Peoples Financial (PFIS) insider trade: 5,066 sold, 3,688 RSUs granted

Rhea-AI Filing Summary

Peoples Financial Services Corp. (PFIS) reporting person Timothy Kirtley, EVP/Chief Risk Officer, reported an open-market disposal and new equity awards. The Form 4 shows a disposition of 5,066 shares of common stock and indicates beneficial ownership tied to the PSBT Employee Stock Ownership Plan of 215.2168 (as reported). The filing also reports two grants of restricted stock units: 826 RSUs (reported 03/28/2025) and 2,862 RSUs (reported 08/29/2025), each converting one-for-one into common shares at $0 exercise price. The RSUs vest over multi-year schedules: the 826 RSUs vest in three equal annual installments beginning March 11, 2026; the 2,862 RSUs vest in five equal annual installments beginning August 29, 2026.

Positive

• Received equity awards: Reporting person was granted a total of 3,688 restricted stock units (826 and 2,862 RSUs) that align compensation with long‑term performance.
• RSUs convert one‑for‑one into common shares at $0 exercise price, simplifying future share delivery on vesting and aligning incentives.

Negative

• Share disposition: Reporting person disposed of 5,066 common shares, which increases near‑term supply of shares.
• Potential future dilution: The 3,688 RSUs will convert to shares as they vest over multi‑year schedules, increasing outstanding shares over time.

Insights

Corporate Governance Expert

TL;DR: Insider disposed of shares while receiving time‑vesting RSUs, indicating routine compensation-related activity rather than immediate ownership change.

The reported 5,066-share disposition alongside awards of 826 and 2,862 restricted stock units appears consistent with standard executive compensation and portfolio management. The RSUs convert to one share each at no cost and vest over multi-year schedules, aligning executive incentives with long‑term shareholder value. The disclosure of an indirect holding via the PSBT Employee Stock Ownership Plan should be monitored for plan mechanics but is presented without further detail. Overall, this filing reflects routine insider compensation and a contemporaneous share sale; no material governance concerns are evident from the information provided.

Securities Analyst

TL;DR: Transaction mix is neutral for near‑term share supply; RSU vesting will gradually increase potential share issuance.

The immediate disposition of 5,066 shares increases available float modestly, while the total of 3,688 RSUs (826+2,862) represents future potential share issuances as they vest. Because the RSUs vest over three and five years, any dilution is staggered and predictable. No exercise price applies to these RSUs, indicating straightforward share delivery on vesting. From an investor-materiality perspective, these items are routine and not likely to materially affect PFIS valuation based on the data disclosed.

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
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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^*

Kirtley Timothy

(Last) (First) (Middle)

C/O PEOPLES SECURITY BANK & TRUST CO

102 E. DRINKER ST.

(Street)

DUNMORE PA 18512

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
PEOPLES FINANCIAL SERVICES CORP. [ PFIS ]

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

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP/CHIEF RISK OFFICER

3. Date of Earliest Transaction (Month/Day/Year)
08/29/2025

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

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 Stock								5,066	D
Common Stock								215.2168	I	PSBT Employee Stock Ownership Plan

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
Restricted Stock Units	(1)	03/28/2025		A		826		(2)	(2)	COMMON STOCK	826	$0	826	D
Restricted Stock Units	(1)	08/29/2025		A		2,862		(3)	(3)	COMMON STOCK	2,862	$0	2,862	D

Explanation of Responses:

1. Each restricted stock unit represents a contingent right to receive one share of PFIS common stock.

2. The restricted stock units vest in three equal annual installments beginning March 11, 2026.

3. The restricted stock units vest in five equal annual installments beginning August 29, 2026.

	/s/ James M. Bone, Jr. as Attorney-in-Fact for Timothy H. Kirtley	09/03/2025
	** 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.
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FAQ

What transactions did PFIS insider Timothy Kirtley report on Form 4?

The Form 4 reports a disposition of 5,066 common shares and grants of 826 and 2,862 restricted stock units.

How many restricted stock units were granted to the reporting person?

A total of 3,688 RSUs were reported: 826 RSUs (03/28/2025) and 2,862 RSUs (08/29/2025).

What are the vesting schedules for the RSU grants?

The 826 RSUs vest in three equal annual installments beginning March 11, 2026; the 2,862 RSUs vest in five equal annual installments beginning August 29, 2026.

At what price will the RSUs convert to PFIS common stock?

The RSUs convert to common stock at an effective price of $0, representing one share per RSU on vesting.

Does the Form 4 show any indirect holdings?

Yes, the filing indicates an indirect holding associated with the PSBT Employee Stock Ownership Plan, reported as 215.2168 in the ownership field.