AMERISERV FINANCIAL INC /PA/ 8-K

What Happened

• AmeriServ Financial, Inc. (ASRV) filed an 8-K disclosing an Amended and Restated Consulting Agreement with SB Value Partners, L.P., effective January 6, 2026 (original consulting agreement dated April 15, 2025). Under the amendment the company expanded Phase II consulting services and agreed to issue 350,000 shares to the Advisor and 83,000 shares to certain employees/affiliates (433,000 shares total). As of the amendment date the Advisor beneficially owned 1,274,551 shares (7.7%); after issuance it will own ~1,645,051 shares (9.7%).

Key Details

• Agreement dates: Original consulting agreement April 15, 2025; amended January 6, 2026; agreement remains in effect until earlier of April 15, 2029 or termination of the Cooperation Agreement.
• Shares issued: 350,000 shares to SB Value Partners and 83,000 employee incentive shares (total 433,000 shares). Advisor ownership increases to ~9.7% of outstanding common stock.
• Cash and reimbursements: $20,000 per month payable to the Advisor during the Phase II Consulting Period; up to $20,000 per month reimbursement for base salaries/benefits of two seconded SBV employees; additional incentive cash payments for specific tasks and reimbursement of reasonable out-of-pocket expenses.
• Consulting scope & staffing: Phase II services (Jan 6–Jun 30, 2026, auto-extended in six-month increments) include business development plans, revenue/AUM/cash goals, KPIs and reporting, performance policies, and shareholder relations advice. Two senior SBV employees will be seconded full-time, on-site majority two weeks per month.
• Transfer restrictions & buyback right: SBV Shares are restricted from transfer until the later of Dec 31, 2027 or end of the Phase II period; Current SBV Shares restricted until Phase II ends. For one year after the applicable restriction date, AmeriServ has a right to buy Offered Shares at a price equal to the 10-day volume-weighted average closing price prior to a transfer notice.

Why It Matters

• Dilution & ownership: The issuance of 433,000 shares increases the Advisor’s stake to roughly 9.7%, which is material for shareholder composition and potential voting influence. New shares may modestly dilute existing holders.
• Strategic engagement: The agreement formalizes a deeper, staffed consulting role focused on revenue/AUM targets, KPIs, and business-line development — indicating active involvement by the advisor in operations and growth initiatives.
• Liquidity & control effects: Transfer restrictions and the company’s repurchase right limit SB Value Partners’ ability to sell shares immediately, which stabilizes ownership in the near term but also concentrates influence with the Advisor until restrictions expire.

Keywords: consulting agreement, shares issued, dilution, ownership, SB Value Partners, AmeriServ, ASRV, corporate advisory.