Form 8-K

8-K — CITIZENS FINANCIAL SERVICES INC

Accession: 0000739421-26-000059

Filed: 2026-06-22

Period: 2026-06-16

CIK: 0000739421

SIC: 6022 (STATE COMMERCIAL BANKS)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Documents

8-K — czfs-20260622.htm (Primary)

EX-10.1 (fourthamendmentserp.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT FILING

8-K (Primary)

Filename: czfs-20260622.htm · Sequence: 1

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 (Date of earliest event reported): June 16, 2026

CITIZENS FINANCIAL SERVICES, INC.

(Exact name of registrant as specified in its charter)

Pennsylvania

001-41410

23-2265045

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

15 S Main St.

Mansfield, Pennsylvania

16933

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (570) 662-0444

Not Applicable

(Former name or former address, if changed since last report)

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

Name of each exchange on which registered

Common Stock, Par Value $1.00 Per Share

CZFS

Nasdaq Capital Market

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

(d) Director Appointment

On June

16, 2026, the Board of Directors of Citizens Financial Services, Inc. (the

“Company”), the parent company of First Citizens Community Bank (the “Bank”),

appointed John D. Behm to the Company’s Board of Directors. Mr. Behm is a

director of the Bank and will continue to serve on the Bank’s Board of

Directors.

Mr. Behm’s

committee assignments on the Company’s Board of Directors, if any, have not yet

been determined. Mr. Behm serves on the Credit Committee and Trust Investment

Committee of the Bank’s Board of Directors.

Mr.

Behm will be compensated as an non-employee director of the Company in

accordance with the compensation policies described in the Company’s Definitive

Proxy Statement for the Company’s 2026 Annual Meeting of Shareholders.

There

were no arrangements or understandings between Mr. Behm and any other person

pursuant to which he was selected as a director. Additionally, there has been

no transaction nor are there any proposed transactions between the Company and

Mr. Behm that would require disclosure pursuant to Item 404(a) of Regulation

S-K.

(e) Amendment to Supplemental

Executive Retirement Plan

June 16, 2026, the Company entered into an amendment to the Company’s

Supplemental Executive Retirement Plan (the “SERP”) to provide a SERP benefit

for Stephen J. Guillaume, Executive Vice

President, Chief Financial Officer and Treasurer of the Company and of the Bank

(the “Fourth Amendment”). The SERP provides Mr. Guillaume with a supplemental

retirement benefit equal to a specific percentage (10.0%) multiplied by the

highest average annual cash compensation earned by Mr. Guillaume during any

three (3) non-consecutive completed calendar years of service in the ten (10)

completed calendar years preceding Mr. Guillaume’s termination of

employment. The SERP benefits are intended to provide supplemental

retirement benefits to the executive.

The

foregoing description of the Fourth Amendment is qualified in its entirety by

reference to the text of the Fourth Amendment, filed herewith as Exhibit 10.1,

which is incorporated herein by reference.

(f) Determination and Payment of Annual Incentive Plan

Awards for Fiscal Year 2025

On June 16, 2026, the Board of Directors of the Company

completed its determination of the annual bonus amounts for the Company’s named

executive officers under the Company’s Annual Incentive Plan for the fiscal

year ending December 31, 2025. This

information was not included in the Summary Compensation Table (the “Summary

Compensation Table”) in the Company’s Definitive Proxy Statement for its 2026

Annual Meeting of Shareholders, filed with the U.S. Securities and Exchange

Commission on March 12, 2026 (the “Proxy Statement”), because the amounts had

not been determined at the time of filing of the Proxy Statement. In accordance with Item 5.02(f) of Form 8-K,

this Form 8-K is being filed to update certain compensation disclosures

previously included in the Proxy Statement to reflect the bonuses awarded to

the named executive officers under the Company’s Annual Incentive Plan for

fiscal year 2025.

Randall E. Black, who serves as Chief Executive

Officer (“CEO”) and President of the Company and of the Bank, David Z.

Richards, Jr., who serves as Senior Executive Vice President and Director of

Emerging Markets of the Company and of the Bank, Jeffrey L Willson, who serves

as Senior Executive Vice President, Chief Credit Officer of the Bank, Mr.

Guillaume, and Jeffrey R. White, who serves as Executive Vice President, Chief

Operating Officer of the Company and of the Bank, earned cash bonuses in the

amounts of $590,601, $86,884, $72,569, $51,571

and $55,704, respectively, which were paid to each such named executive

officer in cash. In addition to the cash bonuses, Messrs. Guillaume and White

were awarded approximately $22,100 and $23,850, respectively, of restricted

stock that will vest over a three year time period.

The foregoing bonus amounts, to the extent paid in

cash, should be reflected in the Non-Equity Incentive Plan Compensation column

of the Summary Compensation Table for fiscal year 2025. In addition, the amounts in the Total column

of the Summary Compensation Table for fiscal year 2025 for Messrs. Black,

Richards, Wilson, Guillaume and White have increased to $1,803,244, $482,693,

$454,570, $371,571 and $415,378, respectively.

CEO Pay Ratio

As required by Section 953(b) of the Dodd-Frank Wall

Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K,

we are providing the following information about the relationship of the annual

total compensation of our employees and the annual total compensation of Mr.

Black, our CEO and President. Such information was not available in full at the

time of filing of the Proxy Statement because at such time, Mr. Black’s Annual

Incentive Plan award for fiscal year 2025 had not yet been determined. As permitted by Instruction 6 to Item 402(u)

of Regulation S-K, we thus omitted the CEO pay ratio disclosure required by

Item 402(u) of Regulation S-K from the Proxy Statement, and have included the

required CEO pay ratio disclosure in this Form 8-K.

The

Compensation/Human Resources Committee monitors the relationship between the

compensation of our executive officers and of our non-managerial

employees. This is the eighth year we

are disclosing the ratio of the pay of our CEO/President to our median employee

(pay ratio). To determine the median

employee, we considered all employees, including full-time, part-time and

seasonal employees employed as of the last day of our fiscal year, December 31,

2025. We also considered all wages earned for the fiscal year, including:

● Regular pay for

salaried and hourly employees.

● Wages for

overtime.

● Miscellaneous

taxable cash benefits such as cash incentives, cell phone allowance, and

referral fee income.

For

purposes of determining the pay ratio, the total compensation of our

CEO/President includes all compensation reported in the Summary Compensation

Table. The total compensation of the

median employee was determined in the same manner as was used for the

CEO/President in the Summary Compensation Table.

Median

Annual Compensation of All Employees: $48,896

Total

Annual Compensation of CEO/President: $1,803,244

Pay

Ratio: 36.9

Item 9.01. Financial Statements and

Exhibits.

(d) Exhibits

Exhibit

No.

Description

of Exhibit

10.1

Fourth Amendment to the First Citizens Community Bank Supplemental Executive Retirement Plan, dated June 16, 2026

104

Cover

Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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.

CITIZENS FINANCIAL SERVICES, INC.

June 22, 2026

By:

/s/ Stephen J. Guillaume

Stephen J. Guillaume

Chief Financial Officer

0000739421

false

0000739421

2026-06-22

EX-10.1

Filename: fourthamendmentserp.htm · Sequence: 2

FOURTH AMENDMENT TO THE

FIRST CITIZENS COMMUNITY BANK

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

This Fourth Amendment (this “Amendment”) to the First Citizens Community Bank Supplemental Executive Retirement Plan, as amended (the “SERP”), is effective as of June 16, 2026.

W I T N E S S E T H:

WHEREAS, First Citizens Community Bank (the “Bank”) maintains the SERP for the benefit of certain senior officers; and

WHEREAS, the Board of Directors of the Bank resolved to amend the SERP to make certain modifications, effective as of June 16, 2026.

NOW, THEREFORE, the SERP is hereby amended as follows:

Appendix A to the SERP is deleted in its entirety, to be replaced by the Appendix A attached to this Amendment.

Appendix B to the SERP is deleted in its entirety, to be replaced by the Appendix B attached to this Amendment.

IN WITNESS WHEREOF, the Bank has caused this Amendment to be executed by its duly authorized officer on June 16, 2026.

By: Gina Marie Boor

Title: Corporate Secretary

Signature: /s/ Gina Marie Boor

APPENDIX A

Plan Participants

Executive

Benefit Percentage

Randall E. Black

16.4% of Final Average Pay

Stephen J. Guillaume 10.0% of Final Average Pay

APPENDIX B

Stephen J. Guillaume

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