[Form 4/A] Citizens Financial Services, Inc. Amended Insider Trading Activity

Rhea-AI Filing Summary

Citizens Financial Services, Inc. (CZFS) filed an amended Form 4 disclosing an insider transaction by director Terry B. Osborne on 26 June 2025. The filing shows Mr. Osborne received 126 additional common shares via a Code J stock dividend, priced for reporting purposes at $60.42 per share. Following the dividend, his direct beneficial ownership stands at 12,983 common shares.

The transaction represents the company’s previously declared 1 % stock dividend; no open-market purchase or sale occurred, and no derivative securities were involved. This routine, non-cash event marginally increases insider ownership without affecting the company’s cash position.

Positive

• Director’s ownership rises by 126 shares, reinforcing alignment with shareholders.
• Proper and timely Section 16(a) disclosure underscores sound governance practices.

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine 1 % stock dividend adds 126 shares to director’s stake; negligible balance-sheet impact.

The Form 4/A indicates that the additional shares stem solely from a 1 % stock dividend—an automatic, pro rata distribution. No cash changed hands and no valuation signal is implied beyond the standard dividend declaration already known to the market. Insider ownership inches higher, but the magnitude (<1 % of Mr. Osborne’s holdings) is immaterial for valuation or liquidity considerations. Overall, the filing is informational with no direct earnings or cash-flow consequences.

Corporate Governance Expert

TL;DR: Filing confirms proper disclosure of dividend-driven share increase; governance neutral.

The amended Form 4 demonstrates compliance with Section 16(a) reporting rules. Code J usage accurately denotes a stock dividend transaction, highlighting transparent governance practices. Because the shares were distributed pro rata to all shareholders, there is no preferential treatment. The minor change neither strengthens nor weakens control dynamics or board independence.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

OSBORNE TERRY B

(Last) (First) (Middle)

110 MCINTYRE STREET

(Street)

BLOSSBURG PA 16912

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CITIZENS FINANCIAL SERVICES INC [ CZFS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/27/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)
06/27/2025

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
COMMON CLASS	06/27/2025		J		126	A	$60.42	12,983	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

Remarks:

1% STOCK DIVIDEND BASED ON THE DECLARATION DATE MARKET PRICE OF $60.42.

	GINA MARIE BOOR FOR TERRY B. OSBORNE UNDER POWER OF ATTORNEY DATED 08/29/2002	06/27/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did CZFS report on 06/27/2025?

Director Terry B. Osborne received 126 CZFS common shares via a 1 % stock dividend.

Did the transaction involve cash or open-market activity?

No. It was a Code J stock dividend; no cash changed hands and no shares were bought or sold in the market.

How many CZFS shares does Terry B. Osborne now own?

After the dividend, Mr. Osborne directly holds 12,983 common shares.

Does the filing include any derivative securities?

No derivative securities were reported; only common stock was affected.

Is this Form 4 filing considered material to investors?

It is generally not material; the change is routine and stems from a company-wide 1 % stock dividend.