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CITIZENS FINANCIAL SERVICES INC

For the period ended Apr 21, 2026. Filed Mar 12, 2026.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Apr 21, 2026 · Filed Mar 12, 2026

Use the contents to explore the available documents and sections.

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Contents

Cover page

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

[x]Filed by the Registrant
[ ]Filed by a party other than the Registrant
Check the appropriate box:
[ ]Preliminary Proxy Statement
[ ]Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
[x]Definitive Proxy Statement
[ ]Definitive Additional Materials
[ ]Soliciting Material Under Rule 240.14a-12

Citizens Financial Services, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[x]No fee required.
[ ]Fee paid previously with preliminary materials.
[ ]Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

15 South Main Street

Mansfield, Pennsylvania 16933

570-662-2121

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON APRIL 21, 2026

NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders (the “Annual Meeting”) of Citizens Financial Services, Inc. (the “Company”) will be held at First Citizens Community Bank, 11499 Route 6, Wellsboro, Pennsylvania, at 10:00 a.m., local time, on Tuesday, April 21, 2026, for the following purposes:

1.To elect five Class 3 directors to serve for three-year terms, and until their successors are duly elected and qualified;
2.To ratify the appointment of S.R. Snodgrass, P.C., Certified Public Accountants, as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2026;
3.To approve the Citizens Financial Services, Inc. 2026 Equity Incentive Plan;
4.To approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers as disclosed in this proxy statement; and
5.To transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.

NOTE: The Board of Directors is not aware of any other business to come before the meeting.

Record holders of the Company’s common stock at the close of business on March 2, 2026 are entitled to receive notice of the Annual Meeting and any adjournment or postponement of the meeting.

Instead of mailing a printed copy of our proxy materials, including our 2025 Annual Report to Shareholders, to each shareholder of record, we are providing access to these materials via the Internet. This reduces the amount of paper necessary to produce these materials, as well as the costs associated with mailing these materials to all shareholders.

Accordingly, on March 12, 2026, we began mailing the Notice of Internet Availability of Proxy Materials (the “Notice”), or our proxy statement if you previously elected to receive a printed copy of the materials, to all shareholders of record as of March 2, 2026 and posted our proxy materials on the website referenced in the Notice (www.proxyvote.com). As more fully described in the Notice, all shareholders may choose to access our proxy materials on the website referred to in the Notice or may request a printed set of our proxy materials. The Notice and website provide information regarding how you may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis.

If you previously elected to receive a printed copy of the materials, we have enclosed a copy of our 2025 Annual Report to Shareholders with this Notice and Proxy Statement.

BY ORDER OF THE BOARD OF DIRECTORS

Randall E. Black

Chief Executive Officer and President

March 12, 2026

Mansfield, Pennsylvania

IMPORTANT: The prompt return of proxies will save the Company the expense of further requests for proxies in order to ensure a quorum. Shareholders of record may submit a proxy by Internet or by requesting a printed copy of the proxy materials and using the enclosed proxy card. You can also vote in person during the Annual Meeting. Voting instructions are printed on your proxy card or vote authorization.

Table of Contents
Page
GENERAL INFORMANTION ABOUT VOTING
Who Can Vote at the Meeting1
Attending the Meeting1
Quorum and Vote Required1
Quorum1
Votes Required for Proposals1
How We Count Votes2
Voting By Proxy2
CORPORATE GOVERNANCE AND BOARD MATTERS
Director Independence3
Board Leadership Structure and Board’s Role in Risk Oversight.3
Code of Ethics3
Committees of the Board of Directors4
Audit and Examination Committee4
Compensation/Human Resource Committee.4
Goveranance and Nominating Committee5
Governance and Nominating Committee Procedures.6
Minimum Qualifications6
Process for Identifying and Evaluating Nominees6
Board Diversity7
Consideration of Recommendations by Shareholdes7
Procedures to be Followed by Shareholders7
Board Refreshment7
Director Skills Summary8
Environmental, Social and Governance8
Economic Impact, Community Revitalization and National Recognition9
Clawback Policy10
Hedging Policy10
Insider Trading Policy10
Director Compensation10
Meetings of the Board of Directors12
Meetings of the Regional Board12
Attendance at the Annual Meeting12
Director Education12
AUDIT-RELATED MATTERS
Report of the Audit and Examination Committee.13
Audit Fees14
STOCK OWNERSHIP
Stock Ownership of Management and Directors.15
Stock Ownership of 5% Sharheolders16
ITEMS TO BE VOTED ON BY SHAREHOLDERS
Item 1 – Election of Directors.17-19
Executive Officers Who Are Not Directors19
Item 2 – Ratificatin of Independent Registered Public Accounting Firm20
Item 3 – Approval of the Citizens Financial Services, Inc. 2026 Equity Incentive Plan20-29
Item 4 – Advisory Vote on Exeuctive Compensation29
COMPENSATION DISCUSSION AND ANALYSIS
Overview30
Executive Summary30
Fiscal Year 2025 Company Performance30
Fiscal Year 2025 Compensation Decisions31
Say-on-Pay32
Compensation Philosophy32
Elements of Our Compensation and Benefits Program32
Base Salary33
Performance-Based Compensation33
Performance Measures Under the Annual Incentive Plan for 202534
Long-Term Equity Incentives/Stock Grant Practices34
Retirement Benefits35
Employement Agreement and Change in Control Serverance Agreements35
Role of Compensation/Human Resoure Committee36
Role of Management36
Role of Compensation Consultant36
Peer Group37
Executive Perquisities37
Stock Ownership Guidelines37
Tax and Accounting Considerations37
EXECUTIVE COMPENSATION
Summary Compensation Table38
CEO Pay Ratio39
Pay Versus Performance39-41
Relationship Between Pay and Performance41
Employement Agreement43
Change in Control Severance Agreements44
Grants of Plan-Based Awards During 202544
Outstanding Equity Awards at December 31, 202546
Stock Awards Vested During 202546
Retirement Benefits47
Pension Benefits at December 31, 202548
Potential Post-Termination Benefits49-52
OTHER INFORMATION RELATING TO DIRECTORS AND EXECUTIVE OFFICERS53-54
SUBMISSIONS OF BUSINESS PROPOSALS AND SHAREHOLDER NOMINATIONS54
SHAREHOLDER COMMUNICATIONS55
MISCELLANEOUS55
APPENDIX A – CITIZENS FINANCIAL SERVICES, INC. 2026 EQUITY INCENTIVE PLAN56
APPENDIX B – RECONCILIATION OF NON-GAAP TO GAAP MEASURES57
PROXY CARD58-59

PROXY STATEMENT

OF

This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Directors (the “Board”) of Citizens Financial Services, Inc., (the “Company”), a Pennsylvania corporation headquartered at 15 South Main Street, Mansfield, Pennsylvania 16933, to be used at the Annual Meeting of Shareholders (the “Annual Meeting”). The Annual Meeting will be held at First Citizens Community Bank, 11499 Route 6, Wellsboro, Pennsylvania, on Tuesday, April 21, 2026 at 10:00 a.m. local time. The Proxy Statement, Notice of Internet Availability of Proxy Materials and the proxy card were first made available on March 12, 2026 to shareholders of record as of March 2, 2026.

GENERAL INFORMATION ABOUT VOTING

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.