Results of Operations

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of earliest event reported: April 9, 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. ☐ EXPLANATORY NOTE This Current Report on Form 8-K/A (this “Form 8-K/A”) is being furnished by Peoples Bancorp Inc. (“Peoples”) to the Securities and Exchange Commission (the “SEC”) in respect of the Current Report on Form 8-K furnished by Peoples to the SEC on March 25, 2021 and accepted at 9:01:40 a.m., Eastern Daylight Time (the “First March 25, 2021 Form 8-K”). The First March 25, 2021 Form 8-K inadvertently reported, under “Item 2.02 - Results of Operations and Financial Condition” and “Item 9.01 - Financial Statements and Exhibits,” information with respect to the facilitated conference call held by management of Peoples on October 20, 2020 to discuss results of operations for the quarter ended September 30, 2020, which information had previously been reported by Peoples in a Current Report on Form 8-K furnished by Peoples to the SEC on October 26, 2020 (the “October 26, 2020 Form 8-K”). The signature page of the First March 25, 2021 Form 8-K included “October 26, 2020” as the date thereof. In addition, within the duplicate information, tables which, in the October 26, 2020 Form 8-K, had summarized certain non-US GAAP financial measures: (i) for the three months ended September 30, 2020, June 30, 2020 and September 30, 2019; (ii) for the nine months ended September 30, 2020 and September 30, 2019; and (iii) as of September 30, 2020, June 30, 2020, March 31, 2020, December 31, 2019 and September 30, 2019 were included with incorrect dates in the column headings. The non-GAAP financial measure information for the three months ended September 30, 2020, June 30, 2020 and September 30, 2019 was inadvertently included under column headings that indicated the information was for the three months ended March 31, 2021, December 31, 2020 and March 31, 2020. The non-GAAP financial measure information for the nine months ended September 30, 2020 and September 2019 was inadvertently included under column headings that indicated the information was for the three months ended March 31, 2021 and March 31, 2020. The non-GAAP financial measure information as of September 30, 2020, June 30, 2020, March 31, 2020, December 31, 2019 and September 30, 2019 was inadvertently included under column headings that indicated the information was as of March 31, 2021, December 31, 2020, March 31, 2020, December 31, 2019 and March 31, 2019. The First March 25, 2021 Form 8-K also inadvertently failed to include Exhibit 104 in the Index to Exhibits within “Item 9.01 - Financial Statements and Exhibits.” This Form 8-K/A is being furnished to clarify that the information included under “Item 2.02 - Results of Operations and Financial Condition” and “Item 9.01 - Financial Statements and Exhibits” of the First March 25, 2021 Form 8-K was duplicative of that same information already furnished under “Item 2.02 - Results of Operations and Financial Condition” and “Item 9.01 - Financial Statements and Exhibits” of the October 26, 2020 Form 8 K. This Form 8-K/A is also being furnished to correct the column headings for the non-GAAP financial measure information that had been duplicated from the October 26, 2020 Form 8-K under “Item 2.02 - Results of Operations and Financial Condition” of the First March 25, 2021 Form 8-K, with the correct column headings included in “Item 2.02 – Results of Operations and Financial Condition” of this Form 8-K/A, together with the duplicated information. “Item 9.01 - Financial Statements and Exhibits” of the First March 25, 2021 Form 8-K is being amended by this Form 8-K/A to include Exhibit 104 in the Index to Exhibits, together with Exhibit 99.1 that had been duplicated from the October 26, 2020 Form 8-K in the First March 25, 2021 Form 8-K. As previously reported by Peoples under “Item 8.01 - Other Events” of the Current Report on Form 8-K filed by Peoples with the SEC on March 25, 2021 and accepted at 9:15:32 a.m., Eastern Daylight Time (the “Second March 25, 2021 Form 8-K”), Peoples intends to release earnings for the first quarter of 2021 (the quarter ended March 31, 2021) before the market opens on Tuesday, April 20, 2021. Item 2.02     Results of Operations and Financial Condition On October 20, 2020, management of Peoples Bancorp Inc. (“Peoples”) conducted a facilitated conference call at approximately 11:00 a.m., Eastern Daylight Time, to discuss results of operations for the quarter ended September 30, 2020. A replay of the conference call audio will be available on Peoples’ website, www.peoplesbancorp.com, in the “Investor Relations” section for one year. A copy of the transcript of the conference call is included as Exhibit 99.1 to this Current Report on Form 8-K. The information contained in this Item 2.02 and Exhibit 99.1 included with this Current Report on Form 8-K, is being furnished pursuant to Item 2.02 and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall such information be deemed to be incorporated by reference in any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise stated in such filing. During the conference call, management referred to non-Generally Accepted Accounting Principles ("US GAAP") financial measures that are used by management to provide information useful to investors in understanding Peoples' operating performance and trends, and to facilitate comparisons with the performance of Peoples' peers. The following tables show the differences between the non-US GAAP financial measures referred to during the conference call and the most directly comparable US GAAP-based financial measures. NON-US GAAP FINANCIAL MEASURES (Unaudited) The following non-US GAAP financial measures used by Peoples provide information useful to investors in understanding Peoples' operating performance and trends, and facilitate comparisons with the performance of Peoples' peers. Peoples also uses the non-US GAAP financial measures for calculating incentive compensation. The following tables summarize the non-US GAAP financial measures derived from amounts reported in Peoples' consolidated financial statements: Three Months Ended Nine Months Ended September 30, June 30, September 30, September 30, (Dollars in thousands) 2020 2020 2019 2020 2019 Core non-interest expense: Total non-interest expense $ 34,315  $ 31,805  $ 32,993  $ 100,445  $ 103,729  Less: acquisition-related expenses 335  47  199  412  7,222  Less: pension settlement charges 531  151  —  1,050  —  Less: severance expenses 192  79  88  284  130  Less: COVID-19-related expenses 148  918  —  1,206  —  Core non-interest expense $ 33,109  $ 30,610  $ 32,706  $ 97,493  $ 96,377  Three Months Ended Nine Months Ended September 30, June 30, September 30, September 30, (Dollars in thousands) 2020 2020 2019 2020 2019 Efficiency ratio: Total non-interest expense 34,315  $ 31,805  32,993  100,445  103,729  Less: amortization of other intangible assets 857  728  953  2,314  2,471  Adjusted non-interest expense $ 33,458  $ 31,077  $ 32,040  $ 98,131  $ 101,258  Total non-interest income $ 16,770  $ 14,664  $ 16,393  $ 47,171  $ 47,111  Less: net gain on investment securities 2  62  97  383  70  Less: net loss on asset disposals and other transactions (28) (122) (78) (237) (553) Total non-interest income, excluding net gains and losses $ 16,796  $ 14,724  $ 16,374  $ 47,025  $ 47,594  Net interest income $ 35,119  $ 34,860  $ 35,754  $ 104,615  $ 105,717  Add: fully tax-equivalent adjustment (a) 262  269  314  803  781  Net interest income on a fully tax-equivalent basis $ 35,381  $ 35,129  $ 36,068  $ 105,418  $ 106,498  Adjusted revenue $ 52,177  $ 49,853  $ 52,442  $ 152,443  $ 154,092  Efficiency ratio 64.12  % 62.34  % 61.10  % 64.37  % 65.71  % Efficiency ratio adjusted for non-core items: Core non-interest expense $ 33,109  $ 30,610  $ 32,706  $ 97,493  $ 96,377  Less: amortization of other intangible assets 857  728  953  2,314  2,471  Adjusted core non-interest expense $ 32,252  $ 29,882  $ 31,753  $ 95,179  $ 93,906  Adjusted revenue $ 52,177  $ 49,853  $ 52,442  $ 152,443  $ 154,092  Efficiency ratio adjusted for non-core items 61.81  % 59.94  % 60.55  % 62.44  % 60.94  % (a) Tax effect is calculated using a 21% statutory federal corporate income tax rate. NON-US GAAP FINANCIAL MEASURES (Unaudited) -- (Continued) (Dollars in thousands, except per share data) September 30, June 30, March 31, December 31, September 30, 2020 2020 2020 2019 2019 Tangible equity: Total stockholders' equity $ 566,856  $ 569,177  $ 583,721  $ 594,393  $ 588,533  Less: goodwill and other intangible assets 185,397  176,625  177,447  177,503  179,126  Tangible equity $ 381,459  $ 392,552  $ 406,274  $ 416,890  $ 409,407  Tangible assets: Total assets $ 4,911,807  $ 4,985,819  $ 4,469,120  $ 4,354,165  $ 4,396,148  Less: goodwill and other intangible assets 185,397  176,625  177,447  177,503  179,126  Tangible assets $ 4,726,410  $ 4,809,194  $ 4,291,673  $ 4,176,662  $ 4,217,022  Tangible book value per common share: Tangible equity $ 381,459  $ 392,552  $ 406,274  $ 416,890  $ 409,407  Common shares outstanding 19,721,783  19,925,083  20,346,843  20,698,941  20,700,630  Tangible book value per common share $ 19.34  $ 19.70  $ 19.97  $ 20.14  $ 19.78  Tangible equity to tangible assets ratio: Tangible equity $ 381,459  $ 392,552  $ 406,274  $ 416,890  $ 409,407  Tangible assets $ 4,726,410  $ 4,809,194  $ 4,291,673  $ 4,176,662  $ 4,217,022  Tangible equity to tangible assets 8.07  % 8.16  % 9.47  % 9.98  % 9.71  % Three Months Ended Nine Months Ended September 30, June 30, September 30, September 30, (Dollars in thousands, except per share data) 2020 2020 2019 2020 2019 Pre-provision net revenue: Income before income taxes $ 12,846  $ 5,885  $ 18,149  $ 17,810  $ 47,731  Add: provision for credit losses (a) 4,728  11,834  1,005  33,531  1,368  Add: loss on OREO —  —  5  17  54  Add: loss on investment securities —  —  —  —  57  Add: loss on other assets 43  145  73  258  504  Less: gain on OREO 15  1  —  16  —  Less: gain on investment securities 2  62  97  383  127  Less: gain on other transactions —  22  —  22  5  Pre-provision net revenue $ 17,600  $ 17,779  $ 19,135  $ 51,195  $ 49,582  Total average assets $ 4,906,614  $ 4,828,016  $ 4,311,389  $ 4,706,153  $ 4,179,663  Pre-provision net revenue to total average assets (annualized) 1.43  % 1.48  % 1.76  % 1.45  % 1.59  % Weighted-average common shares outstanding – diluted 19,637,689 19,858,880 20,595,769 19,998,353 20,178,634 Pre-provision net revenue per common share – diluted $0.90 $0.89 $0.92 $2.55 $2.44 (a) On January 1, 2020, Peoples adopted ASU 2016-13 and adopted the CECL model. Prior to the adoption of CECL, the provision for (recovery of) credit losses was the "provision for (recovery of) loan losses." The provision for credit losses includes changes related to the allowance for credit losses on loans, which includes purchased credit deteriorated loans, held-to-maturity investment securities, and the unfunded commitment liability. NON-US GAAP FINANCIAL MEASURES (Unaudited) -- (Continued) Three Months Ended Nine Months Ended September 30, June 30, September 30, September 30, (Dollars in thousands) 2020 2020 2019 2020 2019 Annualized net income adjusted for non-core items: Net income $ 10,210  $ 4,749  $ 14,868  $ 14,194  $ 38,835  Less: net gain on investment securities 2  62  97  383  70  Add: tax effect of net gain on investment securities (a) —  13  20  80  15  Add: net loss on asset disposals and other transactions 28  28  78  237  553  Less: tax effect of net loss on asset disposals and other transactions (a) 6  6  16  50  116  Add: acquisition-related expenses 335  47  199  412  7,222  Less: tax effect of acquisition-related expenses (a) 70  10  42  87  1,517  Add: pension settlement charges 531  151  —  1,050  —  Less: tax effect of pension settlement charges (a) 112  32  —  221  —  Add: severance expenses 192  79  88  284  130  Less: tax effect of severance expenses (a) 40  17  18  60  27  Add: COVID-19-related expenses 148  918  —  1,206  —  Less: tax effect of COVID-19-related expenses (a) 31  193  —  253  —  Net income adjusted for non-core items (after tax) $ 11,183  $ 5,665  $ 15,080  $ 16,409  $ 45,025  Days in the period 92  91  92  274  273  Days in the year 366  366  365  366  365  Annualized net income $ 40,618  $ 19,100  $ 58,987  $ 18,960  $ 51,922  Annualized net income adjusted for non-core items (after tax) $ 44,489  $ 22,785  $ 59,828  $ 21,919  $ 60,198  Return on average assets: Annualized net income $ 40,618  $ 19,100  $ 58,987  $ 18,960  $ 51,922  Total average assets $ 4,906,614  $ 4,828,016  $ 4,311,389  $ 4,706,153  $ 4,179,663  Return on average assets 0.83  % 0.40  % 1.37  % 0.40  % 1.24  % Return on average assets adjusted for non-core items: Annualized net income adjusted for non-core items (after tax) $ 44,489  $ 22,785  $ 59,828  $ 21,919  $ 60,198  Total average assets $ 4,906,614  $ 4,828,016  $ 4,311,389  $ 4,706,153  $ 4,179,663  Return on average assets adjusted for non-core items 0.91  % 0.47  % 1.39  % 0.47  % 1.44  % (a) Tax effect is calculated using a 21% statutory federal corporate income tax rate. Item 9.01.      Financial Statements and Exhibits a) - c) Not applicable. d) Exhibits See Index to Exhibits which follows: INDEX TO EXHIBITS Exhibit Number Description 99.1 Transcript of conference call conducted by management of Peoples Bancorp Inc. on October 20, 2020 to discuss results of operations for the quarter ended September 30, 2020 104 Cover Page Interactive Data (the cover page XBRL tags are imbedded within the Inline XBRL document. [Remainder of page intentionally left blank; signature page follows] 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: April 9, 2021 By:/s/ Katie Bailey KATIE BAILEY Executive Vice President, Chief Financial Officer and Treasurer