PEOPLES BANCORP INCPEBO

PEOPLES BANCORP INC Stock Compensation Disclosure

10-KFiled Feb 26, 20263 min read
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 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 2025, Peoples granted an aggregate of 158,200 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. During 2025, Peoples granted to certain key employees an aggregate of 55,923 restricted common shares subject to time-based vesting, the majority of which will vest three years after the grant date.
The following summarizes the changes to Peoples’ outstanding restricted common shares for the year ended December 31, 2025:
Time-Based VestingPerformance-Based Vesting
 Number of Common SharesWeighted-Average Grant Date Fair ValueNumber of Common SharesWeighted-Average Grant Date Fair Value
Outstanding at January 1140,231 $28.72 586,227 $29.67 
Awarded55,923 29.92 158,200 33.41 
Released(47,398)30.68 (141,821)32.21 
Forfeited(21,084)28.83 (54,695)29.37 
Outstanding at December 31127,672 $28.49 547,911 $30.08 
The total intrinsic value of restricted common shares released was $6.1 million, $2.7 million and $3.7 million in 2025, 2024 and 2023, respectively.
Stock-Based Compensation
Peoples recognizes stock-based compensation expense, which is included as a component of Peoples’ salaries and employee benefit costs, for restricted 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 summarizes the amount of stock-based compensation and related tax benefit recognized for the years ended December 31:
(Dollars in thousands)202520242023
Employee stock-based compensation expense:
  Restricted common share grant expense$6,261 $6,815 $5,336 
  Employee stock purchase plan expense139 158 140 
  Total employee stock-based compensation expense6,400 6,973 5,476 
Non-employee director stock-based compensation expense509 492 548 
  Total stock-based compensation expense6,909 7,465 6,024 
Recognized tax benefit(1,591)(1,740)(1,402)
Net expense recognized$5,318 $5,725 $4,622 
Restricted common shares were the primary form of stock-based compensation awards granted by Peoples in 2025, 2024 and 2023. The fair value of restricted common share awards on the grant date is based on the market price of Peoples’ common shares as of the grant date. Total unrecognized stock-based compensation related to unvested restricted common share awards was $5.9 million at December 31, 2025, which will be recognized over a weighted-average period of 1.8 years.
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Historical Timeline

Fiscal YearFiled
2025Feb 26, 2026Showing above
2024Feb 27, 2025
2023Feb 28, 2024
2022Feb 27, 2023
2021Mar 15, 2022
2020Mar 1, 2021

About Stock Compensation Disclosures

Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.

Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.

Other Available Disclosures

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