Citizens Financial Services (NASDAQ: CZFS) sets $15M, 200,000-share buyback

Rhea-AI Filing Summary

Citizens Financial Services, Inc. has authorized a stock repurchase program allowing it to buy back up to 200,000 outstanding common shares for a total purchase price not exceeding $15 million. The program runs from April 22, 2026 through April 22, 2029.

The company may repurchase shares through open market purchases, privately negotiated deals or block trades in line with Rule 10b-18. Management plans to fund any buybacks with cash on hand, but the timing and amount of repurchases will depend on share price and overall business and market conditions.

Insights

Bank equity analyst

Citizens sets a discretionary three-year buyback capacity of up to $15 million.

Citizens Financial Services, Inc. has board approval to repurchase up to 200,000 shares of common stock for an aggregate maximum of $15 million between April 22, 2026 and April 22, 2029. Repurchases can occur via open market, blocks or private transactions under Rule 10b-18.

The CEO links this plan to a broader capital allocation approach that uses a “strong balance sheet” to support internal and external growth opportunities while providing an additional liquidity source for shareholders. The company notes that any actual buybacks remain optional and will vary with price, business trends and market conditions.

The press release highlights that payment will come from cash on hand, suggesting no new financing is needed. Investors can track execution in future Form 10-Q and Form 10-K filings, where the company expects to disclose repurchase activity and its interaction with ongoing growth plans.

false000073942100007394212026-02-172026-02-17

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): February 17, 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)

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 8.01. Other Events.

On February 17, 2026, the Board of Directors of Citizens Financial Services, Inc. (the “Company”) authorized and approved a share repurchase program of up to 200,000 of the currently outstanding shares of the Company’s common stock at an aggregate purchase price not to exceed $15 million over the period beginning on April 22, 2026 and ending on April 22, 2029. Under the stock repurchase program, the Company intends to repurchase shares through open market purchases, privately-negotiated transactions, block purchases or otherwise in accordance with applicable federal securities laws, including Rule 10b-18 of the Securities Exchange Act of 1934 (the “Exchange Act”).

The Company cannot predict when or if it will repurchase any shares of common stock as such stock repurchase program will depend on a number of factors, including price and general business and market conditions. Information regarding share repurchases will be available in the Company’s periodic reports on Form 10-Q and Form 10-K filed with the Securities and Exchange Commission as required by the applicable rules of the Exchange Act.

This report contains forward-looking statements, as that term is defined under the Securities Exchange Act of 1934, including statements regarding purchases by the Company of its common stock. These statements are not historical facts; rather, they are statements based on the Company’s current expectations regarding its business strategies and their intended results and its future performance. Forward-looking statements are preceded by terms such as “expects,” “believes,” “anticipates,” “intends” and similar expressions. Forward-looking statements are not guarantees of future performance. Numerous risks and uncertainties could cause or contribute to the Company’s actual results, performance and achievements to be materially different from those expressed or implied by the forward-looking statements. Factors that may cause or contribute to these differences include, without limitation, changes in general economic conditions, including changes in market interest rates and changes in monetary and fiscal policies of the federal government; legislative and regulatory changes; and other factors disclosed periodically in the Company’s filings with the Securities and Exchange Commission. Because of the risks and uncertainties inherent in forward-looking statements, readers are cautioned not to place undue reliance on them, whether included in this report or made elsewhere periodically by the Company or on its behalf. The Company assumes no obligation to update any forward-looking statements except as may be required by applicable law or regulation.

On February 18, 2026, the Company issued a press release announcing the stock repurchase program. A copy of the press release is filed as Exhibit 99.1 hereto and is incorporated herein by reference.

Item 9.01.      Financial Statements and Exhibits.



(d)  Exhibits


Exhibit No.		Description of Exhibit
99.1		Press release, dated February 18, 2026, issued by Citizens Financial Services, Inc. announcing the Stock Repurchase Program



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.
Date: February 18, 2026	By:	/s/ Stephen J. Guillaume
		Stephen J. Guillaume
		Chief Financial Officer

FOR IMMEDIATE RELEASE

CONTACT:

Randall E. Black

Chief Executive Officer and President

(570) 662-2121

CITIZENS FINANCIAL SERVICES, INC. ANNOUNCES STOCK REPURCHASE PROGRAM

MANSFIELD, PENNSYLVANIA – February 18, 2026 – Citizens Financial Services, Inc. (NASDAQ: CZFS) (the “Company”) today announced that its Board of Directors has authorized a stock repurchase program under which the Company can repurchase up to 200,000 of the currently outstanding shares of the Company’s common stock at an aggregate purchase price not to exceed $15 million, over the period from April 22, 2026 through April 22, 2029, through open market purchases, privately-negotiated transactions, block purchases or otherwise in accordance with applicable federal securities laws, including Rule 10b-18 of the Securities Exchange Act of 1934.

Randall E. Black, Chief Executive Officer and President, commented, “This repurchase program demonstrates the Board’s confidence in our future and our overall commitment to delivering added value to all of our shareholders, including providing an additional liquidity source for our currency.  Our capital allocation strategy prioritizes deploying our strong balance sheet to fund both internal and external opportunities that will support our long-term growth strategy.”

The actual timing, number and value of shares repurchased under the stock repurchase program will depend on a number of factors, including price and general business and market conditions. The share buyback program does not obligate the Company to acquire any specific number of shares in any period, and may be expanded, extended, modified or discontinued at any time. Payment for shares repurchased under the program will be funded using the Company’s cash on hand.

About Citizens Financial Services, Inc.



Citizens Financial Services, Inc. (NASDAQ: CZFS) is a $3.1 billion bank holding company conducting business through First Citizens Community Bank (“FCCB”), a Pennsylvania-chartered commercial bank. FCCB services customers from 44 locations in Pennsylvania, Delaware, New Jersey and New York. For more information about Citizens Financial Services, Inc. and FCCB, please visit www.firstcitizensbank.com.



Forward-looking Statements

This press release contains forward-looking statements, as that term is defined under the Securities Exchange Act of 1934, including statements regarding purchases by the Company of its common stock. These statements are not historical facts; rather, they are statements based on the Company’s current expectations regarding its business strategies and their intended results and its future performance. Forward-looking statements are preceded by terms such as “expects,” “believes,” “anticipates,” “intends” and similar expressions. Forward-looking statements are not guarantees of future performance. Numerous risks and uncertainties could cause or contribute to the Company’s actual results, performance and achievements to be materially different from those expressed or implied by the forward-looking statements. Factors that may cause or contribute to these differences include, without limitation, changes in general economic conditions, including changes in market interest rates and changes in monetary and fiscal policies of the federal government; legislative and regulatory changes; and other factors disclosed periodically in the Company’s filings with the Securities and Exchange Commission. Because of the risks and uncertainties inherent in forward-looking statements, readers are cautioned not to place undue reliance on them, whether included in this press release or made elsewhere periodically by the Company or on its behalf. The Company assumes no obligation to update any forward-looking statements except as may be required by applicable law or regulation.

FAQ

What stock repurchase program did Citizens Financial Services (CZFS) approve?

Citizens Financial Services approved a stock repurchase program for up to 200,000 common shares with a total purchase cap of $15 million. The program is discretionary and allows repurchases through open market, block, or privately negotiated transactions following Rule 10b-18 of the Exchange Act.

What is the time frame for the Citizens Financial Services (CZFS) share buyback?

The authorized share repurchase runs from April 22, 2026 through April 22, 2029. During this three-year window, Citizens Financial Services may choose when and how many shares to buy, depending on share price, business performance, and overall market conditions at the time.

How will Citizens Financial Services (CZFS) fund its stock repurchase program?

Citizens Financial Services plans to fund any stock repurchases using its cash on hand. This approach means the company does not expect to raise additional capital specifically for buybacks, aligning the program with its stated strategy of using a strong balance sheet for capital deployment.

Is Citizens Financial Services (CZFS) required to repurchase the full 200,000 shares?

The company is not obligated to repurchase any specific number of shares under the program. Management can expand, extend, modify, or discontinue the buyback at any time, and actual repurchase volumes will be influenced by market price, business conditions, and other factors.

How does Citizens Financial Services (CZFS) describe its strategy around the buyback?

The CEO states the repurchase program reflects the Board’s confidence in the company’s future and its commitment to shareholder value. The plan complements a capital allocation strategy that prioritizes using a strong balance sheet to fund internal growth, external opportunities, and added share liquidity.

What is the size and footprint of Citizens Financial Services (CZFS)?

Citizens Financial Services is a $3.1 billion bank holding company operating through First Citizens Community Bank. It serves customers from 44 locations across Pennsylvania, Delaware, New Jersey and New York, providing regional banking services to individuals and businesses in these markets.

Filing Exhibits & Attachments

4 documents

Press Releases

• EX-99.1 2026 BUYBACK PRESS RELEASE 6.7 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 21.5 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 15.7 KB