Citizens Financial Services Inc 2024年度报告

(Mark One)☐ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACTOF 1934For the fiscal year endedDecember 31, 2024or☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGEACT OF 1934For the transition period from_____________________ to ___________________Commission file number000-13222CITIZENS FINANCIAL SERVICES, INC. Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) ofthe Act. ☐Yes☐NoIndicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrantwas required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.☐Yes☐No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months(or for such shorter period that the registrant was required to submit such files).☐Yes☐No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-acceleratedfiler, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,”“accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the ExchangeAct.:Large accelerated filer☐Accelerated filer☐ Smaller reporting company☐Emerging growth company☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extendedreporting transition period for complying with any new or revised financial accounting standards provided pursuantto Section 13(a) if the Exchange Act.Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financialstatements.☐Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recoveryperiod pursuant to § 240.10D-1(b).□ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).☐No ☐Yes State the aggregate market value of the voting and non-voting common equity held by non-affiliates computedby reference to the price at which the common equity was last sold, or the average bid and asked price of suchcommon equity, as of the last business day of the registrant’s most recently completed second fiscal quarter;$201,151,000 as of June 30, 2024.As of February 25, 2025, there were 4,759,471 shares of the registrant’s common stock outstanding. DOCUMENTS INCORPORATED BY REFERENCE Certain information required by Part III is incorporated by reference to the Registrant’s Definitive Proxy Statement for the 2025 Annual Meeting of Shareholders. Citizens Financial Services, Inc.Form 10-KINDEX PART I ITEM 1 – BUSINESS. CITIZENS FINANCIAL SERVICES, INC. Citizens Financial Services, Inc. (the “Company”), a Pennsylvania corporation, was incorporated on April 30,1984 to be the holding company for First Citizens Community Bank (the “Bank”), a Pennsylvania-chartered bankand trust company. During 2020, CZFS Acquisition Company, LLC (CZFS) was formed as a wholly ownedsubsidiary of the Company, and subsequently the Company’s interest in the Bank was transferred to CZFS tofacilitate the merger with MidCoast Community Bancorp, Inc. (MidCoast) and its wholly owned subsidiary,MidCoast Community Bank (“MC Bank”), which was completed on April 17, 2020.During 2024, the Companybegan the process to terminate the corporate existence of CZFS. On June 16, 2023, the Company acquired HVBancorp, Inc. (“HVBC”) and its wholly owned subsidiary, Huntingdon Valley Bank (“HVB”). The Company isprimarily engaged in the ownership and management of CZFS, its subsidiary, the Bank and the Bank’s whollyowned subsidiaries, First Citizens Insurance Agency, Inc. (“First Citizens Insurance”) and 1stRealty of PA LLC(“Realty”). During 2024, the Bank began the process to terminate the corporate existence of Realty. AVAILABLE INFORMATION A copy of the Company’s annual report on Form 10-K, quarterly reports on Form 10-Q, current events reportson Form 8-K, and amendments to these reports, filed or furnished pursuant to Section 13(a) or 15(d)of theSecurities Exchange Act of 1