CITIZENS FINANCIAL SERVICES INC
For the period ended Dec 31, 2025. Filed Mar 12, 2026.
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FY2025 · Filed Mar 12, 2026
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ITEM 15. – EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) The following documents are filed as a part of this report:
- The following financial statements are incorporated by reference in Item 8:
Report of Independent Registered Public Accounting Firm (PCAOB ID 74)
Consolidated Balance Sheet as of December 31, 2025 and 2024
Consolidated Statement of Income for the Years Ended December 31, 2025, 2024 and 2023
Consolidated Statement of Comprehensive Income for the Years Ended December 31, 2025, 2024 and 2023
Consolidated Statement of Changes in Stockholders’ Equity for the Years Ended December 31, 2025, 2024 and 2023
Consolidated Statement of Cash Flows for the Years Ended December 31, 2025, 2024 and 2023
Notes to Consolidated Financial Statements
All financial statement schedules are omitted because the required information is either not applicable, not required or is shown in the respective financial statement or in the notes thereto, which are incorporated by reference at subsection(a)(1) of this item.
The following Exhibits are filed herewith, or incorporated by reference as a part of this report
| 3.1 | Restated Articles of Incorporation of Citizens Financial Services, Inc.(1) |
| 3.2 | Articles of Amendment of Restated Articles of Incorporation of Citizens Financial Services, Inc. (2) |
| 3.3 | Bylaws of Citizens Financial Services, Inc.(3) |
| 3.4 | Amendment No. 1 to Amended and restated Bylaws of Citizens Financial Services, Inc. (4) |
| 4.1 | Form of Common Stock Certificate of Citizens Financial Services, Inc (5) |
| 4.2 | Form of Subordinated Note – Citizens Financial Services, Inc. (6) |
| 4.3 | Form of Subordinated Note – HV Bancorp, Inc. (7) |
| 10.1 | *Amended and Restated Executive Employment Agreement between Citizens Financial Services, Inc., First Citizens Community Bank and Randall E. Black(8) |
| 10.2 | *Citizens Financial Services, Inc. Directors’ Deferred Compensation Plan(9) |
| 10.3 | *Citizens Financial Services, Inc. Directors’ Life Insurance Program(10) |
| 10.4 | *Supplemental Executive Retirement Plan(11) |
| 10.5 | *Second Amendment to First Citizens Community Bank Supplemental Executive Retirement Plan(12) |
| 10.6 | *Change in Control Agreement, between First Citizens Community Bank, Citizens Financial Services, Inc. (as guarantor) and Jeffrey R, White |
| 10.7 | *First Citizens Community Bank Annual Incentive Plan (13) |
| 10.8 | *Amended and Restated First Citizens Community Bank Annual Incentive Plan(14) |
| 10.9 | *First Citizens Community Bank Endorsement Split-Dollar Life Insurance Plan (15) |
| 10.10 | Citizens Financial Services, Inc. 2016 Equity Incentive Plan (16) |
| 10.11 | *Change in Control Agreement, between First Citizens Community Bank, Citizens Financial Services, Inc. (as guarantor) and Jeffrey L. Wilson (17) |
| 10.12 | *Change in Control Agreement, between First Citizens Community Bank, Citizens Financial Services, Inc. (as guarantor) and David Z. Richards, Jr. (18) |
| 10.13 | *First Citizens Community Bank Executive Deferred Compensation Plan (19) |
| 10.14 | *Amended and Restated First Citizens Community Bank Executive Deferred Compensation Plan (20) |
| 10.15 | *First Citizens Community Bank Long Term Incentive Plan (21) |
| 10.16 | *Change in Control Agreement, between First Citizens Community Bank, Citizens Financial Services, Inc. (as guarantor) and Stephen J. Guillaume(22) |
| 10.17 | 2023 Employee Stock Purchase Plan(23) |
| 19 | Insider Trading Policy |
Index
| 21 | List of Subsidiaries |
| 23 | Consent of S.R. Snodgrass, P.C., Independent Registered Public Accountants |
| 31.1 | Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer |
| 31.2 | Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer |
| 32.1 | Section 1350 Certification of Chief Executive Officer |
| 32.2 | Section 1350 Certification of Chief Financial Officer |
| 97 | Citizens Financial Services, Inc. Clawback Policy |
| 101 | The following materials from the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, formatted in XBRL (Extensible Business Reporting Language): (i) The Consolidated Balance Sheet, (ii) the Consolidated Statement of Income, (iii) the Consolidated Statement of Comprehensive Income, (iv) the Consolidated Statement of Changes in Stockholders’ Equity, (v) the Consolidated Statement of Cash Flows and (vi) related notes. |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
*Management contract or compensatory plan, contract or arrangement
(1) Incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2018, as filed with the Commission on August 9, 2018.
(2) Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, as filed with the Commission on April 26, 2021.
(3) Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, as filed with the Commission on December 17, 2020.
(4) Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, as filed with the Commission on November 23, 2022
(5) Incorporated by reference to Exhibit 4 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, as filed with the Commission on March 9, 2023.
(6) Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, as filed with the Commission on April 16, 2021.
(7)Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K of HV Bancorp, Inc. as filed with the Commission on June 01, 2021.
(8) Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012, as filed with the Commission on August 9, 2012.
(9) Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2019, as filed with the Commission on August 8, 2019.
(10) Incorporated by reference to Exhibit 10.3 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004, as filed with the Commission on March 15, 2005.
(11) Incorporated by reference to Exhibit 10.6 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012, as filed with the Commission on March 7, 2013.
(12) Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021, as filed with the Commission on November 4, 2021.
Index
(13) Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30,2013, as filed with the Commission on August 8, 2013.
(14) Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, as filed with the Commission on November 7, 2024
(15) Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, as filed with the Commission on January 7, 2015.
(16) Incorporated by reference to Exhibit A to the Company’s definitive proxy statements for the 2016 Annual Meeting of Shareholders, as filed with the Commission on March 10, 2016.
(17) Incorporated by reference to Exhibit 10.11 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as filed with the Commission on March 6, 2025.
(18) Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K, as filed with the Commission on January 3, 2025.
(19) Incorporated by reference to Exhibit 10.12 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018, as filed with the Commission on March 7, 2019.
(20) Incorporated by reference to Exhibit 10.15 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, as filed with the Commission on March 10, 2022
(21) Incorporated by reference to Exhibit 10.13 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019, as filed with the Commission on March 12, 2020.
(22) Incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K, as filed with the Commission on January 3, 2025.
(23) Incorporated by reference to Exhibit 10.1 to the Company’s Form S-8, as filed with the Commission on October 22, 2024.
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