8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report : September 17, 2021

PEOPLES BANCORP INC.

(Exact name of Registrant as specified in its charter)

Ohio	000-16772	31-0987416
(State or other jurisdiction	(Commission File	(I.R.S. Employer
of incorporation)	Number)	Identification Number)

138 Putnam Street, PO Box 738
Marietta,	Ohio	45750-0738
(Address of principal executive offices)		(Zip Code)

Registrant's telephone number, including area code: (740) 373-3155

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common shares, without par value	PEBO	The Nasdaq Stock Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01      Other Events.

On September 17, 2021, Peoples Bancorp Inc. (“Peoples”) announced that it completed its acquisition of Premier Financial Bancorp, Inc. (“Premier”) as of the close of business on September 17, 2021. Peoples and Premier first announced that they had entered into an agreement to merge on March 29, 2021.

A copy of the press release announcing the event is being furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

a) - c)

Not applicable.

d) Exhibits

See Index to Exhibits below.

INDEX TO EXHIBITS

Exhibit Number	Description
99.1	News Release issued by Peoples Bancorp Inc. on September 17, 2021

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			PEOPLES BANCORP INC.
Date:	September 17, 2021	By:/s/	CHARLES W. SULERZYSKI
			Charles W. Sulerzyski
			President and Chief Executive Officer

EX-99.1

P.O. BOX 738 - MARIETTA, OHIO - 45750	NEWS RELEASE
www.peoplesbancorp.com
FOR IMMEDIATE RELEASE	Contact:	Chuck Sulerzyski
September 17, 2021		President and CEO
		(740) 374-6163

PEOPLES BANCORP INC. COMPLETES ACQUISITION OF PREMIER FINANCIAL BANCORP

________________________________________________________________

MARIETTA, Ohio - Peoples Bancorp Inc. (“Peoples”) (Nasdaq: PEBO), parent company of Peoples Bank, announced today that it has completed its acquisition of Premier Financial Bancorp, Inc. (“Premier”) (Nasdaq: PFBI) and Premier’s wholly-owned subsidiaries, Premier Bank, Inc. (“Premier Bank”) and Citizens Deposit Bank & Trust, Inc. (“Citizens”).The acquisition became effective as of the close of business on September 17, 2021.Peoples and Premier first announced that they had entered into an agreement to merge on March 29, 2021.

The completed acquisition included the mergers of Premier Bank and Citizens into Peoples Bank.As a result, Premier’s 49 office locations throughout Kentucky, Maryland, Ohio, Virginia, West Virginia and Washington D.C., will operate as offices of Peoples Bank.Under the terms of the agreement, shareholders of Premier will receive 0.58 shares of Peoples common stock for each share of Premier common stock.

“We are excited to complete this transaction, which expands our presence in Kentucky and West Virginia and gains us an entry into attractive markets within Virginia, Maryland and Washington, D.C.,” said Chuck Sulerzyski, President and Chief Executive Officer of Peoples.“We are thankful for the hard work and dedication of the employees of Premier and Peoples in completing this transaction.In the months ahead, we will begin introducing clients in the Premier communities to our expanded array of products and services, including electronic banking services, investments and retirement planning solutions, insurance, and an increased commercial banking capacity.”

At June 30, 2021, Premier had approximately $2.1 billion in total assets, $1.2 billion in total loans and $1.7 billion in total deposits.

Peoples was advised by Raymond James & Associates, Inc. and the law firm of Dinsmore & Shohl LLP.Premier was advised by Piper Sandler Companies and the law firm of Jackson Kelly PLLC.

Peoples is a diversified financial services holding company that makes available a complete line of banking, trust and investment, insurance, premium financing and equipment leasing solutions through its subsidiaries.Peoples has been headquartered in Marietta, Ohio, since 1902 and has an established heritage of financial stability, growth and community impact.As of June 30, 2021, Peoples had approximately $5.1 billion in total assets and 89 locations, including 76 full-service bank branches, in Ohio, West Virginia and Kentucky.Peoples is a member of the Russell 3000 index of U.S. publicly-traded companies.Peoples offers services through Peoples Bank (which includes the divisions of Peoples Investments, Peoples Premium Finance and North Star Leasing) and Peoples Insurance Agency, LLC.

END OF RELEASE

XML

Cover	Sep. 17, 2021	Mar. 26, 2021
Cover [Abstract]
Document Type	8-K
Document Period End Date		Sep. 17, 2021
Entity Registrant Name	PEOPLES BANCORP INC.
Entity Incorporation, State or Country Code		OH
Entity File Number		000-16772
Entity Tax Identification Number		31-0987416
Entity Address, Address Line One		138 Putnam Street, PO Box 738
Entity Address, City or Town		Marietta,
Entity Address, State or Province		OH
Entity Address, Postal Zip Code		45750-0738
City Area Code		(740)
Local Phone Number		373-3155
Written Communications		true
Soliciting Material		false
Pre-commencement Tender Offer		false
Pre-commencement Issuer Tender Offer		false
Title of 12(b) Security		Common shares, without par value
Trading Symbol		PEBO
Security Exchange Name		NASDAQ
Entity Emerging Growth Company		false
Entity Central Index Key		0000318300
Amendment Flag		false