CZFS 8-K
Citizens Financial Services Inc (CZFS)
8-K
2026-02-18
For: 2026-02-17
View Original
Added on
April 09, 2026
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 (Date of earliest event reported): February 17, 2026
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction
of incorporation) |
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(Commission
File Number) |
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(IRS Employer
Identification No.) |
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(Address of principal executive offices)
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(Zip code)
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Registrant's telephone number, including area code (570 ) 662-0444
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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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):
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):
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. ☐
Item 8.01. Other Events.
On February 17, 2026, the Board of Directors of Citizens Financial Services, Inc. (the “Company”) authorized and
approved a share repurchase program of up to 200,000 of the currently outstanding shares of the Company’s common stock at an aggregate purchase price not to exceed $15 million over the period beginning on April 22, 2026 and ending on April 22,
2029. Under the stock repurchase program, the Company intends to repurchase shares through open market purchases, privately-negotiated transactions, block purchases or otherwise in accordance with applicable federal securities laws, including Rule
10b-18 of the Securities Exchange Act of 1934 (the “Exchange Act”).
The Company cannot predict when or if it will repurchase any shares of common stock as such stock repurchase program
will depend on a number of factors, including price and general business and market conditions. Information regarding share repurchases will be available in the Company’s periodic reports on Form 10-Q and Form 10-K filed with the Securities and
Exchange Commission as required by the applicable rules of the Exchange Act.
This report contains forward-looking statements, as that term is defined under the Securities Exchange Act of 1934,
including statements regarding purchases by the Company of its common stock. These statements are not historical facts; rather, they are statements based on the Company’s
current expectations regarding its business strategies and their intended results and its future performance. Forward-looking statements are preceded by terms such as “expects,” “believes,” “anticipates,” “intends” and similar
expressions. Forward-looking statements are not guarantees of future performance. Numerous risks and uncertainties could cause or contribute to the Company’s actual results, performance and achievements to be materially different from those
expressed or implied by the forward-looking statements. Factors that may cause or contribute to these differences include, without limitation, changes in general economic conditions, including changes in market interest rates and changes in
monetary and fiscal policies of the federal government; legislative and regulatory changes; and other factors disclosed periodically in the Company’s filings with the Securities and Exchange Commission. Because of the risks and uncertainties
inherent in forward-looking statements, readers are cautioned not to place undue reliance on them, whether included in this report or made elsewhere periodically by the Company or on its behalf. The Company assumes no obligation to update any
forward-looking statements except as may be required by applicable law or regulation.
On February 18, 2026, the Company issued a press release announcing the stock repurchase program. A copy of the
press release is filed as Exhibit 99.1 hereto and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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Exhibit No.
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Description of Exhibit
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99.1
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SIGNATURES
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.
| CITIZENS FINANCIAL SERVICES, INC. |
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Date: February 18, 2026
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By:
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/s/ Stephen J. Guillaume |
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| Stephen J. Guillaume |
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| Chief Financial Officer |
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FOR IMMEDIATE RELEASE
CONTACT:
Randall E. Black
Chief Executive Officer and President
(570) 662-2121
CITIZENS FINANCIAL SERVICES, INC. ANNOUNCES STOCK REPURCHASE PROGRAM
MANSFIELD, PENNSYLVANIA – February 18, 2026 – Citizens Financial Services, Inc. (NASDAQ: CZFS) (the “Company”) today announced that
its Board of Directors has authorized a stock repurchase program under which the Company can repurchase up to 200,000 of the currently outstanding shares of the Company’s
common stock at an aggregate purchase price not to exceed $15 million, over the period from April 22, 2026 through April 22, 2029, through open market purchases, privately-negotiated transactions, block purchases or otherwise in accordance with
applicable federal securities laws, including Rule 10b-18 of the Securities Exchange Act of 1934.
Randall E. Black, Chief Executive
Officer and President, commented, “This repurchase program demonstrates the Board’s confidence in our future and our overall commitment to delivering added value to all of our shareholders, including providing an additional liquidity source
for our currency. Our capital allocation strategy prioritizes deploying our strong balance sheet to fund both internal and external opportunities that will support our long-term growth strategy.”
The actual timing, number and value of shares repurchased under the stock repurchase program will depend on a number of factors,
including price and general business and market conditions. The share buyback program does not obligate the Company to acquire any specific number of shares in any period, and may be expanded, extended, modified or discontinued at any time. Payment
for shares repurchased under the program will be funded using the Company’s cash on hand.
About Citizens Financial Services, Inc.
Citizens Financial Services, Inc. (NASDAQ: CZFS) is a $3.1 billion bank holding company conducting business through First Citizens Community Bank (“FCCB”),
a Pennsylvania-chartered commercial bank. FCCB services customers from 44 locations in Pennsylvania, Delaware, New Jersey and New York. For more information about Citizens Financial Services, Inc. and FCCB, please visit www.firstcitizensbank.com.
Forward-looking Statements
This press release contains forward-looking statements, as that term is defined under the Securities Exchange Act of 1934, including
statements regarding purchases by the Company of its common stock. These statements are not historical facts; rather, they are statements based on the Company’s current
expectations regarding its business strategies and their intended results and its future performance. Forward-looking statements are preceded by terms such as “expects,” “believes,” “anticipates,” “intends” and similar expressions. Forward-looking
statements are not guarantees of future performance. Numerous risks and uncertainties could cause or contribute to the Company’s actual results, performance and achievements to be materially different from those expressed or implied by the
forward-looking statements. Factors that may cause or contribute to these differences include, without limitation, changes in general economic conditions, including changes in market interest rates and changes in monetary and fiscal policies of the
federal government; legislative and regulatory changes; and other factors disclosed periodically in the Company’s filings with the Securities and Exchange Commission. Because of the risks and uncertainties inherent in forward-looking statements,
readers are cautioned not to place undue reliance on them, whether included in this press release or made elsewhere periodically by the Company or on its behalf. The Company assumes no obligation to update any forward-looking statements except as
may be required by applicable law or regulation.