Stilwell group targets Peoples Financial (PFBX) board seat in 2026 proxy push

Rhea-AI Filing Summary

Stilwell Activist Investments and affiliates have launched a proxy effort at Peoples Financial Corporation. The group plans to file a preliminary proxy statement and use a universal proxy card to solicit votes for its own director nominee at the Company’s 2026 annual meeting of stockholders. The participants in this proxy solicitation are expected to include several Stilwell investment funds, Stilwell Value LLC, and individuals Joseph Stilwell, Megan Parisi and Stewart F. Peck. As of the date described, Stilwell Activist Investments owns 417,847 shares of Peoples Financial common stock, Stilwell Activist Fund owns 67,505 shares, and Stilwell Value Partners VII owns 205,760 shares. Through its role as general partner, Stilwell Value LLC may be deemed to beneficially own a total of 691,112 shares held by these funds, and Joseph Stilwell may also be deemed to beneficially own the same shares.

Insights

Corporate governance and activism analyst

Activist investor group is preparing a proxy contest for one board seat at Peoples Financial’s 2026 annual meeting.

The disclosure describes an organized proxy solicitation by Stilwell Activist Investments and affiliated funds seeking to elect their own director nominee to the board of Peoples Financial Corporation at the 2026 annual meeting. The group intends to file a preliminary proxy statement and use a universal proxy card, which allows shareholders to vote among all nominees from both sides on a single card.

The filing also details current ownership: funds associated with Stilwell directly hold 417,847, 67,505, and 205,760 shares of common stock, and Stilwell Value LLC and Joseph Stilwell may be deemed to beneficially own the combined 691,112 shares. This level of detail confirms a coordinated activist position but does not by itself describe any proposed strategic or operational changes.

Future proxy materials, which the group emphasizes will be available at no charge on the SEC’s website, are expected to outline the identity of the nominee and the arguments for board representation. Those documents will provide clearer insight into how the activist campaign could affect Peoples Financial’s governance and strategy.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☐

Filed by a Party other than the Registrant ☒

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☐ Definitive Proxy Statement

☐ Definitive Additional Materials

☒ Soliciting Material Under § 240.14a-12

PEOPLES FINANCIAL CORPORATION

(Name of Registrant as Specified In Its Charter)

Stilwell Activist Investments, L.P.

Stilwell Value Partners VII, L.P.

Stilwell Activist Fund, L.P.

Stilwell Value LLC

Joseph Stilwell

Megan Parisi

Stewart F. Peck

(Name of Persons(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒ No fee required

☐ Fee paid previously with preliminary materials

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

Joseph Stilwell and certain affiliated entities (collectively, “Stilwell”), together with the other participants named herein, intend to file a preliminary proxy statement and accompanying universal proxy card with the Securities and Exchange Commission (the “SEC”) to be used to solicit votes for the election of Stilwell’s highly-qualified director nominee at the 2026 annual meeting of stockholders (the “Annual Meeting”) of Peoples Financial Corporation, a Mississippi corporation (the “Company”).

On January 22, 2026, Stilwell filed Amendment No. 22 to its Schedule 13D (“Amendment No. 22”) disclosing its delivery of its notice of intent to nominate a highly-qualified director candidate at the Annual Meeting, which was delivered to the Company on January 20, 2026. A copy of Amendment No. 22 is attached hereto as Exhibit 1 and is incorporated herein by reference.

CERTAIN INFORMATION CONCERNING THE PARTICIPANTS

STILWELL STRONGLY ADVISES ALL STOCKHOLDERS OF THE COMPANY TO READ ANY PROXY MATERIALS AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC’S WEB SITE AT HTTP://WWW.SEC.GOV. IN ADDITION, THE PARTICIPANTS IN THIS PROXY SOLICITATION WILL PROVIDE COPIES OF PROXY MATERIALS WITHOUT CHARGE, WHEN AVAILABLE, UPON REQUEST.

The participants in the proxy solicitation are currently anticipated to be Stilwell Activist Investments, L.P., a Delaware limited partnership (“Stilwell Activist Investments”), Stilwell Activist Fund, L.P., a Delaware limited partnership (“Stilwell Activist Fund”), Stilwell Value Partners VII, L.P., a Delaware limited partnership (“Stilwell Value Partners VII”), Stilwell Value LLC, a Delaware limited liability company, Joseph Stilwell, Megan Parisi and Stewart F. Peck.

As of the date hereof, Stilwell Activist Investments directly owns 417,847 shares of Common Stock, $1.00 par value per share, of the Company (the “Common Stock”), including 100 shares held in record name. As of the date hereof, Stilwell Activist Fund directly owns 67,505 shares of Common Stock. As of the date hereof, Stilwell Value Partners VII directly owns 205,760 shares of Common Stock. Stilwell Value LLC, as the general partner of each of Stilwell Activist Investments, Stilwell Activist Fund, and Stilwell Value Partners VII, may be deemed to beneficially own the 691,112 shares of Common Stock owned directly by Stilwell Activist Investments, Stilwell Activist Fund, and Stilwell Value Partners VII. Mr. Stilwell, as the managing member and sole owner of Stilwell Value LLC, may be deemed to beneficially own the 691,112 shares of Common Stock owned directly by Stilwell Activist Investments, Stilwell Activist Fund, and Stilwell Value Partners VII. As of the date hereof, Ms. Parisi and Mr. Peck do not beneficially own any securities of the Company.

FAQ

What is Stilwell seeking at Peoples Financial Corporation (PFBX)?

Stilwell Activist Investments and affiliated entities intend to solicit stockholder votes to elect their own highly-qualified director nominee to the board of Peoples Financial Corporation at the 2026 annual meeting of stockholders.

Who are the participants in the Peoples Financial (PFBX) proxy solicitation?

The anticipated participants are Stilwell Activist Investments, L.P., Stilwell Activist Fund, L.P., Stilwell Value Partners VII, L.P., Stilwell Value LLC, Joseph Stilwell, Megan Parisi and Stewart F. Peck.

How many Peoples Financial (PFBX) shares are associated with the Stilwell funds?

Stilwell Activist Investments directly owns 417,847 shares of Peoples Financial common stock, Stilwell Activist Fund owns 67,505 shares, and Stilwell Value Partners VII owns 205,760 shares, for a total of 691,112 shares that may be deemed beneficially owned by Stilwell Value LLC and Joseph Stilwell.

What is a universal proxy card in the context of the PFBX proxy contest?

The universal proxy card that Stilwell plans to use will list all director nominees from both the activist group and the company, allowing Peoples Financial stockholders to choose among all candidates on a single card in connection with the 2026 annual meeting.

Where can Peoples Financial (PFBX) investors find the Stilwell proxy materials?

Stilwell advises all stockholders to read the proxy materials when they become available; they will be provided without charge and will also be accessible at the SEC’s website at http://www.sec.gov.

Do all the individual participants in the PFBX proxy effort own shares?

As described, the Stilwell funds directly own the Peoples Financial shares, and Stilwell Value LLC and Joseph Stilwell may be deemed to beneficially own those 691,112 shares; Megan Parisi and Stewart F. Peck are stated as not beneficially owning any securities of the Company as of the referenced date.