Form 8-K
8-K — PEOPLES FINANCIAL SERVICES CORP.
Accession: 0001104659-26-104305
Filed: 2026-09-01
Period: 2026-08-28
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 — tm2624557d1_8k.htm (Primary)
EX-10.1 — EXHIBIT 10.1 (tm2624557d1_ex10-1.htm)
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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: August 28, 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
On
August 28, 2026, Peoples Financial Services Corp. (the “Company”), its subsidiary, Peoples Security Bank and Trust Company
(the “Bank”), and their former President, Thomas P. Tulaney, approved an amendment to the Supplemental Executive Retirement
Plan Agreement, dated May 31, 2012, by and among the Company, the Bank and Mr. Tulaney (the “SERP”).
The
amendment was made in connection with the Bank’s purchase of an annuity contract as a source of funding for Mr. Tulaney’s
normal retirement benefit under the SERP. Under the terms of the amendment, if Mr. Tulaney survives the twenty-year normal retirement
benefit period, the Bank will provide an additional benefit thereafter by making monthly payments to Mr. Tulaney in an amount equal
to that which is payable from the annuity contract for the balance of Mr. Tulaney’s life.
A
copy of the amendment is filed with this report as Exhibit 10.1 and is incorporated herein by reference. The foregoing description
of the amendment is qualified in its entirety by reference to the full text of the amendment.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
The following exhibits
are filed with this Form 8-K:
Exhibit No.
Description
10.1
Amendment to Supplemental Executive Retirement Plan Agreement for the Benefit of Thomas P. Tulaney, effective August 28, 2026
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: September 1, 2026
EX-10.1 — EXHIBIT 10.1
EX-10.1
Filename: tm2624557d1_ex10-1.htm · Sequence: 2
Exhibit 10.1
AMENDMENT TO THE
PENN
SECURITY BANK AND TRUST COMPANY
SuPPlemental
Executive Retirement Plan AGREEMENT
FOR
THE BENEFIT OF
Thomas
P. Tulaney
WHEREAS, Penn Security Bank
and Trust Company (n/k/a Peoples Security Bank and Trust Company) (the “Bank”), Penseco Financial Services Corporation
(n/k/a Peoples Financial Services Corp.) (“Parent”) and Thomas P. Tulaney (the “Executive”) previously
entered into the Supplemental Executive Retirement Plan Agreement (the “Agreement”), originally effective as of May 31,
2012; and
WHEREAS, the Agreement provides
for retirement benefits to be paid to the Executive upon certain enumerated events, payable out of the Bank’s general assets; and
WHEREAS, the Bank, Parent
and the Executive have agreed to amend the Agreement to provide additional benefits per this Amendment.
NOW, THEREFORE, effective
August 28, 2026 (the “Effective Date”), the Bank, Parent and the Executive hereby amend the Agreement as follows:
The following is hereby added to Article I,
Definitions of the Agreement:
1. “Annuity Contract” means the Flexible Premium Indexed Deferred Annuity Contract issued
by Nationwide Life and Annuity Insurance Company, contract #073044905, issued for purposes of satisfying the Bank’s obligations
to provide benefits under the Agreement, which includes a product feature or endorsement for an income rider, with such feature providing
for a withdrawal or payment feature for the life of the annuitant. The Bank may invest in such other annuity contracts as (a) the
Bank may purchase from time to time in accordance with the Agreement and (b) are identified by Policy number in writing by the Bank
as an “Annuity Contract” under the Agreement. The Bank is the sole owner of the Annuity Contract, or such other investments,
and shall have the right to exercise all incidents of ownership, shall be the beneficiary of any death proceeds and shall at all times
be entitled to the Annuity Contract’s cash surrender value. Notwithstanding any provision hereof to the contrary, the Bank shall
have the right to sell or surrender any Annuity Contract without terminating the Agreement provided the Bank replaces the Annuity Contract
with a comparable annuity policy or asset of comparable value with a comparable lifetime withdrawal feature and comparable benefit value.
Without limitation, the Annuity Contract at all times shall be the exclusive property of the Bank and shall be subject to the claims of
the Bank’s creditors.
Paragraph 2.1.2 is deleted and replaced with
the following:
2.1.2 Distribution
of Benefit.
(A) Part A:
The Bank shall distribute the annual benefit to the Executive in twelve (12) equal monthly installments commencing on the first
day of the month following Normal Retirement Date. The annual benefit shall be distributed to the Executive for twenty (20) years.
(B) Part B: In the event that
benefits become payable under paragraph 2.1 of the Agreement and monthly installments have been made for a period of twenty (20) years,
the Bank shall provide an additional benefit to the Executive by making monthly installments in an amount equal to that which is payable
from the Annuity Contract. Such payments shall commence the first day of the month following the final payment of Part A above and
continue for the life of the Executive.
Paragraph 3.2 is deleted and replaced with
the following:
3.2 Death During Distribution of a Benefit. If the Executive dies after any benefit distributions have commenced
under this Agreement but before receiving all such distributions prescribed under Section 2.1.2(A), the Bank shall distribute the
remaining benefits to the Beneficiary at the same time and in the same amounts they would have paid pursuant to Section 2.1.2(A) to
the Executive had the Executive survived, and no further amounts shall be paid pursuant to the Annuity Contract after all such distribution
have been made. The Beneficiary shall be required to provide to the Bank the Executive’s death certificate.
2
IN WITNESS WHEREOF, each of the parties hereto
acknowledges that he or it has carefully read and considered this Amendment and consents to the changes contained herein. Each of the
parties has caused this Amendment to be executed this 31st day of August, 2026.
EXECUTIVE
Peoples
SECURITY BANK AND TRUST COMPANY
/s/
Thomas P. Tulaney
By:
/s/
Gerard A. Champi
Thomas P. Tulaney
Gerard A. Champi
Title:
President and CEO
Peoples
financial services corp.
By:
/s/
Gerard A. Champi
Gerard A. Champi
Title:
President and CEO
3
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