ASRV 8-K
Ameriserv Financial Inc /Pa/ (ASRV)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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Indicate by check mark whether the registrant is an emerging growth company 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).
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On April 15, 2025, AmeriServ Financial, Inc. (the “Company”) entered into a previously disclosed Consulting Agreement (the “Original Agreement”) with SB Value Partners, L.P. (the “Advisor”). As a result of the value of the services provided to date by the Advisor under the Original Agreement and services provided by the Advisor beyond the scope of the Original Agreement, including in connection with the Company’s recent announcement of a strategic alliance to expand investment opportunities between AmeriServ Financial Bank and Federated Hermes, Inc., the Company entered into an Amended and Restated Consulting Agreement (the “Agreement”) with the Advisor on January 6, 2026 pursuant to which, among other things, the Company desires to expand and supplement the nature and scope of the consulting services to be provided by the Advisor (the “Phase II Consulting Services”). As of the date of the Agreement, the Advisor beneficially owns 1,274,551 shares (the “Current SBV Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), or approximately 7.7% of outstanding shares of Common Stock.
Under the Agreement, in addition to the services to be provided under the Original Agreement, the Advisor is also engaged by the Company to perform, for the period from January 6, 2026 to June 30, 2026, which automatically extends for additional six-month periods (up to end of 4-year term of the Original Agreement) unless either party gives a written notice of termination at least 30 days prior to the end of the applicable 6-month period (such period, the “Phase II Consulting Period”), the Phase II Consulting Services, which include (i) developing, in conjunction with the appropriate Company managers, business development plans for an agreed upon number of the Company’s business lines if, when and where applicable; (ii) developing, in conjunction with the appropriate Company managers, revenue, AUM, and cash generated goals and objectives for an agreed upon number of the Company’s lines of business if, when and where applicable; (iii) developing, in conjunction with the appropriate Company managers, key performance indicators and actionable reporting plans relating to key performance indicators of select company business lines; (iv) developing, in conjunction with the appropriate Company managers, written policies relating specifically to performance and accountability of select company business lines, and (v) consulting with appropriate Company personnel regarding best in class shareholder relations and communications. The Phase II Consulting Services provided by the Advisor under the Agreement shall be conducted by or under the supervision and direction of the Senior Consultant. In connection with the Phase II Consulting Services, two experienced and senior level employees (the “Seconded SBV Employees”) of the Advisor, who have been previously identified to the Company, will be made available on a full-time basis during the Phase II Consulting Period to assist with and provide specific Phase II Consulting Services as agreed upon by the Company and the Advisor. The Senior Consultant or the Seconded SBV Employees shall coordinate the Phase II Consulting Services with and through the Chairman of the Board of Directors or the Company’s Chief Executive Officer. During the Phase II Consulting Period, the Seconded SBV Employees will devote substantially all of their time to the provision of Phase II Consulting Period and shall be on-site at the Company’s offices for the majority of two (2) weeks each month during the Phase II Consulting Period.
In consideration of (i) the consulting and advisory services under the Original Agreement since April 2025, (ii) services provided by the Advisor since April 2025 that exceeded the scope of consulting and advisory services under the Original Agreement, and (iii) the Phase II Consulting Services, the Company has agreed to issue on or about January 6, 2026 (a) to the Advisor (or its designated affiliate), 350,000 shares (the “SBV Shares”) of the Common Stock and (b) an aggregate of 83,000 shares (the “Employee Incentive Shares”) of the Common Stock for the benefit of certain employees or affiliates of the Advisor, including the Seconded SBV Employees, who are engaged in performing the consulting and advisory services under the Original Agreement or the Phase II Consulting Services. The issuance of the foregoing shares is in lieu of the issuance of shares described in the Original Agreement. Based on shares of the Common Stock owned by the Advisor on the date of the Agreement and the shares issued under the Agreement, the Advisor will own approximately 1,645,051 shares of the Common Stock, representing approximately 9.7% of the then outstanding shares of the Common Stock. In addition, for the Phase II Consulting Services, the Company shall (I) pay the Advisor $20,000 per month in cash during the Phase II Consulting Period, (II) reimburse the Advisor up to $20,000 per month during the Phase II Consulting Period for the base salaries and benefits of the two Seconded SBV Employees, and (III) make incentive cash payments to the Advisor with respect to specific tasks performed by the Seconded SBV Employees and in amounts agreed upon in good faith by the Company and the Advisor. In addition, the Company will reimburse the Advisor for all of its reasonable out-of-pocket expenses incurred by or on behalf of the Advisor in connection with the Agreement.
Under the Agreement, the Advisor agrees that it will not, and its affiliates will not, transfer without the prior written consent of the Company (i) any of the SBV Shares until the later of (a) December 31, 2027 or (b) the expiration or termination of the Phase II Consulting Period, and (ii) any of the Current SBV Shares until the expiration or termination of the Phase II Consulting Period (each date, as applicable, the “Permitted Share Transfer Date”). For a one-year period following the applicable Permitted Share Transfer Date, the Company has the right to purchase any of the SBV Shares or the Current SBV Shares (the “Offered Shares”) that the Advisor or its affiliate desire to transfer, as described in a written notice to the Company. Following delivery of a transfer notice, the Company will have ten business days to notify the Advisor of its intention to purchase for cash all of the Offered Shares identified in such notice at a price equal to the 10-day volume weighted average closing price immediately preceding the delivery of the notice. The Company may assign its repurchase rights to an affiliate of the Company or, with the prior written consent of the Advisor (which shall not be unreasonably withheld), to any third party. These restrictions shall not apply to any proposed transfers of the Common Stock in connection with any “Extraordinary Transaction” (as defined in the Agreement) and any proposed transfers of the Common Stock at any time that the Advisor owns less than 5.0% of the Company’s then outstanding shares of the Common Stock.
The Agreement will remain in effect until the earlier of April 15, 2029 or the termination of the Cooperation Agreement (such date, the “Termination Date”). Either party may terminate the Agreement in the event of an uncured material breach of the Agreement by the other Party. The term of the Agreement may be extended at any time by mutual written agreement of the parties, with the Termination Date being extended for a corresponding timeframe.
The foregoing descriptions of the Agreement and the Original Agreement do not purport to be complete and are qualified in their entirety by reference to the complete text of the Agreement and the Original Agreement, copies of which are attached hereto as Exhibits 10.2 and 10.1, respectively, and are incorporated herein by reference.
| Item 3.02 | Unregistered Sales of Equity Securities. |
The information regarding the issuance of the SBV Shares and the Employee Incentive Shares by the Company to the Advisor from Item 1.01 is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits:
| 10.2 | Amended and Restated Consulting Agreement, dated as of January 6, 2026, between AmeriServ Financial, Inc. and SB Value Partners, L.P. |
| 99.1 | Press release, dated January 7, 2026, of AmeriServ Financial, Inc. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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.
| AMERISERV FINANCIAL, Inc. | ||
| Date: January 7, 2026 | By | /s/ Jeffrey A. Stopko |
| Jeffrey A. Stopko | ||
| President & Chief Executive Officer | ||
Exhibit 10.2
AMENDED AND RESTATED CONSULTING AGREEMENT
This AMENDED AND RESTATED CONSULTING Agreement (this “Agreement”) is entered into as of January 6, 2026, by and between AmeriServ Financial, Inc., a Pennsylvania corporation (the “Company” and, together with its subsidiaries, the “Company Group”), and SB Value Partners, L.P., a Texas limited liability partnership (the “Advisor”). “Parties” means the Company and the Advisor, and each respectively, a “Party”. Capitalized terms used herein but not otherwise defined shall have the meaning set forth in the Cooperation Agreement.
WHEREAS, as of December 18, 2025, the Advisor may be deemed to have beneficial ownership of approximately 1,274,551 shares of the Company’s Common Stock (the “Current SBV Shares”), representing approximately 7.7% of the Company’s outstanding shares;
WHEREAS, the Advisor has extensive experience as a knowledgeable investor in community banks nationwide, and also provides professional and consulting services to a number of community banks nationwide;
WHEREAS, on April 18, 2024, the Company and the Advisor entered into a certain cooperation agreement (the “Cooperation Agreement”) relating to, among other things, ongoing consultation and collaboration between the Company and the Advisor with respect to financial performance metrics, business development and similar matters;
WHEREAS, the Company operates a large wealth management division (the “Wealth Management Division”) through its wholly owned subsidiary, AmeriServ Financial Bank, and through AmeriServ Wealth Advisors, Inc., a registered investment advisor and wholly owned subsidiary of AmeriServ Financial Bank;
WHEREAS, on April 15, 2025, the Company and Advisor entered into a Consulting Agreement pursuant to which Advisor agreed to perform general consulting and advisory services with respect to the operations and business of the Wealth Management Division;
WHEREAS, as a result of the value of the services provided to date by the Advisor under the Consulting Agreement and services provided by the Advisor beyond the scope of the Consulting Agreement, including in connection with the Company’s recent announcement of a strategic alliance to expand investment opportunities between AmeriServ Financial Bank and Federated Hermes, Inc., the Company desires to expand and supplement the nature and scope of the consulting services to be provided by the Advisor beyond the Wealth Management Division, and the Advisor is willing to accept such engagement, on the terms provided herein.
NOW, THEREFORE, in consideration of the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:
SECTION 1. Engagement. (a) The Company hereby engages the Advisor to perform the following services with respect to the Wealth Management Division together with any similar services as may be mutually agreed by the Company and the Advisor during the term of this Agreement (collectively, the “Consulting Services”): (i) promoting efficiencies in the core business and operations of the Wealth Management Division; and (ii) suggesting optimal trust and wealth management best practices and products, including business development efforts to grow client relationships and assets under management.
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(b) General Consulting Services to be provided by the Advisor pursuant to Section 1(a), and the timing thereof, shall be mutually developed and agreed to by the Company and the Advisor, acting in good faith. Consulting Services provided by the Advisor hereunder shall be conducted by the Advisor’s Managing Member (the “Senior Consultant”), with certain administrative tasks to be performed by employees of the Advisor under the direct supervision of the Senior Consultant. The Senior Consultant, or his designee, shall coordinate the Consulting Services with and through the President of the Wealth Management Division (who shall report directly to the Company’s Chief Executive Officer) or the Company’s Chief Executive Officer.
(c) During the Term, the Company agrees to (i) make available to the Advisor, upon request to the Company’s Chairman of the Board, Chief Executive Officer, and the President of the Wealth Management Division (the “Company Leadership”), appropriate personnel of the Company Group, including, but not limited to, accounting personnel, budgetary managers, vendor relationship managers, and related decision makers (collectively, the “Company Key Personnel”), (ii) promptly provide available information requested by the Advisor from time to time, and (iii) , through the Company’s board of directors or the board of directors of the applicable member of the Company Group, consider in good faith all recommendations resulting from the Consulting Services developed by the Company Leadership and the Advisor and, to the extent adopted, implement such recommendations as appropriate. The Advisor acknowledges that, except to the extent delegated to, or within the authority of, management, the implementation of any advice or recommendations resulting from the Consulting Services shall in all events be subject to input from and approval by the board of directors of the Company or the applicable subsidiary within the Company Group.
(d) The Advisor does not make any representations or warranties, express or implied, with respect to outcomes resulting from the Consulting Services. In no event shall the Advisor or any of its affiliates be liable to the Company, any other member of the Company Group, or any of their respective affiliates for any act, alleged act, omission or alleged omission in connection with performance of the Consulting Services that does not constitute gross negligence or willful misconduct of the Advisor or its designee as determined by a final, non-appealable determination of a court of competent jurisdiction.
SECTION 1A. Phase II Consulting Services. (a) In addition to engaging the Advisor to perform the Consulting Services, the Company hereby also engages the Advisor to perform, during the Phase II Consulting Period (as defined in Section 1A(d) below), the following services with respect to the Company Group together with any similar services as may be mutually agreed by the Company and the Advisor (collectively, the “Phase II Consulting Services”): (i) develop, in conjunction with the appropriate Company managers, business development plans for an agreed upon number of the Company’s business lines if, when and where applicable; (ii) develop, in conjunction with the appropriate Company managers, revenue, AUM, and cash generated goals and objectives for an agreed upon number of the Company’s lines of business if, when and where applicable; (iii) develop, in conjunction with the appropriate Company managers, key performance indicators and actionable reporting plans relating to key performance indicators of select company business lines; (iv) develop, in conjunction with the appropriate Company managers, written policies relating specifically to performance and accountability of select company business lines, and (v) consult with appropriate Company personnel regarding best in class shareholder relations and communications.
(b) Phase II Consulting Services to be provided by the Advisor pursuant to Section 1A(a), and the timing thereof, shall be mutually developed and agreed to by the Company and the Advisor, acting in good faith. Phase II Consulting Services provided by the Advisor hereunder shall be conducted by or under the supervision and direction of the Senior Consultant. In connection with the Phase II Consulting Services, two (2) experienced and senior level employees (the “Seconded SBV Employees”) of the Advisor, who have been previously identified to the Company, will be made available on a full-time basis during the Phase II Consulting Period to assist with and provide specific Phase II Consulting Services as agreed upon by the Company and the Advisor. The Senior Consultant or the Seconded SBV Employees shall coordinate the Phase II Consulting Services with and through the Chairman of the Board of Directors or the Company’s Chief Executive Officer. During the Phase II Consulting Period, the Seconded SBV Employees shall devote substantially all of their time to the provision of Phase II Consulting Period and shall be on-site at the Company’s offices for the majority of two (2) weeks each month during the Phase II Consulting Period.
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(c) The Seconded SBV Employees shall remain employees of SBV during the Phase II Consulting Period and shall not become employees of the Company or any of its affiliates for any purpose. Without limiting the foregoing, the Advisor acknowledges that the Seconded SBV Employees shall not be entitled to any compensation from the Company or any of its affiliates as a result of providing Phase II Consulting Services and shall not participate in or receive the benefit of any fringe benefit, welfare, pension, profit-sharing or other plan or arrangement similar to any of the above which is now or hereafter maintained by Company or any of its affiliates for the benefit of any or all of their respective employees. During the Phase II Consulting Period, the Advisor shall be reimbursed for the base salary and related benefits of the Seconded SBV Employees as provided in Section 2(g).
(d) During the Phase II Consulting Period, the Company agrees to (i) make available to the Advisor and the Seconded SBV Employees, upon request to the Company Leadership, appropriate Company Key Personnel, (ii) promptly provide available information requested by the Advisor or the Seconded SBV Employees from time to time, and (iii) through the Company’s board of directors or the board of directors of the applicable subsidiary, consider in good faith all recommendations resulting from the Consulting Services developed by the Company Leadership, the Advisor, and the Seconded SBV Employees and, to the extent adopted, implement such recommendations as appropriate. The Advisor acknowledges that, except to the extent delegated to, or within the authority of, management, the implementation of any advice or recommendations resulting from the Phase II Consulting Services shall in all events be subject to input from and approval by the board of directors of the Company or the applicable Company affiliate.
(e) The “Phase II Consulting Period” shall commence on the date hereof and run for a period of six consecutive months ending on June 30, 2026. Thereafter, the Phase II Consulting Period shall be extended automatically every six (6) months for an additional period of six (6) months unless either party provides a written notice of termination at least thirty (30) days prior to the end of the applicable six (6) month period, in which case the Phase II Consulting Period shall terminate at the end of the six (6) month period immediately following such written notice. In no event shall the Phase II Consulting Period extend beyond the Term.
(f) The Advisor does not make any representations or warranties, express or implied, with respect to outcomes resulting from the Phase II Consulting Services. In no event shall the Advisor or any of its affiliates be liable to the Company or any of its affiliates for any act, alleged act, omission or alleged omission in connection with performance of the Phase II Consulting Services that does not constitute gross negligence or willful misconduct of the Advisor or its designee as determined by a final, non-appealable determination of a court of competent jurisdiction.
SECTION 2. Performance Fee Shares; Other Compensation. (a) In consideration of (i) the Consulting Services (Phase I) provided by the Advisor since April 2025, (ii) services provided by the Advisor since April 2025 that exceeded the scope of the Consulting Services (Phase I), and (iii) the Phase II Consulting Services, (x) the Advisor (or its designated affiliate) shall receive, and the Company shall issue to the Advisor or its affiliate, on or about January 6, 2026 (such date, the “Issuance Date”), 350,000 fully paid and nonassessable shares of Company Common Stock upon the terms and conditions set forth herein (the “SBV Shares”), and (y) an aggregate of 83,000 shares of Common Stock shall be issued on the Issuance Date for the benefit of certain employees or affiliates of the Advisor, including the Seconded SBV Employees, who are engaged in performing the Consulting Services or the Phase II Consulting Services, as determined by the Advisor in its discretion, upon the terms and conditions set forth herein (the “Employee Incentive Shares”).
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(b) (i) Except as set forth in Section 2(b)(iii), until, as applicable, (x) with respect to the SBV Shares, the later of December 31, 2027, or the expiration or termination of the Phase II Consulting Period, or (y) with respect to the Current SBV Shares, the expiration or termination of the Phase II Consulting Period (as applicable, the “Permitted Share Transfer Date”), the Advisor agrees that it shall not, and shall ensure that its Affiliates (as defined in the Cooperation Agreement) do not, directly or indirectly, sell, transfer, convey, or otherwise dispose of, directly or indirectly (“Transfer”) the SBV Shares or the Current SBV Shares, as applicable, beneficially owned by them prior to the applicable Permitted Share Transfer Date without the prior written consent of the Company. Any purported Transfer of shares of the SBV Shares or the Current SBV Shares, as applicable, prior to the applicable Permitted Share Transfer Date in violation of this Section 2(b)(i) shall be null and void and no right, title, or interest in or to such SBV Shares or Current SBV Shares, as applicable, shall be Transferred to the purported Transferee.
(ii) In the event that, prior to the one-year anniversary of the applicable Permitted Share Transfer Date, the Advisor or its affiliate desires to Transfer any of the SBV Shares or the Current SBV Shares beneficially owned by the Advisor or its Affiliate (the “Offered Shares”), the Advisor shall provide the Company with prior written notice (the “Transfer Notice”) on each occasion of such desire or offer to Transfer the Offered Shares, including a summary of the proposed Transfer, the amount of Offered Shares, and the identity of the proposed Transferee, if any. Following delivery of such Transfer Notice, the Company shall then have ten (10) business days to notify the Advisor of its intention to purchase for cash all of the Offered Shares identified in the Transfer Notice at a price equal to the average of daily volume weighted average price of the Common Stock on the Nasdaq Stock Market for the ten (10) trading days immediately preceding the delivery of such Transfer Notice (the “Acquisition Price”). If the Company fails to exercise the foregoing right with respect to all the Offered Shares covered by the Transfer Notice within ten (10) business days after delivery of such Transfer Notice or fails to complete the purchase of the Offered Shares within ten (10) business days after delivering notice to the Advisor of its intention to purchase for cash all of the Offered Shares identified in the Transfer Notice at the Acquisition Price, then the Advisor may freely Transfer the Offered Shares covered by such Transfer Notice thereafter without any conditions or restrictions under this Agreement. For the avoidance of doubt, following the one-year anniversary of the applicable Permitted Share Transfer Date, the SBV Shares and the Current SBV Shares shall not be subject to any Transfer restrictions or other requirements under this Agreement.
(iii) The Company may assign its rights under Section 2(b)(ii) to (A) an affiliate of the Company or (B), with the prior written consent of the Advisor (which shall not be unreasonably withheld) to any third party.
(iv) The restrictions set forth in this Section 2(b) shall not apply to any of the following: (A) proposed Transfers of Common Stock in connection with any Extraordinary Transaction (as defined in the Cooperation Agreement); or (B) proposed Transfers of Common Stock at any time that the Advisor owns less than 5.0% of the Company’s then outstanding shares of Common Stock.
(v) Any restrictions on Transfers of Common Stock set forth in this Section 2(b), shall be in addition to, and not in lieu of, any applicable restriction or provision of the Cooperation Agreement.
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(c) The Company shall issue a book-entry or book-entries for the Shares issued under this Agreement on or before the second business day following the Issuance Date in accordance with the terms contained herein in the name of the Advisor or its designated affiliate and shall deliver evidence of such book-entry or book-entries to the Advisor. The Shares may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of the Shares other than pursuant to an effective registration statement or Rule 144 promulgated under the Securities Act of the 1933, as amended (the “Securities Act”), to the Company or to an affiliate (as such term is defined under regulations promulgated under the Securities Act) of the Advisor, the Company may require an opinion of the Company’s securities counsel, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of the Shares under the Securities Act. The Advisor agrees that Shares may be issued with an appropriate legend with respect to the foregoing.
(d) The Company hereby represents and warrants that any Shares issued hereunder in accordance with the provisions of this Section 2 will be validly issued, fully paid and nonassessable and free of any liens or encumbrances (other than liens or encumbrances arising as a matter of applicable law or created by or at the direction of the Advisor). The Shares so issued shall be deemed for all purposes to have been issued to the Advisor as of the close of business on the Issuance Date, notwithstanding that the stock transfer books of the Company may then be closed or book-entries representing such Shares may not be actually delivered on such date. The Company shall at all times reserve and keep available, out of its authorized but unissued shares of Common Stock, solely for the purpose of providing for the issuance of the Shares. The Company shall, at its sole expense, procure, subject to issuance or notice of issuance, the listing of the Shares issuable hereunder on the principal stock exchange on which shares of Common Stock are then listed or traded.
(e) The Advisor represents and warrants to the Company that, as of the date hereof, each of the Advisor and the recipients of the Employee Incentive Shares are, and on the Issuance Date, will be, an “accredited investor” as defined in Rule 501(a) promulgated under the Securities Act.
(f) Notwithstanding anything to the contrary contained in this Agreement, issuance of any Shares hereunder shall be subject to the receipt by the Advisor of any applicable regulatory approval then required pursuant to the Bank Holding Company Act of 1956, the Change in Bank Control Act of 1978, or the Pennsylvania Banking Code of 1965 for the Advisor to receive Shares hereunder. If prior to earlier of the fourth anniversary of the date hereof or the Termination Date, the Advisor has not obtained any required approval, exemption, authorization or consent (including the expiration or termination of any waiting periods, as applicable) from such banking regulatory authority then required pursuant to the Bank Holding Company Act of 1956, the Change in Bank Control Act of 1978, or the Pennsylvania Banking Code of 1965 in connection with the issuance of the Shares, the Company shall not have any obligation to issue, and the Advisor shall not be entitled to receive, any Shares for which applicable regulatory approval is required; provided, however, in any event the Advisor shall have a reasonable amount of time, irrespective of such Termination Date or the fourth anniversary date hereof, to obtain such regulatory approval from the date that the Advisor becomes subject to or is required to pursue such required regulatory approval (in any event the Advisor shall have at least 120 days to pursue such required regulatory approval).
(g) In addition, for the Phase II Consulting Services, the Company shall (i) pay the Advisor $20,000.00 in cash per full calendar month during the Phase II Consulting Period, which payments shall be made no later than the fifteenth (15th) day following the end of each full calendar month during the Phase II Consulting Period, (ii) reimburse the Advisor up to $20,000.00 in cash per full calendar month during the Phase II Consulting Period for the monthly base salary and benefits (but not any incentive compensation) of the Seconded SBV Employees, which payments shall be made at times agreed upon by the Advisor and the Company but in any event will be no later than the fifteenth (15th) day following the end of each full calendar month during the Phase II Consulting Period, and (iii) make incentive cash payments to the Advisor with respect to specific tasks performed by the Seconded SBV Employees and in amounts agreed upon in good faith by the Company and the Advisor.
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SECTION 3. Reimbursement of Expenses. In consideration of the time, effort and expense that has been and will be expended or incurred by or on behalf of the Advisor or the Seconded SBV Employees under this Agreement, the Company agrees to reimburse the Advisor from time to time upon request for all reasonable out-of-pocket costs, fees and expenses incurred by or on behalf of the Advisor or the SBV Employees in connection with or related to the Consulting Services and the Phase II Consulting Services, incurred after the date hereof (including, without limitation, all reasonable travel and related expenses).
SECTION 4. No Exclusive Duty to the Company Group; Anti-Hiring. (a) In recognition that (i) the Advisor (or one or more affiliates, associated investment funds or portfolio companies) may engage in the same or similar activities or lines of business as the Company or any other member of the Company Group and have an interest in the same areas of corporate opportunities, (ii) the members of the Company Group will derive certain benefits hereunder and (iii) the Advisor, in desiring and endeavoring fully to satisfy its duties, may confront difficulties in determining the full scope of such duties in any particular situation, the provisions of this Section 4 are set forth to regulate, define and guide the conduct of certain affairs of the Company and other members of the Company Group as they may involve the Advisor.
(b) Notwithstanding anything to the contrary contained herein, (i) the Advisor shall not be required to manage, monitor or advise the Company or any member of the Company Group as its sole and exclusive function and it, and any of its affiliates, may have other business interests and may engage in other activities in addition to those relating to the Company and the Company Group, and such other business interests or activities may be of any nature or description, may be competitive with the Company or any member of the Company Group and may be engaged in independently or with others, and (ii) neither the Company nor any other member of the Company Group shall have any right, by virtue of this Agreement or the relationship created hereby, in or to such other ventures or other activities of the Advisor or any of its affiliates, or to the income or proceeds derived therefrom, and the pursuit of such ventures, even if competitive with any member of the Company Group’s business, shall not be deemed wrongful or improper.
(c) Each of the Company and the Advisor agrees that, during the Term and for a period of twelve (12) months thereafter, without obtaining the prior written consent of the other party, it will not, directly or indirectly, solicit to hire or hire (or cause or seek to cause to leave employment) any employee of the other party.
SECTION 5. Term; Termination. The term of this Agreement (the “Term”) shall commence on the date hereof and shall remain in effect until the earlier of (i) the fourth anniversary of the date hereof or (ii) the termination of the Cooperation Agreement (each such date, the “Termination Date”); provided, however, that: (a) the Advisor may earlier terminate this Agreement if the Company commits a material breach of its obligations under this Agreement that (if capable of being cured) is not cured within fifteen (15) days after the Company’s receipt of written notice specifying the material breach from the Advisor or, if impossible to cure within fifteen (15) days, which the Company has not taken any substantive action to cure within such fifteen (15) day period; (b) the Company may earlier terminate this Agreement if the Advisor commits a material breach of this Agreement that (if capable of being cured) is not cured within fifteen (15) days after the Advisor’s receipt of written notice thereof from the Company specifying the material breach or, if impossible to cure within fifteen (15) days, which the Advisor has not taken any substantive action to cure within such fifteen (15) day period; and (c) the Term may be extended at any time by mutual written agreement of the Parties (with the Termination Date being extended for a corresponding timeframe). Notwithstanding the foregoing, the provisions of Section 6 through Section 15 shall survive the termination of this Agreement. Termination of this Agreement shall not relieve any Party from its responsibilities in respect of any willful breach of this Agreement prior to such termination. Termination of this Agreement shall not relieve any Party from its responsibilities in respect of any willful breach of this Agreement prior to such termination.
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SECTION 6. Governing Law; Submission to Jurisdiction. This Agreement shall be governed by and construed in accordance with the internal laws of the Commonwealth of Pennsylvania without giving effect to any choice or conflict of law provision or rule that would cause the application of laws of any jurisdiction other than those of the Commonwealth of Pennsylvania.
SECTION 7. Waiver of Jury Trial. EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE OF ANY OTHER PARTY HERETO HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION, (B) SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 7.
SECTION 8. Specific Performance. Each of the Parties acknowledges and agrees that irreparable injury to the other Parties may occur in the event any of the provisions of this Agreement are not performed in accordance with their specific terms or are otherwise breached and that such injury may not be adequately compensable by the remedies available at law (including, without limitation, the payment of money damages). It is accordingly agreed that each of the Parties (the “Moving Party”) shall be entitled to seek specific enforcement of, and injunctive or other equitable relief, as a remedy for any such breach or to prevent any violation or threatened violation of, the terms hereof, and the other Parties will not take action, directly or indirectly, in opposition to the Moving Party seeking such relief on the grounds that any other remedy or relief is available at law or in equity. The Parties further agree to waive any requirement for the security or posting of any bond in connection with any such relief. The remedies available pursuant to this Section 8 shall not be deemed to be the exclusive remedies for a breach of this Agreement but shall be in addition to all other remedies available at law or equity.
SECTION 9. Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder shall be in writing and shall be deemed to have been given: (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by email (with confirmation of transmission) if sent during normal business hours, and on the next business day if sent after normal business hours; or (d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective Parties at the addresses set forth in this Section 9 (or to such other address that may be designated by a Party from time to time in accordance with this Section 9).
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If to the Company, to its address at:
AmeriServ Financial, Inc. Main & Franklin Streets Johnstown, Pennsylvania 15907 Attention: J. Michael Adams, Jr., Chairman Email: [email protected]
If to Advisor, to the address at:
SB Value Partners, L.P. 1903 San Pedro Avenue Attention: Scott A. Barnes, Managing Member Email: [email protected] |
SECTION 10. Entire Agreement. This Agreement constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. This Agreement may be amended, modified or supplemented only by an agreement in writing signed by each Party.
SECTION 11. Severability. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
SECTION 12. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement (including through electronic signature) delivered by email or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.
SECTION 13. Assignment. No Party may assign any of its rights or delegate any of its obligations hereunder without the prior written consent of the other Parties; provided, that each Party may assign any of its rights and delegate any of its obligations hereunder to any person that acquires substantially all of that Party’s assets, whether by stock sale, merger, asset sale or otherwise. Any purported assignment or delegation in violation of this Section 13 shall be null and void. Without limiting the generality of the foregoing, nothing in this Section 13 shall prohibit the Advisor from selling, assigning, transferring, or conveying any of the Shares to any person controlled, controlling, or under common control with the Advisor so long as such purchaser or transferee shall agree in writing to be bound by the terms of this Agreement. No assignment or delegation shall relieve the assigning or delegating Party of any of its obligations hereunder. This Agreement is for the sole benefit of the Parties and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
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SECTION 14. Waivers. No waiver by any Party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the Party so waiving. No waiver by any Party shall operate or be construed as a waiver in respect of any failure, breach, or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
SECTION 15. Cooperation Agreement. The Cooperation Agreement, as amended, is ratified and confirmed in all respects. References in the Cooperation Agreement, as amended, to the Consulting Agreement shall be deemed to be references to this Agreement.
SECTION 16. Interpretation. Each of the Parties acknowledges that it has been represented by legal counsel of its choice throughout all negotiations that have preceded the execution of this Agreement and that it has executed the same with the advice of said counsel. Each of the Parties and its respective legal counsel cooperated and participated in the drafting and preparation of this Agreement and the documents referred to herein, and any and all drafts relating thereto exchanged among the Parties shall be deemed the work product of all Parties and may not be construed against any Party by reason of its drafting or preparation. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities in this Agreement against any Party that drafted or prepared it is of no application and is expressly waived by each of the Parties hereto, and any controversy over interpretations of this Agreement shall be decided without regard to events of drafting or preparation. The headings set forth in this Agreement are for convenience of reference purposes only and shall not affect or be deemed to affect in any way the meaning or interpretation of this Agreement or any term or provision of this Agreement. In this Agreement, unless a clear contrary intention appears, (a) the word “including” (in its various forms) means “including, without limitation;” (b) the words “hereunder,” “hereof,” “hereto” and words of similar import are references in this Agreement as a whole and not to any particular provision of this Agreement; (c) the word “or” is not exclusive; (d) references to “Sections” in this Agreement are references to Sections of this Agreement unless otherwise indicated; and (e) whenever the context requires, the masculine gender shall include the feminine and neuter genders.
(Remainder of Page Intentionally Left Blank)
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IN WITNESS WHEREOF, each of the parties has caused this Agreement to be executed on its behalf by its duly authorized officer or representative as of the date first above written.
| AMERISERV FINANCIAL, INC. | ||
| By: | /s/ J. Michael Adams, Jr. | |
| Name: | J. Michael Adams, Jr. | |
| Title: | Chairman of the Board of Directors | |
| SB VALUE PARTNERS, L.P. | ||
| By: | /s/ Scott A. Barnes | |
| Name: | Scott A. Barnes | |
| Title: | Managing Member | |
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Exhibit 99.1
AmeriServ Financial Strengthens Strategic Partnership with SB Value Partners
Johnstown, PA., January 7, 2026- AmeriServ Financial, Inc. (Nasdaq: ASRV) (“AmeriServ” or the “Company”) and SB Value Partners, L.P. (“SBV”) today announced that they entered into an agreement that amends and restates the previously executed and disclosed April 2025 consulting agreement between the parties. The amended agreement expands the nature and scope of the consulting services to be provided to the Company by SBV over the four-year term of the agreement. The amended agreement is intended to strengthen and expand the strategic partnership with SBV and results from the highly professional and excellent collaboration between both firms over the past eight months.
“SBV is excited to help AmeriServ increase its’ intrinsic value per share by improving efficiency optimization across the bank platform and strengthening business development activity in its’ Trust and Wealth Management business lines,” said Scott Barnes, Managing Partner of SBV. “We are thrilled to cement our long-term relationship with the Company – both as a large shareholder and an important business partner.”
“We at AmeriServ are fortunate, as a community bank, to operate a large, profitable and unique wealth management business. With SBV, given the advantage of their many years of professional experience in the community banking industry, we are successfully augmenting and improving our efforts in this area to grow at scale – locally, regionally, and nationally.” said J. Michael Adams, Jr., AmeriServ’s Chairman of the Board of Directors. “The SBV relationship has proven to be invaluable in key and important areas of our wealth management business and most notably in the new formal alliance between AmeriServ Wealth Advisors and Federated Hermes, Pittsburgh, PA, announced late last year. We are excited to further build on this positive momentum in 2026.”
The complete Amended and Restated Consulting Agreement, including a description of all material financial and other terms, between the Company and SBV, is included in the Company’s Current Report on Form8-K filed with the U.S. Securities and Exchange Commission (the “SEC”).
About AmeriServ Financial Inc.
AmeriServ Financial Inc. is the parent of AmeriServ Financial Bank, located in Johnstown, PA. The community bank provides full-service banking and wealth management services through 16 community offices in southwestern Pennsylvania and Hagerstown, Maryland. The company also operates loan production offices in Altoona and Monroeville, PA. At September 30, 2025, AmeriServ had total assets of $1.5 billion and a book value of $6.94 per common share. Its’ Wealth Management Division administers customer assets totaling $2.7 billion.
About SB Value Partners, L.P.
SB Value Partners, L.P. (“SBV”) provides transparent portfolio advisory services and FinTech investing to community financial institutions across the country and specializes in assisting these institutions to generate additional ROA and ROE from their investment portfolios. Founded in January 2000, SBV has grown to advise over $5.9 billion of community investment portfolios and $296 million directly for banks and its customers.
Forward-Looking Statements
This press release contains forward-looking statements as defined in the Securities Exchange Act of 1934 and is subject to the safe harbors created therein. Such statements are not historical facts and include expressions about management's confidence and strategies and management's current views and expectations about new and existing programs and products, relationships, opportunities, technology, market conditions, dividend program, and future payment obligations. These statements may be identified by such forward-looking terminology as "continuing," "expect," "look," "believe," "anticipate," "may," "will," "should," "projects," "strategy," or similar statements. Actual results may differ materially from such forward-looking statements, and no reliance should be placed on any forward-looking statement. Factors that may cause results to differ materially from such forward-looking statements include, but are not limited to, changes in the financial markets, the level of inflation, and the direction of interest rates; volatility in earnings due to certain financial assets and liabilities held at fair value; competition levels; loan and investment prepayments differing from our assumptions; insufficient allowance for credit losses; a higher level of loan charge-offs and delinquencies than anticipated; material adverse changes in our operations or earnings; a decline in the economy in our market areas; changes in relationships with major customers; changes in effective income tax rates; higher or lower cash flow levels than anticipated; inability to hire or retain qualified employees; a decline in the levels of deposits or loss of alternate funding sources; a decrease in loan origination volume or an inability to close loans currently in the pipeline; changes in laws and regulations; adoption, interpretation and implementation of accounting pronouncements; operational risks, including the risk of fraud by employees, customers or outsiders; unanticipated effects to our banking platform; and the inability to successfully implement or expand new lines of business or new products and services. These forward-looking statements involve risks and uncertainties that could cause AmeriServ's results to differ materially from management's current expectations. Such risks and uncertainties are detailed in AmeriServ's filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K for the year ended December 31, 2024. Forward-looking statements are based on the beliefs and assumptions of AmeriServ's management and on currently available information. The statements in this press release are made as of the date of this press release, even if subsequently made available by AmeriServ on its website or otherwise. AmeriServ undertakes no responsibility to publicly update or revise any forward-looking statement.