8-K

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 reported): May

30, 2024

Registrant's telephone number, including area code: (570) 752-3671

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. ¨

Securities registered pursuant to Section 12(b) of the Act:

On May 30, 2024, First Keystone Corporation (the “Corporation”), parent company of First Keystone Community Bank, issued a press release announcing a non-cash goodwill impairment as of March 31, 2024. A copy of this press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

On May 30, 2024, First Keystone Corporation (the “Corporation”), parent company of First Keystone Community Bank, issued a press release reporting the declaration of their second quarter dividend. A copy of this press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

(a)    Not applicable

(b)    Not applicable

(c)    Not applicable

(d)    Exhibits

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned, there unto duly authorized.

Exhibit 99.1

FIRST KEYSTONE CORPORATION ANNOUNCES FIRST QUARTER GOODWILL IMPAIRMENT AND

SECOND QUARTER DIVIDEND

Berwick, Pennsylvania – May 30, 2024 - First Keystone Corporation (the “Corporation”) (OTC PINK: FKYS), parent company of First Keystone Community Bank, announces a non-cash goodwill impairment as of March 31, 2024 and declared a $0.28 per share quarterly cash dividend to shareholders of record as of June 13, 2024, payable June 28, 2024.

The Corporation is required to do periodic testing of goodwill impairment at certain times and if certain events occur or circumstances change which are considered to be triggering events that would more likely than not reduce the fair value of its goodwill below the carrying value of the reporting unit, First Keystone Community Bank. The Corporation performed a quantitative impairment test as of March 31, 2024, due primarily to the decrease in the Corporation’s stock price during the first quarter of 2024 as a triggering event, and based on the results of the test, the Board of Directors determined on May 29, 2024, that the Corporation will record a first quarter non-cash goodwill impairment charge of approximately $19,133,000. The goodwill is related to the acquisition of the Pocono Community Bank in November 2007 and of certain fixed and operating assets acquired and deposit liabilities assumed of the branch of another financial institution in Danville, Pennsylvania, in January 2004. The goodwill impairment has no impact on regulatory capital ratios, liquidity and the Corporation's cash balances.

The Corporation filed its Form 10-K on March 29, 2024, and intends to file the Q1 2024 Form 10-Q as promptly as possible.

Cash dividends amounted to $0.28 per share for the second quarter of 2024, the same amount paid in the second quarter of 2023.

Management considers subsequent events occurring after the balance sheet date for matters which may require adjustment to, or disclosure in, the consolidated financial statements. The review period for subsequent events extends up to and including the filing date of a public company’s consolidated financial statements when filed with the Securities and Exchange Commission (“SEC”). Accordingly, the financial information in this announcement is subject to change.

First Keystone Community Bank provides innovative business and personal banking products that focus on “Yesterday’s Traditions. Tomorrow’s Vision.” The Bank currently operates offices in Columbia (5), Luzerne (8), Montour (1), Monroe (4), and Northampton (1) counties.

Inquiries regarding the purchase of the Corporation’s stock may be made through the following brokers: RBC Dain Rauscher, 800-223-4207; Janney Montgomery Scott, Inc., 800-526-6397; Boenning & Scattergood, Inc., 800-883-1212; and Stifel Nicolaus & Co. Inc., 800-679-5446.

Note: This press release may contain forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Actual results and trends could differ materially from those set forth in such statements due to various factors. These factors include operating, legal and regulatory risks, changing economic and competitive conditions and other risks and uncertainties.

For more information on First Keystone Community Bank or its parent company, First Keystone Corporation, please contact Elaine A. Woodland at 570-752-3671.