宾夕法尼亚裕益银行美股招股说明书(2026-01-08版)

Offer to ExchangeUp to $50,000,000 in aggregate principal amount of6.00% Fixed-to-Floating Rate Subordinated Notes due 2035that have been registered under the Securities Act of 1933, as amended,for any and all outstanding unregistered6.00% Fixed-to-Floating Rate Subordinated Notes due 2035 The exchange offer will expire at 5:00 p.m., Eastern Time, on February9, 2026, unless extended. We are offering to exchange 6.00% Fixed-to-Floating Rate Subordinated Notes due 2035 that have been registered under the Securities Act of 1933, as amended,which we refer to in this prospectus as the “New Notes,” for any and all of our outstanding unregistered 6.00% Fixed-to-Floating Rate Subordinated Notes due 2035 thatwe issued in a private placement on November6, 2025, which we refer to in this prospectus as the “Old Notes.” We are offering exchange the New Notes for the OldNotes to satisfy our obligations under a registration rights agreement that we entered into with the purchasers of the Old Notes in connection with our issuance of the OldNotes to those purchasers. We will not receive any cash proceeds from the exchange offer. The issuance of the New Notes in exchange for the Old Notes will not result in any increase in ouroutstanding indebtedness. Old Notes that are not exchanged for New Notes in the exchange offer will remain outstanding. The exchange offer is not subject to anyminimum tender condition, but is subject to certain customary conditions. Subject to the terms of the exchange offer, following the expiration or termination of the exchange offer, we will exchange Old Notes that have been validlytendered and not validly withdrawn before such expiration or termination for an equal principal amount of New Notes. The terms of the New Notes are identical in allmaterial respects to the terms of the Old Notes, except that: (1)the New Notes have been registered with the Securities and Exchange Commission under the SecuritiesAct of 1933, as amended, and, as a result, will not bear any legend restricting their transfer; (2)the New Notes bear a different CUSIP number from the Old Notes;(3)the New Notes are generally not subject to transfer restrictions; (4)holders of the New Notes are not entitled to registration rights under the registration rightsagreement that we entered into with the purchasers of the Old Notes; and (5)because the holders of the New Notes are not entitled to registration rights, holders of theNew Notes will not have the right to additional interest under the circumstances described in that registration rights agreements relating to our fulfillment of ourregistration obligations. Following fulfillment of our registration obligations, the accrual of any additional interest on the Old Notes will cease as well. The New Notesevidence the same debt as the Old Notes and are governed by the same indenture under which the Old Notes were issued. There is no existing public market for the Old Notes or the New Notes, and we do not expect any public market to develop in the future for either the Old Notes orthe New Notes. The Old Notes are not listed on any national securities exchange or quotation system, and we do not intend to list the New Notes on any nationalsecurities exchange or quotation system. Except as otherwise provided in this prospectus, you may validly withdraw your tender of Old Notes at any time before 5:00 p.m., Eastern Time, on February9,2026, the expiration date of the exchange offer. Any broker-dealer that holds Old Notes acquired for its own account as a result of market-making activities or other trading activities and that receives New Notesfor its own account pursuant to the exchange offer may be a statutory underwriter and must acknowledge that it will deliver a prospectus meeting the requirements of theSecurities Act of 1933, as amended, in connection with any resale of such New Notes. A broker-dealer that acquired Old Notes because of market-making or othertrading activities may use this prospectus, as supplemented or amended from time to time, in connection with resales of the New Notes for 180 days after the completionof the exchange offer. See “Plan of Distribution.” Investing in our securities involves certain risks. See “Risk Factors” beginning on page 10, as well as the riskfactorscontained in our Annual Report on Form 10-K for the year ended December31, 2024, and in the other reports filed by us with theSecurities and Exchange Commission and incorporated by reference into this prospectus. Table of Contents TABLE OF CONTENTS About this Prospectus Where You Can Find More Information Incorporation of Certain Documents by ReferenceCautionary Note Regarding Forward-Looking StatementsSummary Risk Factors Use of Proceeds Plan of Distribution Legal Matters Experts Table of Contents ABOUT THIS PROSPECTUS This prospectus is part of a Registration Statement on Form S-4, which we refer to as the “registration statement,” that we have filed with theSecurities and Exchange