LMST Limestone Bancorp Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant  ☒

Filed by a party other than the Registrant  ☐

Check the appropriate box:

LIMESTONE BANCORP, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

To the Shareholders of Peoples Bancorp Inc. and Limestone Bancorp, Inc.

MERGER PROPOSAL — YOUR VOTE IS VERY IMPORTANT

Peoples Bancorp Inc. (“Peoples”) and Limestone Bancorp, Inc. (“Limestone”), have entered into an Agreement and Plan of Merger dated as of October 24, 2022 (the “Merger Agreement”), which provides for the merger of Limestone with and into Peoples, with Peoples being the surviving entity (the “Merger”). Consummation of the Merger is subject to certain conditions, including, but not limited to, obtaining the requisite vote of the shareholders of Peoples and Limestone and the approval of the Merger by various regulatory agencies.

The proposed Merger will bring together two customer-focused organizations with deep commitments to the communities they serve, and will be a great benefit to all stakeholders and will drive significant opportunities to further propel Peoples towards its vision of becoming the “Best Community Bank in America.” Both Peoples and Limestone share a community banking philosophy that is focused on customers and is built upon providing exceptional advice and service to its customers. Overall, the Merger will benefit Limestone’s customers by providing them access to a broader array of products and services, such as Peoples trust/wealth management and insurance segments.

Under the terms of the Merger Agreement, shareholders of Limestone will be entitled to receive from Peoples, after the Merger is completed, merger consideration payable in the form of Peoples common shares to be calculated as set forth in the Merger Agreement. At the effective time of the Merger, each share of Limestone common stock will be converted into the right to receive 0.90 Peoples common shares. Holders of Peoples common shares will continue to own their existing shares of Peoples common shares. Peoples common shares are traded on the Nasdaq Global Select Market^® under the symbol “PEBO.” On October 24, 2022, the date of execution of the Merger Agreement, the closing price of Peoples common shares was $30.81 per share. On December 5, 2022, the closing price of Peoples common shares was $29.53 per share. Limestone common shares are traded on the Nasdaq Capital Market^® under the symbol “LMST.” On October 24, 2022, the date of execution of the Merger Agreement, the closing price of Limestone common shares was $19.65 per share. On December 5, 2022, the closing price of Limestone common shares was $25.54 per share. The value of the Peoples common shares at the time of completion of the Merger could be greater than, less than or the same as the value of Peoples common shares on the date of this joint proxy statement/prospectus. We urge you to obtain current market quotations of Peoples common shares and Limestone common shares.

Peoples will not issue any fractional shares of common shares in connection with the Merger. Instead, each holder of Limestone common stock who would otherwise be entitled to receive a fraction of Peoples common shares (after taking into account all shares of Limestone common stock owned by such holder at the effective time of the Merger) will receive cash (rounded to the nearest cent), without interest, in an amount equal to the Peoples fractional common share to which such holder would otherwise be entitled to multiplied by the daily volume-weighted average closing sale price of Peoples common shares on the Nasdaq Global Select Market^® as reported in The Wall Street Journal for the five (5) consecutive full trading days ending with the trading day immediately preceding the effective date of the Merger.

Peoples and Limestone will each hold a special meeting of its shareholders to vote on the adoption and approval of the Merger Agreement. The special meeting of Peoples shareholders will be held only by virtual means at 10:00 a.m., Eastern Standard Time, on February 23, 2023, via live webcast at www.proxydocs.com/pebo. Shareholders will not be able to attend the special meeting in person but may participate by joining the live webcast. The special meeting of Limestone shareholders will be held at 9:00 a.m., Eastern Standard Time, on February 23, 2023, at in the Conference Center on the second floor of Limestone’s main office located at 2500 Eastpoint Parkway, Louisville, Kentucky 40223.

At each special meeting, shareholders will be asked to approve and adopt the Merger Agreement, and the transactions contemplated thereby, including the Merger. Shareholders will also be asked to approve the adjournment of the special meeting, if necessary, to solicit additional proxies in favor of the Merger Agreement and the transactions contemplated thereby, including the Merger.

This document is a joint proxy statement/prospectus of both Peoples and Limestone, that each is using to solicit proxies for use at their respective special meetings of shareholders to vote on the Merger. It is also a prospectus relating to Peoples’ offer and sale of its common shares in connection with the Merger. This joint proxy statement/prospectus describes the Peoples special meeting, the Limestone special meeting, the Merger proposal, and other related matters.

The boards of directors of Peoples and Limestone each approved the Merger Agreement and the transactions contemplated thereby, including the Merger, and recommend that shareholders vote “FOR” each of the proposals to be considered at the respective meetings.

You are encouraged to read this document, including the materials incorporated by reference into this document, carefully. In particular, you should read the “RISK FACTORS” section beginning on page 21 for a discussion of the risks related to the Merger and owning Peoples common shares after the Merger.

Whether or not you plan to attend your company’s special meeting, your board urges you to vote by either completing, signing and returning the enclosed proxy card in the enclosed postage-paid envelope, or, for the Peoples special meeting, submitting your proxy by telephone or over the internet.

Not voting by proxy or at the special meeting will have the same effect as voting against the adoption and approval of the Merger Agreement. Your board urges you to read carefully this joint proxy statement/prospectus, which contains a detailed description of your company’s special meeting, the Merger proposal, Peoples common shares to be issued in the Merger and other related matters.

Sincerely,				Sincerely,
Charles W. Sulerzyski President & Chief Executive Officer Peoples Bancorp Inc.				John T. Taylor President & Chief Executive Officer Limestone Bancorp, Inc.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of Peoples common shares to be issued in the Merger or determined if this joint proxy statement/prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The securities to be issued in connection with the Merger described in this joint proxy statement/prospectus are not savings accounts, deposit accounts or other obligations of any bank or savings association and are not insured by the Federal Deposit Insurance Corporation or any other federal or state governmental agency.

This joint proxy statement/prospectus is dated January 10, 2023, and it

is first being mailed to Peoples and Limestone shareholders on or about January 12, 2023. 

Notice of Special Meeting of Shareholders

To be held at 9:00 a.m., Eastern Standard Time, on February 23, 2023,

at Limestone Bancorp, In. 2500 Eastpoint Parkway, Louisville, Kentucky 40223-4156

To the Shareholders of Limestone Bancorp, Inc.:

Notice is hereby given that a special meeting of the shareholders of Limestone Bancorp, Inc. (“Limestone”) will be held at 9:00 a.m., Eastern Standard Time, on February 23, 2023, in the Conference Center on the second floor of Limestone’s main office located at 2500 Eastpoint Parkway, Louisville, Kentucky 40223, for the purpose of considering and voting on the following matters:

Holders of record of Limestone common shares at the close of business on December 30, 2022, the record date, are entitled to notice of and to vote on each of these proposals at the special meeting and any adjournment or postponement of the special meeting. In addition, holders of record of Limestone non-voting common shares at the close of business on December 30, 2022, the record date, are entitled to notice of and to vote on the Merger proposal at the special meeting and any adjournment or postponement of the special meeting. The affirmative vote of the holders of at least a majority of Limestone’s common shares and a majority of Limestone’s non-voting common shares is required to adopt and approve the Agreement and Plan of Merger.

A joint proxy statement/prospectus and proxy card for the special meeting are enclosed. A copy of the Agreement and Plan of Merger is attached as Annex A to the joint proxy statement/prospectus.

Shareholders of Limestone have dissenters’ rights with respect to the merger under the Kentucky Business Corporation Act. Shareholders who assert their dissenters’ rights and comply with the procedural requirements of Subtitle 13 of the Kentucky Business Corporation Act will be entitled to receive payment of the fair value of their shares in cash in accordance with Kentucky law. A copy of Subtitle 13 of the Kentucky Business Corporation Act is attached as Annex B to the joint proxy statement/prospectus.

Your vote is very important, regardless of the number of shares of Limestone common stock you own. Please vote as soon as possible to make sure that your shares of common stock are represented at the special meeting. If you are a holder of record, you may cast your vote in person at the special meeting or, to ensure that your shares of Limestone common stock are represented at the special meeting, you may vote your shares by completing, signing and returning the enclosed proxy card. If your shares are held in a stock brokerage account or by a bank or other nominee (in “street name”), please follow the voting instructions provided by your broker, bank or nominee.

The Limestone board of directors unanimously recommends that you vote (1) “FOR” the adoption and approval of the Agreement and Plan of Merger, (2) “FOR” the approval of the specified compensation, and (3) “FOR” the proposal to adjourn the special meeting, if necessary, to solicit additional proxies.

In the Limestone adjournment proposal, Limestone is asking the holders of common shares to authorize the holder of any proxy solicited by the Limestone board of directors to vote in favor of granting discretionary authority to the proxy holders to adjourn the Limestone Special Meeting to another date, time and place for the purpose of soliciting additional proxies. If the Limestone shareholders approve the adjournment proposal, Limestone could adjourn the Limestone Special Meeting and any adjourned session of the Limestone Special Meeting and use the additional time to solicit additional proxies, including the solicitation of proxies from Limestone shareholders who have previously voted.

Limestone’s Bylaws provide that if a quorum is not present at a shareholders’ meeting, the chairman of the meeting or the holders of the majority in voting power of shares of Limestone entitled to vote who are present, in person or by proxy, may adjourn the meeting to another place, date and time.

The Limestone board of directors recommends a vote “FOR” the Limestone adjournment proposal.

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THE SPECIAL MEETING OF SHAREHOLDERS OF PEOPLES

Time, Date and Place

This joint proxy statement/prospectus is being provided to Peoples shareholders in connection with the solicitation of proxies by the Peoples board of directors for use at the special meeting of shareholders to be held virtually at 10:00 a.m., Eastern Standard Time, on February 23, 2023, via live webcast at www.proxydocs.com/pebo, including any adjournments of the special meeting.

Matters to be Considered

At the Peoples Special Meeting, the shareholders of Peoples will be asked to consider and vote upon the following matters:

The board of directors of Peoples believes that the Merger with Peoples is in the best interests of Peoples shareholders and recommends that you vote (1) “FOR” the adoption and approval of the Merger Agreement, and (2) “FOR” the proposal to adjourn the special meeting of Peoples shareholders, if necessary, to solicit additional proxies.

Record Date; Shares Outstanding and Entitled to Vote

The board of directors of Peoples has fixed the close of business on December 30, 2022, as the record date for determining the Peoples shareholders who are entitled to notice of and to vote at the Peoples Special Meeting of shareholders. Only holders of Peoples common shares at the close of business on the record date will be entitled to notice of and to vote at the Peoples Special Meeting.

As of the close of business on December 30, 2022, there were 28,287,837 Peoples common shares outstanding and entitled to vote at the special meeting. As of the same date, there were no shares of Peoples preferred stock outstanding. The Peoples common shares were held of record by approximately 4,196 shareholders. Each Peoples common share entitles the holder to one vote on all matters properly presented at the special meeting.

Votes Required; Quorum

Under Peoples’ Amended Articles of Incorporation, the adoption and approval of the Merger Agreement, as well as the approval of the issuance of common shares, requires the affirmative vote of the holders of at least a majority of the Peoples common shares outstanding and entitled to vote at the special meeting. Approval of an adjournment of the special meeting requires the affirmative vote of the holders of a majority of Peoples common shares represented, in person or by proxy, at the special meeting.

As of December 30, 2022, directors of Peoples owned an aggregate of 543,321.31 Peoples common shares, an amount equal to approximately 1.92% of the outstanding Peoples common shares. As of the date of this joint proxy statement/prospectus, Peoples and its directors, executive officers and affiliates beneficially owned no shares Limestone common stock.

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Your vote is important. The adoption and approval of the Merger Agreement and the issuance of common shares requires the affirmative vote of the holders of at least a majority of the Peoples common shares outstanding and entitled to vote at the Peoples Special Meeting. Beneficial owners who hold Peoples common shares in “street name” through a broker must instruct their broker how to vote these Peoples common shares on the adoption and approval of the Merger Agreement. Without specific instructions from the beneficial owners brokers are prohibited from voting such shares. If you fail to vote or if you mark “ABSTAIN” on your proxy card, or if your Peoples common shares are held in “street name” and you fail to instruct your broker how to vote, it will have the same effect as a vote “AGAINST” the adoption and approval of the Merger Agreement.

A quorum, consisting of the holders of a majority of the outstanding Peoples common shares, must be present in person or by proxy at the Peoples Special Meeting before any action, other than the adjournment of the special meeting, can be taken. A properly executed proxy card marked “ABSTAIN” or voting instructions via the internet or by telephone instructing abstentions will be counted for purposes of determining whether a quorum is present.

The Peoples board of directors does not expect any matters other than the adoption and approval of the Merger Agreement, and, if necessary, the approval of the adjournment of the special meeting to solicit additional proxies, to be brought before the Peoples Special Meeting. If any other matters are properly brought before the special meeting for consideration, Peoples common shares represented by properly executed proxy cards or by properly-authenticated internet or telephone voting instructions that are submitted prior to the deadline for doing so will be voted, to the extent permitted by applicable law, in the discretion of the persons named in the proxy card in accordance with their best judgment.

Solicitation and Revocation of Proxies

A proxy card accompanies each copy of this joint proxy statement/prospectus mailed to Peoples shareholders. Your proxy is being solicited by the board of directors of Peoples. Whether or not you attend the special meeting, the Peoples board of directors urges you to promptly submit your proxy by telephone, over the internet, or by mail by returning your properly executed proxy card as soon as possible. If you timely submit a valid proxy card prior to the Peoples Special Meeting, or timely submit your voting instructions via the internet or by telephone, and do not revoke it prior to its use, the Peoples common shares represented by that proxy card will be voted at the special meeting or, if appropriate, at any adjournment of the special meeting. Peoples common shares will be voted as specified on the proxy card or, in the absence of specific instructions to the contrary, will be voted “FOR” the adoption and approval of the Merger Agreement, and “FOR” the approval of the adjournment of the special meeting, if necessary, to solicit additional proxies.

Unless revoked, the common shares represented by such proxies will be voted at the Peoples Special Meeting. If you are a registered shareholder, you may revoke or change your vote at any time before the closing of the polls during the Peoples Special Meeting:

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Your attendance at the special meeting will not, by itself, revoke your proxy.

If you hold your Peoples common shares in “street name” through a broker, bank or other nominee, you must provide your broker, bank or nominee (the record holder of Peoples common shares) with instructions on how to vote your Peoples common shares. Your broker, bank or other nominee will provide you with a proxy card and voting instructions. If you have instructed your broker, bank or other nominee to vote your common shares, you must follow the directions received from your broker, bank or other nominee to change or revoke your vote.

Peoples will bear its own cost of solicitation of proxies on behalf of the Peoples board of directors. To assist in the solicitation of proxies, Peoples has retained Georgeson, Inc., a proxy soliciting firm, to assist in the solicitation of proxies for a fee of $10,000, $6.95 per successful telephone contact with a shareholder, $5.25 per telephone vote received, and out-of-pocket expenses. Proxies will be solicited by mail, and may be further solicited by additional mailings, personal contact, telephone, facsimile or electronic mail, by directors, officers and employees of Peoples, none of whom will receive additional compensation for their solicitation activities. Peoples will also pay the standard charges and expenses of brokerage houses, voting trustees, banks, associations and other custodians, nominees and fiduciaries, who are record holders of Peoples common shares not beneficially owned by them, for forwarding this joint proxy statement/prospectus and other proxy solicitation materials to, and obtaining proxies from, the beneficial owners of Peoples common shares entitled to vote at the Peoples Special Meeting.

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PROPOSALS SUBMITTED TO PEOPLES SHAREHOLDERS

Peoples Merger Proposal

In order to complete the Merger, Peoples will need to issue common shares in excess of 20% of the number of common shares currently outstanding. Under the Nasdaq Stock Market Rules, a company listed on the Nasdaq is required to obtain shareholder approval prior to the issuance of common stock, or of securities convertible into or exercisable for common stock, in any transaction or series of related transactions if the number of shares of common stock to be issued is, or will be upon issuance, equal to or in excess of 20% of the number of shares of common stock outstanding before the issuance of the common stock or of securities convertible into or exercisable for common stock. Peoples is asking its shareholders to adopt and approve the Merger Agreement, pursuant to which, among other things, Peoples will issue Peoples common shares in connection with the Merger.

For a detailed discussion of the terms and conditions of the Merger Agreement, please see the section entitled “The Merger.” Peoples shareholders should read this document carefully in its entirety for more detailed information regarding the Merger Agreement and the Merger. In particular, shareholders are directed to the copy of the Merger Agreement attached as Annex A to this joint proxy statement/prospectus.

The board of directors of Peoples recommends a vote “FOR” the approval and adoption of the Merger Agreement, and the transactions contemplated thereby, including the Peoples share issuance.

Peoples Adjournment Proposal

The Peoples Special Meeting may be adjourned to another time or place, if necessary or appropriate, to permit, among other things, the solicitation of additional proxies if there are insufficient votes at the time of the Peoples Special Meeting to approve and adopt the Merger Agreement and the issuance of common shares. If, at the time of the Peoples Special Meeting, the number of common shares of Peoples present or represented and voting in favor of the Merger Agreement proposal is insufficient to approve and adopt the Merger Agreement and the issuance of common shares, Peoples intends to move to adjourn the Peoples Special Meeting in order to enable the Peoples board of directors to solicit additional proxies for approval of the proposal. In that event, Peoples will ask the Peoples shareholders to vote only upon the adjournment proposal and not the Merger proposal or the proposal on the issuance of common shares.

In the Peoples adjournment proposal, Peoples is asking its shareholders to authorize the holder of any proxy solicited by the Peoples board of directors to vote in favor of granting discretionary authority to the proxy holders to adjourn the Peoples Special Meeting to another time and place for the purpose of soliciting additional proxies. If the Peoples shareholders approve the adjournment proposal, Peoples could adjourn the Peoples Special Meeting and any adjourned session of the Peoples Special Meeting and use the additional time to solicit additional proxies, including the solicitation of proxies from Peoples shareholders who have previously voted.

The Peoples board of directors recommends a vote “FOR” the Peoples adjournment proposal.

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DISSENTERS’ RIGHTS

Rights of Dissenting Limestone Shareholders

The following summarizes the provisions of Kentucky law relating to the dissenters’ rights of shareholders. The provisions of Sections 271B.13-010 through 271B.13-310 of the KBCA, which control a Limestone shareholder’s right to dissent from the Merger, are attached in full as Annex B to this joint proxy statement/prospectus. We urge you to read Annex B in its entirety.

Any shareholder of record of Limestone who objects to the Merger and who fully complies with Sections 271B.13-010 through 271B.13-310 of the KBCA will be entitled to demand and receive payment, if the Merger is consummated, in cash of an amount equal to the fair value of all, but not less than all, of his or her Limestone common stock. A shareholder of record may, however, assert dissenters’ rights as to fewer than all of the shares registered in his or her name if he or she dissents with respect to all shares beneficially owned by any one beneficial owner and notifies Limestone in writing of the name and address of each person on whose behalf he or she asserts dissenters’ rights.

For the purpose of determining the amount to be received in connection with the exercise of statutory dissenters’ rights, the fair value of a dissenting shareholder’s Limestone common stock equals the value of the shares immediately before the effective date of the Merger, excluding any appreciation or depreciation in anticipation of the Merger, unless exclusion would be inequitable.

Any Limestone shareholder desiring to dissent from the Merger and receive payment of the fair value of his or her Limestone common stock must:

Only a record shareholder may assert dissenters’ rights, except that a beneficial owner of shares held in a voting trust or by a nominee as the record shareholder (as in the case of shares held in a brokerage account) may assert dissenters’ rights on his or her own behalf if: (i) the record shareholder’s written consent to the dissent is submitted to Limestone not later than the time the beneficial shareholder asserts dissenters’ rights; and (ii) the beneficial owner asserts dissenters’ rights with respect to all shares of which he or she is the beneficial owner or over which he or she has the power to direct the vote.

All written communications from shareholders with respect to the exercise of dissenters’ rights should be mailed before the Merger is completed to Limestone Bancorp, Inc., 2500 Eastpoint Parkway, Louisville, Kentucky 40223, Attention: Secretary, and after the Merger is completed to Peoples Bancorp Inc., 138 Putnam Street, P.O. Box 738, Marietta, Ohio 45750, Attention: Investor Relations. Voting against, abstaining from voting or failing to vote on the proposal to approve the Merger Agreement is not enough to satisfy the requirements of the KBCA. You must also comply with all of the conditions relating to the separate written notice of intent to dissent from the Merger, the separate written demand for payment of the fair value of Limestone common stock and the deposit of the stock certificates.

The dissenters’ notice sent to dissenting shareholders will:

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Following the later to occur of the date on which the Merger is completed or the date on which Peoples receives a payment demand from a dissenting shareholder who has complied with the statutory requirements, Peoples will pay the dissenter the estimated fair value of his or her shares, plus accrued interest. Peoples’ payment will be accompanied by:

After the Merger, Peoples may, under Section 271B.13-270, elect to withhold payment from a dissenter who became the beneficial owner of the shares on or after the date of the first public announcement of the terms of the Merger. If Peoples makes such an election, it must estimate the fair value of the shares, plus accrued interest, and send an offer to the dissenter that includes the estimate of the fair value, an explanation of how the interest was calculated, and a statement of the dissenters’ right to demand payment of a different amount under Section 271B.13-280. Peoples must pay the offer amount to each such dissenting shareholder who agrees to accept it in full satisfaction of his or her demand.

If Peoples fails to pay (except as provided in Section 271B.13-270) the estimated fair value of shares with respect to which a dissenter has complied with the dissenting shareholder requirements within 60 days of the date for demanding payment set forth in the dissenters’ notice, such dissenting shareholder may notify Peoples in writing of his or her own estimate of the fair value of his or her shares and the amount of interest due, and demand payment of his or her estimate.

If the dissenting shareholder believes the amount Peoples paid or offered is less than the fair value of the shares or that the interest due is incorrectly calculated, within 30 days after Peoples makes or offers payment for the shares of a dissenting shareholder, the dissenting shareholder must demand payment of his or her own estimate of the fair value of the shares and interest due. A dissenter waives the right to demand payment unless he or she notifies Peoples of his or her demand in writing within 30 days after Peoples made or offered payment for his or her shares. If the demand for payment of the different amount under Section 271B.13-280 remains unsettled, then Peoples, within 60 days after receiving the payment demand of a different amount from the dissenting shareholder, must file an action in the Jefferson County, Kentucky circuit court requesting that the fair value of the dissenting shareholder’s shares be determined. Peoples must make all dissenting shareholders whose demands remain unsettled parties to the proceeding. If Peoples does not begin the proceeding within the 60-day period, it must pay the amount demanded by each dissenting shareholder whose demand remains unsettled.

The foregoing description of the procedures to be followed in exercising dissenters’ rights available to holders of Limestone common stock pursuant to Subtitle 13 of the KBCA may not be complete and is qualified

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in its entirety by reference to the full text of Subtitle 13 of the KBCA (Chapter 271B, Subtitle 13, Title XXIII of the Kentucky Revised Statutes) attached as Annex B to this joint proxy statement/prospectus. Ensuring perfection of dissenters’ rights can be complicated. The procedural rules are specific and must be followed precisely. A Limestone shareholder’s failure to comply with these procedural rules may result in his or her becoming ineligible to pursue dissenters’ rights.

U.S. shareholders should note that dissenting shareholders will recognize gain or loss for federal income tax purposes on cash paid to them in satisfaction of the fair value of their shares, and should consult their tax advisors accordingly. See “THE MERGER—Material U.S. Federal Income Tax Consequences of the Merger” beginning on page 64 of this joint proxy statement/prospectus.

Failure by any shareholder to follow the complex steps required by the KBCA for properly asserting dissenters’ rights may result in the loss of those rights. If you are considering dissenting from the approval of the Merger Agreement and asserting your dissenters’ rights under the KBCA, you should consult your legal advisor.

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THE MERGER

The Proposed Merger

The Merger Agreement provides for the merger of Limestone with and into Peoples, with Peoples as the surviving entity. Thereafter, at a later time specified by Peoples Bank in its certificate of merger filed with the Ohio Secretary of State and articles of merger filed with the Kentucky Secretary of State, Limestone Bank will be merged with and into Peoples Bank, with Peoples Bank surviving the Subsidiary Bank Merger.

The Merger Agreement is attached to this joint proxy statement/prospectus as Annex A and is incorporated in this joint proxy statement/prospectus by reference. You are encouraged to read the Merger Agreement carefully, as it is the legal document that governs the Merger.

Background of the Merger

As part of its ongoing oversight and management of Limestone, Limestone’s board of directors regularly reviews and assesses the company’s long-term goals, strategic opportunities, and challenges. In connection with this review, Limestone’s board considers and seeks opportunities to enhance the company’s performance and prospects in light of competitive and other developments with a view to enhancing short-term and long-term shareholder value. These assessments have included discussions from time to time with executives of other financial institutions regarding potential business combinations.

Beginning in October 2021, Limestone’s board of directors and executive management team held its annual strategic planning meeting in Louisville, Kentucky. Representatives of Piper Sandler attended the meeting and discussed the industry landscape for banking along with the opportunities and challenges facing Limestone and the community banking industry. Piper Sandler also led a discussion of the historical performance of Limestone, as well as Limestone’s strategic prospects for staying independent, opportunities to acquire smaller institutions, opportunities for a merger of equals, and prospects for merging with a larger partner. Based upon these discussions, the board determined continued execution of Limestone’s organic growth plan while exploring, when available, opportunities for growth by strategic acquisition were in the best interest of the company and its shareholders.

On February 1, 2022, John Taylor, Limestone’s President and chief executive officer (“CEO”), met with advisors from another investment bank who noted that, Financial Institution A had expressed an interest in evaluating and pursuing a merger with Limestone to gain market share in Kentucky and to support its growth initiatives. Believing a strategic merger such as this could be in the best interest of Limestone’s shareholders and given the increasing challenges in profitably growing a community financial institution under the competitive conditions for institutions of Limestone’s size and the increased competition for core funding, increasing competition for commercial and consumer loans, and other factors that could make earnings growth more challenging as well as the increased competition in the banking industry and competition from nonbanks, fintech companies, online banks and others, Mr. Taylor authorized the investment bankers to contact Financial Institution A to determine their interest level.

From mid-February 2022 to early May 2022, Financial Institution A and Limestone continued to evaluate the merits and likely terms of a potential business combination while each financial institution conducted limited due diligence. In early May 2022, Financial Institution A determined it did not have an interest in further pursuing a transaction and discussions were terminated.

On June 21, 2022, Mr. Taylor met with representatives of Piper Sandler in Louisville, Kentucky to discuss, among other things, strategic options for the company. They analyzed a list of potential partners Piper Sandler had developed if Limestone were to merge with a larger financial institution, and identified Peoples as a top candidate considering the merger consideration it had the capacity to offer and its interest in engaging in

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transactions. At the end of that meeting, Mr. Taylor authorized Piper Sandler to contact Peoples to determine its interest, if any, in exploring a strategic transaction. On June 24, 2022, representatives of Piper Sandler met with Charles Sulerzyski, the President and CEO of Peoples, in Marietta, Ohio and discussed the possibility of a merger with Limestone. On June 29, 2022, Peoples executed a confidentiality agreement and began due diligence.

On August 12, 2022, Peoples submitted an initial letter of intent providing for a merger transaction between Peoples and Limestone with merger consideration in the range of 0.88-to-0.90 per share of Peoples common shares in exchange for each share of Limestone common stock, subject to Limestone’s completion of due diligence. On August 17, 2022, Limestone’s board of directors met and were briefed as to the status of a potential merger transaction with Peoples and the board, with the assistance of Piper Sandler, reviewed the consideration offered by Peoples. Mr. Taylor discussed the letter of intent submitted by Peoples with the board, and the board authorized Mr. Taylor’s execution of the letter of intent subject to a specific exchange ratio of 0.90 shares of Peoples for each share of Limestone.

On August 17, 2022, Peoples agreed to an exchange ratio of 0.90 shares of Peoples common shares for each share of common stock of Limestone, and a revised letter of intent was signed by both parties on August 19, 2022.

On September 21, 2022, Limestone’s board of directors formed a special committee of the Board of Directors, comprised of W. Glenn Hogan, Kevin Kooman, Michael T. Levy, Bradford Ray and Mr. Taylor (the “Special Committee”), to assist in the evaluation of the transaction and provide oversight for negotiations and reverse due diligence. During the last week of September 2022 and through October 24, 2022, Wyatt, Tarrant, and Combs, LLP (“Wyatt”), legal counsel to Limestone, in close coordination with Limestone’s management, Limestone’s Special Committee, and Piper Sandler, negotiated a definitive merger agreement and other related agreements (support agreements) with Dinsmore & Shohl LLP, legal counsel to Peoples. The Special Committee met with Limestone’s financial and legal advisers on October 7 and 13, 2022, and the Limestone board of directors was updated at its regular meeting on October 19, 2022, at which Wyatt and Piper Sandler provided advice regarding the transaction and its status. During this same period, representatives of Limestone performed due diligence on Peoples under a mutual confidentiality agreement Limestone and Peoples executed on September 30, 2022.

On October 21, 2022, Limestone’s board of directors held a special meeting, and Limestone’s President and CEO, together with representatives of Wyatt and Piper Sandler, reviewed with the board of directors a history of actions taken up to that point. The board of directors reviewed potential operating challenges of community banks in general, future strategic options for Limestone, the banks within the geographic region having the scale, capacity, and likely willingness to pursue a transaction, and the process by which Peoples’ proposal was determined to provide the best value for stockholders. Representatives of Piper Sandler reviewed the financial aspects of the proposed transaction, the financial metrics of other relevant transactions, and the financial profile of the combined companies on a pro forma basis. Piper Sandler then delivered to Limestone’s board of directors its oral opinion on October 21, 2022, which was subsequently confirmed in writing, to the effect that, as of such date and subject to the procedures followed, assumptions made, matters considered and qualifications and limitations on the review undertaken by Piper Sandler as set forth therein, the exchange ratio was fair to the holders of Limestone common stock, from a financial point of view. The board then reviewed Limestone’s overall strategic situation and considered whether there was any other strategic alternative that would deliver better value to the shareholders. Representatives of Wyatt then reviewed with the board of directors in detail the terms of the draft Merger Agreement.

After extensive discussions of the factors described under “Limestone’s Reasons for the Merger,” Limestone’s board of directors unanimously approved the Merger Agreement with Peoples, and the board instructed management to finalize and execute the Merger Agreement. To facilitate the Merger transaction, the Limestone board also authorized terminating Limestone’s tax benefits preservation rights plan, by accelerating its expiration date, and exempted Peoples from the transfer restrictions contained in Limestone’s Articles of

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Incorporation to permit Peoples to acquire Limestone common stock in, and in furtherance of, the Merger transaction.

On October 24, 2022, Limestone and Peoples executed the Merger Agreement, and the transaction was publicly announced before the opening of business on Tuesday, October 25, 2022.

Limestone’s Reasons for the Merger

Limestone’s board of directors unanimously determined that the proposed Merger is in the best interests of Limestone and its stockholders. In making its determination, the board of directors considered several factors affecting the business, operations, financial condition, earnings, and prospects of Limestone. The material factors considered by the board included:

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Limestone’s board of directors also considered several potential risks and uncertainties with respect to the Merger and factors unique to certain shareholders of Limestone, including, without limitation, the following:

The foregoing discussion of the material information and factors considered by Limestone’s board of directors is not intended to be exhaustive. Limestone’s board of directors evaluated the above factors and unanimously determined that the Merger was in the best interests of Limestone and its shareholders. In reaching its determination to approve the Merger and recommend that Limestone shareholders approve the Merger, the board of directors considered the totality of the information presented to it and did not assign any relative or specific weights to any of the individual factors considered, although individual directors may have given different weights to different factors. The board of directors considered these factors, including the potential risks, uncertainties and disadvantages associated with the Merger, in the aggregate rather than separately and determined the benefits of the Merger to be favorable to and outweigh the potential risks, uncertainties and disadvantages of the Merger. This explanation of the board of directors’ reasoning and certain other information presented in this section are forwarding-looking in nature and, therefore, should be read in the context of the factors discussed under “Cautionary Statement Concerning Forward-Looking Statements.”

Limestone’s board of directors determined that the Merger, the Merger Agreement and the transactions contemplated thereby are advisable and in the best interests of Limestone and its shareholders. The board of directors also unanimously determined that the Merger Agreement and the transactions contemplated thereby are consistent with, and in furtherance of, Limestone’s business strategies. Accordingly, Limestone’s board of directors unanimously approved and adopted the Merger Agreement and approved the Merger and unanimously recommends that Limestone shareholders vote “FOR” approval of the Merger Agreement and the Merger. The terms of the Merger Agreement were the product of arm’s-length negotiations between Limestone and Peoples and their respective representatives.

The above discussion of the information and factors considered by Limestone’s board of directors is not intended to be exhaustive but includes all material factors considered by the board in arriving at its determination to approve, and to recommend that the Limestone shareholders vote to approve the Merger Agreement. The Limestone board of directors did not assign any relative or specific weights to the above factors, and individual directors may have given differing weights to each factor.

Recommendation of the Limestone Board of Directors

The board of directors of Limestone unanimously approved the Merger Agreement. The board of directors of Limestone believes that the Merger is in the best interests of Limestone and its shareholders, and, as a result, the directors unanimously recommend that Limestone shareholders vote “FOR” the adoption and approval of the Merger Agreement and “FOR” the proposal to adjourn the special meeting, if necessary and appropriate, to solicit additional proxies.

Opinion of Limestone’s Financial Advisor

Limestone retained Piper Sandler to act as financial advisor to the Limestone board of directors in connection with Limestone’s consideration of a possible business combination with Peoples. Limestone selected Piper Sandler to act as its financial advisor because Piper Sandler is a nationally recognized investment banking firm whose principal business specialty is financial institutions. In the ordinary course of its investment banking business, Piper Sandler is regularly engaged in the valuation of financial institutions and their securities in connection with mergers and acquisitions and other corporate transactions.

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Piper Sandler acted as financial advisor to the Limestone board of directors in connection with the proposed Merger. At the October 21, 2022 meeting at which the Limestone board of directors considered the Merger and the Merger Agreement, Piper Sandler delivered to the board of directors its oral opinion, which was subsequently confirmed in writing, to the effect that, as of such date, the Exchange Ratio was fair to the holders of Limestone common stock from a financial point of view. The full text of Piper Sandler’s opinion is attached as Annex C to this joint proxy statement/prospectus. The opinion outlines the procedures followed, assumptions made, matters considered and qualifications and limitations on the review undertaken by Piper Sandler in rendering its opinion. The description of the opinion set forth below is qualified in its entirety by reference to the full text of the opinion. Holders of Limestone common stock are urged to read the entire opinion carefully in connection with their consideration of the proposed Merger.

Piper Sandler’s opinion was directed to the board of directors of Limestone in connection with its consideration of the Merger and the Merger Agreement and does not constitute a recommendation to any shareholder of Limestone as to how any such shareholder should vote at any meeting of shareholders called to consider and vote upon the adoption and approval of the Merger Agreement. Piper Sandler’s opinion was directed only to the fairness, from a financial point of view, of the Exchange Ratio to the holders of Limestone common stock and did not address the underlying business decision of Limestone to engage in the Merger, the form or structure of the Merger or any other transactions contemplated in the Merger Agreement, the relative merits of the Merger as compared to any other alternative transactions or business strategies that might exist for Limestone or the effect of any other transaction in which Limestone might engage. Piper Sandler also did not express any opinion as to the fairness of the amount or nature of the compensation to be received in the Merger by any officer, director or employee of Limestone or Peoples, or any class of such persons, if any, relative to the compensation to be received in the Merger by any other shareholder. Piper Sandler’s opinion was approved by Piper Sandler’s fairness opinion committee.

In connection with its opinion, Piper Sandler reviewed and considered, among other things:

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Piper Sandler also discussed with certain members of the senior management of Limestone and its representatives the business, financial condition, results of operations and prospects of Limestone and held similar discussions with certain members of the senior management of Peoples and its representatives regarding the business, financial condition, results of operations and prospects of Peoples.

In performing its review, Piper Sandler relied upon the accuracy and completeness of all of the financial and other information that was available to and reviewed by Piper Sandler from public sources, that was provided to Piper Sandler by Limestone or Peoples or their respective representatives, or that was otherwise reviewed by Piper Sandler, and Piper Sandler assumed such accuracy and completeness for purposes of rendering its opinion without any independent verification or investigation. Piper Sandler relied on the assurances of the respective managements of Limestone and Peoples that they were not aware of any facts or circumstances that would have made any of such information inaccurate or misleading. Piper Sandler was not asked to and did not undertake an independent verification of any of such information and Piper Sandler did not assume any responsibility or liability for the accuracy or completeness thereof. Piper Sandler did not make an independent evaluation or perform an appraisal of the specific assets, the collateral securing assets or the liabilities (contingent or otherwise) of Limestone or Peoples, nor was Piper Sandler furnished with any such evaluations or appraisals. Piper Sandler rendered no opinion or evaluation on the collectability of any assets or the future performance of any loans of Limestone or Peoples. Piper Sandler did not make an independent evaluation of the adequacy of the allowance for loan losses of Limestone or Peoples, or of the combined entity after the Merger, and Piper Sandler did not review any individual credit files relating to Limestone or Peoples. Piper Sandler assumed, with Limestone’s consent, that the respective allowances for loan losses for both Limestone and Peoples were adequate to cover such losses and would be adequate on a pro forma basis for the combined entity.

In preparing its analyses, Piper Sandler used the Limestone Projections. In addition, Piper Sandler used publicly available median analyst net income estimates projections for Peoples for the years ending December 31, 2022, and December 31, 2023, as well as a long-term annual growth rate and estimated dividends per share for Peoples for the years ending December 31, 2024 through December 31, 2026, as provided by the senior management of Peoples. Piper Sandler also received and used in its pro forma analyses certain assumptions relating to transaction expenses, purchase accounting adjustments and cost savings, as well as certain adjustments for CECL accounting standards, as provided by the senior management of Peoples. With respect to the foregoing information, the respective senior managements of Limestone and Peoples confirmed to Piper Sandler that such information reflected (or in the case of the publicly available analyst estimates referred to above, were consistent with) the best currently available projections, estimates and judgments of those respective managements as to the future financial performance of Limestone and Peoples, respectively, and the other matters covered thereby, and Piper Sandler assumed that the future financial results reflected in such information would be achieved. Piper Sandler expressed no opinion as to such information, or the assumptions on which such information was based. Piper Sandler also assumed that there had been no material change in the respective assets, financial condition, results of operations, business or prospects of Limestone or Peoples since the date of the most recent financial statements made available to Piper Sandler. Piper Sandler assumed in all respects material to its analyses that Limestone and Peoples would remain as going concerns for all periods relevant to its analyses.

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Piper Sandler also assumed, with Limestone’s consent, that (i) each of the parties to the Merger Agreement would comply in all material respects with all material terms and conditions of the Merger Agreement and all related agreements, that all of the representations and warranties contained in such agreements were true and correct in all material respects, that each of the parties to such agreements would perform in all material respects all of the covenants and other obligations required to be performed by such party under such agreements and that the conditions precedent in such agreements were not and would not be waived, (ii) in the course of obtaining the necessary regulatory or third party approvals, consents and releases with respect to the Merger, no delay, limitation, restriction or condition would be imposed that would have an adverse effect on Limestone, Peoples, the Merger or any related transactions, and (iii) the Merger and any related transactions would be consummated in accordance with the terms of the Merger Agreement without any waiver, modification or amendment of any material term, condition or agreement thereof and in compliance with all applicable laws and other requirements. Finally, with Limestone’s consent, Piper Sandler relied upon the advice that Limestone received from its legal, accounting and tax advisors as to all legal, accounting and tax matters relating to the Merger and the other transactions contemplated by the Merger Agreement. Piper Sandler expressed no opinion as to any such matters.

Piper Sandler’s opinion was necessarily based on financial, economic, regulatory, market and other conditions as in effect on, and the information made available to Piper Sandler as of, the date thereof. Events occurring after the date thereof could materially affect Piper Sandler’s opinion. Piper Sandler has not undertaken to update, revise, reaffirm or withdraw its opinion or otherwise comment upon events occurring after the date thereof. Piper Sandler expressed no opinion as to the trading value of Limestone common stock or Peoples common shares at any time or what the value of Peoples common shares would be once it is actually received by the holders of Limestone common stock.

In rendering its opinion, Piper Sandler performed a variety of financial analyses. The summary below is not a complete description of all the analyses underlying Piper Sandler’s opinion or the presentation made by Piper Sandler to Limestone’s board of directors, but is a summary of the material analyses performed and presented by Piper Sandler. The summary includes information presented in tabular format. In order to fully understand the financial analyses, these tables must be read together with the accompanying text. The tables alone do not constitute a complete description of the financial analyses. The preparation of a fairness opinion is a complex process involving subjective judgments as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances. The process, therefore, is not necessarily susceptible to a partial analysis or summary description. Piper Sandler believes that its analyses must be considered as a whole and that selecting portions of the factors and analyses to be considered without considering all factors and analyses, or attempting to ascribe relative weights to some or all such factors and analyses, could create an incomplete view of the evaluation process underlying its opinion. Also, no company included in Piper Sandler’s comparative company analyses described below is identical to Limestone or Peoples and no transaction is identical to the Merger. Accordingly, an analysis of comparable companies or transactions involves complex considerations and judgments concerning differences in financial and operating characteristics of the companies and other factors that could affect the public trading values or transaction values, as the case may be, of Limestone and Peoples and the companies to which they were compared. In arriving at its opinion, Piper Sandler did not attribute any particular weight to any analysis or factor that it considered. Rather, Piper Sandler made qualitative judgments as to the significance and relevance of each analysis and factor. Piper Sandler did not form an opinion as to whether any individual analysis or factor (positive or negative) considered in isolation supported or failed to support its opinion, rather, Piper Sandler made its determination as to the fairness of the Exchange Ratio to the holders of Limestone common stock on the basis of its experience and professional judgment after considering the results of all its analyses taken as a whole.

In performing its analyses, Piper Sandler also made numerous assumptions with respect to industry performance, business and economic conditions and various other matters, many of which cannot be predicted and are beyond the control of Limestone, Peoples, and Piper Sandler. The analyses performed by Piper Sandler are not necessarily indicative of actual values or future results, both of which may be significantly more or less favorable than suggested by such analyses. Piper Sandler prepared its analyses solely for purposes of rendering

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its opinion and provided such analyses to Limestone’s board of directors at its October 21, 2022 meeting. Estimates on the values of companies do not purport to be appraisals or necessarily reflect the prices at which companies or their securities may actually be sold. Such estimates are inherently subject to uncertainty and actual values may be materially different. Accordingly, Piper Sandler’s analyses do not necessarily reflect the value of Limestone common stock or Peoples common shares or the prices at which Limestone or Peoples common shares may be sold at any time. The analyses of Piper Sandler and its opinion were among a number of factors taken into consideration by Limestone’s board of directors in making its determination to approve the Merger Agreement and the analyses described below should not be viewed as determinative of the decision of Limestone’s board of directors with respect to the fairness of the Exchange Ratio.

Summary of Proposed Merger Consideration and Implied Transaction Metrics.

Piper Sandler reviewed the financial terms of the proposed Merger. Pursuant to the terms of the Merger Agreement, at the Effective Time, each share of Limestone common stock issued and outstanding, except for certain shares as set forth in the Merger Agreement, shall be converted into the right to receive 0.90 of a share of Peoples common shares. Piper Sandler calculated an aggregate implied transaction value of approximately $203.5 million and an implied purchase price per share of $26.64 consisting of the implied value of 7,639,033 shares of Limestone common stock and based on the closing price of Peoples common shares on October 20, 2022. Based upon financial information for Limestone as of or for the last twelve months (“LTM”) ended September 30, 2022 and the closing price of Limestone’s common stock on October 20, 2022, Piper Sandler calculated the following implied transaction metrics:

Stock Trading History.

Piper Sandler reviewed the publicly available historical reported trading prices of Limestone common shares and Peoples common shares for the one-year and three-year periods ended October 20, 2022. Piper Sandler then compared the relationship between the movements in the price of Limestone common shares and Peoples common shares, respectively, to movements in their respective peer groups (as described below) as well as certain stock indices.

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