Form 8-K
8-K — PEOPLES FINANCIAL SERVICES CORP.
Accession: 0001104659-26-039162
Filed: 2026-04-02
Period: 2026-03-27
CIK: 0001056943
SIC: 6021 (NATIONAL COMMERCIAL BANKS)
Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers
Item: Financial Statements and Exhibits
Documents
8-K — tm2610999d1_8k.htm (Primary)
EX-10.1 — EXHIBIT 10.1 (tm2610999d1_ex10-1.htm)
XML — IDEA: XBRL DOCUMENT (R1.htm)
8-K — FORM 8-K
8-K (Primary)
Filename: tm2610999d1_8k.htm · Sequence: 1
false
0001056943
0001056943
2026-03-27
2026-03-27
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report: March 27, 2026
(Date of earliest event reported)
PEOPLES FINANCIAL SERVICES CORP.
(Exact name of registrant as specified in its Charter)
PA
001-36388
23-2391852
(State or other jurisdiction
(Commission file number)
(IRS Employer
of incorporation)
Identification No.)
30 E D Preate Drive, Moosic, PA 18507
(Address of Principal Executive Offices) (Zip Code)
(570) 346-7741
(Registrant’s telephone number, including
area code)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (See General
Instruction A.2. below):
¨ Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, $2.00 par value
PFIS
The Nasdaq Stock Market LLC
Indicate by check mark whether the
registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or
Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ¨
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
Appointment of Officer
On March 27, 2026, Peoples Financial Services
Corp., a Pennsylvania corporation (“Peoples”) and its banking subsidiary, Peoples Security Bank and Trust Company (“Peoples
Bank”) appointed Gerard A. Champi, President of Peoples and Peoples Bank effective April 3, 2026, upon the retirement of Thomas
P. Tulaney, effective April 3, 2026, as previously reported on Peoples’ Current Report on Form
8-K filed with the Securities and Exchange Commission (“SEC”) on January 30, 2026, which is incorporated herein by reference.
Mr. Champi is a party to that certain Employment
Agreement dated July 26, 2024 between Mr. Champi and Peoples and Peoples Bank, a summary of which can be found in Peoples Current Report
on Form 8-K filed with
the SEC on July 29, 2024, and which is incorporated herein by reference. Since December 31, 2024, Mr. Champi has served as Chief Executive
Officer of Peoples and Peoples Bank, and he will continue in that roll in addition to his duties as President. Additional information
about Mr. Champi’s background, experience, and qualifications can be found in Peoples’ Definitive
Proxy Statement filed with the SEC on April 1, 2025, under the heading “Executive Officers and Compensation,” and is incorporated
herein by reference.
There is no family relationship between Mr. Champi
and any other person serving as a director or executive officer of Peoples. Mr. Champi is not a party to any transaction that requires
disclosure under Item 404(a) of Regulation S-K.
Officer Compensatory Arrangements
In connection with Mr. Tulaney’s retirement,
Peoples accelerated the vesting of 207 shares of restricted stock and 709 restricted stock units previously awarded to Mr. Tulaney under
the 2023 Equity Incentive Plan to his date of retirement and agreed to transfer to Mr. Tulaney the company owned vehicle used by him.
On March 27, 2026, Peoples Bank entered into a
Consulting and Confidentiality Agreement with Mr. Tulaney with an effective date of April 3, 2026. Pursuant to the agreement, Mr. Tulaney
shall provide Peoples Bank and its employees with senior advisory services, including but not limited to, consulting on strategic initiatives
and operations, evaluating business opportunities, assisting with high profile relationships and community and stakeholder engagement.
Mr. Tulaney shall be paid a consulting fee equal to Eight Thousand and 00/100 Dollars ($8,000.00) per month by Peoples Bank. Either Peoples
Bank or Mr. Tulaney may terminate the agreement for any reason or no reason, by providing the counterparty thirty (30) days written notice.
The foregoing description of the agreement is not complete and is qualified in its entirety by reference to the complete text of the agreement,
which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Departure of Director
On April 1, 2026, Elisa Zúñiga Ramirez
provided notice to Peoples that she will not stand for reelection as a director of Peoples when her term expires at the 2026 annual meeting
of shareholders. Such decision was not the result of any disagreement with Peoples.
The board of directors of Peoples has resolved
to decrease the number of directors constituting the entire Peoples board from fifteen to fourteen, and the board of directors of Peoples
Bank has resolved to decrease the number of directors constituting the entire Peoples Bank board from seventeen to fifteen, in each case
effective as of the 2026 annual meeting of shareholders.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
The following exhibits are filed with this form
8-K:
Exhibit No.
Description
10.1
Consulting and Confidentiality Agreement dated March 27, 2026 between Peoples Bank and Thomas P. Tulaney
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
PEOPLES
FINANCIAL SERVICES CORP.
By:
/s/ James M. Bone, Jr., CPA
James M. Bone, Jr., CPA
Executive Vice President and Chief Financial Officer
Principal Financial Officer
Dated: April 2, 2026
EX-10.1 — EXHIBIT 10.1
EX-10.1
Filename: tm2610999d1_ex10-1.htm · Sequence: 2
Exhibit 10.1
Consulting
and CONFIDENTIALITY AGREEMENT
THIS CONSULTING AND CONFIDENTIALITY AGREEMENT
(“Agreement”) is made as of the 27th day of March, with an effective date of April 3, 2026 (the “Effective
Date”), by and between Peoples Security Bank and Trust Company, a Pennsylvania state chartered bank and trust company (the “Bank”)
and the undersigned consultant Thomas P. Tulaney (the “Consultant” and, together with the Bank, the “Parties”).
Background
A. The Parties desire the Consultant to provide
certain services to the Bank. In order to perform the services, the Consultant may have access to certain confidential information of
the Bank and its affiliates.
B. The Consultant has been advised of and acknowledges
the competitive value and proprietary nature of the confidential information of the Bank and its affiliates, and the damage that could
result to the Bank and its affiliates if their confidential information is improperly used or disclosed.
C. The Bank is only willing to engage the Consultant
to provide services to the Bank in the event that the Consultant agrees to the terms and conditions set forth in this Agreement.
Agreement
NOW THEREFORE, in consideration
the mutual premises and undertakings contained herein, and other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, the Parties, intending to be legally bound hereby, agree as follows:
1. Services. During the term of this Agreement,
the Consultant shall perform the services described on Exhibit “A” attached hereto and made a part hereof, (the
“Services”). The Consultant shall determine the manner, method, details and means of performing the Services, and the
Parties acknowledge and agree that the Consultant may perform services for any other person or entity as long as the performance of such
services does not conflict with Consultant’s obligations under this Agreement or are in competition with the business of the Bank
and its affiliates.
2. Term. The term of this Agreement shall
commence on the Effective Date and shall continue until terminated as provided herein. Either Party may terminate this Agreement at any
time, and for any reason or no reason, by thirty (30) days’ written notice to the other Party. The Consultant’s obligations
of confidentiality, limited use and nondisclosure shall survive the termination or expiration of this Agreement indefinitely.
3. Compensation. In full consideration
for the Services to be provided hereunder, the Bank shall pay consultant Eight Thousand and 00/100 Dollars ($8,000.00) per month (the
“Consulting Fees”). The Consulting Fees shall be payable on the 10th day of the month, with the first payment due
on May 10, 2026. Consultant shall submit to the Bank, no later than the 10th day of the month following the month that
the Services are performed, a statement outlining the date and description of the services performed (the “Consultant’s Statement”).
Attached hereto and made a part hereof, marked Exhibit “B”, is a copy of the Consultant’s Statement template.
4. Independent Contractor Relationship.
The Consultant shall at all times be an independent contractor and not an employee of the Bank and nothing herein shall be deemed to create
an employer-employee relationship. As an independent contractor, the Consultant shall not be eligible to participate in any employee benefits
the Bank may provide, such as those it provides to its employees, if any, including, but not limited to: medical, disability, workers’
compensation or other insurance; vacation, personal, sick or holiday pay; or other benefits. The Consultant shall obtain his own insurance
and provide proof of insurance to the Bank, upon request. The Bank shall not withhold taxes or otherwise make deductions from the Consultant’s
compensation and the Consultant shall be issued an IRS Form 1099 in connection with his compensation to the extent required by law.
The Consultant shall be solely responsible for any taxes incurred as a result of the compensation paid under this Agreement.
5. Definition of Confidential Information.
As used in this Agreement, the term “Confidential Information” means all oral and written information, including without
limitation the Bank Data (as such term is defined below), that is not generally known to the public, including, without limitation, any
and all information and trade secrets relating to the operation, business, strategies, financial affairs, products, systems (computer
and otherwise), technologies, sales, research and development, user data, services, vendor information, customer information (including
nonpublic personal information), employee information or intellectual properties of the Bank or its affiliates or any other party with
whom the Bank or its affiliates is doing business, and any and all other information concerning the Bank and its affiliates, including
without limitation all information encompassed in descriptions, reports, recommendations, analyses, proposals, test data, other data,
business plans or other plans, treatments, scripts, budgets, programs, outlines, specifications, ideas, concepts, models, and documents,
whether or not protectable by patent, copyright or other laws, whether furnished before or after the date of this Agreement, together
with any additional information derived from such information and contained in all analyses, compilations, studies or other documents
or records prepared by the Consultant or its Representatives, as well as all copies and other reproductions thereof, whether in writing
or stored or maintained in or by electronic, magnetic or other means, media or devices. As used in this Agreement, the term “Representatives”
means, with respect to any Party, the directors, officers, shareholders, employees, affiliates and controlling persons of such Party (as
applicable), and its and their respective agents, advisors and representatives (including without limitation attorneys, accountants and
financial advisors).
6. Exclusions from Confidential Information.
Notwithstanding anything to the contrary contained in Paragraph 5, Confidential Information does not include information which (i) was
or becomes available to the public other than as a result of a disclosure by the Consultant or its Representatives; or (ii) was or
becomes available to the Consultant on a non-confidential basis from a source other than the Bank or any of its Representatives, provided
that such source is not bound by a confidentiality agreement with the Bank or otherwise prohibited from transmitting the information to
the Consultant; or (iii) was within the Consultant’s possession prior to its being furnished by or on behalf of the Bank, provided
that the source of such information was not bound by a confidentiality agreement with the Bank in respect thereof or otherwise prohibited
from transmitting the information to the Consultant.
7. Use of Confidential Information.
a. The
Consultant agrees to keep any Confidential Information confidential and not to disclose any Confidential Information or use any Confidential
Information for any purpose other than to the extent necessary for the performance of the Services. Accordingly, the Consultant agrees
to treat the Confidential Information which he receives as he would his own confidential information and to take all reasonable precautions
to prevent the unauthorized disclosure to any third party of any Confidential Information.
b. The
Consultant shall be responsible for any improper use of the Confidential Information by his Representatives and agrees, at his own expense,
to take all reasonable measures, including but not limited to court proceedings, to restrain his Representatives from unauthorized disclosure
or use of the Confidential Information. Prior to providing any Representative with access to Confidential Information the Consultant shall
(i) take reasonable steps to verify that the relevant Representative is capable of maintaining the privacy, confidentiality and security
of the Confidential Information; and (ii) require the third party to maintain adequate safeguards for Confidential Information.
c. In
addition, the Consultant shall comply with all applicable federal, state and local laws, rules, regulations and ordinances governing or
relating to the security of Bank Data or privacy rights in connection with his performance of any services for the Bank, including, without
limitation, the Gramm-Leach-Bliley Act, as amended (“GLB”) and the New York Department of Financial Services Cybersecurity
Requirements for Financial Services Companies (collectively “Applicable Data Protection Laws”). The Consultant shall
implement such physical and other security measures as shall be necessary to (i) ensure the security and confidentiality of the “nonpublic
personal information” of the current or former “customers” and “consumers” (as those terms are defined in
GLB) of the Bank (collectively: the “Bank Data”) which the Consultant holds, (ii) protect against any threats
or hazards to the security and integrity of such Bank Data, (iii) protect against any unauthorized access to or use of such Bank
Data, and (iv) comply with Applicable Data Protection Laws . At a minimum the security measures shall include: implementing and maintaining
a written information security program; encrypting Bank Data in transit and at rest; procedures to detect and report potential Information
Security Incidents (as defined below); multifactor authentication controls when Bank Data is externally accessed; and, a process for regularly
testing, assessing, and evaluating the effectiveness of the information security program.
d. Absent
the Bank’s prior written consent (which may be withheld in the Bank’s sole discretion) or as otherwise directed by the Bank
or as required for the performance of the Services, Bank Data shall not be (i) used, disclosed, monitored, analyzed, individualized,
anonymized, aggregated, stored, copied or otherwise provided to third parties by the Consultant or his Representatives, or (ii) sold,
assigned, or leased by the Consultant or his Representatives, or (iii) commercially exploited in any form (including any individualized,
anonymized or aggregated form) by or on behalf of the Consultant or his Representatives.
e. The
Consultant shall at all times comply with all privacy, safety, security and data retention policies and procedures provided or communicated
by the Bank which policies and procedures which may be amended from time to time. Upon request, the Consultant will provide evidence reasonably
satisfactory to allow the Bank to confirm that the Consultant has satisfied its obligations as required under this paragraph.
f. The
Consultant shall promptly notify the Bank in writing if the Consultant cannot comply with his obligations under this Section 7.
If this is the case, the Bank and the Consultant shall use their best efforts to remedy the situation. The Bank may, in its sole discretion
and without penalty of any kind to the Bank, suspend the transfer or disclosure of Bank Data to the Consultant or access to Bank Data
by the Consultant, terminate any further processing of Bank Data by the Consultant, and terminate the Agreement, if doing so is necessary
to comply with applicable privacy and security laws or is required or requested by a regulator or other governmental body.
g. Any
determination regarding the applicability of privacy and security laws to any actual or threatened breach or compromise of the security,
confidentiality, or integrity of Bank Data and/or of Confidential Information (collectively: an “Information Security Incident”)
and the scope of the obligations pursuant to such laws shall be within the sole discretion of the Bank, and the Consultant shall comply
with any such determination.
h. In
the event of an Information Security Incident, the Consultant will fully cooperate with the Bank to secure Bank Data. The Consultant shall
notify the Bank in writing within not more than forty-eight (48) hours following discovery of any Information Security Incident, which
notice shall include a detailed description of the circumstances of the disclosure and the parties involved. Consultant shall reimburse
the Bank for the cost of notification of all affected parties as well as reimbursement of any remedy to correct and mitigate the effect
of any such Information Security Incident, including at least one year of credit monitoring services to any affected party whose personal
or confidential data may have been compromised.
i. The
content of any filings, communications, notices, press releases or reports related to any Information Security Incident must be approved
by the Bank prior to any publication or communication thereof. The Consultant agrees that the Bank retains the sole authority and discretion
to contact and involve law enforcement agencies in connection with an Information Security Incident when the decision whether to involve
such agencies is discretionary (that is, when no legal obligation, statutory or otherwise, requires one of the parties to contact law
enforcement). If the Bank elects to contact law enforcement agencies regarding an Information Security Incident, the Consultant agrees
to cooperate fully with such law enforcement agencies and any decision made by the Bank regarding the scope and goals of any investigation
undertaken by such agencies.
j. The
Consultant will not transfer Bank Data across a country border or to an offshore location.
k. The
Consultant hereby acknowledges that he is aware, and that he will advise any of his Representatives who receive Confidential Information,
that the United States securities laws prohibit any person who has received from an issuer material, nonpublic information from purchasing
or selling securities of such issuer (and options, warrants and rights relating thereto) or from communicating such information to any
other person under circumstances in which it is reasonably foreseeable that such person (including, without limitation, any of the Consultant’s
Representatives) is likely to purchase or sell such securities.
8. Access to Information Systems. Access
to Bank provided systems, including, but not limited to, computers, networks, databases, and servers owned, licensed or leased by the
Bank, or operated by a third party on behalf of the Bank (“Bank Systems”), whether onsite or online, is granted to
Consultant solely to perform Consultant’s duties and obligations under this Agreement, and is limited to those specific Bank Systems,
time periods and personnel as are separately agreed to by the Bank and the Consultant from time to time. Use of Bank Systems during other
time periods or by individuals not authorized by the Bank is expressly prohibited. Access is subject to the Bank’s business control
and information protection policies, standards and guidelines as may be modified from time to time and that are provided or communicated
to the Consultant. Use of any other Bank Systems is expressly prohibited. This prohibition applies even when a Bank System that Consultant
is authorized to access serves as a gateway to other Bank Systems outside the Consultant’s scope of authorization. The Consultant
agrees to access the Bank Systems only from specific locations approved for access by the Bank. For access outside of the Bank’s
premises, the Bank will designate the specific network connections to be used to access the Bank Systems.
9. Network Security. The Consultant shall
only connect to the Bank Systems through approved network connections (“Approved Connections”). The Consultant shall
use an Approved Connection only in accordance with all applicable security and other policies and procedures which the Bank implements
and may change from time to time that are provided or communicated to the Consultant by the Bank. The Consultant shall use his best efforts
to prevent all security breaches through the Approved Connections, implement stringent security procedures (including, but not limited
to, the ones set forth herein and in the Bank’s policies), and act immediately to address any non-approved methods of connection,
security breach, or exposure to hacking attempts. The right to connect to Bank Systems from external locations may be revoked at any time.
Minimum network security shall include:
a. The
Consultant will allow only those of his Representatives approved in advance by the Bank (“Authorized Personnel”) to
access the Bank Systems. The Consultant shall be solely responsible for ensuring that Authorized Personnel are not security risks, and
upon the Bank’s request, the Consultant will provide the Bank with any information reasonably necessary for the Bank to evaluate
security issues relating to any Authorized Personnel.
b. The
Consultant shall promptly notify the Bank contact communicated to the Consultant, whenever any Authorized Personnel: (i) leaves the
Consultant’s employ, (ii) such Authorized Personnel’s service relationship with the Consultant ends or (iii) such
Authorized Personnel’s service relationship with the Consultant no longer requires access to the Bank Systems. Additionally, the
Consultant shall immediately shut down all access to the Bank Systems for any Authorized Personnel no longer engaged by Consultant on
providing Services.
c. Authorized
Personnel accessing the Bank Systems externally shall at a minimum do so through password protected systems, shall change passwords on
a regular basis (and no less frequently than every 30 days), shall never access the Bank Systems from a shared or public computer, device
or network, and shall follow all the Bank’s business control and information protection policies, standards and guidelines as may
be modified from time to time and that are provided or communicated to the Consultant.
10. No License or Transfer. The Confidential
Information shall at all times remain the property of the Bank. No license of any trade secrets, copyrights, patents or other rights is
granted by this Agreement or by any disclosure of Confidential Information.
11. Destruction/Return of Confidential Information.
Upon the Bank’s request, all Confidential Information (including all copies, extracts or other reproductions in whole or in part
thereof), whether in writing or stored or maintained in or by electronic, magnetic or other means, media or devices, shall be returned
or destroyed, so that no copy of the Confidential Information remains or can be accessed or restored in any way. In the event Confidential
Information is destroyed, the Consultant shall certify such destruction to the Bank.
12. Compelled Disclosure. Notwithstanding
anything to the contrary set forth herein, in the event that a Consultant or its Representatives are requested or become legally compelled
(by oral questions, interrogatories, request for information or documents, subpoena, civil investigative demand or similar process) to
disclose any of the Confidential Information or take any other action prohibited hereby, the Bank will be provided with prompt written
notice so that the Bank may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Confidentiality
Agreement. In the event that such protective order or other remedy is not sought or obtained or that the compliance with the provisions
of this Confidentiality Agreement is waived, the Consultant agrees that it will furnish only that portion of the Confidential Information
which, in the reasonable opinion of its counsel, the Consultant is compelled to disclose without standing liable for contempt or suffering
other censure or penalty. The Consultant further agrees that it will exercise its best efforts to obtain reliable assurance that confidential
treatment will be accorded to that portion of the Confidential Information which subject to the compelled disclosure.
13. Audit. Consultant agrees that the Bank
shall have the right, from time to time, upon written notice to the Consultant, to conduct an investigation and audit of the Consultant’s
policies, procedures, books, records and accounts to verify compliance with the provisions of this Agreement, including without limitation,
provisions relating to confidentiality, privacy and security. The Consultant agrees to cooperate fully with such investigation, the method
of which shall be at the sole discretion of the Bank. Without limiting any other remedies at law or at equity, the Bank may, at the Bank’s
sole discretion, terminate this Agreement or suspend or remove any Consultant Representatives.
14. Indemnification. The Consultant agrees
to indemnify and hold harmless the Bank, and its affiliates, and its and their shareholders, directors, officers employees and agents
(collectively, the “Indemnified Parties”) from and against any and all costs and expenses (including without limitation
reasonable attorneys’ fees) incurred by or on behalf of any Indemnified Party arising out of any breach by the Consultant or any
of its Representatives of any provision of this Agreement.
15. Injunctive Relief. The Parties acknowledge
and agree that, in the event of any breach of this Agreement, the Bank might be irreparably harmed and unable to be made whole by monetary
damages. It is accordingly agreed that the Bank, in addition to any other remedy to which it may be entitled in law or equity, will be
entitled to seek an injunction to remedy breaches of this Agreement and/or to compel specific performance of this Agreement.
16. No Conflicting Obligations. The Consultant
represents that he is not a party to any agreement, and does not have any obligations, that conflict with his obligations under this Agreement.
17. Miscellaneous. This Agreement shall
be governed by, and construed and interpreted in accordance with, the laws of the Commonwealth of Pennsylvania, without respect to its
rules on the conflict of laws. The Consultant may not assign this Agreement, or any of his rights or obligations hereunder, without
the prior written consent of the Bank. This Agreement shall be binding upon the respective successors and permitted assigns of the Parties
and shall inure to the benefit of and be enforceable by the Parties and their respective successors and permitted assigns. In the event
that any term of this Agreement is held to be invalid, illegal, or unenforceable, such invalidity, illegality, or unenforceability shall
not affect any other portion of this Agreement, and there shall be deemed substituted therefor such term as will most fully realize the
intent of the Parties as expressed in this Agreement to the fullest extent permitted by applicable law, the Parties hereby declaring their
intent that this Agreement be construed in such fashion as to maintain its existence, validity and enforceability to the greatest extent
possible. This Agreement constitutes the entire understanding and agreement of the Parties respecting the subject matter hereof and supersedes
any and all prior agreements or arrangements, written or oral, between the Parties relating thereto. This Agreement may not be amended
or supplemented in any way except by a written document signed by the Party against whom such amendment or supplement is sought to be
enforced. The failure on the part of either Party to enforce, or any delay in enforcing, any right, power or remedy that such Party may
have under this Agreement shall not constitute a waiver of any such right, power or remedy, or release the other Party from any obligations
under this Agreement, except by a written document signed by the Party against whom such waiver or release is sought to be enforced. This
Agreement may be executed by the Parties in separate counterparts, and delivered by facsimile or other electronic means, each of which
when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument.
[Signature page follows.]
IN WITNESS WHEREOF, the Parties have executed
this Agreement under their respective hands as of the day and year written.
BANK:
CONSULTANT:
Peoples Security Bank and Trust Company
By:
/s/
Gerard A. Champi
/s/ Thomas P. Tulaney
(signature)
(signature)
Name: Gerard A. Champi
Name: Thomas P. Tulaney
Title: Chief Executive Officer
Date: March 27, 2026
Date: March 27, 2026
Exhibit A
Services
Consultant shall provide senior advisory services
to the Bank and its employees, including but not limited to, consulting on strategic initiatives and operations, evaluating business opportunities,
assisting with high profile relationships and community and stakeholder engagement.
XML — IDEA: XBRL DOCUMENT
XML
Filename: R1.htm · Sequence: 7
v3.26.1
Cover
Mar. 27, 2026
Cover [Abstract]
Document Type
8-K
Amendment Flag
false
Document Period End Date
Mar. 27, 2026
Entity File Number
001-36388
Entity Registrant Name
PEOPLES FINANCIAL SERVICES CORP.
Entity Central Index Key
0001056943
Entity Tax Identification Number
23-2391852
Entity Incorporation, State or Country Code
PA
Entity Address, Address Line One
30 E D Preate Drive
Entity Address, City or Town
Moosic
Entity Address, State or Province
PA
Entity Address, Postal Zip Code
18507
City Area Code
570
Local Phone Number
346-7741
Written Communications
false
Soliciting Material
false
Pre-commencement Tender Offer
false
Pre-commencement Issuer Tender Offer
false
Title of 12(b) Security
Common Stock, $2.00 par value
Trading Symbol
PFIS
Security Exchange Name
NASDAQ
Entity Emerging Growth Company
false
X
- Definition
Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.
+ References
No definition available.
+ Details
Name:
dei_AmendmentFlag
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Area code of city
+ References
No definition available.
+ Details
Name:
dei_CityAreaCode
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Cover page.
+ References
No definition available.
+ Details
Name:
dei_CoverAbstract
Namespace Prefix:
dei_
Data Type:
xbrli:stringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
+ References
No definition available.
+ Details
Name:
dei_DocumentPeriodEndDate
Namespace Prefix:
dei_
Data Type:
xbrli:dateItemType
Balance Type:
na
Period Type:
duration
X
- Definition
The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
+ References
No definition available.
+ Details
Name:
dei_DocumentType
Namespace Prefix:
dei_
Data Type:
dei:submissionTypeItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Address Line 1 such as Attn, Building Name, Street Name
+ References
No definition available.
+ Details
Name:
dei_EntityAddressAddressLine1
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Name of the City or Town
+ References
No definition available.
+ Details
Name:
dei_EntityAddressCityOrTown
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Code for the postal or zip code
+ References
No definition available.
+ Details
Name:
dei_EntityAddressPostalZipCode
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Name of the state or province.
+ References
No definition available.
+ Details
Name:
dei_EntityAddressStateOrProvince
Namespace Prefix:
dei_
Data Type:
dei:stateOrProvinceItemType
Balance Type:
na
Period Type:
duration
X
- Definition
A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
+ Details
Name:
dei_EntityCentralIndexKey
Namespace Prefix:
dei_
Data Type:
dei:centralIndexKeyItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Indicate if registrant meets the emerging growth company criteria.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
+ Details
Name:
dei_EntityEmergingGrowthCompany
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
+ References
No definition available.
+ Details
Name:
dei_EntityFileNumber
Namespace Prefix:
dei_
Data Type:
dei:fileNumberItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Two-character EDGAR code representing the state or country of incorporation.
+ References
No definition available.
+ Details
Name:
dei_EntityIncorporationStateCountryCode
Namespace Prefix:
dei_
Data Type:
dei:edgarStateCountryItemType
Balance Type:
na
Period Type:
duration
X
- Definition
The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
+ Details
Name:
dei_EntityRegistrantName
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
+ Details
Name:
dei_EntityTaxIdentificationNumber
Namespace Prefix:
dei_
Data Type:
dei:employerIdItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Local phone number for entity.
+ References
No definition available.
+ Details
Name:
dei_LocalPhoneNumber
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 13e
-Subsection 4c
+ Details
Name:
dei_PreCommencementIssuerTenderOffer
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14d
-Subsection 2b
+ Details
Name:
dei_PreCommencementTenderOffer
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Title of a 12(b) registered security.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b
+ Details
Name:
dei_Security12bTitle
Namespace Prefix:
dei_
Data Type:
dei:securityTitleItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Name of the Exchange on which a security is registered.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection d1-1
+ Details
Name:
dei_SecurityExchangeName
Namespace Prefix:
dei_
Data Type:
dei:edgarExchangeCodeItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14a
-Subsection 12
+ Details
Name:
dei_SolicitingMaterial
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Trading symbol of an instrument as listed on an exchange.
+ References
No definition available.
+ Details
Name:
dei_TradingSymbol
Namespace Prefix:
dei_
Data Type:
dei:tradingSymbolItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
-Number 230
-Section 425
+ Details
Name:
dei_WrittenCommunications
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration