[8-K] Peoples Financial Services Corp. Reports Material Event

Rhea-AI Filing Summary

HSBC Holdings plc has filed a Form 6-K to launch a new share buy-back programme of up to US$3 billion of its US$0.50 ordinary shares. Purchases will be executed by Merrill Lynch acting as principal between 1 August 2025 and 24 October 2025 (or earlier if the full amount is reached), subject to existing regulatory approvals.

Trades may occur on the London Stock Exchange, Aquis Exchange, Cboe Europe (BXE/CXE), Turquoise and the Hong Kong Stock Exchange. Buy-backs on UK venues will be treated as “on-market” transactions under the Companies Act 2006; Hong Kong trades will be “off-market” for UK law but “on-market” under Hong Kong Listing Rules and the Buy-back Code.

The maximum capacity is 1,527,737,900 shares, reflecting the residual authority granted at the 2 May 2025 AGM. All repurchased shares will be cancelled, directly lowering the share count and distributing surplus capital to shareholders. HSBC’s balance sheet stood at US$3.214 trillion in assets as of 30 June 2025, underscoring funding strength for the programme.

Positive

• US$3 billion authorised for immediate share repurchase, providing direct capital return to shareholders.
• Shares bought will be cancelled, reducing share count and supporting per-share metrics.
• Execution window (1 Aug – 24 Oct 2025) offers near-term completion and visibility.
• Programme backed by 2 May 2025 shareholder authority and multi-venue flexibility, enhancing execution efficiency.

Negative

• None.

Insights

Financial Analyst

TL;DR — US$3 bn buy-back signals capital strength and should boost per-share metrics; limited to 1.53 bn shares and completes by Oct 2025.

The announced buy-back returns meaningful capital to investors only three months after the 2025 AGM authority was granted. The US$3 bn ceiling is material in absolute terms and the shares will be cancelled, shrinking the float and mechanically supporting EPS and ROE. Execution by Merrill Lynch under preset parameters limits price-manipulation risk and ensures compliance across UK, EU and Hong Kong regimes. Given HSBC’s US$3.2 trn asset base, the cash outlay is modest relative to overall size, suggesting balance-sheet flexibility is preserved. Overall impact is positive, though investors should watch for any regulatory constraints that could curb completion.

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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: July 31, 2025

(Date of earliest event reported)

PEOPLES FINANCIAL SERVICES CORP.

(Exact name of registrant as specified in its charter)

001-36388

(Commission

File Number)

PA	23-2391852
(State or other jurisdiction of incorporation)	(IRS Employer of Identification No.)

102 East Drinker Street, Dunmore, Pennsylvania 18512

(Address of principal executive offices) (Zip Code)

(570) 346-7741

(Registrant’s telephone number, including area code)

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

​	​	​	​	​
Title of each class:		Trading Symbol		Name of each exchange on which registered:
Common stock, $2.00 par value	​	PFIS	​	The Nasdaq Stock 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))

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Indicate by check mark whether the registrant is an emerging growth company as defined in 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. ☐

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 Item 2.02 Results of Operations and Financial Condition.

On July 31, 2025, Peoples Financial Services Corp. issued a press release announcing unaudited results of operations for the three and six month periods ended June 30, 2025 and financial condition at June 30, 2025. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are filed with this Form 8-K:

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Exhibit No.	​	Description
	​
99.1	​	Press release dated July 31, 2025 announcing results of operations and financial condition.

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Exhibit Index

	​
Exhibit No.	​	Description
	​
99.1	​	Press release dated July 31, 2025 announcing results of operations and financial condition.
104	​	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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SIGNATURE

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.

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​	PEOPLES FINANCIAL SERVICES CORP.
​	​
​	By:		/s/ Gerard A. Champi
​	​		Gerard A. Champi
​	​		Chief Executive Officer
​	​		(Principal Executive Officer)
​	​		​
​	By:		/s/James M. Bone, Jr.
​	​		James M. Bone, Jr., CPA
​	​		Executive Vice President and Chief Financial Officer
​	​		(Principal Financial Officer)

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Date: July 31, 2025

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FAQ

How much is HSBC (HSBC) spending on the 2025 share buy-back?

The programme authorises purchases of up to US$3 billion in ordinary shares.

When will HSBC’s buy-back start and end?

Purchases begin 1 August 2025 and will end no later than 24 October 2025.

What happens to the shares repurchased by HSBC?

All shares bought under the programme will be cancelled, permanently reducing the share count.

Which exchanges will HSBC use for the buy-back?

Trades may occur on the London Stock Exchange, Aquis Exchange, Cboe Europe, Turquoise and the Hong Kong Stock Exchange.

What is the maximum number of shares HSBC can repurchase?

Up to 1,527,737,900 shares, the remaining capacity under the 2025 AGM authority.