[8-K] Citizens Financial Services, Inc. Reports Material Event

Rhea-AI Filing Summary

Medtronic plc (MDT) – Form 4 insider filing. On 07/28/2025 the company granted equity awards to Harry Skip Kiil, EVP & President Cardiovascular. The filing shows no open-market trades; all transactions carry code “A” (award).

• Restricted Stock Units: 7,612 ordinary shares, vest 100% on the third anniversary. Beneficial ownership of ordinary shares rises to 41,318.
• Performance Share Units (PSUs): Target 19,028 shares (0–38,056 range) contingent on 3-year performance metrics concluding 04/28/2028.
• Stock Options: 53,671 options with a $91.97 strike, expiring 07/28/2035; 25% become exercisable each year starting 07/28/2026.

After the grants the insider directly holds 41,318 ordinary shares plus 19,028 PSUs and 53,671 options. The awards represent standard annual long-term incentive compensation meant to align management with shareholders and encourage retention. Given MDT’s ~1.3 bn share count, the dilution impact is immaterial (<0.01%). No sales were reported, so trading sentiment cannot be inferred.

Positive

• Alignment of interests: Performance-based and time-vested awards encourage long-term value creation.
• No insider selling: Entire transaction consists of equity grants; no negative sell signal.

Negative

• Potential dilution: If all awards vest/exercise, 80,311 new shares could be issued, albeit immaterial relative to total shares.

Insights

Financial Analyst

TL;DR: Routine equity grant to MDT senior executive; negligible dilution and neutral fundamental impact.

The Form 4 discloses routine long-term incentive awards—RSUs, PSUs and options—to EVP Harry Kiil. The option strike of $91.97 matches the market on grant date, so value creation depends on future price appreciation. PSUs add performance conditions, tying payout to company metrics through 2028. The total shares involved (< 0.07 % of equity) are too small to alter valuation or float dynamics. With no dispositions, the filing neither signals insider confidence nor concern. I classify the filing as neutral/not impactful for investors.

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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 (Date of earliest event reported): July 30, 2025

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)

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, Par Value $1.00 Per Share	CZFS	NASDAQ Capital Market

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))

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 7.01. Regulation FD Disclosure.

Citizens Financial Services, Inc. intends to use the materials furnished herewith in one or more meetings with investors.  A copy of the investor presentation is furnished hereto as Exhibit 99.1 and is hereby incorporated by reference herein.

The information contained in this Item 7.01, including Exhibit 99.1 attached hereto, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section, nor shall such information or exhibit be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description
99.1		Second Quarter 2025 Investor Presentation
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.
July 30, 2025	By:	/s/ Stephen J. Guillaume
		Stephen J. Guillaume
		Chief Financial Officer

FAQ

What did Medtronic (MDT) disclose in the latest Form 4?

The company granted RSUs, PSUs and stock options to EVP Harry Kiil on 07/28/2025; no shares were sold.

How many Medtronic shares were granted to the executive?

7,612 RSUs, 19,028 target PSUs (up to 38,056), and 53,671 stock options.

What is the strike price and term of the new stock options?

Options have a $91.97 strike price and expire on 07/28/2035.

When will the restricted stock units vest?

All RSUs vest on the third anniversary of the grant date—07/28/2028.

Is this insider transaction material to Medtronic investors?

No; the total potential dilution is less than 0.01 % of outstanding shares, making the impact immaterial.