Form 4: PEBO Director Acquires Shares via Compensation Plan

Peoples Bancorp Director James Brooke Williams acquired 437 shares of common stock at $29.99 per share as part of her non-employee director compensation.

Summary

• James Brooke Williams, a Director of Peoples Bancorp Inc. (PEBO), acquired 437 shares of common stock.
• The transaction occurred on September 30, 2025, at a price of $29.99 per share.
• This acquisition represents Board meeting fees and quarterly retainer paid in stock as part of her non-employee director compensation.
• Following this transaction, Ms. Williams directly beneficially owns 230,634.9 shares of Peoples Bancorp common stock.
• The transaction was made pursuant to a Rule 10b5-1(c) plan.

Sentiment

Score: 6

Explanation: Slightly positive as a director is increasing their stake, albeit through routine compensation, which aligns interests with shareholders. No significant negative implications.

Positives

• A director increasing their direct ownership stake in the company, which can signal confidence in the company's future performance.
• The use of stock for director compensation aligns the interests of the director with those of the shareholders.

Negatives

• No negative aspects are directly apparent from this routine insider transaction filing.

Risks

• Form 4 filings do not typically disclose company-specific risks. This filing is solely about an insider transaction.

Future Outlook

This Form 4 filing does not contain any forward-looking statements or guidance regarding the company's future performance or strategic direction.

Industry Context

The practice of compensating non-employee directors with company stock is a common corporate governance practice across various industries, including the financial sector. It is designed to align the interests of directors with those of shareholders by giving them a direct stake in the company's performance.

Comparison to Industry Standards

• Compensating non-employee directors with equity, such as common stock, is a widely accepted practice among publicly traded companies, including financial institutions like Peoples Bancorp. This aligns with best practices for corporate governance, similar to compensation structures seen at regional banks such as First Financial Bancorp (FFBC) or Wesbanco, Inc. (WSBC).
• The specific value of the stock grant ($13,105.63 for 437 shares) represents a portion of the director's overall compensation, which typically includes a mix of cash and equity, consistent with industry norms for board service.

Corporate Governance

Related Party Transactions

• The acquisition of 437 shares of common stock by Director James Brooke Williams as part of her Board meeting fees and quarterly retainer constitutes a related party transaction, as it involves compensation from the company to a member of its board of directors.

Stakeholder Impact

• Shareholders: The transaction demonstrates continued alignment of director interests with shareholder value through equity ownership.
• Employees: No direct impact on employees is indicated by this filing.
• Customers: No direct impact on customers is indicated by this filing.
• Suppliers: No direct impact on suppliers is indicated by this filing.
• Creditors: No direct impact on creditors is indicated by this filing.

Next Steps

• This filing does not mention any specific future actions, events, or milestones for the company or the reporting person beyond the reported transaction.

Key Dates

Keywords

Peoples Bancorp, PEBO, Insider Transaction, Form 4, Director Compensation, Stock Acquisition, James Brooke Williams, Equity Ownership, Rule 10b5-1