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 (Date of earliest event reported): May 1, 2023

PEOPLES BANCORP INC.
(Exact name of Registrant as specified in its charter)
Ohio	000-16772	31-0987416
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(State or other jurisdiction	(Commission File	(I.R.S. Employer
of incorporation)	Number)	Identification Number)		138 Putnam Street, PO Box 738
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Marietta,	Ohio	45750-0738
(Address of principal executive offices)		(Zip Code)		Registrant's telephone number, including area code:	(740)	373-3155
---	---	---		Not applicable
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(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 2.01 Completion of Acquisition or Disposition of Assets.

On April 30, 2023, Peoples Bancorp Inc., an Ohio corporation (“Peoples”), completed its previously announced merger with Limestone Bancorp, Inc., a Kentucky corporation (“Limestone”), pursuant to the Agreement and Plan of Merger (the “Merger Agreement”) dated October 24, 2022. At the effective time of the merger (the “Effective Time”), Limestone merged with and into Peoples (the “Holding Company Merger”), with Peoples as the surviving corporation in the Holding Company Merger. Immediately following the Holding Company Merger, Limestone’s wholly-owned subsidiary bank, Limestone Bank, Inc., a Kentucky banking corporation (“Limestone Bank”), merged with and into Peoples Bank, an Ohio-chartered commercial bank and wholly-owned subsidiary of Peoples (“Peoples Bank”), with Peoples Bank as the surviving bank (the “Bank Merger” and with the Holding Company Merger, the “Merger”). By virtue of the Merger, Peoples acquired all of the assets, and succeeded to all of the obligations of Limestone, and Peoples Bank acquired all of the assets and succeeded to all of the obligations of, Limestone Bank.

Pursuant to the terms of the Merger Agreement, at the Effective Time, each share of the Limestone common stock issued and outstanding immediately prior to the Effective Time (except for treasury shares and dissenting shares, both as provided for in the Merger Agreement), converted, in accordance with the procedures set forth in the Merger Agreement, into 0.90 common shares of Peoples. In addition, each Limestone shareholder who would otherwise be entitled to receive a fractional share of Peoples common stock will receive cash, without interest, in an amount equal to the fractional share of Peoples common stock to which such shareholder would otherwise be entitled to multiplied by the daily volume-weighted average closing sale price of Peoples common shares on the Nasdaq Global Select Market® as reported in The Wall Street Journal for the 5 consecutive full trading days ending with the trading day immediately preceding the effective date of the Holding Company Merger.

The foregoing description of the transactions contemplated by the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement attached as Exhibit 99.4 to Peoples’ Current Report on Form 8-K filed on October 25, 2022, and incorporated herein by reference.

Item 8.01 Other Events.

On May 1, 2023, Peoples announced that it completed its acquisition of Limestone as of the close of business on April 30, 2023. Peoples and Limestone first announced that they had entered into an agreement to merge on October 25, 2022.

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 May 1, 2023

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:	May 1, 2023	By:/s/	KATIE BAILEY
			Katie Bailey
			Executive Vice President,<br>Chief Financial Officer and Treasurer

Document

P.O. BOX 738 - MARIETTA, OHIO - 45750	NEWS RELEASE
www.peoplesbancorp.com
FOR IMMEDIATE RELEASE	Contact:	Chuck Sulerzyski
May 1, 2023		President and CEO
		(740) 374-6163

PEOPLES BANCORP COMPLETES ACQUISITION OF

LIMESTONE BANCORP

_____________________________________________________________________

MARIETTA, Ohio - Peoples Bancorp Inc. (“Peoples”) (Nasdaq: PEBO), parent company of Peoples Bank, announced today that it has completed its acquisition of Limestone Bancorp, Inc. (“Limestone”) (NASDAQ: LMST) and Limestone’s wholly-owned subsidiary, Limestone Bank, Inc. (“Limestone Bank”). The acquisition became effective as of the close of business on April 30, 2023. Peoples and Limestone first announced that they had entered into an agreement to merge on October 25, 2022. Under the terms of the agreement, shareholders of Limestone received 0.90 shares of Peoples common stock for each share of Limestone common stock. At March 31, 2023, Limestone had approximately $1.5 billion in total assets, $1.1 billion in total loans and $1.2 billion in total deposits.

“We are delighted to complete this combination with Limestone, which bolsters our Kentucky franchise and expands our reach into additional attractive markets,” said Chuck Sulerzyski, President and Chief Executive Officer of Peoples. “We are thankful for the hard work and dedication of the employees of Limestone and Peoples in completing this transaction. We look forward to welcoming Limestone shareholders and employees to become part of the Peoples team, and we are excited to introduce our array of products, services, and additional locations to clients in the Limestone communities.”

The completed acquisition included the merger of Limestone Bank into Peoples Bank. As a result, Limestone’s 20 branches throughout Kentucky will operate initially as a division of Peoples Bank. Peoples Bank will convert the Limestone branches to Peoples Bank branches after the close of business on August 4, 2023.

Peoples was advised by Raymond James & Associates, Inc. and the law firm of Dinsmore & Shohl LLP. Limestone was advised by Piper Sandler & Co. and the law firm of Wyatt, Tarrant & Combs, LLP.

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. Peoples had $7.3 billion in total assets as of March 31, 2023, and 130 locations, including 113 full-service bank branches in Ohio, West Virginia, Kentucky, Virginia, Washington D.C. and Maryland. Peoples' vision is to be the Best Community Bank in America.

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 Investment Services, Peoples Premium Finance and North Star Leasing), Peoples Insurance Agency, LLC and Vantage Financial, LLC.

END OF RELEASE