8-K/A

FIRST KEYSTONE CORP (FKYS)

8-K/A 2026-03-31 For: 2026-01-30
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Added on April 06, 2026

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest reported): January 30, 2026

​<br><br>​
FIRST KEYSTONE CORPORATION<br><br>(Exact name of registrant as specified in its Charter)

PENNSYLVANIA 000-21344 23-2249083
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.

111 West Front Street, Berwick, Pennsylvania 18603
(Address of principal executive offices) (Zip Code)

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):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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:

Title of each class Trading symbol Name of each exchange on which registered
Common Stock FKYS OTCID

EXPLANATORY NOTE

On January 30, 2026, First Keystone Corporation (the “Corporation”) filed a Current Report on Form 8-K (the “Original Form 8-K”) to report Corporation’s unaudited financial results at and for the quarter and year ended December 31, 2025. The Corporation is now filing this Amendment to the Original Form 8-K in order to amend the financial information furnished in Exhibit 99.1 to the Original Form 8-K to give effect to adjustments to the Corporation’s allowance for credit losses and related entries made subsequent to year-end.

ITEM 2.02.    RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On January 30, 2026, the Corporation filed the Original Form 8-K in which it furnished a copy of a press release announcing the Corporation’s unaudited financial results at and for the quarter and year ended December 31, 2025 (the “Original Press Release”). The Corporation is now filing this Amendment to furnish a revised press release (the “Revised Press Release”) to give effect to adjustments to the Corporation’s allowance for credit losses and related entries made subsequent to 2025 year-end.

The Original Press Release reported total interest income of $5,843,000, an increase of 8.2% from 2024 year-end. The Revised Press Release reports total interest income of $5,777,000, an increase of 8.1% from December 31, 2024.

The Original Press Release reported the provision for credit losses at an increase of $1,273,000 as compared to the year ended December 31, 2024 mainly due to a large charge-off that was completed during the fourth quarter of 2025. The Revised Press Release reports the provision for credit losses at an increase of $3,601,000 as compared to December 31, 2024 mainly due to two larger charge-offs and the movement to non-accrual of a significant commercial real estate loan completed during the fourth quarter of 2025.

The Original Press Release reported non-interest income at an increase of $627,000 or 9.4% from December 31, 2024. The Revised Press Release reports non-interest income at an increase of $626,000 or 9.3% from 2024 year-end.

The Original Press Release reported non-interest expense at a decrease of $16,678,000 or 32.8% from 2024. The Revised Press Release reports non-interest expense at a decrease of $16,670,000 or 33.0% from 2024 year-end.

The Original Press Release reported income tax expense increasing $645,000 during the year ended December 31, 2025. The Revised Press Release reports income tax expense increasing $252,000 during the year ended December 31, 2025.

The Original Press Release reported net income of $7,622,000 for the year ended December 31, 2025 or $1.22 per share, an increase of $20,825,000 from 2024 year-end. The Revised Press Release reports net income of $6,152,000 for the year ended December 31, 2025 or $0.99 per share, an increase of $19,355,000 from 2024 year-end.

The Original Press Release reported total assets of $1,532,439,000, an increase of $103,856,000 or 7.3% from December 31, 2024. The Revised Press Release reports total assets of $1,530,977,000, an increase of $102,394,000 or 7.2% from December 31, 2024.

The Original Press Release reported total stockholders’ equity as increasing $7,748,000 or 7.3% from December 31, 2024 mainly due to an improvement of $6,177,000 in accumulated other comprehensive loss as a result of market value improvement in the current interest rate environment and a $649,000 increase in retained earnings. The Revised Press Release reports total stockholders’ equity as increasing $6,278,000 or 5.9% from December 31, 2024 mainly due to an improvement of $6,177,000 in accumulated other comprehensive loss as a result of market value improvement in the current interest rate environment.

The Revised Press Release is attached as Exhibit 99.1 to this report and incorporated herein by reference. The information in Exhibit 99.1 shall not be deemed as “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933.

ITEM 9.01.    FINANCIAL STATEMENTS AND EXHIBITS

(a)    Not applicable

(b)    Not applicable

(c)    Not applicable

(d)    Exhibits

Exhibit No. Description
99.1 Press Release of First Keystone Corporation dated March 30, 2026.
104 Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document).

Signatures

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, there unto duly authorized.

FIRST KEYSTONE CORPORATION
(Registrant)
By: /s/ Jack W. Jones
Jack W. Jones
President and CEO

Date: March 30, 2026

Exhibit 99.1

FIRST KEYSTONE ANNOUNCES AMENDED

FOURTH QUARTER 2025 EARNINGS (UNAUDITED)

Berwick, Pennsylvania – March 30, 2026 - First Keystone Corporation (OTC: FKYS), parent company of First Keystone Community Bank, reported an increase in interest income by $5,777,000 or 8.1%, as compared to the year ended December 31, 2024. The increase was predominantly due to growth in commercial real estate loans. Total interest expense increased by $405,000 or 1.0% overall mainly due to an increase of $2,225,000 in interest expense related to deposits offset by a decrease of $1,820,000 in interest expense related to short- and long-term borrowings. Interest on short-term borrowings decreased by $1,731,000 as compared to December 31, 2024 mainly due to lower average balances of short-term borrowings throughout 2025 at $132,726,000 vs. $158,422,000 in 2024. The increased deposit interest for the year ended December 31, 2025 is mainly due to an increase of $3,152,000 in expense related to retail CDs and an increase of $1,226,000 in expense related to brokered CDs offset by a decrease of $2,153,000 in expense related to other retail deposits. Retail CD balances have increased $135,733,000 at December 31, 2025 vs. December 31, 2024, with migration of funds from other retail deposit products into CD products throughout 2025. Average brokered CD balances were $108,398,000 for the year ended December 31, 2025 vs. $77,357,000 for the year ended December 31, 2024. The net effect of derivative agreements increased net interest income by $583,000 for the year ended December 31, 2025 and $1,623,000 for the year ended December 31, 2024. The provision for credit losses increased by $3,061,000 as compared to the year ended December 31, 2024 mainly due to two larger charge-offs and the movement to non-accrual of a significant commercial real estate loan completed during the fourth quarter of 2025. The circumstances related to each respective loan were isolated and not indicative of any deterioration in the loan portfolio.

Non-interest income increased by $626,000 or 9.3% for the year ended December 31, 2025 as compared to the same period in 2024. Net securities gains/losses improved by $119,000 to a gain of $224,000 compared to a gain of $105,000 for the year ended December 31, 2024 as a result of changes in the mark-to-market adjustment on held equity securities. Other non-interest income increased $371,000 mainly due to $255,000 in gains from life insurance proceeds realized from a death benefit received during the first half of 2025, a $63,000 increase in gains on sales of mortgage loans, and a $33,000 increase in ATM and debit card fee income.

Non-interest expense decreased by $16,670,000 or 33.0% for the year ended December 31, 2025 as compared to the same period in 2024. The decrease from the same period in 2024 was mainly the result of a full, non-cash, goodwill valuation impairment charge of $19,133,000 completed during the first quarter of 2024 from impairment testing performed as a result of the decrease in the Corporation’s stock price as a triggering event. This decrease was offset by a $651,000 increase in salaries and employee benefits mainly driven by increased costs associated with healthcare, a $453,000 increase in data processing fees due to vendor relationship credits utilized in 2024 that were no longer available to utilize in 2025, $307,000 in other non-interest expense related to a fraud write off associated with a customer account in the first quarter of 2025, and a combined $386,000 increase in furniture, equipment and computers expense related to the replacement of the bank’s ATM fleet.

Income tax expense increased $252,000 during the year ended December 31, 2025, as compared to the same period in 2024 due to higher overall operating income.

Net income for the year ended December 31, 2025 was $6,152,000. Net income per share was $0.99 while dividends totaled $1.12 per share for the year ended December 31, 2025. Net income increased by $19,355,000 as compared to the same period in 2024. The increase was primarily due to the Corporation recognizing goodwill impairment of $19,133,000 in the first quarter of 2024.

Total Assets increased to $1,530,977,000 at December 31, 2025, an increase of $102,394,000 or 7.2% as compared to December 31, 2024. Securities and restricted stocks increased $4,121,000 as compared to December 31, 2024. Deposits increased by $91,557,000 or 8.8% at December 31, 2025 as compared to December 31, 2024. Retail CDs increased by $135,733,000 and other retail deposits decreased by $44,554,000, as the Corporation has experienced a shift from transactional deposits to term deposits. Stockholders’ equity increased $6,278,000 or 5.9% mainly due to an improvement of $6,177,000 in accumulated other comprehensive loss as a result of market value improvement in the current interest rate environment.

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; 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 Jack W. Jones at 570-752-3671.