Peoples Financial Services Corp. Reports Key Corporate Events

TL;DR

Peoples Financial Services Corp. filed an 8-K on July 1st detailing asset deals, new debt, and board changes.

AI Summary

Peoples Financial Services Corp. filed an 8-K on July 1, 2024, reporting several key events. These include the completion of an acquisition or disposition of assets, the creation of a direct financial obligation, changes in officers and directors, amendments to its articles of incorporation, and other events. The company is headquartered in Scranton, PA, and operates in the national commercial banks sector.

Why It Matters

This filing indicates significant corporate actions, including potential acquisitions and changes in governance, which could impact the company's strategic direction and financial obligations.

Risk Assessment

Risk Level: medium — The filing details multiple significant corporate events including acquisitions, financial obligations, and changes in leadership, which inherently carry a medium level of risk and require further investigation.

Key Players & Entities

• PEOPLES FINANCIAL SERVICES CORP. (company) — Registrant
• July 1, 2024 (date) — Date of earliest event reported
• Scranton, PA (location) — Company Headquarters

FAQ

Key Financial Figures

• $2.00 — nge on which registered Common Stock, $2.00 par value PFIS The Nasdaq Stock Mar
• $1.25 — , each share of common stock, par value $1.25 per share, of FNCB ("FNCB Common Stock"
• $10,310,000.00 — ), pursuant to which the Company issued $10,310,000.00 of its Floating Rate Junior Subordinate

Filing Documents

• tm2418346d2_8k.htm (8-K) — 67KB
• tm2418346d2_ex99-1.htm (EX-99.1) — 11KB
• 0001104659-24-076605.txt ( ) — 260KB
• pfis-20240701.xsd (EX-101.SCH) — 3KB
• pfis-20240701_lab.xml (EX-101.LAB) — 33KB
• pfis-20240701_pre.xml (EX-101.PRE) — 22KB
• tm2418346d2_8k_htm.xml (XML) — 4KB

01 Completion of Acquisition or Disposition of Assets

Item 2.01 Completion of Acquisition or Disposition of Assets Effective July 1, 2024 (the "Closing Date"), Peoples Financial Services Corp., a Pennsylvania corporation ("Peoples"), completed its previously announced merger with FNCB Bancorp, Inc., a Pennsylvania corporation ("FNCB"), pursuant to the Agreement and Plan of Merger dated September 27, 2023 between Peoples and FNCB (the "Merger Agreement"). Pursuant to the Merger Agreement, on the Closing Date, FNCB merged with and into Peoples, with Peoples continuing as the surviving corporation (the "Merger"), and immediately following the Merger, FNCB Bank, a Pennsylvania-chartered bank ("FNCB Bank"), merged with and into Peoples Security Bank and Trust Company, a Pennsylvania-chartered bank and trust company and a wholly owned subsidiary of Peoples ("Peoples Bank"), with Peoples Bank as the surviving bank (the "Bank Merger"). Pursuant to the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each share of common stock, par value $1.25 per share, of FNCB ("FNCB Common Stock") issued and outstanding immediately prior to the Effective Time, other than certain shares held by Peoples and FNCB, was converted into the right to receive 0.1460 shares (the "Exchange Ratio") of common stock, par value $2.00 per share, of Peoples ("Peoples Common Stock" and such shares, the "Merger Consideration"). Holders of FNCB Common Stock will receive cash (without interest) in lieu of fractional shares of Peoples Common Stock in accordance with the terms of the Merger Agreement. The total aggregate consideration payable in the Merger was approximately 2,936,172 shares of Peoples Common Stock. The foregoing description of the Merger and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K and incorporated herein by reference.

03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of the Registrant In connection with the Merger, upon the Effective Time, Peoples assumed FNCB's obligations under that certain Indenture dated as of December 14, 2006 (the "Indenture"), pursuant to which the Company issued $10,310,000.00 of its Floating Rate Junior Subordinated Deferrable Interest Debentures due December 15, 2036 (the "Debentures"). The supplemental indentures pursuant to which Peoples assumed the Debentures, as well as the original Indenture pursuant to which the Debentures were issued, have not been filed herewith pursuant to Item 601(b)(4)(v) of Regulation S-K under the Securities Act. Peoples agrees to furnish a copy of such indentures to the SEC upon request.

02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers Board of Directors In accordance with the terms of the Merger Agreement and the Peoples bylaw amendments that were adopted pursuant to the Merger Agreement, as of the Effective Time, the size of the board of directors of Peoples (the "Board") was increased to consist of a total of 16 directors, including the eight incumbent directors of Peoples serving immediately prior to the Effective Time (the "Peoples Continuing Directors") and eight former directors of FNCB who were serving FNCB immediately prior to the Effective Time (the "FNCB Continuing Directors"). Continued Service of Directors; Election of Directors The eight Peoples Continuing Directors who continue to serve as members of the Board are William E. Aubrey II, Craig W. Best, Sandra L. Bodnyk, Ronald G. Kukuchka, Richard S. Lochen, James B. Nicholas, Elisa Ziga Ramirez, and Joseph T. Wright, Jr. The eight FNCB Continuing Directors designated by FNCB pursuant to the Merger Agreement and the Peoples bylaw amendment, each of whom was serving as a member of the board of directors of FNCB immediately prior to the Effective Time, and was appointed as a member of the Board effective as of the Effective Time, are as follows: Louis A. DeNaples, Sr., William G. Bracey, Joseph Coccia, William P. Conaboy, Joseph L. DeNaples, Keith W. Eckel, Kathleen M. Lambert, and Thomas J. Melone. In accordance with the Peoples bylaws, the board of directors is classified into three classes in respect to the time for which they severally hold office. The Peoples Continuing Directors continue to serve, and the FNCB Continuing Directors were appointed to serve, in the following classes of directors whose terms will expire in the year indicated: Term Expiring 2025 Term Expiring 2026 Term Expiring 2027 William E. Aubrey II Sandra L. Bodnyk Richard S. Lochen Craig

03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year In connection with the completion of the Merger and in accordance with the Merger Agreement, the bylaws of Peoples were amended to provide for certain governance arrangements for the continuing corporation, effective as of the Effective Time. The Peoples bylaws amendment fixed the number of directors on the Peoples Board of directors at 16 directors. These directors will consist of the Peoples Continuing Directors and the FNCB Continuing Directors. Other than the FNCB Continuing Directors, no other directors of FNCB were designated to serve on the Peoples Board at the Effective Time. The Peoples bylaws amendment provides that from the Effective Time until three years after the Effective Time, no vacancy on the Peoples Board will be filled, and the Board will not nominate any director to fill such vacancy unless, in the case of a vacancy created by the cessation of service of a Peoples Continuing Director, not less than a majority of the Peoples Continuing Directors have approved the appointment, in which case the FNCB Continuing Directors must vote to approve the appointment or nomination. In the case of a vacancy created by the cessation of service of a FNCB Continuing Director, not less than a majority of the FNCB Continuing Directors have approved the appointment, in which case the Peoples Continuing Directors must vote to approve the appointment or nomination. However, any such director nomination must be made in accordance with Peoples' governance guidelines, applicable law, and the rules of Nasdaq or any other exchange on which Peoples' securities may be listed for trading. Both the Merger Agreement and the Peoples' bylaws amendment provided that at the Effective Time, William E. Aubrey II continued to serve as Chairman of the Board and that Louis A. DeNaples, Sr. was appointed Vice Chairman of Board. The foregoing summary and referenced description of the Peoples bylaw amen

01 Other Events

Item 8.01 Other Events On July 1, 2024, Peoples issued a press release announcing the completion of the Merger and the Bank Merger, a copy of which is filed as Exhibit 99.1 and incorporated herein by reference.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits (a) Financial statements of business acquired The financial information required by this Item 9.01(a) of Form 8-K will be filed by an amendment to this Current Report on Form 8-K no later than 71 calendar days after the date on which this Current Report on Form 8-K was required to be filed. (b) Pro forma financial information The pro forma financial information required by this Item 9.01(b) of Form 8-K will be filed by an amendment to this Current Report on Form 8-K no later than 71 calendar days after the date on which this Current Report on Form 8-K was required to be filed. (d) Exhibits Exhibit No. Description 2.1 Agreement and Plan of Merger, dated as of September 27, 2023, by and between Peoples Financial Services Corp. and FNCB Bancorp, Inc. (incorporated by reference to Exhibit 2.1 of the Company's Current Report on Form 8-K filed September 28, 2023). 3.1 Peoples Financial Services Corp. Articles of Incorporation, as amended (incorporated by reference to Exhibit 3.1 to Peoples' Form 10-K filed with the Commission on March 17, 2014) 3.2 Articles of Amendment to the Articles of Incorporation of Peoples Financial Services Corp., effective as of May 19, 2020 (incorporated by reference to Exhibit 3.2 to Peoples quarterly report on Form 10-Q filed with the Commission on August 10, 2020) 3.3 Second Amended and Restated Bylaws of Peoples Financial Services Corp., effective October 27, 2023 (incorporated by reference to Exhibit 3.1 to Peoples current report on Form 8-K filed November 2, 2023) 3.4 Peoples Bylaw Amendment effective as of 12:01 AM Eastern Time on July 1, 2024 (incorporated by reference to Exhibit 3.2 to Peoples current report on Form 8-K filed November 2, 2023) 99.1+ Press Release, dated July 1, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) +Furnished herewith SIGNATURE Pursuant to the requirements of the Securities Exchange Act

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