PEOPLES FINANCIAL CORP /MS/ Amended Major Shareholder Report
Accepted by SEC EDGAR
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Form Type
SCHEDULE 13D/A
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 22)
|
PEOPLES FINANCIAL CORP /MS/ (Name of Issuer) |
Common Stock, par value $1.00 per share (Title of Class of Securities) |
71103B102 (CUSIP Number) |
Mr. Joseph Stilwell 200 Calle del Santo Cristo, Segundo Piso San Juan, PR, 00901 787-985-2193 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
01/20/2026 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP No. | 71103B102 |
| 1 |
Name of reporting person
Stilwell Value Partners VII, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
691,112.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
15.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| CUSIP No. | 71103B102 |
| 1 |
Name of reporting person
Stilwell Activist Fund, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
691,112.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
15.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| CUSIP No. | 71103B102 |
| 1 |
Name of reporting person
Stilwell Activist Investments, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
691,112.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
15.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| CUSIP No. | 71103B102 |
| 1 |
Name of reporting person
Stilwell Value LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
691,112.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
15.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | 71103B102 |
| 1 |
Name of reporting person
STILWELL JOSEPH | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
691,112.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
15.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, par value $1.00 per share |
| (b) | Name of Issuer:
PEOPLES FINANCIAL CORP /MS/ |
| (c) | Address of Issuer's Principal Executive Offices:
152 LAMEUSE STREET, P O BOX 529, BILOXI,
MISSISSIPPI
, 39530. |
| Item 2. | Identity and Background |
| (a) | This is the twenty-second amendment (this "Twenty-Second Amendment") to the original Schedule 13D (the "Original Schedule 13D"), which was filed on November 23, 2020, and amended on December 23, 2020 (the "First Amendment"), on February 9, 2021 (the "Second Amendment"), on March 12, 2021 (the "Third Amendment"), on March 17, 2021 (the "Fourth Amendment"), on March 29, 2021 (the "Fifth Amendment"), on April 5, 2021 (the "Sixth Amendment"), on April 8, 2021 (the "Seventh Amendment"), on April 20, 2021 (the "Eighth Amendment"), on May 5, 2021 (the "Ninth Amendment"), on February 7, 2022 (the "Tenth Amendment"), on March 15, 2022 (the "Eleventh Amendment"), on April 4, 2022 (the "Twelfth Amendment"), on July 12, 2022 (the "Thirteenth Amendment"), on January 25, 2023 (the "Fourteenth Amendment"), on March 23, 2023 (the "Fifteenth Amendment"), on April 12, 2023 (the "Sixteenth Amendment"), on April 19, 2023 (the "Seventeenth Amendment"), on October 3, 2023 (the "Eighteenth Amendment"), on January 22, 2024 (the "Nineteenth Amendment"), on September 26, 2024 (the "Twentieth Amendment"), and on January 27, 2025 (the "Twenty-First Amendment"). This Twenty-Second Amendment is being filed jointly by Stilwell Value Partners VII, L.P., a Delaware limited partnership ("Stilwell Value Partners VII"); Stilwell Activist Fund, L.P., a Delaware limited partnership ("Stilwell Activist Fund"); Stilwell Activist Investments, L.P., a Delaware limited partnership ("Stilwell Activist Investments"); Stilwell Value LLC, a Delaware limited liability company ("Stilwell Value LLC"), and the general partner of Stilwell Value Partners VII, Stilwell Activist Fund, and Stilwell Activist Investments; and Joseph Stilwell, the managing member and owner of Stilwell Value LLC (collectively, "we" or "us"). The filers of this statement are collectively referred to herein as the "Group." The amended joint filing agreement of the members of the Group was filed as Exhibit 22 to the Eighteenth Amendment.
This statement is filed by Joseph Stilwell with respect to the shares of common stock (the "Common Stock") of Peoples Financial Corporation (the "Issuer") beneficially owned by Joseph Stilwell, including shares of Common Stock held in the names of Stilwell Value Partners VII, Stilwell Activist Fund, and Stilwell Activist Investments in Joseph Stilwell's capacities as the managing member and owner of Stilwell Value LLC, which is the general partner of Stilwell Value Partners VII, Stilwell Activist Fund, and Stilwell Activist Investments. |
| (b) | The business address of Stilwell Value Partners VII, Stilwell Activist Fund, Stilwell Activist Investments, and Stilwell Value LLC is 111 Broadway, 12th Floor, New York, New York 10006. The business address of Joseph Stilwell is 200 Calle del Santo Cristo, Segundo Piso, San Juan, Puerto Rico 00901. |
| (c) | The principal employment of Joseph Stilwell is investment management. Stilwell Value Partners VII, Stilwell Activist Fund, and Stilwell Activist Investments are private investment partnerships engaged in the purchase and sale of securities for their own accounts. Stilwell Value LLC serves as the general partner of Stilwell Value Partners VII, Stilwell Activist Fund and Stilwell Activist Investments, and related partnerships. |
| (d) | During the past five years, no member of the Group has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | During the past five years, no member of the Group has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws, except as indicated in Schedule C, attached hereto and incorporated herein by reference. |
| (f) | Joseph Stilwell is a citizen of the United States. |
| Item 3. | Source and Amount of Funds or Other Consideration |
Since we last reported purchases of Common Stock, Stilwell Value Partners VII has expended $616,382.53 to acquire 31,937 shares of Common Stock. Such funds were provided from Stilwell Value Partners VII's working capital and, from time to time, may be provided in part by margin account loans from subsidiaries of Morgan Stanley or Interactive Brokers extended in the ordinary course of business.
Since we last reported purchases of Common Stock, Stilwell Activist Fund has not expended any monies to acquire shares of Common Stock.
Since we last reported purchases of Common Stock, Stilwell Activist Investments has expended $241,366.68 to acquire 11,911 shares of Common Stock. Such funds were provided from Stilwell Activist Investments' working capital and, from time to time, may be provided in part by margin account loans from subsidiaries of Morgan Stanley extended in the ordinary course of business.
All purchases of shares of Common Stock made by the Group using funds borrowed from Interactive Brokers or Morgan Stanley, if any, were made in margin transactions on their usual terms and conditions. All or part of the shares of Common Stock owned by members of the Group may from time to time be pledged with one or more banking institutions or brokerage firms as collateral for loans made by such entities to members of the Group. Such loans generally bear interest at a rate based on the broker's call rate from time to time in effect. Such indebtedness, if any, may be refinanced with other banks or broker-dealers. | |
| Item 4. | Purpose of Transaction |
We are filing this Twenty-Second Amendment to announce that we have served our notice of intent to nominate Stewart F. Peck for election as a director at the Issuer's upcoming 2026 annual meeting of shareholders (the "2026 Annual Meeting").
A copy of the Nominee Agreement (as defined below) is attached as Exhibit 26 to this Twenty-Second Amendment.
We believe management and the directors have ill served the Issuer's shareholders, and the Issuer should explore all possibilities to maximize shareholder value.
Our nominees for election as directors at the Issuer's annual meetings from 2021 through 2025 were not elected. Subsequent to the 2022 annual meeting, the Board of Governors of the Federal Reserve notified us that it would not object to our request to purchase additional shares of the Issuer up to 14.9%, and subsequent to the 2024 annual meeting, the Board of Governors of the Federal Reserve notified us that it would not object to our request to purchase additional shares of the Issuer up to 19.9%.
On May 31, 2022, pursuant to Mississippi law, we served a demand for inspection of the Issuer's books and records related to, among other things, reported losses and the employee(s) responsible for the losses associated with the Issuer's securities portfolio. When the Issuer refused to permit the inspection of its books and records, we filed, on July 22, 2022, a complaint in the Chancery Court of Harrison County, Mississippi, to compel the production of those books and records. After four Harrison County judges recused themselves, the Mississippi Supreme Court appointed a retired judge from Hinds County, Mississippi, as Special Chancellor to hear our books and records demand case against the Issuer. On July 18, 2023, the Special Chancellor partially granted our motion for summary judgment and ordered the Issuer to produce most of the records we sought in our books and records demand.
On June 30, 2023, we demanded that the Issuer pursue a derivative action against its directors for breach of their fiduciary duties for failure to oversee and properly supervise management. On September 29, 2023, we filed a derivative complaint on behalf of the Issuer against the Issuer's directors in the Chancery Court of Harrison County, Mississippi, for breach of fiduciary duty, seeking damages and other remedies. On October 17, 2024, the Court denied the Issuer's directors' motion to dismiss and on December 20, 2024, issued an order allowing us to seek discovery. On January 10, 2025, the Issuer's directors filed an interlocutory appeal, which the Mississippi Supreme Court denied on April 1, 2025. We are seeking compensation to the Issuer from the Issuer's directors for over $50 million in losses to the Issuer's securities portfolio.
Our purpose in acquiring shares of Common Stock of the Issuer is to profit from the appreciation in the market price of the shares of Common Stock through asserting shareholder rights. We do not believe the value of the Issuer's assets is adequately reflected in the current market price of the Issuer's Common Stock.
THIS TWENTY-SECOND AMENDMENT MAY BE DEEMED TO BE SOLICITATION MATERIAL IN RESPECT OF THE SOLICITATION OF PROXIES BY THE GROUP FROM THE ISSUER'S SHAREHOLDERS IN CONNECTION WITH THE ISSUER'S 2026 ANNUAL MEETING. SECURITY HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT AND OTHER DOCUMENTS RELATING TO THE SOLICITATION BY THE GROUP AND OTHER PARTICIPANTS OF PROXIES FROM THE ISSUER'S SHAREHOLDERS FOR USE AT THE ISSUER'S 2026 ANNUAL MEETING OF SHAREHOLDERS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION, INCLUDING INFORMATION RELATING TO THE PARTICIPANTS IN OUR PROXY SOLICITATION. INFORMATION RELATING TO THE PARTICIPANTS IN OUR PROXY SOLICITATION IS INCLUDED IN SCHEDULE A, ATTACHED HERETO AND INCORPORATED BY REFERENCE HEREIN.
Members of the Group may seek to make additional purchases or sales of shares of Common Stock. Except as described in this filing, no member of the Group has any plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (a) through (j), inclusive, of Item 4 of Schedule 13D. Members of the Group may, at any time and from time to time, review or reconsider their positions and formulate plans or proposals with respect thereto.
Since 2000, members or affiliates of the Group have taken an 'activist position' in 78 other publicly-traded companies. In each instance, our purpose has been to profit from the appreciation in the market price of the shares we held by asserting shareholder rights. In addition, we believed that the values of the companies' assets were not adequately reflected in the market prices of their shares.
Our actions with respect to such publicly-traded companies are described in Schedule B, attached hereto and incorporated herein by reference. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | The members of the Group collectively beneficially own an aggregate of 691,112 shares of Common Stock. The percentages reported herein for the Group are calculated based on the number of outstanding shares of Common Stock, 4,617,466, reported as the number of outstanding shares as of October 31, 2025, in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 10, 2025. The purchases and sales of Common Stock reported in this item, if any, were made in open-market transactions.
Each of Stilwell Value Partners VII, Stilwell Activist Fund, Stilwell Activist Investments, Stilwell Value LLC and Joseph Stilwell may be deemed to beneficially own 691,112 shares of Common Stock, constituting approximately 15.0% of the shares of Common Stock outstanding. |
| (b) | Each of Stilwell Value Partners VII, Stilwell Activist Fund, Stilwell Activist Investments, Stilwell Value LLC and Joseph Stilwell may be deemed to share the power to vote and dispose of 691,112 shares of Common Stock owned in the aggregate by Stilwell Value Partners VII, Stilwell Activist Fund and Stilwell Activist Investments.
Because he is the managing member and owner of Stilwell Value LLC, which is the general partner of each of Stilwell Value Partners VII, Stilwell Activist Fund and Stilwell Activist Investments, Joseph Stilwell has the power to direct the affairs of each of Stilwell Value Partners VII, Stilwell Activist Fund and Stilwell Activist Investments, including the voting and disposition of shares of Common Stock held in the name of each of Stilwell Value Partners VII, Stilwell Activist Fund and Stilwell Activist Investments. Therefore, Joseph Stilwell is deemed to share voting and disposition power with each of Stilwell Value Partners VII, Stilwell Activist Fund and Stilwell Activist Investments with regard to those shares of Common Stock.
Because he is the managing member and owner of Stilwell Value LLC, Joseph Stilwell has the power to direct the affairs of Stilwell Value LLC. Stilwell Value LLC is the general partner of each of Stilwell Value Partners VII, Stilwell Activist Fund and Stilwell Activist Investments. Therefore, Stilwell Value LLC may be deemed to share with Joseph Stilwell voting and disposition power with regard to the shares of Common Stock held by each of Stilwell Value Partners VII, Stilwell Activist Fund and Stilwell Activist Investments. |
| (c) | Within the past sixty days, Stilwell Activist Investments purchased shares of Common Stock as set forth in Schedule D, attached hereto and incorporated herein by reference. Within the past sixty days, Stilwell Value Partners VII and Stilwell Activist Fund did not purchase or sell any shares of Common Stock. Stilwell Value LLC and Joseph Stilwell have not purchased or sold any shares of Common Stock. |
| (d) | No person other than Stilwell Value Partners VII, Stilwell Activist Fund, Stilwell Activist Investments, Stilwell Value LLC and Joseph Stilwell is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the shares of Common Stock. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
On January 20, 2026, members of the Group entered into a nominee agreement (the "Nominee Agreement") with Stewart F. Peck (the "Nominee"), pursuant to which the Nominee has agreed, should members of the Group choose to nominate him, to stand for election to the Issuer's board of directors at the 2026 Annual Meeting and to serve as director if elected. Pursuant to the Nominee Agreement, members of the Group have agreed to (i) reimburse the Nominee's actual out-of-pocket expenses incurred in connection with the nomination process and (ii) indemnify the Nominee for any damages and expenses incurred in connection with his nomination for director of the Issuer. The foregoing summary of the Nominee Agreement is qualified in its entirety by reference to the full text of the Nominee Agreement, a copy of which is filed as Exhibit 26 attached to this Twenty-Second Amendment and is incorporated by reference herein.
Other than the Nominee Agreement and the Amended Joint Filing Agreement filed as Exhibit 22 to the Eighteenth Amendment, there are no contracts, arrangements, understandings or relationships among the persons named in Item 2 hereof and between such persons and any person with respect to any securities of the Issuer, including but not limited to transfer or voting of any of the securities, finders' fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, divisions of profits or losses, or the giving or withholding of proxies, except for sharing of profits. Stilwell Value LLC, in its capacity as general partner of Stilwell Value Partners VII, Stilwell Activist Fund, and Stilwell Activist Investments, and Joseph Stilwell, in his capacities as the managing member and owner of Stilwell Value LLC, are entitled to an allocation of a portion of profits.
See Items 1 and 2 above regarding disclosure of the relationships between members of the Group, which disclosure is incorporated herein by reference. | |
| Item 7. | Material to be Filed as Exhibits. |
Schedule A - Identity of Participants
Schedule B - Stilwell Activist History
Schedule C - Item 2(e)
Schedule D - Transactions in Securities
Exhibit 1 - Joint Filing Agreement, dated November 23, 2020, filed with the Original Schedule 13D.
Exhibit 2 - Letter to the Shareholders of the Issuer, dated February 9, 2021.
Exhibit 3 - Nominee Agreement, dated February 16, 2021, with Nominee Peter Prickett, filed with the Fourth Amendment.
Exhibit 4 - Letter to Shareholders of the Issuer, dated March 16, 2021, filed with the Fourth Amendment.
Exhibit 5 - Letter to Shareholders of the Issuer, dated March 29, 2021, filed with the Fifth Amendment.
Exhibit 6 - Letter to Shareholders of the Issuer, dated April 8, 2021, filed with the Seventh Amendment.
Exhibit 7 - Letter to Shareholders of the Issuer, dated April 19, 2021, filed with the Eighth Amendment.
Exhibit 8 - Letter to Shareholders of the Issuer, dated May 5, 2021, filed with the Ninth Amendment.
Exhibit 9 - Nominee Agreement, dated February 1, 2022, with Nominee Rodney H. Blackwell, filed with the Tenth Amendment.
Exhibit 10 - Nominee Agreement, dated February 2, 2022, with Jonathan W. Briggs, filed with the Tenth Amendment.
Exhibit 11 - Nominee Agreement, dated February 2, 2022, with Ronald Wade Robertson, Jr, filed with the Tenth Amendment.
Exhibit 12 - Nominee Agreement, dated February 3, 2022, with Gregory H. Browne., filed with the Tenth Amendment.
Exhibit 13 - Letter to Shareholders of the Issuer, dated March 14, 2022, filed with the Eleventh Amendment.
Exhibit 14 - Letter to Shareholders of the Issuer, dated April 4, 2022, filed with the Twelfth Amendment.
Exhibit 15 - Nominee Agreement, dated January 23, 2023, with Rodney H. Blackwell, filed with the Fourteenth Amendment.
Exhibit 16 - Nominee Agreement, dated January 23, 2023, with Stewart F. Peck, filed with the Fourteenth Amendment.
Exhibit 17 - Amended Joint Filing Agreement, dated January 25, 2023, filed with the Fourteenth Amendment.
Exhibit 18 - Power of Attorney, dated January 23, 2023, filed with the Fourteenth Amendment.
Exhibit 19 - Letter to Shareholders of the Issuer, dated March 23, 2023, filed with the Fifteenth Amendment.
Exhibit 20 - Letter to Shareholders of the Issuer, dated April 12, 2023, filed with the Sixteenth Amendment.
Exhibit 21 - Letter to Shareholders of the Issuer, dated April 19, 2023, filed with the Seventeenth Amendment.
Exhibit 22 - Amended Joint Filing Agreement, dated October 3, 2023, filed with the Eighteenth Amendment.
Exhibit 23 - Nominee Agreement, dated January 19, 2024, with Stewart F. Peck, filed with the Twentieth Amendment.
Exhibit 24 - Nominee Agreement, dated January 19, 2024, with Scott M. Polakoff, filed with the Twentieth Amendment.
Exhibit 25 - Nominee Agreement, dated January 23, 2025, with Stewart F. Peck, filed with the Twenty-First Amendment.
Exhibit 26 - Nominee Agreement, dated January 20, 2026, with Stewart F. Peck. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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