CITIZENS FINANCIAL SERVICES INC 8-K

What Happened

• Citizens Financial Services, Inc. announced that its shareholders approved the Citizens Financial Services, Inc. 2026 Equity Omnibus Incentive Plan at the Annual Meeting on April 21, 2026; the plan became effective that same day. The plan authorizes a variety of equity awards — including stock options, stock appreciation rights (SARs), restricted stock, restricted stock units (RSUs), deferred stock units, unrestricted stock, dividend equivalents and other equity-based awards — and is intended for employees, non-employee directors, consultants and advisors (with incentive stock options excluded for non-employee recipients). The full plan text is attached to the 8-K as Exhibit 10.1, and a related press release was filed as Exhibit 99.1 on April 22, 2026.

Key Details

• Share reserve: up to 250,000 shares of the company’s common stock may be issued under the 2026 Plan.
• Effective date: April 21, 2026 (date of shareholder approval).
• Term: the plan will terminate on April 20, 2036, unless earlier terminated or extended by shareholders.
• Eligible recipients & awards: employees of the company and its subsidiaries/affiliates, non‑employee directors, and consultants/advisors may receive awards (various equity award types; incentive stock options excluded for non‑employees).

Why It Matters

• The plan gives the company a formal mechanism to grant equity-based compensation to employees, directors and service providers, which management commonly uses to align interests with shareholders and to attract/retain talent.
• If fully used, the plan could result in issuance of up to 250,000 additional common shares, which may affect share count and investor ownership percentages over time.
• The plan text and the company’s press release are filed with the SEC (Exhibits 10.1 and 99.1) for investors to review the specific terms and potential impacts.