Juniata Valley holders back pay, 2026 incentive plan

Juniata Valley Financial Corp. reported results of its Annual Meeting of Shareholders held on May 19, 2026.

(High)

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Juniata Valley Financial Corp. reported results of its Annual Meeting of Shareholders held on May 19, 2026. Shareholders elected three Class C directors, with John P. Henry, IV receiving 2,517,114 votes for, Gary E. Kelsey 2,491,179, and Joseph B. Scarnati, III 2,489,770.

Investors also approved the non-binding say-on-pay proposal on executive compensation with 2,320,229 votes for, and approved the 2026 Incentive Plan with 2,377,918 votes for. The presentation slides used at the meeting were furnished as Exhibit 99.1.

8-K Event Classification

3 items: 5.07, 7.01, 9.01

3 items

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Votes for Henry: 2,517,114 votes Say-on-pay votes for: 2,320,229 votes 2026 Incentive Plan votes for: 2,377,918 votes

3 metrics

Votes for Henry 2,517,114 votes Election of John P. Henry, IV as Class C director

Say-on-pay votes for 2,320,229 votes Approval of non-binding say-on-pay proposal

2026 Incentive Plan votes for 2,377,918 votes Approval of 2026 Incentive Plan

Key Terms

say on pay, 2026 Incentive Plan, Regulation FD Disclosure, Annual Meeting of Shareholders

4 terms

say on pay financial

"The Company’s shareholders approved the non-binding “say on pay” proposal regarding compensation"

Say on pay is a shareholder vote—typically nonbinding—on a company’s executive compensation package, allowing investors to approve or reject how top managers are paid. Think of it as a public performance review: widespread disapproval can signal poor governance, prompt changes to pay practices, attract activist investors, and influence investor confidence and share value. It matters because it gives owners a direct way to influence compensation that affects company incentives and long-term performance.

2026 Incentive Plan financial

"The Company’s shareholders approved the 2026 Incentive Plan proposal as follows"

A 2026 incentive plan is a company’s formal program, often named for a year, that authorizes awards like stock options, restricted shares, and cash bonuses to employees and executives to motivate performance and retain talent. For investors it matters because the plan creates potential new shares or payouts that can dilute existing ownership and align management’s choices with company goals—think of it as a reward budget that affects both pay incentives and share value.

Regulation FD Disclosure regulatory

"Item 7.01Regulation FD Disclosure"

Regulation FD disclosure requires public companies to share important, market-moving information with everyone at the same time instead of tipping off analysts or large investors first. Think of it as making sure all players on a field hear the same announcement simultaneously; that fairness helps investors trust that stock prices reflect the same information and reduces the risk of sudden, unfair trading advantages or regulatory penalties for selective leaks.

Annual Meeting of Shareholders financial

"held its Annual Meeting of Shareholders (“Annual Meeting”)"

A yearly gathering where a company’s owners (shareholders) vote on key items like electing the board, approving executive pay, and ratifying auditors, and receive updates on performance and strategy. Think of it as an annual town hall for owners: it matters to investors because outcomes and disclosures can affect leadership, corporate direction, dividend and governance policies, and therefore the company’s risk and potential return.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Juniata Valley Financial Corp. (JUVF) shareholders decide at the 2026 annual meeting?

Shareholders elected three Class C directors and approved two compensation-related proposals. They backed a non-binding say-on-pay vote and adopted the 2026 Incentive Plan, confirming support for the company’s leadership structure and executive compensation framework.

Which directors were elected at Juniata Valley Financial Corp.’s 2026 annual meeting?

Shareholders elected John P. Henry, IV, Gary E. Kelsey, and Joseph B. Scarnati, III as Class C directors. Each will serve until the 2029 annual meeting, maintaining continuity on Juniata Valley Financial Corp.’s board of directors.

How did Juniata Valley Financial Corp. (JUVF) shareholders vote on say-on-pay in 2026?

Shareholders approved the non-binding say-on-pay proposal with 2,320,229 votes for, 180,478 against, and 144,149 abstentions. This advisory vote indicates shareholder support for the compensation of Juniata Valley Financial Corp.’s named executive officers.

Was Juniata Valley Financial Corp.’s 2026 Incentive Plan approved by shareholders?

Yes, shareholders approved the 2026 Incentive Plan with 2,377,918 votes for, 154,234 against, and 112,704 abstentions. The plan provides an updated incentive compensation framework aligned with the company’s governance and compensation policies.

What materials from Juniata Valley Financial Corp.’s 2026 annual meeting were made available?

The company furnished the slides used and presented at the Annual Meeting of Shareholders as Exhibit 99.1. These slides provide additional context on Juniata Valley Financial Corp.’s business, strategy, and matters presented for shareholder vote.

What type of disclosure did Juniata Valley Financial Corp. make under Regulation FD?

Juniata Valley Financial Corp. furnished its annual meeting presentation under Regulation FD as Exhibit 99.1. This ensures all investors have equal access to the information shared with shareholders at the meeting.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/19/2026 - 01:05 PM

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): May 19, 2026

JUNIATA VALLEY FINANCIAL CORP.

(Exact name of registrant as specified in its charter)

-
Pennsylvania	0-13232	23-2235254
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)


Bridge and Main Streets, Mifflintown, Pennsylvania		17059
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (855) 582-5101

Not Applicable

(Former name or former address if changed since last report.)

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:

☐ 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. ☐

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


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None	N/A	N/A

Juniata Valley Financial Corp.

Current Report on Form 8-K

Item 5.07Submission of Matters to a Vote of Security Holders

On May 19, 2026, Juniata Valley Financial Corp. (the “Company”) held its Annual Meeting of Shareholders (“Annual Meeting”) for which the Board of Directors solicited proxies. At the Annual Meeting, shareholders of the Company voted on the following proposals described in the Proxy Statement dated April 6, 2026.

The proposals voted on by the shareholders of the Company at the Annual Meeting were as follows:

Proposal No. 1. The Company’s shareholders elected three Class C directors to serve until the 2029 Annual Meeting as described below:


	Votes	Votes	Broker	Votes
Name	For	Withheld	Non-votes	Uncast
John P. Henry, IV	2,517,114	127,742	-	-
Gary E. Kelsey	2,491,179	153,357	-	320
Joseph B. Scarnati, III	2,489,770	155,086	-	-

Proposal No. 2. The Company’s shareholders approved the non-binding “say on pay” proposal regarding compensation of the named executive officers, as follows:


Votes	Votes		Broker
For	Against	Abstentions	Non-Votes
2,320,229	180,478	144,149	-

Proposal No. 3. The Company’s shareholders approved the 2026 Incentive Plan proposal as follows:


Votes	Votes		Broker
For	Against	Abstentions	Non-Votes
2,377,918	154,234	112,704	-

There were no other matters considered at the meeting.

Item 7.01Regulation FD Disclosure

The slides used and presented at the Annual Meeting are attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

Exhibits. The exhibits listed in the Exhibit Index accompanying this Form 8-K are furnished herewith.

Exhibit Index


Exhibit No.		Description
99.1		Annual Meeting of Shareholders Presentation of Juniata Valley Financial Corp.


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 thereunto duly authorized.



	Juniata Valley Financial Corp.

Date: May 19, 2026	By:	/s/ Michael W. Wolf

	Name:	Michael W. Wolf
	Title:	EVP, Chief Financial Officer

Exhibit 99.1

BUILDING MOMENTUM Juniata Valley Financial Corp. 2026 Annual Meeting May 19, 2026 Exhibit 99.1

MARTIN DREIBELBIS CHAIRMAN

AGENDA • Call to Order • Rules of Conduct • Introduction of Members of the Board of Directors • Determine Presence of Quorum, Approval of Minutes, Appointment of Judges of Election • Nominations • Management’s Presentation – Building Momentum • Questions/Comments • Voting Tabulation • Adjournment

BOARD OF DIRECTORS Martin Dreibelbis Chairman Christina Calkins-Mazur Joseph Scarnati III Steven Sliver Gary Kelsey Marcie Barber Michael Buffington Vice Chairman John Henry IV

MEETING BUSINESS Determine Presence of Quorum, Approval of Minutes, Appointment of Judges of Election Election of Directors “Say on Pay” 2026 Long-Term Incentive Plan

FORWARD LOOKING STATEMENTS This presentation may contain “forward looking” information as defined by the Private Securities Litigation Reform Act of 1995. When words such as “believes”, “expects”, “anticipates” or similar expressions are used in this presentation, Juniata is making forward-looking statements. Such information is based on Juniata’s current expectations, estimates and projections about future events and financial trends affecting the financial condition of its business. These statements are not historical facts or guarantees of future performance, events or results. Such statements involve potential risks and uncertainties and, accordingly, actual results may differ materially from this forward-looking information. Many factors could affect future financial results. Juniata undertakes no obligation to publicly update or revise forward looking information, whether as a result of new or updated information, future events, or otherwise. For a more complete discussion of certain risks and uncertainties affecting Juniata, please see the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Forward-Looking Statements” set forth in the Juniata’s filings with the Securities and Exchange Commission.

BUILDING MOMENTUM MARCIE BARBER PRESIDENT AND CEO MICHAEL WOLF EVP AND CFO

YEAR-OVER-YEAR COMPARATIVE FINANCIAL RESULTS Earnings Highlights 2025 2024 Net Income (in thousands) $7,983 $6,229 Return on Average Assets 0.92% 0.72% Return on Average Equity 15.30% 14.19% Net Interest Margin (fully tax equivalent) 2.98% 2.71% Loans to Deposits 76.92 71.38% Efficiency Ratio 66.61% 72.77% Earnings per Share, diluted $1.59 $1.24 Highlights Balance Sheet • Robust loan growth • Deposit growth across all types especially in demand deposit accounts • Excess cash deployed to fund loan growth Income Statement • Net Interest Margin expanded by 27 basis points • Non-interest income stable • Non-interest expense decreased due to cost containment measures

$580,354 $591,945 $625,236 $670,632 $793,718 $810,518 $830,875 $871,811 $848,874 $895,263 $500,000 $600,000 $700,000 $800,000 $900,000 $1,000,000 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 At December 31, (in thousands) TEN-YEAR ASSET TREND

DIVERSIFIED DEPOSIT BASE • Stable and growing core deposit base • Time deposit growth continued • Increase in demand deposits and savings account balances in 2025 • Deposit mix remains relatively consistent over the last five years • Only 16.2% of totals deposits are uninsured at December 31, 2025 26.8% 22.3% 5.7% 17.0% 28.1% Deposit Mix as of December 31, 2025 Non-Interest Bearing Interest Bearing Demand Money Market Savings Time Deposits Dec-21 Dec-22 Dec-23 Dec-24 Dec-25 Total Deposits (in thousands) $708,447 $711,512 $749,045 $747,957 $781,799 Noninterest-Bearing Demand $182,022 $199,131 $197,027 $196,801 $209,865 Interest-Bearing Demand $170,210 $162,917 $174,684 $161,821 $174,474 Money Market $70,764 $64,111 $45,533 $47,080 $44,923 Savings $142,187 $143,082 $134,414 $128,903 $132,644 Time Deposits $143,264 $142,271 $197,387 $213,352 $219,893 Total Deposit Growth 13.7% 0.4% 5.3% (0.1%) 4.5% Percentage of Total Deposits Dec-21 Dec-22 Dec-23 Dec-24 Dec-24 Noninterest-Bearing Demand 25.7% 28.0% 26.3% 26.3% 26.8% Interest-Bearing Demand 24.0% 22.9% 23.3% 21.6% 22.3% Money Market 10.0% 9.0% 6.1% 6.3% 5.7% Savings 20.1% 20.1% 17.9% 17.2% 17.0% Time Deposits 20.2% 20.0% 26.4% 28.5% 28.5%

LOAN DIVERSIFICATION • Loan growth of 12.6% in 2025 • Commercial loan growth through organic growth within and outside of our branch footprint • Residential mortgage loan growth for the fourth consecutive year after a decade of declining balances • Growth without sacrificing asset quality • Relatively stable loan segmentation Dec-21 Dec-22 Dec-23 Dec-24 Dec-25 Total Loans (in thousands) $418,303 $484,512 $525,394 $533,869 $601,378 Real Estate Mortgage $131,754 $150,290 $162,385 $162,771 $173,889 Construction Loans $43,281 $50,748 $52,589 $37,827 $58,064 Commercial Real Estate $159,806 $199,206 $223,077 $247,582 $273,135 Commercial Business $62,639 $61,458 $65,821 $68,234 $78,016 Municipal Loans $16,323 $18,770 $17,232 $13,850 $15,258 Personal Consumer $4,500 $4,040 $4,290 $3,605 $3,016 Net Loan Growth 0.2% 15.8% 8.4% 1.6% 12.6% Percentage of Total Loans Dec-21 Dec-22 Dec-23 Dec-24 Dec-25 Real Estate Mortgage 31.5% 31.0% 30.9% 30.5% 28.9% Construction Loans 10.3% 10.5% 10.0% 7.1% 9.7% Commercial Real Estate 38.2% 41.1% 42.5% 46.4% 45.4% Commercial Business 15.0% 12.7% 12.5% 12.8% 13.0% Municipal Loans 3.9% 3.9% 3.3% 2.6% 2.5% Personal Consumer 1.1% 0.8% 0.8% 0.7% 0.5% Real Estate Mortgage, 28.9% Constructions Loans, 9.7% Commercial Real Estate, 45.4% Commercial Business, 13.0% Municipal Loans, 2.5% Personal Consumer, 0.5% Percentage of Total Loans

CREDIT QUALITY AND COVERAGE ALL / ACL (in thousands) Dec-21 Dec-22 Dec-23 Dec-24 Dec-25 Total Loans $ 418,303 $ 484,512 $ 525,394 $ 533,869 $ 601,378 Total reserves $ 4,041 $ 4,372 $ 5,677 $ 6,183 $ 7,038 Reserve coverage ratio 0.99% 0.90% 1.08% 1.16% 1.18% RESERVES MINIMAL NON-PERFORMING LOANS LOW CHARGE OFFS Non-performing loans (in thousands) Dec-21 Dec-22 Dec-23 Dec-24 Dec-25 Non-performing loans $ 226 $ 179 $ 4,952 $ 615 $ 634 Non-performing loan ratio 0.05% 0.04% 0.94% 0.12% 0.11% Net (charge-offs) / recoveries (in thousands) Dec-21 Dec-22 Dec-23 Dec-24 Dec-25 Net (charge-offs) / recoveries $ 183 $ 64 $ 39 $ (28) $ (23) Average loans 423,285 441,970 502,229 536,857 562,386 Charge-off / (recovery) ratio 0.04% 0.01% 0.01% (0.01%) (0.00%) 0.99% 0.90% 1.08% 1.16% 1.18% 0.70% 0.90% 1.10% 1.30% YE 2021 YE 2022 YE 2023 YE 2024 YE 2025 Total Reserves for Loans as % of Total Loans 0.05% 0.04% 0.94% 0.12% 0.11% 0.00% 0.20% 0.40% 0.60% 0.80% 1.00% YE 2021 YE 2022 YE 2023 YE 2024 YE 2025 Non-Performing Loans as % of Total Loans 0.04% 0.01% 0.01% (0.01)% 0.00% (0.05)% 0.00% 0.05% YE 2021 YE 2022 YE 2023 YE 2024 YE 2025 Net (Charge-Offs) Recoveries as % of Avg Loans

CAPITAL AND LIQUIDITY AT DECEMBER 31, 2025 • JVB is well capitalized • Tier one risk-based capital 11.4% versus minimum requirement plus capital conservation buffer of 8.5% • Total risk-based capital 12.5% versus minimum requirement plus capital conservation buffer of 10.5% • Liquid Assets 8.1% of Total Assets • Liquid Assets plus Off-Balance Sheet Liquidity 51.7% of Total Assets • Dividend yield 6.3% • Dividend payout ratio 55.3% Regulatory Capital Liquidity Dividend Yield

MOVING FORWARD IN 2026 Centre County Region Expansion Senator McCormick & PA Bankers Association Philadelphia Federal Reserve Bank PA State Police & local agencies partnership against fraud

BELLEVILLE OFFICE OPENING 2026

2026 FIRST QUARTER FINANCIAL RESULTS Earnings Highlights 2026 Quarter 1 2025 Quarter 1 Net Income (in thousands) $2,797 $2,008 Return on Average Assets 1.25% 0.94% Return on Average Equity 19.04% 16.55% Net Interest Margin (fully tax equivalent) 3.39% 2.83% Loans to Deposits 77.36% 71.99% Efficiency Ratio 59.43% 64.55% Earnings per Share, diluted $0.55 $0.40 Non-performing loan ratio 0.1% 0.1%

QUESTIONS & COMMENTS This presentation has been filed with the SEC on a Form 8-K

VOTE TABULATION REPORT LISA SNYDER

MEETING ADJOURNMENT Juniata Valley Financial Corp. 2026 Annual Meeting May 19, 2026

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

4 documents

Press Releases

EX-99.1 EX-99.1 24.8 KB

Juniata Valley holders back pay, 2026 incentive plan

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