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: November 6, 2025
(Date of earliest event reported)
PEOPLES FINANCIAL SERVICES CORP.
(Exact name of registrant as specified in its Charter)
| PA | 001-36388 | 23-2391852 | ||
| (State or other jurisdiction | (Commission file number) | (IRS Employer | ||
| of incorporation) | Identification No.) |
30 E D Preate Drive, Moosic, PA 18507
(Address of Principal Executive Offices) (Zip Code)
(570) 346-7741
(Registrant’s telephone number, including area code)
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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common Stock, $2.00 par value | PFIS | The Nasdaq Stock Market LLC |
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 7.01 | Regulation FD Disclosure. |
The management of Peoples Financial Services Corp. (the “Company”) anticipates meetings with investors during 2025. A copy of presentation materials will be made available on the investor relations section of the Company’s website (https://ir.psbt.com/investor-resources/presentations/default.aspx) and is furnished as exhibit 99.1 to this report. All information included in this presentation is presented as of the dates indicated, and the Company does not assume any obligation to correct or update such information in the future. The Company disclaims any inferences regarding the materiality of such information which otherwise may arise as a result of it furnishing such information under Item 7.01 of this Form 8-K.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
The following exhibits are filed with this form 8-K:
| Exhibit No. | Description | |
| 99.1 | Q3 2025 Investor Presentation | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
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.
| PEOPLES FINANCIAL SERVICES CORP. | ||
| By: | /s/ James M. Bone, Jr., CPA | |
| James M. Bone, Jr., CPA | ||
| Executive Vice President and Chief Financial Officer | ||
| Principal Financial Officer | ||
Dated: November 6, 2025
Exhibit 99.1
| Peoples Financial Services Corp. Q3 2025 Investor Presentation November 2025 |
| This presentation (this “Presentation”) has been prepared solely for general informational purposes by Peoples Financial Services Corp. (the “Company,” the “holding company,” “we” or “our”), a bank holding company registered under the Bank Holding Company Act of 1956, as amended, and 100% owner of Peoples Security Bank and Trust Company (the "Bank"), a Pennsylvania state-chartered bank. No representation or warranty as to the accuracy, completeness, or fairness of such information is being made by the Company or any other person, and neither the Company, any of its affiliates nor any other person shall have any liability for any information contained herein, or for any omissions from this Presentation or any other written or oral information or communications transmitted or made available to the recipient by the Company or its affiliates or any other person in the course of the recipient’s evaluation of the Company. This Presentation may contain statistics and other data that in some cases has been obtained or compiled from information made available by third-party service providers. The Company makes no representation or warranty, express or implied, with respect to the accuracy, reasonableness or completeness of such information. Certain of the information contained herein may be derived from information provided by industry sources. The Company believes that such information is accurate and that the sources from which it has been obtained are reliable. The Company cannot guarantee the accuracy of such information, however, and has not independently verified such information. The Company is not making any implied or express representation or warranty as to the accuracy or completeness of such information or of the information summarized herein. The Company expressly disclaims any and all liability which may be based on such information, errors therein or omissions therefrom. In addition to financial measures presented in accordance with U.S. generally accepted accounting principles (“GAAP”), this Presentation contains certain non-GAAP financial measures, including, without limitation, tangible common equity (“TCE”), tangible assets (“TA”), tangible book value per share (“TBVPS”), and return on average tangible common equity (“ROATCE”). These non-GAAP financial measures are not intended to be considered in isolation and should be considered only as supplemental to, and not as a substitute for or superior to, financial measures prepared in accordance with GAAP. Forward-Looking Statements This presentation contains forward-looking statements within the meaning of Section 27A of the Securities Act, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are subject to risks and uncertainties. These statements are based on assumptions and may describe future plans, strategies and expectations of Peoples Financial Services Corp. and its subsidiaries that are subject to significant risks and uncertainties, and are subject to change based on various factors (some of which are beyond our control). These forward-looking statements are generally identified by use of the words “believe,” “expect,” “intend,” “anticipate,” “estimate,” “project” or similar expressions. All statements in this report, other than statements of historical facts, are forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Important factors that could cause our actual results to differ materially from those in the forward-looking statements include, but are not limited to: macroeconomic trends, including interest rates and inflation and their effect on our investment values; the effects of any recession in the United States; political instability and the consequences thereof, such as the recent shutdown of the U.S. federal government; the impact on financial markets from geopolitical conflict, including from wars, military conflict or trade policies, including tariffs, or retaliatory tariffs, tariff counter-measures, or the threat of such actions; impairment charges relating to our investment portfolio; credit risks in connection with our lending activities; the economic health of our market area; our exposure to commercial and industrial, construction, commercial real estate, and equipment finance loans; our ability to maintain an adequate allowance for credit losses; access to liquidity; the strength of our customer deposit levels; unrealized losses; reliance on our subsidiaries; accounting procedures, policies and requirements; changes in the value of goodwill; future pension plan costs; our ability to retain key personnel; the strength of our disclosure controls and procedures; environmental liabilities; reliance on third-party vendors and service providers; competition from non-bank entities; the development and us of AI in business processes, services, and products; our ability to prevent, detect and respond to cybersecurity threats and incidents; a failure of information technology, whether due to a breach, cybersecurity incident, or ability to keep pace with growth and developments; our ability to comply with privacy and data protection requirements; changes in U.S. or regional economic conditions; our ability to compete effectively in our industry; the soundness of other financial institutions; adverse changes (or the threat of such changes) in laws and regulations; fiscal and monetary policies of the federal government and its agencies; a failure to meet minimum capital requirements; our ability to realize the anticipated benefits of the FNCB merger; future acquisitions or a change in control. Additional factors that may affect our results are discussed in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2024, and in reports we file with the Securities and Exchange Commission from time to time. These risks and uncertainties should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. Except as required by applicable law or regulation, we do not undertake, and specifically disclaim any obligation, to release publicly the result of any revisions that may be made to any forward-looking statements to reflect events or circumstances after the date of the statements or to reflect the occurrence of anticipated or unanticipated events. Disclaimer 2 |
| Q3 2025 Results Note: Consolidated (GAAP) financial data as September 30, 2025 (1) ROATCE, net interest margin (FTE), efficiency ratio, TCE / TA, and TBVPS are non-GAAP financial measures; please see pages 24 and 25 for a reconciliation (2) Cash + Federal Funds Sold + AFS Securities - Equity Securities held at fair value 3 Operating Results • Net income of $15.2 million, or $1.51 per diluted share for the three months ended September 30, 2025 • ROAA of 1.19%, ROATCE (1) of 15.2%, net interest margin (FTE) (1) of 3.54%, and efficiency ratio (1) of 56.5% • The Company completed its merger with FNCB on July 1, 2024, providing increased scale, diversified earnings, and improved liquidity position • Q3 2025 results reflect transition into a new headquarters and recognition of a loss on pending sales of administrative properties Deposits • Total deposits of $4.3 billion • Total cost of deposits of 1.88% for Q3 2025 • Non-maturity deposits of $3.6 billion, or 84.4% of total deposits • Noninterest bearing deposits of $912.0 million, or 21.3% of total deposits Loans • Loans of $4.0 billion • Loans to total assets of 77.8% • Q3 2025 loan yields (FTE) of 5.98% • Loan / deposit ratio of 93.6% Asset Quality • Nonperforming assets to total assets of 0.33% • Nonperforming loans to total loans of 0.38% • Net charge-offs of $1.1 million in the first nine months; annualized percentage of 0.02% • ACL of $39.8 million, or 0.99% of net loans Capital & Liquidity • Tangible common equity to tangible assets increased 25 bps QoQ to 7.99% (1) • Tangible book value per share increased $1.68 QoQ to $40.43 (1) • Total available liquidity of $3.0 billion at September 30, 2025, including ample cash and securities position of $702 million (2) |
| 5 Branch Footprint and Deposit Market Share Top 10 Pennsylvania Community Banks # Company Assets ($B) 1 S&T Bancorp, Inc. $9.81 2 Univest Financial Corporation $8.54 3 CNB Financial Corporation $8.23 4 Mid Penn Bancorp, Inc. $6.25 5 Semperverde Holding Co $5.82 6 Orrstown Financial Services, Inc. $5.47 7 Peoples Financial Services Corp. $5.15 8 Citizens Financial Services, Inc. $3.05 9 Penn Community Mutual Holdings Inc $3.00 10 NexTier Incorporated $2.93 Branch Footprint #2 in Scranton MSA Deposit Market Share and #7 Largest Pennsylvania Community Bank(1) ScrantonꟷWilkes-Barre, PA MSA Deposit Market Share Top 10 Pennsylvania Community Banks # Company Deposits ($B) Market Share (%) 1 The PNC Finl Svcs Grp $3.46 21.1 2 Peoples Financial Services Corp. $2.53 15.5 3 Fidelity D & D Bancorp Inc. $1.89 11.5 4 M&T Bank Corp. $1.50 9.2 5 Cmnty Finl System Inc $1.31 8.0 6 Wells Fargo & Co. $1.13 6.9 7 F.N.B. Corp. $0.72 4.4 8 NBT Bancorp Inc. $0.71 4.3 9 Citizens Financial Group Inc. $0.63 3.9 10 Northwest Bancshares, Inc. $0.58 3.6 New Branch Location Note: Bank-level financial data as of September 30, 2025; branch-level deposit data as of June 30, 2025 (1) Banks with total assets less than $10.0B, total assets shown at bank-level |
| 6 • Population of ~575k people; the Scranton—Wilkes-Barre, PA MSA includes 23 PFIS branches • ~16% market share; accounts for ~59% of PFIS’s deposit franchise • Main businesses include manufacturing, distribution, and back-office centers (1) • Ideal location in Boston-Washington metro corridor (1) Principal Markets Overview • Population of ~38k people; Susquehanna County includes 4 PFIS branches • ~54% market share; accounts for ~18.4% of PFIS’s deposit franchise • The largest employers are education, healthcare, government, oil & gas, and recreation (2) • Population of ~893k people; the Allentown-Bethlehem-Easton, PA-NJ MSA includes 3 PFIS branches • ~2.0% market share; accounts for ~10.5% of PFIS’s deposit franchise • Top industries include healthcare, warehousing, manufacturing, and education (2,3) • The Lehigh Valley ranked as one of the U.S. hotspots for business attraction and expansion in 2024, placing third in the country for regions its size (3) Scranton – Wilkes-Barre, PA (MSA) Susquehanna, PA (County) Allentown-Bethlehem-Easton, PA-NJ (MSA) Principal Market Employers Source: S&P Capital IQ Pro unless otherwise indicated; branch-level deposit data as of June 30, 2025 (1) ScrantonPlan.com // (2) PA.gov // (3) LehighValley.org |
| Experienced Management Team Note: Years at Bank includes time spent at companies acquired by PFIS 7 Gerard A. Champi – Chief Executive Officer Years in Banking: 42 | Years at Bank: 34 Gerard A. Champi, was appointed Chief Executive Officer the Company and the Bank effective January 1, 2025, age 64. Mr. Champi had been with FNCB Bank since 1991 and served in various leadership roles in the Retail, Commercial Sales, and Executive Divisions. Thomas P. Tulaney – President Years in Banking: 41 | Years at Bank: 14 Thomas P. Tulaney was appointed to President of the Company and the Bank effective January 1, 2025, age 65. In December 2018, he assumed oversight of the Bank’s Wealth Management Division. He joined Penn Security Bank and Trust Company in April 2011 as Executive Vice President and Deputy Chief Lending Officer. James M. Bone, Jr., CPA – EVP & Chief Financial Officer Years in Banking: 39 | Years at Bank: 39 James M. Bone, Jr., CPA, EVP and CFO, of the Company and the Bank, age 63. Mr. Bone was appointed to his current position as of March 31, 2025. Prior to his appointment, Mr. Bone served as EVP and Chief Operations Officer of the Company and the Bank, a position he held since the consummation of the FNCB merger on July 1, 2024. From September 2012 until the merger, he served as EVP and Chief Financial Officer/Treasurer of FNCB Bancorp., Inc. and its banking subsidiary, FNCB Bank. John R. Anderson III – EVP & Chief Operating Officer Years in Banking: 35 | Years at Bank: 35 John R. Anderson III, EVP and COO, of the Company and the Bank, age 58. Mr. Anderson was appointed to his current position as of March 31, 2025. Prior to his appointment, Mr. Anderson served as EVP and CFO from March 2018, after serving as the SVP and Interim Principal Financial and Accounting Officer since April 2016. Prior to that he was VP/Planning and Statistical Analyst, of Penn Security Bank and Trust Company since May 2011. Timothy H. Kirtley – EVP and Chief Risk Officer Years in Banking: 33 | Years at Bank: 9 Timothy H. Kirtley, Executive Vice President, Chief Risk Officer of the Company and the Bank, and Corporate Secretary, age 55. Mr. Kirtley was appointed to his current position in April 2020, and served as Executive Vice President and Chief Credit Officer from July 2016 until April 2020. |
| Experienced Management Team Note: Years at Bank includes time spent at companies acquired by PFIS 8 Jeffrey A. Drobins – EVP & Chief Lending Officer Years in Banking: 18 | Years at Bank: 11 Jeffrey A. Drobins, Executive Vice President and Chief Lending Officer of the Company and the Bank, age 40. Mr. Drobins was appointed to his current position in October 2022, after serving as the Senior Vice President and Lehigh Valley Market President since April 2016. Prior to that he was Vice President and Commercial Relationship Manager since September 2014. Susan L. Hubble – EVP and Chief Information Officer Years in Banking: 25 | Years at Bank: 25 Susan L. Hubble, Executive Vice President, Chief Information Officer of the Company and the Bank, age 69. Ms. Hubble was appointed to her current position in December 2019. Prior to that, she was Senior Vice President, Senior Information Technology Officer, since April 2019. Prior to that, she was Vice President, Information Technology Officer since July 2014. Mary G. Cummings, Esquire – EVP and General Counsel Years in Banking: 13 | Years at Bank: 13 Mary Griffin Cummings, Esquire, was appointed to Executive Vice President and General Counsel of the Company and the Bank effective July 1, 2024, age 62. From April 2018 until the FNCB merger, Ms. Cummings served as EVP and General Counsel of FNCB Bancorp, Inc. and FNCB Bank. Neal D. Koplin – Senior EVP and Chief Banking Officer Years in Banking: 43 | Years at Bank: 11 Neal D. Koplin, Senior Executive Vice President and Chief Banking Officer of the Company and the Bank, age 64. Mr. Koplin was appointed to his current position in December 2019. Prior to that, he was Executive Vice President and Lehigh Valley Division Head since August 2014. Stephanie A. Westington, CPA – SVP and Chief Accounting Officer Years in Banking: 35 | Years at Bank: 13 Stephanie A. Westington, CPA, SVP and Chief Accounting Officer of the Company and the Bank, age 60. Ms. Westington was appointed to her current position in April 2025. Ms. Westington previously served as SVP and Chief Profitability Officer of the Company and the Bank, a position she held since the consummation of the FNCB merger on July 1, 2024. From April 2022 until the merger, she served as SVP and Chief Accounting Officer of FNCB Bancorp, Inc. and its subsidiary, FNCB Bank. Prior to that, she was SVP and Controller since July 2012. Amy E. Vieney – SVP and Chief Human Resource Officer Years in Banking: 3 | Years at Bank: 3 Amy E. Vieney, Senior Vice President and Chief Human Resource Officer of the Company and the Bank, age 50. Ms. Vieney joined Peoples in her current position in June 2022. From December 2017 through June 2022, she served as Senior Director, Human Resources at St. Luke’s University Health Network, headquartered in Bethlehem, Pennsylvania. |
| Strong Balance Sheet Growth Note: Consolidated (GAAP) financial data as of September 30, 2025 9 $2,963 $3,047 $3,279 $4,408 $4,290 – $1,000 $2,000 $3,000 $4,000 $5,000 $6,000 2021 2022 2023 2024 2025Q3 $2,301 $2,703 $2,828 $3,952 $3,977 – $1,000 $2,000 $3,000 $4,000 $5,000 $6,000 2021 2022 2023 2024 2025Q3 $340 $315 $340 $469 $509 – $100 $200 $300 $400 $500 $600 2021 2022 2023 2024 2025Q3 $3,369 $3,554 $3,742 $5,092 $5,160 – $1,000 $2,000 $3,000 $4,000 $5,000 $6,000 2021 2022 2023 2024 2025Q3 ($ in millions) ($ in millions) ($ in millions) ($ in millions) Total Assets Total Net Loans Total Deposits Total Equity |
| RMBS, 39.7% Treasury Secs, 21.5% State & Political Subdiv Secs, 26.0% Other Securities, 4.0% CMBS, 4.1% Structured Financial Products, 3.2% ABS, 1.2% Govt & Agency Secs, 0.3% Investment Portfolio Composition & Performance Note: Bank-level financial data as of September 30, 2025 (1) Each category percentage is the fair value of the securities divided by the fair value of all securities // (2) ~$534.5mm of fair value available-for-sale securities and ~$73.3mm of carrying value held-to-maturity securities // (3) Bloomberg as of September 30, 2025 15 • As of September 30, 2025, the Bank has ~$607.8 million of debt securities(2) • This represents 11.8% of total assets • The securities portfolio primarily consists of U.S. government agency & sponsored agency securities, and state & political subdivision securities • Other securities portfolio information: • Weighted Average Life: 4.88 years (3) • Yield on Debt & Equity Securities: 3.08% • Market Value / Book Value: 93.2% Asset Class Breakdown(1) Commentary |
| C&I - Other, 14% C&I - Equipment Financing, 12% CRE (incl. Multifamily), 54% 1-4 Family Residential, 16% Consumer, 5% Asset Quality Summary Note: Consolidated (GAAP) financial data as of September 30, 2025 16 • Nonperforming loans to total loans: • 0.38% at September 30, 2025 as compared to 0.44% at June 30, 2025 • Allowance for credit losses on loans to nonperforming loans: • 260.9% at September 30, 2025 as compared to as of 234.2% at June 30, 2025 • Allowance for credit losses on loans: • $39.8 million, or 0.99% of total loans, as of September 30, 2025, as compared to $40.9 million, or 1.02% of total loans, at June 30, 2025 ($ in thousands) Nonaccrual Loans with No Related Allowance Nonaccrual Loans with Related Allowance Total Nonaccrual Loans C&I - Other $885 $1,070 $1,955 C&I - Equipment Financing $302 $1,409 $1,711 CRE (incl. Multifamily) $6,492 $1,222 $7,714 1-4 Family Residential $2,300 – $2,300 Consumer $706 – $706 TOTAL $10,685 $3,701 $14,386 ($ in thousands) Q3 2025 Q2 2025 Total nonperforming loans $15,272 $17,462 Nonperforming loans to total loans 0.38% 0.44% Total nonperforming assets $16,813 $17,462 Nonperforming assets to total assets 0.33% 0.34% Net charge-offs (net of recoveries) $209 ($75) Net charge-offs to avg. loans (annualized) 0.02% 0.00% YTD net charge-offs (net of recoveries) $1,056 $847 YTD net charge-offs to avg. loans (annualized) 0.04% 0.04% Summary Metrics Nonperforming Loans by Type |
| Historical Consolidated Balance Sheet Note: Consolidated (GAAP) financial data as of September 30, 2025 22 Year-Ended December 31, Quarter-Ended ($ in thousands) 2019 2020 2021 2022 2023 2024 At Sept. 30, 2025 Assets Cash and Cash Equivalents $31,153 $228,192 $279,933 $37,868 $187,365 $135,851 $179,923 Available for Sale Securities 330,478 295,911 517,321 477,703 398,927 526,329 534,521 Held to Maturity Securities 7,656 7,225 71,213 91,179 84,851 78,184 73,286 Other Securities 10,624 5,535 4,185 9,740 5,278 12,650 2,473 Total Cash & Securities 379,911 536,863 872,652 616,490 676,421 753,014 790,203 Loans, net 1,915,563 2,150,638 2,300,790 2,702,644 2,828,002 3,951,729 3,976,524 Allowance for credit losses 22,677 27,344 28,383 27,472 21,895 41,776 39,843 Loans Held for Sale 986 837 408 – 250 – 816 Total Net Loans 1,916,549 2,151,475 2,301,198 2,702,644 2,828,252 3,951,729 3,977,340 Real Estate Owned and Held for Investment 7,351 7,196 6,509 5,567 5,015 18,651 18,488 Goodwill 63,370 63,370 63,370 63,370 63,370 75,986 75,986 Intangible Assets 1,565 960 468 105 – 34,197 29,239 Total Intangible Assets 64,935 64,330 63,838 63,475 63,370 110,183 105,225 Total Servicing Rights 738 838 882 914 870 1,304 397 Total Other Assets 105,843 123,100 124,404 164,425 168,361 256,776 267,983 Total Assets $2,475,327 $2,883,802 $3,369,483 $3,553,515 $3,742,289 $5,091,657 $5,159,636 Liabilities Total Deposits $1,971,489 $2,437,113 $2,963,397 $3,046,598 $3,279,037 $4,407,552 $4,289,731 Short-Term Borrowings 152,150 50,000 – 114,930 17,590 15,900 76,310 Long-Term Borrowings 32,733 14,769 2,711 555 25,000 98,637 137,029 Junior Subordinated Debt – – – – – 8,039 8,114 Subordinated Debt – 33,000 33,000 33,000 33,000 33,000 83,111 Total Other Liabilities 19,945 32,043 30,249 43,082 47,240 59,579 56,081 Total Liabilities $2,176,317 $2,566,925 $3,029,357 $3,238,165 $3,401,867 $4,622,707 $4,650,376 Equity Common Equity $299,010 $316,877 $340,126 $315,350 $340,422 $468,950 $509,260 Total Equity $299,010 $316,877 $340,126 $315,350 $340,422 $468,950 $509,260 Tot Acc Other Comprehensive Inc (3,205) 2,149 (5,514) (56,336) (44,351) (40,695) (29,176) Total Liabilities and Equity $2,475,327 $2,883,802 $3,369,483 $3,553,515 $3,742,289 $5,091,657 $5,159,636 |
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