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o	Exchange Act Rule 13e-4(i) (Cross-Border Tender Offer)

o	Exchange Act Rule 14d-1(d) (Cross-Border Third Party Tender Offer)

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Q:	Why am I receiving this proxy statement/prospectus?

A:

You are receiving this proxy statement/prospectus because Peoples Bancorp Inc. (“Peoples”) and First Prestonsburg Bancshares Inc. (“FPB”) have entered into an Agreement and Plan of Merger dated as of October 29, 2018, as amended on December 18, 2018 (the “Merger Agreement”), attached to this proxy statement/prospectus as Annex A, pursuant to which FPB will be merged with and into Peoples (the “Merger”). Immediately following the Merger, The First Commonwealth Bank of Prestonsburg Inc., a Kentucky banking corporation and a wholly-owned subsidiary of FPB (“First Commonwealth Bank”), will merge with and into Peoples Bank, an Ohio chartered commercial bank and wholly owned subsidiary of Peoples (“Peoples Bank”), with Peoples Bank being the surviving entity, which transaction is referred to as the “subsidiary bank merger.” The Merger Agreement must be adopted and approved by the holders of at least a majority of FPB’s common stock outstanding and entitled to vote at the special meeting, in accordance with Chapter 271B, Subtitle 13, of the Kentucky Business Corporation Act (“KBCA”) and FPB’s Articles of Incorporation, as amended.

Q:	Why do Peoples and FPB want to merge?

A:

FPB believes that the Merger is in the best interests of its shareholders and other constituencies because, among other reasons, the merger consideration and special cash distribution will provide enhanced value and increased liquidity to FPB shareholders.  Furthermore, as a result of the Merger, FPB will become part of a larger banking institution, improving its ability to compete with larger financial institutions and better serve its customers’ needs, while maintaining the community bank philosophy that both institutions currently share. To review FPB’s reasons for the Merger in more detail, see “THE MERGER- FPB’s Reasons for the Merger and Recommendation of the FPB Board of Directors” beginning on page 30 of this proxy statement/prospectus.

Q:	What will FPB shareholders receive in the Merger?

Q:	Will the value of the merger consideration change between the date of this proxy statement/prospectus and the time

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A:

Yes. In all likelihood, the value of the merger consideration received by FPB shareholders receiving Peoples common shares will fluctuate between the date of this proxy statement/prospectus and the completion of the Merger based upon the market value of Peoples common shares. Any fluctuation in the market price of Peoples common shares after the date of this proxy statement/prospectus will change the value of the Peoples common shares that FPB shareholders will receive and the total value of the consideration received in the Merger.

Q:	What are the federal income tax consequences of the Merger?

A:

The Merger has been structured to qualify as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended, which we refer to as the “Internal Revenue Code.” It is a condition to the completion of the Merger that FPB receive a written tax opinion from Crowe LLP to the effect that the Merger will be treated as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code. It is expected that FPB shareholders will not recognize gain or loss for U.S. federal income tax purposes upon the exchange of their shares of FPB common stock for shares of Peoples common shares pursuant to the Merger, except with respect to any cash received by a FPB shareholder in lieu of a fractional Peoples common share.

Q:	Does FPB anticipate paying any dividends prior to the effective date of the Merger?

A:

Yes. Under the terms of the Merger Agreement, FPB is permitted to pay to its shareholders: (i) the special cash distribution described above, (ii) its normal and customary quarterly cash dividend in the amount of $5.00 per share for each full calendar quarter preceding the effective date of the Merger, except for the cash dividend for the quarter ended March 31, 2019, which shall be in the amount of $3.00 per share, and (iii) a cash dividend equal to 31% of FPB’s estimated taxable income from the commencement of the calendar quarter in which the Merger occurs through the effective date of the Merger (not to exceed $5.00 per share).

Q:	When and where will the FPB special meeting of shareholders take place?

A:	The special meeting of shareholders of FPB will be held at 3:00 p.m., local time, on February 12, 2019, at FPB's main office at 311 N. Arnold Avenue, Prestonsburg, Kentucky 41653.

Q:	What matters will be considered at the FPB special meeting?

A:	The shareholders of FPB will be asked to: (1) vote to adopt and approve the Merger Agreement; and (2) vote to approve the adjournment of the special meeting to solicit additional proxies if there are not sufficient votes at the time of the special meeting to adopt and approve the Merger Agreement.

Q:	Is my vote needed to adopt and approve the Merger Agreement?

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A:

The adoption and approval of the Merger Agreement by the shareholders of FPB requires the affirmative vote of the holders of at least a majority of FPB’s common stock outstanding and entitled to vote at the special meeting. Certain shareholders of FPB, who, collectively, beneficially own 29,549 shares of FPB common stock, or approximately 36.7% of FPB’s outstanding common shares, entered into a voting agreement with Peoples, pursuant to which they agreed, subject to certain terms and conditions, to vote all of their shares in favor of the adoption and approval of the Merger Agreement.

Q:	How do I vote?

A:	If you were the record holder of FPB common stock as of January 7, 2019, you may vote in person by attending the special meeting or, to ensure that your FPB common stock are represented at the special meeting, you may vote your shares by signing and returning the enclosed proxy card in the postage-paid envelope provided.

Q:	What will happen if I fail to vote or abstain from voting?

A:	If you fail to vote or if you mark “ABSTAIN” on your proxy card with respect to the proposal to adopt and approve the Merger Agreement, it will have the same effect as a vote “AGAINST” the proposal.

Q:	How will my shares be voted if I return a blank proxy card?

A:	If you sign, date and return your proxy card and do not indicate how you want your FPB common stock to be voted, then your shares will be voted “FOR” the adoption and approval of the Merger Agreement and, if necessary, “FOR” the approval of the adjournment of the special meeting to solicit additional proxies.

A:	Yes. If you are a record holder of your shares, you may change your vote or revoke your proxy at any time before it is voted at the special meeting by:

•	filing a written notice of revocation with the President of FPB, at 311 N. Arnold Avenue, Prestonsburg, Kentucky 41653;

•	executing and returning another proxy card with a later date than the earlier proxy card you wish to revoke, which later proxy card must be received by the President of FPB, at 311 N. Arnold Avenue, Prestonsburg, Kentucky 41653, before it is voted at the special meeting; or

•	attending the special meeting and either giving notice of revocation in person, or voting by ballot at the special meeting.

A:

If you are an FPB shareholder as of January 7, 2019, the record date, and you do not vote your shares in favor of the adoption and approval of the Merger Agreement, you will have the right under Chapter 271B, Subtitle 13, of the KBCA to demand the fair cash value for your FPB common stock. To exercise your dissenters’ rights, you must deliver to FPB a written demand for payment of the fair cash value of your shares before the vote on the adoption and approval of the Merger Agreement is taken at the special shareholders’ meeting. The demand for payment must include your address, the number and class of FPB common stock owned by you, and the amount you claim to be the fair cash value of your FPB

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Q:	When is the Merger expected to be completed?

A:	We are working to complete the Merger as quickly as we can. We expect to complete the Merger in the second quarter of 2019, assuming shareholder approval and all applicable regulatory approvals have been received and all other conditions precedent to the Merger have been satisfied or waived.

Q:	What happens if the Merger is not completed?

A:	If the merger is not completed, FPB shareholders will not receive any consideration for their shares in connection with the Merger, and FPB will remain an independent company and will continue to own First Commonwealth Bank. In addition, if the Merger is not completed, FPB will not pay the special cash distribution to shareholders of FPB.

Q:	Should I send in my FPB stock certificates now?

A.	No. You should NOT send your FPB stock certificates with your proxy card or at any time prior to the FPB special meeting. Peoples, through its appointed exchange agent, will send FPB shareholders instructions for exchanging their stock certificates for the merger consideration.

Q:	What do I need to do now?

A:

After carefully reviewing this proxy statement/prospectus, including its annexes and the materials incorporated by reference, please complete, sign and date the enclosed proxy card and return it in the enclosed postage-paid envelope as soon as possible. By submitting your proxy, you authorize the individuals named in the proxy to vote your FPB common stock at the special meeting of shareholders of FPB in accordance with your instructions. Your vote is very important. Whether or not you plan to attend the special meeting, please submit your proxy with voting instructions to ensure that your FPB common stock will be voted at the special meeting.

Q:	Who can answer my questions?

A:	If you have questions about the Merger or desire additional copies of this proxy statement/prospectus or additional proxy cards, please contact:

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(a)	Reflects the impact of the acquisition of Midwest Bancshares, Inc. beginning May 30, 2014, of Ohio Heritage Bancorp, Inc. beginning August 22, 2014, of North Akron Savings Bank beginning October 24, 2014, of NB&T Financial Group, Inc. beginning March 6, 2015 and of ASB Financial Corp. beginning April 13, 2018

(b)	This amount represents a non-GAAP financial measure since it excludes the balance sheet impact of intangible assets acquired through acquisitions on total shareholders’ equity and total assets.  See “Non-GAAP financial measures,” below for a reconciliation of these measures to their most comparable GAAP measures.

(c)	Data presented as of the end of the period indicated.

(d)

Total other expenses (less amortization of other intangible assets) as a percentage of fully tax-equivalent net interest income plus total non-interest income (excluding all gains and all losses). This amount represents a non-GAAP financial measure since it excludes amortization of other intangible assets, and all gains and/or losses included in earnings, and uses fully tax-equivalent net interest income. See “Non-GAAP financial measures,” below for a reconciliation of this measure to its most comparable GAAP measure.

(e)	This ratio represents a non-GAAP financial measure since it excludes the provision for (recovery of) loan losses and all gains and/or losses included in earnings.  See “Non-GAAP financial measures,” below for a reconciliation of this measure to its most comparable GAAP measure.

(f)	Nonperforming loans include loans 90+ days past due and accruing, renegotiated loans and nonaccrual loans. Nonperforming assets include nonperforming loans and other real estate owned.

(g)	Includes loans categorized as special mention, substandard and doubtful.

(h)	Includes loans categorized as substandard and doubtful.

(i)

The decreases since 2013 were primarily due to a reduction in the five year historical loss rates. Additional information regarding the allowance for loan losses can be found in “ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS” of Peoples’ Annual Report on Form 10-K for the fiscal year ended December 31, 2016 under the caption “Allowance for Loan Losses”.

(j)	Net charge-offs (recoveries) as a percent of average total loans increased in 2015 as Peoples recorded a $13.1 million charge-off associated with one large commercial relationship, resulting in 0.67% of the reported amount of 0.78%.

(k)	Peoples’ capital conservation buffer was 6.30% at September 30, 2018 and 6.62% at December 31, 2017, compared to 2.50% for the fully phased-in capital conservation buffer required January 1, 2019.

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(a)	Used a 21% federal corporate income tax rate for 2018 periods and a 35% federal corporate income tax rate for the previous periods.

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(a)	Presented on an annualized basis.

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(1)	There is no established public trading market for FPB’s common stock. FPB believes that there was a total of one transaction involving FPB common stock during the periods reported above, and the pricing information for that transaction was not reported to FPB.

(2)	No pricing information reported.

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•	FPB may be required, under certain circumstances, to pay Peoples a termination fee of $1,800,000 under the Merger Agreement;

•	Peoples and FPB will be required to pay certain costs relating to the Merger, whether or not the Merger is completed, such as legal, accounting, financial advisor and printing fees;

•	under the Merger Agreement, FPB is subject to certain restrictions regarding the conduct of its business before completing the Merger, which may adversely affect its ability to execute certain of its business strategies; and

•	matters relating to the Merger may require substantial commitments of time and resources by Peoples and FPB management, which could otherwise have been devoted to other opportunities that may have been beneficial to Peoples and FPB as independent companies, as the case may be.

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•	the parties’ ability to promptly and effectively integrate the businesses of Peoples and FPB, and of First Commonwealth Bank and Peoples Bank , including unexpected transaction costs, including the costs of integrating operations, severance, professional fees and other expenses;

•	the risk that the expected cost savings, synergies and other financial benefits from the Merger may not be realized or take longer than anticipated to be realized;

•	lower than expected revenues or earnings following the Merger;

•	higher than expected loan losses following the Merger;

•	the diversion of management’s time on issues related to the Merger;

•	greater than expected deposit attrition, operating costs, customer loss and business disruption following the Merger, including, without limitation, difficulties in maintaining relationships with employees;

•	the risk that a regulatory approval that may be required for the proposed Merger is not obtained or is obtained subject to non-standard conditions that are not anticipated;

•	the failure of FPB’s shareholders to adopt and approve the Merger Agreement;

•	general economic conditions, either nationally, in Ohio or in certain MSAs in Ohio that are less favorable than expected resulting in, among other things, a deterioration of the quality of the combined company’s loan portfolio and the demand for its products and services;

•	changes in interest rates, deposit flows, loan demand and real estate values;

•	material changes in the value of Peoples common shares;

•	changes in estimates of future reserve requirements based upon the periodic review thereof under relevant regulatory and accounting requirements;

•	inaccuracy of Peoples’ or FPB’s management’s assumptions and estimates used in applying critical accounting policies;

•	a decline in the sale price of Peoples common shares before the completion of the Merger, including as a result of the financial performance of Peoples, or of FPB, or more generally due to broader stock market movements and the performance of financial companies and peer group companies;

•	inflation and, interest rate, securities market and monetary fluctuations;

•	changes in interest rates, spreads on earning assets and interest-bearing liabilities, and interest rate sensitivity;

•	the risk of litigation related to the Merger or the exercise of dissenters’ rights and related costs and expenses;

•	an increase in competitive pressures among depository and other financial institutions that affects pricing, spending, third-party relationships and revenues;

•	changes in laws and regulations (including laws and regulations concerning taxes, banking and securities) with which Peoples and FPB must comply;

•	the effects of, and changes in, trade, monetary and fiscal policies and laws, including interest rate policies of the Federal Reserve;

•	legislation affecting the financial services industry as a whole, and/or Peoples and its subsidiaries, individually or collectively;

•	governmental and public policy changes;

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•	Peoples’ inability to integrate the FPB acquisition and any future acquisition targets or increased difficulty, time-consumption or cost than expected in doing so; and

•	the impact on Peoples’ businesses, as well as on the risks set forth above, of various domestic or international military or terrorist activities or conflicts.

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•	a proposal to adopt and approve the Merger Agreement; and

•	a proposal to approve the adjournment of the special meeting, if necessary, to solicit additional proxies, in the event there are not sufficient votes at the time of the special meeting to adopt and approve the Merger Agreement.

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•	filing a written notice of revocation with the President of FPB, at 311 N. Arnold Avenue, Prestonsburg, Kentucky 41653;

•	executing and returning another proxy card with a later date; or

•	attending the special meeting and either giving notice of revocation in person, or voting by ballot at the special meeting.

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•	the form and amount of merger consideration and the ability of FPB’s shareholders to participate in the future performance of the combined company;

•	the financial analysis prepared by ProBank Austin and ProBank Austin’s opinion dated as of October 29, 2018 that the merger consideration, together with the special cash distribution, was fair, from a financial point of view, to the holders of FPB common stock;

•	the quarterly dividend historically paid by Peoples;

•	the belief of FPB’s board that Peoples is a high-quality financial services company with a similar approach to customer service and increasing shareholder value;

•	the potential ability of the combined company to increase shareholder value and to create opportunities for enhanced earnings and dividends;

•	the significantly increased stock liquidity that would be created for FPB’s shareholders;

•	the continuing consolidation in the financial institutions industry;

•	the benefits of doing a transaction now versus risks and uncertainties of waiting to do so;

•	the size of the resulting institution, which would permit more efficient competition in a highly competitive industry;

•	increased regulatory burdens on financial institutions;

•	future uncertainties in the regulatory and economic climate;

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•	succession planning concerns for senior management positions at FPB and First Commonwealth Bank;

•	the current and prospective business and economic environment in which FPB and Peoples operate, including local and regional economic conditions;

•	the similarities of the markets served by FPB and Peoples;

•	the business, earnings, operations, financial condition, capital levels and asset quality of FPB and Peoples;

•	Peoples’ intention to retain First Commonwealth Bank’s existing locations and the belief of the FPB board that Peoples will retain many of First Commonwealth Bank’s employees, enabling First Commonwealth Bank’s customers to continue to interact with many of the same employees at the banking locations with which they are familiar;

•	the increased lending opportunities in the communities served by FPB as a result of the combined bank’s increased lending limits; and

•	the effect of the Merger on FPB’s employees, including the prospects for continued employment and the other benefits agreed to be provided by Peoples to FPB’s employees.

•	the loss of autonomy associated with being an independent financial institution;

•	the possibility that the Merger will not be consummated, resulting in negative effects on FPB from costs incurred, the diversion of management and employee attention, employee attrition and the potential effect on business and customer relationships;

•	the lack of assurance that all conditions to closing will be satisfied, including the risks of failure to get regulatory or shareholder approval;

•	possible hesitation of First Commonwealth Bank’s customers to engage with a larger financial institution;

•	the restrictions on the conduct of FPB’s and First Commonwealth Bank’s business prior to completion of the Merger, which could have a negative effect on FPB’s financial condition and results of operations;

•	the possibility of litigation in connection with the Merger;

•	the lack of a fairness opinion as of the time of the closing of the Merger;

•	changes to the value of the stock portion of the merger consideration that will occur prior to closing due to changes in the price of Peoples common shares;

•	the fact that the market price of Peoples common shares after the Merger may be affected by factors different from those that affect FPB’s and Peoples’ market prices currently; and

•	the reduced share ownership percentage and voting and management control that FPB’s shareholders will have in the combined company.

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•	the long-term interests of Peoples and its shareholders, as well as the interests of its employees, customers, creditors and the communities in which Peoples operates;

•	the enhanced shareholder value that is expected to result from the Merger for Peoples’ shareholders;

•	the compatibility of the cultures of Peoples and FPB, particularly with respect to meeting local banking needs and fostering strong community ties;

•	an enhanced market share in Kentucky with increased high-quality, low-cost core deposits;

•	the Merger will expand and enhance Peoples’ existing franchise in eastern Kentucky market;

•	the anticipated operating efficiencies, cost savings, new branding and opportunities for revenue enhancements of the combined bank following the completion of the Merger, and the likelihood that they would be achieved after the Merger;

•	the Merger should assist Peoples in maintaining its status as an independent holding company and Peoples Bank as a community bank; and

•	the ability of Peoples to maintain its strong capital position that will allow the combined organization to expand within its new markets.

•	potential run-off of deposits and loans following announcement and/or the closing of the Merger;

•	the potential for diversion of management attention during the period prior to the completion of the Merger and after the Merger while merging First Commonwealth Bank’s business with Peoples Bank;

•	the costs to be incurred in connection with the Merger, including the transaction expenses arising from the Merger Agreement and the Merger;

•	the risk that projected earnings, tangible book value increases and/or cost savings will not materialize or will be less than expected;

•	the likelihood that Peoples common shares may trade down post-announcement and/or post-Merger;

•	the risk that FPB’s loans and other items were not appropriately valued; and

•	the risk that FPB terminates the Merger Agreement by reason of a superior competing proposal.

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•	The opinion letter details the procedures followed, assumptions made, matters considered, and qualifications and limitations of the review undertaken by ProBank Austin in connection with its opinion, and should be read in its entirety;

•	ProBank Austin expressed no opinion as to the price at which FPB’s or Peoples’ common stock would actually trade at any given time;

•	ProBank Austin’s opinion does not address the relative merits of the Merger and the other business strategies considered by the FPB board of directors, nor does it address the board’s decision to proceed with the Merger; and

•	ProBank Austin’s opinion rendered in connection with the Merger does not constitute a recommendation to any FPB shareholder as to how he or she should vote their shares.

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•	all material governmental, regulatory and other consents and approvals necessary for the consummation of the Merger would be obtained without any adverse effect on FPB, Peoples or on the anticipated benefits of the Merger; and

•	FPB and Peoples have provided all of the information that might be material to ProBank Austin in its review.

•	the Agreement dated October 29, 2018;

•	certain publicly available financial statements and other historical financial information of FPB and Peoples that it deemed relevant;

•	the historical financial performance, current financial position, budgets and management forecasts, and general prospects of FPB, as discussed with executive management of FPB;

•	the estimated pro forma financial impact of the Merger to Peoples’ financial metrics, based on assumptions (including without limitation the cost savings expected to be derived from the Merger and the transaction-related expenses expected in the Merger) prepared by ProBank Austin and reviewed with management of FPB, Peoples and its advisors;

•	publicly reported historical stock price and trading activity for Peoples’ common stock, including an analysis of certain financial and stock information of certain other publicly traded companies deemed comparable to Peoples;

•	comparison of financial performance metrics between FPB’s subsidiary bank, First Commonwealth Bank and banks deemed comparable to First Commonwealth Bank;

•	the financial terms of certain recent business combinations in the commercial banking industry, to the extent publicly available, deemed comparable to the Merger;

•	the current market environment generally and the banking environment in particular; and

•	such other information, financial studies, analyses and investigations, financial, economic, and market criteria as it considered relevant.

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•	161 percent of FPB’s September 30, 2018 tangible equity of $28.2 million;

•	14.0 times FPB’s twelve-month period ending September 30, 2018 stated net income of $3.2 million; and

•	14.8 times FPB’s twelve-month period ending September 30, 2018 normalized net income of $3.1 million (normalized net income excludes security gains and is tax-adjusted).

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(1)	Peer financial performance and First Commonwealth Bank’s performance for the 12-month period ending June 30, 2018.

(2)	Peer and First Commonwealth Bank’s performance was tax-adjusted for those institutions which are S-Corporations.

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(1)	FPB’s financial performance and deal transaction multiples based on tax-adjusted normalized data ending September 30, 2018.

(2)	Nonperforming assets include nonaccrual loans and leases, restructured loans and leases, and other real estate owned.

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(1)	Peer group financial performance as of most recent available as of October 19, 2018. Peoples’ financial performance as of September 30, 2018 (Peer group financial performance excludes Peoples).

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•	a citizen or resident of the U.S.;

•	a corporation, or an entity treated as a corporation for U.S. federal income tax purposes, created or organized in or under the laws of the U.S. or any state or political subdivision thereof;

•	a trust that (1) is subject to (A) the primary supervision of a court within the U.S. and (B) the authority of one or more U.S. persons to control all substantial decisions of the trust or (2) has a valid election in effect under applicable Treasury Department regulations to be treated as a U.S. person; or

•	an estate that is subject to U.S. federal income tax on its income regardless of its source.

•	financial institutions;

•	S corporations or other pass-through entities and investors in those entities;

•	retirement plans or pension funds;

•	insurance companies;

•	tax-exempt organizations;

•	dealers or brokers in stocks and securities, or foreign currencies;

•	traders in securities that elect to use the mark-to-market method of accounting;

•	regulated investment companies;

•	real estate investment trusts;

•	persons that exercise dissenters’ rights;

•	persons that hold FPB common stock as part of a straddle, hedge, constructive sale, conversion transaction or other risk management transaction;

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•	persons that purchase or sell their FPB common stock as part of a wash sale;

•	expatriates or persons that have a functional currency other than the U.S. dollar;

•	persons that are not U.S. holders; and

•	persons that acquired their FPB common stock through the exercise of an employee stock option or otherwise as compensation or through a tax-qualified retirement plan.

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•	must deliver to FPB a written demand for payment of the fair cash value of the shares held by such shareholder before the vote on the adoption and approval of the Merger Agreement proposal is taken at the FPB special meeting;

•	must not vote in favor of adoption and approval of the Merger Agreement; and

•	must otherwise comply with Chapter 271B, Subtitle 13.

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•	the Merger Agreement must be duly adopted and approved by the requisite vote of the shareholders of FPB;

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all regulatory approvals required to consummate the Merger must have been obtained and remain in full force and effect and all statutory waiting periods in respect thereof must have expired and no such approvals contain (i) any conditions, restrictions or requirements which the board of directors of Peoples reasonably determines would, either before or after the effective time of the Merger, have a material adverse effect on Peoples and its subsidiaries taken as a whole after giving effect to the consummation of the Merger, or (ii) any conditions, restrictions or requirements that are not customary and usual for approvals of such type and which the board of directors of Peoples reasonably determines would, either before or after the effective time of the Merger, be unduly burdensome;

•	there must not be any temporary, preliminary or permanent statute, rule, regulation, judgment, decree, injunction or other order issued by or imposed by any court or any other governmental authority that is in effect and prohibits consummation of the transactions contemplated by the Merger Agreement; and

•	this registration statement must have been declared effective by the SEC and must not be subject to any stop order or any threatened stop order, and the issuance of Peoples common shares hereunder must have been qualified in every state where such qualification is required under applicable state securities laws.

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the representations and warranties of Peoples contained in the Merger Agreement must be true and correct, subject to the standard set forth in the Merger Agreement, as of the date of the Merger Agreement and as of the effective time of the Merger (or if any representation or warranty speaks as of a specific date, as of that date), and FPB must have received a certificate, dated as of the effective time, signed on behalf of Peoples by the chief executive officer of Peoples to such effect;

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•	Peoples must have performed in all material respects all of its obligations under the Merger Agreement which are required to be performed at or prior to the effective time of the Merger, and FPB must have received a certificate, dated as of the effective time, signed on behalf of Peoples by the chief executive officer of Peoples to such effect;

•	Peoples common shares to be issued in the Merger must have been authorized for listing on the NASDAQ Global Select Market®;

•	there must not have occurred any event, circumstance or development that has resulted in or could reasonably be expected to result in a material adverse effect on Peoples; and

•	FPB shall have received an opinion from Crowe LLP, dated as of the effective date, to the effect that, on the basis of the facts, representations and assumptions set forth in such opinion, the Merger will be treated for federal income tax purposes as a “reorganization” within the meaning of the Internal Revenue Code.

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the representations and warranties of FPB contained in the Merger Agreement must be true and correct, subject to the standard set forth in the Merger Agreement, as of the date of the Merger Agreement and as of the effective time of the Merger (or if any representation or warranty speaks as of a specific date, as of that date), and Peoples must have received a certificate, dated as of the effective time, signed on behalf of FPB by its chief executive officer to such effect;

•	FPB must have performed in all material respects all of its obligations under the Merger Agreement which are required to be performed at or prior to the effective time of the Merger, and Peoples must have received a certificate, dated as of the effective time, signed on behalf of FPB by its chief executive officer to such effect;

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FPB must have obtained the consent or approval of each person (other than governmental authorities) whose consent or approval is required under the Merger Agreement or under any loan or credit agreement, note, mortgage, indenture, lease, license or other agreement or instrument in connection with the Merger Agreement, except those for which failure to obtain such consents and approvals would not, individually or in the aggregate, have a material adverse effect on Peoples after the Merger;

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Peoples must have received a statement executed on behalf of FPB, dated as of the effective time of the Merger, that satisfies the requirements of the regulations of the United States Department of Treasury (“Treasury Regulations”) Section 1.1445-2(c)(3) and complies with Treasury Regulations Section 1.897-2(h), in a form reasonably acceptable to Peoples certifying that FPB common stock do not represent United States real property interests within the meaning of Section 897 of the Internal Revenue Code and the Treasury Regulation promulgated thereunder;

•	the holders of not more than 5% of the outstanding FPB common stock have perfected their dissenters’ rights under Chapter 271B, Subtitle 13, of the KBCA in connection with the Merger;

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either (i) the results of each Phase I Environmental Site Assessment conducted by Peoples pursuant to the Merger Agreement as reported shall be reasonably satisfactory to Peoples, or (ii) any violation or potential violation of the environmental representations and warranties contained in the Merger Agreement disclosed in a Phase I report conducted by Peoples shall have been remedied by FPB to the reasonable satisfaction of Peoples;

•	FPB shall have procured a policy of directors’ and officers’ liability insurance in accordance with the terms of the Merger Agreement;

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FPB shall have (i)(A) obtained an estoppel certificate and subordination and non-disturbance agreement from the applicable counterparty for the property located at 101 Canewood Center Drive, Georgetown, Kentucky and (B) used commercially best efforts to have obtained an estoppel certificate and subordination and non-disturbance agreements from all other applicable lessors disclosed to Peoples, and (ii)(A) used commercially best efforts to obtain estoppel certificates from the Commonwealth of Kentucky and Unites States agencies located at 311 N. Arnold Avenue, Prestonsburg, Kentucky and (B) obtained an estoppel certificate from all other applicable lessees disclosed to Peoples; and

•	there must not have occurred any event, circumstance or development that has resulted in or could reasonably be expected to result in a material adverse effect on FPB.

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•	corporate organization, standing and authority;

•	capitalization;

•	subsidiaries;

•	corporate power;

•	corporate authority and enforceability of the Merger Agreement;

•	regulatory approvals;

•	accuracy of financial statements and internal controls;

•	legal proceedings;

•	regulatory actions;

•	compliance with laws;

•	material contracts;

•	broker’s and finder’s fees;

•	employee benefit plans;

•	labor matters;

•	takeover laws;

•	environmental matters;

•	tax matters;

•	risk management instruments;

•	books and records;

•	insurance;

•	title to real properties and assets;

•	loans and insider transactions;

•	allowance for loan losses;

•	repurchase agreements;

•	investment portfolio;

•	deposit insurance;

•	Bank Secrecy Act, anti-money laundering, Office of Foreign Assets Control and customer information;

•	Community Reinvestment Act compliance;

•	related party transactions;

•	prohibited payments;

•	ProBank Austin’s fairness opinion;

•	absence of undisclosed liabilities; and

•	material adverse effect.

•	corporate organization, standing and authority;

•	capitalization;

•	subsidiaries;

•	no ownership of FPB common stock;

•	corporate power;

•	corporate authority and enforceability of the Merger Agreement;

•	accuracy of SEC reports;

•	accuracy of financial statements and internal controls;

•	regulatory matters;

•	legal proceedings;

•	compliance with laws;

•	deposit insurance;

•	absence of undisclosed liabilities;

•	regulatory approvals;

•	broker’s and finder’s fees;

•	sufficiency of authorized common shares;

•	takeover laws;

•	tax matters; and

•	information to be contained in this proxy statement/prospectus.

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•	conduct business other than in the ordinary course or fail to use commercially reasonable best efforts to preserve the business;

•	voluntarily take any action, which at the time taken, is reasonably likely to have a material adverse effect upon FPB’s ability to perform any of its material obligations under the Merger Agreement or prevent or materially delay the consummation of the transactions contemplated by the Merger Agreement;

•	enter into any new line of business or materially change its lending, investment, underwriting, risk, asset liability management or other banking and operating policies, except as required by applicable law or policies imposed by any governmental authority or by any applicable regulatory order;

•	issue, sell or otherwise permit to become outstanding, or authorize the creation of, any additional FPB common stock (or other capital stock of FPB), or enter into any agreement with respect to the same;

•	permit any additional FPB common stock to become subject to new grants of employee or director stock options or similar stock-based employee rights;

•	effect any recapitalization, reclassification, stock split, or similar change in capitalization;

•

make, declare, pay or set aside for payment any dividend or distribution on any of its common shares, other than: (i) its usual and customary quarterly cash dividend of $5.00 per share, for each full calendar quarter, until the quarter in which the closing of the Merger occurs, except for the cash dividend for the quarter ended March 31, 2019, which shall be in the amount of $3.00 per share, and (ii) a special cash dividend equal to 31% of FPB’s estimated taxable income from the commencement of calendar quarter in which the Merger occurs through the effective date of the Merger so long as such dividend does not exceed $5.00 per share and a special one-time distribution payable by FPB to shareholders of record of FPB immediately prior to the effective time in the aggregate amount of $11,275,000, which is $140.30 per share of FPB common stock;

•	directly or indirectly adjust, split, combine, redeem, reclassify, purchase or otherwise acquire, any of its common shares;

•	enter into, modify, amend, renew or terminate any employment, consulting, severance, retention, change in control or similar agreements or arrangements with directors, consultants, officers or employees of FPB, other than changes that are in the ordinary course of business consistent with past practices or required by the terms of any employment agreements;

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enter into, establish, adopt, amend, modify or terminate (except (i) as may be required by applicable law, (ii) as contemplated by the Merger Agreement or (iii) the regular annual renewal of insurance contracts) any pension, retirement, stock option, phantom stock, stock purchase, savings, profit sharing, deferred compensation, change in control, salary continuation, consulting, bonus, group insurance or other employee benefit, incentive or welfare contract, plan or arrangement, or any trust agreement or similar arrangement, with respect to any director, consultant, officer or employee of FPB, or take any action to accelerate the payment of benefits or the vesting or exercisability of such compensation or benefits payable thereunder;

•	sell, transfer, mortgage, pledge, encumber or otherwise dispose of or discontinue (excluding sales of loans underwritten in compliance with the procedures and standards of Fannie Mae in the secondary market in the ordinary course) any of its assets, deposits, business or properties other than in the ordinary course of business for full and fair consideration actually received;

•	acquire (other than by way of foreclosure or acquisition of control in a bona fide fiduciary capacity or in satisfaction of debts previously contracted in good faith and in each case in the ordinary and usual course of business consistent with past practice) all or any portion of the assets, business, deposits or properties of any other entity;

•	amend the organizational documents of FPB or First Commonwealth Bank;

•	implement or adopt any change in its accounting principles, practices or methods other than as required by bank regulatory accounting or generally accepted accounting principles;

•	enter into or terminate any material contract, or amend, modify, renew or extend any material contract in any

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•	settle any claim, action or proceeding, except for any claim, action or proceeding which does not involve precedent for other material claims, actions or proceedings and which involves solely money damages in an amount, individually not to exceed $25,000 or in the aggregate not to exceed $50,000 for all such settlements;

•

except pursuant to applicable law or as required by any governmental authority, implement or adopt any material change in its interest rate and other risk management policies, procedures or practices, fail to follow its existing policies or practices with respect to managing its exposure to interest rate and other risk, fail to use commercially reasonable means to avoid any material increase in its aggregate exposure to interest rate risk or fail to follow its existing policies or practices with respect to managing its fiduciary risks;

•

borrow or agree to borrow any funds including, but not limited to, pursuant to repurchase transactions, or directly or indirectly guarantee or agree to guarantee any obligations of any other person, except in each case in the ordinary course of business and with a final maturity of less than one year and excluding Federal Reserve funds purchased and Federal Home Loan Bank borrowings to fund ordinary course lending operations;

•	make or purchase any indirect or brokered loans;

•	purchase from or sell to any financial institution or other non-depository lender an interest in a loan and/or other type of credit facility, except for such credit facilities made to borrowers in FPB’s territory which are secured by collateral located in FPB’s territory in the ordinary course and consistent with past practices;

•	make any capital expenditure or capital additions or improvements which individually exceed $15,000 or in the aggregate exceed $30,000;

•	establish any new lending programs or make any changes in the policies of FPB concerning which persons may approve loans, or price or reprice any loans inconsistent with First Commonwealth Bank’s current pricing methodologies;

•	originate or issue any loans, except in accordance with existing lending policies, lending limits and authorities, or originate or issue a commitment to originate any loan in a principal amount in excess of $500,000, unless such loan is originated and eligible for sale in the secondary market based on Federal Home Loan Bank underwriting standards;

•

fail to prepare and file or cause to be prepared and filed in a timely manner consistent with past practice all tax returns that are required to be filed (with extensions) at or before the effective time of the Merger; fail to timely pay any tax due (whether or not required to be shown on any tax return); make, change or revoke any tax election or tax accounting method, file any amended tax return, settle any tax claim or assessment; consent to the extension or waiver of any statute of limitations with respect to taxes; or offer or agree to do any of the foregoing or surrender its rights to do any of the foregoing or to claim any tax refund or file any amended tax return;

•	open, close or relocate any offices at which business is conducted (including any ATMs), or fail to use commercially reasonable efforts to maintain and keep their respective properties and facilities in their present condition and working order, ordinary wear and tear excepted;

•	increase or decrease the rate of interest paid on time deposits or certificates of deposit, except in a manner consistent with rates prevailing in the relevant market;

•

foreclose upon or otherwise take title to or possession or control of any real property or entity on such property without first obtaining a Phase I Environmental Site Assessment which indicates that the property is free of hazardous material, except that no such report will be required to be obtained with respect to single-family residential real property of five acres or less to be foreclosed upon unless FPB has reason to believe such real property may contain any such hazardous material;

•	fail to use reasonably best efforts to not cause any material change in the amount or general composition of deposit liabilities excluding withdrawals of deposits in the ordinary course of business; or

•	agree or commit to do any of the foregoing.

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•	amend the organizational documents of Peoples that would adversely impact rights and obligations of Peoples shareholders;

•	knowingly take or fail to take any action intended to materially delay Peoples ability to get receipt of the regulatory approvals and perform its obligations under the Merger Agreement; or

•	agree or commit to do any of the foregoing.

•

if there is a material breach by the other party of any representation, warranty, covenant or agreement contained in the Merger Agreement that cannot be or has not been cured within 30 calendar days of notice of the breach provided, however, that such breach would be reasonably likely, individually or in the aggregate with all other breaches, in the reasonable opinion of the non-breaching party, to result in a material adverse effect;

•	in the event that the Merger has not been consummated by June 30, 2019, unless the failure to complete the Merger by that date is due to the knowing action or inaction of the party seeking to terminate;

•	in the event that (i) regulatory approval has been denied, or (ii) FPB shareholders do not adopt and approve the Merger Agreement at the FPB special shareholder meeting; or

•	if FPB desires to enter into a superior competing transaction (as defined in the Merger Agreement) or if FPB’s board changes its recommendation in favor of the Merger, in each case after payment to Peoples of the termination fee described below.

•

the average of the daily closing value of Peoples common shares as reported on the NASDAQ for the 20 consecutive trading days immediately preceding such specified date, which is referred to as the Peoples market value, is less than (a) the average of the daily closing value of Peoples common shares on the NASDAQ during the 20 consecutive trading days immediately preceding the date of execution of the Merger Agreement, which is referred to as the initial Peoples market value, multiplied by (b) 0.80; and

•

the number obtained by (a) dividing the Peoples market value on the determination date by (b) the initial Peoples market value, is less than the quotient obtained by dividing (x) the average of the closing prices of the NASDAQ Bank Index for the 20 consecutive trading days immediately preceding the determination date by (y) the closing price of the NASDAQ Bank Index on the last trading day immediately preceding the date of the first public announcement of entry into the merger agreement, which is known as the index ratio, and subtracting 0.20 from the quotient.

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(1)	Unless otherwise indicated in the footnotes to this table, the beneficial owner has sole voting and investment power with respect to all of the FPB common stock reflected in the table.

(2)	Based on the sum of 80,362 common shares outstanding.

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•	Annual Report on Form 10-K for the year ended December 31, 2017, filed with the SEC on February 27, 2018;

•	Quarterly Reports on Form 10-Q for the quarters ended March 31, 2018, June 30, 2018 and September 30, 2018 filed with the SEC on April 27, 2018, July 26, 2018 and November 7, 2018, respectively;

•	Definitive Proxy Statement on Schedule 14A filed with the SEC on March 19, 2018 and Supplement to the Proxy Statement on Schedule 14 A filed with the SEC on April 6, 2018;

•	Current Reports on Form 8-K filed with the SEC on each of April 30, 2018, June 28, 2018 (first 8-K) and November 16, 2018 (other than the portions of those documents not deemed to be filed); and

•	The description of Peoples common shares, no par value, contained in Peoples’ Registration Statement on Form 8-A dated July 20, 1993 and any amendment or report filed with the SEC for the purpose of updating such description.

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(i)	the Agreement dated October 29, 2018;

(ii)	certain publicly available financial statements and other historical financial information of FPB and Peoples that we deemed relevant;

(iii)	the historical financial performance, current financial position, budgets and management forecasts, and general prospects of FPB, as discussed with executive management of FPB;

(iv)	the estimated pro forma financial impact of the Merger to Peoples’ financial metrics, based on assumptions (including without limitation the cost savings expected to be derived from the Merger and the transaction-

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(v)	publicly reported historical stock price and trading activity for Peoples’ common stock, including an analysis of certain financial and stock information of certain other publicly traded companies deemed comparable to Peoples;

(vi)	comparison of financial performance metrics between FPB’s subsidiary bank, First Commonwealth Bank of Prestonsburg Inc. (“First Commonwealth Bank”) and banks deemed comparable to First Commonwealth Bank;

(vii)	the financial terms of certain recent business combinations in the commercial banking industry, to the extent publicly available, deemed comparable to the Merger;

(viii)	the current market environment generally and the banking environment in particular; and,

(ix)	such other information, financial studies, analyses and investigations, financial, economic, and market criteria as we considered relevant.

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Item 20.	Indemnification of Directors and Officers.

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Item 21.	Exhibits and Financial Statement Schedules

(a)	Exhibits

(b)	Financial Statement Schedules

Item 22.	Undertakings

(1)	To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement;

(i)	To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

(ii)

To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement.  Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii)	To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

(2)	That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment will be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time will be deemed to be the initial bona fide offering thereof.

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(3)	To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b)

That, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)

That prior to any public reoffering of the securities registered hereunder through use of a prospectus which is a part of this registration statement, by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c), the issuer undertakes that such reoffering prospectus will contain the information called for by the applicable registration form with respect to reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form.

(d)

That every prospectus (i) that is filed pursuant to paragraph (c) immediately preceding, or (ii) that purports to meet the requirements of section 10(a)(3) of the Securities Act of 1933 and is used in connection with an offering of securities subject to Rule 415, will be filed as a part of an amendment to the registration statement and will not be used until such amendment is effective, and that, for purposes of determining any liability under the Securities Act of 1933, each such post-effective amendment will be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time will be deemed to be the initial bona fide offering thereof.

(e)

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

(f)

The undersigned Registrant hereby undertakes to respond to requests for information that is incorporated by reference into the proxy statement/prospectus which forms a part of the registration statement pursuant to Item 4, 10(b), 11 or 13 of this Form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

(g)	The undersigned Registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

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