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Peoples Financial (PFIS) EVP exercises 281 RSUs; 168 shares withheld for taxes

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

PEOPLES FINANCIAL SERVICES CORP. executive vice president and chief risk officer Timothy Kirtley exercised 281 restricted stock units into common stock on March 11, 2026. These RSUs convert into common stock on a one-for-one basis.

To cover tax obligations, 168 common shares were withheld at a price of $51.80 per share, a non-market tax-withholding disposition rather than an open-market sale. After these transactions, he held 6,600 common shares directly and 240 shares indirectly through the PSBT 401(k) Profit Sharing Plan, along with 3,332 RSUs representing contingent rights to receive common stock.

Footnotes explain that 826 RSUs were granted on March 28, 2025, vesting in three annual installments starting March 11, 2025, with 281 RSUs vesting on March 11, 2026 and additional tranches scheduled to vest on March 11, 2027 and March 11, 2028. Another RSU award vests in five equal annual installments beginning August 29, 2026.

Positive

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Negative

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Insider Kirtley Timothy
Role EVP/CHIEF RISK OFFICER
Type Security Shares Price Value
Exercise Restricted Stock Units 281 $0.00 --
Exercise Common Stock 281 $0.00 --
Tax Withholding Common Stock 168 $51.80 $9K
holding Restricted Stock Units -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Restricted Stock Units — 545 shares (Direct); Common Stock — 6,768 shares (Direct); Common Stock — 240 shares (Indirect, PSBT 401 (k) Profit Sharing Plan)
Footnotes (1)
  1. Restricted stock units (RSUs) convert into common stock on a one-for-one basis. This amount includes 164 shares of time-based restricted common stock solely owned by Mr. Kirtley and 6,436 shares solely owned by Mr. Kirtley. On 3/28/2025, Mr. Kirtley was granted 826 RSUs vesting in three annual installments beginning 3/11/2025. 281 RSUs vested on 3/11/2026 leaving 273 RSUs to vest on 3/11/2027 and 272 RSUs to vest on 3/11/2028. Each restricted stock unit represents a contingent right to receive one share of PFIS common stock. The restricted stock units vest in five equal annual installments beginning August 29, 2026.
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Form 4 Insider Transactions: What Each Field Means →
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
Estimated average burden
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
30 E D PREATE DRIVE
(Street)
MOOSIC PA 18507
(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)
03/11/2026
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 03/11/2026 M 281 A (1) 6,768 D
Common Stock 03/11/2026 F 168 D $51.8 6,600(2) D
Common Stock 240 I PSBT 401 (k) Profit Sharing 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) 03/11/2026 M 281 (3) (3) COMMON STOCK 281 $0 545(4) D
Restricted Stock Units (5) (6) (6) COMMON STOCK 3,332 3,332 D
Explanation of Responses:
1. Restricted stock units (RSUs) convert into common stock on a one-for-one basis.
2. This amount includes 164 shares of time-based restricted common stock solely owned by Mr. Kirtley and 6,436 shares solely owned by Mr. Kirtley.
3. On 3/28/2025, Mr. Kirtley was granted 826 RSUs vesting in three annual installments beginning 3/11/2025.
4. 281 RSUs vested on 3/11/2026 leaving 273 RSUs to vest on 3/11/2027 and 272 RSUs to vest on 3/11/2028.
5. Each restricted stock unit represents a contingent right to receive one share of PFIS common stock.
6. 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 03/13/2026
** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did PFIS executive Timothy Kirtley report on this Form 4?

Timothy Kirtley reported exercising 281 restricted stock units into Peoples Financial Services common stock. The RSUs convert one-for-one into shares, increasing his direct equity exposure as part of previously granted equity compensation that vests over multiple years.

How many PFIS shares were withheld for taxes in Timothy Kirtley’s Form 4 filing?

The filing shows 168 Peoples Financial Services common shares were withheld at $51.80 per share. This F-code transaction represents tax withholding related to the RSU vesting and is not an open-market sale, but a payment of tax liability using shares.

What are Timothy Kirtley’s PFIS share holdings after the reported transactions?

After the transactions, Kirtley directly owns 6,600 PFIS common shares and indirectly holds 240 shares through the PSBT 401(k) Profit Sharing Plan. He also has 3,332 restricted stock units outstanding, each representing a contingent right to receive one common share.

How do the PFIS restricted stock units held by Timothy Kirtley vest over time?

An 826-RSU grant from March 28, 2025 vests in three annual installments starting March 11, 2025, including 281 RSUs that vested March 11, 2026. Additional RSU awards vest in five equal annual installments beginning August 29, 2026, extending his incentive horizon.

Does Timothy Kirtley’s PFIS Form 4 indicate any open-market share sales or purchases?

The Form 4 reflects an RSU exercise and tax withholding, not open-market trades. The M-code entries show conversion of RSUs into common stock, while the F-code entry documents shares delivered to cover taxes, a non-market disposition typical for equity compensation.