On February 9, 2026, Univest Financial Corporation (the “Company”) extended the expiration date for its offer to exchange (the “Exchange Offer”) any and all of its outstanding 6.00% Fixed-to-Floating Subordinated Notes due 2035 (the “Old Notes”) that were issued in an unregistered offering on November 6, 2025 for newly issued 6.00% Fixed-to-Floating Subordinated Notes due 2035 that have been registered under the Securities Act of 1933 (“New Notes”), upon the terms and conditions set forth in the definitive prospectus relating to the Exchange Offer (the “Prospectus”) as filed with the Securities and Exchange Commission (the “SEC”).
The expiration date for the Exchange Offer was previously 5:00 p.m., Eastern time, on February 9, 2026 and will now be 5:00 p.m., Eastern time, on February 11, 2026, unless further extended. Holders who tender Old Notes prior to such time will receive New Notes. Other than the extension of the expiration date described herein, the terms and conditions of the Exchange Offer remain as set forth in the Prospectus.
UMB Bank, N.A. (“UMB Bank”) is acting as the exchange agent in connection with the Exchange Offer. Holders of the Old Notes may contact UMB Bank at (713) 300-0589 with questions they may have regarding the Exchange Offer. Security holders should direct questions, requests for assistance and requests for copies of the Prospectus to UMB Bank.
IMPORTANT INFORMATION ABOUT THE EXCHANGE OFFER
This Current Report on Form 8-K is for informational purposes only and is not an offer to buy or the solicitation of an offer to sell any security. Security holders are strongly urged to carefully review the Prospectus and Registration Statement on Form S-4 (File No. 333-292296) relating to the Exchange Offer, including any amendments and supplements thereto, and the other related documents and materials filed with the SEC, because they contain important information about the Company and the Exchange Offer and are the sole means by which any offer to exchange the Old Notes will be made.
Investors and security holders may obtain a free copy of the Registration Statement on Form S-4, the Prospectus and related materials, and other documents the Company has filed with the SEC, at the SEC’s website, www.sec.gov. Free copies of the Company’s filings with the SEC have been made available on our website, www.univest.net.
This Current Report on Form 8-K may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, and may be identified by the use of such words as “may,” “believe,” “expect,” “anticipate,” “should,” “plan,” “will,” “estimate,” “predict,” “continue,” and “potential,” or the negative of these terms or other comparable terminology. Any or all of the forward-looking statements in this Current Report on Form 8-K may turn out to be wrong. Forward-looking statements can be affected by inaccurate assumptions the Company might make or by known or unknown risks and uncertainties as described in our SEC filings, including, but not limited to, those related to operating, legal and regulatory risks; economic, political and competitive forces; general economic conditions, either nationally or in our market areas, that are worse than expected, included as a result of employment levels and labor shortages, and the effect of a potential recession or slowed economic growth caused by supply chain disruptions or otherwise; legislative, regulatory and accounting changes, including increased assessments by the Federal Deposit Insurance Corporation and changes in the income tax laws and regulations; monetary and fiscal policies of the U.S. government, including policies of the U.S. Treasury and the Board of Governors of the Federal Reserve System; demand for our financial products and services in our market area; major catastrophes such as earthquakes, floods or other natural or human disasters and infectious disease outbreaks, the related disruption to local, regional and global economic activity and financial markets, and the impact that any of the foregoing may have on us and our customers
