pebo-20230221

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): February 21, 2023


			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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Resignation of Douglas V. Reynolds from Board of Directors

On February 21, 2023, Douglas V. Reynolds informed the Board of Directors of Peoples Bancorp Inc. (“Peoples”) of his decision to resign from the Board of Directors of Peoples and the Board of Directors of Peoples’ banking subsidiary, Peoples Bank, effective February 21, 2023. A copy of Mr. Reynolds’ communication to the Board of Directors of his resignation is included as Exhibit 17 to this Current Report on Form 8-K and 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
17						Letter received by Peoples Bancorp Inc. on February 21, 2023 from Douglas V. Reynolds giving notice of his resignation from the Boards of Peoples Bancorp Inc. and Peoples Bank on February 21, 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:

February 21, 2023

By:/s/

KATIE BAILEY

Katie Bailey

Executive Vice President,
Chief Financial Officer and Treasurer

Peoples Bancorp Inc. filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits