Announcement • Apr 21

Peoples Bancorp Inc. (NasdaqGS:PEBO) signed a definitive agreement and plan of merger to acquire Citizens National Corporation (OTCPK:CZNL) for $79.1 million.

Peoples Bancorp Inc. (NasdaqGS:PEBO) signed a definitive agreement and plan of merger to acquire Citizens National Corporation (OTCPK:CZNL) for $79.1 million on April 20, 2026. Shareholders of Citizens will receive 2.10 shares of Peoples common stock plus $8.00 in cash for each share of Citizens' common stock. The transaction is intended to qualify as a tax-free reorganization for federal income tax purposes and to provide a tax-free exchange for Citizens stockholders for the stock consideration received. Based on Peoples' 20-day volume-weighted average price per share of $33.52 on April 20, 2026, the aggregate deal value is approximately $76.6 million, or $78.39 per share. The transaction includes deal value/TBV: 118%, deal value/LTM Earnings: 12.7x, TBV Dilution at close: 0.9% | TBV Earnback Period: <1 Year and 2027 EPS accretion: 5.6%. Further, it includes Pro forma TCE ratio: 9.5%, Pro forma CET1 ratio: 12,6% and all other regulatory capital ratios remain well capitalized. Under the terms of the Merger Agreement, Citizens will merge with and into Peoples (the "Merger"), and Citizens Bank will subsequently merge with and into Peoples' wholly owned subsidiary, Peoples Bank. The acquisition is expected to close during the second half of 2026, subject to the satisfaction of customary closing conditions, including regulatory approvals and the approval of the shareholders of Citizens. The merger agreement has been unanimously approved by the Boards of Directors of both companies.The transaction is expected to be immediately accretive to Peoples' estimated earnings, with a tangible book value earnback of less than one year and an internal rate of return in excess of 20%. Raymond James & Associates, Inc. acted as financial advisor and Vorys, Sater, Seymour and Pease LLP acted as legal advisor to Peoples. Forvis Mazars Capital Advisors, LLC acted as financial advisor and FBT Gibbons LLP acted as legal advisor to Citizens. Hovde Group, LLC issued a fairness opinion to Citizens.

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