Peoples Bancorp Inc. and Citizens National Corporation jointly announced the signing of a definitive agreement and plan of merger (the "Merger Agreement") pursuant to which Peoples will acquire Citizens, a bank holding company headquartered in Paintsville, Kentucky, and the parent company of Citizens Bank of Kentucky Inc. ("Citizens Bank"), in a cash and stock transaction. 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, in a transaction valued at approximately $76.6 million.

Citizens, through its community bank subsidiary and 132 employees, operates 12 branches located primarily in Eastern Kentucky. As of March 31, 2026, Citizens had, on a consolidated basis, $686 million in total assets, which included $342 million in gross loans, and $586 million in total deposits.

"We are pleased to expand our footprint in Kentucky through the acquisition of an exceptional franchise in Citizens Bank of Kentucky. Their locations are within areas that mean a lot to us," said Tyler Wilcox, President and Chief Executive Officer of Peoples. "Citizens' low-cost deposits and high level of balance sheet liquidity allow us to not only strengthen the Peoples' deposit base but to also maintain the flexibility to remain under $10 billion in assets. We look forward to growing in Eastern Kentucky, working alongside Citizens' employees, customers, and communities. Soon we will be able to offer more locations, products, and services to both Citizens and Peoples customers, making a greater impact in our Eastern Kentucky communities."

Leisha Maynard, President and Chief Executive Officer of Citizens, added "We are looking forward to joining an outstanding organization that will continue our strong culture and believe this partnership will deliver meaningful value to our shareholders as well as to our customers and the communities we serve. Peoples has built a strong reputation in community banking and their experience in successful acquisition integrations will help deliver their relationship and community-driven culture to all of the Citizens stakeholders."

According to the terms of the Merger Agreement, which has been unanimously approved by the Boards of Directors of both companies, 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 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%.

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.