--- schema_version: "secwatch.filing_event.v1" accession: "0001157523-23-000649" form_type: "8-K" ticker: null cik: "0001358356" company_name: "LIMESTONE BANCORP, INC." filed_at: "2023-05-01T23:59:59+00:00" generated_at: "2026-06-16T04:45:24.695185+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 0.75 calibrated_materiality_score: 0.75 confidence: "high" source: SEC EDGAR --- # Limestone Bancorp acquired by Peoples Bancorp in all-stock merger; stock delisted ## Summary - Merger completed April 30, 2023; shareholders received 0.90 PEBO shares per Limestone share. - Limestone common stock delisted from Nasdaq; company to file Form 15 to deregister with SEC. - Directors and executive officers of Limestone ceased; PEBO and Peoples Bank leadership remains. - Glenn Hogan to join PEBO board; executive officers Taylor, Barnhouse, Davis, Seiler receive severance. - Limestone's articles and bylaws replaced by PEBO's governing documents. ## SEC filing metadata - accession: 0001157523-23-000649 - form_type: 8-K - cik: 0001358356 - company_name: LIMESTONE BANCORP, INC. - filed_at: 2023-05-01T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 0.75 - calibrated_materiality_score: 0.75 - confidence: high - sec_items: 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1358356/000115752323000649/0001157523-23-000649-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1358356/000115752323000649/a53389802.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001157523-23-000649 - JSON: https://secwatch.observer/filing/0001157523-23-000649.json - Plain text: https://secwatch.observer/filing/0001157523-23-000649.txt ## Key facts - Executive change Glenn Hogan departed as Chairman of the Board at LIMESTONE BANCORP, INC.. - Action: ceased serving - Role: Chairman of the Board source text: each of the directors and executive officers of the Company and the Bank ceased serving as a director or executive officer on April 30, 2023 evidence_url: https://www.sec.gov/Archives/edgar/data/1358356/000115752323000649/0001157523-23-000649-index.htm - Executive change Phil Barnhouse departed as other_named_officer at LIMESTONE BANCORP, INC.. - Action: ceased serving source text: each of the directors and executive officers of the Company and the Bank ceased serving as a director or executive officer on April 30, 2023 evidence_url: https://www.sec.gov/Archives/edgar/data/1358356/000115752323000649/0001157523-23-000649-index.htm - Executive change John Taylor departed as other_named_officer at LIMESTONE BANCORP, INC.. - Action: ceased serving source text: each of the directors and executive officers of the Company and the Bank ceased serving as a director or executive officer on April 30, 2023 evidence_url: https://www.sec.gov/Archives/edgar/data/1358356/000115752323000649/0001157523-23-000649-index.htm - Executive change John Davis departed as other_named_officer at LIMESTONE BANCORP, INC.. - Action: ceased serving source text: each of the directors and executive officers of the Company and the Bank ceased serving as a director or executive officer on April 30, 2023 evidence_url: https://www.sec.gov/Archives/edgar/data/1358356/000115752323000649/0001157523-23-000649-index.htm - Governance Changes LIMESTONE BANCORP, INC.: Due to the holding company merger, the company ceased to exist, its articles of incorporation and bylaws ceased to be in effect, and PEBO's articles and regulations remained as the surviving corporation. - Change: fiscal year change source text: Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. The information set forth above under Item 2.01 of this Current Report on Form 8-K is incorporated into this Item 5.03. At the effective time of the Holding Company Merger, the Company ceased to exist and PEBO continued as the surviving corporation. The Articles of Incorporation of PEBO and the Regulations of PEBO, as amended and in effect immediately prior to the effective time of the Holding Company Merger, remained, as amended, the Articles of Incorporation and Regulations of PEBO as the surviving corporation in the Holding Company Merger. Consequently, the articles of incorporation and bylaws of the Company ceased to be in effect upon completion of the Holding Company merger. evidence_url: https://www.sec.gov/Archives/edgar/data/1358356/000115752323000649/0001157523-23-000649-index.htm - M&A Transactions LIMESTONE BANCORP, INC. underwent a change of control involving Peoples Bancorp Inc. for 0.90 shares of common stock of PEBO for each share of Company Common Stock (closed 2023-04-30). - Action: change of control - Counterparty: Peoples Bancorp Inc. - Consideration: 0.90 shares of common stock of PEBO for each share of Company Common Stock - Closing: 2023-04-30 source text: (collectively, the “ Company Common Stock ”) were converted into the right to receive shares of common stock of PEBO. The exchange ratio in the Holding Company Merger was 0.90 shares of common stock of PEBO for each share of Company Common Stock (the “ Merger Consideration ”). Each shareholder of the Company who would otherwise be entitled to receive a evidence_url: https://www.sec.gov/Archives/edgar/data/1358356/000115752323000649/0001157523-23-000649-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.