Citizens Financial (NASDAQ: CZFS) appoints Joseph B. Bower Jr. to boards

Rhea-AI Filing Summary

Citizens Financial Services, Inc., parent of First Citizens Community Bank, reported a board change. On January 12, 2026, the Board appointed Joseph B. Bower, Jr. to the Company’s Board of Directors, and he was also appointed to the Bank’s Board of Directors.

Mr. Bower will serve on the Board’s Audit and Examination Committee, which oversees financial reporting and internal controls. He will be compensated as a non-employee director under the Company’s existing director compensation policies described in the 2025 definitive proxy statement.

The Company stated that there are no special arrangements or understandings with any person related to his selection as director and that there are no past or proposed transactions with Mr. Bower requiring related-party disclosure under Item 404(a) of Regulation S-K.

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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): January 12, 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On January 12, 2026, the Board of Directors of Citizens Financial Services, Inc. (the “Company”), the parent company of First Citizens Community Bank (the “Bank”), appointed Joseph B. Bower, Jr. to the Company’s Board of Directors. Mr. Bower was also appointed to the Bank’s Board of Directors.

Mr. Bower will serve on the Audit and Examination Committee of the Board of Directors.

Mr. Bower will be compensated as a non-employee director of the Company in accordance with the compensation policies described in the Company’s Definitive Proxy Statement for the Company’s 2025 Annual Meeting of Shareholders.

There were no arrangements or understandings between Mr. Bower and any other person pursuant to which he was selected as a director. Additionally, there has been no transaction nor are there any proposed transactions between the Company and Mr. Bower that would require disclosure pursuant to Item 404(a) of Regulation S-K.

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.
January 15, 2026	By:	/s/ Stephen J. Guillaume
		Stephen J. Guillaume
		Chief Financial Officer

FAQ

What board change did Citizens Financial Services (CZFS) disclose?

CZFS disclosed that on January 12, 2026, Joseph B. Bower, Jr. was appointed to the Board of Directors of Citizens Financial Services, Inc. and to the Board of First Citizens Community Bank.

What role will Joseph B. Bower, Jr. have on the CZFS board?

Mr. Bower will serve as a non-employee director and will be a member of the Board’s Audit and Examination Committee, which oversees financial reporting and audit matters.

How will the new CZFS director be compensated?

Mr. Bower will be compensated as a non-employee director in line with the Company’s existing director compensation policies described in Citizens Financial Services’ 2025 Definitive Proxy Statement.

Were there any special arrangements behind Joseph B. Bower Jr.’s appointment at CZFS?

The Company stated there were no arrangements or understandings between Mr. Bower and any other person that led to his selection as a director.

Does Citizens Financial Services report any related-party transactions with the new director?

No. The Company stated there have been no transactions and there are no proposed transactions with Mr. Bower that would require disclosure under Item 404(a) of Regulation S-K.

Which operating subsidiary is affected by this CZFS board change?

The appointment also applies to First Citizens Community Bank, the bank subsidiary of Citizens Financial Services, Inc., where Mr. Bower joins the Bank’s Board of Directors.