Peoples Bancorp to Buy Citizens National in $76.6 Million Deal
The mixed cash-and-stock merger is expected to be immediately accretive, with a tangible book value earnback of less than one year.
Peoples Bancorp Inc. (PEBO) agreed to acquire Citizens National Corporation (CZNL), a bank holding company headquartered in Paintsville, Kentucky, in a cash and stock transaction valued at approximately $76.6 million.
Under the merger agreement, Citizens will merge with and into Peoples, and Citizens Bank of Kentucky, Inc. will subsequently merge with and into Peoples Bank. Shareholders of Citizens will receive 2.10 shares of Peoples common stock plus $8.00 in cash for each share of Citizens common stock. Based on Peoples’ 20-day volume-weighted average price of $33.52 on April 20, 2026, the aggregate value is about $78.39 a share.
The transaction is intended to qualify as a tax-free reorganization for federal income tax purposes and to provide a tax-free exchange for Citizens stockholders on the stock consideration. Peoples said the deal is expected to be immediately accretive to estimated earnings, with a tangible book value earnback of less than one year and an internal rate of return in excess of 20%.
Citizens, through its community bank subsidiary and 132 employees, operates 12 branches located primarily in Eastern Kentucky, including Johnson, Floyd, Boyd, Carter, Clark, Lawrence, Pike, and Magoffin counties. As of March 31, 2026, Citizens had $686 million in total assets, including $342 million in gross loans and $586 million in total deposits.
Peoples, a diversified financial services holding company headquartered in Marietta, Ohio, had $9.6 billion in total assets as of March 31, 2026, and 144 locations, including 127 full-service bank branches in Ohio, West Virginia, Kentucky, Virginia, Washington, D.C., and Maryland.
“We are pleased to expand our footprint in Kentucky through the acquisition of an exceptional franchise in Citizens Bank of Kentucky. Their locations are within areas that mean a lot to us,” said Tyler Wilcox, President and Chief Executive Officer of Peoples. “Citizens’ low-cost deposits and high level of balance sheet liquidity allow us to not only strengthen the Peoples’ deposit base but to also maintain the flexibility to remain under $10 billion in assets. We look forward to growing in Eastern Kentucky, working alongside Citizens’ employees, customers, and communities.”
Leisha Maynard, President and Chief Executive Officer of Citizens, said the company is looking forward to joining an organization that will continue its culture and that the partnership will deliver value to shareholders, customers, and communities.
The merger agreement was unanimously approved by the boards of both companies. The acquisition is expected to close during the second half of 2026, subject to customary closing conditions, including regulatory approvals and the approval of Citizens shareholders. Peoples was advised by Raymond James & Associates, Inc. and Vorys, Sater, Seymour and Pease LLP. Citizens was advised by Forvis Mazars Capital Advisors, LLC and FBT Gibbons LLP. Hovde Group, LLC issued a fairness opinion to Citizens.