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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

FORM 10-Q
(Mark One)
  ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2023
OR
  ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____ to ____
Commission File Number: 000-16772
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PEOPLES BANCORP INC.
(Exact name of Registrant as specified in its charter)
Ohio 31-0987416
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
138 Putnam Street, P.O. Box 738,
Marietta,Ohio 45750
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (740)373-3155
 Not Applicable 
 (Former name, former address and former fiscal year, if changed since last report) 
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Shares, without par valuePEBOThe Nasdaq Stock Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x   No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No  o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.  See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer☒Accelerated filer☐
Non-accelerated filer☐Smaller reporting company☐
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.  ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No  ☒

APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 35,364,250 common shares, without par value, at October 31, 2023.

Table of Contents
Table of Contents


2
Table of Contents
PART I - FINANCIAL INFORMATION
ITEM 1.  FINANCIAL STATEMENTS
PEOPLES BANCORP INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
 September 30,
2023		December 31,
2022
(Dollars in thousands)(Unaudited)
Assets  
Cash and cash equivalents:
Cash and balances due from banks$108,107 $94,679 
Interest-bearing deposits in other banks191,002 59,343 
Total cash and cash equivalents299,109 154,022 
Available-for-sale investment securities, at fair value (amortized cost of $1,211,794 at September 30, 2023 and $1,300,719 at December 31, 2022) (a)
1,018,581 1,131,399 
Held-to-maturity investment securities, at amortized cost (fair value of $569,888 at September 30, 2023 and $478,509 at December 31, 2022) (a)
675,409 560,212 
Other investment securities66,332 51,609 
Total investment securities (a)1,760,322 1,743,220 
Loans and leases, net of deferred fees and costs (b)6,084,390 4,707,150 
Allowance for credit losses (62,924)(53,162)
Net loans and leases (c)6,021,466 4,653,988 
Loans held for sale2,699 2,140 
Bank premises and equipment, net of accumulated depreciation103,877 82,934 
Bank owned life insurance139,554 105,292 
Goodwill355,106 292,397 
Other intangible assets53,388 33,932 
Other assets207,013 139,379 
Total assets$8,942,534 $7,207,304 
Liabilities  
Deposits:
Non-interest-bearing$1,569,095 $1,589,402 
Interest-bearing5,468,423 4,127,539 
Total deposits7,037,518 5,716,941 
Short-term borrowings585,437 500,138 
Long-term borrowings173,312 101,093 
Accrued expenses and other liabilities 153,048 103,804 
Total liabilities7,949,315 6,421,976 
Stockholders’ equity  
Preferred shares, no par value, 50,000 shares authorized, no shares issued at September 30, 2023 or at December 31, 2022
— — 
Common shares, no par value, 50,000,000 shares authorized, 36,723,893 shares issued at September 30, 2023 and 29,857,920 shares issued at December 31, 2022, including at each date shares held in treasury
864,010 686,450 
Retained earnings 307,534 265,936 
Accumulated other comprehensive loss, net of deferred income taxes(143,796)(127,136)
Treasury stock, at cost, 1,412,650 shares at September 30, 2023 and 1,643,461 shares at December 31, 2022
(34,529)(39,922)
Total stockholders’ equity993,219 785,328 
Total liabilities and stockholders’ equity$8,942,534 $7,207,304 
(a)    Available-for-sale investment securities and held-to-maturity investment securities are presented net of allowance for credit losses of $0 and $238, respectively, at September 30, 2023, and $0 and $241, respectively, at December 31, 2022.
(b)    Also referred to throughout this Quarterly Report on Form 10-Q as "total loans" and "loans held for investment."
(c)    Also referred to throughout this Quarterly Report on Form 10-Q as "net loans."


See Notes to the Unaudited Condensed Consolidated Financial Statements

3
Table of Contents
PEOPLES BANCORP INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
Three Months EndedNine Months Ended
September 30,September 30,
(Dollars in thousands, except per share data)2023202220232022
Interest income:
Interest and fees on loans and leases$109,024 $61,370 $272,634 $168,334 
Interest and dividends on taxable investment securities12,635 7,559 36,409 20,576 
Interest on tax-exempt investment securities1,133 1,095 3,254 3,136 
Other interest income 801 847 1,862 1,306 
Total interest income123,593 70,871 314,159 193,352 
Interest expense:
Interest on deposits22,482 2,316 42,546 6,383 
Interest on short-term borrowings5,169 393 14,940 992 
Interest on long-term borrowings2,668 1,111 5,668 3,148 
Total interest expense30,319 3,820 63,154 10,523 
Net interest income93,274 67,051 251,005 182,829 
Provision for (recovery of) credit losses4,053 1,776 13,889 (5,811)
Net interest income after provision for (recovery of) credit losses89,221 65,275 237,116 188,640 
Non-interest income:
Electronic banking income6,466 5,261 18,375 15,933 
Insurance income4,250 3,618 13,679 11,995 
Trust and investment income4,288 3,954 12,786 12,476 
Deposit account service charges4,516 3,833 12,192 10,817 
Lease (loss) income(66)1,725 2,730 2,931 
Bank owned life insurance income1,375 694 2,924 1,922 
Mortgage banking income237 328 740 1,116 
Net loss on asset disposals and other transactions(307)(35)(2,218)(314)
Net (loss) gain on investment securities(7)21 (2,108)107 
Other non-interest income2,452 967 4,179 2,819 
Total non-interest income23,204 20,366 63,279 59,802 
Non-interest expense:
Salaries and employee benefit costs36,608 28,618 106,661 83,932 
Net occupancy and equipment expense5,501 4,813 15,836 14,669 
Professional fees3,456 2,832 13,775 8,784 
Data processing and software expense6,288 3,279 15,578 9,228 
Amortization of other intangible assets3,280 2,023 7,951 5,765 
Electronic banking expense1,836 2,648 5,159 8,134 
Marketing expense1,267 1,136 3,554 2,991 
Federal Deposit Insurance Corporation ("FDIC") insurance expense
1,260 709 3,525 2,921 
Franchise tax expense772 1,075 2,678 2,941 
Communication expense752 599 2,089 1,873 
Other loan expenses856 511 2,133 1,788 
Other non-interest expense9,820 4,010 19,859 10,755 
Total non-interest expense71,696 52,253 198,798 153,781 
Income before income taxes40,729 33,388 101,597 94,661 
Income tax expense8,847 7,410 22,059 20,218 
Net income$31,882 $25,978 $79,538 $74,443 
Earnings per common share - basic$0.91 $0.93 $2.49 $2.65 
Earnings per common share - diluted$0.90 $0.92 $2.47 $2.65 
Weighted-average number of common shares outstanding - basic34,818,346 27,865,416 31,771,061 27,929,720 
Weighted-average number of common shares outstanding - diluted35,061,897 27,973,255 31,977,486 28,009,263 
Cash dividends declared$13,793 $10,753 $37,940 $31,686 
Cash dividends declared per common share$0.39 $0.38 $1.16 $1.12 

See Notes to the Unaudited Condensed Consolidated Financial Statements

4
Table of Contents
PEOPLES BANCORP INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Unaudited)
Three Months EndedNine Months Ended
September 30,September 30,
(Dollars in thousands)2023202220232022
Net income$31,882 $25,978 $79,538 $74,443 
Other comprehensive loss:
Available-for-sale investment securities:
Gross unrealized holding loss arising during the period(34,330)(57,911)(26,002)(172,195)
Related tax benefit7,671 13,484 6,178 40,170 
Reclassification adjustment for net loss (gain) included in net income7 (21)2,108 (107)
Related tax benefit (expense)3 5 (492)25 
Net effect on other comprehensive loss(26,649)(44,443)(18,208)(132,107)
Defined benefit plan:
Net (loss) gain arising during the period(244)203 (244)264 
  Related tax benefit (expense)57 (48)57 (62)
Amortization of unrecognized loss and service cost on benefit plans— 23 9 61 
Related tax benefit— (5)(2)(14)
Reclassification from accumulated other comprehensive income ("AOCI")2,424 139 2,424 139 
Related tax benefit(566)(32)(566)(32)
Net effect on other comprehensive loss1,671 280 1,678 356 
Cash flow hedges:
Net gain (loss) arising during the period118 3,388 (165)10,948 
  Related tax (expense) benefit(16)(789)35 (2,501)
Net effect on other comprehensive loss102 2,599 (130)8,447 
Total other comprehensive loss, net of tax(24,876)(41,564)(16,660)(123,304)
Total comprehensive income (loss)$7,006 $(15,586)$62,878 $(48,861)

See Notes to the Unaudited Condensed Consolidated Financial Statements

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Table of Contents
PEOPLES BANCORP INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (Unaudited)
Accumulated Other Comprehensive LossTotal Stockholders' Equity
Common SharesRetained EarningsTreasury Stock
(Dollars in thousands)
Balance, June 30, 2023$862,960 $289,445 $(118,920)$(34,578)$998,907 
Net income— 31,882 — — 31,882 
Other comprehensive loss, excluding pension termination settlement, net of tax— — (26,734)— (26,734)
Pension termination settlement, net of tax1,858 1,858 
Cash dividends declared— (13,793)— (13,793)
Reissuance of treasury stock for common share awards(314)— — 314 — 
Repurchase of treasury stock in connection with employee incentive program and compensation plan for Boards of Directors— — — (391)(391)
Common shares issued under dividend reinvestment plan284 — — — 284 
Common shares issued under compensation plan for Boards of Directors6 — — 133 139 
Common shares issued under employee stock purchase plan— — — (7)(7)
Stock-based compensation1,074 — — — 1,074 
Balance, September 30, 2023$864,010 $307,534 $(143,796)$(34,529)$993,219 
Accumulated Other Comprehensive LossTotal Stockholders' Equity
Common SharesRetained EarningsTreasury Stock
(Dollars in thousands)
Balance, December 31, 2022$686,450 $265,936 $(127,136)$(39,922)$785,328 
Net income— 79,538 — — 79,538 
Other comprehensive loss excluding pension termination settlement, net of tax— — (18,518)— (18,518)
Pension termination settlement, net of tax1,858 1,858 
Cash dividends declared— (37,940)— — (37,940)
Reissuance of treasury stock for common share awards(5,724)— — 5,724 — 
Reissuance of treasury stock for deferred compensation plan for Boards of Directors— — — 115 115 
Repurchase of treasury stock in connection with employee incentive program and compensation plan for Boards of Directors— — — (1,445)(1,445)
Common shares issued under dividend reinvestment plan1,036 — — — 1,036 
Common shares issued under compensation plan for Boards of Directors25 — — 385 410 
Common shares issued under employee stock purchase plan61 — — 614 675 
Stock-based compensation4,233 — — — 4,233 
Issuance of common shares related to merger with Limestone Bancorp, Inc.177,929 — — — 177,929 
Balance, September 30, 2023$864,010 $307,534 $(143,796)$(34,529)$993,219 

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Table of Contents
Accumulated Other Comprehensive LossTotal Stockholders' Equity
Common SharesRetained EarningsTreasury Stock
(Dollars in thousands)
Balance, June 30, 2022$684,416 $234,608 $(93,359)$(38,841)$786,824 
Net income— 25,978 — — 25,978 
Other comprehensive loss, net of tax— — (41,564)— (41,564)
Cash dividends declared— (10,753)— — (10,753)
Reissuance of treasury stock for common share awards(219)— — 219 — 
Repurchase of treasury stock in connection with employee incentive program and compensation plan for Boards of Directors— — — (235)(235)
Common shares repurchased under share repurchase program then in effect— — — (1,168)(1,168)
Common shares issued under dividend reinvestment plan320 — — — 320 
Common shares issued under compensation plan for Boards of Directors20 — — 106 126 
Common shares issued under employee stock purchase plan34 — — 169 203 
Stock-based compensation780 — — — 780 
Balance, September 30, 2022$685,351 $249,833 $(134,923)$(39,750)$760,511 
Accumulated Other Comprehensive LossTotal Stockholders' Equity
Common SharesRetained EarningsTreasury Stock
(Dollars in thousands)
Balance, December 31, 2021$686,282 $207,076 $(11,619)$(36,714)$845,025 
Net income— 74,443 — — 74,443 
Other comprehensive loss, net of tax— — (123,304)— (123,304)
Cash dividends declared— (31,686)— — (31,686)
Reissuance of treasury stock for common share awards(4,944)— — 4,944 — 
Reissuance of treasury stock for deferred compensation plan for Boards of Directors— — — 78 78 
Repurchase of treasury stock in connection with employee incentive program and compensation plan for Boards of Directors— — — (1,671)(1,671)
Common shares repurchased under share repurchase program then in effect— — — (7,155)(7,155)
Common shares issued under dividend reinvestment plan921 — — — 921 
Common shares issued under compensation plan for Boards of Directors64 — — 314 378 
Common shares issued under employee stock purchase plan95 — — 454 549 
Stock-based compensation2,933 — — — 2,933 
Balance, September 30, 2022$685,351 $249,833 $(134,923)$(39,750)$760,511 

See Notes to the Unaudited Condensed Consolidated Financial Statements

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Table of Contents
PEOPLES BANCORP INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
Nine Months Ended
September 30,
(Dollars in thousands)20232022
Net cash provided by operating activities$113,085 $102,500 
Investing activities:
Available-for-sale investment securities:
Purchases(33,380)(237,930)
Proceeds from sales166,919 8,730 
Proceeds from principal payments, calls and prepayments115,963 155,070 
Held-to-maturity investment securities:
Purchases(187,487)(51,060)
Proceeds from principal payments72,396 16,080 
Other investment securities:
Purchases(24,768)(11,110)
Proceeds from sales15,681 5,885 
Net (increase) decrease in loans held for investment(285,202)36,158 
Net expenditures for premises and equipment(10,620)(7,008)
Proceeds from sales of other real estate owned129 572 
Purchase of bank owned life insurance— (30,000)
Proceeds from bank owned life insurance contracts— 689 
Business acquisitions, net of cash received (paid)92,952 (85,791)
Investment in limited partnership and tax credit funds(1,699)(1,857)
Net cash used in investing activities(79,116)(201,572)
Financing activities:  
Net decrease in non-interest-bearing deposits(283,034)(5,469)
Net increase in interest-bearing deposits369,629 8,919 
Net increase (decrease) in short-term borrowings25,299 (37,916)
Proceeds from long-term borrowings70,085 19,001 
Payments on long-term borrowings(32,515)(116,354)
Cash dividends paid(37,899)(31,704)
Purchase of treasury stock under share repurchase program— (7,155)
Purchase of treasury stock in connection with employee incentive program and compensation plan for Boards of Directors to be held as treasury stock
(1,445)(1,671)
Proceeds from issuance of common shares998 878 
Net cash provided by (used in) financing activities111,118 (171,471)
Net increase (decrease) in cash and cash equivalents145,087 (270,543)
Cash and cash equivalents at beginning of period154,022 415,727 
Cash and cash equivalents at end of period$299,109 $145,184 
Supplemental cash flow information:
     Interest paid$57,033 $11,006 
     Income taxes paid29,636 1,947 
Supplemental noncash disclosures:
     Transfers from total loans to other real estate owned31 55 
Noncash recognition of new leases4,428 27 
See Notes to the Unaudited Condensed Consolidated Financial Statements


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Table of Contents
PEOPLES BANCORP INC. AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 1 Summary of Significant Accounting Policies
Basis of Presentation: The accompanying Unaudited Condensed Consolidated Financial Statements of Peoples Bancorp Inc. and its subsidiaries ("Peoples" refers to Peoples Bancorp Inc. and its consolidated subsidiaries collectively, except where the context indicates the reference relates solely to Peoples Bancorp Inc.) have been prepared in accordance with accounting principles generally accepted in the United States ("US GAAP") for interim financial information and the instructions for Form 10-Q and Article 10 of Regulation S-X. Accordingly, these financial statements do not contain all of the information and footnotes required by US GAAP for annual financial statements and should be read in conjunction with Peoples’ Annual Report on Form 10-K for the fiscal year ended December 31, 2022 ("Peoples' 2022 Form 10-K").
The accounting and reporting policies followed in the presentation of the accompanying Unaudited Condensed Consolidated Financial Statements are consistent with those described in "Note 1 Summary of Significant Accounting Policies" of the Notes to the Consolidated Financial Statements included in Peoples’ 2022 Form 10-K, as updated by the information contained in this Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023 (this "Form 10-Q"). Management has evaluated all significant events and transactions that occurred after September 30, 2023 for potential recognition or disclosure in these Unaudited Condensed Consolidated Financial Statements. In the opinion of management, these Unaudited Condensed Consolidated Financial Statements reflect all adjustments necessary to present fairly such information for the periods and at the dates indicated. Such adjustments are normal and recurring in nature. Intercompany accounts and transactions have been eliminated. The Consolidated Balance Sheet at December 31, 2022, contained herein, has been derived from the audited Consolidated Balance Sheet included in Peoples’ 2022 Form 10-K. 
The preparation of the condensed consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes.  Results of operations for interim periods are not necessarily indicative of the results to be expected for the full year, due in part to seasonal variations and unusual or infrequently occurring items.
New Accounting Pronouncements: From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board ("FASB") or other standard setting bodies that are adopted by Peoples as of the required effective dates. The following paragraphs related to new pronouncements should be read in conjunction with "Note 1 Summary of Significant Accounting Policies" of the Notes to the Consolidated Financial Statements included in Peoples’ 2022 Form 10-K. Unless otherwise discussed, management believes the impact of any recently issued standards, including those issued but not yet effective, will not have a material impact on Peoples' financial statements taken as a whole.
Accounting Standards Update ("ASU") 2020-04 - Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. This guidance provides optional expedients and exceptions for applying US GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. This guidance was further updated by ASU 2021-01. This update was effective from March 12, 2020 through December 31, 2022. The FASB further updated the guidance with ASU 2022-06, which deferred the sunset date of ASC Topic 848, Reference Rate Reform (Topic 848) from December 31, 2022 to December 31, 2024. ASU 2020-04 was early adopted by Peoples as of September 30, 2021, which reduced the accounting burden of assessing contracts impacted by reference rate reform. Peoples established a working group, consisting of key stakeholders from throughout the company, to monitor developments relating to London Inter-Bank Offered Rate ("LIBOR") changes and to guide the transition. This team has worked to successfully ensure that technology systems are prepared for the transition, loan documents that reference LIBOR-based rates have been appropriately amended to reference other methods of interest rate determinations and internal and external stakeholders have been apprised of the transition. Peoples ceased originating LIBOR-based products after December 31, 2021 and began originating SOFR-indexed products. Any LIBOR-based products originated prior to December 31, 2021, but maturing after June 30, 2023, have been amended to reference SOFR-indexed rates as of July 1, 2023. The transition did not have a material impact on Peoples' consolidated financial statements.
ASU 2022-02 - Financial Instruments - Credit Losses (Topic 326): Troubled Debt Restructurings ("TDRs") and Vintage Disclosures. This ASU eliminates the accounting guidance on TDRs for creditors and amends the guidance on disclosures to include current-period gross charge-offs by year of origination. This ASU also updates the requirements related to accounting for credit losses under Accounting Standards Codification ("ASC") 326 and adds enhanced disclosures for creditors with respect to loan refinancings and restructurings for borrowers experiencing financial difficulty. For entities that have already adopted ASU 2016-13, as Peoples has, the amendments in ASU 2022-02 are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years.
Effective January 1, 2023, Peoples adopted the amendments within ASU 2022-02, using the prospective transition method. The adoption of this guidance did not have a material impact on Peoples' consolidated financial statements.

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Pursuant to the guidance in ASU 2022-02, when a loan is restructured, Peoples continues to measure the allowance for credit losses on the loan using a discounted cash flow approach that utilizes a prepayment-adjusted discount rate based on the loan’s restructured terms. Under the TDR accounting model, Peoples modeled a 12-month extension of the contractual terms for TDRs that were to mature within the next 12 months. As Peoples has elected a prospective transition, the extension on a loan that was previously restructured and accounted for as a TDR will continue to be measured as it had been historically in Peoples' allowance for credit losses until the loan is paid off, sold, liquidated or subsequently restructured. Refer to "Note 4 Loans and Leases" for additional information.
Note 2 Fair Value of Assets and Liabilities
Fair value represents the amount expected to be received to sell an asset or paid to transfer a liability in its principal or most advantageous market in an orderly transaction between market participants at the measurement date. In accordance with fair value accounting guidance, Peoples measures, records and reports various types of assets and liabilities at fair value on either a recurring or a non-recurring basis in the Unaudited Condensed Consolidated Financial Statements. Those assets and liabilities are presented below in the sections entitled “Assets and Liabilities Required to be Measured and Reported at Fair Value on a Recurring Basis” and “Assets and Liabilities Required to be Measured and Reported at Fair Value on a Non-Recurring Basis.”
Depending on the nature of the asset or the liability, Peoples uses various valuation methodologies and assumptions to estimate fair value. The measurement of fair value under US GAAP uses a hierarchy, which is described in "Note 1 Summary of Significant Accounting Policies" of the Notes to the Consolidated Financial Statements included in Peoples' 2022 Form 10-K.
Assets and liabilities are assigned to a level within the fair value hierarchy based on the lowest level of significant input used to measure fair value. Assets and liabilities may change levels within the fair value hierarchy due to market conditions or other circumstances. Those transfers are recognized on the date of the event that prompted the transfer. There were no transfers of assets or liabilities required to be measured at fair value on a recurring basis between levels of the fair value hierarchy during the periods presented.
Assets and Liabilities Required to be Measured and Reported at Fair Value on a Recurring Basis
The following table provides the fair value for assets and liabilities required to be measured and reported at fair value on a recurring basis on the Unaudited Consolidated Balance Sheets by level in the fair value hierarchy.
 Recurring Fair Value Measurements at Reporting Date
September 30, 2023December 31, 2022
(Dollars in thousands)Level 1Level 2Level 3Level 1Level 2Level 3
Assets:   
Available-for-sale investment securities:
Obligations of:   
U.S. Treasury and government agencies
$42,466 $— $— $152,422 $— $— 
 U.S. government sponsored agencies— 103,932 — — 88,115 — 
States and political subdivisions
— 220,460 — — 225,882 — 
Residential mortgage-backed securities— 593,104 — — 604,653 — 
Commercial mortgage-backed securities— 50,840 — — 50,049 — 
Bank-issued trust preferred securities— 5,927 1,852 — 10,278 — 
Total available-for-sale securities$42,466 $974,263 $1,852 $152,422 $978,977 $— 
Equity investment securities (a)155 239 — 147 199 — 
Derivative assets (b)— 34,709 — — 34,123 — 
Liabilities:
Derivative liabilities (c)$— $29,491 $— $— $28,529 $— 
(a)    Included in "Other investment securities" on the Unaudited Consolidated Balance Sheets. For additional information, see "Note 3 Investment Securities" of the Notes to the Unaudited Condensed Consolidated Financial Statements.
(b)    Included in "Other assets" on the Unaudited Consolidated Balance Sheets. For additional information, see "Note 10 Derivative Financial Instruments" of the Notes to the Unaudited Condensed Consolidated Financial Statements.
(c)    Included in "Accrued expenses and other liabilities" on the Unaudited Consolidated Balance Sheets. For additional information, see "Note 10 Derivative Financial Instruments" of the Notes to the Unaudited Condensed Consolidated Financial Statements.
Available-for-Sale Investment Securities: The fair values used by Peoples are obtained from an independent pricing service and represent either quoted market prices for the identical securities (Level 1) or fair values determined by pricing models using a market approach that considers observable market data, such as interest rate volatility, SOFR (or other relevant) yield curves, credit spreads and prices from market makers and live trading systems (Level 2). As of September 30, 2023, Peoples had one

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available-for-sale investment security for which quoted market prices or observable market data was unavailable. Therefore, a broker estimated market value based on the price an interested buyer would be willing to pay was used to estimate the fair value (Level 3). Management reviews the valuation methodology and quality controls utilized by the pricing services or broker in management's overall assessment of the reasonableness of the fair values provided, and challenges prices when management believes a material discrepancy in pricing exists.
Equity Investment Securities: The fair values of Peoples' equity investment securities are obtained from quoted prices in active exchange markets for identical assets or liabilities (Level 1) or quoted prices in less active markets (Level 2).
Derivative Assets and Derivative Liabilities: Derivative assets and derivative liabilities are recognized on the Unaudited Consolidated Balance Sheets at their fair value within "Other assets" and "Accrued expenses and other liabilities", respectively. The fair value for derivative financial instruments is determined based on market prices, broker-dealer quotations on similar products, or other related input parameters (Level 2).
Assets and Liabilities Required to be Measured and Reported at Fair Value on a Non-Recurring Basis
The following table provides the fair value for each class of assets and liabilities required to be measured and reported at fair value on a non-recurring basis on the Unaudited Consolidated Balance Sheets by level in the fair value hierarchy at September 30, 2023 and December 31, 2022.
 Non-Recurring Fair Value Measurements at Reporting Date
September 30, 2023December 31, 2022
(Dollars in thousands)Level 2Level 3Level 2Level 3
Assets:
Collateral dependent loans$— $508 $— $10,354 
Loans held for sale (a)$1,443 $— $1,254 $— 
Other real estate owned$— $32 $— $55 
(a) Loans held for sale are presented gross of a valuation allowance of $237 and $105 at September 30, 2023 and at December 31, 2022, respectively.

Collateral Dependent Loans: Loans for which repayment is dependent upon the operation or sale of collateral, as the borrower is experiencing financial difficulty, are considered collateral dependent. Peoples utilizes outside third-party appraisal services to value the underlying collateral, which Peoples then uses to report the loans at their fair value (Level 3).
Loans Held for Sale: Loans originated and intended to be sold in the secondary market, generally one-to-four family residential loans, are carried, in aggregate, at the lower of cost or estimated fair value. Peoples uses a valuation model using quoted market prices of similar instruments in arriving at the fair value (Level 2).
Other Real Estate Owned ("OREO"): OREO, included in "Other assets" on the Unaudited Consolidated Balance Sheets, is comprised primarily of commercial and residential real estate properties acquired by Peoples in satisfaction of a loan. OREO obtained in satisfaction of a loan is recorded at the lower of cost or estimated fair value, less estimated costs to sell the property. The carrying value of OREO is not re-measured to fair value on a recurring basis, but is based on recent real estate appraisals and is updated at least annually. These appraisals may utilize a single valuation approach or a combination of approaches, including the comparable sales approach and the income approach. Adjustments are routinely made in the appraisal process by the independent appraisers to adjust for differences between the comparable sales and income data available (Level 3).
Servicing Rights: Servicing rights are included in "Other intangible assets" on the Unaudited Consolidated Balance Sheets. The fair value of servicing rights is determined by using a discounted cash flow model, which estimates the present value of the future net cash flows of the servicing portfolio based on various factors, such as servicing costs, expected prepayment speeds and discount rates (Level 3). The carrying value of servicing rights is not re-measured to fair value on a recurring basis. Peoples assesses the carrying value of servicing rights quarterly for impairment.


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Financial Instruments Not Required to be Measured or Reported at Fair Value
The following table provides the carrying amount for each class of assets and liabilities and the fair value for certain financial instruments that are not required to be measured or reported at fair value on the Unaudited Consolidated Balance Sheets.
 Fair Value Measurements of Other Financial Instruments
(Dollars in thousands)Fair Value Hierarchy LevelSeptember 30, 2023December 31, 2022
Carrying AmountFair ValueCarrying AmountFair Value
Assets:
Cash and cash equivalents1$299,109 $299,109 $154,022 $154,022 
Held-to-maturity investment securities:
   Obligations of:
U.S. government sponsored agencies2174,699 160,985 132,366 123,020 
States and political subdivisions (a)2144,728 104,810 145,263 108,776 
Residential mortgage-backed securities2248,627 218,970 176,215 157,998 
Commercial mortgage-backed securities2102,845 85,123 101,861 85,354 
Commercial mortgage-backed securities34,748 — 4,748 3,361 
        Total held-to-maturity securities675,647 569,888 560,453 478,509 
Other investment securities:
Other investment securities at cost:
Federal Home Loan Bank ("FHLB") stock N/A33,808 33,808 26,605 26,605 
Federal Reserve Bank ("FRB") stockN/A26,897 26,897 21,231 21,231 
Banker's Bank of Kentucky ("BBKY") stockN/A445 445 355 355 
Total other investment securities at cost61,150 61,150 48,191 48,191 
Other investment securities at fair value:
Nonqualified deferred compensation (b)12,744 2,744 2,048 2,048 
Other investment securities (c)22,044 2,044 1,024 1,024 
Total other investment securities 65,938 65,938 51,263 51,263 
Loans and leases, net of deferred fees and costs (d)36,084,390 5,808,484 4,707,150 4,516,695 
Bank owned life insurance 2139,554 139,554 105,292 105,292 
Liabilities:
Deposits2$7,037,518 $5,992,880 $5,716,941 $4,682,491 
Short-term borrowings2585,437 595,045 500,138 504,584 
Long-term borrowings2173,312 176,156 101,093 101,992 
(a) Held-to-maturity investment securities are presented gross of an allowance for credit losses of $238 and $241 at September 30, 2023 and December 31, 2022, respectively.
(b) Nonqualified deferred compensation includes mutual funds as part of the investment.
(c)     "Other investment securities", as reported on the Unaudited Consolidated Balance Sheets, also included equity investment securities at September 30, 2023
and at December 31, 2022, which are reported in the Assets and Liabilities Required to be Measured and Reported at Fair Value on a Recurring Basis
table above and not included in this table.
(d) Loans and leases, net of deferred fees and costs, are presented gross of an allowance for credit losses of $62.9 million and $53.2 million at September 30, 2023 and at December 31, 2022, respectively.

For certain financial assets and liabilities, carrying value approximates fair value due to the nature of the financial instrument. These financial instruments include cash and cash equivalents, and overnight borrowings. Peoples used the following methods and assumptions in estimating the fair value of the following financial instruments:
Cash and Cash Equivalents: Cash and cash equivalents include cash on hand, balances due from other banks, interest-bearing deposits in other banks, federal funds sold and other short-term investments with original maturities of ninety days or less. The carrying amount for cash and cash equivalents balances are a reasonable estimate of fair value (Level 1).
Held-to-Maturity Investment Securities: The fair values used by Peoples are obtained from an independent pricing service and represent fair values determined by pricing models using a market approach that considers observable market data, such as interest rate volatility, relevant yield curves, credit spreads and prices from market makers and live trading systems (Level 2). When observable market data is absent, the independent pricing service estimates prices based on

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underlying cash flow characteristics and discount rates and compares them to similar securities (Level 3). Management reviews the valuation methodology and quality controls utilized by the pricing services in management's overall assessment of the reasonableness of the fair values provided, and challenges prices when management believes a material discrepancy in pricing exists.
Other Investment Securities: Other investment securities at cost are not recorded at fair value as they are not marketable securities. Other investment securities at fair value are valued using quoted prices in an active market (Level 1) or quoted prices in less active markets (Level 2).
Loans and Leases, Net of Deferred Fees and Costs: The fair value of portfolio loans and leases assumes sale of the underlying notes to a third-party financial investor. Accordingly, this value is not necessarily the value to Peoples if the notes were held to maturity. Peoples considers interest rate, credit and market factors in estimating the fair value of loans and leases (Level 3). Fair values for loans and leases are estimated using a discounted cash flow methodology. The discount rates take into account interest rates currently being offered to customers for loans and leases with similar terms, the credit risk associated with the loans and leases and other market factors, including liquidity.
Bank Owned Life Insurance: Peoples' bank owned life insurance policies are recorded at their cash surrender value (Level 2). Peoples recognizes tax-exempt income from the periodic increases in the cash surrender value of these policies and from death benefits.
Deposits: The fair value of fixed-maturity certificates of deposit ("CDs") is estimated using a discounted cash flow calculation based on current rates offered for deposits of similar remaining maturities. Demand and other non-fixed-maturity deposits are estimated using a discounted cash flow calculation based on maturity, attrition and re-pricing assumptions (Level 2).
Short-term Borrowings: The fair value of short-term borrowings is estimated using a discounted cash flow analysis based on rates currently available to Peoples for borrowings with similar terms (Level 2). 
Long-term Borrowings: The fair value of long-term borrowings is estimated using a discounted cash flow analysis based on rates currently available to Peoples for borrowings with similar terms (Level 2). 
Certain financial assets and financial liabilities that are not required to be measured or reported at fair value can be subject to fair value adjustments in certain circumstances (for example, when there is evidence of impairment). These financial assets and financial liabilities include the following: customer relationships, the deposit base, and other information required to compute Peoples’ aggregate fair value, which are not included in the above information. Accordingly, the fair values described above are not intended to represent the aggregate fair value of Peoples.

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Note 3 Investment Securities
Available-for-sale
The following table summarizes Peoples' available-for-sale investment securities:

(Dollars in thousands)Amortized CostGross Unrealized GainsGross Unrealized LossesFair Value
September 30, 2023    
Obligations of:    
U.S. Treasury and government agencies$45,207 $— $(2,741)$42,466 
U.S. government sponsored agencies118,148 — (14,216)103,932 
States and political subdivisions263,001 6 (42,547)220,460 
Residential mortgage-backed securities714,501 725 (122,122)593,104 
Commercial mortgage-backed securities62,584 — (11,744)50,840 
Bank-issued trust preferred securities8,353 1 (575)7,779 
Total available-for-sale securities$1,211,794 $732 $(193,945)$1,018,581 
December 31, 2022    
Obligations of:    
U.S. Treasury and government agencies$158,473 $— $(6,051)$152,422 
U.S. government sponsored agencies101,753 18 (13,656)88,115 
States and political subdivisions261,612 12 (35,742)225,882 
Residential mortgage-backed securities707,025 1,017 (103,389)604,653 
Commercial mortgage-backed securities61,091 — (11,042)50,049 
Bank-issued trust preferred securities10,765 57 (544)10,278 
Total available-for-sale securities$1,300,719 $1,104 $(170,424)$1,131,399 

The gross gains and losses realized by Peoples from sales of available-for-sale securities for the periods ended September 30 were as follows:
Three Months EndedNine Months Ended
September 30,September 30,
(Dollars in thousands)2023202220232022
Gross gains realized$1,101 $29 $1,191 $189 
Gross losses realized(1,108)(8)(3,299)(82)
Net (loss) gain realized$(7)$21 $(2,108)$107 
The cost of investment securities sold, and any resulting gain or loss, were based on the specific identification method and recognized as of the trade date.

14
The following table presents a summary of available-for-sale investment securities that have been in a continuous unrealized loss position for the periods identified:
 Less than 12 Months12 Months or MoreTotal
(Dollars in thousands)
Fair
Value
Unrealized LossNo. of Securities
Fair
Value
Unrealized LossNo. of Securities
Fair
Value
Unrealized Loss
September 30, 2023        
Obligations of:
U.S. Treasury and government agencies
$15,992 $374 19 $26,476 $2,367 12 $42,468 $2,741 
U.S. government sponsored agencies
29,514 450 17 74,418 13,766 17 103,932 14,216 
States and political subdivisions47,093 3,358 106 170,282 39,189 156 217,375 42,547 
Residential mortgage-backed securities
68,958 4,928 85 519,488 117,194 238 588,446 122,122 
Commercial mortgage-backed securities
7,851 344 9 42,767 11,400 21 50,618 11,744 
Bank-issued trust preferred securities
— — — 3,925 575 2 3,925 575 
Total$169,408 $9,454 236 $837,356 $184,491 446 $1,006,764 $193,945 
December 31, 2022        
Obligations of:
U.S. Treasury and government agencies
$112,730 $2,772 13 $39,692 $3,279 11 $152,422 $6,051 
U.S. government sponsored agencies
15,166 249 17 66,706 13,407 18 81,872 13,656 
States and political subdivisions60,324 714 114 156,900 35,028 117 217,224 35,742 
Residential mortgage-backed securities
104,959 8,087 105 488,452 95,302 139 593,411 103,389 
Commercial mortgage-backed securities
1,874 129 2 48,175 10,913 21 50,049 11,042 
Bank-issued trust preferred securities
4,400 100 3 3,556 444 2 7,956 544 
Total$299,453 $12,051 254 $803,481 $158,373 308 $1,102,934 $170,424 
Management evaluates available-for-sale investment securities for an allowance for credit losses on a quarterly basis. At September 30, 2023, management concluded that no individual securities at an unrealized loss position required an allowance for credit losses. At September 30, 2023, Peoples did not have the intent to sell, nor was it more likely than not that Peoples would be required to sell, any of the securities with an unrealized loss prior to recovery. Further, the unrealized losses at both September 30, 2023 and December 31, 2022 were largely attributable to changes in market interest rates and spreads since the securities were purchased, and were not credit-related losses. Accrued interest receivable is not included in investment securities balances, and is presented in the “Other assets” line of the Unaudited Consolidated Balance Sheets, with no recorded allowance for credit losses. Interest receivable on investment securities was $9.4 million at September 30, 2023 and $7.8 million at December 31, 2022.
At September 30, 2023, approximately 99% of the mortgage-backed securities with a market value that had been at an unrealized loss position for twelve months or more were issued by U.S. government sponsored agencies. The remaining 1%, or five positions, consisted of privately issued mortgage-backed securities with all of the underlying mortgages originated prior to 2004. Of the five positions, no positions had a fair value of less than 90% of their book values. Management analyzed the underlying credit quality of these mortgage-backed securities and concluded the unrealized losses were primarily attributable to the floating rate nature of these investments and the low remaining number of loans underlying these securities. Obligations of the U.S. treasury and government agencies, obligations of U.S. government sponsored agencies, and obligations of states and political subdivisions were issued by the U.S. Treasury Department or other U.S., state or local government agencies or government-sponsored entities. The decline in fair values was attributable to changes in interest rates and not credit quality. Therefore, management does not consider these to be impaired securities.
The unrealized loss with respect to the two bank-issued trust preferred securities that had been in an unrealized loss position for twelve months or more at September 30, 2023 was attributable to the subordinated nature of the trust preferred securities.

15
The table below presents the amortized cost, fair value and total weighted-average yield of available-for-sale securities by contractual maturity at September 30, 2023. The weighted-average yields are based on the amortized cost. In some cases, the issuers may have the right to call or prepay obligations without call or prepayment penalties prior to the contractual maturity date.
 
(Dollars in thousands)Within 1 Year1 to 5 Years5 to 10 YearsOver 10 YearsTotal
Amortized cost     
Obligations of:     
U.S. Treasury and government agencies$— $30,703 $8,439 $6,065 $45,207 
U.S. government sponsored agencies7,929 60,184 32,335 17,700 118,148 
States and political subdivisions18,785 52,478 66,632 125,106 263,001 
Residential mortgage-backed securities1 4,052 61,904 648,544 714,501 
Commercial mortgage-backed securities1,628 12,583 27,254 21,119 62,584 
Bank-issued trust preferred securities— 3,000 3,500 1,853 8,353 
Total available-for-sale securities$28,343 $163,000 $200,064 $820,387 $1,211,794 
Fair value     
Obligations of:     
U.S. Treasury and government agencies$— $28,284 $8,242 $5,940 $42,466 
U.S. government sponsored agencies7,858 54,328 26,545 15,201 103,932 
States and political subdivisions18,554 48,537 54,148 99,221 220,460 
Residential mortgage-backed securities1 3,845 54,760 534,498 593,104 
Commercial mortgage-backed securities1,621 11,195 21,986 16,038 50,840 
Bank-issued trust preferred securities— 2,942 2,984 1,853 7,779 
Total available-for-sale securities$28,034 $149,131 $168,665 $672,751 $1,018,581 
Total weighted-average yield2.77 %2.27 %2.10 %2.29 %2.27 %
Held-to-maturity
The following table summarizes Peoples’ held-to-maturity investment securities:
(Dollars in thousands)Amortized CostAllowance for Credit Losses Gross Unrealized GainsGross Unrealized LossesFair Value
September 30, 2023    
Obligations of:   
 U.S. government sponsored agencies$174,699 $— $— $(13,714)$160,985 
States and political subdivisions144,728 (238)84 (39,764)104,810 
Residential mortgage-backed securities248,627 — 85 (29,742)218,970 
Commercial mortgage-backed securities107,593 — — (22,470)85,123 
Total held-to-maturity securities$675,647 $(238)$169 $(105,690)$569,888 
December 31, 2022    
Obligations of:    
U.S. government sponsored agencies$132,366 $— $130 $(9,476)$123,020 
States and political subdivisions145,263 (241)162 (36,408)108,776 
Residential mortgage-backed securities176,215 — 244 (18,461)157,998 
Commercial mortgage-backed securities106,609 — — (17,894)88,715 
Total held-to-maturity securities$560,453 $(241)$536 $(82,239)$478,509 
There were no sales of held-to-maturity securities during either of the nine months ended September 30, 2023 or 2022.
Management evaluates held-to-maturity investment securities for an allowance for credit losses on a quarterly basis. Peoples has determined that the loss given default for U.S. government sponsored agencies investment securities is zero, due to the fact that it is unlikely the ultimate guarantor (the U.S. government) would not perform on its implicit guarantee in the event of default. The remaining securities are included in the calculation of the allowance for credit losses for held-to-maturity investment securities. Peoples reported $0.2 million of allowance for credit losses for held-to-maturity securities at both September 30, 2023, and December 31, 2022.
The following table presents a summary of held-to-maturity investment securities that had been in a continuous unrealized loss position for the periods identified:

16
 Less than 12 Months12 Months or MoreTotal
(Dollars in thousands)Fair
Value		Unrealized LossNo. of SecuritiesFair
Value		Unrealized LossNo. of SecuritiesFair
Value		Unrealized Loss
September 30, 2023        
Obligations of:
U.S. government sponsored agencies$111,592 $3,708 22 49,393 10,006 16 $160,985 $13,714 
States and political subdivisions— — — 101,560 39,764 67 101,560 39,764 
Residential mortgage-backed securities
130,966 9,176 38 80,612 20,566 26 211,578 29,742 
Commercial mortgage-backed securities
21,396 3,599 8 63,727 18,871 30 85,123 22,470 
Total$263,954 $16,483 68 $295,292 $89,207 139 $559,246 $105,690 
December 31, 2022        
Obligations of:
U.S. government sponsored agencies$59,905 $651 17 29,306 8,825 9 $89,211 $9,476 
States and political subdivisions3,590 1,072 3 101,863 35,336 64 105,453 36,408 
Residential mortgage-backed securities
71,582 2,904 21 72,862 15,557 18 144,444 18,461 
Commercial mortgage-backed securities
26,869 650 8 61,846 17,244 29 88,715 17,894 
Total$161,946 $5,277 49 $265,877 $76,962 120 $427,823 $82,239 
The table below presents the amortized cost, fair value and total weighted-average yield of held-to-maturity securities by contractual maturity at September 30, 2023. The weighted-average yields are based on the amortized cost and are computed on a fully taxable-equivalent basis using a blended federal and state corporate income tax rate of 23.3% at September 30, 2023. In some cases, the issuers may have the right to call or prepay obligations without call or prepayment penalties prior to the contractual maturity date.
(Dollars in thousands)Within 1 Year1 to 5 Years5 to 10 YearsOver 10 YearsTotal
Amortized cost     
Obligations of:     
U.S. government sponsored agencies4,629 $18,660 $67,032 $84,378 $174,699 
States and political subdivisions— 5,218 9,392 130,118 144,728 
Residential mortgage-backed securities— 646 4,453 243,528 248,627 
Commercial mortgage-backed securities6,562 9,466 37,564 54,001 107,593 
Total held-to-maturity securities$11,191 $33,990 $118,441 $512,025 $675,647 
Fair value     
Obligations of:     
U.S. government sponsored agencies4,584 $17,800 $65,196 $73,405 $160,985 
States and political subdivisions— 5,157 7,706 91,947 104,810 
Residential mortgage-backed securities— 626 3,736 214,608 218,970 
Commercial mortgage-backed securities6,474 7,793 30,487 40,369 85,123 
Total held-to-maturity securities$11,058 $31,376 $107,125 $420,329 $569,888 
Total weighted-average yield2.32 %1.64 %4.04 %3.43 %3.43 %
Other Investment Securities
Peoples' other investment securities on the Unaudited Consolidated Balance Sheets consist largely of shares of FHLB stock and of FRB stock.

17
The following table summarizes the carrying value of Peoples' other investment securities:
(Dollars in thousands)September 30, 2023December 31, 2022
FHLB stock$33,808 $26,605 
FRB stock26,897 21,231 
Nonqualified deferred compensation2,744 2,048 
Equity investment securities394 346 
Other investment securities2,489 1,379 
Total other investment securities$66,332 $51,609 
During the nine months ended September 30, 2023, Peoples redeemed $15.6 million of FHLB stock in order to be in compliance with the requirements of the FHLB. Peoples purchased $17.2 million of additional FHLB stock during the nine months ended September 30, 2023, as a result of the FHLB's capital requirements on FHLB advances during the first nine months.
For the three months ended September 30, 2023 and 2022, Peoples recorded the change in the fair value of equity investment securities held during the period, in "Other non-interest income", resulting in an unrealized loss of $58,000 and an unrealized gain of $6,000, respectively. For the nine months ended September 30, 2023 and 2022, Peoples recognized an unrealized loss of $175,000 and an unrealized loss of $12,000, respectively, for the change in fair value of equity investment securities in "Other non-interest income".
At September 30, 2023, Peoples' investment in equity investment securities was comprised largely of common stocks issued by various unrelated bank holding companies. There were no equity investment securities of a single issuer that exceeded 10% of Peoples' stockholders' equity at September 30, 2023.
Pledged Securities
Peoples has pledged available-for-sale investment securities and held-to-maturity investment securities to secure public and trust department deposits, and repurchase agreements in accordance with federal and state requirements. Peoples has also pledged available-for-sale investment securities to secure additional borrowing capacity at the FHLB and the FRB.
The following table summarizes the carrying amount of Peoples' pledged securities:
 Carrying Amount
(Dollars in thousands)September 30, 2023December 31, 2022
Securing public and trust department deposits, and repurchase agreements:
     Available-for-sale$745,164 $779,244 
     Held-to-maturity523,317 312,921 
Securing additional borrowing capacity at the FHLB and the FRB:
     Available-for-sale3,520 3,972 
     Held-to-maturity1,254 128,870 
Note 4 Loans and Leases
Peoples' loan portfolio consists of various types of loans and leases originated primarily as a result of lending opportunities within Peoples' footprint. Peoples also originates insurance premium finance loans nationwide through its Peoples Premium Finance division, and originates leases nationwide through its North Star Leasing ("NSL") division and its Vantage Financial, LLC ("Vantage") subsidiary. Throughout this Form 10-Q, loans and leases are referred to as "total loans" and "loans held for investment".

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The major classifications of loan balances (in each case, net of deferred fees and costs) excluding loans held for sale, were as follows:
(Dollars in thousands)September 30,
2023		December 31, 2022
Construction$374,016 $246,941 
Commercial real estate, other2,189,984 1,423,518 
Commercial and industrial1,128,809 892,634 
Premium finance189,251 159,197 
Leases402,635 345,131 
Residential real estate791,965 723,360 
Home equity lines of credit203,940 177,858 
Consumer, indirect668,371 629,426 
Consumer, direct134,562 108,363 
Deposit account overdrafts857 722 
Total loans, at amortized cost$6,084,390 $4,707,150 
Accrued interest receivable is not included within the loan balances, but is presented in the “Other assets” line of the Unaudited Consolidated Balance Sheets, with no recorded allowance for credit losses. Total interest receivable on loans was $22.2 million at September 30, 2023 and $15.4 million at December 31, 2022.
Nonaccrual and Past Due Loans
A loan is considered past due if any required principal and interest payments have not been received as of the date such payments were required to be made under the terms of the loan agreement. A loan may be placed on nonaccrual status regardless of whether or not such loan is considered past due.
The amortized cost of loans on nonaccrual status and of loans delinquent for 90 days or more and accruing was as follows:
September 30, 2023December 31, 2022
(Dollars in thousands)
Nonaccrual (a)
Accruing Loans 90+ Days Past Due
Nonaccrual (a)
Accruing Loans 90+ Days Past Due
Construction$— $— $12 $— 
Commercial real estate, other3,661 487 12,121 167 
Commercial and industrial3,116 67 3,462 130 
Premium finance— 1,581 — 504 
Leases7,929 6,007 3,178 3,041 
Residential real estate8,454 736 9,496 917 
Home equity lines of credit1,026 177 820 58 
Consumer, indirect1,904 47 2,176 — 
Consumer, direct97 15 208 25 
Total loans, at amortized cost$26,187 $9,117 $31,473 $4,842 
(a) There were $0.5 million of nonaccrual loans for which there was no allowance for credit losses at September 30, 2023 and $1.4 million of nonaccrual loans for which there was no allowance for credit losses at December 31, 2022.
During the first nine months of 2023, nonaccrual loans declined compared to at December 31, 2022, which was primarily due to three large relationships totaling $8.0 million of commercial real estate loans which were paid off in the third quarter. This was partially offset by an increase in nonaccrual leases during the first nine months of 2023. The increase in accruing loans 90+ days past due at September 30, 2023 when compared to at December 31, 2022, was primarily due to increases of approximately $3.0 million and $1.1 million in leases and premium finance loans, respectively.
The amount of interest income recognized on accruing loans 90+ days past due during the nine months ended September 30, 2023 was $0.9 million.
The following table presents the aging of the amortized cost of past due loans:

19
Loans Past Due
Current
Loans
Total
Loans
(Dollars in thousands)30 - 59 days60 - 89 days90 + DaysTotal
September 30, 2023
Construction$— $— $— $— $374,016 $374,016 
Commercial real estate, other1,059 322 2,970 4,351 2,185,633 2,189,984 
Commercial and industrial733 2,513 3,171 6,417 1,122,392 1,128,809 
Premium finance781 686 1,581 3,048 186,203 189,251 
Leases4,057 9,036 13,937 27,030 375,605 402,635 
Residential real estate3,286 2,924 4,091 10,301 781,664 791,965 
Home equity lines of credit1,637 239 795 2,671 201,269 203,940 
Consumer, indirect5,663 1,090 816 7,569 660,802 668,371 
Consumer, direct441 96 53 590 133,972 134,562 
Deposit account overdrafts— — — — 857 857 
Total loans, at amortized cost$17,657 $16,906 $27,414 $61,977 $6,022,413 $6,084,390 
December 31, 2022
Construction$196 $161 $9 $366 $246,575 $246,941 
Commercial real estate, other2,279 1,051 10,370 13,700 1,409,818 1,423,518 
Commercial and industrial2,522 289 3,449 6,260 886,374 892,634 
Premium finance646 816 504 1,966 157,231 159,197 
Leases6,074 1,921 6,218 14,213 330,918 345,131 
Residential real estate10,113 2,128 5,519 17,760 705,600 723,360 
Home equity lines of credit987 149 552 1,688 176,170 177,858 
Consumer, indirect5,866 1,048 921 7,835 621,591 629,426 
Consumer, direct703 70 108 881 107,482 108,363 
Deposit account overdrafts— — — — 722 722 
Total loans, at amortized cost$29,386 $7,633 $27,650 $64,669 $4,642,481 $4,707,150 
Delinquency trends improved slightly, as 99.0% of Peoples' loan portfolio was considered “current” at September 30, 2023, compared to 98.6% at December 31, 2022.
Pledged Loans
Peoples has pledged certain loans secured by one-to-four family and multifamily residential mortgages, home equity lines of credit and commercial real estate loans under a blanket collateral agreement to secure borrowings from the FHLB. Peoples also has pledged eligible commercial and industrial loans to secure borrowings with the FRB. Loans pledged are summarized as follows:
(Dollars in thousands)September 30, 2023December 31, 2022
Loans pledged to FHLB$1,245,235 $783,843 
Loans pledged to FRB366,754 339,005 
Credit Quality Indicators
As discussed in "Note 1 Summary of Significant Accounting Policies" of the Notes to the Consolidated Financial Statements included in Peoples' 2022 Form 10-K, Peoples categorizes the majority of its loans into risk categories based upon an established risk grading matrix using a scale of 1 to 8. Loan grades are assigned at the time a new loan or lending commitment is extended by Peoples and may be changed at any time when circumstances warrant. Commercial loans to borrowers with an aggregate unpaid principal balance in excess of $1.0 million are reviewed at least on an annual basis for possible credit deterioration. Commercial leases, as well as loan relationships whose aggregate credit exposure to Peoples is equal to or less than $1.0 million, are reviewed on an event driven basis. Triggers for review include knowledge of adverse events affecting the borrower's business, receipt of financial statements indicating deteriorating credit quality or other similar events. Adversely classified loans are reviewed on a quarterly basis. A description of the general characteristics of the risk grades used by Peoples, follows:
“Pass” (grades 1 through 4): Loans in this risk category involve borrowers of acceptable-to-strong credit quality and risk who have the apparent ability to satisfy their loan obligations. Loans in this risk grade would possess sufficient mitigating factors, such as adequate collateral or strong guarantors possessing the capacity to repay the loan if required, for any weakness that may exist.

20
“Special Mention” (grade 5): Loans in this risk grade are the equivalent of the regulatory definition of “Other Assets Especially Mentioned.” Loans in this risk category possess some credit deficiency or potential weakness, which requires a high level of management attention. Potential weaknesses include declining trends in operating earnings and cash flows and/or reliance on a secondary source of repayment. If left uncorrected, these potential weaknesses may result in noticeable deterioration of the repayment prospects for the loan or in Peoples' credit position.
“Substandard” (grade 6): Loans in this risk grade are inadequately protected by the borrower's current financial condition and payment capability or the collateral pledged, if any. Loans so classified have one or more well-defined weaknesses that jeopardize the orderly repayment of the loans. They are characterized by the distinct possibility that Peoples will sustain some loss if the weaknesses are not corrected.
“Doubtful” (grade 7): Loans in this risk grade have all the weaknesses inherent in those classified as substandard, with the added characteristic that the weaknesses make collection or orderly repayment in full, on the basis of current existing facts, conditions and values, highly questionable and improbable. Possibility of loss is extremely high, but because of certain important and reasonably specific factors that may work to the advantage and strengthening of the exposure, classification of each of these loans as an estimated loss is deferred until its more exact status may be determined.
“Loss” (grade 8): Loans in this risk grade are considered to be non-collectible and of such little value that their continuance as bankable assets is not warranted. This does not mean a loan has absolutely no recovery value, but rather it is neither practical nor desirable to defer writing off the loan, even though partial recovery may be obtained in the future. Charge-offs against the allowance for credit losses are taken during the period in which the loan becomes uncollectible. Consequently, Peoples typically does not maintain a recorded investment in loans within this category.
Consumer loans and other smaller-balance loans are evaluated and categorized as "substandard," "doubtful" or "loss" based upon the regulatory definition of these classes and consistent with regulatory requirements. Leases are categorized as "special mention", "substandard", or "loss" based upon delinquency status and the prospect of collecting the remaining net investment balance owed under the lease. All other loans not evaluated individually, nor meeting the regulatory conditions to be categorized as described above, would be considered as being "not rated."
The following table summarizes the risk category of loans within Peoples' loan portfolio, including acquired loans, based upon the most recent analysis performed at September 30, 2023:
Term Loans at Amortized Cost by Origination YearRevolving Loans Converted to Term
(Dollars in thousands)20232022202120202019PriorRevolving Loans
Total
Loans
Construction

  Pass$49,218 $166,000 $103,935 $28,902 $8,931 $14,073 $— $— $371,059 
  Special mention— — — — — 125 — — 125 
  Substandard1,200 1,598 — — — 34 — — 2,832 
     Total50,418 167,598 103,935 28,902 8,931 14,232 — — 374,016 
Current period gross charge-offs— — 9 — — — 9 
Commercial real estate, other

  Pass159,774 296,172 377,054 238,765 273,896 705,640 32,428 194 2,083,729 
  Special mention1,000 7,374 1,950 4,303 5,178 17,863 947 45 38,615 
  Substandard315 1,430 7,268 10,669 2,404 44,954 590 — 67,630 
  Doubtful— — — — — 10 — — 10 
     Total161,089 304,976 386,272 253,737 281,478 768,467 33,965 239 2,189,984 
Current period gross charge-offs— — — 39 — 279 318 
Commercial and industrial
  Pass129,859 188,569 221,410 88,762 68,408 132,029 222,517 56 1,051,554 
  Special mention788 12,298 68 9,439 2,051 8,132 13,842 7,500 46,618 
  Substandard34 6,477 5,286 5,764 1,723 6,976 4,193 142 30,453 
  Doubtful— — — — — 184 — — 184 
     Total130,681 207,344 226,764 103,965 72,182 147,321 240,552 7,698 1,128,809 

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Term Loans at Amortized Cost by Origination YearRevolving Loans Converted to Term
(Dollars in thousands)20232022202120202019PriorRevolving Loans
Total
Loans
Current period gross charge-offs— — — 13 — 198 211 
Premium finance
Pass181,786 7,462 3 — — — — — 189,251 
     Total181,786 7,462 3 — — — — — 189,251 
Current period gross charge-offs2 76 1 — — — 79 
Leases
  Pass176,044 126,255 59,878 19,171 7,122 1,786 — 390,256 
  Special mention420 1,251 1,384 76 25 11 3,167 
  Substandard1,410 3,461 3,116 483 322 420 9,212 
     Total177,874 130,967 64,378 19,730 7,469 2,217 — — 402,635 
Current period gross charge-offs90 625 850 218 165 30 1,978 
Residential real estate
  Pass54,423 93,514 143,794 59,432 48,436 381,826 — — 781,425 
  Special mention— — — — — 111 — — 111 
  Substandard— 244 336 141 612 9,044 — — 10,377 
   Loss— — — — — 52 — — 52 
     Total54,423 93,758 144,130 59,573 49,048 391,033 — — 791,965 
Current period gross charge-offs— — — — — 150 150 
Home equity lines of credit
  Pass29,743 43,501 33,323 20,296 14,878 60,657 80 1,292 202,478 
  Substandard81 40 87 21 91 1,130 — — 1,450 
   Loss— — — — — 12 — — 12 
     Total29,824 43,541 33,410 20,317 14,969 61,799 80 1,292 203,940 
Current period gross charge-offs— — — — — 106 106 
Consumer, indirect
  Pass202,590 246,044 108,067 67,475 22,157 19,331 — — 665,664 
  Substandard169 704 803 510 211 235 — — 2,632 
   Loss16 39 9 11 — — — — 75 
     Total202,775 246,787 108,879 67,996 22,368 19,566 — — 668,371 
Current period gross charge-offs251 1,488 665 207 59 126 2,796 
Consumer, direct
  Pass54,619 41,130 20,085 9,714 3,854 4,850 — — 134,252 

22
Term Loans at Amortized Cost by Origination YearRevolving Loans Converted to Term
(Dollars in thousands)20232022202120202019PriorRevolving Loans
Total
Loans
  Substandard— 30 84 45 24 114 — — 297 
   Loss— — — — — 13 — — 13 
     Total54,619 41,160 20,169 9,759 3,878 4,977 — — 134,562 
Current period gross charge-offs18 99 32 84 14 27 274 
Deposit account overdrafts857 — — — — — — — 857 
Current period gross charge-offs809 — — — — — 809 
Total loans, at amortized cost1,044,346 1,243,593 1,087,940 563,979 460,323 1,409,612 274,597 9,229 6,084,390 
Total current period gross charge-offs$1,170 $2,288 $1,557 $561 $238 $916 $6,730 
The following table summarizes the risk category of loans within Peoples' loan portfolio, including acquired loans, based upon the then most recent analysis performed at December 31, 2022:
Term Loans at Amortized Cost by Origination Year
(Dollars in thousands)20222021202020192018PriorRevolving LoansRevolving Loans Converted to Term
Total
Loans
Construction

  Pass$82,143 $110,719 $27,893 $20,223 $656 $4,061 $44 $81 $245,739 
  Special mention— — — — — 818 — — 818 
  Substandard— 2 — — — 382 — — 384 
     Total82,143 110,721 27,893 20,223 656 5,261 44 81 246,941 
Commercial real estate, other

  Pass165,282 224,727 227,799 202,877 110,564 369,578 27,300 5,217 1,328,127 
  Special mention— 189 1,099 5,519 3,111 29,334 105 — 39,357 
  Substandard— 8,327 2,591 1,366 1,296 42,172 216 190 55,968 
  Doubtful— — — — — 66 — — 66 
     Total165,282 233,243 231,489 209,762 114,971 441,150 27,621 5,407 1,423,518 
Commercial and industrial
  Pass167,937 142,615 72,573 71,497 40,229 91,853 215,116 3,722 801,820 
  Special mention10,248 14,981 11,923 2,711 236 4,877 16,235 — 61,211 
  Substandard84 9,801 3,417 2,410 1,459 3,620 8,603 611 29,394 
  Doubtful— — — — — 209 — — 209 
     Total178,269 167,397 87,913 76,618 41,924 100,559 239,954 4,333 892,634 
Premium finance
  Pass158,778 419 — — — — — — 159,197 
Total158,778 419 — — — — — — 159,197 
Leases
Pass191,148 90,738 34,627 15,951 3,269 1,119 — — 336,852 
Special mention1,741 2,477 140 22 24 — — — 4,404 
Substandard546 1,840 571 464 454 — — — 3,875 
Total193,435 95,055 35,338 16,437 3,747 1,119 — — 345,131 
Residential real estate

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Term Loans at Amortized Cost by Origination Year
(Dollars in thousands)20222021202020192018PriorRevolving LoansRevolving Loans Converted to Term
Total
Loans
  Pass78,313 138,860 58,869 42,840 28,174 364,635 — — 711,691 
  Substandard— — 137 569 563 10,302 — — 11,571 
   Loss— — — — — 98 — — 98 
     Total78,313 138,860 59,006 43,409 28,737 375,035 — — 723,360 
Home equity lines of credit
  Pass41,781 35,768 19,863 14,820 13,800 50,291 334 2,096 176,657 
  Substandard— 60 — 53 126 958 — — 1,197 
   Loss— — — — — 4 — — 4 
     Total41,781 35,828 19,863 14,873 13,926 51,253 334 2,096 177,858 
Consumer, indirect
  Pass305,814 149,445 100,027 35,988 22,789 12,741 — — 626,804 
  Substandard384 811 659 266 304 193 — — 2,617 
   Loss— 5 — — — — — — 5 
     Total306,198 150,261 100,686 36,254 23,093 12,934 — — 629,426 
Consumer, direct
  Pass50,889 28,351 14,558 6,333 3,725 3,975 — — 107,831 
  Substandard97 63 138 46 21 150 — — 515 
   Loss— — — — — 17 — — 17 
     Total50,986 28,414 14,696 6,379 3,746 4,142 — — 108,363 
Deposit account overdrafts722 — — — — — — — 722 
Total loans, at amortized cost$1,255,907 $960,198 $576,884 $423,955 $230,800 $991,453 $267,953 $11,917 $4,707,150 
Collateral Dependent Loans
Peoples has certain loans for which repayment is dependent upon the operation or sale of collateral, as the borrower is experiencing financial difficulty. The underlying collateral can vary based upon the type of loan. The following provides more detail about the types of collateral that secure collateral dependent loans:
•Construction loans are typically secured by owner occupied commercial real estate or non-owner occupied investment real estate. Typically, owner occupied construction loans are secured by office buildings, warehouses, manufacturing facilities, and other commercial and industrial properties that are in process of construction. Non-owner occupied commercial construction loans are generally secured by office buildings and complexes, multi-family complexes, land under development, and other commercial and industrial real estate in process of construction.
•Commercial real estate loans can be secured by either owner occupied commercial real estate or non-owner occupied investment commercial real estate. Typically, owner occupied commercial real estate loans are secured by office buildings, warehouses, manufacturing facilities and other commercial and industrial properties occupied by operating companies. Non-owner occupied commercial real estate loans are generally secured by office buildings and complexes, retail facilities, multifamily complexes, land under development, industrial properties, as well as other commercial or industrial real estate.
•Commercial and industrial loans are generally secured by equipment, inventory, accounts receivable, and other commercial property.
•Residential real estate loans are typically secured by first mortgages, and in some cases could be secured by a second mortgage, on residential real estate property.
•Home equity lines of credit are generally secured by second mortgages on residential real estate property.
•Consumer loans are generally secured by automobiles, motorcycles, recreational vehicles and other personal property. Some consumer loans are unsecured and have no underlying collateral.
•Leases are secured by commercial equipment and other essential business assets.
•Premium finance loans are secured by the unearned portion of the insurance premium being financed.

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The following table details Peoples' amortized cost of collateral dependent loans:
(Dollars in thousands)September 30, 2023December 31, 2022
Commercial real estate, other— 8,362 
Commercial and industrial— 1,456 
Residential real estate508 536 
Total collateral dependent loans$508 $10,354 
The decrease in collateral dependent loans at September 30, 2023, compared to December 31, 2022, was primarily due to three large-relationships that were paid in full during the nine months ended September 30, 2023.
Modifications for Borrowers Experiencing Financial Difficulty Subsequent to the Adoption of ASU 2022-02
As part of Peoples' loss mitigation activities, Peoples may agree to modify the contractual terms of a loan to a borrower experiencing financial difficulty. The most common modifications to the contractual terms of a loan to a borrower experiencing financial difficulty include an extension of the maturity date, a reduction in the interest rate for the remaining life of the loan, a temporary period of interest-only payments, and a reduction in the contractual payment amount for either a short period or the remaining term of the loan.
In addition to loan modifications, Peoples also provides other loss mitigation options, such as forbearance and repayment plans, to assist borrowers who experience financial difficulties. In assessing whether or not a borrower is experiencing financial difficulty, Peoples considers information currently available regarding the financial condition of the borrower. This information includes, but is not limited to, whether (1) the borrower is currently in payment default on any of the borrower's debt; (2) a payment default is probable in the foreseeable future without the modification; (3) the borrower has declared or is in the process of declaring bankruptcy; and (4) the borrower's projected cash flow is insufficient to satisfy contractual payments due under the original terms of the loan without a modification.
The following tables display the amortized cost of loans that were restructured during the three months and the nine months ended September 30, 2023, presented by loan classification.
During the Three Months Ended September 30, 2023
(Dollars in thousands)Term ExtensionTotal
Percentage of Total by Loan Category(a)(b)
Commercial real estate$901 $901 0.04 %
Commercial and industrial2,352 2,352 0.21 %
Residential real estate25 25 — %
Home equity lines of credit52 52 0.03 %
Total$3,330 $3,330 0.05 %
During the Nine Months Ended September 30, 2023
Payment Delay (Only)Forbearance Plan and Term Extension
Percentage of Total by Loan Category(a)
(Dollars in thousands)Forbearance PlanPayment DeferralTerm ExtensionTotal
Construction$— $1,598 $— $— $1,598 0.43 %
Commercial real estate189 — 1,089 — 1,278 0.06 %
Commercial and industrial— — 5,130 293 5,423 0.48 %
Residential real estate— — 243 — 243 0.03 %
Home equity lines of credit— — 203 — 203 0.10 %
Total$189 $1,598 $6,665 $293 $8,745 0.14 %
(a) Based on the amortized cost basis as of period end, divided by the period end amortized cost basis of the corresponding class of financing receivable.

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The following tables summarize the financial impacts of loan modifications and payment deferrals made to loans during the three months and the nine months ended September 30, 2023, presented by loan classification.
During the Three Months Ended September 30, 2023
Weighted-Average Term Extension
(in months)
Average Amount Capitalized as a Result of a Payment Delay(a)
Commercial real estate4$— 
Commercial and industrial4— 
Residential real estate240— 
Home equity lines of credit217— 
During the Nine Months Ended September 30, 2023
Weighted-Average Term Extension
(in months)
Average Amount Capitalized as a Result of a Payment Delay(a)
Commercial real estate6$— 
Commercial and industrial5— 
Residential real estate2138,072 
Home equity lines of credit189— 
Consumer, indirect2— 
(a) Represents the average amount of delinquency-related amounts that were capitalized as part of the loan balance. Amounts are in whole dollars.
The following table displays the amortized cost of loans that received a completed modification or payment deferral on or after January 1, 2023, the date Peoples adopted ASU 2022-02, through September 30, 2023, and that defaulted in the period presented. For purposes of this disclosure, Peoples defines loans that had a payment default as loans that were 90 days or more past due following a modification through September 30, 2023.

For the Nine Months Ended September 30, 2023
Payment Delay as a Result of a Payment Deferral (Only)Total
Commercial and industrial$245 $245 
Consumer, indirect$11 $11 
Total loans that subsequently defaulted$256 $256 
(1) Represents the sum of amortized cost and gross charge-off as of period end. Excludes loans that liquidated either through foreclosure, deed-in-lieu of foreclosure, or a short sale.

The following table displays an aging analysis of loans that were modified on or after January 1, 2023, the date Peoples adopted ASU 2022-02, through September 30, 2023, presented by classification and class of financing receivable.

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As of September 30, 2023
(Dollars in thousands)30-59 Days Delinquent60-89 Days Delinquent90+ Days DelinquentTotal DelinquentCurrentTotal
Construction$— $— $— $— $1,598 $1,598 
Commercial real estate— 76 — 76 1,203 1,279 
Commercial and industrial— 276 2,042 2,318 3,105 5,423 
Residential real estate— — — — 242 242 
Home equity lines of credit— — — — 203 203 
Total loans modified(a)
$— $352 $2,042 $2,394 $6,351 $8,745 
(a) Represents the amortized cost basis as of period end.
Troubled Debt Restructurings Disclosures Prior to the Adoption of ASU 2022-02
Prior to the adoption of ASU 2022-02, Peoples accounted for a modification to the contractual terms of a loan that resulted in granting a concession to a borrower experiencing financial difficulties as a TDR. See “Note 1 Summary of Significant Accounting Policies” in Peoples' 2022 Form 10-K for more information on our TDR policy, and “Note 1, Summary of Significant Accounting Policies” in this Form 10-Q for more information on the adoption of ASU 2022-02.

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The following table summarizes the loans that were modified as TDRs during the three months and the nine months ended September 30, 2022:
Three Months Ended
Recorded Investment (a)
(Dollars in thousands)Number of ContractsPre-ModificationPost-ModificationRemaining Recorded Investment
September 30, 2022
Commercial and industrial1 20 20 19 
Residential real estate7 323 361 354 
Home equity lines of credit2 119 119 119 
Consumer, indirect6 79 79 79 
Consumer, direct3 20 20 20 
   Consumer9 99 99 99 
Total19 $561 $599 $591 
(a) The amounts shown are inclusive of all partial paydowns and charge-offs. Loans modified in a TDR that were fully paid down, charged-off or foreclosed upon by period end are not reported.
Nine Months Ended
Recorded Investment (a)
(Dollars in thousands)Number of ContractsPre-ModificationPost-ModificationRemaining Recorded Investment
September 30, 2022
Commercial real estate, other3 282 282 276 
Commercial and industrial6 1,309 1,313 801 
Residential real estate30 1,478 1,562 1,536 
Home equity lines of credit5 251 251 247 
Consumer, indirect19 237 237 237 
Consumer, direct6 63 63 63 
   Consumer25 300 300 300 
Total69 $3,620 $3,708 $3,160 
(a) The amounts shown are inclusive of all partial paydowns and charge-offs. Loans modified in a TDR that were fully paid down, charged-off or foreclosed upon by period end are not reported.
Allowance for Credit Losses
As discussed in "Note 1 Summary of Significant Accounting Policies" of the Notes to the Consolidated Financial Statements included in Peoples' 2022 Form 10-K, Peoples estimates the allowance for credit losses using relevant available information, from both internal and external sources, relating to past events, current conditions, and reasonable and supportable forecasts. In management's estimation of expected credit losses, Peoples uses a one-year reasonable and supportable period across all segments. Following the reasonable and supportable period, Peoples reverts the macroeconomic variables to their long run average over a four-quarter reversion period.

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Changes in the allowance for credit losses for the three months and the nine months ended September 30, 2023 and September 30, 2022 are summarized below:
(Dollars in thousands)
Beginning Balance, June 30, 2023
Initial Allowance for Acquired PCD Assets (a)(Recovery of) Provision for Credit Losses (b)Charge-offsRecoveries
Ending Balance, September 30, 2023
Construction$1,496 — (255)— — 1,241 
Commercial real estate, other19,731 138 1,569 (278)97 21,257 
Commercial and industrial11,028 3 (630)(199)3 10,205 
Premium finance431 — 66 (33)12 476 
Leases10,377 — 2,052 (905)168 11,692 
Residential real estate6,112 6 156 (50)27 6,251 
Home equity lines of credit1,676 5 (9)(32)— 1,640 
Consumer, indirect7,610 — 683 (926)149 7,516 
Consumer, direct2,642 1 (43)(92)11 2,519 
Deposit account overdrafts108 — 289 (319)49 127 
Total$61,211 $153 $3,878 $(2,834)$516 $62,924 
(a)Includes purchase price adjustments related to acquisitions previously completed but were within the 12-month measurement period.
(b)Amount does not include the provision for the allowance for credit losses on unfunded commitments.
(Dollars in thousands)Beginning Balance,
June 30, 2022		Initial Allowance for Acquired PCD Assets (a)(Recovery of) Provision for Credit Losses (b)Charge-offsRecoveriesEnding Balance, September 30, 2022
Construction$1,531 $— $(67)$— $— $1,464 
Commercial real estate, other18,708 — (995)(57)39 17,695 
Commercial and industrial8,572 — 72 (36)3 8,611 
Premium finance311 — 279 (38)1 553 
Leases7,585 377 560 (731)99 7,890 
Residential real estate6,332 — 264 (168)36 6,464 
Home equity lines of credit1,699 — (50)(5)— 1,644 
Consumer, indirect6,234 — 1,207 (600)71 6,912 
Consumer, direct1,321 — 343 (81)9 1,592 
Deposit account overdrafts53 — 218 (274)44 41 
Total$52,346 $377 $1,831 $(1,990)$302 $52,866 
(a)Includes purchase price adjustments related to acquisitions previously completed but were within the 12-month measurement period.
(b)Amount does not include the provision for the allowance for credit losses on unfunded commitments.

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(Dollars in thousands)
Beginning Balance, December 31, 2022
Initial Allowance for Acquired PCD Assets (a)Provision for (Recovery of) Credit Losses (b)Charge-offsRecoveries
Ending Balance, September 30, 2023
Construction$1,250 $— $— $(9)$— $1,241 
Commercial real estate, other17,710 418 3,307 (318)140 21,257 
Commercial and industrial8,229 379 1,354 (211)454 10,205 
Premium finance344 — 187 (79)24 476 
Leases8,495 — 4,838 (1,978)337 11,692 
Residential real estate6,357 260 (341)(150)125 6,251 
Home equity lines of credit1,693 18 35 (106)— 1,640 
Consumer, indirect7,448 — 2,507 (2,796)357 7,516 
Consumer, direct1,575 86 1,071 (274)61 2,519 
Deposit account overdrafts61 — 701 (809)174 127 
Total$53,162 $1,161 $13,659 $(6,730)$1,672 $62,924 
(a) Includes purchase price adjustments related to acquisitions previously completed but were within the 12-month measurement period
(b) Amount does not include the provision for the allowance for credit losses on unfunded commitments.


(Dollars in thousands)Beginning Balance,
December 31, 2021		Initial Allowance for Acquired PCD Assets (a)(Recovery of) Provision for Credit Losses (b)Charge-offsRecoveries
Ending Balance, September 30, 2022
Construction$2,999 $— $(1,535)$— $— $1,464 
Commercial real estate, other29,147 (451)(10,908)(357)264 17,695 
Commercial and industrial11,063 (418)(1,124)(919)9 8,611 
Premium finance379 — 247 (82)9 553 
Leases4,797 801 3,650 (1,697)339 7,890 
Residential real estate7,233 (509)200 (524)64 6,464 
Home equity lines of credit2,005 (11)(333)(46)29 1,644 
Consumer, indirect5,326 (41)2,821 (1,434)240 6,912 
Consumer, direct961 — 877 (277)31 1,592 
Deposit account overdrafts57 — 772 (938)150 41 
Total$63,967 $(629)$(5,333)$(6,274)$1,135 $52,866 
(a)Includes purchase price adjustments related to acquisitions previously completed but were within the 12-month measurement period.
(b)Amount does not include the provision for the allowance for credit losses on unfunded commitments.
During the third quarter of 2023, Peoples recorded a total provision for credit losses of $4.1 million, which was driven by (i) loan growth, (ii) an increase in net charge-offs, (iii) updates to our prepayment, curtailment and funding rates, and (iv) a deterioration in macro-economic conditions used within the CECL model, partially offset by the release of reserves on individually analyzed loans. The increase in the allowance for credit losses at September 30, 2023 when compared to prior periods was driven by the establishment of an allowance for credit losses for loans acquired in the Limestone Merger that were not considered purchased credit deteriorated ("PCD").
During the third quarter of 2022, Peoples recorded a provision for credit losses of $1.8 million driven by a deterioration of macro-economic conditions, partially offset by a release of reserves on individually analyzed loans. Leases designated as PCD acquired from

30
Vantage increased the allowance for credit losses by $377,000. Net charge-offs for the third quarter of 2022 were $1.7 million, and included charge-offs of three leases aggregating $0.6 million.
Peoples had recorded an allowance for unfunded commitments of $2.2 million and $2.0 million as of September 30, 2023 and December 31, 2022, respectively. The allowance for unfunded commitments (also referred to as "unfunded commitment liability") is presented in the “Accrued expenses and other liabilities” line of the Unaudited Consolidated Balance Sheets. The change in the allowance for unfunded commitments is also reflected in the "Provision for (recovery of) credit losses" line of the Unaudited Consolidated Statements of Operations.
Note 5 Goodwill and Other Intangible Assets
Goodwill
The following table details changes in the recorded amount of goodwill:
(Dollars in thousands)September 30, 2023December 31, 2022
Goodwill, beginning of year$292,397 $264,193 
Goodwill recorded from acquisitions62,709 28,204 
Goodwill, end of period$355,106 $292,397 
As of the close of business on April 30, 2023, Peoples completed its merger with Limestone Bancorp, Inc. ("Limestone") pursuant to an Agreement and Plan of Merger dated October 24, 2022, at which point Limestone merged with and into Peoples, and immediately thereafter, Limestone Bank, Inc., the subsidiary bank of Limestone, merged with and into Peoples Bank (collectively, the “Limestone Merger”). Peoples has recorded preliminary goodwill from the Limestone Merger totaling $62.1 million as of September 30, 2023.
On January 3, 2023, Peoples acquired a trust and investment business, for which Peoples has recorded $0.6 million in goodwill as of September 30, 2023.
On March 7, 2022, Peoples Bank purchased 100% of the equity of Vantage pursuant to an Equity Purchase Agreement, dated February 16, 2022, at which point Vantage became a wholly-owned subsidiary of Peoples Bank. During 2022, Peoples recorded $27.2 million of goodwill related to this acquisition, which was offset partially by an adjustment of $1.3 million to the goodwill balance related to the merger (the "Premier Merger") of Peoples with Premier Financial Bancorp, Inc. (“Premier”) on September 17, 2021.
Other Intangible Assets
Other intangible assets were comprised of the following at September 30, 2023, and at December 31, 2022:
(Dollars in thousands)Core DepositsCustomer RelationshipsIndefinite-Lived Trade NamesTotal
September 30, 2023
Gross intangibles$26,464 $39,241 $2,491 $68,196 
Intangibles recorded from acquisitions27,722 — — 27,722 
Accumulated amortization(23,952)(20,076)— (44,028)
Total acquisition-related intangibles$30,234 $19,165 $2,491 $51,890 
Servicing rights1,498 
Total other intangibles$53,388 
December 31, 2022
Gross intangibles$26,464 $25,173 $1,274 $52,911 
Intangibles recorded from acquisitions— 14,067 1,217 15,284 
Accumulated amortization(20,667)(15,412)— (36,079)
Total acquisition-related intangibles$5,797 $23,828 $2,491 $32,116 
Servicing rights1,816 
Total other intangibles$33,932 


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As of September 30, 2023, Peoples has recorded $27.7 million of core deposit intangibles related to the Limestone Merger. Refer to "Note 13 Acquisitions" for additional information.
Peoples recorded other intangible assets in 2022 related to the Vantage acquisition consisting of $10.8 million of customer relationship intangible assets, $1.2 million of non-compete intangible assets, and $1.2 million of indefinite-lived trade name intangible assets. Peoples also recorded $2.0 million of customer relationship intangible assets and $0.1 million of non-compete intangible assets related to the acquisition of Elite Agency, Inc. ("Elite") in 2022. Refer to "Note 13 Acquisitions" for additional information.
The following table details estimated aggregate future amortization of other intangible assets at September 30, 2023:
(Dollars in thousands)Core DepositsCustomer RelationshipsTotal
Remaining three months of 2023$1,692 $1,554 $3,246 
20245,881 5,343 11,224 
20254,614 4,255 8,869 
20263,738 3,114 6,852 
20273,046 2,289 5,335 
Thereafter11,263 2,610 13,873 
Total$30,234 $19,165 $49,399 
The weighted average amortization period of other intangible assets is 9.2 years.
Note 6 Deposits
Peoples’ deposit balances were comprised of the following:
(Dollars in thousands)September 30, 2023December 31, 2022
Retail certificates of deposits ("CDs"):  
$100 or more$673,848 $263,341 
Less than $100524,885 266,895 
Total Retail CDs1,198,733 530,236 
Interest-bearing deposit accounts1,181,079 1,160,182 
Savings accounts987,170 1,068,547 
Money market deposit accounts730,902 617,029 
Governmental deposit accounts761,625 625,965 
Brokered CDs608,914 125,580 
Total interest-bearing deposits5,468,423 4,127,539 
Non-interest-bearing deposits$1,569,095 1,589,402 
Total deposits$7,037,518 $5,716,941 
Uninsured deposits were $1.9 billion and $1.6 billion at September 30, 2023 and at December 31, 2022, respectively. Uninsured amounts are estimated based on the portion of the respective customer account balances that exceeded the FDIC limit of $250,000. Peoples pledges investment securities against certain governmental deposit accounts, which covered over $812.7 million of the uninsured deposit balances at September 30, 2023.

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Uninsured time deposits are broken out below by time remaining until maturity.
(Dollars in thousands)September 30, 2023December 31, 2022
3 months or less$34,976 $19,282 
Over 3 to 6 months58,092 14,871 
Over 6 to 12 months135,603 14,383 
Over 12 months33,184 52,216 
Total$261,855 $100,752 
The contractual maturities of CDs for each of the next five years, including the remainder of 2023, and thereafter are as follows:
(Dollars in thousands)RetailBrokeredTotal
Remaining three months ending December 31, 2023$200,562 $608,914 $809,476 
Year ending December 31, 2024899,116 — 899,116 
Year ending December 31, 202545,630 — 45,630 
Year ending December 31, 202619,560 — 19,560 
Year ending December 31, 202726,296 — 26,296 
Thereafter7,569 — 7,569 
Total CDs$1,198,733 $608,914 $1,807,647 
At September 30, 2023, Peoples had eleven effective interest rate swaps, with an aggregate notional value of $105.0 million, of which $105.0 million were funded by brokered CDs. Brokered CDs used to fund interest rate swaps are expected to be extended every 90 days through the maturity dates of the swaps. Additional information regarding Peoples' interest rate swaps can be found in "Note 10 Derivative Financial Instruments."
Note 7 Stockholders’ Equity
The following table details the progression in Peoples’ common shares and treasury stock during the nine months ended September 30, 2023:
 Common SharesTreasury
Stock
Shares at December 31, 202229,857,920 1,643,461 
Changes related to stock-based compensation awards:  
Release of restricted common shares— 34,710 
Cancellation of restricted common shares— 15,726 
Grant of restricted common shares— (249,645)
Grant of unrestricted common shares— (1,900)
Changes related to deferred compensation plan for Boards of Directors:
Purchase of treasury stock— 15,737 
Disbursed out of treasury stock— (4,368)
Common shares issued under dividend reinvestment plan38,305 — 
Common shares issued under compensation plan for Boards of Directors
— (15,827)
Common shares issued under employee stock purchase plan
— (25,244)
Issuance of common shares related to the Limestone Merger
6,827,668 — 
Shares at September 30, 202336,723,893 1,412,650 
On January 28, 2021, Peoples' Board of Directors approved a share repurchase program authorizing Peoples to purchase up to an aggregate of $30.0 million of Peoples' outstanding common shares. At September 30, 2023, Peoples had repurchased 263,183 common shares totaling $7.4 million under the share repurchase program. There were no common shares repurchased during the first nine months of 2023.
Under Peoples' Amended Articles of Incorporation, Peoples is authorized to issue up to 50,000 preferred shares, in one or more series, having such voting powers, designations, preferences, rights, qualifications, limitations and restrictions as designated by Peoples' Board of Directors. At September 30, 2023, Peoples had no preferred shares issued or outstanding.
On October 23, 2023, Peoples' Board of Directors declared a quarterly cash dividend of $0.39 per common share, payable on November 20, 2023, to shareholders of record on November 6, 2023. The following table details the cash dividends declared per common share during the four quarters of 2023 and the comparable periods of 2022:
20232022
First quarter$0.38 $0.36 
Second quarter0.39 0.38 
Third quarter0.39 0.38 
Fourth quarter0.39 0.38 
Total dividends declared$1.55 $1.50 
Accumulated Other Comprehensive (Loss) Income
The following table details the change in the components of Peoples’ accumulated other comprehensive (loss) income during the nine months ended September 30, 2023:
(Dollars in thousands)Unrealized (Loss) Gain on SecuritiesUnrecognized Net Pension and Postretirement CostsUnrealized Gain (Loss) on Cash Flow HedgesAccumulated Other Comprehensive (Loss) Income
Balance, December 31, 2022$(129,896)$(1,633)$4,393 $(127,136)
Reclassification adjustments to net income:
  Realized loss on sale of securities, net of tax1,616 — — 1,616 
Realized loss due to settlement and curtailment, net of tax— 1,858 — 1,858 
Other comprehensive (loss) income, net of reclassifications and tax
(19,824)(180)(130)(20,134)
Balance, September 30, 2023$(148,104)$45 $4,263 $(143,796)
Note 8 Employee Benefit Plans
Peoples sponsored a noncontributory defined benefit pension plan that covered substantially all employees hired before January 1, 2010. The plan provided retirement benefits based on an employee’s years of service and compensation. For employees hired before January 1, 2003, the amount of post-retirement benefit was based on the employee’s average monthly compensation over the highest five consecutive years out of the employee’s last ten years with Peoples while an eligible employee. For employees hired on or after January 1, 2003, the amount of post-retirement benefit was based on 2% of the employee’s annual compensation during the years 2003 through 2009, plus accrued interest. During the third quarter of 2023, Peoples terminated its pension plan by settling the remaining benefit obligation of $7.7 million. The pension plan had been closed to new entrants since January 1, 2010. Peoples recorded a settlement charge of $2.4 million in the third quarter of 2023 in relation to the termination of the pension plan. Peoples does not anticipate further expenses related to the termination.
Peoples also provides post-retirement health and life insurance benefits to certain former employees and directors. Only those individuals who retired before January 27, 2012 were eligible for life insurance benefits. Since January 1, 2011, all retirees who desire to participate in the Peoples Bank medical plan may do so by electing COBRA, which provides up to 18 months of coverage; retirees over the age of 65 also have the option to pay to participate in a group Medicare supplemental plan. Peoples only pays 100% of the cost of health benefits for those individuals who retired before January 1, 1993. For all others, the retiree is responsible for most, if not all, of the cost of the health benefits. Peoples’ policy is to fund the cost of the benefits as they arise.

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Note 9 Earnings Per Common Share
The calculations of basic and diluted earnings per common share were as follows:
Three Months EndedNine Months Ended
September 30,September 30,
(Dollars in thousands, except per common share data)2023202220232022
Net income available to common shareholders$31,882 $25,978 $79,538 $74,443 
Less: Dividends paid on unvested common shares143 102 388 252 
Less: Undistributed income allocated to unvested common shares79 24 190 65 
Net earnings allocated to common shareholders$31,660 $25,852 $78,960 $74,126 
Weighted-average common shares outstanding34,818,346 27,865,416 31,771,061 27,929,720 
Effect of potentially dilutive common shares243,551 107,839 206,425 79,543 
Total weighted-average diluted common shares outstanding35,061,897 27,973,255 31,977,486 28,009,263 
Earnings per common share:
Basic$0.91 $0.93 $2.49 $2.65 
Diluted$0.90 $0.92 $2.47 $2.65 
Anti-dilutive common shares excluded from calculation:
Restricted common shares 3,046 1,832 10,547 — 
Note 10 Derivative Financial Instruments
Peoples utilizes interest rate swap agreements as part of its asset/liability management strategy to help manage its interest rate risk position. The notional amount of the interest rate swaps does not represent amounts exchanged by the parties. The amount exchanged is determined by reference to the notional amount and the other terms of the individual interest rate swap agreements. The fair value of derivative financial instruments is included in the "Other assets" and the "Accrued expenses and other liabilities" lines in the accompanying Unaudited Consolidated Balance Sheets, while cash activity related to these derivative financial instruments is included in the activity in "Net cash provided by operating activities" in the Unaudited Condensed Consolidated Statements of Cash Flows.
Derivative Financial Instruments and Hedging Activities - Risk Management Objective of Using Derivative Financial Instruments
Peoples is exposed to certain risks arising from both its business operations and economic conditions. Peoples principally manages its exposures to a wide variety of business and operational risks through management of its core business activities. Peoples manages economic risks, including interest rate, liquidity and credit risk, primarily by managing the amount, sources and duration of its assets and liabilities. Peoples also manages interest rate risk through the use of derivative financial instruments. Specifically, Peoples enters into derivative financial instruments to manage exposures that arise from business activities that result in the receipt or payment of future known or expected cash amounts, the values of which are determined by interest rates. Peoples’ derivative financial instruments are used to manage differences in the amount, timing and duration of Peoples' known or expected cash receipts and its known or expected cash payments principally related to certain variable rate borrowings. Peoples also has interest rate derivative financial instruments that result from a service provided to certain qualifying customers and, therefore, are not used to manage interest rate risk in Peoples' assets or liabilities. Peoples manages a matched book with respect to customer-related derivative financial instruments in order to minimize its net risk exposure resulting from such transactions.
Cash Flow Hedges of Interest Rate Risk
Peoples' objectives in using interest rate derivative financial instruments are to add stability to interest income and expense, and to manage its exposure to interest rate movements. To accomplish these objectives, Peoples has entered into interest rate swaps as part of its interest rate risk management strategy. These interest rate swaps are designated as cash flow hedges and involve the receipt of variable rate amounts from a counterparty in exchange for Peoples making fixed payments. At September 30, 2023, Peoples had entered into eleven interest rate swap contracts with an aggregate notional value of $105.0 million. Peoples will pay a fixed rate of interest for up to ten years while receiving a floating rate component of interest equal to term SOFR. The interest received on the floating rate component is intended to offset the interest paid on rolling three-month brokered CDs, which will continue to be rolled through the life of the interest rate swaps. At September 30, 2023 and at December 31, 2022, the interest rate swaps were designated as cash flow hedges of $105.0 million and $125.0 million, respectively, in brokered CDs, which are expected to be extended every 90 days through the maturity dates of the interest rate swaps.

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For derivative financial instruments designated as cash flow hedges, the effective and ineffective portions of changes in the fair value of each derivative financial instrument is reported in accumulated other comprehensive (loss) income ("AOCI") (outside of earnings), net of tax, and are reclassified to interest expense as interest payments are made or received on Peoples' variable-rate liabilities. Peoples assesses the effectiveness of each hedging relationship by comparing the changes in cash flows of the hedging derivative financial instrument with the changes in cash flows of the designated hedged transaction. The reset dates and the payment dates on the brokered CDs are matched to the reset dates and payment dates on the receipt of the term SOFR rate (or the three-month LIBOR floating portion prior to June 30, 2023) of the swaps to ensure effectiveness of the cash flow hedge. During the three months ended September 30, 2023, and 2022, Peoples recorded reclassifications of losses to earnings of $0.9 million and $0.2 million, respectively. For the nine months ended September 30, 2023 and 2022, Peoples recorded reclassifications of losses to earnings of $2.3 million and $1.3 million, respectively. During the next twelve months, Peoples estimates that $1.3 million of AOCI will be reclassified as an addition to interest expense.
The following table summarizes information about the interest rate swaps designated as cash flow hedges:
(Dollars in thousands)September 30,
2023		December 31,
2022
Notional amount$105,000 $125,000 
Weighted average pay rates2.22 %2.26 %
Weighted average receive rates5.19 %4.44 %
Weighted average maturity2.2 years2.6 years
Pre-tax changes in fair value included in AOCI$5,547 $5,727 
The following table presents changes in fair value recorded in AOCI and in the Consolidated Statements of Operations related to the cash flow hedges:
Three Months EndedNine Months Ended
September 30,September 30,
(Dollars in thousands)2023202220232022
Amount of losses (gains) recorded in AOCI, pre-tax$(118)$(3,388)$165 $(10,948)
The following table reflects the cash flow hedges, which are included in the Unaudited Consolidated Balance Sheets at fair value:
September 30,
2023		December 31,
2022
(Dollars in thousands)Notional AmountFair ValueNotional AmountFair Value
Included in "Other assets":
Interest rate swaps related to debt$105,000 $5,440 $125,000 $5,594 
Non-Designated Hedges
Peoples maintains an interest rate protection program for commercial loan customers, which was established in 2010. Under this program, Peoples originates variable rate loans with interest rate swaps, where the customer enters into an interest rate swap with Peoples on terms that match the terms of the loan. By entering into the interest rate swap with the customer, Peoples Bank effectively provides the customer with a fixed rate loan while creating a variable rate asset for Peoples Bank. Peoples Bank offsets its exposure in the interest rate swap by entering into an offsetting interest rate swap with an unaffiliated institution. These interest rate swaps do not qualify as designated hedges; therefore, each interest rate swap is accounted for as a standalone derivative financial instrument. These interest rate swaps did not have a material impact on Peoples' results of operations or financial condition at or for the three months and the nine months ended September 30, 2023 and as of or for the year ended December 31, 2022.
The following table reflects the non-designated hedges, which are included in the Unaudited Consolidated Balance Sheets at fair value:

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September 30,
2023		December 31,
2022
(Dollars in thousands)Notional AmountFair ValueNotional AmountFair Value
Included in "Other assets":
Interest rate swaps related to commercial loans$395,721 $29,270 $390,126 $28,529 
Included in "Accrued expenses and other liabilities":
Interest rate swaps related to commercial loans$395,721 $29,491 $390,126 $28,529 
Pledged Collateral
Peoples pledges or receives collateral for all interest rate swaps. When the fair value of Peoples' interest rate swaps is in a net liability position, Peoples must pledge collateral, and, when the fair value of Peoples' interest rate swaps is in a net asset position, the respective counterparties must pledge collateral. At September 30, 2023 and at December 31, 2022, Peoples had no cash pledged, while counterparties had $22.2 million of cash pledged at September 30, 2023 and $20.9 million of cash pledged at December 31, 2022. Peoples had no pledged investment securities at September 30, 2023 or at December 31, 2022, while the counterparties had pledged investment securities in the amounts of $2.2 million at September 30, 2023 and $2.5 million at December 31, 2022.
Note 11 Stock-Based Compensation
Under the Peoples Bancorp Inc. Fourth Amended and Restated 2006 Equity Plan (the "2006 Equity Plan"), Peoples may grant, among other awards, nonqualified stock options, incentive stock options, restricted common share awards, stock appreciation rights, performance units and unrestricted common share awards to employees and non-employee directors. The total number of common shares available under the 2006 Equity Plan is 1,493,297. The maximum number of common shares that can be issued for incentive stock options is 750,000 common shares. Since February 2009, Peoples has granted restricted common shares to employees, and periodically to non-employee directors, subject to the terms and conditions prescribed by the 2006 Equity Plan. In general, common shares issued in connection with stock-based awards are issued from treasury shares to the extent available. If no treasury shares are available, common shares are issued from authorized but unissued common shares.
Restricted Common Shares
 Under the 2006 Equity Plan, Peoples may award restricted common shares to officers, key employees and non-employee directors. In general, the restrictions on the restricted common shares awarded to officers and key employees expire after periods ranging from one to five years. Since 2018, common shares awarded to non-employee directors have vested immediately upon grant with no restrictions. In the first nine months of 2023, Peoples granted an aggregate of 188,372 restricted common shares subject to performance-based vesting to officers and key employees with restrictions that will lapse three years after the grant date; provided that in order for the restricted common shares to vest in full, Peoples must have reported positive net income and maintained a well-capitalized status by regulatory standards for each of the three fiscal years preceding the vesting date.
The following table summarizes the changes to Peoples’ restricted common shares for the nine months ended September 30, 2023:
Time-Based VestingPerformance-Based Vesting
 Number of Common SharesWeighted-Average Grant Date Fair ValueNumber of Common SharesWeighted-Average Grant Date Fair Value
Oustanding at January 1, 2023138,522 $27.25 295,875 $32.20 
Awarded61,273 26.51 188,372 30.30 
Released(33,220)24.73 (70,458)32.91 
Forfeited(6,547)30.54 (9,179)31.14 
Outstanding at September 30, 2023160,028 $27.36 404,610 $31.21 
For the nine months ended September 30, 2023, the intrinsic value for restricted common shares released was $3.0 million compared to $3.7 million for the nine months ended September 30, 2022.
Stock-Based Compensation
Peoples recognizes stock-based compensation, which is included as a component of Peoples’ salaries and employee benefit costs, for restricted and unrestricted common shares, as well as purchases made by participants in the employee stock purchase plan. For restricted common shares, Peoples recognizes stock-based compensation based on the estimated fair value of the awards expected to vest on the grant date. The estimated fair value is then expensed over the vesting period, which is normally three years. Peoples also has an employee stock purchase plan whereby employees can purchase Peoples' common shares at a discount of 15%. The following table summarizes the amount of stock-based compensation expense and related tax benefit recognized for each period:

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Three Months EndedNine Months Ended
September 30,September 30,
(Dollars in thousands)2023202220232022
Employee stock-based compensation expense:
Stock grant expense$1,074 $780 $4,233 $2,933 
Employee stock purchase plan expense33 2 106 54 
Total employee stock-based compensation expense1,107 782 $4,339 $2,987 
Non-employee director stock-based compensation expense139 127 $410 $378 
Total stock-based compensation expense1,246 909 $4,749 $3,365 
Recognized tax benefit(291)(195)(1,109)(721)
Net stock-based compensation expense$955 $714 $3,640 $2,644 
The fair value of restricted common share awards on the grant date is the market price of Peoples' common shares on that date. Total unrecognized stock-based compensation expense related to unvested restricted common share awards was $6.0 million at September 30, 2023, which will be recognized over a weighted-average period of 2.1 years.
Note 12 Revenue
The following table details Peoples' revenue from contracts with customers:
 Three Months EndedNine Months Ended
September 30,September 30,
(Dollars in thousands)2023202220232022
Insurance income:
Commission and fees from sale of insurance policies (a)$4,133 $3,465 $11,844 $10,323 
Fees related to third-party administration services (a)77 88 233 252 
Performance-based commissions (b)40 65 1,602 1,420 
Trust and investment income:
Fiduciary income (a)2,506 2,376 7,710 7,618 
Brokerage income (a)1,782 1,578 5,076 4,858 
Electronic banking income:
Interchange income (a)5,124 4,150 14,341 12,564 
Promotional and usage income (a)1,342 1,111 4,034 3,369 
Deposit account service charges:
Ongoing maintenance fees for deposit accounts (a)1,577 1,353 4,661 3,971 
Transaction-based fees (b)2,939 2,480 7,531 6,846 
Commercial loan swap fees (b)475 224 593 662 
Other non-interest income transaction-based fees (b)391 255 1,199 826 
Total revenue from contracts with customers$20,386 $17,145 $58,824 $52,709 
Timing of revenue recognition:
Services transferred over time$16,541 $14,121 $47,899 $42,955 
Services transferred at a point in time3,845 3,024 10,925 9,754 
Total revenue from contracts with customers$20,386 $17,145 $58,824 $52,709 
(a) Services transferred over time.
(b) Services transferred at a point in time.
Peoples records contract assets for income that has been recognized over a period of time for fulfillment of performance obligations, but has not yet been received related to electronic banking income and certain insurance income. This income typically relates to bonuses for which Peoples is eligible, but will not receive until a certain time in the future. Peoples records contract liabilities for payments received for commission income related to the sale of insurance policies, for which the performance obligations have not yet been fulfilled. The contract liabilities are recognized as income over time, during the period in which the performance obligations are fulfilled, which is over the insurance policy period. Peoples also records contract liabilities for bonuses received related to electronic banking income, for which the performance obligations have not yet been fulfilled. The contract

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liabilities are recognized as income over time, during the period in which the performance obligations are fulfilled related to electronic banking income.
The following table details the changes in Peoples' contract assets and contract liabilities for the nine-month period ended September 30, 2023:
 Contract AssetsContract Liabilities
(Dollars in thousands)
Balance, January 1, 2023$1,294 $5,634 
     Additional income receivable210 — 
     Additional deferred income— 106 
     Recognition of income previously deferred— (163)
Balance, September 30, 2023$1,504 $5,577 
Note 13 Acquisitions
Limestone Bancorp, Inc.
As of the close of business on April 30, 2023, Peoples completed the Limestone Merger. In connection with the Limestone Merger, Limestone Bank, Inc., which operated 20 branches in Kentucky, merged into Peoples Bank. As consideration in the Limestone Merger, Limestone shareholders were paid 0.90 common shares of Peoples for each full share of Limestone that was owned at the merger date, resulting in the issuance of 6,827,668 common shares by Peoples, or aggregate consideration of $177.9 million. Peoples accounted for this transaction as a business combination under the acquisition method.
Peoples recorded acquisition-related expenses related to the Limestone Merger, which included $4.4 million and $15.7 million in non-interest expense for the three months and the nine months ended September 30, 2023, respectively. For the third quarter of 2023, the $4.4 million of acquisition-related non-interest expense consisted of $2.1 million in other non-interest expense, $1.3 million in data processing and software expense, $0.6 million in salaries and employee benefit costs, and $0.4 million in professional fees. For the nine months ended September 30, 2023, the $15.7 million of acquisition-related non-interest expense consisted of $5.7 million in salaries and employee benefit costs, $5.5 million in professional fees, $3.0 million in other non-interest expense, $1.3 million in data processing and software expense, and $0.2 million in various other non-interest expense line items. The other non-interest expenses were primarily due to $1.8 million of early contract termination fees on Limestone contracts driven by the system conversions, which took place in the third quarter of 2023.
The following table provides the preliminary purchase price calculation as of the date of the Limestone Merger, and the assets acquired and liabilities assumed at their estimated fair values. The estimated fair values below were considered preliminary as of September 30, 2023, and are subject to adjustment for up to one year after April 30, 2023. Valuations subject to change include, but are not limited to, loans, including the designation of PCD loans, deferred tax assets and liabilities, long-term borrowings, and certain other assets and other liabilities.
(Dollars in thousands)Fair Value
Total purchase price$177,931 
Assets
Cash and balances due from banks6,422 
Interest-bearing deposits in other banks87,115 
Total cash and cash equivalents93,537 
Available-for-sale investment securities, at fair value166,944 
Other investment securities5,716 
Total investment securities172,660 
Loans1,079,980 
Allowance for credit losses (on PCD loans)(1,161)
Net loans1,078,819 
Bank premises and equipment, net of accumulated depreciation17,690 

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(Dollars in thousands)Fair Value
Bank owned life insurance31,343 
Other intangible assets27,722 
Other assets34,925 
    Total assets1,456,696 
Liabilities
Deposits:
Non-interest-bearing262,727 
Interest-bearing971,457 
Total deposits1,234,184 
Short-term borrowings60,000 
Long-term borrowings33,744 
Accrued expenses and other liabilities12,967 
Total liabilities1,340,895 
Net assets115,801 
Goodwill$62,130 

The goodwill recorded in connection with the Limestone Merger is related to expected synergies to be gained from the combination of Limestone with Peoples' operations. The employees retained from the Limestone Merger and the geographic locations of Limestone should allow Peoples to continue to grow the loan and deposit portfolios while also increasing Peoples' ability to penetrate the new markets, which should benefit Peoples in future periods. During Peoples' evaluation of intangible assets, it was determined that an assembled workforce intangible asset was not separately recognizable and was included in goodwill. Peoples recorded a core deposit asset in other intangible assets related to the Limestone Merger.
The estimated fair values presented in the above table reflect additional information that was obtained during the three months ended September 30, 2023, which resulted in changes to certain fair value estimates made as of the date of the Limestone Merger. Adjustments to acquisition date estimated fair values are recorded during the period in which they occur and, as a result, previously recorded results have changed. The below table reflects the changes in the estimated fair value as they impact goodwill at September 30, 2023:
(Dollars in thousands)Fair Value
Cash and balances due from banks1,162 
Total cash and cash equivalents1,162 
Loans727 
Allowance for credit losses (on PCD loans)(153)
Net loans574 
Other assets(447)
    Total assets1,289 
Net assets1,289 
Goodwill$(1,289)


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Loans acquired by Peoples in a business combination that have evidence of more than insignificant credit deterioration, which includes loans as to which Peoples believes it is probable that Peoples will be unable to collect all contractually required payments, are considered "purchased credit deteriorated" (or "PCD") loans. Acquired PCD loans are reported net of the unamortized fair value adjustment. These loans are recorded at the purchase price, and an allowance for credit losses is determined based upon discrete credit marks, along with discounted cash flow models based upon similar pools of loans, using a similar methodology as for other loans. The following table details the fair value adjustment for acquired PCD loans as of the acquisition date:
(Dollars in thousands)Par ValueAllowance for Credit LossesNon-Credit (Discount) PremiumFair Value
PCD loans
Commercial real estate, other16,390 (418)(877)15,095 
Commercial and industrial16,466 (379)(610)15,477 
Residential real estate6,994 (259)(979)5,756 
Home equity lines of credit774 (18)11 767 
Consumer1,029 (86)78 1,021 
Fair value$41,653 $(1,160)$(2,377)$38,116 
Peoples' operating results for the three months and the nine months ended September 30, 2023 include the operating results of the acquired assets and assumed liabilities of Limestone subsequent to the Limestone Merger. Due to the timing of the acquisition closing and the conversion of Limestone systems, as well as other streamlining and integration of the operating activities into those of Peoples, historical reporting for the former Limestone operations is impracticable and the separate disclosures of revenue from the assets acquired and income before income taxes is impracticable for the periods subsequent to the acquisition. The following table presents unaudited pro forma information as if the Limestone Merger had occurred on January 1, 2022. The pro forma adjustments include any changes in interest income due to the accretion of discounts, or amortization of premiums, associated with the fair value adjustments to acquired loans, interest-bearing deposits, long-term borrowings and customer deposit intangibles that would have resulted had the assets and liabilities been acquired as of January 1, 2022. The pro forma information excludes Peoples' acquisition-related expenses as described above as well as a provision of credit losses of $9.4 million recorded to establish an allowance for credit losses for non-purchased credit deteriorated loans relating to the acquired loans. The pro forma information reflects the adoption of the current expected credit loss ("CECL") accounting standard by Limestone as of January 1, 2023. The pro forma information does not necessarily reflect the results of operations that would have occurred had Peoples acquired Limestone on January 1, 2022. Additionally, cost savings and other business synergies related to the acquisition are not reflected in the pro forma amounts.
Unaudited Pro Forma For
Three Months EndedNine Months Ended
(Dollars in thousands)September 30,
2023		September 30,
2022		September 30,
2023		September 30,
2022
Net interest income$88,541 $83,235 $266,367 $228,719 
Non-interest income23,204 22,594 63,756 66,524 
Net income31,906 33,319 98,810 92,639 
Vantage Financial, LLC
On March 7, 2022, Peoples Bank purchased 100% of the equity of Vantage, a nationwide provider of equipment financing headquartered in Excelsior, Minnesota. Peoples Bank acquired assets comprising Vantage's lease business, including $154.9 million in leases and certain third-party debt in the amount of $106.9 million. Under the terms of the acquisition agreement, Peoples Bank paid cash consideration of $54.0 million, and also repaid $28.9 million in recourse debt on behalf of Vantage, for total consideration of $82.9 million. Vantage offers mid-ticket equipment leases, primarily for business essential information technology equipment across a wide-array of industries.
Peoples recorded acquisition-related expenses during the nine months ended September 30, 2023 of $46,000 related to the Vantage acquisition, which consisted of professional fees. Peoples recorded acquisition-related expenses during the first nine months of 2022 of $1.5 million related to the Vantage acquisition, which included $1.1 million in professional fees.
The following table provides the final purchase price calculation as of the date of the acquisition of Vantage, and the assets acquired and liabilities assumed at their estimated fair values.
(Dollars in thousands)Fair Value

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(Dollars in thousands)Fair Value
Total purchase price$82,893 
Net assets at fair value
Assets
Cash and due from banks$1,444 
Leases155,726 
Allowance for credit losses (on PCD leases)(801)
Net leases154,925 
Bank premises and equipment116 
Other intangible assets13,207 
Other assets1,506 
    Total assets$171,198 
Liabilities
Borrowings$106,919 
Accrued expenses and other liabilities8,550 
Total liabilities$115,469 
Net assets$55,729 
Goodwill$27,164 
The goodwill recorded in connection with the Vantage acquisition is related to expected synergies to be gained from the combination of Vantage with Peoples' operations. The employees retained from the Vantage acquisition, along with Peoples' resources, should allow Peoples to continue to grow the lease portfolio and should benefit Peoples in future periods. During Peoples' evaluation of intangible assets, it was determined that an assembled workforce intangible asset was not separately recognizable and was included in goodwill. Peoples recorded other intangible assets, which included a customer relationship intangible, a trade-name intangible and non-compete agreements, related to this transaction.
The following table details the fair value adjustment for acquired PCD leases related to the Vantage acquisition as of the acquisition date:
(Dollars in thousands)Par ValueAllowance for Credit LossesNon-Credit PremiumFair Value
PCD leases
Leases$3,412 $(801)$1,120 $3,731 
Fair value$3,412 $(801)$1,120 $3,731 
Note 14 Leases
Peoples has elected certain practical expedients, in accordance with ASC 842 - Leases ("ASC 842"). As a lessor, Peoples has made an accounting policy election to exclude from the consideration in the contract, and from variable payments not included in the consideration in the contract, all sales and other similar taxes assessed. Peoples has also made an accounting policy election to account for each separate lease component of a contract and its associated non-lease components as a single lease component for all leases subject to ASC 842.
Lessor Arrangements
Leases originated by Peoples, that Peoples has the positive intent and ability to hold for the foreseeable future or to maturity or payoff, are reported at the net investment in the lease, net of initial direct costs, charge-offs and an allowance for credit losses. Peoples considers leases past due if any required principal or interest payments have not been received as of the date such payments were required to be made under the terms of the lease agreement. Upon detection of the reduced ability of a lessee to meet cash flow obligations, a lease is typically charged down to the net realizable value, with the residual balance placed on nonaccrual status. Leases deemed to be uncollectable are charged against the allowance for credit losses, while recoveries of previously charged-off amounts are credited to the allowance for credit losses.
Peoples began originating leases with the acquisition of leases from NSL in the second quarter of 2021, and expanded its lease portfolio with the acquisition of Vantage in the first quarter of 2022. The leases acquired from NSL were determined to be sales-type leases, as these leases are structured as dollar buy-out, whereby the lessee pays one dollar at maturity of the lease to purchase the

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equipment. Originated leases continue to be classified as sales-type leases. These leases do not typically contain residual value guarantees; however, if a lease contains a residual value guarantee, Peoples reduces its residual asset risk by obtaining a security deposit from the lessee. The leases acquired through Vantage were determined to be either sales-type or direct financing leases based primarily on whether they included a dollar buy-out or a fair market value buy-out, respectively. As a lessor, Peoples originates commercial equipment leases either directly to the customer or indirectly through vendor programs. Equipment leases relate to automotive, construction, health care, manufacturing, office, restaurant, information technology and other equipment. These leases include an estimated residual value, which is assessed for impairment as part of the allowance for credit losses. Lease (loss) income noted in the table below includes (i) gains on the early termination of leases, (ii) fees received for referrals, (iii) gains and losses recognized on the sales of residual assets and (iv) syndication income. Additional information regarding Peoples' leases can be found in "Note 4 Loans and Leases."
The table below details Peoples' lease income:
 Three Months EndedNine Months Ended
(Dollars in thousands)September 30, 2023September 30, 2022September 30, 2023September 30, 2022
Interest and fees on leases (a)$11,508 $9,628 $31,426 $26,271 
Lease (loss) income(66)1,725 2,730 2,931 
Total lease income$11,442 $11,353 $34,156 $29,202 
(a)Included in "Interest and fees on loans and leases" in the Unaudited Consolidated Statements of Operations. For additional information, see "Note 4 Loans and Leases" of the Notes to the Unaudited Condensed Consolidated Financial Statements.

The following table summarizes the net investment in leases, which is included in "Loans and leases, net of deferred fees and costs" on the Unaudited Consolidated Balance Sheets:
(Dollars in thousands)September 30, 2023December 31, 2022
Lease payments receivable, at amortized cost$444,270 $367,681 
Estimated residual values36,425 35,045 
Initial direct costs6,173 4,233 
Deferred revenue(84,233)(61,828)
Net investment in leases402,635 345,131 
Allowance for credit losses - leases(11,692)(8,495)
Net investment in leases, after allowance for credit losses$390,943 $336,636 
The following table summarizes the contractual maturities of leases:
(Dollars in thousands)Balance
Remaining three months ending December 31, 2023$28,442 
Year ending December 31, 2024106,588 
Year ending December 31, 2025105,727 
Year ending December 31, 202682,368 
Year ending December 31, 202766,925 
Thereafter54,220 
Lease payments receivable, at amortized cost$444,270 
Lessee Arrangements
Peoples leases certain banking facilities and equipment under various agreements with original terms providing for fixed monthly payments over periods generally ranging from two to thirty years. Certain leases may include options to extend or terminate the lease. Only those renewal and termination options which Peoples is reasonably certain of exercising are included in the calculation of the lease liability. Certain leases contain rent escalation clauses calling for rent increases over the term of the lease, which are included in the calculation of the lease liability. At September 30, 2023, Peoples did not have any leases that met the criteria for finance leases. Right of Use ("ROU") assets represent the right to use an underlying asset for the lease term and lease liabilities represent an obligation to make lease payments arising from the lease. Operating lease ROU assets and lease liabilities are recognized at the commencement or the remeasurement date of a lease based on the present value of lease payments over the remaining lease term. Operating lease ROU assets include lease payments made at or before the commencement date and initial indirect costs. Operating

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lease ROU assets exclude lease incentives. Short-term leases of certain facilities and equipment, with lease terms of 12 months or less, are recognized on a straight-line basis over the lease term and do not have an ROU asset or lease liability.
The table below details Peoples' lease expense, which is included in "Net occupancy and equipment expense" in the Unaudited Consolidated Statements of Operations:
 Three Months EndedNine Months Ended
(Dollars in thousands)September 30, 2023September 30, 2022September 30, 2023September 30, 2022
Operating lease expense$474 $630 2,262 1,893 
Short-term lease expense84 208 174 555 
Total lease expense$558 $838 $2,436 $2,448 
Peoples utilizes an incremental borrowing rate to determine the present value of lease payments for each lease, as the lease agreements do not provide an implicit rate. The estimated incremental borrowing rate reflects a secured rate and is based on the term of the lease and the interest rate environment at the lease commencement or remeasurement date.
The following table details the ROU assets, the lease liabilities and other information related to Peoples' operating leases at the dates shown:
(Dollars in thousands)September 30, 2023December 31, 2022
ROU assets:
Other assets$12,102 $6,825 
Lease liabilities:
     Accrued expenses and other liabilities$12,490 $7,551 
Other information:
     Weighted-average remaining lease term9.3 years8.8 years
     Weighted-average discount rate3.32 %2.70 %
During the three months ended September 30, 2023 and 2022, Peoples paid cash of $0.8 million and $0.7 million, respectively, for operating leases. During the nine months ended September 30, 2023 and 2022, Peoples paid cash of $2.2 million and $1.9 million, respectively, for operating leases.
The following table summarizes the maturity of remaining lease liabilities:
(Dollars in thousands)Balance
Remaining three months ending December 31, 2023$909 
Year ending December 31, 20242,551 
Year ending December 31, 20251,983 
Year ending December 31, 20261,710 
Year ending December 31, 20271,555 
Thereafter6,601 
Total undiscounted lease payments$15,309 
Imputed interest$(2,819)
Total lease liabilities$12,490 

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Management’s Discussion and Analysis (“MD&A”) represents an overview of the results of operations and financial condition of Peoples for the three months and the nine months ended September 30, 2023 and September 30, 2022. This MD&A should be read in conjunction with the Unaudited Condensed Consolidated Financial Statements and the Notes thereto.
Certain statements in this Form 10-Q, which are not historical fact, are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. These forward-looking statements are identified by the fact they are not historical facts and include words such as "anticipate," "estimate," "may," "feel," "expect," "believe," "plan," "will," "will likely," "would," "should," "could," "project," "goal," "target," "potential," "seek," "intend," "continue," "remain," and similar expressions.
These forward-looking statements reflect management's current expectations based on all information available to management and its knowledge of Peoples' business and operations. Additionally, Peoples' financial condition, results of operations, plans, objectives, future performance and business are subject to risks and uncertainties that may cause actual results to differ materially. These risks and uncertainties include, but are not limited to:
(1)ongoing increasing interest rate policies, changes in the interest rate environment due to economic conditions and/or the fiscal and monetary policy measures undertaken by the U.S. government and the Federal Reserve Board, including changes in the Federal Funds Target Rate, in response to such economic conditions, which may adversely impact interest rates, the interest rate yield curve, interest margins, loan demand and interest rate sensitivity;
(2)the effects of inflationary pressures and the impact of rising interest rates on borrowers’ liquidity and ability to repay;
(3)the success, impact, and timing of the implementation of Peoples' business strategies and Peoples' ability to manage strategic initiatives, including the ongoing increasing interest rate policies of the Federal Reserve Board, the completion and successful integration of planned acquisitions, including the recently-completed acquisition of Vantage and the Limestone Merger, and the expansion of commercial and consumer lending activities;
(4)competitive pressures among financial institutions, or from non-financial institutions, which may increase significantly, including product and pricing pressures, which can in turn impact Peoples' credit spreads, changes to third-party relationships and revenues, changes in the manner of providing services, customer acquisition and retention pressures, and Peoples' ability to attract, develop and retain qualified professionals;
(5)uncertainty regarding the nature, timing, cost, and effect of legislative or regulatory changes or actions, or deposit insurance premium levels, promulgated and to be promulgated by governmental and regulatory agencies in the State of Ohio, the FDIC, the Federal Reserve Board and the Consumer Financial Protection Bureau, including the FDIC’s recently issued notice of proposed rulemaking for a special assessment to recover the uninsured deposit losses from recent bank failures that adversely affect their respective businesses, which may subject Peoples, its subsidiaries, or one or more acquired companies to a variety of new and more stringent legal and regulatory requirements;
(6)potential adverse impacts as a result of the Inflation Reduction Act of 2022, which may negatively impact Peoples' operations and financial results;
(7)the effects of easing restrictions on participants in the financial services industry;
(8)current and future local, regional, national and international economic conditions (including the impact of persistent inflation, supply chain issues or labor shortages, supply-demand imbalances affecting local real estate prices, high unemployment rates in the local or regional economies in which Peoples operates and/or the U.S. economy generally, ineffective management of the U.S. federal budget or debt, potential or imposed tariffs, a U.S. withdrawal from or significant renegotiation of trade agreements, trade wars and other changes in trade regulations, and changes in the relationship of the U.S. and U.S. global trading partners) and the impact these conditions may have on Peoples, Peoples' customers and Peoples' counterparties, and Peoples' assessment of the impact, which may be different than anticipated;
(9)Peoples may issue equity securities in connection with future acquisitions, which could cause ownership and economic dilution to Peoples' current shareholders;
(10)changes in prepayment speeds, loan originations, levels of nonperforming assets, delinquent loans, charge-offs, and customer and other counterparties' performance and creditworthiness generally, which may be less favorable than expected in light of recent inflationary pressures and continued elevated interest rates, and may adversely impact the amount of interest income generated;
(11)Peoples may have more credit risk and higher credit losses to the extent there are loan concentrations by location or industry of borrowers or collateral;

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(12)future credit quality and performance, including expectations regarding future credit losses and the allowance for credit losses;
(13)changes in accounting standards, policies, estimates or procedures may adversely affect Peoples' reported financial condition or results of operations;
(14)the impact of assumptions, estimates and inputs used within models, which may vary materially from actual outcomes, including under the CECL model;
(15)the replacement of the London Interbank Offered Rate ("LIBOR") with other reference rates which may result in increased expenses and litigation, and adversely impact the effectiveness of hedging strategies;
(16)adverse changes in the conditions and trends in the financial markets, including recent inflationary pressures, which may adversely affect the fair value of securities within Peoples' investment portfolio, the interest rate sensitivity of Peoples' consolidated balance sheet, and the income generated by Peoples' trust and investment activities;
(17)the volatility from quarter to quarter of mortgage banking income, whether due to interest rates, demand, the fair value of mortgage loans, or other factors;
(18)Peoples' ability to receive dividends from Peoples' subsidiaries;
(19)Peoples' ability to maintain required capital levels and adequate sources of funding and liquidity;
(20)the impact of larger or similar-sized financial institutions encountering problems, such as the closures earlier in 2023 of Silicon Valley Bank in California, Signature Bank in New York, First Republic Bank in California, and Heartland Tri-State Bank in Kansas, which may adversely affect the banking industry and/or Peoples' business generation and retention, funding and liquidity, including potential increased regulatory requirements, and increased reputational risk and potential impacts to macroeconomic conditions;
(21)in light of the recent bank failures, Peoples' continued ability to grow deposits or maintain adequate deposit levels may be adversely impacted, and Peoples may experience an unexpected outflow of uninsured deposits, which may require Peoples to sell investment securities at a loss;
(22)Peoples' ability to secure confidential information and deliver products and services through the use of computer systems and telecommunications networks, including those of Peoples' third-party vendors and other service providers, which may prove inadequate, and could adversely affect customer confidence in Peoples and/or result in Peoples incurring a financial loss;
(23)any misappropriation of the confidential information which Peoples possesses could have an adverse impact on Peoples' business and could result in regulatory actions, litigation and other adverse effects;
(24)Peoples' ability to anticipate and respond to technological changes, and Peoples' reliance on, and the potential failure of, a number of third-party vendors to perform as expected, including Peoples' primary core banking system provider, which can impact Peoples' ability to respond to customer needs and meet competitive demands;
(25)operational issues stemming from and/or capital spending necessitated by the potential need to adapt to industry changes in information technology systems on which Peoples and Peoples' subsidiaries are highly dependent;
(26)changes in consumer spending, borrowing and saving habits, whether due to changes in retail distribution strategies, consumer preferences and behavior, changes in business and economic conditions, legislative or regulatory initiatives, or other factors, which may be different than anticipated;
(27)the adequacy of Peoples' internal controls and risk management program in the event of changes in strategic, reputational, market, economic, operational, cybersecurity, compliance, legal, asset/liability repricing, liquidity, credit and interest rate risks associated with Peoples' business;
(28)the impact on Peoples' businesses, personnel, facilities, or systems, of losses related to acts of fraud, theft, misappropriation or violence;
(29)the impact on Peoples' businesses, as well as on the risks described above, of various domestic or international widespread natural or other disasters, pandemics, cybersecurity attacks, system failures, civil unrest, military or terrorist activities or international conflicts (including Russia’s war in Ukraine and the recent conflicts involving Israel and Hamas);
(30)the potential further deterioration of the U.S. economy due to financial, political or other shocks;
(31)the potential influence on the U.S. financial markets and economy from the effects of climate change, including any enhanced regulatory, compliance, credit and reputational risks and costs;

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(32)the impact on Peoples' businesses and operating results of any costs associated with obtaining rights in intellectual property claimed by others and adequately protecting Peoples' intellectual property;
(33)risks and uncertainties associated with Peoples' entry into new geographic markets and risks resulting from Peoples' inexperience in these new geographic markets;
(34)Peoples' ability to integrate the Limestone Merger, which may be unsuccessful, or may be more difficult, time-consuming or costly than expected;
(35)the risk that expected revenue synergies and cost savings from the Limestone Merger, may not be fully realized or realized within the expected time frame;
(36)changes in laws or regulations imposed by Peoples' regulators impacting Peoples' capital actions, including dividend payments and share repurchases;
(37)the vulnerability of Peoples' network and online banking portals, and the systems of parties with whom Peoples contracts, to unauthorized access, computer viruses, phishing schemes, spam attacks, human error, natural disasters, power loss and other security breaches;
(38)Peoples' business may be adversely affected by increased political and regulatory scrutiny of corporate environmental, social and governance ("ESG") practices;
(39)the effect of a fall in stock market prices on the asset and wealth management business; and
(40)other risk factors relating to the banking industry or Peoples as detailed from time to time in Peoples' reports filed with the Securities and Exchange Commission (the "SEC"), including those risk factors included in the disclosures under the heading "ITEM 1A. RISK FACTORS" of Peoples' 2022 Form 10-K, under the heading "Item 1A. RISK FACTORS" in Part II of Peoples' Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2023 and June 30, 2023 and under the heading "ITEM 1A. RISK FACTORS" in Part II of this Form 10-Q. Peoples encourages readers of this Form 10-Q to understand forward-looking statements to be strategic objectives rather than absolute targets of future performance. Peoples undertakes no obligation to update any forward-looking statements to reflect events or circumstances after the filing of this Form 10-Q or to reflect the occurrence of unanticipated events, except as required by applicable legal requirements. Copies of documents filed with the SEC are available free of charge at the SEC's website at http://www.sec.gov and/or from Peoples' website – www.peoplesbancorp.com under the “Investor Relations” section.
All forward-looking statements speak only as of the filing date of this Form 10-Q and are expressly qualified in their entirety by the cautionary statements.  Although management believes the expectations in these forward-looking statements are based on reasonable assumptions within the bounds of management’s knowledge of Peoples’ business and operations, it is possible that actual results may differ materially from these projections.
This discussion and analysis should be read in conjunction with the Audited Consolidated Financial Statements, and Notes to the Audited Consolidated Financial Statements, contained in Peoples’ 2022 Form 10-K, as well as the Unaudited Condensed Consolidated Financial Statements, Notes to the Unaudited Condensed Consolidated Financial Statements, ratios, statistics and discussions contained elsewhere in this Form 10-Q.
Business Overview
The following discussion and analysis of Peoples’ Unaudited Condensed Consolidated Financial Statements is presented to provide insight into management’s assessment of the financial condition and results of operations.
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 provides services through traditional offices, automated teller machines ("ATMs"), mobile banking, telephone and internet-based banking. Peoples offers a complete array of insurance products through Peoples Insurance, a subsidiary of Peoples Bank. Brokerage services are offered by Peoples exclusively through an unaffiliated registered broker-dealer located at Peoples Bank's offices. Peoples Bank offers insurance premium finance lending nationwide through its Peoples Premium Finance division. Peoples also offers lease financing through its North Star Leasing division and through Vantage, a subsidiary of Peoples Bank. As of September 30, 2023, Peoples had 149 locations, including 132 full-service bank branches in Ohio, Kentucky, West Virginia, Virginia, Washington D.C. and Maryland. Peoples Bank is subject to regulation and examination primarily by the Ohio Division of Financial Institutions (the "ODFI"), the FRB of Cleveland and the FDIC. Peoples Bank must also follow the regulations promulgated by the Consumer Financial Protection Bureau (the "CFPB"), which regulates consumer financial products and services and certain financial services providers. Peoples Insurance is subject to regulation by the Ohio Department of Insurance and the state insurance regulatory agencies of those states in which Peoples Insurance may do business.

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Critical Accounting Policies
The accounting and reporting policies of Peoples conform to US GAAP. The preparation of the financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could materially differ from those estimates. Note 1 of the Notes to the Unaudited Condensed Consolidated Financial Statements describes Peoples' significant accounting policies. Management has identified the accounting policies that, due to the judgments, estimates and assumptions inherent in those policies, are critical to understanding Peoples’ Unaudited Condensed Consolidated Financial Statements, and MD&A at September 30, 2023, which have been disclosed in Peoples' 2022 Form 10-K and updated in "Note 1 Summary of Significant Accounting Policies" in this Form 10-Q. This MD&A should be read in conjunction with the policies disclosed in Peoples’ 2022 Form 10-K.
Summary of Recent Transactions and Events
The following is a summary of recent transactions and events that have impacted or are expected to impact Peoples’ results of operations or financial condition:
◦During the third quarter of 2023, Peoples terminated its pension plan by settling the remaining benefit obligation of $7.7 million. The pension plan had been closed to new entrants since January 1, 2010. Peoples recorded a settlement charge of $2.4 million in the third quarter of 2023 in relation to the termination of the pension plan. Peoples does not anticipate further expenses related to the termination.
◦On October 25, 2022, Peoples announced the Limestone Merger, a transaction valued at $177.9 million. The Limestone Merger closed as of the close of business on April 30, 2023. Peoples acquired Limestone's loan portfolio totaling $1.1 billion, $1.2 billion of deposits, $172.7 million of total investment securities, an aggregate of $93.7 million of short-term and long term borrowings, and $93.5 million of total cash and cash equivalents. Peoples also recorded preliminary goodwill in the amount of $62.1 million and other intangible assets of $27.7 million, which consisted of core deposit intangibles.
◦For the third quarter of 2023, Peoples incurred $4.4 million of acquisition-related expenses, compared to $10.7 million for the second quarter of 2023 and $0.3 million for the third quarter of 2022. For the first nine months of 2023, Peoples incurred $15.7 million of acquisition-related expenses compared to $2.3 million for the first nine months of 2022.The acquisition-related expenses in 2023 were primarily related to the Limestone Merger, while the acquisition-related expenses in 2022 were primarily related to the Vantage acquisition.
◦During the third quarter of 2023, Peoples recorded a provision for credit losses of $4.1 million, compared to a provision for credit losses of $8.0 million in the linked quarter and a provision for credit losses of $1.8 million in the third quarter of 2022. The provision for credit losses for the third quarter of 2023 was driven by (i) loan growth, (ii) an increase in net charge-offs, (iii) updates to our prepayment, curtailment and funding rates, and (iv) a deterioration in macro-economic conditions used within the CECL model, partially offset by the release of reserves on individually analyzed loans. The provision for credit losses in the linked quarter was due to a provision of $9.4 million for the non-purchased credit deteriorated loans acquired in the Limestone Merger, partially offset by the release of reserves of $1.7 million on individually analyzed loans and a recovery of $1.0 million due to improvements in macro-economic conditions. The provision for credit losses for the third quarter of 2022 was largely attributable to a deterioration of macro-economic conditions, partially offset by a release of reserves on individually analyzed loans. The provision for credit losses for the first nine months of 2023 was $13.9 million, compared to a recovery of credit losses of $5.8 million for the first nine months of 2022. The provision for credit losses during the first nine months of 2023 was driven by (i) the addition of the provision for the non-purchased credit deteriorated loans acquired in the Limestone Merger, (ii) loan growth and (ii) economic forecast deterioration, partially offset by a reduction in the reserves for individually analyzed loans and the use of updated loss drivers. The recovery of credit losses for the first nine months of 2022 was primarily due to the impact of economic assumptions used in the CECL model. For more information, please refer to the section titled "RESULTS OF OPERATIONS - Provision for (Recovery of) Credit Losses" found later in this discussion.
◦To combat the effects of ongoing inflationary pressures, the Federal Reserve Board increased the Federal Funds Target Rate range to 0.25% to 0.50% on March 16, 2022, to 0.75% to 1.00% on May 4, 2022, to 1.50% to 1.75% on June 15, 2022, to 2.25% to 2.50% on July 27, 2022, to 3.00% to 3.25% on September 21, 2022, to 3.75% to 4.00% on November 2, 2022, to 4.25% to 4.50% on December 14, 2022, to 4.50% to 4.75% on February 1, 2023, to 4.75% to 5.00% on March 22, 2023, to 5.00% to 5.25% on May 3, 2023, and to 5.25% to 5.50% on July 27, 2023 and has signaled it may raise rates again in 2023, if necessary to combat inflation.
The impact of these transactions and events, where material, is discussed in the applicable sections of this MD&A.
EXECUTIVE SUMMARY
Peoples reported net income of $31.9 million for the third quarter of 2023, representing earnings per diluted common share of $0.90. In comparison, Peoples reported net income of $21.1 million, representing earnings per diluted common share of $0.64, for the second quarter of 2023, and net income of $26.0 million, representing earnings per diluted common share of $0.92, for the third

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quarter of 2022. For the nine months ended September 30, 2023, Peoples recorded net income of $79.5 million, or $2.47 per diluted common share, compared to $74.4 million, or $2.65 per diluted common share, for the nine months ended September 30, 2022. Non-core items, and the related tax effect of each, in net income primarily included acquisition-related expenses and a $2.4 million pension settlement charge recognized in the third quarter of 2023. Non-core items negatively impacted earnings per diluted common share by $0.16 for the third quarter of 2023, $0.28 for the second quarter of 2023, and $0.01 for the third quarter of 2022. Non-core items negatively impacted earnings per diluted share by $0.52 and $0.07 for the nine months ended September 30, 2023 and 2022, respectively.
Net interest income was $93.3 million for the third quarter of 2023, an increase of $8.4 million, or 10%, compared to the linked quarter. The increase in net interest income was primarily due to a full quarter of net interest income provided by the Limestone Merger in the third quarter compared to only two months of net interest income in the linked quarter. Net interest margin was 4.70% for the third quarter of 2023, compared to 4.54% for the linked quarter. The increase in net interest margin was primarily driven by a full quarter of the accretion on the acquired Limestone portfolio compared to two months in the linked quarter. The increase in net interest margin was also impacted by a true-up of $3.6 million in the third quarter of 2023 to the preliminary Limestone-related accretion, $1.9 million of which would have benefited the second quarter of 2023. Also impacting the increases in net interest income and net interest margin was 6 basis points of improvement in investment yields due to sales of lower-yielding investment securities and a full quarter of yields from the securities acquired in the Limestone Merger compared to two months in the linked quarter. Partially offsetting these benefits was an increase in interest expense resulting from a shift in the composition of funding sources to retail and brokered CDs from non-interest bearing deposits, combined with an increase in market interest rates for deposits and other funding sources. Net interest income for the third quarter of 2023 increased $26.2 million, or 39%, compared to the third quarter of 2022. Net interest margin for the third quarter of 2023 increased 53 basis points compared to 4.17% for the third quarter of 2022. The increase in net interest income compared to the third quarter of 2022 was driven by increases in market interest rates, the Limestone Merger and organic growth. For the first nine months of 2023, net interest income increased $68.2 million, or 37%, compared to the first nine months of 2022, while net interest margin increased 79 basis points to 4.60%. The increase in net interest income was driven by increases in market interest rates, the additional net interest income from the Limestone Merger, and improvement in investment yields. Partially offsetting these benefits was an increase in interest expense resulting from a shift in the composition of funding sources combined with an increase in market interest rates for deposits and other funding sources.
Accretion income, net of amortization expense, from acquisitions was $9.8 million for the third quarter of 2023, $4.5 million for the second quarter of 2023 and $2.8 million for the third quarter of 2022, which added 49 basis points, 24 basis points and 16 basis points, respectively, to net interest margin. The increases in accretion income for the third quarter of 2023 when compared to the linked quarter and the third quarter of 2022 were driven by accretion from the Limestone Merger and the aforementioned third quarter 2023 true-up to the preliminary Limestone-related accretion. Accretion income, net of amortization expense, from acquisitions was $16.3 million for the nine months ended September 30, 2023, compared to $9.4 million for the nine months ended September 30, 2022, which added 30 and 20 basis points, respectively, to net interest margin. The increase in accretion income for the first nine months of 2023 compared to the same period in 2022 was due to higher accretion recognized from the Limestone Merger than was recorded due to the acquisitions of Vantage and NSL, and the merger with Premier in the prior period.
The provision for credit losses was $4.1 million for the third quarter of 2023, compared to a provision for credit losses of $8.0 million for the linked quarter and a provision for credit losses of $1.8 million for the third quarter of 2022. The provision for credit losses for the third quarter of 2023 was driven by (i) loan growth, (ii) an increase in net charge-offs, (iii) updates to our prepayment, curtailment and funding rates, and (iv) a deterioration in macro-economic conditions used within the CECL model, partially offset by the release of reserves on individually analyzed loans. The provision for credit losses for the linked quarter was due to a provision of $9.4 million for the non-purchased credit deteriorated loans acquired in the Limestone Merger, partially offset by the release of reserves of $1.7 million on individually analyzed loans and a recovery of $1.0 million due to improvements in macro-economic conditions. The provision for credit losses for the third quarter of 2022 was largely attributable to a deterioration of macro-economic conditions, partially offset by a release of reserves for individually analyzed loans. Net charge-offs for the third quarter of 2023 were $2.3 million, or 0.15% of average total loans annualized, compared to net charge-offs of $1.2 million, or 0.09% of average total loans annualized, for the linked quarter and net charge-offs of $1.7 million, or 0.15% of average total loans annualized, for the third quarter of 2022. For additional information on credit trends and the allowance for credit losses, see the "FINANCIAL CONDITION - Allowance for Credit Losses" section below.
The provision for credit losses for the first nine months of 2023 was $13.9 million, compared to a recovery of credit losses of $5.8 million for the first nine months of 2022. The provision for credit losses for the first nine months of 2023 was driven by (i) the addition of the provision for the non-purchased credit deteriorated loans acquired in the Limestone Merger, (ii) loan growth and (iii) economic forecast deterioration, partially offset by a reduction in the reserves for individually analyzed loans and the use of updated loss drivers. The recovery of credit losses for the first nine months of 2022 was primarily due to the impact of economic assumptions used in the CECL model. Net charge-offs for the first nine months of 2023 were $5.1 million, or 0.12% of average total loans annualized, compared to net charge-offs of $5.1 million, or 0.15% annualized, for the first nine months of 2022. For additional information on credit trends and the allowance for credit losses, see the "Asset Quality" section below.

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Net gains and losses include gains and losses on investment securities, asset disposals and other transactions, which are included in total non-interest income on the Consolidated Statements of Operations. The net loss realized during the third quarter of 2023 was $0.3 million, compared to a net loss of $1.8 million for the linked quarter, and a net loss of $14,000 for the third quarter of 2022. The net loss for the third quarter of 2023 was due to $0.3 million of net losses on repossessed assets. The net loss for the linked quarter was primarily due to the $1.6 million write-down of an OREO property due to a pending sale of the property. The net loss realized during the first nine months of 2023 was $4.3 million, compared to $207,000 for the first nine months of 2022. The net loss for the first nine months of 2023 was primarily driven by the $2.0 million pre-tax ($1.6 million after-tax) net loss on the sales of the available-for-sale investment securities during the first quarter of 2023, as mentioned above, and the $1.6 million write-down of the OREO property during the second quarter of 2023, as mentioned above. The net loss recognized in the first nine months of 2022 was attributable to (i) a $119,000 loss recorded on repossessed assets, (ii) a $44,000 loss on the sale of investment securities in order to reinvest into higher-yielding securities and (iii) an adjustment to the gain on sale of loans recognized in the fourth quarter of 2021 due to a measurement period adjustment to the acquisition-date fair value of Premier loans acquired that were subsequently sold.
Total non-interest income, excluding net gains and losses, for the third quarter of 2023 increased $0.7 million compared to the linked quarter. The increase in non-interest income, excluding net gains and losses, was due to a $1.4 million increase in other non-interest income and a $0.5 million increase in bank owned life insurance income, mostly offset by a $1.8 million decrease in lease income. The increase in other non-interest income was attributable to a $1.0 million increase in operating lease income, which was partially offset by a $0.6 million increase in operating lease expense recognized in other non-interest expense when compared to the linked quarter. Compared to the third quarter of 2022, non-interest income, excluding net gains and losses, increased $3.1 million, due to (i) a $1.5 million increase in other non-interest income, (ii) a $1.2 million increase in electronic banking income, (iii) a $0.7 million increase in deposit account service charges, (iv) a $0.7 million increase in bank owned life insurance income, and (v) a $0.6 million increase in insurance income. The increase in other non-interest income was due to the increase in operating lease income mentioned above. Insurance income increased due to new business and market increases for premiums. The other increases were primarily due to the additional customers brought in from the Limestone Merger when compared to the third quarter of 2022.
For the first nine months of 2023, total non-interest income, excluding gains and losses, increased $7.6 million, or 13%, compared to the first nine months of 2022. The increase was driven by (i) a $2.4 million increase in electronic banking income, (ii) a $1.7 million increase in insurance income due to growth in the property and casualty insurance line, (iii) a $1.4 million increase in deposit account service charges, (iv) a $1.4 million increase in other non-interest income, and (v) a $1.0 million increase in bank owned life insurance income. The increase in other non-interest income was due to the increase in operating lease income mentioned above. Insurance income increased due to new business and market increases for premiums. The other increases were primarily due to the additional customers brought in from the Limestone Merger when compared to the first nine months of 2022.
Total non-interest expenses for the third quarter and the nine months ended September 30, 2023 were impacted by the Limestone Merger and acquisition-related non-interest expenses. Total acquisition-related non-interest expenses added $4.4 million and $15.7 million, respectively, across various line-items within non-interest expense. During the third quarter of 2023, the acquisition-related expenses recognized were primarily attributable to early contract termination fees, system conversion costs, salaries and employee benefit costs, and professional fees attributable to the Limestone Merger. For the second quarter of 2023, the acquisition-related non-interest expenses were primarily attributable to salaries and employee benefit costs and professional fees related to the Limestone Merger.
The table below summarizes the amount of acquisition-related expenses for each line item that is a component of non-interest expense. This information is used by Peoples to provide information useful to investors in understanding Peoples' operating performance and trends.

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Three Months EndedNine Months Ended
September 30,June 30,September 30,September 30,
(Dollars in thousands)20232023202220232022
Non-interest expense:
Salaries and employee benefit costs$36,608 $38,025 $28,618 $106,661 $83,932 
Net occupancy and equipment expense5,501 5,380 4,813 15,836 14,669 
Professional fees3,456 7,438 2,832 13,775 8,784 
Data processing and software expense6,288 4,728 3,279 15,578 9,228 
Amortization of other intangible assets3,280 2,800 2,023 7,951 5,765 
Electronic banking expense1,836 1,832 2,648 5,159 8,134 
Marketing expense1,267 1,357 1,136 3,554 2,991 
FDIC insurance premiums1,260 1,464 709 3,525 2,921 
Franchise tax expense772 872 1,075 2,678 2,941 
Communication expense752 724 599 2,089 1,873 
Other loan expenses856 538 511 2,133 1,788 
Other non-interest expense9,820 5,465 4,010 19,859 10,755 
  Total non-interest expense71,696 70,623 52,253 198,798 153,781 
Acquisition-related non-interest expense:
Salaries and employee benefit costs562 5,125 — 5,708 29 
Net occupancy and equipment expense2 20 7 31 36 
Professional fees429 4,812 221 5,532 1,791 
Data processing and software expense1,289 1 129 1,290 410 
Electronic banking expense— 115 — 115 (92)
Marketing expense38 14 5 61 45 
Communication expense1 — — 1 1 
Other loan expenses— 1 — 1 — 
Other non-interest expense2,113 621 (23)2,955 94 
  Total acquisition-related non-interest expense4,434 10,709 339 15,694 2,314 
Non-interest expense excluding acquisition-related expense:
Salaries and employee benefit costs36,046 32,900 28,618 100,953 83,903 
Net occupancy and equipment expense5,499 5,360 4,806 15,805 14,633 
Professional fees3,027 2,626 2,611 8,243 6,993 
Data processing and software expense4,999 4,727 3,150 14,288 8,818 
Amortization of other intangible assets3,280 2,800 2,023 7,951 5,765 
Electronic banking expense1,836 1,717 2,648 5,044 8,226 
Marketing expense1,229 1,343 1,131 3,493 2,946 
FDIC insurance premiums1,260 1,464 709 3,525 2,921 
Franchise tax expense772 872 1,075 2,678 2,941 
Communication expense751 724 599 2,088 1,872 
Other loan expenses856 537 511 2,132 1,788 
Other non-interest expense7,707 4,844 4,033 16,904 10,661 
Total non-interest expense excluding acquisition-related expense$67,262 $59,914 $51,914 $183,104 $151,467 
Total non-interest expense increased $1.1 million, or 2%, for the three months ended September 30, 2023, compared to the linked quarter. Excluding acquisition-related expense, total non-interest expense increased $7.3 million, or 12%, primarily due to increases of (i) $3.1 million in salaries and employee benefit costs, (ii) $2.9 million in other non-interest expense, (iii) $0.5 million in amortization of other intangible assets, and (iv) $0.4 million in professional fees. The increases in the third quarter of 2023 total non-interest expenses when compared to the linked quarter were due to a full quarter of expenses in the third quarter from the Limestone Merger compared to only two months of expenses in the linked quarter. Excluding the impact from the Limestone Merger, the increase in other non-interest expenses was also due to the previously discussed pension plan settlement charge as well as a $0.6 million increase

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in operating lease depreciation expenses. The increases in salaries and employee benefit costs and data processing and professional fees were primarily due to growth.
Compared to the third quarter of 2022, total non-interest expense for the third quarter of 2023 increased $19.4 million, or 37%. Excluding acquisition-related expenses, non-interest expenses increased $15.3 million, or 30%, primarily due to a $7.4 million increase in salaries and employee benefit costs, a $3.7 million increase in other non-interest expense, a $1.8 million increase in data processing and software expense, and a $1.3 million increase in amortization of other intangible assets. The increases were primarily due to total non-interest expenses attributable to the Limestone Merger, excluding acquisition-related expense. The increase in other non-interest expenses was also impacted by the previously discussed pension plan settlement charges and a $0.9 million increase in operating lease depreciation expenses. The increases in salaries and employee benefit costs and in data processing and software expense, excluding non-acquisition-related expenses attributable to the Limestone Merger, were due to growth.
For the nine months ended September 30, 2023, total non-interest expense increased $45.0 million, or 29.3%, compared to the first nine months of 2022. Excluding acquisition-related expenses, non-interest expenses increased $31.6 million, or 20.9%. This variance was driven by increases of $17.1 million, $6.2 million, $5.5 million and $2.2 million in salaries and employee benefit costs, other non-interest expense, data processing and software expense and amortization of other intangible assets, respectively, partially offset by a $3.2 million decrease in electronic banking expense. The increases were impacted by total non-interest expenses attributable to the Limestone Merger, excluding acquisition-related expenses, which impacted various non-interest expense line items. The increase in other non-interest expenses was also impacted by the previously discussed pension plan settlement charges and a $1.1 million increase in operating lease depreciation expenses, while the other increases were also impacted by growth.
The efficiency ratio for the third quarter of 2023 was 58.4%, compared to 62.7% for the linked quarter, and 57.2% for the third quarter of 2022. The decrease in the efficiency ratio compared to the linked quarter was primarily due to higher net interest income due to an increase in market interest rates and a full quarter with the additional customers from the Limestone Merger compared to two months in the linked quarter and less acquisition-related expenses, partially offset by an increase in non-acquisition-related non-interest expenses. The increase in the efficiency ratio compared to the prior year quarter was primarily due to the increases in non-interest expenses, primarily from the Limestone Merger, which was mostly offset by higher net interest income due to increases in the market interest rates and additional customers from the Limestone Merger. The efficiency ratio, adjusted for non-core items, was 52.5% for the third quarter of 2023, compared to 53.3% for the linked quarter and 56.6% for the third quarter of 2022. Peoples continues to focus on controlling expenses, while recognizing necessary costs in order to continue growing the business.
Peoples recorded income tax expense of $8.8 million with an effective tax rate of 21.7% for the third quarter of 2023, compared to income tax expense of $6.2 million with an effective tax rate of 22.6% for the linked quarter, and income tax expense of $7.4 million with an effective tax rate of 22.2% for the third quarter of 2022. Income tax expense for the third quarter of 2023 compared to the linked quarter and third quarter of 2022, increased due to higher net income before income taxes. The effective rate decrease for the third quarter of 2023 when compared to the linked quarter and the third quarter of 2022 was primarily due to updates to the blended state tax rate. Peoples recorded income tax expense of $22.1 million with an effective tax rate of 21.7% in the first nine months of 2023 and $20.2 million with an effective tax rate of 21.4% in the first nine months of 2022. The increase in income tax expense for the first nine months of 2023 when compared to the same 2022 period was driven by higher pre-tax income.
At September 30, 2023, total assets were $8.94 billion, compared to $8.79 billion at June 30, 2023, $7.21 billion at December 31, 2022 and $7.01 billion at September 30, 2022. Total assets at September 30, 2023 increased when compared to at June 30, 2023 primarily due to an increase in interest-bearing deposits in other banks, mostly with the FRB, and an increase in period-end total loan and lease balances. The period-end total loan and lease balances at September 30, 2023 increased $109.8 million, or 7% annualized, compared to at June 30, 2023. The increase in the period-end loan and lease balance was primarily driven by increases of (i) $118.5 million in other commercial real estate loans, (ii) $26.9 million in premium finance loans and (iii) $24.8 million in leases, partially offset by decreases of (i) $44.7 million in construction loans and (ii) $31.5 million in commercial and industrial loans. Total assets at September 30, 2023 increased compared to December 31, 2022 and September 30, 2022 due to $1.51 billion of assets, primarily loans, acquired in the Limestone Merger. Excluding the loans acquired in the Limestone Merger, the period-end loan and lease balance at September 30, 2023 increased $358.6 million, or 10% annualized, compared to at December 31, 2022, driven by increases of $182.8 million, $57.5 million, $48.4 million, $38.9 million and $30.1 million in other commercial real estate loans, leases, construction loans, indirect consumer loans, and premium finance loans, respectively. These increases were partially offset by a decrease of $13.1 million in consumer residential real estate loans. The increase in total assets from at December 31, 2022 was also impacted by purchases of held-to-maturity investment securities. Management purchased these securities to increase portfolio yield and reduce Peoples' sensitivity to falling intermediate and long-term interest rates. Excluding the loans acquired in the Limestone Merger, period-end loan and lease balance at September 30, 2023 increased $454.6 million, or 10% annualized, compared to at September 30, 2022 primarily due to increases of $182.9 million, $89.8 million, $79.8 million, $76.1 million and $21.6 million in other commercial real estate loans, leases, construction loans, indirect consumer loans, and premium finance loans, respectively. These increases were partially offset by a reduction of $23.1 million in consumer residential real estate loans.
Total liabilities were $7.95 billion at September 30, 2023, up from $7.79 billion at June 30, 2023, $6.42 billion at December 31, 2022 and $6.25 billion at September 30, 2022. The increase in total liabilities when compared to at June 30, 2023 was primarily due to an increase of $77.6 million, or 1%, in period-end total deposits. The increase in period-end total deposits when compared to at

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June 30, 2023 was primarily driven by increases of (i) $248.0 million in retail CDs, (ii) $56.0 million in governmental deposits and (iii) $49.0 million in brokered deposits, which are primarily used as a source of funding, partially offset by decreases of (a) $129.5 million in savings accounts, (c) $113.5 million in non-interest-bearing demand deposit accounts, and (c) $44.6 million in interest-bearing demand deposit accounts. The increase in governmental deposit accounts was due to the seasonality of the balances, which are typically higher in the first quarter and third quarter of each year. The increases in total liabilities when compared to at December 31, 2022 and at September 30, 2022 were primarily due to $1.14 billion of liabilities, primarily deposits, acquired in the Limestone Merger. Excluding the deposits acquired in the Limestone Merger, period-end total deposits at September 30, 2023 increased $399.8 million, or 7%, compared to at December 31, 2022, primarily due to increases of $483.3 million in brokered CDs and of $444.1 million in retail CDs, partially offset by decreases of $203.5 million, $180.6 million, and $174.0 million in non-interest bearing deposits, savings accounts, and interest-bearing demand deposit accounts, respectively. Excluding deposits acquired in the Limestone Merger, period-end total deposits at September 30, 2023 increased $251.1 million, or 4%, compared to at September 30, 2022. The increase was primarily driven by increases of $522.8 million in brokered deposits and $429.6 million in retail CDs, partially offset by decreases of $250.0 million, $189.5 million, $175.9 million and $78.8 million in non-interest-bearing demand deposit accounts, savings accounts, interest-bearing demand deposit accounts, and governmental deposit accounts, respectively.
Total stockholders' equity at September 30, 2023 decreased by $5.7 million compared to at June 30, 2023, which was primarily due to an increase in accumulated other comprehensive loss of $24.9 million and dividends paid of $13.8 million, partially offset by net income for the third quarter of 2023 of $31.9 million. The change in accumulated other comprehensive loss was primarily the result of the changes in the market value of available-for-sale investment securities during the period. Accumulated unrealized losses related to the available-for-sale investment securities portfolio were $148.1 million and $121.5 million at September 30, 2023 and at June 30, 2023, respectively. Total stockholders' equity at September 30, 2023 increased by $207.9 million and $232.7 million compared to at December 31, 2022 and at September 30, 2022, respectively, primarily due to 6.8 million common shares issued in the Limestone Merger. The increase in total stockholders' equity at September 30, 2023 when compared to at December 31, 2022 was also impacted by net income for the first nine months of 2023 of $79.5 million, partially offset by dividends paid of $37.9 million and an increase in accumulated other comprehensive loss of $16.7 million. Accumulated unrealized losses related to the available-for-sale investment securities portfolio were $129.9 million at December 31, 2022. The increase in total stockholders' equity at September 30, 2023 when compared to at September 30, 2022 was also impacted by net income of $106.4 million in the last twelve months, partially offset by dividends paid of $48.7 million and an increase in accumulated other comprehensive loss of $8.9 million. The increase in accumulated other comprehensive loss was the result of an increase of $10.0 million in unrealized losses related to the available-for-sale investment securities portfolio from September 30, 2022 to September 30, 2023, partially offset by the realization of $2.4 million of pre-tax accumulated losses for the pension plan when it was terminated during the third quarter of 2023. Accumulated unrealized losses related to the available-for-sale investment securities portfolio were $138.1 million at September 30, 2022.
RESULTS OF OPERATIONS
Net Interest Income
Net interest income, the amount by which interest income exceeds interest expense, remains Peoples' largest source of revenue. The amount of net interest income earned by Peoples each quarter is affected by various factors, including changes in market interest rates due to the Federal Reserve’s monetary policy, the level and degree of pricing competition for loans and deposits in Peoples’ markets, and the amount and composition of Peoples' earning assets and interest-bearing liabilities. 
Net interest margin, which is calculated by dividing fully tax-equivalent ("FTE") net interest income by average interest-earning assets, serves as an important measurement of the net revenue stream generated by the volume, mix and pricing of interest-earning assets and interest-bearing liabilities. FTE net interest income is calculated by increasing interest income to convert tax-exempt income earned on obligations of states and political subdivisions and tax-exempt loans to the pre-tax equivalent of taxable income using a blended corporate income tax rate of 23.3% for the three months and the nine months ended September 30, 2023, 23.6% for the three months ended June 30, 2023, and 23.3% for the three months and the nine months ended September 30, 2022.
The following table details the calculation of FTE net interest income:
 Three Months EndedNine Months Ended
 September 30,
2023		June 30,
2023		September 30,
2022		September 30,
(Dollars in thousands)20232022
Net interest income$93,274 $84,853 $67,051 $251,005 $182,829 
Taxable equivalent adjustment444 446 387 1,289 1,116 
FTE net interest income$93,718 $85,299 $67,438 $252,294 $183,945 

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The following tables detail Peoples’ average balance sheets for the periods presented:
 For the Three Months Ended
 September 30, 2023June 30, 2023September 30, 2022
(Dollars in thousands)
Average BalanceIncome/ ExpenseYield/CostAverage BalanceIncome/ ExpenseYield/CostAverage BalanceIncome/ ExpenseYield/Cost
Short-term investments $62,609 $801 5.08 %$58,245 $673 4.63 %$159,522 $847 2.11 %
Investment securities (a)(b):   
Taxable1,626,342 12,682 3.12 %1,673,441 12,817 3.06 %1,483,984 7,604 2.05 %
Nontaxable192,906 1,480 3.07 %200,503 1,477 2.95 %201,150 1,405 2.79 %
Total investment securities1,819,248 14,162 3.11 %1,873,944 14,294 3.05 %1,685,134 9,009 2.13 %
Loans (b)(c):   
Construction400,396 9,983 9.76 %358,732 6,491 7.16 %222,966 2,765 4.85 %
Commercial real estate, other1,965,927 34,369 6.84 %1,735,466 28,240 6.44 %1,300,173 16,593 4.99 %
Commercial and industrial1,128,420 22,568 7.83 %1,069,529 19,569 7.24 %865,436 11,140 5.04 %
Premium finance179,390 3,565 7.78 %154,557 2,659 6.81 %162,057 1,949 4.71 %
Leases384,606 11,508 11.71 %359,016 10,275 11.32 %307,459 9,628 12.25 %
Residential real estate (d)952,863 11,879 4.99 %921,012 10,818 4.70 %869,444 9,439 4.34 %
Home equity lines of credit201,973 4,012 7.88 %191,915 3,656 7.64 %173,032 2,217 5.08 %
Consumer, indirect662,462 8,774 5.25 %651,669 7,942 4.89 %576,826 5,907 4.06 %
Consumer, direct139,595 2,416 6.87 %123,899 2,246 7.27 %113,609 1,764 6.16 %
Total loans6,015,632 109,074 7.13 %5,565,795 91,896 6.55 %4,591,002 61,402 5.26 %
Allowance for credit losses (60,724)(53,427)(52,719)
Net loans5,954,908 109,074 7.20 %5,512,368 91,896 6.62 %4,538,283 61,402 5.33 %
Total earning assets7,836,765 124,037 6.23 %7,444,557 106,863 5.70 %6,382,939 71,258 4.40 %
Goodwill and other intangible assets411,229  387,055 329,482 
Other assets558,415  511,271 411,687 
    Total assets
$8,806,409  $8,342,883 $7,124,108 
Interest-bearing deposits:   
Savings accounts$1,058,606 $447 0.17 %$1,095,713 $583 0.21 %$1,079,580 $139 0.05 %
Governmental deposit accounts
758,409 4,012 2.10 %693,725 2,330 1.35 %741,836 543 0.29 %
Interest-bearing demand accounts
1,198,100 520 0.17 %1,178,614 532 0.18 %1,158,970 190 0.07 %
Money market accounts717,765 2,943 1.63 %679,123 2,006 1.18 %623,144 292 0.19 %
Retail CDs1,043,579 7,161 2.72 %825,155 4,209 2.05 %560,532 644 0.46 %
Brokered CDs (e)631,410 7,399 4.65 %480,640 4,743 3.96 %86,524 508 2.33 %
Total interest-bearing deposits
5,407,869 22,482 1.65 %4,952,970 14,403 1.17 %4,250,586 2,316 0.22 %
Borrowed funds:   
Short-term FHLB advances (e)344,978 4,717 5.42 %387,543 4,938 5.11 %41,696 266 2.53 %
Repurchase agreements and other113,484 452 1.59 %106,018 376 1.42 %161,069 127 0.32 %
Total short-term borrowings458,462 5,169 4.48 %493,561 5,314 4.32 %202,765 393 0.77 %
Long-term FHLB advances60,486 521 3.42 %33,819 205 2.43 %34,727 212 2.42 %
Long-term notes payable39,680 635 6.40 %44,493 548 4.94 %63,420 698 4.40 %
Other long-term borrowings (f)48,068 1,512 12.31 %53,779 1,094 8.05 %13,735 201 5.73 %
Total long-term borrowings148,234 2,668 7.19 %132,091 1,847 5.56 %111,882 1,111 3.97 %
  Total borrowed funds606,696 7,837 4.72 %625,652 7,161 4.58 %314,647 1,504 1.91 %
      Total interest-bearing liabilities
6,014,565 30,319 1.96 %5,578,622 21,564 1.55 %4,565,233 3,820 0.33 %
Non-interest-bearing deposits1,627,231   1,637,671 1,655,888 
Other liabilities159,755   175,152 105,128 
Total liabilities7,801,551   7,391,445 6,326,249 
Total stockholders’ equity1,004,858   951,438 797,859 
Total liabilities and stockholders’ equity$8,806,409   $8,342,883 $7,124,108 
Interest rate spread (b) $93,718 4.27 %$85,299 4.15 %$67,438 4.07 %
Net interest margin (b)4.70 %4.54 %4.17 %


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 For the Nine Months Ended
 September 30, 2023September 30, 2022
(Dollars in thousands)
Average BalanceIncome/ ExpenseYield/CostAverage BalanceIncome/ ExpenseYield/Cost
Short-term investments$57,271 $1,862 4.35 %$224,060 $1,306 0.78 %
Investment securities (a)(b):   
Taxable 1,632,594 36,548 2.98 %1,488,609 20,712 1.86 %
Nontaxable194,667 4,255 2.91 %199,515 3,991 2.67 %
Total investment securities1,827,261 40,803 2.98 %1,688,124 24,703 1.95 %
Loans (b)(c):   
Construction333,895 20,437 8.07 %219,478 7,136 4.29 %
Commercial real estate, other1,671,019 82,403 6.50 %1,338,375 46,974 4.63 %
Commercial and industrial1,021,573 56,747 7.33 %872,601 27,878 4.21 %
Premium finance160,729 8,374 6.87 %146,345 4,891 4.41 %
Leases 362,222 31,426 11.44 %253,231 26,271 13.68 %
Residential real estate (d)903,622 32,414 4.78 %890,499 28,531 4.27 %
Home equity lines of credit190,225 10,634 7.47 %168,137 5,577 4.43 %
Consumer, indirect651,578 23,947 4.91 %547,438 16,195 3.96 %
Consumer, direct125,826 6,401 6.80 %110,509 5,006 6.06 %
Total loans5,420,689 272,783 6.66 %4,546,613 168,459 4.91 %
Allowance for credit losses
(55,757)(56,237)
Net loans5,364,932 272,783 6.73 %4,490,376 168,459 4.97 %
Total earning assets7,249,464 315,448 5.76 %6,402,560 194,468 4.03 %
Goodwill and other intangible assets374,924  321,043 
Other assets496,497  380,376 
    Total assets
$8,120,885  $7,103,979 
Interest-bearing deposits:   
Savings accounts$1,066,783 $1,166 0.15 %$1,068,912 $218 0.03 %
Governmental deposit accounts
696,359 7,408 1.42 %705,891 1,462 0.28 %
Interest-bearing demand accounts
1,160,698 1,232 0.14 %1,169,284 397 0.05 %
Money market accounts661,272 5,774 1.17 %638,061 492 0.10 %
Retail CDs817,512 13,120 2.15 %596,335 2,262 0.51 %
Brokered CDs (e)452,574 13,846 4.09 %88,336 1,552 2.35 %
Total interest-bearing deposits
4,855,198 42,546 1.17 %4,266,819 6,383 0.20 %
Borrowed funds:   
Short-term FHLB advances (e)373,304 13,969 5.00 %50,132 816 2.18 %
Repurchase agreements and other104,522 971 1.24 %119,228 176 0.20 %
Total short-term borrowings477,826 14,940 4.18 %169,360 992 0.78 %
Long-term FHLB advances42,870 930 2.90 %59,440 775 1.74 %
Long-term notes payable44,903 1,837 5.45 %57,989 1,900 4.37 %
Other long-term borrowings (f)38,676 2,901 9.89 %13,700 473 4.55 %
Total long-term borrowings126,449 5,668 5.98 %131,129 3,148 3.20 %
  Total borrowed funds604,275 20,608 4.14 %300,489 4,140 1.83 %
      Total interest-bearing liabilities
5,459,473 63,154 1.50 %4,567,308 10,523 0.31 %
Non-interest-bearing deposits1,607,411   1,637,053 
Other liabilities134,003   91,749 
Total liabilities7,200,887   6,296,110 
Total stockholders’ equity919,998   807,869 
Total liabilities and stockholders’ equity$8,120,885   $7,103,979 
Interest rate spread (b) $252,294 4.26 %$183,945 3.72 %
Net interest margin (b)4.60 %3.81 %
(a)Average balances are based on carrying value.
(b)Interest income and yields are presented on an FTE basis, using a 23.3% blended corporate income tax rate for the three months and the nine months ended September 30, 2023, 23.6% for the three months ended June 30, 2023, and 23.3% for the three months and the nine months ended September 30, 2022.
(c)Average balances include nonaccrual and impaired loans. Interest income includes interest earned and received on nonaccrual loans prior to the loans being placed on nonaccrual status. Loan fees included in interest income were immaterial for all periods presented.

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(d)Loans held for sale are included in the average loan balance listed. Related interest income on loans originated for sale prior to the loan being sold is included in loan interest income.
(e)Interest related to interest rate swap transactions is included, as appropriate to the transaction, in interest expense on short-term FHLB advances and interest expense on brokered CDs for the periods presented in which FHLB advances and brokered CDs were being utilized.
(f)Included in other long-term borrowings are trust preferred securities held for investments and floating rate junior subordinated deferrable interest debentures.
Peoples' average balances compared to prior periods have been impacted by recent acquisitions, including the Limestone Merger as of the close of business on April 30, 2023, which added to average loan, deposit and borrowed funds balances. Peoples' cash balances have increased primarily due to an increase in interest-bearing deposits in other banks, mostly with the FRB. The increases in market interest rates have increased asset yields and deposit outflows (which have increased borrowings).
The following table provides an analysis of the changes in FTE net interest income:
Three Months Ended September 30, 2023 Compared to
Nine Months Ended September 30, 2023 Compared to
(Dollars in thousands)June 30, 2023September 30, 2022September 30, 2022
Increase (decrease) in:RateVolume
Total (a)
RateVolume
Total (a)
RateVolume
Total (a)
INTEREST INCOME:
Short-term investments $702 $(574)$128 $2,816 $(2,862)$(46)$2,723 $(2,167)$556 
Investment Securities (b):
Taxable1,049 (1,184)(135)4,287 791 5,078 (163)15,999 15,836 
Nontaxable247 (244)3 395 (320)75 255 9 264 
Total investment income1,296 (1,428)(132)4,682 471 5,153 92 16,008 16,100 
Loans (b):
   
Construction2,676 816 3,492 4,038 3,180 7,218 8,362 4,939 13,301 
Commercial real estate, other1,410 4,719 6,129 7,455 10,321 17,776 21,955 13,474 35,429 
Commercial and industrial1,492 1,507 2,999 7,364 4,064 11,428 23,450 5,419 28,869 
Premium finance426 480 906 1,388 228 1,616 2,962 521 3,483 
Leases398 835 1,233 (2,569)4,449 1,880 (6,847)12,002 5,155 
Residential real estate627 434 1,061 1,483 957 2,440 3,457 426 3,883 
Home equity lines of credit137 219 356 1,377 418 1,795 4,243 814 5,057 
Consumer, indirect680 152 832 1,904 963 2,867 4,343 3,409 7,752 
Consumer, direct(222)392 170 218 434 652 656 739 1,395 
Total loan income7,624 9,554 17,178 22,658 25,014 47,672 62,581 41,743 104,324 
Total interest income$9,622 $7,552 $17,174 $30,156 $22,623 $52,779 $65,396 $55,584 $120,980 
INTEREST EXPENSE:   
Deposits:   
Savings accounts$(117)$(19)$(136)$327 $(19)$308 $949 $(1)$948 
Governmental deposit accounts1,431 251 1,682 3,457 12 3,469 5,979 (33)5,946 
Interest-bearing demand accounts(61)49 (12)323 7 330 840 (5)835 
Money market accounts820 117 937 2,600 51 2,651 5,263 19 5,282 
Retail CDs1,655 1,297 2,952 5,554 963 6,517 9,742 1,116 10,858 
Brokered CDs1,182 1,474 2,656 941 5,950 6,891 1,873 10,421 12,294 
Total deposit cost4,910 3,169 8,079 13,202 6,964 20,166 24,646 11,517 36,163 
Borrowed funds:   
Short-term borrowings2,073 (2,218)(145)1,188 3,588 4,776 3,040 10,908 13,948 
Long-term borrowings1,802 (981)821 1,225 332 1,557 1,355 1,165 2,520 
Total borrowed funds cost3,875 (3,199)676 2,413 3,920 6,333 4,395 12,073 16,468 
Total interest expense8,785 (30)8,755 15,615 10,884 26,499 29,041 23,590 52,631 
FTE net interest income $837 $7,582 $8,419 $14,541 $11,739 $26,280 $36,355 $31,994 $68,349 
(a)The change in interest due to both rate and volume has been allocated to rate and volume changes in proportion to the relationship of the dollar amounts of the change in each.
(b)Interest income and yields are presented on an FTE basis, using a 23.3% blended corporate income tax rate for the three months and the nine months ended September 30, 2023, 23.6% for the three months ended June 30, 2023, and 23.3% for the three months and the nine months ended September 30, 2022.

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Compared to the linked quarter, net interest income increased 10% and net interest margin expanded by 16 basis points. The increase in net interest income was primarily due to net interest income provided by Limestone following the Limestone Merger and increases in market interest rates. Net interest margin was 4.70% for the third quarter of 2023, compared to 4.54% for the linked quarter. The increase in net interest margin for the third quarter of 2023 compared to the linked quarter was primarily driven by a full quarter of accretion on the acquired Limestone portfolio in the third quarter compared to only two months in the second quarter. The third quarter was also impacted by a true-up of $3.6 million to the preliminary Limestone-related accretion, $1.9 million of which would have benefited the second quarter of 2023. Also impacting the increases in net interest income and net interest margin was 6 basis points of improvement in investment yields due to sales of lower-yielding investment securities and a full quarter of yields from the securities acquired in the Limestone Merger compared to two months in the linked quarter. Partially offsetting these benefits was an increase in interest expense resulting from a shift in the composition of funding sources to retail and brokered CDs from non-interest bearing deposits, combined with an increase in market interest rates for deposits and other funding sources.
Net interest income for the third quarter of 2023 grew 39% over the prior year quarter and net interest margin increased by 53 basis points. The increase in net interest income compared to the third quarter of 2022 was driven by increases in market interest rates, the Limestone Merger, and organic growth. Compared to the prior year quarter, loan yields grew 187 basis points due to the rising market interest rate environment and both acquisitive and organic growth, while borrowing costs increased 281 basis points due primarily to a change in the composition of borrowings and increases in market interest rates.
For the first nine months of 2023, net interest income and net interest margin grew 37% and 79 basis points, respectively, compared to 2022. During that same time, loan yields increased 175 basis points, which was partially offset by higher borrowing costs. The increase in net interest income was driven by increases in market interest rates and the additional net interest income provided by Limestone following the Limestone Merger.
Peoples recognized interest income on deferred loan fees/costs associated with PPP loans of $0.4 million during the third quarter of 2022 along with $22,000 of interest earned on PPP loans. The interest income recognized on PPP loans added 1 basis point to net interest margin for the third quarter of 2022. For the first nine months of 2022, interest income recognized on deferred loan fees/costs related to PPP loans was $2.2 million, and interest earned was $0.3 million. The interest income recognized on PPP loans added 3 basis points to net interest margin for the first nine months of 2022. The deferred loan fees/costs associated with PPP loans and interest earned on PPP loans were minimal for the third quarter of 2023, the linked quarter and the first nine months of 2023.
Accretion income, net of amortization expense, from acquisitions was $9.8 million for the third quarter of 2023, $4.5 million for the linked quarter and $2.8 million for the third quarter of 2022, which added 49 basis points, 24 basis points and 16 basis points, respectively, to net interest margin. The increases in accretion income for the third quarter of 2023, when compared to the linked quarter and the third quarter of 2022 were driven by accretion from the Limestone Merger and the aforementioned third quarter 2023 true-up to preliminary Limestone-related accretion. For the first nine months of 2023, accretion income, net of amortization expense, totaled $16.3 million and added 30 basis points to net interest margin compared to $9.4 million and 20 basis points for the first nine months of 2022. The increase in accretion income for the first nine months of 2023 compared to the same period in 2022 was due to higher accretion recognized from the Limestone Merger than was recorded due to the acquisitions of Vantage, NSL and Premier in the prior period.
Additional information regarding changes in the Unaudited Consolidated Balance Sheets can be found under appropriate captions of the “FINANCIAL CONDITION” section of this MD&A. Additional information regarding Peoples' interest rate risk and the potential impact of interest rate changes on Peoples' results of operations and financial condition can be found later in this MD&A under the caption "FINANCIAL CONDITION - Interest Rate Sensitivity and Liquidity."
Provision for (Recovery of) Credit Losses
The following table details Peoples’ provision for (recovery of) credit losses:
 Three Months EndedNine Months Ended
 September 30,
2023		June 30,
2023		September 30,
2022		September 30,
(Dollars in thousands)20232022
Provision for (recovery of) other credit losses$3,764 $7,751 $1,558 $13,188 $(6,583)
Provision for checking account overdraft credit losses289 232 218 701 772 
Provision for (recovery of) credit losses$4,053 $7,983 $1,776 $13,889 $(5,811)
As a percentage of average total loans (a)0.27 %0.58 %0.15 %0.34 %(0.17)%
(a) Presented on an annualized basis.
The provision for (recovery of) credit losses recorded represents the amount needed to maintain the appropriate level of the allowance for credit losses based on management’s quarterly estimates. The provision for credit losses for the third quarter of 2023 was driven by (i) loan growth, (ii) an increase in net charge-offs, (iii) updates to our prepayment, curtailment and funding rates, and (iv) a deterioration in macro-economic conditions used within the CECL model, partially offset by the release of reserves on

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individually analyzed loans. The provision for credit losses for the linked quarter was due to a provision of $9.4 million for the non-purchased credit deteriorated loans acquired in the Limestone Merger, partially offset by the release of reserves of $1.7 million on individually analyzed loans and a recovery of $1.0 million due to improvements in macro-economic conditions. The provision for credit losses for the third quarter of 2022 was largely attributable to a deterioration of macro-economic conditions, partially offset by the release of reserves on individually analyzed loans.
For the first nine months of 2023, the provision for credit losses was driven by (i) the addition of the provision for the non-purchased credit deteriorated loans acquired in the Limestone Merger, (ii) loan growth and (ii) economic forecast deterioration, partially offset by a reduction in the reserves for individually analyzed loans and the use of updated loss drivers. The recovery of credit losses for the first nine months of 2022 was primarily due to the impact of economic assumptions used in the CECL model.
Additional information regarding changes in the allowance for credit losses and loan credit quality can be found later in this MD&A under the caption “FINANCIAL CONDITION - Allowance for Credit Losses.”
Net (Loss) Gain Included in Total Non-Interest Income
Net (loss) gain includes net losses and net gains on investment securities, asset disposals and other transactions, which are recognized in total non-interest income. The following table details Peoples’ net losses and net gains for the periods presented:
 Three Months EndedNine Months Ended
 September 30,
2023		June 30,
2023		September 30,
2022		September 30,
(Dollars in thousands)20232022
Net (loss) gain on investment securities$(7)$(166)$21 $(2,108)$107 
Net (loss) gain on asset disposals and other transactions:
Net (loss) gain on other assets(284)(44)94 (557)(47)
Net (loss) on OREO— (1,613)(105)(1,623)(138)
Net (loss) on other transactions (23)(8)(24)(38)(129)
Net (loss) on asset disposals and other transactions$(307)$(1,665)$(35)$(2,218)$(314)
The net loss on investment securities in the first nine months of 2023 was primarily due to a $2.0 million pre-tax net loss on sales of available-for-sale investment securities. During the first quarter of 2023, Peoples executed sales of $96.7 million of its lower yielding available-for-sale securities which were used to pay down overnight borrowings. The loss on the sale of the available-for-sale investment securities had a nominal impact on tangible book value as such loss was previously reflected in capital through accumulated other comprehensive loss. The realized losses recognized due to these transactions are projected to be earned back within the end of the 2023 fiscal year.
The net loss on asset disposals and other transactions for the third quarter of 2023 was due to $0.3 million of net losses on repossessed assets. The net loss for the linked quarter was primarily due to the $1.6 million write-down of an OREO property due to a pending sale of the property.
Total Non-Interest Income, Excluding Net Gains and Losses
Total non-interest income, excluding net gains and losses, comprised 20% of Peoples' total revenues (defined as net interest income plus total non-interest income excluding net gains and losses) for the third quarter of 2023, compared to 21% and 23% for the linked quarter and the third quarter of 2022, respectively. For the first nine months of 2023, total non-interest income, excluding net gains and losses, totaled 21% of total revenues compared to 25% for the first nine months of 2022. The decreases in these ratios for the third quarter and the first nine months of 2023 when compared to prior periods were primarily due to higher net interest income associated with income from Limestone following the Limestone Merger, coupled with increases in the market interest rates.
For the third quarter of 2023, electronic banking income comprised the largest portion of Peoples' total non-interest income, excluding net gains and losses. Peoples' electronic banking ("e-banking") services include ATM and debit cards, direct deposit services, internet and mobile banking, and remote deposit capture, and serve as alternative delivery channels to traditional sales offices for providing services to customers. The following table details Peoples' e-banking income:
 Three Months EndedNine Months Ended
 September 30,
2023		June 30,
2023		September 30,
2022		September 30,
(Dollars in thousands)20232022
E-banking income$6,466 $6,466 $5,261 $18,375 $15,933 
Peoples' e-banking income is derived largely from ATM and debit cards, as other services are mainly provided at no charge to customers. The amount of e-banking income is largely dependent on the timing and volume of customer activity. E-banking income increased for the third quarter of 2023 compared to the prior year third quarter primarily due to additional income provided by

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Limestone. E-banking income for the first nine months of 2023 was also impacted by increased customer activity including the additional customers from the Limestone Merger, when compared to the same period in 2022.
The following table details Peoples' insurance income:
 Three Months EndedNine Months Ended
 September 30,
2023		June 30,
2023		September 30,
2022		September 30,
(Dollars in thousands)20232022
Property and casualty insurance commissions
$3,585 $3,360 $2,958 $10,197 $8,859 
Performance-based commissions
40 35 64 1,602 1,420 
Life and health insurance commissions
548 535 508 1,647 1,464 
Other fees and charges
77 74 88 233 252 
Insurance income$4,250 $4,004 $3,618 $13,679 $11,995 
Peoples' insurance income for the third quarter of 2023 increased when compared to that for the linked quarter and the third quarter of 2022, which was driven by higher performance-based property and casualty insurance commissions due to client acquisition efforts and hardening insurance markets. Insurance income in the first nine months of 2023 increased 14% when compared to the first nine months of 2022 due to higher commissions and additional customers.
Peoples' fiduciary income and brokerage income continued to be based primarily upon the value of assets under administration and management, with additional income generated from transaction commissions, cross-selling of products and additional retirement plan services business. The following table details Peoples’ trust and investment income:
 Three Months EndedNine Months Ended
 September 30,
2023		June 30,
2023		September 30,
2022		September 30,
(Dollars in thousands)20232022
Fiduciary income$1,835 $2,046 $1,752 $5,686 $5,716 
Brokerage income1,782 1,667 1,578 5,076 4,858 
Employee benefit fees671 701 624 2,024 1,902 
Trust and investment income$4,288 $4,414 $3,954 $12,786 $12,476 
Fiduciary income and brokerage income decreased slightly in the third quarter of 2023 relative to the linked quarter due to market volatility. When compared to the third quarter of 2022, fiduciary income and brokerage income increased, which was driven by an increase in brokerage income due to an increase in assets under administration and management. For the first nine months of 2023, trust and investment income increased when compared to the same period in 2022 due to an increase in brokerage income, partially offset by less fiduciary income, primarily reflecting market volatility.
The following table details Peoples' assets under administration and management:
September 30,
2023		June 30,
2023		March 31,
2023		December 31,
2022		September 30,
2022
(Dollars in thousands)
Trust$1,900,488 $1,931,789 $1,803,887 $1,764,639 $1,682,334 
Brokerage
1,364,372 1,379,309 1,318,300 1,211,868 1,127,831 
Total
$3,264,860 $3,311,098 $3,122,187 $2,976,507 $2,810,165 
Quarterly average$3,319,655 $3,205,186 $3,076,285 $2,965,985 $2,844,181 
The decreases in assets under administration and management at September 30, 2023 compared to at June 30, 2023 was driven by a decrease in trust assets and market value fluctuations. The increase in assets under administration and management at September 30, 2023 when compared to at September 30, 2022 was primarily due to the acquisition of an independent financial advisor in January of 2023 which increased brokerage assets by $30 million.

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Deposit account service charges are based on the recovery of costs associated with services provided. The following table details Peoples' deposit account service charges:
 Three Months EndedNine Months Ended
 September 30,
2023		June 30,
2023		September 30,
2022		September 30,
(Dollars in thousands)20232022
Overdraft and non-sufficient funds fees$2,461 $2,276 $2,233 $6,579 $6,154 
Account maintenance fees1,577 1,623 1,353 4,661 3,971 
Other fees and charges478 254 247 952 692 
Deposit account service charges$4,516 $4,153 $3,833 $12,192 $10,817 
The amount of deposit account service charges, particularly fees for overdrafts and non-sufficient funds, is largely dependent on the timing and volume of customer activity. Management periodically evaluates its cost recovery fees to ensure they are reasonable based on operational costs and similar to fees charged in Peoples' markets by competitors. Deposit account service charges increased for the third quarter of 2023 compared to the linked quarter due to a full quarter of income from Limestone customers compared to only two months in the linked quarter. Deposit account service charges increased when comparing the third quarter and the year to date of 2023 to the same 2022 periods due to the Limestone Merger and increased maintenance fee rates.
The following table details the other items included within Peoples' total non-interest income:
 Three Months EndedNine Months Ended
 September 30,
2023		June 30,
2023		September 30,
2022		September 30,
(Dollars in thousands)20232022
Other non-interest income2,452 1,059 967 4,179 2,819 
Bank owned life insurance income1,375 842 694 2,924 1,922 
Lease income(66)1,719 1,725 2,730 2,931 
Mortgage banking income237 189 328 740 1,116 
The increases in non-interest income when comparing the three and the nine months ended September 30, 2023 to their respective prior periods of 2022 were primarily due to increases in operating lease income.
Bank owned life insurance income for the third quarter of 2023 increased compared to the linked quarter primarily due to a cumulative adjustment related to the acquired Limestone portfolio. Bank owned life insurance income for the third quarter and year to date of 2023, increased when compared to the same periods of 2022, due to the Limestone Merger as well as additional investments in bank owned life insurance.
Lease income is primarily comprised of (i) gains on the early termination of leases, (ii) fees received for referrals, (iii) gains and losses recognized on the sales of residual assets and (iv) syndication income. The third quarter of 2023 decrease in lease income when compared to the linked quarter and third quarter of 2022 was due to $1.6 million in net losses on the disposition of lease residuals during the quarter, partially offset by other lease income. The first nine months of 2023 decrease in lease income when compared to the same period of 2022 was also due to lease residual activity in the third quarter of 2023, partially offset by increases in lease income from Vantage.
Mortgage banking income is comprised mostly of net gains from the origination and sale of real estate loans in the secondary market, and, to a lesser extent, servicing income for loans sold with servicing retained. As a result, the amount of income recognized by Peoples is largely dependent on customer demand and long-term interest rates for residential real estate loans offered in the secondary market. Mortgage banking income for the third quarter of 2023 and the first nine months of 2023 declined when compared to the comparative prior periods of 2022 primarily due to the rising market interest rate environment.
In the third quarter of 2023, Peoples sold $0.8 million in loans into the secondary market with servicing retained and $9.4 million in loans with servicing released, compared to $1.1 million and $6.1 million, respectively, in the second quarter of 2023, and $4.4 million and $7.6 million, respectively, in the third quarter of 2022. For the first nine months of 2023, Peoples sold $2.7 million in loans into the secondary market with servicing retained, and $22.8 million in loans with servicing released, compared to $16.1 million and $21.6 million, respectively, for the first nine months of 2022.

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Non-Interest Expense
Salaries and employee benefit costs remain Peoples' largest non-interest expense, accounting for over one-half of total non-interest expense.  The following table details Peoples' salaries and employee benefit costs:
 Three Months EndedNine Months Ended
 September 30,
2023		June 30,
2023		September 30,
2022		September 30,
(Dollars in thousands)20232022
Base salaries and wages$24,152 $27,407 $18,762 $71,891 $54,846 
Sales-based and incentive compensation6,480 5,502 4,899 15,927 13,448 
Employee benefits4,307 3,622 3,340 12,044 10,282 
Payroll taxes and other employment costs1,949 1,535 1,796 5,854 5,276 
Stock-based compensation1,107 1,043 782 4,339 2,987 
Deferred personnel costs(1,387)(1,084)(961)(3,394)(2,907)
Salaries and employee benefit costs$36,608 $38,025 $28,618 $106,661 $83,932 
Full-time equivalent employees:  
Actual at end of period1,482 1,500 1,244 1,482 1,244 
Average during the period1,494 1,393 1,253 1,359 1,106 
Base salaries and wages for the third quarter of 2023 decreased compared to the linked quarter due to a $4.8 million decrease in acquisition-related expenses, partially offset by an increase in non-acquisition related expenses due to growth and a full quarter of expenses from Limestone employees compared to two months of expenses in the linked quarter. Base salaries and wages for the third quarter of 2023 and the first nine months of 2023 increased compared to the comparative prior periods due to $0.2 million and $5.3 million of acquisition-related expenses related to the Limestone Merger for the third quarter of 2023 and the first nine months of 2023, respectively, and additional expenses from Limestone employees in the third quarter of 2023 and the first nine months of 2023. Base salaries and wages for the first nine months of 2023 also increased when compared to the same period of 2022 due to annual merit increases as well as a full nine months of expenses related to the additional salaries associated with the acquisition of Vantage compared to seven months of expenses in the first nine months of 2022.
The increases in sales-based and incentive compensation for the third quarter of 2023 and the first nine months of 2023 compared to the comparative prior periods presented were primarily due to the overall company performance measures used in calculating incentive awards.
The increase in employee benefits for the third quarter of 2023 compared to the linked quarter, was primarily due to increased medical costs as well as a full quarter of expenses from Limestone employees compared to two months of expenses in the linked quarter. The increases in employee benefits for the third quarter of 2023 and the first nine months of 2023 compared to the third quarter of 2022 and the first nine months of 2022 were primarily due to the addition of Limestone employee benefits expenses. The increase in employee benefits for the first nine months of 2023 compared to the first nine months of 2022 was also due to higher medical costs reflecting a full nine months of expenses in 2023 for the Vantage employees versus seven months of expenses in the first nine months of 2022.
Payroll taxes and other employment costs for the third quarter of 2023 increased compared to the linked quarter due to an increase in payroll taxes due to growth and a full quarter of expenses from Limestone employees compared to two months of expenses in the linked quarter. The increases in payroll taxes and other employment costs for the three months and the nine months ended September 30, 2023, when compared to the three months and the nine months ended September 30, 2022, were primarily due to additional Limestone-related non-acquisition-related expenses and $0.1 million and $0.2 million, respectively, of acquisition-related expenses in the third quarter and first nine months of 2023.
Stock-based compensation is generally recognized over the vesting period, which generally ranges from immediate vesting to vesting at the end of three years. An adjustment is made at the vesting date to reverse expense relating to forfeitures for performance awards, and at the date of forfeiture to reverse expense for non-vested restricted common share awards. Stock grants to retirement eligible grantees are expensed either immediately or over a shorter period than three years. The majority of Peoples' stock-based compensation is attributable to annual equity-based incentive awards to employees, which are awarded in the first quarter of each year based upon Peoples achieving certain performance goals during the prior year, and are generally contingent on employment through the vesting period. Stock-based compensation for the third quarter of 2023 and the first nine months of 2023 increased when compared to the third quarter of 2022 and the first nine months of 2022 due to additional employees, including the ones added in the acquisition of Vantage.
Deferred personnel costs represent the portion of current period salaries and employee benefit costs considered to be direct loan origination costs. These costs are capitalized and recognized over the life of the loan as a yield adjustment in interest income. As a result, the amount of deferred personnel costs for each period corresponds directly with the volume of loan originations, coupled with

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the average deferred costs per loan that are updated annually at the beginning of each year. The increases in deferred personnel costs for the third quarter and the first nine months of 2023 compared to the comparative prior periods were primarily due to an increase in loan origination volume.
Peoples' net occupancy and equipment expense was comprised of the following:
 Three Months EndedNine Months Ended
 September 30,
2023		June 30,
2023		September 30,
2022		September 30,
(Dollars in thousands)20232022
Depreciation$2,018 $1,876 $1,722 $5,684 $5,315 
Repairs and maintenance costs1,846 1,334 1,333 4,441 3,959 
Property taxes, utilities and other costs1,158 1,182 994 3,497 3,190 
Net rent expense479 988 764 2,214 2,205 
Net occupancy and equipment expense$5,501 $5,380 $4,813 $15,836 $14,669 
The third quarter of 2023 net occupancy and equipment expense increased when compared to the linked quarter due to a full quarter of Limestone-related net occupancy and equipment expense compared to two months of expense in the linked quarter. The third quarter and the first nine months of 2023 net occupancy and equipment expense increased when compared to the comparative periods in 2022 due to additional net occupancy and equipment expense from the Limestone Merger.
The following table details the other items included in total non-interest expense:
 Three Months EndedNine Months Ended
 September 30,
2023		June 30,
2023		September 30,
2022		September 30,
(Dollars in thousands)20232022
Data processing and software expense$6,288 $4,728 $3,279 $15,578 $9,228 
Professional fees3,456 7,438 2,832 13,775 8,784 
Amortization of other intangible assets3,280 2,800 2,023 7,951 5,765 
E-banking expense1,836 1,832 2,648 5,159 8,134 
Marketing expense1,267 1,357 1,136 3,554 2,991 
FDIC insurance premiums1,260 1,464 709 3,525 2,921 
Franchise tax expense772 872 1,075 2,678 2,941 
Other loan expenses856 538 511 2,133 1,788 
Communication expense752 724 599 2,089 1,873 
Other non-interest expense9,820 5,465 4,010 19,859 10,755 
Data processing and software expenses for the third quarter and the first nine months of 2023 were impacted by $1.3 million of acquisition-related data processing and software expenses attributable to Limestone in the third quarter of 2023, which was the primary driver of the increase when compared to the linked quarter. The increases for the third quarter and the first nine months of 2023 when compared to the third quarter and first nine months of 2022 were also driven by software upgrades and implementation of new systems, coupled with the increased size of Peoples' organization.
Professional fees for the third quarter of 2023 decreased when compared to the linked quarter due to less acquisition-related expenses. Professional fees for the third quarter and the first nine months of 2023 increased when compared to the comparative prior periods in 2022 due to $0.4 million and $5.5 million of acquisition-related expenses during the third quarter and first nine months of 2023, respectively, related to the Limestone Merger.
Amortization of other intangible assets for the third quarter and the first nine months of 2023 increased when compared to the linked quarter and comparative prior periods in 2022 due to additional expenses attributable to the Limestone Merger during the third quarter and the first nine months of 2023, respectively.
Peoples' e-banking expense is comprised of costs associated with debit and ATM cards. E-banking expense decreased for the third quarter and first nine months of 2023 when compared to the same periods of 2022 due to reduced costs for Peoples' online banking platform and a reclassification of those costs relative to the prior period to data processing and software expense.
Marketing expense and communication expense for the third quarter of 2023 decreased when compared to the linked quarter due to additional marketing campaigns to promote the Limestone Merger in the second quarter of 2023. Marketing expense and communication expense for the third quarter and the first nine months of 2023 increased when compared to the comparative prior periods in 2022 due to additional marketing campaigns in 2023. Additionally, Limestone added additional communication expenses in the third quarter and the first nine months of 2023, respectively.

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Peoples' FDIC insurance premiums for the third quarter of 2023 decreased when compared to the linked quarter due to a prior period true-up related to an increase in rates assessed by the FDIC. FDIC insurance premiums for the third quarter and the first nine months of 2023 increased when compared to the comparative prior periods in 2022 due to organic and acquisitive growth and an increase in rates assessed by the FDIC. The first nine months of 2022 was also impacted by an adjustment in the first quarter of 2022 relating to prior acquisitions.
Peoples is subject to state franchise taxes, which are based largely on Peoples' equity, in the states where Peoples has a physical presence. Franchise tax expense also includes the Ohio Financial Institution Tax ("FIT"), which is a business privilege tax that is imposed on financial institutions organized for profit and doing business in Ohio. The Ohio FIT is based on the total equity capital in proportion to the taxpayer's gross receipts in Ohio as of the most recent year-end. The decreases for the third quarter and the first nine months of 2023 versus the respective prior comparative periods were driven by a lower apportionment in Ohio compared to all comparative prior periods.
Other loan expenses during the third quarter of 2023 and the first nine months of 2023 increased when compared to the respective prior comparative periods primarily due to increases in miscellaneous loan and collection expenses. The third quarter and the first nine months of 2023 increases when compared to the same periods of 2022 were also impacted by Limestone-related expenses and increases in business loan expenses and credit bureau expenses.
Other non-interest expense for the third quarter of 2023 and the first nine months of 2023 increased when compared to the linked quarter and comparative prior periods in 2022 due to a $2.4 million settlement charge in relation to the termination of the pension plan and $1.8 million of acquisition-related expenses related to the Limestone Merger, mostly due to early contract termination fees, recorded in the third quarter of 2023. The increases in other non-interest expense for the third quarter of 2023 and the first nine months of 2023 were also impacted by increases of $0.6 million, $0.9 million, and $1.1 million in operating lease expense when compared to the linked quarter, third quarter of 2022, and first nine months of 2022, respectively.
Income Tax Expense
Peoples recorded income tax expense of $8.8 million with an effective tax rate of 21.7% for the third quarter of 2023, compared to income tax expense of $6.2 million with an effective tax rate of 22.6% for the linked quarter and income tax expense of $7.4 million with an effective tax rate of 22.2% for the third quarter of 2022. Income tax expense for the third quarter of 2023 compared to the linked quarter and the third quarter of 2022, increased due to higher net income before income taxes. The effective rate decrease for the third quarter of 2023 when compared to the linked quarter and the third quarter of 2022 was primarily due to updates to the blended state tax rate. Peoples recorded income tax expense of $22.1 million with an effective tax rate of 21.7% in the first nine months of 2023 and $20.2 million with an effective tax rate of 21.4% in the first nine months of 2022. The increase in income tax expense for the first nine months of 2023 when compared to the same 2022 period was driven by higher pre-tax income.
Additional information regarding income taxes can be found in "Note 13. Income Taxes" of the Notes to the Consolidated Financial Statements included in Peoples' 2022 Form 10-K.
Pre-Provision Net Revenue (Non-US GAAP)
Pre-provision net revenue ("PPNR") has become a key financial measure used by state and federal bank regulatory agencies when assessing the capital adequacy of financial institutions. PPNR is defined as net interest income plus total non-interest income, excluding all gains and losses, minus total non-interest expense. As a result, PPNR represents the earnings capacity that can be either retained in order to build capital or used to absorb unexpected losses and preserve existing capital. This ratio represents a Non-US GAAP financial measure since it excludes the provision for (recovery of) credit losses and all gains and losses included in earnings.

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The following table provides a reconciliation of this Non-US GAAP financial measure to the amounts reported in Peoples' Unaudited Condensed Consolidated Financial Statements for the periods presented:    
Three Months EndedNine Months Ended
September 30,
2023		June 30,
2023		September 30,
2022		September 30,
(Dollars in thousands)20232022
Pre-provision net revenue:
Income before income taxes$40,729 $27,262 $33,388 $101,597 $94,661 
Add: provision for credit losses 4,053 7,983 1,776 13,889 1,776 
Add: loss on OREO1 1,612 105 1,623 138 
Add: loss on investment securities 7 166 — 2,108 44 
Add: loss on other assets283 45 — 557 142 
Add: loss on other transactions23 8 24 38 128 
Less: recovery of credit losses— — — — 7,587 
Less: gain on investment securities— — 21 — 151 
Less: gain on other assets— — 94 — 94 
Pre-provision net revenue$45,096 $37,076 $35,178 $119,812 $89,057 
Total average assets$8,806,409$8,342,883$7,124,108$8,120,885$7,103,979
Pre-provision net revenue to total average assets (annualized)2.03 %1.78 %1.96 %1.97 %1.68 %
Weighted-average common shares outstanding - diluted35,061,89732,649,97627,973,25531,977,48628,009,263
Pre-provision net revenue per common share - diluted$1.28 $1.13 $1.25 $3.72 $3.17 
The increase in the PPNR for the third quarter of 2023 compared to the second quarter of 2023 was driven by increased net interest income due to a full quarter of income from the Limestone Merger compared to two months in the linked quarter and the positive impact of recent increases in market interest rates, partially offset by an increase in non-interest expense, primarily due to the Limestone Merger. The increases in PPNR for the third quarter and the first nine months of 2023 when compared to the same periods in 2022 were due to increased net interest income reflecting the positive impact of recent increases in market interest rates as well as the additional net interest income from Limestone customers after the Limestone Merger.
Core Non-Interest Expense (Non-US GAAP)
Core non-interest expense is a financial measure used to evaluate Peoples' recurring expense stream. This measure is Non-US GAAP since it excludes the impact of all acquisition-related expenses, pension settlement charges, COVID-19-related expenses and the COVID-19 Employee Retention Credit.
The following table provides a reconciliation of this Non-US GAAP measure to the amounts reported in Peoples' Unaudited Condensed Consolidated Financial Statements for the periods presented:
Three Months EndedNine Months Ended
September 30,
2023		June 30,
2023		September 30,
2022		September 30,
(Dollars in thousands)20232022
Core non-interest expense:
Total non-interest expense$71,696 $70,623 $52,253 $198,798 $153,781 
Less: acquisition-related expenses4,434 10,709 339 15,694 2,314 
Less: pension settlement charges2,424 — 139 2,424 139 
Less: COVID-19-related expenses— — 9 — 132 
Add: COVID-19 Employee Retention Credit— 548 — 548 — 
Core non-interest expense$64,838 $60,462 $51,766 $181,228 $151,196 
Efficiency Ratio (Non-US GAAP)
The efficiency ratio is a key financial measure used to monitor performance. The efficiency ratio is calculated as total non-interest expense (less amortization of other intangible assets) as a percentage of FTE net interest income plus total non-interest income excluding net gains and losses. This measure is Non-US GAAP since it excludes amortization of other intangible assets and all gains and losses included in earnings, and uses FTE net interest income.

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The following table provides a reconciliation of this Non-US GAAP financial measure to the amounts reported in Peoples' Unaudited Condensed Consolidated Financial Statements for the periods presented:
Three Months EndedNine Months Ended
September 30,
2023		June 30,
2023		September 30,
2022		September 30,
(Dollars in thousands)20232022
Efficiency ratio:
Total non-interest expense$71,696 $70,623 $52,253 $198,798 $153,781 
Less: amortization of other intangible assets3,280 2,800 2,023 7,951 5,765 
Adjusted total non-interest expense68,416 67,823 50,230 190,847 148,016 
Total non-interest income23,204 21,015 20,366 63,279 59,802 
Less: net (loss) gain on investment securities(7)(166)21 (2,108)107 
Less: net loss on asset disposals and other transactions(307)(1,665)(35)(2,218)(314)
Total non-interest income excluding net gains and losses23,518 22,846 20,380 67,605 60,009 
Net interest income93,274 84,853 67,051 251,005 182,829 
Add: FTE adjustment (a)444 446 387 1,289 1,116 
Net interest income on an FTE basis93,718 85,299 67,438 252,294 183,945 
Adjusted revenue$117,236 $108,145 $87,818 $319,899 $243,954 
Efficiency ratio58.36 %62.71 %57.20 %59.66 %60.67 %
Efficiency ratio adjusted for non-core items:
Core non-interest expense$64,838 $60,462 $51,766 $181,228 $151,196 
Less: amortization of other intangible assets3,280 2,800 2,023 7,951 5,765 
Adjusted core non-interest expense61,558 57,662 49,743 173,277 145,431 
Non-interest income excluding net gains and losses23,518 22,846 20,380 67,605 60,009 
Net interest income on an FTE basis93,718 85,299 67,438 252,294 183,945 
Adjusted revenue$117,236 $108,145 $87,818 $319,899 $243,954 
Efficiency ratio adjusted for non-core items52.51 %53.32 %56.64 %54.17 %59.61 %
(a) Tax effect is calculated using a 23.3% blended corporate income tax rate for the three months and the nine months ended September 30, 2023, a 23.6% blended corporate income tax rate for the three months ended June 30, 2023, and a 23.3% blended corporate income tax rate for the three months and the nine months ended September 30, 2022.
The efficiency ratio decreased for the third quarter of 2023 when compared to the second quarter of 2023 and increased when compared to the third quarter of 2022. The decrease in the efficiency ratio compared to the linked quarter was primarily due to higher net interest income due to an increase in market interest rates and a full quarter with the additional customers from the Limestone Merger compared to two months in the linked quarter and less acquisition-related expenses, partially offset by an increase in non-acquisition-related non-interest expenses. The increase in the efficiency ratio compared to the prior year quarter was primarily due to the increases in non-interest expenses, primarily from the Limestone Merger, which was mostly offset by higher net interest income due to increases in the market interest rates and additional customers from the Limestone Merger. The efficiency ratio for the first nine months of 2023 improved when compared to the first nine months of 2022 due to increased net interest income driven by increases in the market interest rates and additional net interest income provided by Limestone after the Limestone Merger, partially offset by an increase in non-interest expenses due to the Limestone Merger.
The efficiency ratios adjusted for non-core items for the third quarter of 2023 and the first nine months of 2023 improved when compared to the comparative prior periods of 2022 due to increased net interest income driven by increases in the market interest rates and additional net interest income provided by Limestone after the Limestone Merger, partially offset by an increase in core non-interest expense due to the Limestone Merger.
Return on Average Assets Adjusted for Non-Core Items Ratio (Non-US GAAP)
In addition to return on average assets, management uses return on average assets adjusted for non-core items to monitor performance. The return on average assets adjusted for non-core items ratio represents a Non-US GAAP financial measure since it excludes the after-tax impact of all gains and losses, acquisition-related expenses, pension settlement charges, COVID-19-related expenses and the COVID-19 Employee Retention Credit.

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The following table provides a reconciliation of this Non-US GAAP financial measure to the amounts reported in Peoples' Unaudited Condensed Consolidated Financial Statements for the periods presented:
Three Months EndedNine Months Ended
September 30,
2023		June 30,
2023		September 30,
2022		September 30,
(Dollars in thousands)20232022
Annualized net income adjusted for non-core items:
Net income
$31,882 $21,096 $25,978 $79,538 $74,443 
Add: net loss on investment securities
7 166 — 2,108 — 
Less: tax effect of net loss on investment securities (a)
2 35 — 443 — 
Less: net gain on investment securities
— — 21 — 107 
Add: tax effect of net gain on investment securities (a)
— — 4 — 22 
Add: net loss on asset disposals and other transactions
307 1,665 35 2,218 314 
Less: tax effect of net loss on asset disposals and other transactions (a)
65 349 7 466 66 
Add: acquisition-related expenses
4,434 10,709 339 15,694 2,314 
Less: tax effect of acquisition-related expenses (a)
931 2,249 71 3,296 486 
Add: pension settlement charges
2,424 — 139 2,424 139 
Less: tax effect of pension settlement charges (a)
509 — 29 509 29 
Add: COVID-19-related expenses— — 9 — 132 
Less: tax effect of COVID-19-related expenses (a)— — 2 — 28 
Less: COVID-19 Employee Retention Credit— 548 — 548 — 
Add: tax effect of COVID-19 Employee Retention Credit (a)— 115 — 115 — 
Net income adjusted for non-core items (after tax)
$37,547 $30,570 $26,374 $96,835 $76,648 
Days in the period92 91 92 273 273 
Days in the year365 365 365 365 365 
Annualized net income
$126,488 $84,616 $103,065 $106,342 $99,530 
Annualized net income adjusted for non-core items (after tax)
$148,964 $122,616 $104,636 $129,468 $102,478 
Return on average assets:
Annualized net income
$126,488 $84,616 $103,065 $106,342 $99,530 
Total average assets8,806,409 8,342,883 7,124,108 8,120,885 7,103,979 
Return on average assets
1.44 %1.01 %1.45 %1.31 %1.40 %
Return on average assets adjusted for non-core items:
Annualized net income adjusted for non-core items (after tax)
$148,964 $122,616 $104,636 $129,468 $102,478 
Total average assets
8,806,409 8,342,883 7,124,108 8,120,885 7,103,979 
Return on average assets adjusted for non-core items (after tax)
1.69 %1.47 %1.47 %1.59 %1.44 %
(a) Based on a 21% statutory federal corporate income tax rate.
The return on average assets adjusted for non-core items for the third quarter of 2023 increased when compared to the linked quarter, due to an increase in annualized net income resulting from an increase in net interest income and a decrease in acquisition-related expenses, partially offset by an increase in average assets resulting from the Limestone Merger as well as increases in non-interest expenses. The increase in the return on average assets adjusted for non-core items for the third quarter of 2023, compared to the third quarter of 2022, was attributable to an increase in annualized net income primarily due to an increase in net interest income, partially offset by the assets acquired in the Limestone Merger and an increase in expenses. The return on average assets adjusted for non-core items for the first nine months of 2023 increased when compared to the first nine months of 2022, due to a higher annualized net income due to an increase in net interest income, partially offset by an increase in average assets, higher non-interest expenses, and a provision for credit losses compared to a recovery of credit losses in the first nine months of 2022.

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Return on Average Tangible Equity Ratio (Non-US GAAP)
The return on average tangible equity ratio is a key financial measure used to monitor performance. This ratio is calculated as annualized net income (less the after-tax impact of amortization of other intangible assets) divided by average tangible equity. This measure is Non-US GAAP since it excludes amortization of other intangible assets from earnings and the impact of goodwill and other intangible assets acquired through acquisitions on total stockholders' equity.
Three Months EndedNine Months Ended
September 30,
2023		June 30,
2023		September 30,
2022		September 30,
(Dollars in thousands)20232022
Annualized net income excluding amortization of other intangible assets:
Net income
$31,882 $21,096 $25,978 $79,538 $74,443 
Add: amortization of other intangible assets
3,280 2,800 2,023 7,951 5,765 
Less: tax effect of amortization of other intangible assets (a)
689 588 425 1,670 1,211 
Net income excluding amortization of other intangible assets
$34,473 $23,308 $27,576 $85,819 $78,997 
Days in the period
92 91 92 273 273 
Days in the year
365 365 365 365 365 
Annualized net income
$126,488 $84,616 $103,065 $106,342 $99,530 
Annualized net income excluding amortization of other intangible assets
$136,768 $93,488 $109,405 $114,740 $105,619 
Average tangible equity:
Total average stockholders' equity
$1,004,858 $951,438 $797,859 $919,998 $807,869 
Less: average goodwill and other intangible assets
411,229 387,055 329,482 374,924 321,043 
Average tangible equity
$593,629 $564,383 $468,377 $545,074 $486,826 
Return on total average stockholders' equity ratio:
Annualized net income
$126,488 $84,616 $103,065 $106,342 $99,530 
Total average stockholders' equity
$1,004,858 $951,438 $797,859 $919,998 $807,869 
Return on total average stockholders' equity
12.59 %8.89 %12.92 %11.56 %12.32 %
Return on average tangible equity ratio:
Annualized net income excluding amortization of other intangible assets
$136,768 $93,488 $109,405 $114,740 $105,619 
Average tangible equity
$593,629 $564,383 $468,377 $545,074 $486,826 
Return on average tangible equity
23.04 %16.56 %23.36 %21.05 %21.70 %
(a) Based on a 21% statutory federal corporate income tax rate.
The return on total average stockholders' equity and average tangible equity ratios increased when compared to the linked quarter due to an increase in annualized net income mainly attributable to an increase in net interest income, partially offset by an increase in acquisition-related expenses and non-acquisition-related expenses. The decreases in the return on total average stockholders' equity and average tangible equity ratios in the third quarter of 2023 when compared to the same period of 2022 were due to the issuance of 6.8 million common shares as consideration in the Limestone Merger, an increase in acquisition-related expenses, and an increase in the provision for credit losses due to the initial provision for the non-purchased credit deteriorated loans acquired from Limestone, partially offset by an increase in total net interest income driven by the recent increases in market interest rates and additional net interest income from Limestone following the Limestone Merger. The decrease in the return on total average stockholders' equity and average tangible equity ratios in the first nine months of 2023 when compared to the same period of 2022 was primarily due to the factors that increased equity mentioned above, partially offset by an increase in net annualized income due to an increase in net interest income.

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FINANCIAL CONDITION
Cash and Cash Equivalents
At September 30, 2023, Peoples' interest-bearing deposits in other banks had increased $131.7 million from December 31, 2022. The total cash and cash equivalents balance included $167.8 million of excess cash reserves being maintained at the FRB of Cleveland at September 30, 2023, compared to $33.1 million at December 31, 2022. The amount of excess cash reserves maintained is dependent upon Peoples' daily liquidity position, which is driven primarily by changes in deposit and loan balances.
Through the first nine months of 2023, Peoples' total cash and cash equivalents increased $145.1 million, which reflected cash inflows of $113.1 million of cash provided by operating activities and $111.1 million of cash provided by financing activities, partially offset by cash outflows of $79.1 million of cash used in investing activities. The cash provided by financing activities was largely driven by a $369.6 million net increase in interest-bearing deposits and $70.1 million of proceeds from long-term borrowings, partially offset by (i) a net decrease in non-interest bearing deposits of $283.0 million, (ii) $37.9 million in cash dividends paid and (iii) $32.5 million in payments on long-term borrowings. Peoples' use of cash in investing activities reflected cash outflows from a $285.2 million net decrease in loans held for investment and net cash outflows from held-to-maturity investment securities of $115.1 million, partially offset by net cash inflows from available-for-sale investment securities of $249.5 million and $93.0 million of cash received in the Limestone Merger.
Further information regarding the management of Peoples' liquidity position can be found later in this discussion under “Interest Rate Sensitivity and Liquidity.”
Investment Securities
The following table provides information regarding Peoples’ investment portfolio:
(Dollars in thousands)Weighted Average YieldSeptember 30,
2023		June 30,
2023		March 31,
2023		December 31,
2022		September 30,
2022
Available-for-sale securities, at fair value:    
Obligations of:     
U.S. Treasury and government agencies
3.11 %$42,466 $75,255 $58,438 $152,422 $172,055 
U.S. government sponsored agencies2.40 %103,932 98,324 98,311 88,115 80,915 
States and political subdivisions2.54 %220,460 248,271 224,996 225,882 230,022 
Residential mortgage-backed securities2.08 %593,104 635,487 605,270 604,653 624,061 
Commercial mortgage-backed securities1.83 %50,840 52,830 52,153 50,049 52,504 
Bank-issued trust preferred securities6.49 %7,779 23,272 10,329 10,278 10,287 
Total fair value$1,018,581 $1,133,439 $1,049,497 $1,131,399 $1,169,844 
Total amortized cost$1,211,794 $1,292,331 $1,196,521 $1,300,719 $1,349,800 
Net unrealized loss$(193,213)$(158,892)$(147,024)$(169,320)$(179,956)
Held-to-maturity securities, at amortized cost:
Obligations of:
U.S. government sponsored agencies4.36 %$174,699 $176,027 $194,184 $132,366 $59,871 
States and political subdivisions (a)2.23 %144,490 144,668 144,844 145,022 145,252 
Residential mortgage-backed securities3.89 %248,627 243,807 245,294 176,215 111,707 
Commercial mortgage-backed securities2.47 %107,593 109,423 109,750 106,609 90,971 
Total amortized cost$675,409 $673,925 $694,072 $560,212 $407,801 
Other investment securities$66,332 $63,579 $52,763 $51,609 $39,039 
Total investment securities:
Amortized cost$1,953,535 $2,029,835 $1,943,356 $1,912,540 $1,796,640 
Carrying value$1,760,322 $1,870,943 $1,796,332 $1,743,220 $1,616,684 
(a)Amortized cost is presented net of the allowance for credit losses of $238 at September 30, 2023, $241 at December 31, 2022 and $238 at September 30, 2022.
For the third quarter of 2023, total investment securities decreased compared to the linked quarter, largely due to sales of lower-yielding available-for-sale securities and an increase in unrealized losses on available-for-sale securities due to the rising market interest rate environment. During the first quarter of 2023, Peoples executed the sale of $96.7 million of its lower yielding available-

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for-sale securities for an after-tax loss of $1.6 million. Proceeds from the sale were used to pay down overnight borrowings. The realized losses recognized due to these transactions are projected to be earned back within the 2023 fiscal year.
Additional information regarding Peoples' investment portfolio can be found in "Note 3 Investment Securities" of the Notes to the Unaudited Condensed Consolidated Financial Statements.
Loans and Leases
The following table provides information regarding outstanding loan balances:
(Dollars in thousands)September 30,
2023		June 30,
2023		March 31,
2023		December 31,
2022		September 30,
2022
Originated loans and leases:
     
Construction
$289,657 $297,051 $222,915 $212,869 $175,388 
Commercial real estate, other
1,161,064 1,035,473 995,176 919,531 891,576 
     Commercial real estate
1,450,721 1,332,524 1,218,091 1,132,400 1,066,964 
Commercial and industrial
860,407 873,386 840,194 835,178 814,593 
Premium finance189,251 162,357 158,263 159,197 167,682 
Leases328,365 287,948 251,711 226,438 178,083 
Residential real estate
405,917 396,667 386,964 384,262 381,104 
Home equity lines of credit
140,787 132,222 132,531 132,093 124,524 
Consumer, indirect
668,371 654,371 647,177 629,426 592,309 
Consumer, direct
114,160 101,786 99,299 98,706 99,282 
    Consumer
782,531 756,157 746,476 728,132 691,591 
Deposit account overdrafts
857 830 749 722 597 
Total originated loans and leases
$4,158,836 $3,942,091 $3,734,979 $3,598,422 $3,425,138 
Acquired loans and leases (a):
Construction
$84,359 $121,690 $9,381 $34,072 $40,233 
Commercial real estate, other
1,028,920 1,036,041 485,886 503,987 531,903 
     Commercial real estate
1,113,279 1,157,731 495,267 538,059 572,136 
Commercial and industrial
268,402 286,924 50,945 57,456 62,879 
Premium finance— — — — — 
Leases74,270 89,843 102,930 118,693 134,764 
Residential real estate
386,048 394,775 325,638 339,098 352,257 
Home equity lines of credit
63,153 66,999 41,852 45,765 50,001 
Consumer, indirect
— — — — — 
Consumer, direct
20,402 36,233 8,107 9,657 14,032 
    Consumer
20,402 36,233 8,107 9,657 14,032 
Total acquired loans and leases
$1,925,554 $2,032,505 $1,024,739 $1,108,728 $1,186,069 
Total loans and leases
$6,084,390 $5,974,596 $4,759,718 $4,707,150 $4,611,207 
Percent of loans and leases to total loans and leases:
 
Construction
6.1 %7.0 %4.9 %5.2 %4.7 %
Commercial real estate, other
36.0 %34.8 %31.1 %30.2 %30.9 %
     Commercial real estate
42.1 %41.8 %36.0 %35.4 %35.6 %
Commercial and industrial
18.6 %19.4 %18.7 %19.0 %19.0 %
Premium finance3.1 %2.7 %3.3 %3.4 %3.6 %
Leases6.6 %6.3 %7.4 %7.3 %6.8 %
Residential real estate
13.0 %13.2 %15.0 %15.4 %15.9 %
Home equity lines of credit
3.4 %3.3 %3.7 %3.8 %3.8 %
Consumer, indirect
11.0 %11.0 %13.6 %13.4 %12.8 %
Consumer, direct
2.2 %2.3 %2.3 %2.3 %2.5 %
    Consumer
13.2 %13.3 %15.9 %15.7 %15.3 %
Total percentage
100.0 %100.0 %100.0 %100.0 %100.0 %
Residential real estate loans being serviced for others
$366,996 $375,882 $384,005 $392,364 $400,736 
(a)    Includes all loans acquired, and related loan discount recorded as part of acquisition accounting, in 2012 or thereafter. Loans that were acquired and subsequently re-underwritten are reported as originated upon execution of such credit actions (for example, renewals and increases in lines of credit).

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The period-end total loan and lease balances at September 30, 2023 increased $109.8 million, or 7% annualized, compared to at June 30, 2023. The increase in the period-end loan and lease balance at September 30, 2023 compared to June 30, 2023 was primarily driven by increases of (i) $118.5 million in other commercial real estate loans, (ii) $26.9 million in premium finance loans and (iii) $24.8 million in leases, partially offset by decreases of $44.7 million in construction loans and $31.5 million in commercial and industrial loans. The increase in the period-end loan and lease balances at June 30, 2023 compared to at March 31, 2023 was primarily driven by loans acquired in the Limestone Merger totaling $1.1 billion. Excluding the loans acquired in the Limestone Merger, period-end loan and lease balances increased $358.6 million, or 10% annualized, when compared to at December 31, 2022, driven by increases of $182.8 million, $57.5 million, $48.4 million, $38.9 million, and $30.1 million in other commercial real estate loans, leases, construction loans, indirect consumer loans, and premium finance loans, respectively. These increases were partially offset by a decrease of $13.1 million in consumer residential real estate loans. Excluding the loans acquired in the Limestone Merger, period-end loan and lease balances increased $454.6 million, or 10% annualized, when compared to at September 30, 2022 primarily due to increases of $182.9 million, $89.8 million, $79.8 million, $76.1 million and $21.6 million in other commercial real estate loans, leases, construction loans, indirect consumer loans and premium finance loans, respectively. These increases were partially offset by a reduction of $23.1 million in consumer residential real estate loans.
Loan Concentration
Peoples categorizes its commercial loans according to standard industry classifications and monitors for concentrations in a single industry or multiple industries that could be impacted by changes in economic conditions in a similar manner. Peoples' commercial lending activities continue to be spread over a diverse range of businesses from all sectors of the economy, with no single industry comprising over 13% of Peoples' total loan portfolio.
Loans secured by commercial real estate, including commercial construction loans, continued to comprise the largest portion of Peoples' loan portfolio. The following tables provide information regarding the largest concentrations of commercial construction loans and commercial real estate loans within the loan portfolio at September 30, 2023:
(Dollars in thousands)Outstanding BalanceLoan CommitmentsTotal Exposure% of Total
Construction:    
Apartment complexes$208,738 $196,191 $404,929 55.8 %
Residential property19,044 32,616 51,660 7.1 %
Land only30,683 4,514 35,197 4.9 %
Retail facilities22,576 1,545 24,121 3.3 %
Industrial21,872 13,544 35,416 4.9 %
Student housing2,640 12,360 15,000 2.1 %
Lodging and lodging related3,406 16,749 20,155 2.8 %
Land development35,128 51,559 86,687 11.9 %
Other (a)29,929 22,396 52,325 7.2 %
Total construction$374,016 $351,474 $725,490 100.0 %
(a) All other total exposures by industry are less than 2% of the Total Exposure.

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(Dollars in thousands)Outstanding BalanceLoan CommitmentsTotal Exposure% of Total
Commercial real estate, other:    
Office buildings and complexes:  
Owner occupied$83,274 $3,274 $86,548 3.8 %
Non-owner occupied134,771 8,477 143,248 6.3 %
Total office buildings and complexes$218,045 $11,751 $229,796 10.1 %
Retail facilities:
Owner occupied$58,461 $3,027 $61,488 2.7 %
Non-owner occupied232,105 522 232,627 10.2 %
Total retail facilities$290,566 $3,549 $294,115 12.9 %
Mixed-use facilities:
Owner occupied$22,035 $467 $22,502 1.0 %
Non-owner occupied22,749 1,084 23,833 1.0 %
Total mixed-use facilities$44,784 $1,551 $46,335 2.0 %
Apartment complexes280,260 4,812 285,072 12.6 %
Light industrial facilities: 
Owner occupied128,085 3,124 131,209 5.8 %
Non-owner occupied$99,875 $2,130 $102,005 4.5 %
Total light industrial facilities227,960 5,254 233,214 10.3 %
Assisted living facilities and nursing homes$129,912 $6,994 $136,906 6.0 %
Warehouse facilities:
Owner occupied$56,796 $1,495 $58,291 2.6 %
Non-owner occupied44,760 420 45,180 2.0 %
Total warehouse facilities$101,556 $1,915 $103,471 4.6 %
Lodging and lodging related:
Owner occupied$27,674 $3,165 $30,839 1.4 %
Non-owner occupied141,540 1 141,541 6.2 %
Total lodging and lodging related$169,214 $3,166 $172,380 7.6 %
Education services:
Owner occupied$17,547 $— $17,547 0.8 %
Non-owner occupied30,216 4,000 34,216 1.5 %
Total education services$47,763 $4,000 $51,763 2.3 %
Healthcare facilities:
Owner occupied$22,866 $103 $22,969 1.0 %
Non-owner occupied22,863 429 23,292 1.0 %
Total healthcare facilities$45,729 $532 $46,261 2.0 %
Restaurant/bar facilities:
Owner occupied$39,163 $245 $39,408 1.7 %
Non-owner occupied35,473 — 35,473 1.6 %
Total restaurant/bar facilities$74,636 $245 $74,881 3.3 %
Other (a)559,559 36,758 596,317 26.3 %
Total commercial real estate, other$2,189,984 $80,527 $2,270,511 100.0 %
(a) All other total exposures by industry are less than 2% of the Total Exposure.
Peoples' commercial lending activities continue to focus on lending opportunities within Ohio, Kentucky, West Virginia, Virginia, Washington, D.C. and Maryland. For all other states, the aggregate outstanding balances of commercial loans in each state were less than 3% of total loans at both September 30, 2023 and December 31, 2022. The repayment of premium finance loans is secured by the underlying insurance policy prepaid premium, and therefore, has no geographical impact from a repayment perspective. The repayment of leases is secured by the underlying equipment collateral and not real estate, which mitigates geographic risk.
Small Business Administration Paycheck Protection Program ("PPP")
In March 2020, the Coronavirus Aid, Relief, and Economic Security ("CARES") Act created the PPP targeted to provide small businesses with support to cover payroll and certain other specified expenses. Loans made under the PPP are fully guaranteed by the U.S. Small Business Administration (the "SBA"). The PPP loans also afford borrowers forgiveness up to the principal amount of the PPP covered loan, plus accrued interest, if the loan proceeds are used to retain workers and maintain payroll and/or to make certain mortgage interest, lease and utility payments, and certain other criteria are satisfied. The SBA will reimburse PPP lenders for any

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amount of a PPP covered loan that is forgiven, and PPP lenders will not be held liable for any representations made by PPP borrowers in connection with their requests for loan forgiveness.
Peoples is a PPP participating lender, and the PPP loans originated are included in commercial and industrial loans. Peoples also recorded deferred loan origination fees related to the PPP loans, net of deferred loan origination costs, which will be amortized over the life of the respective loans, or until forgiven by the SBA, and will be recognized in net interest income. The following table details Peoples' PPP loan balances and related income:
(Dollars in thousands)September 30,
2023		June 30,
2023		March 31,
2023		December 31,
2022		September 30,
2022
PPP aggregate outstanding principal balances$1,129 $1,418 $2,184 $2,458 $3,789 
PPP net deferred loan origination fees9 11 25 27 61 
Accretion of net deferred loan origination fees1 14 2 34 360 
Allowance for Credit Losses
The amount of the allowance for credit losses at the end of each period represents management's estimate of expected losses from existing loans based upon its quarterly analysis of the loan portfolio. While this process involves allocations being made to specific loans and pools of loans, the entire allowance is available for all losses expected within the loan portfolio.
The following details management's allocation of the allowance for credit losses:
(Dollars in thousands)September 30,
2023		June 30,
2023		March 31,
2023		December 31,
2022		September 30,
2022
Construction$1,241 $1,496 $1,273 $1,250 $1,464 
Commercial real estate, other21,257 19,731 16,474 17,710 17,695 
Commercial and industrial10,205 11,028 8,307 8,229 8,611 
Premium finance476 431 433 344 553 
Leases11,692 10,377 9,109 8,495 7,890 
Residential real estate6,251 6,112 6,504 6,357 6,464 
Home equity lines of credit1,640 1,676 1,717 1,693 1,644 
Consumer, indirect7,516 7,610 7,781 7,448 6,912 
Consumer, direct2,519 2,642 1,619 1,575 1,592 
Deposit account overdrafts127 108 86 61 41 
Allowance for credit losses$62,924 $61,211 $53,303 $53,162 $52,866 
As a percent of total loans1.03 %1.02 %1.12 %1.13 %1.15 %
The increase in the allowance for credit losses at September 30, 2023 compared to June 30, 2023 was largely attributable to the deterioration in macro-economic conditions used within the CECL model, partially offset by the release of reserves on individually analyzed loans. The increase in the allowance for credit losses at September 30, 2023 and at June 30, 2023, when compared to the prior periods presented was driven by the establishment of an allowance for credit losses for loans acquired in the Limestone Merger that were not considered purchased credit deteriorated.
Additional information regarding Peoples' allowance for credit losses can be found in "Note 1 Summary of Significant Accounting Policies" in Peoples' 2022 Form 10-K and "Note 4 Loans and Leases" of the Notes to the Unaudited Condensed Consolidated Financial Statements in this Form 10-Q.
The following table summarizes Peoples’ net charge-offs and recoveries:
Three Months Ended
(Dollars in thousands)September 30,
2023		June 30,
2023		March 31,
2023		December 31,
2022		September 30,
2022
Gross charge-offs:  
Construction$— $— $9 $16 $— 
Commercial real estate, other278 7 33 132 57 
Commercial and industrial199 11 1 24 36 
Premium finance33 23 23 42 38 
Leases905 604 469 888 731 
Residential real estate50 59 41 144 168 
Home equity lines of credit32 55 19 42 5 

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Three Months Ended
(Dollars in thousands)September 30,
2023		June 30,
2023		March 31,
2023		December 31,
2022		September 30,
2022
Consumer, indirect926 941 929 799 600 
Consumer, direct92 78 104 86 81 
    Consumer1,018 1,019 1,033 885 681 
Deposit account overdrafts319 263 227 308 274 
Total gross charge-offs$2,834 $2,041 $1,855 $2,481 $1,990 
Recoveries: 
Commercial real estate, other$97 $16 $27 $33 $39 
Commercial and industrial3 451 — 40 3 
Premium finance12 3 9 4 1 
Leases168 89 80 81 99 
Residential real estate27 69 29 20 36 
Home equity lines of credit— — — 16 — 
Consumer, indirect149 129 79 88 71 
Consumer, direct11 35 15 16 9 
    Consumer160 164 94 104 80 
Deposit account overdrafts49 53 72 50 44 
Total recoveries$516 $845 $311 $348 $302 
Net charge-offs (recoveries): 
Construction$— $— $9 $16 $— 
Commercial real estate, other181 (9)6 99 18 
Commercial and industrial196 (440)1 (16)33 
Premium finance21 20 14 38 37 
Leases737 515 389 807 632 
Residential real estate23 (10)12 124 132 
Home equity lines of credit32 55 19 26 5 
Consumer, indirect777 812 850 711 529 
Consumer, direct81 43 89 70 72 
    Consumer858 855 939 781 601 
Deposit account overdrafts270 210 155 258 230 
Total net charge-offs $2,318 $1,196 $1,544 $2,133 $1,688 
Ratio of net charge-offs (recoveries) to average total loans (annualized):
Construction— %— %— %— %— %
Commercial real estate, other0.01 %— %— %0.01 %— %
Commercial and industrial0.01 %(0.03)%— %— %— %
Premium finance— %— %— %— %— %
Leases0.05 %0.04 %0.04 %0.07 %0.06 %
Residential real estate— %— %— %0.01 %0.01 %
Home equity lines of credit— %— %— %— %— %
Consumer, indirect0.05 %0.06 %0.07 %0.06 %0.05 %
Consumer, direct0.01 %— %0.01 %0.01 %0.01 %
    Consumer0.06 %0.06 %0.08 %0.07 %0.06 %
Deposit account overdrafts0.02 %0.02 %0.01 %0.02 %0.02 %
Total0.15 %0.09 %0.13 %0.18 %0.15 %
Each with "--%" not meaningful.
Total net charge-offs during the third quarter of 2023 were $2.3 million, or 0.15% of average total loans on an annualized basis, compared to $1.2 million, or 0.09% of average total loans on an annualized basis, during the second quarter of 2023 and $1.7 million, or 0.15% of average total loans on an annualized basis, during the third quarter of 2022. The increase for the third quarter of 2023 when compared to the linked quarter was driven by an increase in net charge-offs on leases, commercial real estate loans and commercial and industrial loans during the third quarter of 2023. The increase in net charge-offs during the third quarter of 2023 versus the prior year third quarter was primarily attributable to an increase in charge-offs on indirect consumer loans, commercial real estate loans and leases, partially offset by an increase in recoveries.

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The following table details Peoples’ nonperforming assets: 
(Dollars in thousands)September 30,
2023		June 30,
2023		March 31,
2023		December 31,
2022		September 30,
2022
Loans 90+ days past due and accruing:     
Commercial real estate, other$487 $15 $150 $167 $1,472 
Commercial and industrial67 — 228 130 266 
Premium finance1,581 987 764 504 308 
Leases6,007 3,847 2,491 3,041 4,654 
Residential real estate736 856 238 917 1,499 
Home equity lines of credit177 148 127 58 23 
Consumer, indirect47 40 13 — 195 
Consumer, direct15 31 3 25 7 
   Consumer62 71 16 25 202 
Total loans 90+ days past due and accruing$9,117 $5,924 $4,014 $4,842 $8,424 
Nonaccrual loans: 
Construction$— $— $1 $12 $2 
Commercial real estate, other3,661 8,987 11,345 12,121 11,916 
Commercial and industrial3,116 3,438 3,064 3,462 2,385 
Leases7,929 4,800 3,884 3,178 2,094 
Residential real estate8,454 8,393 8,641 9,496 8,728 
Home equity lines of credit1,026 841 793 820 921 
Consumer, indirect1,904 1,982 2,147 2,176 1,627 
Consumer, direct97 355 105 208 158 
   Consumer2,001 2,337 2,252 2,384 1,785 
Total nonaccrual loans$26,187 $28,796 $29,980 $31,473 $27,831 
Total nonperforming loans ("NPLs")$35,304 $34,720 $33,994 $36,315 $36,255 
OREO: 
Commercial$7,118 $7,118 $8,730 $8,730 $8,730 
Residential56 48 48 165 110 
Total OREO$7,174 $7,166 $8,778 $8,895 $8,840 
Total nonperforming assets ("NPAs")$42,478 $41,886 $42,772 $45,210 $45,095 
Criticized loans (a)$213,156 $219,885 $198,812 $191,355 $164,775 
Classified loans (b)$124,836 $110,972 $93,168 $89,604 $94,848 
Asset Quality Ratios (c):
Nonaccrual loans as a percent of total loans (d)0.43 %0.48 %0.63 %0.67 %0.60 %
NPLs as a percent of total loans (d)0.58 %0.58 %0.71 %0.77 %0.79 %
NPAs as a percent of total assets (d)0.48 %0.48 %0.58 %0.63 %0.64 %
NPAs as a percent of total loans and OREO (d)0.70 %0.70 %0.90 %0.96 %0.98 %
Allowance for credit losses as a percent of nonaccrual loans240.29 %212.57 %177.80 %168.91 %189.95 %
Allowance for credit losses as a percent of NPLs (d)178.23 %176.30 %156.80 %146.39 %145.82 %
Criticized loans as a percent of total loans (a)3.50 %3.68 %4.18 %4.07 %3.57 %
Classified loans as a percent of total loans (b)2.05 %1.86 %1.96 %1.90 %2.06 %
(a)    Includes loans categorized as special mention, substandard or doubtful.
(b)    Includes loans categorized as substandard or doubtful.
(c)    Data presented as of the end of the period indicated.
(d)    NPLs include loans 90+ days past due and accruing and nonaccrual loans. NPLs in periods prior to March 31, 2023 also included TDRs. NPAs include nonperforming loans and OREO.

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Compared to at June 30, 2023, Peoples' NPAs were stable at 0.48% of total assets. Total loans 90+ days past due and accruing increased at September 30, 2023 compared to at June 30, 2023, mostly due to increases in nonperforming leases and premium finance loans. Total nonaccrual loans decreased at September 30, 2023 compared to at June 30, 2023, mostly due to a decrease in nonaccrual commercial real estate loans, partially offset by an increase in nonaccrual leases. During the third quarter of 2023, criticized loans decreased $6.7 million, while classified loans increased $13.9 million when compared to at June 30, 2023. The decrease in the amounts of criticized loans compared to at June 30, 2023 was primarily driven by criticized loan pay-offs, partially offset by loan downgrades. The increase in the amount of classified loans compared to at June 30, 2023 was primarily driven by loan downgrades, partially offset by classified loan pay-offs.
Deposits
The following table details Peoples’ deposit balances:
(Dollars in thousands)September 30,
2023		June 30,
2023		March 31,
2023		December 31,
2022		September 30,
2022
Non-interest-bearing deposits (a)$1,569,095 $1,682,634 $1,555,064 $1,589,402 $1,635,953 
Interest-bearing deposits: 
Interest-bearing demand accounts (a)1,181,079 1,225,646 1,085,169 1,160,182 1,162,012 
Savings accounts987,170 1,116,622 1,024,638 1,068,547 1,077,383 
Retail CDs 1,198,733 950,783 622,091 530,236 544,741 
Money market deposit accounts730,902 718,633 579,106 617,029 624,708 
Governmental deposit accounts761,625 705,596 649,303 625,965 734,734 
Brokered CDs608,914 559,955 273,156 125,580 86,089 
Total interest-bearing deposits5,468,423 5,277,235 4,233,463 4,127,539 4,229,667 
  Total deposits$7,037,518 $6,959,869 $5,788,527 $5,716,941 $5,865,620 
Demand deposits as a percent of total deposits39 %42 %46 %48 %48 %
(a)The sum of amounts presented is considered total demand deposits.
At September 30, 2023, period-end total deposits increased $77.6 million, or 1%, compared to at June 30, 2023, primarily driven by increases of (i) $248.0 million in retail CDs, (ii) $56.0 million in governmental deposits and (iii) $49.0 million in brokered CDs, which are primarily used as a source of funding, partially offset by decreases of (i) $129.5 million in savings accounts, (ii) $113.5 million in non-interest-bearing demand deposit accounts, and (iii) $44.6 million in interest-bearing demand deposit accounts. The increase in governmental deposit accounts was due to the seasonality of those balances, which are typically higher in the first quarter and third quarter of each year.
At September 30, 2023, period-end total deposits increased $1.2 billion, or 20%, compared to at September 30, 2022, primarily driven by deposits acquired in the Limestone Merger. Excluding Limestone deposit balances, period-end deposit balances at September 30, 2023 increased $251.1 million compared to at September 30, 2022. The increase was primarily driven by increases of $522.8 million in brokered deposits and $429.6 million in retail CDs, partially offset by decreases of $250.0 million, $189.5 million, $175.9 million and $78.8 million in non-interest bearing demand deposit accounts, savings accounts, interest-bearing demand deposit accounts and governmental deposit accounts, respectively.
As part of its funding strategy, Peoples hedges 90-day brokered CDs with interest rate swaps. The interest rate swaps pay a fixed rate of interest while receiving a floating rate component of interest tied to term SOFR, which offsets the rate on the brokered CDs. As of September 30, 2023, Peoples had eleven effective interest rate swaps, with an aggregate notional value of $105.0 million, which were designated as cash flow hedges of overnight brokered CDs and are expected to be extended every 90 days through the maturity dates of the interest rate swaps. Peoples continually evaluates the overall balance sheet position given the interest rate environment.

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Borrowed Funds
The following table details Peoples’ short-term borrowings and long-term borrowings:
(Dollars in thousands)September 30,
2023		June 30,
2023		March 31,
2023		December 31,
2022		September 30,
2022
Short-term borrowings:
     
Overnight borrowings
$484,000 $444,000 $390,000 $400,000 $(5,000)
FHLB 90-day advances
— — — — 40,000 
Retail repurchase agreements
101,437 125,935 100,670 100,138 98,611 
Total short-term borrowings
$585,437 $569,935 $490,670 $500,138 $133,611 
Long-term borrowings:
 
FHLB advances
$83,247 $33,755 $33,941 $34,158 $34,662 
Vantage non-recourse debt
41,783 41,963 47,864 53,147 55,781 
Other long-term borrowings
48,282 47,861 13,824 13,788 13,753 
Total long-term borrowings
$173,312 $123,579 $95,629 $101,093 $104,196 
Total borrowed funds
$758,749 $693,514 $586,299 $601,231 $237,807 
Total borrowed funds, which include overnight borrowings, are mainly a function of loan growth and changes in total deposit balances. Other long-term borrowings include trust preferred securities held for investments and floating rate junior subordinated deferrable interest debentures. Total borrowed funds at September 30, 2023 increased compared to June 30, 2023, primarily due to an increase in long-term FHLB advances and higher overnight borrowings. Total short-term borrowings at September 30, 2023 increased when compared to at September 30, 2022 due to outstanding FHLB overnight borrowings of $484.0 million at September 30, 2023, partially offset by a decrease in retail repurchase agreements. Total long-term borrowings at September 30, 2023 increased when compared to at September 30, 2022 due to an increase in FHLB advances and other long-term borrowings assumed in the Limestone Merger, partially offset by a reduction in Vantage non-recourse debt.
Capital/Stockholders’ Equity
At September 30, 2023, capital levels for both Peoples and Peoples Bank remained substantially higher than the minimum amounts needed to be considered "well capitalized" institutions under applicable banking regulations. These higher capital levels reflect Peoples' desire to maintain a strong capital position. In order to avoid limitations on dividends, equity repurchases and compensation, Peoples must exceed the three minimum required ratios by at least the capital conservation buffer of 2.50%, which applies to the common equity tier 1 ("CET1") ratio, the tier 1 capital ratio and the total risk-based capital ratio. At September 30, 2023, Peoples had a capital conservation buffer of 5.14%.
The following table details Peoples' risk-based capital levels and corresponding ratios:
(Dollars in thousands)September 30,
2023		June 30,
2023		March 31,
2023		December 31,
2022		September 30,
2022
Capital Amounts:     
Common Equity Tier 1$752,728 $728,892 $624,292 $604,566 $584,880 
Tier 1801,010 776,753 638,116 618,354 598,633 
Total (Tier 1 and Tier 2)855,054 828,910 682,477 662,421 643,189 
Net risk-weighted assets$6,505,779 $6,417,511 $5,110,318 $5,071,240 $4,955,627 
Capital Ratios:
Common Equity Tier 111.57 %11.36 %12.22 %11.92 %11.80 %
Tier 112.31 %12.10 %12.49 %12.19 %12.08 %
Total (Tier 1 and Tier 2)13.14 %12.92 %13.35 %13.06 %12.98 %
Tier 1 leverage ratio9.34 %9.64 %9.02 %8.92 %8.64 %
Peoples' risk-risk based capital ratios at September 30, 2023 increased slightly when compared to June 30, 2023, due to higher net income, primarily due to a full quarter of net income from the Limestone Merger compared to only two months of income in the linked quarter, partially offset by an increase in expenses from the Limestone Merger. Compared to at September 30, 2022 and at December 31, 2022, the tier 1 risk-based capital and the total risk-based capital ratios improved due to higher net income, partially offset by the impact of the Limestone Merger and dividends paid. The common equity tier 1 risk-based capital ratio at September 30, 2023 decreased compared to at December 31, 2022 and September 30, 2022 due to the common shares issued in the Limestone Merger.

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In addition to traditional capital measurements, management uses tangible capital measures to evaluate the adequacy of Peoples' stockholders' equity. Such ratios represent Non-US GAAP financial measures since their calculation removes the impact of goodwill and other intangible assets acquired through acquisitions on amounts reported in the Unaudited Consolidated Balance Sheets. Management believes this information is useful to investors since it facilitates the comparison of Peoples' operating performance, financial condition and trends to peers, especially those without a similar level of intangible assets to that of Peoples. Further, intangible assets generally are difficult to convert into cash, especially during a financial crisis, and could decrease substantially in value should there be deterioration in the overall franchise value. As a result, tangible equity represents a conservative measure of the capacity for Peoples to incur losses but remain solvent.
The following table reconciles the calculation of these Non-US GAAP financial measures to amounts reported in Peoples' Unaudited Condensed Consolidated Financial Statements:
(Dollars in thousands)September 30,
2023		June 30,
2023		March 31,
2023		December 31,
2022		September 30,
2022
Tangible equity:     
Total stockholders' equity
$993,219 $998,907 $819,543 $785,328 $760,511 
Less: goodwill and other intangible assets
408,494 413,172 324,562 326,329 328,428 
Tangible equity
$584,725 $585,735 $494,981 $458,999 $432,083 
Tangible assets:
 
Total assets
$8,942,534 $8,786,635 $7,311,520 $7,207,304 $7,005,854 
Less: goodwill and other intangible assets
408,494 413,172 324,562 326,329 328,428 
Tangible assets
$8,534,040 $8,373,463 $6,986,958 $6,880,975 $6,677,426 
Tangible book value per common share: 
Tangible equity
$584,725 $585,735 $494,981 $458,999 $432,083 
Common shares outstanding
35,395,990 35,374,916 28,488,158 28,287,837 28,278,078 
Tangible book value per common share
$16.52 $16.56 $17.37 $16.23 $15.28 
Tangible equity to tangible assets ratio:
Tangible equity
$584,725 $585,735 $494,981 $458,999 $432,083 
Tangible assets
$8,534,040 $8,373,463 $6,986,958 $6,880,975 $6,677,426 
Tangible equity to tangible assets
6.85 %7.00 %7.08 %6.67 %6.47 %
The decrease in tangible book value per common share at September 30, 2023 and at June 30, 2023, compared to at March 31, 2023, was due to the 6.8 million common shares issued as consideration in the Limestone Merger. Tangible book value per common share at September 30, 2023 increased compared to at September 30, 2022 primarily due to net income over the last twelve months, which was partially offset by an increase in accumulated other comprehensive loss as well as the impact of the common shares issued in the Limestone Merger mentioned above.
Interest Rate Sensitivity and Liquidity
While Peoples is exposed to various business risks, the risks relating to interest rate sensitivity and liquidity are major risks that can materially impact future results of operations and financial condition due to their complexity and dynamic nature. The objective of Peoples' asset-liability management function is to measure and manage these risks in order to optimize net interest income within the constraints of prudent capital adequacy, liquidity and safety. This objective requires Peoples to focus on interest rate risk exposure and adequate liquidity through its management of the mix of assets and liabilities, their related cash flows and the rates earned and paid on those assets and liabilities. Ultimately, the asset-liability management function is intended to guide management in the acquisition and disposition of earning assets and selection of appropriate funding sources.
Interest Rate Risk
Interest rate risk ("IRR") is one of the most significant risks arising in the normal course of business of financial services companies like Peoples. IRR is the potential for economic loss due to future interest rate changes that can impact the earnings stream, as well as market values, of financial assets and financial liabilities. Peoples' exposure to IRR is due primarily to differences in the maturity or repricing of earning assets and interest-bearing liabilities. In addition, other factors, such as prepayments of loans and investment securities, or early withdrawal of deposits, can affect Peoples' exposure to IRR and impact interest costs or revenue streams.
Peoples has assigned overall management of IRR to its Asset-Liability Committee (the “ALCO”), which has established an IRR management policy that sets minimum requirements and guidelines for monitoring and managing the level of IRR. In light of recent bank failures, Peoples revisited the model assumptions during 2023, and determined the methods used by the ALCO to assess IRR remain appropriate and are largely unchanged from those disclosed in Peoples' 2022 Form 10-K.

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The following table shows the estimated changes in net interest income and the economic value of equity based upon a standard, parallel shock analysis with balances held constant (dollars in thousands):
 
Increase (Decrease) in Interest RateEstimated Increase (Decrease) in
Net Interest Income		Estimated (Decrease) Increase in Economic Value of Equity
(in Basis Points)September 30, 2023December 31, 2022September 30, 2023December 31, 2022
300$7,122 2.1 %$13,000 4.4 %$(182,388)(11.0)%$(82,959)(5.4)%
2004,789 1.4 %8,716 3.0 %(126,355)(7.7)%(55,809)(3.6)%
1002,410 0.7 %4,380 1.5 %(66,132)(4.0)%(28,157)(1.8)%
(100)(4,475)(1.3)%(11,404)(3.9)%44,731 2.7 %(21,124)(1.4)%
(200)(12,836)(3.9)%(27,659)(9.4)%76,791 4.7 %(80,484)(5.2)%
(300)(22,460)(6.8)%(43,728)(14.8)%100,065 6.1 %(152,152)(9.8)%
This table uses a standard, parallel shock analysis for assessing the IRR to net interest income and the economic value of equity. A parallel shock assumes all points on the yield curve (one year, two year, three year, etc.) are directionally changed by the same degree. Management regularly assesses the impact of both increasing and decreasing interest rates. The table above shows the impact of upward and downward parallel shocks of 100, 200 and 300 basis points.
Estimated changes in net interest income and the economic value of equity are partially driven by assumptions regarding the rate at which non-maturity deposits will reprice given a move in short-term interest rates, as well as assumptions regarding prepayment speeds on mortgage-backed securities. These and other modeling assumptions are monitored closely by Peoples on an ongoing basis.
While parallel interest rate shock scenarios are useful in assessing the level of IRR inherent in the balance sheet, interest rates typically move in a nonparallel manner with differences in the timing, direction and magnitude of changes in short-term and long-term interest rates. Thus, any impact that might occur as a result of the Federal Reserve Board increasing short-term interest rates in the future could be offset by an inverse movement in long-term interest rates, and vice versa. For this reason, Peoples considers other interest rate scenarios in addition to analyzing the impact of parallel yield curve shifts. These include various flattening and steepening scenarios in which short-term and long-term interest rates move in different directions with varying magnitude. Peoples believes these scenarios to be more reflective of how interest rates change versus the severe parallel rate shocks described above. Given the shape of market yield curves at September 30, 2023, consideration of the bear steepener and bear flattener scenarios provide insights which were not captured by parallel shifts.
The bear steepener scenario highlights the risk to net interest income and economic value of equity when short-term interest rates remain constant while long-term interest rates rise. In such a scenario, Peoples' deposit and borrowing costs, which are generally correlated with short-term interest rates, remain constant, while asset yields, which are correlated with long-term interest rates, rise. At September 30, 2023, the bear steepener scenario produced an increase in net interest income of 0.10% and a decline in the economic value of equity of 2.20%.
The bear flattener scenario highlights the risk to net interest income and the economic value of equity when short-term rates rise while long-term rates remain constant. In such a scenario, Peoples' variable rate asset yields along with deposit and short-term borrowing costs, which are correlated with short-term rates, increase, while long-term asset yields and long-term borrowing costs, which are more correlated with long-term rates, remain constant. Increased deposit and funding costs would be more than offset by increased variable rate asset yields; resulting in an increased amount of net interest income and a higher net interest margin. At September 30, 2023, the bear flattener scenario produced a decline of 0.80% to net interest income and a decline in the economic value of equity of 0.90%.
Peoples has entered into interest rate swaps as part of its interest rate risk management strategy. These interest rate swaps are designated as cash flow hedges and involve the receipt of variable rate amounts from a counterparty in exchange for Peoples making fixed payments. As of September 30, 2023, Peoples had entered into eleven interest rate swap contracts with an aggregate notional value of $105.0 million. Additional information regarding Peoples’ interest rate swaps can be found in “Note 10 Derivative Financial Instruments” of the Notes to the Unaudited Condensed Consolidated Financial Statements.
At September 30, 2023, Peoples' Unaudited Consolidated Balance Sheet was positioned to benefit from rising interest rates in terms of the potential impact on net interest income. The table above illustrates this point as changes to net interest income increase in the rising interest rate scenarios. While the heavy concentration of floating rate loans remains the largest contributor to the level of asset sensitivity, the decrease in economic value of equity asset sensitivity, as measured, from December 31, 2022 was largely attributable to increased effective duration within the investment securities portfolio.

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Liquidity
In addition to IRR management, another major objective of the ALCO is to maintain a sufficient level of liquidity. In light of recent bank failures, Peoples revisited the model assumptions, and determined the methods used by the ALCO to monitor and evaluate the adequacy of Peoples Bank's liquidity position remain appropriate and are largely unchanged from those disclosed in Peoples' 2022 Form 10-K.
At September 30, 2023, Peoples Bank had liquid assets of $357.6 million, which represented 3.6% of total assets and unfunded loan commitments. Peoples also had an additional $219.1 million of unpledged investment securities not included in the measurement of liquid assets.
Management believes the current mix of short-term liquidity sources, loan and security portfolio cash flows, and availability of other funding sources will allow Peoples to meet anticipated cash obligations, as well as special needs and off-balance sheet commitments.
Off-Balance Sheet Activities and Contractual Obligations
In the normal course of business, Peoples is a party to financial instruments with off-balance sheet risk necessary to meet the financing needs of Peoples' customers. These financial instruments include commitments to extend credit and standby letters of credit. The instruments involve, to varying degrees, elements of credit risk in excess of the amount recognized in the Unaudited Consolidated Balance Sheets. The contract amounts of these instruments express the extent of involvement Peoples has in these financial instruments.
Loan Commitments and Standby Letters of Credit
Loan commitments are made to accommodate the financial needs of Peoples' customers. Standby letters of credit are instruments issued by Peoples Bank guaranteeing the beneficiary payment by Peoples Bank in the event of default by Peoples Bank's customer in the performance of an obligation or service. Historically, most loan commitments and standby letters of credit expire unused. Peoples Bank's exposure to credit loss in the event of nonperformance by the counter-party to the financial instrument for loan commitments and standby letters of credit is represented by the contractual amount of those instruments. Peoples Bank uses the same underwriting standards in making commitments and conditional obligations as it does for on-balance sheet instruments. The amount of collateral obtained is based on management's credit evaluation of the customer. Collateral held varies, but may include accounts receivable, inventory, property, plant, and equipment, and income-producing commercial properties.
Peoples Bank routinely engages in activities that involve, to varying degrees, elements of risk that are not reflected in whole or in part in the Unaudited Condensed Consolidated Financial Statements. These activities are part of Peoples Bank's normal course of business and include traditional off-balance sheet credit-related financial instruments, interest rate contracts and commitments to make additional capital contributions in low-income housing tax credit investments. Traditional off-balance sheet credit-related financial instruments continue to represent the most significant off-balance sheet exposure.
The following table details the total contractual amount of loan commitments and standby letters of credit:
 (Dollars in thousands)
September 30,
2023		June 30,
2023		March 31,
2023		December 31,
2022		September 30,
2022
Home equity lines of credit$245,764 $208,805 $201,692 $197,995 $194,685 
Unadvanced construction loans351,473 293,662 241,225 270,229 320,825 
Other loan commitments768,788 597,285 717,149 730,015 653,384 
Loan commitments$1,366,025 $1,099,752 $1,160,066 $1,198,239 $1,168,894 
Standby letters of credit$15,452 $14,760 $15,046 $15,451 $15,096 
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The information called for by this Item 3 is provided under the caption “Interest Rate Sensitivity and Liquidity” under “ITEM 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS” in this Form 10-Q, and is incorporated herein by reference.

ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Peoples' management, with the participation of Peoples' President and Chief Executive Officer and Peoples’ Executive Vice President, Chief Financial Officer and Treasurer, has evaluated the effectiveness of Peoples’ disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of September 30, 2023.  Based upon that evaluation, Peoples’ President and Chief Executive Officer and Peoples’ Executive Vice President, Chief Financial Officer and Treasurer have concluded that:
(a)information required to be disclosed by Peoples in this Quarterly Report on Form 10-Q and other reports Peoples files or submits under the Exchange Act would be accumulated and communicated to Peoples’ management,

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including its President and Chief Executive Officer and its Executive Vice President, Chief Financial Officer and Treasurer, as appropriate to allow timely decisions regarding required disclosure;
(b)information required to be disclosed by Peoples in this Quarterly Report on Form 10-Q and other reports Peoples files or submits under the Exchange Act would be recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms; and
(c)Peoples’ disclosure controls and procedures were effective as of the end of the fiscal quarter covered by this Quarterly Report on Form 10-Q.
 Changes in Internal Control Over Financial Reporting
There were no changes in Peoples' internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that occurred during Peoples' fiscal quarter ended September 30, 2023, that have materially affected, or are reasonably likely to materially affect, Peoples’ internal control over financial reporting.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Peoples or one of its subsidiaries from time to time is engaged in various litigation matters including the defense of claims of improper loan or deposit practices or lending violations. In addition, in the ordinary course of their respective businesses or operations, Peoples or one of its subsidiaries may be named as a plaintiff, a defendant, or a party to a legal proceeding or any of their respective properties may be subject to various pending and threatened legal proceedings and various actual and potential claims. In view of the inherent difficulty of predicting the outcome of such matters, Peoples cannot state what the eventual outcome of any such matters will be; however, based on management's current knowledge and after consultation with legal counsel, Peoples' management believes that damages, if any, and other amounts related to pending legal proceedings will not have a material adverse effect on the consolidated financial position, results of operations or liquidity of Peoples.
ITEM 1A. RISK FACTORS
The disclosure below supplements the risk factors previously disclosed under “ITEM 1A. RISK FACTORS” of Part I of Peoples’ 2022 Form 10-K. These risk factors are not the only risks Peoples faces. Additional risks and uncertainties not currently known to management or that management currently deems to be immaterial also may materially adversely affect Peoples’ business, financial condition and/or operating results. In the first nine months of 2023, management identified the following additional risk factors:
Business Operations Risks
•Peoples could experience an unexpected inability to obtain needed liquidity which could adversely affect our business, profitability, and viability as a going concern.
Liquidity measures the ability to meet current and future cash flow needs as they become due. The liquidity of a financial institution reflects its ability to meet loan requests, to accommodate possible outflows in deposits, and to take advantage of interest rate market opportunities and is essential to a financial institution’s business. The ability of a financial institution to meet its current financial obligations is a function of its balance sheet structure, its ability to liquidate assets, and its access to alternative sources of funds. The bank failures in 2023 exemplify the potential serious results of the unexpected inability of insured depository institutions to obtain needed liquidity to satisfy deposit withdrawal requests, including how quickly such requests can accelerate once uninsured depositors lose confidence in an institution's ability to satisfy its obligations to depositors. Peoples seeks to ensure its funding needs are met by maintaining a level of liquidity through asset and liability management. If Peoples becomes unable to obtain funds when needed, it could have a material adverse effect on Peoples' business, financial condition, and results of operations.
General Risks
•The impact of larger or similar-sized financial institutions encountering problems may adversely affect Peoples' business, earnings and financial condition.
Peoples is exposed to the risk that when a peer financial institution experiences financial difficulties, there could be an adverse impact on the regional banking industry and the business environment in which Peoples operates. The recent bank failures of Silicon Valley Bank in California, Signature Bank in New York, First Republic Bank in California, and Heartland Tri-State Bank in Kansas during the first, second, and third quarters of 2023 have caused a degree of panic and uncertainty in the investor community and among bank customers generally. While Peoples does not believe that the circumstances of these four banks' failures are indicators of broader issues with the banking system, the failures may reduce customer confidence, affect sources of funding and liquidity, increase regulatory requirements and costs, adversely affect financial markets and/or have a negative reputational ramification for the banking industry, including Peoples. Peoples will continue to monitor the ongoing events concerning these four banks as well as any future potential bank failures and volatility within the banking industry generally, together with any responsive measures taken by the banking regulators to mitigate or manage potential turmoil in the banking industry.

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•Peoples may experience one or more security breaches through one or more technological systems.
Information security risks have increased due to the sophistication and activities of organized crime, hackers, terrorists and other external parties and the use of online, telephone, and mobile banking channels by clients. Any compromise to Peoples' information security could impair Peoples' reputation and deter Peoples' clients from using Peoples' banking services. Information security breaches can also disrupt the operation of information systems on which Peoples and its customers depend, adversely affecting business operations. Such events can result in costly remediation measures and litigation or governmental investigation and responding to security breaches can place unanticipated demands on the time and attention of management. Peoples relies on security systems to provide the protection and authentication necessary to secure transmission of data against damage by theft, fire, power loss, telecommunications failure or similar catastrophic event, as well as from security breaches, ransomware, denial of service attacks, viruses, worms, and other disruptive problems caused by hackers. Computer break-ins, phishing and other disruptions of customer or vendor systems could also jeopardize the security of information stored in and transmitted through Peoples' computer systems and network infrastructure. Peoples maintains a cyber-insurance policy that is designed to cover a majority of loss resulting from cyber security breaches, but there is no assurance such coverage or other protective measures Peoples employs will be adequate to address all potential material adverse impacts.
Peoples associates also confront the risk of being compromised by emails sent by perpetrators posing as company executives or vendors in order to dupe Peoples' personnel into sending large sums of money to accounts controlled by the perpetrators. Peoples requires all employees to complete annual information security awareness training to increase their awareness of these risks and to engage them in Peoples' mitigation efforts. If these precautions are not sufficient to protect Peoples' systems from data breaches or compromises, Peoples' reputation and business could be adversely affected.
Peoples depends on the services of a variety of third-party vendors to meet data processing and communication needs, and Peoples has contracted with third parties to run their proprietary software on Peoples' behalf. While Peoples performs reviews of security controls instituted by the vendor in accordance with industry standards and institutes Peoples' own internal security controls, Peoples relies on continued maintenance of the controls by the outside party to safeguard customer data.
Additionally, Peoples issues debit cards which are susceptible to compromise at the point of sale via the physical terminal through which transactions are processed and by other means of hacking. The security and integrity of these transactions are dependent upon the retailers’ vigilance and willingness to invest in technology and upgrades. Issuing debit cards to Peoples' clients exposes Peoples to potential losses which, in the event of a data breach at one or more major retailers may adversely affect Peoples' business, financial condition, and results of operations.
ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES, USE OF PROCEEDS, AND ISSUER PURCHASES OF EQUITY SECURITIES
(a)Not applicable.
(b)Not applicable.
(c)The following table details repurchases by Peoples and purchases by “affiliated purchasers” as defined in Rule 10b-18(a)(3) under the Exchange Act of Peoples’ common shares during the three months ended September 30, 2023:
Period
Total Number of Common Shares Purchased		 
Average Price Paid per Common Share		 
 
Total Number of Common Shares Purchased as Part of Publicly Announced Plans or Programs (1)

Maximum
Number (or Approximate Dollar Value) of Common Shares that May Yet Be Purchased Under the Plans or Programs (1)
July 1 – 31, 20238,083 (2)(3)$26.83 (2)(3)— $22,606,290 
August 1 – 31, 2023— $— — $22,606,290 
September 1 – 30, 20231,291 (2)$25.66 (2)— $22,606,290 
Total9,374  $26.67  — $22,606,290 
(1)On January 29, 2021, Peoples announced that on January 28, 2021, Peoples' Board of Directors authorized a share repurchase program authorizing Peoples to purchase up to an aggregate of $30 million of Peoples' outstanding common shares. There were no common shares repurchased under the share repurchase program during the three months ended September 30, 2023.
(2)Information reported includes 2,236 common shares and 1,291 common shares purchased in open market transactions during July 2023 and September 2023, respectively, by Peoples Bank under the Rabbi Trust Agreement. The Rabbi Trust Agreement establishes a rabbi trust that holds assets to provide funds for the payment of the benefits under the Peoples Bancorp Inc. Third Amended and Restated Deferred Compensation Plan for Directors of Peoples Bancorp Inc. and Subsidiaries.
(3)Information reported includes 5,847 common shares withheld to satisfy income taxes associated with restricted common shares which were granted under the Peoples Bancorp Inc. Third Amended and Restated 2006 Equity Plan (now known as the Peoples Bancorp Inc. Fourth Amended and Restated 2006 Equity Plan) and vested during July 2023.

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ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
(a)None.
(b)Not applicable.
(c)During the three months ended September 30, 2023, no director of Peoples and no officer of Peoples (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.


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ITEM 6. EXHIBITS
Exhibit
Number		 
 
Description
 
 
Exhibit Location
Agreement and Plan of Merger, dated as of March 26, 2021, by and between Peoples Bancorp Inc. and Premier Financial Bancorp, Inc.+
Included as Annex A to the preliminary joint proxy statement/prospectus which forms a part of the Registration Statement of Peoples Bancorp Inc. ("Peoples") on Form S-4/A accepted on May 28, 2021 with a filing date of June 1, 2021 (Registration No. 333-256040)
Agreement and Plan of Merger, dated as of October 24, 2022, by and between Peoples Bancorp Inc. and Limestone Bancorp, Inc.+
Included as Annex A to the preliminary joint proxy statement/prospectus which forms a part of the Registration Statement of Peoples on Form S-4/A filed on January 6, 2023 (Registration No. 333-268728)
3.1(a) 
Amended Articles of Incorporation of Peoples Bancorp Inc. (as filed with the Ohio Secretary of State on May 3, 1993) P
 Incorporated herein by reference to Exhibit 3(a) to Peoples' Registration Statement on Form 8-B filed on July 20, 1993 (File No. 0-16772)
     
 Certificate of Amendment to the Amended Articles of Incorporation of Peoples Bancorp Inc. (as filed with the Ohio Secretary of State on April 22, 1994) Incorporated herein by reference to Exhibit 3.1(b) to Peoples' Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2017 (File No. 0-16772) ("Peoples' September 30, 2017 Form 10-Q")
     
 Certificate of Amendment to the Amended Articles of Incorporation of Peoples Bancorp Inc. (as filed with the Ohio Secretary of State on April 9, 1996) Incorporated herein by reference to Exhibit 3.1(c) to Peoples' September 30, 2017 Form 10-Q
     
 Certificate of Amendment to the Amended Articles of Incorporation of Peoples Bancorp Inc. (as filed with the Ohio Secretary of State on April 23, 2003) Incorporated herein by reference to Exhibit 3(a) to Peoples’ Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2003 (File No. 0-16772) (“Peoples’ March 31, 2003 Form 10-Q”)
     
 Certificate of Amendment by Shareholders to the Amended Articles of Incorporation of Peoples Bancorp Inc. (as filed with the Ohio Secretary of State on January 22, 2009) Incorporated herein by reference to Exhibit 3.1 to Peoples’ Current Report on Form 8-K dated and filed on January 23, 2009 (File No. 0-16772)
     
 Certificate of Amendment by Directors to Articles filed with the Ohio Secretary of State on January 28, 2009, evidencing adoption of amendments by the Board of Directors of Peoples Bancorp Inc. to Article FOURTH of the Amended Articles of Incorporation to establish express terms of Fixed Rate Cumulative Perpetual Preferred Shares, Series A, each without par value, of Peoples Bancorp Inc. Incorporated herein by reference to Exhibit 3.1 to Peoples’ Current Report on Form 8-K dated and filed on February 2, 2009 (File No. 0-16772)
     
 Certificate of Amendment by the Shareholders to the Amended Articles of Incorporation of Peoples Bancorp Inc. (as filed with the Ohio Secretary of State on July 28, 2021) Incorporated herein by reference to Exhibit 3.1(g) to Peoples' Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021 (File No. 0-16772) ("Peoples' June 30, 2021 Form 10-Q")
Amended Articles of Incorporation of Peoples Bancorp Inc. (representing the Amended Articles of Incorporation in compiled form incorporating all amendments through the date of this Quarterly Report on Form 10-Q) [For purposes of SEC reporting compliance only--not filed with Ohio Secretary of State]

 
Incorporated herein by reference to Exhibit 3.1(h) to Peoples' June 30, 2021 Form 10-Q
3.2(a) 
Code of Regulations of Peoples Bancorp Inc. P
 Incorporated herein by reference to Exhibit 3(b) to Peoples’ Registration Statement on Form 8-B filed on July 20, 1993 (File No. 0-16772)
     
 Certified Resolutions Regarding Adoption of Amendments to Sections 1.03, 1.04, 1.05, 1.06, 1.08, 1.10, 2.03(C), 2.07, 2.08, 2.10 and 6.02 of the Code of Regulations of Peoples Bancorp Inc. by shareholders on April 10, 2003 Incorporated herein by reference to Exhibit 3(c) to Peoples’ March 31, 2003 Form 10-Q
 +Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of SEC Regulation S-K. A copy of any omitted schedules or exhibits will be furnished supplementally by Peoples Bancorp Inc. to the SEC, or the staff of the SEC, on a confidential basis upon request.
PPeoples Bancorp Inc. filed this exhibit with the SEC in paper form originally and this exhibit has not been filed with the SEC in electronic format.


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Exhibit
Number
 
Description
 
Exhibit Location
 Certificate regarding adoption of amendments to Sections 3.01, 3.03, 3.04, 3.05, 3.06, 3.07, 3.08 and 3.11 of the Code of Regulations of Peoples Bancorp Inc. by shareholders on April 8, 2004 Incorporated herein by reference to Exhibit 3(a) to Peoples’ Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2004 (File No. 0-16772)
 Certificate regarding adoption of amendments to Sections 2.06, 2.07, 3.01 and 3.04 of Peoples Bancorp Inc.’s Code of Regulations by the shareholders on April 13, 2006 Incorporated herein by reference to Exhibit 3.1 to Peoples’ Current Report on Form 8-K dated and filed on April 14, 2006 (File No. 0-16772)
 Certificate regarding adoption of an amendment to Section 2.01 of Peoples Bancorp Inc.’s Code of Regulations by the shareholders on April 22, 2010 Incorporated herein by reference to Exhibit 3.2(e) to Peoples’ Quarterly Report on Form 10-Q/A (Amendment No. 1) for the quarterly period ended June 30, 2010 (File No. 0-16772)
Certificate regarding Adoption of Amendment to Division (D) of Section 2.02 of the Code of Regulations of Peoples Bancorp Inc. by the Shareholders at the Annual Meeting of Shareholders on April 26, 2018Incorporated herein by reference to Exhibit 3.1 to Peoples' Current Report on Form 8-K dated and filed on June 28, 2018 (File No. 0-16772) ("Peoples' June 28, 2018 Form 8-K")
 Code of Regulations of Peoples Bancorp Inc. (This document represents the Code of Regulations of Peoples Bancorp Inc. in compiled form incorporating all amendments.)  Incorporated herein by reference to Exhibit 3.2 to Peoples' June 28, 2018 Form 8-K
Peoples Bancorp Inc. Change in Control Agreement between Peoples Bancorp Inc. and Matthew Macia (adopted August 21, 2023)++
Filed herewith
Peoples Bancorp Inc. Change in Control Agreement between Peoples Bancorp Inc. and Hugh Donlon (adopted September 9, 2023)++
Filed herewith
Form of Peoples Bancorp Inc. Fourth Amended and Restated 2006 Equity Plan Time-Based Restricted Stock Award Agreement used and to be used to evidence grants of time-based restricted common shares to executive officers of Peoples Bancorp Inc. after October 23, 2023++
Filed herewith
 Rule 13a-14(a)/15d-14(a) Certifications [President and Chief Executive Officer] Filed herewith
     
 Rule 13a-14(a)/15d-14(a) Certifications [Executive Vice President, Chief Financial Officer and Treasurer] Filed herewith
     
 Section 1350 Certifications Furnished herewith
101.INSInline XBRL Instance Document ##Submitted electronically herewith #
101.SCHInline XBRL Taxonomy Extension Schema DocumentSubmitted electronically herewith #
101.CALInline XBRL Taxonomy Extension Calculation Linkbase DocumentSubmitted electronically herewith #
101.LABInline XBRL Taxonomy Extension Label Linkbase DocumentSubmitted electronically herewith #
101.PREInline XBRL Taxonomy Extension Presentation Linkbase DocumentSubmitted electronically herewith #
101.DEFInline XBRL Taxonomy Extension Definition Linkbase DocumentSubmitted electronically herewith #
104Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101)Submitted electronically herewith
++Management Compensation Plan or Agreement
# Attached as Exhibit 101 to the Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023 of Peoples Bancorp Inc. are the following documents formatted in Inline XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets at September 30, 2023 (Unaudited) and at December 31, 2022; (ii) Consolidated Statements of Operations (Unaudited) for the three months and the nine months ended September 30, 2023 and 2022; (iii) Consolidated Statements of Comprehensive Income (Loss) (Unaudited) for the nine months ended September 30, 2023 and 2022; (iv) Consolidated Statements of Stockholders' Equity (Unaudited) for the three months and the nine months ended September 30, 2023 and 2022; (v) Condensed Consolidated Statements of Cash Flows (Unaudited) for the three months and the nine months ended September 30, 2023 and 2022; and (vi) Notes to the Unaudited Condensed Consolidated Financial Statements.
## The instance document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document.

83
Table of Contents
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 thereunto duly authorized.
  PEOPLES BANCORP INC.
   
Date:November 2, 2023By: /s/CHARLES W. SULERZYSKI
  Charles W. Sulerzyski
  President and Chief Executive Officer
Date:November 2, 2023By: /s/KATIE BAILEY
  Katie Bailey
  Executive Vice President,
  Chief Financial Officer and Treasurer


84
EXHIBIT 10.1
PEOPLES BANCORP INC.
CHANGE IN CONTROL AGREEMENT

This CHANGE IN CONTROL AGREEMENT is adopted this 21st day of August, 2023 by and between PEOPLES BANCORP INC., a financial holding company, located in Marietta, Ohio (the “Company”), and Matthew Macia (the “Executive”), an executive of the Company or one of its Subsidiaries.

The Board of Directors of the Company (the “Board”) has determined that it is in the best interests of the Company to retain the Executive’s services and to reinforce and encourage the continued attention and dedication of the Executive to the Executive’s assigned duties, without distraction in potentially disturbing circumstances arising from the possibility of a change in control of the Company or the assertion of claims and actions against the Executive.

The Company and the Executive agree as provided herein.

Article 1
Definitions

Whenever used in this Agreement, the following words and phrases shall have the meanings specified:

1.1    “Agreement” means this Peoples Bancorp Inc. Change in Control Agreement, as it may be amended from time to time.

1.2    “Base Annual Compensation” means the sum of (a) the Executive’s annualized monthly base salary, payable by the Company or one of its Subsidiaries, for the calendar year in which the date of the Change in Control occurs (the “Base Salary Component”), plus (b) the average annualized awards payable to the Executive under the Company’s annual cash incentive program with respect to the most recent three calendar years ended before the date of the Change in Control (the “Cash Incentive Component”). Notwithstanding the foregoing, in the event that the Executive became an “employee” (as that term is defined in the Peoples Bancorp Inc. Third Amended and Restated 2006 Equity Plan or any successor plan) of the Company or one of its Subsidiaries either during the same calendar year as the date of the Change in Control or during any of the most recent three calendar years ended before the date of the Change in Control, for purposes of determining the “Cash Incentive Component” to be used in the calculation of “Base Annual Compensation,” with respect to each of the most recent three calendar years ended before the date of the Change in Control in which either (x) the Executive was not eligible to receive an award under the Company’s annual cash incentive program because the Executive was not employed by the Company or any of its Subsidiaries on or before the last day the Executive was required to be employed in order to be eligible to receive an award for such calendar year or (y) the Executive was eligible to receive only a partial or pro rata award under the Company’s annual cash incentive program because the Executive was employed by the Company or one of its Subsidiaries for less than the full calendar year, the greater of: (A) the amount of the actual award payable to the Executive under the Company’s annual cash incentive program with respect to the calendar year described in clause (x) or clause (y) of this Section 1.2 or (B) the amount of the Executive’s target payout potential under the Company’s annual cash incentive program in which the Executive is participating or would have been eligible to participate during the calendar year in which the Change in Control occurs, shall be used for each calendar year described in clause (x) or clause (y) of this Section 1.2 when calculating the average annualized awards under the “Cash Incentive Component” instead of the amount of the actual award, if any, payable to the Executive under the Company’s annual cash incentive program for such calendar year.
 


1.3    “Cause” means

(a) Gross negligence or gross neglect of duties; or

(b) Commission of a felony or of a gross misdemeanor involving moral turpitude in connection with the Executive’s employment with the Company or a Subsidiary; or

(c) Fraud, disloyalty, dishonesty or willful violation of any law or significant Company or Subsidiary policy committed in connection with the Executive’s employment; or

(d) Issuance of an order for removal of the Executive by the bank or other governmental regulator(s) of the Company or any of its Subsidiaries.

1.4    “Change in Control” shall occur on the earliest date that

(a) A “person” or “group” (as defined in Section 409A of the Code) acquires ownership of stock of the Company that, together with stock held by such person or group, constitutes more than fifty percent (50%) of the total fair market value or total voting power of the stock of the Company;

(b) any person or group acquires (or has acquired during the twelve (12) month period ending on the date of the most recent acquisition by such person or group) ownership of stock of the Company possessing thirty-five percent (35%) or more of the total voting power of the stock of the Company;

(c) a majority of the members of the Board is replaced during any twelve (12) month period by directors whose appointment or election is not endorsed by a majority of the members of the Company’s Board prior to the date that such appointments or elections are made; or

(d) any person or group acquires (or has acquired) during the twelve (12) month period ending on the date of the most recent acquisition by such person or group, assets from the Company that have a total gross fair market value equal to or more than forty percent (40%) of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions.

Notwithstanding the foregoing, the definition of “Change in Control” shall be interpreted consistent with the definition of “change in control event” under Section 409A of the Code.

1.5    “Code” means the Internal Revenue Code of 1986, as amended.

1.6    “Disability” means the Executive’s suffering a sickness, accident or injury which has been determined by the insurance carrier of any individual or group disability insurance policy covering the Executive, or by the Social Security Administration, to be a disability rendering the Executive totally and permanently disabled. The Executive must submit proof to the Plan Administrator of the insurance carrier’s or Social Security Administration’s determination upon the request of the Plan Administrator.

1.7    “Good Reason” means, without the Executive’s express written consent, after written notice to the Board, and after a thirty (30) day opportunity for the Board to cure, the continuing occurrence of any of the following events:

(a)    The assignment to the Executive of any material duties or responsibilities inconsistent with the Executive’s positions, or a change in the Executive’s reporting responsibilities, titles, or offices, or any removal of the Executive from or any failure to re-elect the Executive to any of
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such positions, except in connection with the Executive’s Termination of Employment for Cause, Disability, retirement, or as a result of the Executive’s death;

(b)    A reduction by the Company or the relevant Subsidiary in the Executive’s base salary;

(c)    The taking of any action by the Company or the relevant Subsidiary which would adversely affect the Executive’s participation in or materially reduce the Executive’s benefits under any benefit plans, or the failure by the Company or the relevant Subsidiary to provide the Executive with the number of paid vacation days to which the Executive is then entitled on the basis of years of service with the Company and/or its Subsidiaries in accordance with the Company’s normal vacation policy in effect on the date hereof;

(d)    Any failure of the Company to obtain the assumption of, or the agreement to perform, this Agreement by any successor as contemplated in Section 3.8 hereof; or

(e)    The Company or the relevant Subsidiary directing the Executive to be reassigned to an office location fifty (50) miles or more from the current office location of the Executive except for required travel on Company or Subsidiary business to an extent substantially consistent with the Executive’s present business travel obligations or, in the event the Executive consents to any relocation, the failure by the Company or the relevant Subsidiary to pay (or reimburse the Executive) for all reasonable moving expenses incurred by the Executive relating to a change of the Executive’s principal residence in connection with such relocation and to indemnify the Executive against any loss realized on the sale of the Executive’s principal residence in connection with any such change of residence.

1.8    “Subsidiary” means any entity that, along with the Company, would be treated as a single employer under Sections 414(b) and (c) of the Code.

1.9    “Termination Date” shall mean the date of the Executive’s Termination of Employment.

1.10    “Termination of Employment” shall mean a “separation from service”, within the meaning of Section 409A of the Code, by the Executive from the Company and its Subsidiaries.

Article 2
Change in Control Benefits

2.1    Change in Control Benefit. If within the six (6) months prior to or the twenty-four (24) months following a Change in Control of the Company, the Executive shall have an involuntary Termination of Employment by the Company or the relevant Subsidiary other than for Cause, or shall have a voluntary Termination of Employment for Good Reason, the Company shall pay to the Executive a benefit under this Article 2.

2.1.1    Amount of Benefit. The benefit under this Section 2.1 is two (2) times the Executive’s Base Annual Compensation at the date of the Change of Control.

2.1.2    Payment of Benefit. The Company shall pay the benefit to the Executive in a lump sum within thirty (30) days following the Termination Date. Notwithstanding the foregoing, if the Executive is a “specified employee” within the meaning of Section 409A of the Code and as determined under the Company’s policy for determining specified employees, on the date of the Executive’s Termination Date, and the payment described in Section 2.1.1 of this Agreement is required to be delayed pursuant to Section 409A(a)(2)(B) of the Code, such payment shall be made on the first business day of the seventh (7th) month following the Termination Date (or, if earlier, the Executive’s date of death).

3


2.1.3    Insurance Benefits. During the period of time specified in Section 3.2 of this Agreement, the Executive shall receive, in addition to the benefit provided in Section 2.1.1 of this Agreement, the following benefits substantially in the form and expense to the Executive as received by the Executive on the Termination Date: (a) medical and dental insurance; and (b) life insurance. The provision of medical and dental insurance beyond the period of time described in Treasury Regulation §1.409A-1(b)(9) and the provision of life insurance benefits pursuant to this Section 2.1.3 shall, however, be subject to the following limitations: (i) the benefits provided during the Executive’s taxable year may not affect the benefits to be provided to the Executive in any other taxable year, (ii) reimbursements or payments must be made on or before the last day of the Executive’s taxable year following the taxable year in which the expense being paid or reimbursed was incurred, and (iii) the right to continued coverage is not subject to liquidation or exchange for another benefit.

It is understood and agreed that any rights and privileges of the Executive provided by the Consolidated Omnibus Budget Reconciliation Act of 1986, amending the Employee Retirement Income Security Act, the Internal Revenue Code and the Public Health Services Act, as amended, shall begin at the end of the period of time specified in Section 3.2 of this Agreement.

2.2    Excess Parachute Payment. Notwithstanding anything to the contrary in this Agreement, if there are payments to the Executive which constitute “excess parachute payments,” as defined in Section 280G of the Code, then the payments made to the Executive shall be the greater of: (a) one dollar ($1.00) less than the amount which would cause the payments to the Executive (including payments to the Executive which are not included in this Agreement) to be subject to the excise tax imposed by Section 4999 of the Code; and (b) the amount of payments payable to the Executive contingent upon the Company’s Change in Control (including payments to the Executive which are not included in this Agreement) if the sum of these payments, after taking into account any excise taxes that may be imposed on the Executive under Section 4999 of the Code, would be greater than the amount specified in Section 2.2(a). Any reduction to any payment made pursuant to this Section 2.2 shall be performed consistent with the requirements of Section 409A of the Code.

2.3    Withholding & Payroll Taxes. To the extent required by law, the Company shall withhold from other amounts owed to the Executive or require the Executive to remit to the Company an amount sufficient to satisfy federal, state and local withholding tax requirements on any payments made to the Executive under this Agreement. Determinations by the Company as to withholding shall be binding on the Executive.

Article 3
Miscellaneous

3.1    Confidential Information. The Executive recognizes and acknowledges that the Executive will have access to certain information of the Company and its Subsidiaries and that such information is confidential and constitutes valuable, special and unique property of the Company and the relevant Subsidiaries. The Executive shall not at any time, either during or subsequent to the term of this Agreement, disclose to others, use, copy or permit to be copied, except as directed by law or in pursuance of the Executive’s duties for or on behalf of the Company, its Subsidiaries, or their respective successors, assigns or nominees, any Confidential Information of the Company or any Subsidiary (regardless of whether developed by the Executive), without the prior written consent of the Company. The term “Confidential Information” with respect to any person means any secret or confidential information or know-how and shall include, but shall not be limited to, the plans, customers, costs, prices, uses, and applications of products and services, results of investigations, studies owned or used by such person, and all products, processes, compositions, computer programs, and servicing, marketing or operational methods and techniques at any time used, developed, investigated, made or sold by such person, before or
4


during the term of this Agreement, that are not readily available to the public or that are maintained as confidential by such person. The Executive shall maintain in confidence any Confidential Information of third parties received as a result of the Executive’s employment with the Company or one of its Subsidiaries in accordance with the Company’s or the relevant Subsidiary’s obligations to such third parties and the policies established by the Company.

3.2    No Competition. If within the six (6) months prior to or the twenty-four (24) months following a Change in Control of the Company, the Executive shall have an involuntary Termination of Employment by the Company or the relevant Subsidiary other than for Cause, or shall have a voluntary Termination of Employment for Good Reason, then and for a period of twelve (12) months immediately following the Termination Date, the Executive shall not directly or indirectly engage in the business of banking, or any other business in which the Company or any of its Subsidiaries directly or indirectly engage during the term of this Agreement; provided, however, that this restriction shall apply only to the geographic market of the Company and its Subsidiaries as delineated on the Termination Date in the Community Reinvestment Act Statement of Peoples Bank. The Executive shall be deemed to engage in a business if the Executive, directly or indirectly, engages or invests in, owns, manages, operates, controls or participates in the ownership, management, operation or control of, is employed by, associated or in any manner connected with, or renders services or advice to, any business engaged in banking or any other business in which the Company or any of its Subsidiaries is engaged in; provided, however, that the Executive may invest in the securities of any enterprise (but without otherwise participating in the activities of such enterprise) if two conditions are met: (a) such securities are listed on any national or regional securities exchange or have been registered under Section 12(g) of the Securities Exchange Act of 1934 and (b) the Executive does not beneficially own (as defined Rule 13d-3 promulgated under the Securities Exchange Act of 1934) in excess of one percent of the outstanding capital stock of such enterprise.

3.3    Delivery of Documents Upon Termination. The Executive shall deliver to the Company or its designee at the Executive’s Termination of Employment all correspondence, memoranda, notes, records, drawings, sketches, plans, customer lists, product compositions, and other documents and all copies thereof, made, composed or received by the Executive, solely or jointly with others, that are in the Executive’s possession, custody, or control at such Termination of Employment and that are related in any manner to the past, present, or anticipated business of the Company and its Subsidiaries.

3.4    Remedies. The Executive acknowledges that a remedy at law for any breach or attempted breach of the Executive’s obligations under Section 3.1, Section 3.2 and Section 3.3 may be inadequate, agrees that the Company may be entitled to specific performance and injunctive and other equitable remedies in case of any such breach or attempted breach and further agrees to waive any requirement for the securing or posting of any bond in connection with the obtaining of any such injunctive or other equitable relief. The Company shall have the right to offset against amounts to be paid to the Executive pursuant to the terms hereof any amounts owed by the Executive to the Company or any of its Subsidiaries at the time of payment. The termination of this Agreement shall not be deemed to be a waiver by the Company of any breach by the Executive of this Agreement or any other obligation owed the Company or any of its Subsidiaries, and notwithstanding such a termination the Executive shall be liable for all damages attributable to such a breach.

3.5    Dispute Resolution. Subject to the Company’s right to seek injunctive relief in court as provided in Section 3.4 of this Agreement, any dispute, controversy or claim arising out of or in relation to or connection to this Agreement, including without limitation any dispute as to the construction, validity, interpretation, enforceability or breach of this Agreement, shall be settled by arbitration administered by the American Arbitration Association under its National Rules for
5


the Resolution of Employment Disputes and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

3.6    Acknowledgement of Parties. The Company and the Executive understand and acknowledge that this Agreement means that neither can pursue an action against the other in a court of law regarding any employment dispute, except for claims involving workers’ compensation benefits or unemployment benefits, and except as set forth elsewhere in this Agreement, in the event that either party notifies the other of the notifying party’s demand for arbitration under this Agreement. The Company and the Executive understand and agree that the provisions of Section 3.5, concerning arbitration, shall not include any controversies or claims related to any agreements or provisions (including provisions in this Agreement) respecting confidentiality, proprietary information, non-competition, non-solicitation, trade secrets, or breaches of fiduciary obligations by the Executive, which shall not be subject to arbitration.

3.7    Right to Consult Counsel. The Executive has been advised of the Executive’s right to consult with an attorney prior to entering into this Agreement.

3.8    Successors of the Company. The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company, by agreement in form and substance satisfactory to the Executive, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform this Agreement if no such succession had taken place. The failure of the Company to obtain such agreement prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle the Executive to terminate this Agreement and receive compensation from the Company in the same amount and on the same terms as the Executive would be entitled hereunder if the Executive terminated the Executive’s employment for Good Reason. As used in this Agreement, “Company” as hereinbefore defined shall include any successor to its business and/or assets as aforesaid which executes and delivers the agreement provided for in this Section 3.8 or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law.

3.9    Executive’s Heirs, etc. The Executive may not assign the Executive’s rights or delegate the Executive’s duties or obligations hereunder without the written consent of the Company. This Agreement shall inure to the benefit of and be enforceable by the Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If the Executive should die while any amounts would still be payable to the Executive hereunder if the Executive had continued to live, all such amounts, unless other provided herein, shall be paid in accordance with the terms of this Agreement to the Executive’s designee or, if there be no such designee, to the Executive’s estate.

3.10    Notices. Any notice or communication required or permitted under the terms of this Agreement shall be in writing and shall be delivered personally, or sent by registered or certified mail, return receipt requested, postage prepaid, or sent by nationally recognized overnight carrier, postage prepaid, or sent by facsimile transmission to the Company at the Company’s principal office and facsimile number in Marietta, Ohio, or to the Executive at the address and facsimile number, if any, appearing on the books and records of the Company. Such notice or communication shall be deemed given (a) when delivered if personally delivered; (b) five mailing days after having been placed in the mail, if delivered by registered or certified mail; (c) the business day after having been placed with a nationally recognized overnight carrier, if delivered by nationally recognized overnight carrier, and (d) the business day after transmittal when transmitted with electronic confirmation of receipt, if transmitted by facsimile. Either party may change the address or facsimile number to which notices or communications are to be sent to such party by giving notice to the other party of such change in the manner herein provided for
6


giving notice. Until changed by notice, the following shall be the address and facsimile number to which notices shall be sent:

If to the Company, to:If to the Executive, to:
 Attn: General CounselMatthew Macia
 PEOPLES BANCORP INC.1109 Hadley Park Ln
 138 Putnam StreetWeddington, NS 28104
 Marietta, Ohio 45750
 Fax: (740) 568-1422  

3.11    Amendment or Waiver. No provisions of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing signed by the Executive and such officer as may be specifically designated by the Board (which shall not include the Executive). No waiver by either party hereto at any time of any breach by the other party hereto of or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party, which are not set forth expressly in this Agreement. This Agreement constitutes the entire agreement between the Company and the Executive as to the subject matter hereof. No rights are granted to the Executive by virtue of this Agreement other than those specifically set forth herein.

3.12    Invalid Provisions. Should any portion of this Agreement be adjudged or held to be invalid, unenforceable or void, such holding shall not have the effect of invalidating, rendering unenforceable or voiding the remainder of this Agreement and the parties hereby agree that the portion so held invalid, unenforceable or void shall if possible, be deemed amended or reduced in scope, or otherwise be stricken from this Agreement to the extent required for the purposes of validity and enforcement thereof. In this regard, the parties hereto hereby agree that any judicial authority construing this Agreement shall be empowered to sever any portion of the geographic area or any prohibited business activity from the coverage of this Agreement, and to reduce the duration of the non-compete period and to apply the provisions of this Agreement to the remaining portion of the geographic area or the remaining business activities not to be severed by such judicial authority and to the duration of the non-compete period as reduced by judicial determination.

3.13    Survival of the Executive’s Obligations. The Executive’s obligations under this Agreement shall survive regardless of whether the Executive incurs a Termination of Employment, voluntarily or involuntarily, by the Company or one of its Subsidiaries or by the Executive, with or without Cause.

3.14    Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.

3.15    Governing Law. This Agreement and any action or proceeding related to this Agreement shall be governed by and construed under the laws of the State of Ohio.

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3.16    Captions and Gender. The use of Captions and Section headings herein is for purposes of convenience only and shall not effect the interpretation or substance of any provisions contained herein. Similarly, the use of the masculine gender with respect to pronouns in this Agreement is for purposes of convenience and includes either sex who may be a signatory.

3.17    Section 409A. It is intended that this Agreement comply with Section 409A of the Code and the regulations promulgated thereunder (and any subsequent notices or guidance issued by the Internal Revenue Service), and this Agreement will be interpreted, administered and operated accordingly. Nothing herein shall be construed as an entitlement to or guarantee of any particular tax treatment to the Executive. Neither the Company nor the Board shall have any liability to any person in the event this Agreement fails to comply with the requirements of Section 409A of the Code at any time. The Company may accelerate the time or schedule of a distribution to the Executive at any time this Agreement fails to meet the requirements of Section 409A of the Code and the regulations promulgated thereunder. Such payment may not exceed the amount required to be included in income as a result of the failure to comply with the requirements of Section 409A of the Code and the regulations promulgated thereunder.

IN WITNESS WHEREOF, the Executive and a duly authorized representative of the Company have signed this Agreement.

EXECUTIVE:
 PEOPLES BANCORP INC.
By: /s/ Matthew Macia
By: /s/ Tonya L. Steele
Printed: Matthew MaciaPrinted Name: Tonya L. Steele
 Title: Secretary, Compensation Committee



8
EXHIBIT 10.2
PEOPLES BANCORP INC.
CHANGE IN CONTROL AGREEMENT

This CHANGE IN CONTROL AGREEMENT is adopted this 9th day of September, 2023 by and between PEOPLES BANCORP INC., a financial holding company, located in Marietta, Ohio (the “Company”), and Hugh Donlon (the “Executive”), an executive of the Company or one of its Subsidiaries.

The Board of Directors of the Company (the “Board”) has determined that it is in the best interests of the Company to retain the Executive’s services and to reinforce and encourage the continued attention and dedication of the Executive to the Executive’s assigned duties, without distraction in potentially disturbing circumstances arising from the possibility of a change in control of the Company or the assertion of claims and actions against the Executive.

The Company and the Executive agree as provided herein.

Article 1
Definitions

Whenever used in this Agreement, the following words and phrases shall have the meanings specified:

1.1    “Agreement” means this Peoples Bancorp Inc. Change in Control Agreement, as it may be amended from time to time.

1.2    “Base Annual Compensation” means the sum of (a) the Executive’s annualized monthly base salary, payable by the Company or one of its Subsidiaries, for the calendar year in which the date of the Change in Control occurs (the “Base Salary Component”), plus (b) the average annualized awards payable to the Executive under the Company’s annual cash incentive program with respect to the most recent three calendar years ended before the date of the Change in Control (the “Cash Incentive Component”). Notwithstanding the foregoing, in the event that the Executive became an “employee” (as that term is defined in the Peoples Bancorp Inc. Third Amended and Restated 2006 Equity Plan or any successor plan) of the Company or one of its Subsidiaries either during the same calendar year as the date of the Change in Control or during any of the most recent three calendar years ended before the date of the Change in Control, for purposes of determining the “Cash Incentive Component” to be used in the calculation of “Base Annual Compensation,” with respect to each of the most recent three calendar years ended before the date of the Change in Control in which either (x) the Executive was not eligible to receive an award under the Company’s annual cash incentive program because the Executive was not employed by the Company or any of its Subsidiaries on or before the last day the Executive was required to be employed in order to be eligible to receive an award for such calendar year or (y) the Executive was eligible to receive only a partial or pro rata award under the Company’s annual cash incentive program because the Executive was employed by the Company or one of its Subsidiaries for less than the full calendar year, the greater of: (A) the amount of the actual award payable to the Executive under the Company’s annual cash incentive program with respect to the calendar year described in clause (x) or clause (y) of this Section 1.2 or (B) the amount of the Executive’s target payout potential under the Company’s annual cash incentive program in which the Executive is participating or would have been eligible to participate during the calendar year in which the Change in Control occurs, shall be used for each calendar year described in clause (x) or clause (y) of this Section 1.2 when calculating the average annualized awards under the “Cash Incentive Component” instead of the amount of the actual award, if any, payable to the Executive under the Company’s annual cash incentive program for such calendar year.
 


1.3    “Cause” means

(a) Gross negligence or gross neglect of duties; or

(b) Commission of a felony or of a gross misdemeanor involving moral turpitude in connection with the Executive’s employment with the Company or a Subsidiary; or

(c) Fraud, disloyalty, dishonesty or willful violation of any law or significant Company or Subsidiary policy committed in connection with the Executive’s employment; or

(d) Issuance of an order for removal of the Executive by the bank or other governmental regulator(s) of the Company or any of its Subsidiaries.

1.4    “Change in Control” shall occur on the earliest date that

(a) A “person” or “group” (as defined in Section 409A of the Code) acquires ownership of stock of the Company that, together with stock held by such person or group, constitutes more than fifty percent (50%) of the total fair market value or total voting power of the stock of the Company;

(b) any person or group acquires (or has acquired during the twelve (12) month period ending on the date of the most recent acquisition by such person or group) ownership of stock of the Company possessing thirty-five percent (35%) or more of the total voting power of the stock of the Company;

(c) a majority of the members of the Board is replaced during any twelve (12) month period by directors whose appointment or election is not endorsed by a majority of the members of the Company’s Board prior to the date that such appointments or elections are made; or

(d) any person or group acquires (or has acquired) during the twelve (12) month period ending on the date of the most recent acquisition by such person or group, assets from the Company that have a total gross fair market value equal to or more than forty percent (40%) of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions.

Notwithstanding the foregoing, the definition of “Change in Control” shall be interpreted consistent with the definition of “change in control event” under Section 409A of the Code.

1.5    “Code” means the Internal Revenue Code of 1986, as amended.

1.6    “Disability” means the Executive’s suffering a sickness, accident or injury which has been determined by the insurance carrier of any individual or group disability insurance policy covering the Executive, or by the Social Security Administration, to be a disability rendering the Executive totally and permanently disabled. The Executive must submit proof to the Plan Administrator of the insurance carrier’s or Social Security Administration’s determination upon the request of the Plan Administrator.

1.7    “Good Reason” means, without the Executive’s express written consent, after written notice to the Board, and after a thirty (30) day opportunity for the Board to cure, the continuing occurrence of any of the following events:

(a)    The assignment to the Executive of any material duties or responsibilities inconsistent with the Executive’s positions, or a change in the Executive’s reporting responsibilities, titles, or offices, or any removal of the Executive from or any failure to re-elect the Executive to any of
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such positions, except in connection with the Executive’s Termination of Employment for Cause, Disability, retirement, or as a result of the Executive’s death;

(b)    A reduction by the Company or the relevant Subsidiary in the Executive’s base salary;

(c)    The taking of any action by the Company or the relevant Subsidiary which would adversely affect the Executive’s participation in or materially reduce the Executive’s benefits under any benefit plans, or the failure by the Company or the relevant Subsidiary to provide the Executive with the number of paid vacation days to which the Executive is then entitled on the basis of years of service with the Company and/or its Subsidiaries in accordance with the Company’s normal vacation policy in effect on the date hereof;

(d)    Any failure of the Company to obtain the assumption of, or the agreement to perform, this Agreement by any successor as contemplated in Section 3.8 hereof; or

(e)    The Company or the relevant Subsidiary directing the Executive to be reassigned to an office location fifty (50) miles or more from the current office location of the Executive except for required travel on Company or Subsidiary business to an extent substantially consistent with the Executive’s present business travel obligations or, in the event the Executive consents to any relocation, the failure by the Company or the relevant Subsidiary to pay (or reimburse the Executive) for all reasonable moving expenses incurred by the Executive relating to a change of the Executive’s principal residence in connection with such relocation and to indemnify the Executive against any loss realized on the sale of the Executive’s principal residence in connection with any such change of residence.

1.8    “Subsidiary” means any entity that, along with the Company, would be treated as a single employer under Sections 414(b) and (c) of the Code.

1.9    “Termination Date” shall mean the date of the Executive’s Termination of Employment.

1.10    “Termination of Employment” shall mean a “separation from service”, within the meaning of Section 409A of the Code, by the Executive from the Company and its Subsidiaries.

Article 2
Change in Control Benefits

2.1    Change in Control Benefit. If within the six (6) months prior to or the twenty-four (24) months following a Change in Control of the Company, the Executive shall have an involuntary Termination of Employment by the Company or the relevant Subsidiary other than for Cause, or shall have a voluntary Termination of Employment for Good Reason, the Company shall pay to the Executive a benefit under this Article 2.

2.1.1    Amount of Benefit. The benefit under this Section 2.1 is two (2) times the Executive’s Base Annual Compensation at the date of the Change of Control.

2.1.2    Payment of Benefit. The Company shall pay the benefit to the Executive in a lump sum within thirty (30) days following the Termination Date. Notwithstanding the foregoing, if the Executive is a “specified employee” within the meaning of Section 409A of the Code and as determined under the Company’s policy for determining specified employees, on the date of the Executive’s Termination Date, and the payment described in Section 2.1.1 of this Agreement is required to be delayed pursuant to Section 409A(a)(2)(B) of the Code, such payment shall be made on the first business day of the seventh (7th) month following the Termination Date (or, if earlier, the Executive’s date of death).

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2.1.3    Insurance Benefits. During the period of time specified in Section 3.2 of this Agreement, the Executive shall receive, in addition to the benefit provided in Section 2.1.1 of this Agreement, the following benefits substantially in the form and expense to the Executive as received by the Executive on the Termination Date: (a) medical and dental insurance; and (b) life insurance. The provision of medical and dental insurance beyond the period of time described in Treasury Regulation §1.409A-1(b)(9) and the provision of life insurance benefits pursuant to this Section 2.1.3 shall, however, be subject to the following limitations: (i) the benefits provided during the Executive’s taxable year may not affect the benefits to be provided to the Executive in any other taxable year, (ii) reimbursements or payments must be made on or before the last day of the Executive’s taxable year following the taxable year in which the expense being paid or reimbursed was incurred, and (iii) the right to continued coverage is not subject to liquidation or exchange for another benefit.

It is understood and agreed that any rights and privileges of the Executive provided by the Consolidated Omnibus Budget Reconciliation Act of 1986, amending the Employee Retirement Income Security Act, the Internal Revenue Code and the Public Health Services Act, as amended, shall begin at the end of the period of time specified in Section 3.2 of this Agreement.

2.2    Excess Parachute Payment. Notwithstanding anything to the contrary in this Agreement, if there are payments to the Executive which constitute “excess parachute payments,” as defined in Section 280G of the Code, then the payments made to the Executive shall be the greater of: (a) one dollar ($1.00) less than the amount which would cause the payments to the Executive (including payments to the Executive which are not included in this Agreement) to be subject to the excise tax imposed by Section 4999 of the Code; and (b) the amount of payments payable to the Executive contingent upon the Company’s Change in Control (including payments to the Executive which are not included in this Agreement) if the sum of these payments, after taking into account any excise taxes that may be imposed on the Executive under Section 4999 of the Code, would be greater than the amount specified in Section 2.2(a). Any reduction to any payment made pursuant to this Section 2.2 shall be performed consistent with the requirements of Section 409A of the Code.

2.3    Withholding & Payroll Taxes. To the extent required by law, the Company shall withhold from other amounts owed to the Executive or require the Executive to remit to the Company an amount sufficient to satisfy federal, state and local withholding tax requirements on any payments made to the Executive under this Agreement. Determinations by the Company as to withholding shall be binding on the Executive.

Article 3
Miscellaneous

3.1    Confidential Information. The Executive recognizes and acknowledges that the Executive will have access to certain information of the Company and its Subsidiaries and that such information is confidential and constitutes valuable, special and unique property of the Company and the relevant Subsidiaries. The Executive shall not at any time, either during or subsequent to the term of this Agreement, disclose to others, use, copy or permit to be copied, except as directed by law or in pursuance of the Executive’s duties for or on behalf of the Company, its Subsidiaries, or their respective successors, assigns or nominees, any Confidential Information of the Company or any Subsidiary (regardless of whether developed by the Executive), without the prior written consent of the Company. The term “Confidential Information” with respect to any person means any secret or confidential information or know-how and shall include, but shall not be limited to, the plans, customers, costs, prices, uses, and applications of products and services, results of investigations, studies owned or used by such person, and all products, processes, compositions, computer programs, and servicing, marketing or operational methods and techniques at any time used, developed, investigated, made or sold by such person, before or
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during the term of this Agreement, that are not readily available to the public or that are maintained as confidential by such person. The Executive shall maintain in confidence any Confidential Information of third parties received as a result of the Executive’s employment with the Company or one of its Subsidiaries in accordance with the Company’s or the relevant Subsidiary’s obligations to such third parties and the policies established by the Company.

3.2    No Competition. If within the six (6) months prior to or the twenty-four (24) months following a Change in Control of the Company, the Executive shall have an involuntary Termination of Employment by the Company or the relevant Subsidiary other than for Cause, or shall have a voluntary Termination of Employment for Good Reason, then and for a period of twelve (12) months immediately following the Termination Date, the Executive shall not directly or indirectly engage in the business of banking, or any other business in which the Company or any of its Subsidiaries directly or indirectly engage during the term of this Agreement; provided, however, that this restriction shall apply only to the geographic market of the Company and its Subsidiaries as delineated on the Termination Date in the Community Reinvestment Act Statement of Peoples Bank. The Executive shall be deemed to engage in a business if the Executive, directly or indirectly, engages or invests in, owns, manages, operates, controls or participates in the ownership, management, operation or control of, is employed by, associated or in any manner connected with, or renders services or advice to, any business engaged in banking or any other business in which the Company or any of its Subsidiaries is engaged in; provided, however, that the Executive may invest in the securities of any enterprise (but without otherwise participating in the activities of such enterprise) if two conditions are met: (a) such securities are listed on any national or regional securities exchange or have been registered under Section 12(g) of the Securities Exchange Act of 1934 and (b) the Executive does not beneficially own (as defined Rule 13d-3 promulgated under the Securities Exchange Act of 1934) in excess of one percent of the outstanding capital stock of such enterprise.

3.3    Delivery of Documents Upon Termination. The Executive shall deliver to the Company or its designee at the Executive’s Termination of Employment all correspondence, memoranda, notes, records, drawings, sketches, plans, customer lists, product compositions, and other documents and all copies thereof, made, composed or received by the Executive, solely or jointly with others, that are in the Executive’s possession, custody, or control at such Termination of Employment and that are related in any manner to the past, present, or anticipated business of the Company and its Subsidiaries.

3.4    Remedies. The Executive acknowledges that a remedy at law for any breach or attempted breach of the Executive’s obligations under Section 3.1, Section 3.2 and Section 3.3 may be inadequate, agrees that the Company may be entitled to specific performance and injunctive and other equitable remedies in case of any such breach or attempted breach and further agrees to waive any requirement for the securing or posting of any bond in connection with the obtaining of any such injunctive or other equitable relief. The Company shall have the right to offset against amounts to be paid to the Executive pursuant to the terms hereof any amounts owed by the Executive to the Company or any of its Subsidiaries at the time of payment. The termination of this Agreement shall not be deemed to be a waiver by the Company of any breach by the Executive of this Agreement or any other obligation owed the Company or any of its Subsidiaries, and notwithstanding such a termination the Executive shall be liable for all damages attributable to such a breach.

3.5    Dispute Resolution. Subject to the Company’s right to seek injunctive relief in court as provided in Section 3.4 of this Agreement, any dispute, controversy or claim arising out of or in relation to or connection to this Agreement, including without limitation any dispute as to the construction, validity, interpretation, enforceability or breach of this Agreement, shall be settled by arbitration administered by the American Arbitration Association under its National Rules for
5


the Resolution of Employment Disputes and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

3.6    Acknowledgement of Parties. The Company and the Executive understand and acknowledge that this Agreement means that neither can pursue an action against the other in a court of law regarding any employment dispute, except for claims involving workers’ compensation benefits or unemployment benefits, and except as set forth elsewhere in this Agreement, in the event that either party notifies the other of the notifying party’s demand for arbitration under this Agreement. The Company and the Executive understand and agree that the provisions of Section 3.5, concerning arbitration, shall not include any controversies or claims related to any agreements or provisions (including provisions in this Agreement) respecting confidentiality, proprietary information, non-competition, non-solicitation, trade secrets, or breaches of fiduciary obligations by the Executive, which shall not be subject to arbitration.

3.7    Right to Consult Counsel. The Executive has been advised of the Executive’s right to consult with an attorney prior to entering into this Agreement.

3.8    Successors of the Company. The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company, by agreement in form and substance satisfactory to the Executive, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform this Agreement if no such succession had taken place. The failure of the Company to obtain such agreement prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle the Executive to terminate this Agreement and receive compensation from the Company in the same amount and on the same terms as the Executive would be entitled hereunder if the Executive terminated the Executive’s employment for Good Reason. As used in this Agreement, “Company” as hereinbefore defined shall include any successor to its business and/or assets as aforesaid which executes and delivers the agreement provided for in this Section 3.8 or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law.

3.9    Executive’s Heirs, etc. The Executive may not assign the Executive’s rights or delegate the Executive’s duties or obligations hereunder without the written consent of the Company. This Agreement shall inure to the benefit of and be enforceable by the Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If the Executive should die while any amounts would still be payable to the Executive hereunder if the Executive had continued to live, all such amounts, unless other provided herein, shall be paid in accordance with the terms of this Agreement to the Executive’s designee or, if there be no such designee, to the Executive’s estate.

3.10    Notices. Any notice or communication required or permitted under the terms of this Agreement shall be in writing and shall be delivered personally, or sent by registered or certified mail, return receipt requested, postage prepaid, or sent by nationally recognized overnight carrier, postage prepaid, or sent by facsimile transmission to the Company at the Company’s principal office and facsimile number in Marietta, Ohio, or to the Executive at the address and facsimile number, if any, appearing on the books and records of the Company. Such notice or communication shall be deemed given (a) when delivered if personally delivered; (b) five mailing days after having been placed in the mail, if delivered by registered or certified mail; (c) the business day after having been placed with a nationally recognized overnight carrier, if delivered by nationally recognized overnight carrier, and (d) the business day after transmittal when transmitted with electronic confirmation of receipt, if transmitted by facsimile. Either party may change the address or facsimile number to which notices or communications are to be sent to such party by giving notice to the other party of such change in the manner herein provided for
6


giving notice. Until changed by notice, the following shall be the address and facsimile number to which notices shall be sent:
If to the Company, to:If to the Executive, to:
 Attn: General CounselHugh Donlon
 PEOPLES BANCORP INC.
219 East 69th St, 8D
 138 Putnam StreetNew York, NY
 Marietta, Ohio 45750
 Fax: (740) 568-1422  

3.11    Amendment or Waiver. No provisions of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing signed by the Executive and such officer as may be specifically designated by the Board (which shall not include the Executive). No waiver by either party hereto at any time of any breach by the other party hereto of or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party, which are not set forth expressly in this Agreement. This Agreement constitutes the entire agreement between the Company and the Executive as to the subject matter hereof. No rights are granted to the Executive by virtue of this Agreement other than those specifically set forth herein.

3.12    Invalid Provisions. Should any portion of this Agreement be adjudged or held to be invalid, unenforceable or void, such holding shall not have the effect of invalidating, rendering unenforceable or voiding the remainder of this Agreement and the parties hereby agree that the portion so held invalid, unenforceable or void shall if possible, be deemed amended or reduced in scope, or otherwise be stricken from this Agreement to the extent required for the purposes of validity and enforcement thereof. In this regard, the parties hereto hereby agree that any judicial authority construing this Agreement shall be empowered to sever any portion of the geographic area or any prohibited business activity from the coverage of this Agreement, and to reduce the duration of the non-compete period and to apply the provisions of this Agreement to the remaining portion of the geographic area or the remaining business activities not to be severed by such judicial authority and to the duration of the non-compete period as reduced by judicial determination.

3.13    Survival of the Executive’s Obligations. The Executive’s obligations under this Agreement shall survive regardless of whether the Executive incurs a Termination of Employment, voluntarily or involuntarily, by the Company or one of its Subsidiaries or by the Executive, with or without Cause.

3.14    Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.

3.15    Governing Law. This Agreement and any action or proceeding related to this Agreement shall be governed by and construed under the laws of the State of Ohio.

3.16    Captions and Gender. The use of Captions and Section headings herein is for purposes of convenience only and shall not effect the interpretation or substance of any provisions
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contained herein. Similarly, the use of the masculine gender with respect to pronouns in this Agreement is for purposes of convenience and includes either sex who may be a signatory.

3.17    Section 409A. It is intended that this Agreement comply with Section 409A of the Code and the regulations promulgated thereunder (and any subsequent notices or guidance issued by the Internal Revenue Service), and this Agreement will be interpreted, administered and operated accordingly. Nothing herein shall be construed as an entitlement to or guarantee of any particular tax treatment to the Executive. Neither the Company nor the Board shall have any liability to any person in the event this Agreement fails to comply with the requirements of Section 409A of the Code at any time. The Company may accelerate the time or schedule of a distribution to the Executive at any time this Agreement fails to meet the requirements of Section 409A of the Code and the regulations promulgated thereunder. Such payment may not exceed the amount required to be included in income as a result of the failure to comply with the requirements of Section 409A of the Code and the regulations promulgated thereunder.

IN WITNESS WHEREOF, the Executive and a duly authorized representative of the Company have signed this Agreement.

EXECUTIVE:
 PEOPLES BANCORP INC.
By: /s/ Hugh Donlon
By: /s/ Tonya L. Steele
Printed: Hugh DonlonPrinted Name: Tonya L. Steele
 Title: Secretary, Compensation Committee



8
EXHIBIT 10.3
PEOPLES BANCORP INC.
FOURTH AMENDED AND RESTATED
2006 EQUITY PLAN

Time-Based Restricted Stock Award Agreement
(for Executives)

    This Time-Based Restricted Stock Award Agreement (this “Agreement”) is made effective as of __________ (the “Grant Date”) by and between Peoples Bancorp Inc. (the “Company”) and ________ (the “Participant”). Capitalized terms not defined in this Agreement shall have the meanings given to them in the Plan (as defined below).

Section 1    Grant of Restricted Stock

The Company hereby grants to the Participant an award of ____ (_____) shares of restricted Company Stock (the “Restricted Stock”), subject to the terms and conditions described in the Peoples Bancorp Inc. Fourth Amended and Restated 2006 Equity Plan (the “Plan”) and this Agreement.

Section 2    Restrictions on Vesting and Transfer

    (A)    Vesting. Subject to the Participant’s continued employment with the Company or one of its Subsidiaries, and the provisions of the Plan (including Article XI thereof) and this Agreement, the Restricted Stock shall vest as follows:

(i)    [___] shares on the one year anniversary of the Grant Date;

(ii)    [___] shares on the two year anniversary of the Grant Date; and

(iii)[___] shares on the three year anniversary of the Grant Date.


(B)    Transfer Restrictions. Until the Restricted Stock vests as described herein, the Restricted Stock may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated. Except as otherwise provided herein, Restricted Stock that vests as described in Section 2(A), less any shares of Company Stock withheld for the payment of taxes, shall be or become transferable as follows:

(i)Fifty percent (50%) of the vested Restricted Stock shall be immediately transferable; and

(ii)Fifty percent (50%) of the Restricted Stock shall become transferable upon the Participant’s Termination.

(C)    Effect of Termination. Notwithstanding anything to the contrary in Sections 2(A) and 2(B) of this Agreement:

(i)Death. If the Participant dies, all unvested Restricted Stock shall become fully vested and transferable on the date of death.

(ii)Disability. If the Participant Terminates due to Disability, all unvested Restricted Stock shall become fully vested and transferable on the date of Termination.


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EXHIBIT 10.3
(iii)    Terminations for Cause, Retirement or Any Reason Other than Death or Disability. If the Participant is Terminated for Cause or Terminates for Retirement or for any reason other than due to death or Disability, all unvested Restricted Stock shall be immediately forfeited on the Termination date.

(D)    Delivery of Shares. As soon as reasonably practicable after the Restricted Stock vests, the Company shall deliver to the Participant a stock certificate for, or other appropriate documentation evidencing, the number of shares of Company Stock with respect to which the restrictions have lapsed.

Section 3    Rights of the Participant Before Vesting

Before the Restricted Stock vests, the Participant (A) may exercise full voting rights associated with the shares of Company Stock underlying the Restricted Stock and (B) shall be entitled to receive all dividends paid with respect to the shares of Company Stock underlying the Restricted Stock; provided, however, that any dividends paid in shares of Company Stock shall be subject to the same restrictions as the shares of Restricted Stock granted under this Agreement.

Section 4    Covenants

(A)Non-Solicitation. The Participant acknowledges and understands that the Participant’s contacts with customers or potential customers of the Company and its Subsidiaries is due, at least in part, to the support and assistance provided by the Company during the term of the Participant’s employment, and therefore, that soliciting, diverting or appropriating such persons would unfairly harm the Company and its Subsidiaries. As a result, the Participant agrees that, during the term of the Participant’s employment and for a period of one (1) year thereafter, the Participant shall not, directly or indirectly:

(i)Contact any customer or prospective customer of the Company or any of its Subsidiaries, on the Participant’s behalf or on behalf of any other person or entity, of whom the Participant had knowledge, actual or imputed, or with whom the Participant had contact in whatever form during the Participant’s employment with the Company or any of its Subsidiaries for the purpose of soliciting the business of such person or inducing such person to acquire from any person or entity other than the Company or any of its Subsidiaries any product or service that currently is provided or under development by the Company or any of its Subsidiaries; or

(ii)    Attempt to solicit, or assist anyone in attempting to solicit, any employee of the Company or any of its Subsidiaries to terminate the employee’s employment with the Company or any of its Subsidiaries.

(B)Non-Disclosure of Confidential Information. The Participant acknowledges and understands that during the course of the Participant’s employment with the Company and/or its Subsidiaries, the Participant shall have access to Confidential Information (as defined below) that is maintained as confidential by the Company and its Subsidiaries, is highly valuable and proprietary to the Company and its Subsidiaries, and the disclosure of which to third parties, or the unauthorized access, acquisition, use, or attempted access, acquisition or use, of which would cause the Company and its Subsidiaries serious and unfair competitive disadvantage and harm. As a result, the Participant agrees that, during the Participant’s employment with the Company or any of its Subsidiaries, and at all times thereafter, regardless of the reason for the Termination of such employment:

2

EXHIBIT 10.3
(i)     The Participant shall not disclose to any third parties any Confidential Information or use such Confidential Information for any purpose other than to carry out the Participant’s employment responsibilities for the Company or one of its Subsidiaries;

(ii)     The Participant shall treat such Confidential Information as confidential, as required by law and this Agreement;

(iii)     The Participant shall only access, acquire, use, or attempt to access, acquire or use Confidential Information in performing the Participant’s duties for the Company or one of its Subsidiaries, and for no other reason; and

(iv)    Immediately upon Termination of the Participant’s employment for any reason, to return to the Company all Confidential Information in the Participant’s possession or control, as well as any Copies (as defined below) made of such Confidential Information and any other material, including handwritten notes, made or derived from such Confidential Information;

(v)     For purposes of this Agreement:

(I) “Confidential Information” means all trade secrets and/or proprietary information in whatever form (whether communicated orally or in documentary or other tangible form) belonging to the Company or one of its Subsidiaries that has not been published or disseminated or otherwise become a matter of public knowledge other than as a result of the Participant’s acts or omissions, including without limitation: business plans, financial or accounting information, rates, insurance payment and reimbursement information, research and development information, marketing or sales information, customer lists, lists of potential customers, contact information for any customer or potential customer, processes, computer programs, systems and software (including, without limitation, documentation and related source and object codes), customer renewal and expiration information, associate information, on-site program and support materials, training programs and associated materials, pricing lists, contracts, forms, methods, procedures and analyses and any other information that the Company or one of its Subsidiaries takes measures to prevent, in the ordinary course of business, from being available to persons other than those selected by the Company or one of its Subsidiaries.

(II)“Copies” includes all Confidential Information stored or maintained in electronic format or on electronic or magnetic media of any sort, including, without limitation, computer servers, PDAs, cell phones, I-Pods, smart cards, Blackberries, hard drives, zip drives, floppy disks, CD-ROMs, DVDs, and magnetic tapes.

(C)    Reasonableness of Restraints; Irreparable Harm; Breach No Defense. The Participant acknowledges that:

(i)    The covenants described in this Section 4 are reasonably necessary to protect the goodwill, trade secrets, and other legitimate business interests of the Company and its Subsidiaries and that such restraints shall not cause the Participant any undue hardship.

(ii)    Any breach of the covenants contained in this Section 4 would cause the Company or one of its Subsidiaries immediate and irreparable harm for which injunctive relief would be necessary and proper, and the Participant consents to the issuance of a
3

EXHIBIT 10.3
temporary restraining order and a preliminary injunction upon good faith presentment by the Company or one of its Subsidiaries of allegations demonstrating such breach without the necessity of proving damages or posting a bond therefor; provided, however, that nothing contained herein shall be construed to prohibit the Company or one of its Subsidiaries from pursuing all other legal remedies at its disposal including but not limited to monetary damages.


(iii)The covenants of this Section 4 are essential to this Agreement. They shall be construed as independent of any other provision in this Agreement, and the existence of any claim or cause of action of the Participant may have against the Company or one of its Subsidiaries, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company or one of its Subsidiaries of these covenants.

(iv)If the scope of any restriction contained in this Section 4 is too broad to permit enforcement of such restriction to its fullest extent, then such restriction shall be enforced to the maximum extent permitted by law, and the Participant hereby consents and agrees that such scope may be judicially modified accordingly in any proceeding brought to enforce such restriction.

Section 5    Restricted Stock Subject to Plan; Plan as Controlling

By entering into this Agreement, the Participant agrees and acknowledges that the Participant has received and read a copy of the Plan. All terms and conditions of the Plan applicable to the Restricted Stock which are not set forth in this Agreement shall be deemed incorporated herein by reference. In the event any term or condition of this Agreement is inconsistent or conflicts with the terms and conditions of the Plan, the Plan shall be deemed controlling. This Agreement is also subject to the terms and conditions of the Peoples Bancorp Inc. Executive Incentive Compensation Clawback Policy.

Section 6    Listing, Registration and Qualification

If the Committee determines that (A) the listing, registration or qualification of the shares of Company Stock underlying the Restricted Stock upon NASDAQ or any other established stock exchange, market or quotation system or under any state or federal law; (B) the consent or approval of any governmental or regulatory body; or (C) an agreement by the Participant with respect thereto, is necessary or desirable as a condition to the issuance of the shares of Company Stock underlying the Restricted Stock, the shares of Company Stock may not be issued unless and until such listing, registration, qualification, consent, approval, or agreement has been effected or obtained, free of any conditions which are not acceptable to the Committee.

If any shares of Company Stock subject to the Restricted Stock are issued upon the vesting thereof to a person who, at the time of such vesting or thereafter, is an affiliate of the Company for purposes of Rule 144 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), or are issued in reliance upon exemptions under the securities laws of any state, then upon such issuance:

    (i)    Unless permitted by the Plan, such shares of Company Stock shall not be transferable by the holder thereof, and neither the Company nor its transfer agent or registrar, if any, shall be required to register or otherwise to give effect to any transfer thereof and may prevent any such transfer, unless the Company shall have received an opinion from its counsel to the effect that any such transfer would not violate the Securities Act or the applicable laws of any state; and
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EXHIBIT 10.3

    (ii)    The Company may cause any stock certificate which may evidence any of such shares of Company Stock to bear a legend reflecting the applicable restrictions on the transfer thereof.

Section 7    Tax Withholding

The Company shall have the power and the right to deduct or withhold, or require the Participant to remit to the Company, the minimum statutory amount to satisfy federal, state and local taxes required by law or regulation to be withheld with respect to any taxable event arising as a result of the Plan. With respect to withholding required upon any taxable event arising as a result of the Restricted Stock, the Participant may elect, subject to the approval of the Committee, to satisfy the withholding requirement, in whole or in part, by having the Company withhold shares of Company Stock having a Fair Market Value on the date the tax is to be determined equal to the minimum statutory total tax that could be imposed on the transaction. All such elections shall be irrevocable, made in writing and signed by the Participant, and shall be subject to any restrictions or limitations that the Committee, in its sole discretion, deems appropriate. Notwithstanding the foregoing, subject to the approval of the Committee, the Participant may authorize the Company to deduct or withhold a higher level of tax withholding provided that such higher withholding level would not have a negative accounting impact for the Company.

Section 8    Miscellaneous

(A)No Guarantee of Continued Employment. The grant of Restricted Stock under this Agreement shall not: (A) confer upon the Participant any right to continue in the employ of the Company or any of its Subsidiaries; (B) limit in any way the right of the Company or any of its Subsidiaries to Terminate the Participant; or (C) be evidence of any agreement or understanding express or implied, that the Participant has a right to continue as an employee for any period of time or at any particular rate of compensation.

(B)Beneficiary Designation. The Participant may name a beneficiary or beneficiaries to receive any shares of Company Stock underlying the Restricted Stock due to the Participant upon the Participant’s death. Unless otherwise provided in the beneficiary designation, each designation made shall revoke all prior designations made by the Participant, must be made on a form prescribed by the Committee and shall be effective only when filed in writing with the Committee. If the Participant has not made an effective beneficiary designation, the deceased Participant’s beneficiary shall be the Participant’s surviving spouse or, if there is no surviving spouse, the deceased Participant’s estate. The identity of a Participant’s designated beneficiary shall be based only on the information included in the latest beneficiary designation form completed by the Participant and shall not be inferred from any other evidence.

(C)Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Ohio without regard to the principles of conflict of laws.

(D)Rights and Remedies Cumulative. All rights and remedies of the Company and of the Participant enumerated in this Agreement shall be cumulative and, except as expressly provided otherwise in this Agreement, none shall exclude any other rights or remedies allowed by law or in equity, and each of said rights or remedies may be exercised and enforced concurrently.

(E)Captions. The captions contained in this Agreement are included only for convenience of reference and do not define, limit, explain or modify this Agreement or its
5

EXHIBIT 10.3
interpretation, construction or meaning and are no way to be construed as a part of this Agreement.

(F)Notices and Payments. All payments required or permitted to be made under the provisions of this Agreement, and all notices and communications required or permitted to be given or delivered under this Agreement to the Company or to the Participant, which notices or communications must be in writing, shall be deemed to have been given if delivered by hand, or mailed by first-class mail (postage prepaid), and addressed as follows:

    If to the Company, to:

        Peoples Bancorp Inc.
        Attn.: Compensation Committee
        138 Putnam Street
        P. O. Box 738
        Marietta, Ohio 45750-0738

If to the Participant, to the last address on file for the Participant with the Company.

The Company or the Participant may, by notice given to the other in accordance with this Agreement, designate a different address for making payments required or permitted to be made, and for the giving of notices or other communications, to the party designating such new address. Any payment, notice or other communication required or permitted to be made or given in accordance with this Agreement shall be deemed to have been made or given upon receipt thereof by the addressee.
    
(G)Severability. If any provision of this Agreement, or the application of any provision hereof to any person or any circumstance, shall be determined to be invalid or unenforceable, then such determination shall not affect any other provision of this Agreement or the application of said provision to any other person or circumstance, all of which other provisions shall remain in full force and effect, and it is the intention of each party to this Agreement that if any provision of this Agreement is susceptible of two or more constructions, one of which would render the provision enforceable and the other or others of which would render the provision unenforceable, then the provision shall have the meaning which renders it enforceable.

(H)Number and Gender. When used in this Agreement, the number and gender of each pronoun shall be construed to be such number and gender as the context, circumstances or its antecedent may require.

(I)Entire Agreement. This Agreement constitutes the entire agreement between the Company and the Participant in respect of the Restricted Stock granted hereunder, and supersedes all prior and contemporaneous agreements or understandings between the parties hereto in connection with the Restricted Stock granted hereunder. Subject to Section 12.2(b) of the Plan, no change, termination or attempted waiver of any of the provisions of this Agreement shall be binding upon either party hereto unless contained in a writing signed by the party to be charged. Notwithstanding the foregoing or anything in this Agreement to the contrary, this Agreement may be amended without any additional consideration to the Participant to the extent necessary to comply with, or avoid penalties under, Section 409A of the Code even if any such amendment reduces, restricts or eliminates rights granted prior to such amendment.

6

EXHIBIT 10.3
(J)Signature in Counterparts. This Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.


IN WITNESS WHEREOF, the parties hereto have executed, or caused this Agreement to be executed, to be effective as of the Grant Date.


Company:
PEOPLES BANCORP INC.,
an Ohio corporation
Participant:
_____________[Name]
Senior Vice President and
Secretary to the Compensation Committee
Street Address
City, State, and Zip Code
Date:                         
Date:                         



7

EXHIBIT 31.1

CERTIFICATIONS

I, Charles W. Sulerzyski, certify that:
 
1.I have reviewed this Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023, of Peoples Bancorp Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):

a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

 
Date:November 2, 2023       By:/s/CHARLES W. SULERZYSKI
   Charles W. Sulerzyski
   President and Chief Executive Officer

EXHIBIT 31.2

CERTIFICATIONS

 
I, Katie Bailey, certify that:
 
1.I have reviewed this Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023, of Peoples Bancorp Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):

a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
 
Date:November 2, 2023 By:/s/KATIE BAILEY
   Katie Bailey
   Executive Vice President,
   Chief Financial Officer and Treasurer

EXHIBIT 32

CERTIFICATIONS PURSUANT TO SECTION 1350
OF CHAPTER 63 OF TITLE 18 OF THE UNITED STATES CODE*


In connection with the Quarterly Report of Peoples Bancorp Inc. (“Peoples Bancorp”) on Form 10-Q for the quarterly period ended September 30, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Charles W. Sulerzyski, President and Chief Executive Officer of Peoples Bancorp, and I, Katie Bailey, Executive Vice President, Chief Financial Officer and Treasurer of Peoples Bancorp, certify, pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
 
(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2)The information contained in the Report fairly presents, in all material respects, the consolidated financial condition and results of operations of Peoples Bancorp and its subsidiaries.

 
Date:November 2, 2023       By: /s/CHARLES W. SULERZYSKI
   Charles W. Sulerzyski
   President and Chief Executive Officer

Date:November 2, 2023       By:/s/KATIE BAILEY
   Katie Bailey
   Executive Vice President,
   Chief Financial Officer and Treasurer

 

* These certifications are being furnished as required by Rule 13a-14(b) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Section 1350 of Chapter 63 of Title 18 of the United States Code, and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liability of that Section. These certifications shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act.