Citizens Financial Services Inc 2024年度报告

FORM10-K (Mark One) ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedDecember 31, 2024 or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from_____________________ to ___________________ Commission file number000-13222 CITIZENS FINANCIAL SERVICES, INC. (Exact name of registrant as specified in its charter) Pennsylvania23-2265045(State or other jurisdiction of(I.R.S. Employer incorporation or organization) Identification No.) 15 South Main Street,Mansfield,Pennsylvania16933(Address of principal executive offices)(Zip Code) Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☐Yes☒No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. ☐Yes☒No Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was 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 submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant 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-accelerated filer, a smallerreporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smallerreporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.: Accelerated filer☒Smaller reporting company☒Emerging growth company☐ Large accelerated filer☐Non-accelerated filer☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended reporting transitionperiod for complying with any new or revised financial accounting standards provided pursuant to 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 theeffectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by theregistered 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 theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ 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 recovery period 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).☐Yes☒No State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to theprice at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business dayof the registrant’s most recently completed second fiscal quarter; $201,151,000as of June 30, 2024. As of February 25, 2025, there were4,759,471shares 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 2025Annual Meeting of Shareholders. Citizens Financial Services, Inc.Form 10-KINDEXPagePART IITEM 1 – BUSINESS1 – 8ITEM 1A – RISK FACTORS9 – 16ITEM 1B – UNRESOLVED STAFF COMMENTS16ITEM 1C – CYBER SECURITY17ITEM 2 – PROPERTIES18ITEM 3 – LEGAL PROCEEDINGS18ITEM 4 – MINE SAFETY DISCLOSURES18PART IIITEM 5 – MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS ANDISSUER PURCHASES OF EQUITY SECURITIES18ITEM 6 – RESERVED18ITEM 7 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATIONS19 – 50ITEM 7A – QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK50ITEM 8 – FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA51 – 104ITEM 9 – CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING ANDFINANCIAL DISCLOSURE105ITEM 9A – CONTROLS AND PROCEDURES105ITEM 9B– OTHER INFORMATION107ITEM 9C– DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS107PART IIIITEM 10 – DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE108ITEM 11 – EXECUTIVE COMPENSATION108ITEM 12 – SECURITY