What the changes say
- Credit exposure remains central: $4.1 billion of loans includes $3.2 billion in business lending and a $39.0 million ACL.
- Funding and rate sensitivity remain material, with $4.4 billion of deposits and floating-rate subordinated debentures.
- Loan yields may decline as floating-rate loans reprice downward and repayments are replaced at current market rates.
- The company is actively repositioning securities, selling $31.9 million of mortgage-backed securities to fund municipal securities and commercial loans.
What changed since the prior 10-K
New
- New
Total assets, loans and deposits were $5.3 billion, $4.1 billion and $4.4 billion, respectively, at December 31, 2025
The $5.3 billion balance sheet is concentrated in $4.1 billion of loans and $4.4 billion of deposits, creating broad credit and funding exposure.
- New
(1) Information for municipal loans is included with amounts provided for commercial and industrial loans
The ACL fell to $39.0 million, while commercial real estate concentration, equipment financing seasoning, risk migration, delinquencies, and charge-offs affect credit-loss estimates.
- New
At December 31, 2025, subordinated debentures were $83.2 million, net of unamortized debt issuance costs of $1.8 million, and $33.0 million, net of no debt issuance costs, at December 31, 2024
The company has $83.2 million of subordinated debentures with quarterly floating-rate resets, unsecured and junior to other obligations.
- New
Partially offsetting these increases was a decrease of $16.0 million in merger related expenses to $0.2 million for the year ended December 31, 2025, from $16.2 million for the year ended December 31, 2024
Higher professional services, taxes, donations, advertising, and other expenses increased costs, while income taxes rose to $13.0 million.
- New
Overall, total loans increased $1.1 billion in 2024 to $4.0 billion at December 31, 2024 due primarily to the $1.2 billion in loans acquired in the FNCB merger
Loans are the main earning asset, but portfolio yields could decline as floating and adjustable-rate loans reprice downward.
- New
Our deposit base is the primary source of funds to support our operations. We offer a variety of deposit products to meet the needs of our individual, commercial and municipal customers
Deposits fund operations, including $256.4 million of brokered deposits, exposing funding costs and liquidity to deposit mix and pricing changes.
- New
averaged $4.0 million in 2024 and resulted in an increase in interest expense of $0.4 million in 2024, compared to none in 2023
Higher rates paid on interest-bearing liabilities, including a 48-basis-point increase on non-maturity deposits, pressure net interest income.
- New
How We Addressed the Matter in Our Audit
Qualitative adjustments in the allowance for credit losses depend on management judgments, source data, controls, and sensitivity to assumptions.
- New
On January 30, 2026 , the board of directors declared a dividend of $ 0.6250 per share for the first quarter of 2026. The dividend is payable March 13, 2026 to shareholders of record as of February 27, 2026
The company sold $31.9 million of mortgage-backed securities and plans to redeploy proceeds into municipal securities and commercial loan growth.
- New
fair values for impairment quarterly, or more frequently should events or circumstances indicate that their respective carrying values may not be recoverable
Bank-owned life insurance supports employee benefits, while pension, 401(k), SERP, and retiree benefit obligations remain part of the company’s commitments.
- New
Costs related to the acquisition totaled $ 0.2 million, $ 16.2 million and $ 1.8 million for the years ended December 31, 2025, 2024, and 2023, respectively. These amounts were expensed as incurred and are recorded as acquisition-related expenses in the consolidated statements of income and comprehensive income
The investment portfolio includes $512.6 million of available-for-sale and $72.0 million of held-to-maturity securities, exposed to valuation changes.
- New
One loan, in the amount of $ 242 thousand, is currently in default
One $242,000 loan is in default, highlighting potential loss exposure within the portfolio and the need for adequate credit-loss reserves.
- New
Deposits from directors, executive officers and their related parties held by the Bank at December 31, 2025, and December 31, 2024, were $ 161.5 million and $ 132.0 million, respectively
- New
repair services and dealer reserve payments. The Bank recorded payments to related parties for goods and services of $ 177 thousand, $ 117 thousand and $ 8 thousand for the years ending December 31, 2025, 2024 and 2023, respectively
- New
Depreciation and amortization expense of premises and equipment amounted to $ 3.3 million in 2025, $ 3.3 million in 2024 and $ 2.8 million in 2023
- New
On July 1, 2024, as a result of the FNCB merger, the Company assumed those outstanding and unvested restricted stock
- New
The Company operates exclusively in the United State and had no foreign income, foreign income tax expense, or foreign income taxes paid for the years ended December 31, 2025, 2024 and 2023
- New
(2) Low income housing tax credits are presented net of the related proportional amortization
- New
There were no changes in our internal control over financial reporting that occurred during the fiscal quarter ended December 31, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting
- New
Item 9B. Other Informatio n
Dropped
- Dropped
classified as held to maturity, and $2.4 million in equity securities. Total deposits consisted of $935.5 million in noninterest-bearing deposits and $3.5 billion in interest-bearing deposits at December 31, 2024
- Dropped
The average life of the investment portfolio decreased to 5.6 years at December 31, 2024 from 6.1 years at year end 2023, while the effective duration of the investment portfolio increased to 4.8 years at December 31, 2024 from 4.4 years at December 31, 2023
- Dropped
Total individually evaluated
- Dropped
On June 1, 2020, the Company sold $33.0 million aggregate principal amount of Subordinated Notes due 2030 (the “2020 Notes”) to accredited investors. The 2020 Notes are treated as Tier 2 capital for regulatory capital purposes
- Dropped
Holders of the 2020 Notes may not accelerate the maturity of the 2020 Notes, except upon the bankruptcy, insolvency, liquidation, receivership or similar proceeding by or against the Company
- Dropped
We will continue to monitor our IRR position in 2025 and anticipate employing deposit and loan pricing strategies and directing the reinvestment of loan and investment payments and prepayments in order to maintain our target IRR position
- Dropped
Twelve Months Ended December 31
2024 balance-sheet amounts, equity changes, and dividends exceeding net income.
- Dropped
While the FOMC has decelerated rate reductions in its efforts to curb inflationary pressures, we and our competitors focus on building on-balance sheet liquidity while alternative funding sources become more expensive
Investment portfolio life and duration changes, plus prior impairment history.
- Dropped
Total assets, loans and deposits were $3.7 billion, $2.8 billion and $3.3 billion, respectively, at December 31, 2023. Total assets, loans and deposits grew 5.3 percent, 4.4 percent and 7.6 percent, respectively, compared to 2022 year-end balances
- Dropped
Total loan growth was primarily attributable to increases in our commercial real estate portfolio which grew $153.3 million in 2023 due to continued success of our strategy to expand in larger markets with strong growth potential, and strong organic growth in our legacy markets
- Dropped
Residential real estate loans increased $30.1 million, or 9.1 percent during 2023 due to increased home equity loan activity, the aforementioned reclassification from consumer loans and a higher percentage of loans not eligible to be sold into the secondary market, including jumbo loans
- Dropped
Total time deposits increased $334.8 million to $626.7 million at December 31, 2023 from $291.9 million at December 31, 2022. The increase was due to the addition of callable brokered CDs during 2023 to improve on-balance sheet liquidity
2024 pooled ACL composition and the $19.9 million increase from 2023.
- Dropped
Volatile deposits, time deposits $100 thousand or more, averaged $200.7 million in 2023, an increase of $37.7 million or
- Dropped
portfolio increasing 10 basis points to 1.77 percent in 2023 from 1.67 percent in 2022, interest income increased $0.6 million. The tax-equivalent yield on the loan portfolio increased 77 basis points to 4.81 percent in 2023 from 4.04 percent in 2022 and resulted in an increase to interest income of $20.5 million
Terms of the $33.0 million 2020 subordinated Notes, including fixed and floating rates.
- Dropped
Acquisition related expenses totaled $1.8 million in 2023. There were no comparable expenses in 2022 and 2021
Restrictions on accelerating the 2020 Notes and terms of assumed FNCB debentures.
- Dropped
o Management’s review of the relevance and reliability of data used in determination of the qualitative factors
Plans to manage interest-rate risk through pricing, reinvestment, and asset-liability management.
- Dropped
o Evaluation of the relevance and reliability of data used in the valuation of merger date fair value of certain acquired loans
- Dropped
The Company has evaluated events and transactions occurring subsequent to December 31, 2024, the balance sheet date, for items that should potentially be recognized or disclosed in these consolidated financial statements. The evaluation was conducted through the date these consolidated financial statements were issued
Non-GAAP efficiency-ratio reconciliation and adjustments for acquisition-related expenses.
- Dropped
On February 28, 2025, the Company executed a lease for a new corporate headquarters in Moosic, PA. The lease has a fifteen year term expiring March 31, 2040 with two five year renewal options
- Dropped
using the effective yield method if the nonaccrual loan is returned to performing status. A nonaccrual loan is returned to performing status when the loan is current as to principal and interest and has performed according to the contractual terms for a minimum of six months
Liquidity-building efforts and analysis of rate and volume effects on net interest income.
- Dropped
Effective January 1, 2023, the Company adopted the provisions of ASC 326 and modified its accounting policy for the ACL on loans
- Dropped
ASU 2024-02 “Codification Improvements” (“ASU 2024-02”) amends the Codification to remove references to various
- Dropped
As a result of the integration of operations of FNCB, it is not practicable to determine revenue or net income included in the Company’s consolidated operating results relating to FNCB since the Acquisition Date, as FNCB’s results cannot be separately identified
- Dropped
Measurement period adjustments
2023 balance-sheet scale, loan composition, and investment securities balances.
- Dropped
The estimated fair value of short-term borrowings was determined to approximate the stated value. Subordinated debentures were valued using a discounted cash flow approach incorporating a discount rate that incorporated similar terms, maturity and credit rating
Commercial real estate growth strategy and declines in consumer lending.
- Dropped
Securities Held to Maturity
Residential real estate growth, home-equity activity, jumbo loans, and secondary-market eligibility.
- Dropped
The amount of residential loans in the formal process of foreclosure totaled $0.2 million at December 31, 2024 and $0.3 million at December 31, 2023
Growth in time deposits and callable brokered CDs used to improve on-balance-sheet liquidity.
- Dropped
There were no modifications of accruing loans in 2024 or 2023
- Dropped
There were no loans made to borrowers experiencing financial difficulty that were modified during the twelve months ended December 31, 2023
- Dropped
The aggregate principal amount of the Company’s Subordinated Notes due 2030 held by directors, executive officers and their related parties was $3.0 million at December 31, 2024, and $0 at December 31, 2023
- Dropped
Total core deposit intangible
- Dropped
In 2024, the Company assumed short-term borrowings in the aggregate of $139.7 million as a result of the merger with FNCB which included $25.0 million in Bank Term Funding Program advances and FHLB overnight borrowings
- Dropped
On June 1, 2020, the Company sold $33.0 million aggregate principal amount of Subordinated Notes due 2030 (the “2020 Notes”) to accredited investors. The 2020 Notes qualify as Tier 2 capital for regulatory capital purposes
- Dropped
awards that had been granted under the FNCB 2023 Equity Incentive Plan after September 27, 2023, the date of the Merger Agreement. These awards will be expensed over the remaining life of 57 months
- Dropped
The Company sponsors a separate ESOP and Retirement Profit Sharing 401(k) Plan. The Company also maintains SERPs and an employees’ pension plan, which is currently frozen
- Dropped
The increase in the SERP was due to the Company’s assumption of FNCB’s $2.0 million SERP liability in the merger July 1, 2024. Additional expense associated with the plan totaled $0.1 million for the year ended December 31, 2024
- Dropped
Changes in Internal Control Over Financial Reporting
- Dropped
Item 9B.Other Information
- Dropped
Consent of Baker Tilly US, LLP
Reworded
- 100% rewritten
Adoption of New Accounting Standard
The accounting update changed from ASU 2023-01 lease guidance to ASU 2024-01 guidance on profits interests and similar compensation awards.
- 93% rewritten
For the Year Ended December 31, 2025
The disclosure now covers 2025 financially troubled commercial borrowers receiving extended terms or temporary interest-only payments, including $165,000 modified.
Was: For the Year Ended December 31, 2024
- 92% rewritten
Recently Issued but Not Yet Effective Accounting Pronouncements
The update adds ASU 2025-01, clarifying the effective date of expense-disaggregation disclosure standard ASU 2024-03.
- 92% rewritten
The aggregate amount of deposits reclassified as loans was $ 0.9 million at December 31, 2025, and $ 0.7 million at December 31, 2024. Management evaluates transaction accounts that are overdrawn for collectability as part of its evaluation for credit losses
The 2025 table removes BTFP advances and reports $83.5 million of ending short-term borrowings, including $65.35 million of FHLB advances.
Was: The aggregate amount of deposits reclassified as loans was $0.7 million at December 31, 2024, and $0.2 million at December 31, 2023. Management evaluates transaction accounts that are overdrawn for collectability as part of its evaluation for credit losses
- 91% rewritten
Cash and cash equivalents
The disclosure now adds pension investment policies, emphasizing diversified large-cap equities and fixed-income securities rated A or better.
- 88% rewritten
Noninterest expense was $106.7 million for the year ended December 31, 2024, compared to $67.8 million for the year ended December 31, 2023
2024 expense growth is now attributed partly to 195 FNCB employees, higher technology and facility costs, and merger-related expenses.
Was: Noninterest expense was $67.8 million for the year ended December 31, 2023 compared to $62.7 million for the year ended December 31, 2022
- 88% rewritten
Total assets, loans and deposits were $5.1 billion, $4.0 billion and $4.4 billion, respectively, at December 31, 2024. Assets, loans and deposits acquired at the completion of the FNCB merger on July 1, 2024, were $1.8 billion, $1.2 billion and $1.4 billion, respectively
The presentation now emphasizes 2024 loan, deposit, investment-security, and equity composition rather than merger-acquisition balance-sheet amounts.
- 86% rewritten
Net interest margin (non-GAAP)
The net-interest table now presents 2025 averages and income, including $2.83 billion average loans and $151.8 million interest income.
- 85% rewritten
(2) The balance of interest rate swaps represents the fair value of our commercial loan back-to-back swaps
Was: (2) Interest rate swaps balance represents the fair value of our commercial loan back-to-back swaps
- 85% rewritten
Nonperforming assets as a percentage of total assets
- 85% rewritten
In 2025, the Company granted 36,338 time based restricted stock unit awards and 41,892 performance based restricted stock unit awards, under the 2023 Plan. In 2024, the Company granted 8,895 time based restricted stock award and 23,243 performance based restricted stock awards, under the 2023 Plan
Was: In 2024, the Company granted 8,895 time based restricted stock awards, under the 2023 Plan. In 2023, the Company granted 18,222 performance based restricted stock units and 5,206 time based restricted stock awards, under the 2023 Plan
- 84% rewritten
At December 31, 2025, and 2024, the Company had $1.5 billion and $1.4 billion in uninsured deposits in excess of the FDIC insurance limit of $250,000
Was: At December 31, 2024 and 2023, the Company had $1.4 billion and $0.9 billion in uninsured deposits in excess of the FDIC insurance limit of $250,000
- 81% rewritten
Efficiency ratio (non-GAAP)
- 75% rewritten
At December 31, 2025, and 2024, there were no securities of any individual issuer, except for U.S. government agency mortgage-backed securities, that exceeded 10.0 percent of stockholders’ equity
Was: At December 31, 2024 and 2023, there were no securities of any individual issuer, except for U.S. government agency mortgage-backed securities, that exceeded 10.0 percent of stockholders’ equity
- 75% rewritten
Fair Values of Derivative Instruments on the Balance Sheet
- 72% rewritten
Securities with a carrying value of $ 381.8 million and $ 441.5 million at December 31, 2025 , and 2024 , respectively, were pledged to secure public deposits and certain other deposits as required or permitted by law; and pledged to the Discount Window at the Federal Reserve
Was: Securities with a carrying value of $441.5 million and $322.4 million at December 31, 2024 and 2023, respectively, were pledged to secure public deposits and certain other deposits as required or permitted by law; and pledged to the Discount Window at the Federal Reserve
- 71% rewritten
The aggregate amortization expense was $ 6.5 million, $ 3.4 million and $ 0.1 million for the years ended December 31, 2025, 2024 and 2023, respectively
Was: The aggregate amortization expense was $3.4 million and $0.1 million for the twelve months ended December 31, 2024 and December 31, 2023, respectively
- 71% rewritten
Stock compensation, including tax effects and expenses
- 70% rewritten
The accumulated benefit obligation for the defined benefit pension plan was $ 12.8 million and $ 12.7 million at December 31, 2025, and 2024, respectively
Was: The accumulated benefit obligation for the defined benefit pension plan was $12.7 million and $13.8 million at December 31, 2024 and 2023, respectively
- 69% rewritten
Expected maturities will differ from contractual maturities because borrowers have the right to call or prepay obligations with or without call or prepayment penalties
- 69% rewritten
We utilize loans and investments in tax-exempt organizations to mitigate our tax burden, as interest revenue from these sources is not taxable by the federal government. The tax benefit of tax-exempt income was 2.2 percent of pre-tax income in 2025 and 14.6 percent in 2024
Was: We also utilize loans and investments in tax-exempt organizations to mitigate our tax burden, as interest revenue from these sources is not taxable by the federal government. The tax benefit of tax-exempt income was 3.3 percent of pre-tax income in 2023 and 3.1 percent in 2022
- 68% rewritten
Equity Securities without Readily Determinable Fair Values
- 65% rewritten
The expected long-term return on plan assets was determined using average historical returns of the Company’s plan assets
- 64% rewritten
Appraisals may be adjusted by management for qualitative factors such as economic conditions and estimated liquidation expenses. The range and weighted average of liquidation expenses and other appraisal adjustments are presented as a percentage of the appraisal
Was: Appraisals may be adjusted by management for qualitative factors such as economic conditions and estimated liquidation expenses. The range and weighted average of liquidation expenses and other appraisal adjustments are presented as a percent of the appraisal
- 64% rewritten
(2) Represents amounts reclassified out of accumulated comprehensive income (loss) and included in the computation of net periodic pension expense. Refer to Note 18 included in these consolidated financial statements
- 61% rewritten
Commitments to extend credit are the Company's most significant commitment in both the under and over one-year time periods. These commitments do not necessarily represent future cash requirements in that these commitments often expire without being drawn upon
- 59% rewritten
Management’s Discussion and Analysis appearing on the following pages should be read in conjunction with the Consolidated Financial Statements and Management’s Discussion and Analysis 2024 versus 2023 contained in this Item 7
Was: Management’s Discussion and Analysis appearing on the following pages should be read in conjunction with the Consolidated Financial Statements and Management’s Discussion and Analysis 2024 versus 2023 contained in this Annual Report on Form 10-K
- 59% rewritten
Credit Quality Indicators
- 57% rewritten
Amortization of unrecognized net loss
- 56% rewritten
The accounting policies of the single business unit are the same as provided in Note 1 - "Summary of Significant Accounting Policies" and our segment assets are the same as assets presented in the consolidated balance sheets
- 55% rewritten
Evaluation of Disclosure Controls and Procedures
- 55% rewritten
Effect of Derivative Instruments on the Consolidated Statements of Income and Comprehensive Income
Was: Effect of Derivative Instruments on the Consolidated Statements of Income and Comprehensive Income (Loss)
- 53% rewritten
U.S. government-sponsored enterprises
- 53% rewritten
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
- 52% rewritten
Peoples Financial Services Corp. and the Bank are subject to regulations of certain federal and state regulatory agencies and undergo periodic examinations
- 51% rewritten
Based on its assessment, management believes that our internal control over financial reporting was effective as of December 31, 2025
Was: Based on its assessment, management believes that our internal control over financial reporting was effective as of December 31, 2024
- 51% rewritten
In conducting its business, Peoples has engaged in and intends to continue to engage in banking and financial transactions with directors, executive officers and their related parties. Additions, new loans and advances during the year ended December 31, 2024 include those acquired as part of the FNCB merger
Was: In conducting its business, Peoples has engaged in, and intends to continue to engage in, banking and financial transactions with directors, executive officers and their related parties. Balances at December 31, 2024 include those acquired due to the FNCB merger
- 50% rewritten
ACL on off balance sheet commitments
- 48% rewritten
Effect of Fair Value and Cash Flow Hedge Accounting on the Consolidated Statements of Income and Comprehensive Income
Was: Effect of Fair Value and Cash Flow Hedge Accounting on the Consolidated Statements of Income and Comprehensive Income (Loss)
- 46% rewritten
Investment securities: The fair values of marketable equity securities are based on quoted market prices from active exchange markets. The fair values of debt securities are based on pricing from a matrix pricing model and quoted market prices
- 46% rewritten
Peoples Financial Services Corp. Articles of Incorporation, as amended (incorporated by reference to Exhibit 3.1 to the registrant’s Form 10-K filed with the Commission on March 17, 2014)
- 43% rewritten
Our corporate headquarters is located at 30 E D Preate Drive Moosic, Pennsylvania, which houses executive offices, human resources and investor services divisions as well as other administrative and operational teams. An additional operations division is located at 82 Franklin Avenue, Hallstead, Pennsylvania
Was: Our corporate headquarters is located at 102 East Drinker Street, Dunmore, Pennsylvania, which houses executive offices, human resources and investor services divisions. Our operations division is located at 82 Franklin Avenue, Hallstead, Pennsylvania
- 42% rewritten
Although subject to the aforementioned regulatory restrictions, the Company’s consolidated retained earnings at December 31, 2025, and 2024 were not restricted under any borrowing agreement as to payment of dividends or reacquisition of common stock
Was: Although subject to the aforementioned regulatory restrictions, the Company’s consolidated retained earnings at December 31, 2024 and 2023 were not restricted under any borrowing agreement as to payment of dividends or reacquisition of common stock
- 40% rewritten
There were no repurchases of our common stock during the three months ended December 31, 2025
Was: There were no repurchases of our common stock during the three months ended December 31, 2024
- 40% rewritten
Individually evaluated loans: Fair values for individually evaluated loans are estimated using underlying collateral values, where applicable
- 36% rewritten
Principal Accountant Fees and Service s
Was: Principal Accountant Fees and Services
- 35% rewritten
Certain Relationships and Related Transactions, and Director Independenc e
Was: Certain Relationships and Related Transactions, and Director Independence
- 34% rewritten
Security Ownership of Certain Beneficial Owner s and Management and Related Stockholder Matters
Was: Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
- 34% rewritten
For derivatives designated and that qualify as fair value hedges, the gain or loss on the derivative as well as the offsetting loss or gain on the hedged item attributable to the hedged risk are recognized in interest income
- 34% rewritten
MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
- 31% rewritten
Opinions on the Financial Statements and Internal Control over Financial Reporting
- 30% rewritten
Amortization of intangible assets totaled $3.4 million in 2024 compared to $105 thousand and $363 thousand in 2023 and 2022, respectively. The increase was due primarily to amortization of the core deposit intangible created at the merger
- 28% rewritten
Credit-risk-related Contingent Features
- 27% rewritten
Item 7A. Quantitative and Qualitative Disclosures About Market Ris k
Was: Item 7A. Quantitative and Qualitative Disclosures About Market Risk
- 27% rewritten
Definition and Limitations of Internal Control Over Financial Reporting
- 26% rewritten
Market for Registrant’s Common Equit y, Related Stockholder Matters and Issuer Purchases of Equity Securities
Was: Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
- 23% rewritten
Board of Director Oversight
- 23% rewritten
We utilize loans and investments in tax-exempt organizations to mitigate our tax burden, as interest revenue from these sources is not taxable by the federal government. The tax benefit of tax-exempt income was 14.6 percent of pre-tax income in 2024 and 3.3 percent in 2023
- 22% rewritten
In an attempt to limit IRR and improve liquidity, we continually examine the maturity distribution and interest rate sensitivity of the loan portfolio. Fixed-rate loans represented 44.4 percent of the loan portfolio at December 31, 2025, compared to floating or adjustable-rate loans at 55.6 percent
Was: In an attempt to limit IRR and improve liquidity, we continually examine the maturity distribution and interest rate sensitivity of the loan portfolio. Fixed-rate loans represented 50.6 percent of the loan portfolio at December 31, 2024, compared to floating or adjustable-rate loans at 49.4 percent
- 21% rewritten
As described in Note 1 to the consolidated financial statements, the Company accounts for allowance for credit losses (ACL) under ASC 326, Financial Instruments – Credit Losses. ASC 326 requires the measurement of expected lifetime credit losses for financial assets measured at amortized cost at the reporting date
Was: As described in Note 1 to the consolidated financial statements, the Company accounts for credit losses under ASC 326, Financial Instruments – Credit Losses. ASC 326 requires the measurement of expected lifetime credit losses for financial assets measured at amortized cost at the reporting date
- 20% rewritten
Directors, Executive Officers and Corporate Governanc e
Was: Directors, Executive Officers and Corporate Governance
All 89 risk factors
Headings as the filing states them, in filing order.
Other
- 01Board of Director Oversight23% rewritten
- 02Our corporate headquarters is located at 30 E D Preate Drive Moosic, Pennsylvania, which houses executive offices, human resources and investor services divisions as well as other administrative and operational teams. An additional operations division is located at 82 Franklin Avenue, Hallstead, Pennsylvania43% rewritten
- 03Market for Registrant’s Common Equit y, Related Stockholder Matters and Issuer Purchases of Equity Securities26% rewritten
- 04There were no repurchases of our common stock during the three months ended December 31, 202540% rewritten
- 05Management’s Discussion and Analysis appearing on the following pages should be read in conjunction with the Consolidated Financial Statements and Management’s Discussion and Analysis 2024 versus 2023 contained in this Item 759% rewritten
- 06Total assets, loans and deposits were $5.3 billion, $4.1 billion and $4.4 billion, respectively, at December 31, 2025New
- 07At December 31, 2025, and 2024, there were no securities of any individual issuer, except for U.S. government agency mortgage-backed securities, that exceeded 10.0 percent of stockholders’ equity75% rewritten
- 08In an attempt to limit IRR and improve liquidity, we continually examine the maturity distribution and interest rate sensitivity of the loan portfolio. Fixed-rate loans represented 44.4 percent of the loan portfolio at December 31, 2025, compared to floating or adjustable-rate loans at 55.6 percent22% rewritten
- 09Nonperforming assets as a percentage of total assets85% rewritten
- 10(1) Information for municipal loans is included with amounts provided for commercial and industrial loansNew
- 11At December 31, 2025, and 2024, the Company had $1.5 billion and $1.4 billion in uninsured deposits in excess of the FDIC insurance limit of $250,00084% rewritten
- 12At December 31, 2025, subordinated debentures were $83.2 million, net of unamortized debt issuance costs of $1.8 million, and $33.0 million, net of no debt issuance costs, at December 31, 2024New
- 13Commitments to extend credit are the Company's most significant commitment in both the under and over one-year time periods. These commitments do not necessarily represent future cash requirements in that these commitments often expire without being drawn upon61% rewritten
- 14Efficiency ratio (non-GAAP)81% rewritten
- 15Net interest margin (non-GAAP)86% rewritten
- 16Partially offsetting these increases was a decrease of $16.0 million in merger related expenses to $0.2 million for the year ended December 31, 2025, from $16.2 million for the year ended December 31, 2024New
- 17We utilize loans and investments in tax-exempt organizations to mitigate our tax burden, as interest revenue from these sources is not taxable by the federal government. The tax benefit of tax-exempt income was 2.2 percent of pre-tax income in 2025 and 14.6 percent in 202469% rewritten
- 18Total assets, loans and deposits were $5.1 billion, $4.0 billion and $4.4 billion, respectively, at December 31, 2024. Assets, loans and deposits acquired at the completion of the FNCB merger on July 1, 2024, were $1.8 billion, $1.2 billion and $1.4 billion, respectively88% rewritten
- 19Overall, total loans increased $1.1 billion in 2024 to $4.0 billion at December 31, 2024 due primarily to the $1.2 billion in loans acquired in the FNCB mergerNew
- 20Our deposit base is the primary source of funds to support our operations. We offer a variety of deposit products to meet the needs of our individual, commercial and municipal customersNew
- 21averaged $4.0 million in 2024 and resulted in an increase in interest expense of $0.4 million in 2024, compared to none in 2023New
- 22Noninterest expense was $106.7 million for the year ended December 31, 2024, compared to $67.8 million for the year ended December 31, 202388% rewritten
- 23Amortization of intangible assets totaled $3.4 million in 2024 compared to $105 thousand and $363 thousand in 2023 and 2022, respectively. The increase was due primarily to amortization of the core deposit intangible created at the merger30% rewritten
- 24We utilize loans and investments in tax-exempt organizations to mitigate our tax burden, as interest revenue from these sources is not taxable by the federal government. The tax benefit of tax-exempt income was 14.6 percent of pre-tax income in 2024 and 3.3 percent in 202323% rewritten
- 25Item 7A. Quantitative and Qualitative Disclosures About Market Ris k27% rewritten
- 26Opinions on the Financial Statements and Internal Control over Financial Reporting31% rewritten
- 27Definition and Limitations of Internal Control Over Financial Reporting27% rewritten
- 28As described in Note 1 to the consolidated financial statements, the Company accounts for allowance for credit losses (ACL) under ASC 326, Financial Instruments – Credit Losses. ASC 326 requires the measurement of expected lifetime credit losses for financial assets measured at amortized cost at the reporting date21% rewritten
- 29How We Addressed the Matter in Our AuditNew
- 30Stock compensation, including tax effects and expenses71% rewritten
- 31NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- 32Peoples Financial Services Corp. and the Bank are subject to regulations of certain federal and state regulatory agencies and undergo periodic examinations52% rewritten
- 33On January 30, 2026 , the board of directors declared a dividend of $ 0.6250 per share for the first quarter of 2026. The dividend is payable March 13, 2026 to shareholders of record as of February 27, 2026 New
- 34fair values for impairment quarterly, or more frequently should events or circumstances indicate that their respective carrying values may not be recoverableNew
- 35The Company has elected to measure the credit risk of its derivative financial instruments that are subject to master netting agreements on a net basis by counterparty portfolio
- 36Adoption of New Accounting Standard100% rewritten
- 37Recently Issued but Not Yet Effective Accounting Pronouncements92% rewritten
- 38Costs related to the acquisition totaled $ 0.2 million, $ 16.2 million and $ 1.8 million for the years ended December 31, 2025, 2024, and 2023, respectively. These amounts were expensed as incurred and are recorded as acquisition-related expenses in the consolidated statements of income and comprehensive incomeNew
- 39Expected maturities will differ from contractual maturities because borrowers have the right to call or prepay obligations with or without call or prepayment penalties69% rewritten
- 40Securities with a carrying value of $ 381.8 million and $ 441.5 million at December 31, 2025 , and 2024 , respectively, were pledged to secure public deposits and certain other deposits as required or permitted by law; and pledged to the Discount Window at the Federal Reserve72% rewritten
- 41Equity Securities without Readily Determinable Fair Values68% rewritten
- 42Credit Quality Indicators59% rewritten
- 43For the Year Ended December 31, 202593% rewritten
- 44One loan, in the amount of $ 242 thousand, is currently in defaultNew
- 45ACL on off balance sheet commitments50% rewritten
- 46In conducting its business, Peoples has engaged in and intends to continue to engage in banking and financial transactions with directors, executive officers and their related parties. Additions, new loans and advances during the year ended December 31, 2024 include those acquired as part of the FNCB merger51% rewritten
- 47Deposits from directors, executive officers and their related parties held by the Bank at December 31, 2025, and December 31, 2024, were $ 161.5 million and $ 132.0 million, respectivelyNew
- 48repair services and dealer reserve payments. The Bank recorded payments to related parties for goods and services of $ 177 thousand, $ 117 thousand and $ 8 thousand for the years ending December 31, 2025, 2024 and 2023, respectivelyNew
- 49Depreciation and amortization expense of premises and equipment amounted to $ 3.3 million in 2025, $ 3.3 million in 2024 and $ 2.8 million in 2023New
- 50The aggregate amortization expense was $ 6.5 million, $ 3.4 million and $ 0.1 million for the years ended December 31, 2025, 2024 and 2023, respectively71% rewritten
- 51(2) The balance of interest rate swaps represents the fair value of our commercial loan back-to-back swaps85% rewritten
- 52The aggregate amount of deposits reclassified as loans was $ 0.9 million at December 31, 2025, and $ 0.7 million at December 31, 2024. Management evaluates transaction accounts that are overdrawn for collectability as part of its evaluation for credit losses92% rewritten
- 53Investment securities: The fair values of marketable equity securities are based on quoted market prices from active exchange markets. The fair values of debt securities are based on pricing from a matrix pricing model and quoted market prices 46% rewritten
- 54Individually evaluated loans: Fair values for individually evaluated loans are estimated using underlying collateral values, where applicable40% rewritten
- 55U.S. government-sponsored enterprises53% rewritten
- 56Appraisals may be adjusted by management for qualitative factors such as economic conditions and estimated liquidation expenses. The range and weighted average of liquidation expenses and other appraisal adjustments are presented as a percentage of the appraisal64% rewritten
- 57Risk Management Objective of Using Derivatives
- 58Cash Flow Hedges of Interest Rate Risk
- 59Fair Value Hedges of Interest Rate Risk
- 60For derivatives designated and that qualify as fair value hedges, the gain or loss on the derivative as well as the offsetting loss or gain on the hedged item attributable to the hedged risk are recognized in interest income34% rewritten
- 61Fair Values of Derivative Instruments on the Balance Sheet75% rewritten
- 62Effect of Fair Value and Cash Flow Hedge Accounting on the Consolidated Statements of Income and Comprehensive Income48% rewritten
- 63Effect of Derivative Instruments on the Consolidated Statements of Income and Comprehensive Income55% rewritten
- 64Credit-risk-related Contingent Features28% rewritten
- 65On July 1, 2024, as a result of the FNCB merger, the Company assumed those outstanding and unvested restricted stockNew
- 66In 2025, the Company granted 36,338 time based restricted stock unit awards and 41,892 performance based restricted stock unit awards, under the 2023 Plan. In 2024, the Company granted 8,895 time based restricted stock award and 23,243 performance based restricted stock awards, under the 2023 Plan85% rewritten
- 67The accumulated benefit obligation for the defined benefit pension plan was $ 12.8 million and $ 12.7 million at December 31, 2025, and 2024, respectively70% rewritten
- 68Amortization of unrecognized net loss57% rewritten
- 69The expected long-term return on plan assets was determined using average historical returns of the Company’s plan assets65% rewritten
- 70Cash and cash equivalents91% rewritten
- 71The Company operates exclusively in the United State and had no foreign income, foreign income tax expense, or foreign income taxes paid for the years ended December 31, 2025, 2024 and 2023New
- 72(2) Low income housing tax credits are presented net of the related proportional amortizationNew
- 73The accounting policies of the single business unit are the same as provided in Note 1 - "Summary of Significant Accounting Policies" and our segment assets are the same as assets presented in the consolidated balance sheets56% rewritten
- 74Although subject to the aforementioned regulatory restrictions, the Company’s consolidated retained earnings at December 31, 2025, and 2024 were not restricted under any borrowing agreement as to payment of dividends or reacquisition of common stock42% rewritten
- 75(2) Represents amounts reclassified out of accumulated comprehensive income (loss) and included in the computation of net periodic pension expense. Refer to Note 18 included in these consolidated financial statements64% rewritten
- 76Evaluation of Disclosure Controls and Procedures55% rewritten
- 77There were no changes in our internal control over financial reporting that occurred during the fiscal quarter ended December 31, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reportingNew
- 78MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING34% rewritten
- 79Furthermore, due to changes in conditions, the effectiveness of internal controls may vary over time. Our internal auditor reviews, evaluates and makes recommendations on policies and procedures, which serves as an integral, but independent, component of our internal control
- 80Based on its assessment, management believes that our internal control over financial reporting was effective as of December 31, 202551% rewritten
- 81Item 9B. Other Informatio nNew
- 82Directors, Executive Officers and Corporate Governanc e20% rewritten
- 83Security Ownership of Certain Beneficial Owner s and Management and Related Stockholder Matters34% rewritten
- 84Certain Relationships and Related Transactions, and Director Independenc e35% rewritten
- 85Principal Accountant Fees and Service s36% rewritten
- 86Exhibits, Financial Statement Schedule s
- 87Report of Independent Registered Public Accounting Firm (PCAOB ID: 23 )
- 88Peoples Financial Services Corp. Articles of Incorporation, as amended (incorporated by reference to Exhibit 3.1 to the registrant’s Form 10-K filed with the Commission on March 17, 2014)46% rewritten
- 89Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)53% rewritten
Other Peoples Financial Services 10-Ks
- FY2024 10-K risk factors108 risks
Peoples Financial Services Corp.'s risk profile is dominated by integration risks from the FNCB merger, high uninsured deposit levels, asset quality and nonperforming asset growth, and interest rate and liquidity management.
Filed Mar 28, 2025
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The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.