UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

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[ ]		Filed by a party other than the Registrant
		Check the appropriate box:
[ ]		Preliminary Proxy Statement

[ ]		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

[x]		Definitive Proxy Statement

[ ]		Definitive Additional Materials

[ ]		Soliciting Material Under Rule 240.14a-12

Citizens Financial Services, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[x]		No fee required.


[ ]		Fee paid previously with preliminary materials.

[ ]		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

CITIZENS FINANCIAL SERVICES, INC.

15 South Main Street

Mansfield, Pennsylvania 16933

570-662-2121

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON APRIL 21, 2026

NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders (the “Annual Meeting”) of Citizens Financial Services, Inc. (the “Company”) will be held at First Citizens Community Bank, 11499 Route 6, Wellsboro, Pennsylvania, at 10:00 a.m., local time, on Tuesday, April 21, 2026, for the following purposes:

1.	To elect five Class 3 directors to serve for three-year terms, and until their successors are duly elected and qualified;

2.	To ratify the appointment of S.R. Snodgrass, P.C., Certified Public Accountants, as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2026;

3.	To approve the Citizens Financial Services, Inc. 2026 Equity Incentive Plan;

4.	To approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers as disclosed in this proxy statement; and

5.	To transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.

NOTE: The Board of Directors is not aware of any other business to come before the meeting.

Record holders of the Company’s common stock at the close of business on March 2, 2026 are entitled to receive notice of the Annual Meeting and any adjournment or postponement of the meeting.

Instead of mailing a printed copy of our proxy materials, including our 2025 Annual Report to Shareholders, to each shareholder of record, we are providing access to these materials via the Internet. This reduces the amount of paper necessary to produce these materials, as well as the costs associated with mailing these materials to all shareholders.

Accordingly, on March 12, 2026, we began mailing the Notice of Internet Availability of Proxy Materials (the “Notice”), or our proxy statement if you previously elected to receive a printed copy of the materials, to all shareholders of record as of March 2, 2026 and posted our proxy materials on the website referenced in the Notice (www.proxyvote.com). As more fully described in the Notice, all shareholders may choose to access our proxy materials on the website referred to in the Notice or may request a printed set of our proxy materials. The Notice and website provide information regarding how you may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis.

If you previously elected to receive a printed copy of the materials, we have enclosed a copy of our 2025 Annual Report to Shareholders with this Notice and Proxy Statement.

BY ORDER OF THE BOARD OF DIRECTORS

Randall E. Black

Chief Executive Officer and President

March 12, 2026

Mansfield, Pennsylvania

IMPORTANT: The prompt return of proxies will save the Company the expense of further requests for proxies in order to ensure a quorum. Shareholders of record may submit a proxy by Internet or by requesting a printed copy of the proxy materials and using the enclosed proxy card. You can also vote in person during the Annual Meeting. Voting instructions are printed on your proxy card or vote authorization.

Table of Contents

			Page
GENERAL INFORMANTION ABOUT VOTING
	Who Can Vote at the Meeting		1
	Attending the Meeting		1
	Quorum and Vote Required		1
		Quorum	1
		Votes Required for Proposals	1
		How We Count Votes	2
	Voting By Proxy		2

CORPORATE GOVERNANCE AND BOARD MATTERS
	Director Independence		3
	Board Leadership Structure and Board’s Role in Risk Oversight.		3
	Code of Ethics		3
	Committees of the Board of Directors		4
	Audit and Examination Committee		4
	Compensation/Human Resource Committee.		4
	Goveranance and Nominating Committee		5
	Governance and Nominating Committee Procedures.		6
		Minimum Qualifications	6
		Process for Identifying and Evaluating Nominees	6
		Board Diversity	7
		Consideration of Recommendations by Shareholdes	7
		Procedures to be Followed by Shareholders	7
		Board Refreshment	7
		Director Skills Summary	8
		Environmental, Social and Governance	8
		Economic Impact, Community Revitalization and National Recognition	9
		Clawback Policy	10
		Hedging Policy	10
		Insider Trading Policy	10
		Director Compensation	10
		Meetings of the Board of Directors	12
		Meetings of the Regional Board	12
		Attendance at the Annual Meeting	12
		Director Education	12

AUDIT-RELATED MATTERS
	Report of the Audit and Examination Committee.		13
	Audit Fees		14

STOCK OWNERSHIP
	Stock Ownership of Management and Directors.		15
	Stock Ownership of 5% Sharheolders		16

ITEMS TO BE VOTED ON BY SHAREHOLDERS
	Item 1 – Election of Directors.		17-19
	Executive Officers Who Are Not Directors		19
	Item 2 – Ratificatin of Independent Registered Public Accounting Firm		20
	Item 3 – Approval of the Citizens Financial Services, Inc. 2026 Equity Incentive Plan		20-29
	Item 4 – Advisory Vote on Exeuctive Compensation		29

COMPENSATION DISCUSSION AND ANALYSIS
	Overview	30
	Executive Summary	30
	Fiscal Year 2025 Company Performance	30
	Fiscal Year 2025 Compensation Decisions	31
	Say-on-Pay	32
	Compensation Philosophy	32
	Elements of Our Compensation and Benefits Program	32
	Base Salary	33
	Performance-Based Compensation	33
	Performance Measures Under the Annual Incentive Plan for 2025	34
	Long-Term Equity Incentives/Stock Grant Practices	34
	Retirement Benefits	35
	Employement Agreement and Change in Control Serverance Agreements	35
	Role of Compensation/Human Resoure Committee	36
	Role of Management	36
	Role of Compensation Consultant	36
	Peer Group	37
	Executive Perquisities	37
	Stock Ownership Guidelines	37
	Tax and Accounting Considerations	37

EXECUTIVE COMPENSATION
	Summary Compensation Table	38
	CEO Pay Ratio	39
	Pay Versus Performance	39-41
	Relationship Between Pay and Performance	41
	Employement Agreement	43
	Change in Control Severance Agreements	44
	Grants of Plan-Based Awards During 2025	44
	Outstanding Equity Awards at December 31, 2025	46
	Stock Awards Vested During 2025	46
	Retirement Benefits	47
	Pension Benefits at December 31, 2025	48
	Potential Post-Termination Benefits	49-52

OTHER INFORMATION RELATING TO DIRECTORS AND EXECUTIVE OFFICERS		53-54

SUBMISSIONS OF BUSINESS PROPOSALS AND SHAREHOLDER NOMINATIONS		54

SHAREHOLDER COMMUNICATIONS		55

MISCELLANEOUS		55

APPENDIX A – CITIZENS FINANCIAL SERVICES, INC. 2026 EQUITY INCENTIVE PLAN		56

APPENDIX B – RECONCILIATION OF NON-GAAP TO GAAP MEASURES		57

PROXY CARD		58-59

_____________________________________________________________________________________________

PROXY STATEMENT

CITIZENS FINANCIAL SERVICES, INC.

_____________________________________________________________________________________________

This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Directors (the “Board”) of Citizens Financial Services, Inc., (the “Company”), a Pennsylvania corporation headquartered at 15 South Main Street, Mansfield, Pennsylvania 16933, to be used at the Annual Meeting of Shareholders (the “Annual Meeting”). The Annual Meeting will be held at First Citizens Community Bank, 11499 Route 6, Wellsboro, Pennsylvania, on Tuesday, April 21, 2026 at 10:00 a.m. local time. The Proxy Statement, Notice of Internet Availability of Proxy Materials and the proxy card were first made available on March 12, 2026 to shareholders of record as of March 2, 2026.

GENERAL INFORMATION ABOUT VOTING

Who Can Vote at the Meeting

You are entitled to vote your shares of the Company’s common stock only if the records of the Company show that you held your shares as of the close of business on March 2, 2026 (the “Record Date”). As of the close of business on the Record Date, a total of 4,807,219 shares of common stock were outstanding. Each share of common stock has one vote.

Attending the Meeting

If your shares are registered directly in your name, you are the holder of record of these shares and we are sending these proxy materials directly to you. As the holder of record, you have the right to give your proxy directly to us by voting via the Internet or by mail (if you request a printed copy of the proxy materials and use the enclosed proxy card) or to vote in person at the meeting.

If you are the beneficial owner of the Company’s common stock held by a broker, bank or other nominee (i.e., in “street name”), you will need proof of your ownership of such stock to be admitted to the meeting. A recent brokerage statement or letter from a bank or broker are examples of proof of ownership. If you want to vote your shares of the Company’s common stock held in street name in person at the meeting, you must obtain a written proxy in your name from the broker, bank or other nominee who is the record holder of your shares.

Quorum and Vote Required

Quorum. The Annual Meeting will be held only if there is a quorum. A quorum exists if a majority of the outstanding shares of common stock entitled to vote is represented at the meeting.

Votes Required for Proposals. In voting for the election of directors, you may vote in favor of all nominees, withhold votes as to all nominees or withhold votes as to specific nominees. There is no cumulative voting for the election of directors. Directors must be elected by a plurality of the votes cast at the Annual Meeting. The term “plurality” means that the five nominees for Class 3 director receiving the largest number of votes cast will be elected as Class 3 directors.

In voting for the ratification of the appointment of S.R. Snodgrass, P.C., Certified Public Accountants (“S.R. Snodgrass, P.C.”), as our independent registered public accounting firm, on the Citizens Financial Services, Inc. 2026 Equity Incentive Plan, or on the non-binding, advisory vote to approve the compensation of the Company’s named executive officers, you may vote in favor of the proposal, against the proposal or abstain from voting. Each of these proposals will be decided by the affirmative vote of a majority of the votes cast at the Annual Meeting.

How We Count Votes. If you return valid proxy instructions, vote via the Internet, or attend the meeting in person, your shares will be counted for purposes of determining whether there is a quorum, even if you abstain from voting. Shares held by brokers and other nominees as to which they have not received voting instructions from the beneficial owners and lack the discretionary authority to vote on a particular matter are called “broker non-votes” and will be counted for purposes of determining the existence of a quorum.

In the election of directors, votes that are withheld and broker non-votes will have no effect on the outcome of the election.

In counting votes on the proposal to ratify the selection of the independent registered public accounting firm, abstentions will have no effect on the outcome of this proposal.

In counting votes on the proposal to approve the Citizens Financial Services, Inc. 2026 Equity Incentive Plan, abstentions and broker non-votes will have no effect on outcome of this proposal.

In counting votes on the proposal to approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers, abstentions and broker non-votes will have no effect on the outcome of this proposal.

Voting By Proxy

The Board is making available this Proxy Statement for the purpose of requesting that you allow your shares of the Company’s common stock to be represented at the Annual Meeting by the persons named in the proxy card. All shares of common stock represented at the Annual Meeting by properly executed and dated proxy cards will be voted according to the instructions indicated on the proxy card or as indicated when you vote via the Internet. If you sign, date and return a proxy card without giving voting instructions, your shares will be voted as recommended by the Board.

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE:

•	“FOR” THE ELECTION OF THE FIVE CLASS 3 DIRECTORS TO SERVE FOR THREE-YEAR TERMS, AND UNTIL THEIR SUCCESSORS ARE DULY ELECTED AND QUALIFIED;

•	“FOR” RATIFICATION OF S.R. SNODGRASS, P.C. AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM;

•	“FOR” THE APPROVAL OF THE CITIZENS FINANCIAL SERVICES, INC. 2026 EQUITY INCENTIVE PLAN; AND

•	“FOR” THE APPROVAL, ON A NON-BINDING ADVISORY BASIS, OF THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS.

If any matter not described in this Proxy Statement is properly presented at the Annual Meeting, the persons named on the proxy card will use their own best judgment to determine how to vote your shares. The Company does not know of any other matters to be presented at the Annual Meeting.

You may revoke your proxy at any time before the vote is taken at the meeting. To revoke your proxy, you must either advise the Secretary of the Company in writing before your common stock has been voted at the Annual Meeting, deliver a signed later-dated proxy, vote on a later date via the Internet, or attend the meeting and vote your shares in person. Please note all votes cast via the Internet must be cast prior to 11:59 p.m. Eastern Time on April 20, 2026. Attendance at the Annual Meeting will not in itself constitute revocation of your proxy.

If your common stock is held in “street name,” you will receive instructions from your broker, bank or other nominee that you must follow in order to have your shares voted. Your broker, bank or other nominee may allow you to deliver your voting instructions via telephone or the Internet. Please see the instruction form provided by your broker, bank or other nominee that accompanies this Proxy Statement.

CORPORATE GOVERNANCE AND BOARD MATTERS

Director Independence

The Board currently consists of thirteen members, all of whom are independent under the listing standards of the Nasdaq Stock Market, except for Mr. Black who is Chief Executive Officer and President of the Company and of First Citizens Community Bank (the “Bank”), David Z. Richards, Jr., who is a Senior Executive Vice President of the Bank, and Mr. Mickey L. Jones, who is a former Senior Executive Vice President of the Company and of the Bank, having retired in June 2024. In determining the independence of its directors, the Board considered transactions, relationships and arrangements between the Company and its directors that are not required to be disclosed in this Proxy Statement under the heading “Transactions with Related Persons,” considering the loans or lines of credit that the Bank has directly or indirectly made to Messrs. Bower, Chappell, Freeman, Graham, Kunes, Landy, Osborne, and Painter.

Board Leadership Structure and Board’s Role in Risk Oversight

The Company’s Corporate Governance Policy gives the Board of Directors the discretion to separate the offices of Chairman of the Board and the Chief Executive Officer and President or to combine them, recognizing that facts and circumstances may make one structure more advisable at any given time. Currently, the Board of Directors has determined that the separation of the offices of Chairman of the Board and Chief Executive Officer and President enhances Board independence and oversight. Moreover, the separation of the Chairman of the Board and Chief Executive Officer and President allows the Chief Executive Officer and President to better focus on the responsibilities of running the Company, enhancing shareholder value and expanding and strengthening our franchise while allowing the Chairman of the Board to lead the Board in its fundamental role of providing advice to and independent oversight of management. Consistent with this determination, R. Joseph Landy serves as Chairman of the Board of Directors while Randall E. Black serves as Chief Executive Officer and President and as Vice Chairman of the Board of Directors.

Risk is inherent with every business, and how well a business manages risk can ultimately determine its success. We face a number of risks, including credit risk, interest rate risk, liquidity risk, operational risk, strategic risk and reputation risk. Management is responsible for the day-to-day management of the risks the Company faces, while the Board, as a whole and through its committees, has responsibility for the oversight of risk management. In its risk oversight role, the Board of Directors has the responsibility to satisfy itself that the risk management processes designed and implemented by management are adequate and functioning as designed. To do this, the Chairman of the Board meets regularly with management to discuss strategy and risks facing the Company. Senior management attends Board meetings and is available to address any questions or concerns raised by the Board on risk management and any other matters. The Chairman of the Board and independent members of the Board work together to provide strong, independent oversight of the Company’s management and affairs through its standing committees and, when necessary, special meetings of independent directors. The Board periodically meets in executive session without management present. Topics for discussion may include the evaluation of the Chief Executive Officer and President, management succession planning, strategic planning, and such other matters as they may deem appropriate. In 2025, the Board held five executive sessions.

Rinaldo DePaola serves as Lead Independent Director for the Company and the Bank Boards of Directors. This appointment of a Lead Independent Director resulted from the Board’s decision to follow best corporate practices. In 2025, the independent directors of the Board held two meetings.

Code of Ethics

The Company and the Bank have adopted a Code of Ethics that is designed to ensure that the Company’s and Bank’s directors, executive officers and employees meet the highest standards of ethical conduct. The Code of Ethics requires that the Company’s and Bank’s directors, executive officers and employees avoid conflicts of interest, comply with all laws and other legal requirements, conduct business in an honest and ethical manner and otherwise act with integrity and in the Company’s and Bank’s best interest. Under the terms of the Code of Ethics, directors, executive officers and employees are required to report any conduct that they believe in good faith to be an actual or apparent violation of the Code of Ethics. The Code of Ethics is available in the Corporate Governance section of our website (www.firstcitizensbank.com).

Committees of the Board of Directors

The following table identifies the members of our Audit and Examination, Compensation/Human Resource, and Governance and Nominating Committees as of March 2, 2026. All members of each committee are independent in accordance with the listing standards of the Nasdaq Stock Market. Based on the number of independent directors currently serving on the Compensation/Human Resource Committee and Governance and Nominating Committee, the Company believes that the functions of these committees are sufficiently performed by the current members. The Board’s Audit and Examination, Compensation/Human Resource, and Governance and Nominating Committees each operate under a separate written charter that is approved by the Board of Directors. Each committee reviews and reassesses the adequacy of its charter at least annually. The charters of all three committees are available in the Corporate Governance section of our website (www.firstcitizensbank.com).

Director	Audit and Examination Committee		Compensation/ Human Resource Committee		Governance and Nominating Committee
Joseph B. Bower, Jr.	X		X		X
Robert W. Chappell			X	*	X
Rinaldo A. DePaola			X		X	*
Thomas E. Freeman	X	*	X		X
Roger C. Graham, Jr.	X
Janie M. Hilfiger	X				X
Mickey L. Jones			X
R. Joseph Landy			X		X
Christopher W. Kunes			X		X
Terry B. Osborne	X
John P. Painter II	X

Number of Meetings in 2025	6		6		12

* Denotes Chairperson

Audit and Examination Committee. The Audit and Examination Committee oversees the Company’s accounting and financial reporting processes. It meets periodically with the independent registered public accounting firm, management and the internal auditors to review accounting, auditing, internal control structure and financial reporting matters. Joseph Bower serves as the audit committee financial expert as defined by the rules of the Securities and Exchange Commission (the “SEC”). The Board of Directors believes that each Audit and Examination Committee member has sufficient knowledge in financial and auditing matters to serve on the committee. The committee has the authority to engage legal counsel or other experts or consultants as it deems appropriate to carry out its responsibilities. The report of the Audit and Examination Committee required by the rules of the SEC is included in this proxy statement. See “Report of the Audit and Examination Committee.”

Compensation/Human Resource Committee. The Compensation/Human Resource Committee is appointed by the Board to assist the Board in developing compensation philosophy, criteria, goals and policies for the Company’s executive officers that reflect the values and strategic objectives of the Company and its affiliates that align their interests with the interests of the stockholders. The Compensation/Human Resource Committee administers the Company’s compensation plans, including the annual incentive plan, equity incentive plan, and tax-qualified defined benefit plan. The Compensation/Human Resource Committee reviews and evaluates the terms of employment and change in control severance agreements for our executive officers.

Consistent with SEC disclosure requirements, the Compensation/Human Resource Committee has assessed the Company’s compensation programs and has concluded that our compensation policies and practices do not create risks that are reasonably likely to have a material adverse effect on the Company or its affiliates. Our risk assessment process includes: (1) a review of program policies and practices; (2) a program analysis to identify risk; and (3) determinations as to the sufficiency of risk identification, the balance of potential risk to potential reward, risk control and the support of the programs and their risks to Company strategy. Although we review all compensation programs, we focus on the programs with variability of payout, with the ability of a participant to directly affect payout and the controls on participant action and payout.

Based on the foregoing, we believe that our compensation policies and practices do not create inappropriate or unintended significant risk to the Company or our affiliates. We also believe that our incentive compensation arrangements provide incentives that do not encourage risk-taking beyond the organization’s ability to effectively identify and manage significant risks, are compatible with effective internal controls and are supported by the oversight and administration of the Compensation/Human Resource Committee with regard to executive compensation programs.

During 2024, the Compensation/Human Resource Committee retained and consulted with Blanchard Consulting Group, an executive compensation and benefits consulting firm of national scope and reputation, to advise it in connection with executive compensation decisions for 2025.

Governance and Nominating Committee. The Governance and Nominating Committee takes a leadership role in shaping governance policies and practices, including recommending to the Board of Directors the corporate governance policies and guidelines that should be adopted by the Company and monitoring compliance with these policies and guidelines. In addition, the Governance and Nominating Committee is responsible for identifying individuals qualified to become Board members, considering the candidates recommended by shareholders for Board membership, and recommending to the Board the director nominees for election at the next Annual Meeting of Shareholders. It manages the Board’s annual review of its performance and recommends director candidates for each committee for appointment by the Board. The procedures of the Governance and Nominating Committee required to be disclosed by the rules of the SEC are set forth below.

In order to measure and improve director effectiveness, a yearly self-evaluation is used by the Board to determine each member’s effectiveness and identify opportunities for improvement. The performance of individual directors is assessed against a range of criteria, including but not limited to: performance, relevant knowledge, engagement, individual contributions, leadership and group dynamics, and community involvement. The Governance and Nominating Committee annually oversees and reports to the Board an evaluation of the Board’s performance. The process includes:

Director Questionnaire:	Board members complete a detailed questionnaire which (a) provides for quantitative ratings in key areas, and (b) seeks subjective comment in each of those areas. When answering the questions, each Board member ranks all other peer Board members, as well as themselves.
Frequency:	Annually.
Completed By:	All members of the Board.
Findings:	The third-party consultant provides a written summary report based on the data analysis and feedback from the directors. The findings are made available to the Governance & Nominating Committee. Each director is able to see their own score, and the Board median score. If any director receives three or more average or below ratings (identified as 5 or below), representatives of the Governance & Nominating Committee will talk to the director and determine what is needed to remedy the situation. If a director’s overall average score is a 5 or below, representatives of the Governance and Nominating Committee will talk to the director and determine what is needed to remedy the situation. Any question that 3 or more directors score 5 or below is determined to be a board weakness and representatives of the Governance and Nominating Committee will determine, after consultation with management and/or consultants, what education or resource is needed to improve the score.

Presentation & Recommendations:

The final summary report is reviewed and discussed with the Governance & Nominating Committee by a representative of BoardEvals, LLC. The Governance & Nominating Committee will then make a summary report to the full Board.

Governance and Nominating Committee Procedures

Minimum Qualifications. The Governance and Nominating Committee has adopted a set of criteria that it considers when it selects individuals to be nominated for election to the Board of Directors. A candidate must meet the eligibility requirements set forth in the Company’s Articles of Incorporation and Bylaws, and must meet any qualification requirements set forth in any Board or committee governing documents. In particular, to encourage directors to demonstrate confidence and support of the Company, the Board of Directors has adopted a stock ownership requirement whereby each Company director shall beneficially own an amount of Company common stock equal to the greater of (i) three times the previous year’s cash retainer, based on the Company’s common stock price on the previous December 31, or (ii) 1,000 unencumbered shares. In addition, to support our Board refreshment goals, our Bylaws provide no person will be eligible for election, reelection, appointment or reappointment to the Board if such person has reached 72 years of age or older on or prior to such election, reelection, appointment or reappointment. Any director who reaches 72 years of age during their term is entitled to serve out the remainder of that term.

The Governance and Nominating Committee considers the following criteria in selecting nominees for initial election or appointment to the Board: financial, regulatory and business experience; familiarity with and participation in the local community; integrity, honesty and reputation; dedication to the Company and its shareholders; independence; and any other factors the Governance and Nominating Committee deems relevant, including residence, geographies, size of the Board of Directors and regulatory disclosure obligations. In order to ensure that our Board of Directors benefits from diverse perspectives, the Governance and Nominating Committee will seek qualified nominees from a variety of backgrounds, including candidates of age, gender and ethnic diversity. Further, when identifying nominees to serve as directors, the Governance and Nominating Committee seeks to create a Board that is strong in its collective knowledge and has a diversity of skills and experience with respect to accounting and finance, management and leadership, vision and strategy, business operations, business judgment, industry knowledge, agri-business experience and knowledge, current or previous SEC filing company board experience, and corporate governance.

In addition, prior to nominating an existing director for re-election to the Board of Directors, the Governance and Nominating Committee considers and reviews an existing director’s Board and committee attendance and performance, length of Board service, experience, skills and contributions that the existing director brings to the Board, equity ownership in the Company, Board self-evaluation, and independence.

Process for Identifying and Evaluating Nominees. The process the Governance and Nominating Committee follows when it identifies and evaluates individuals to be nominated for election to the Board of Directors is as follows:

Identification. For purposes of identifying nominees for the Board of Directors, the Governance and Nominating Committee relies on personal contacts of the committee and other members of the Board of Directors as well as its knowledge of members of the Bank’s local communities. The Governance and Nominating Committee will also consider director candidates recommended by shareholders in accordance with the policy and procedures set forth above. The Governance and Nominating Committee has not previously used an independent search firm in identifying nominees.

Evaluation. In evaluating potential nominees, the Governance and Nominating Committee determines whether the candidate is eligible and qualified for service on the Board of Directors by evaluating the candidate under the selection criteria set forth above. In addition, the Governance and Nominating Committee will conduct a check of the individual’s background and interview the candidate.

Board Diversity. In order to ensure that our Board of Directors benefits from diverse perspectives, our Board of Directors and the Nominating and Corporate Governance Committee seek qualified nominees from a variety of backgrounds, including candidates of age, gender and ethnic diversity.

Consideration of Recommendations by Shareholders. It is the policy of the Governance and Nominating Committee of the Board of Directors of the Company to consider director candidates recommended by shareholders who appear to be qualified to serve on the Company’s Board of Directors. The Governance and Nominating Committee may choose not to consider an unsolicited recommendation if no vacancy exists on the Board and the Governance and Nominating Committee does not perceive a need to increase the size of the Board. In order to avoid the unnecessary use of the Governance and Nominating Committee’s resources, the Governance and Nominating Committee will consider only those director candidates recommended in accordance with the procedures set forth below.

Procedures to be Followed by Shareholders. To submit a recommendation of a director candidate to the Governance and Nominating Committee, a shareholder should submit the following information in writing, addressed to the Secretary of the Company at the main office of the Company:

The name and address of the person recommended as a director candidate;

All information relating to such person that is required to be disclosed in solicitations of proxies for election of directors pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the “Exchange Act”);

The written consent of the person being recommended as a director candidate to be named in the Proxy Statement as a nominee and to serve as a director if elected;

As to the person making the recommendation, the name and address, as they appear on the Company’s books, of such person, and number of shares of common stock of the Company owned by such person; provided, however, that if the person is not a registered holder of the Company’s common stock, the person should submit his or her name and address along with a current written statement from the record holder of the shares that reflects the recommending person’s beneficial ownership of the Company’s common stock; and

5.	A statement disclosing whether the person making the recommendation is acting with or on behalf of any other person and, if applicable, the identity of such person.

In order for a director candidate to be considered for nomination at the Company’s Annual Meeting of Shareholders, the recommendation must be received by the Governance and Nominating Committee at least 120 calendar days prior to the date the Company’s Proxy Statement was released to shareholders in connection with the previous year’s Annual Meeting, advanced by one year.

Board Refreshment. Our Board believes that a fully engaged Board of Directors is a strategic asset of the Company, and that knowledgeable and fresh viewpoints and perspectives are important for informed decision-making. The Board also believes that appropriate tenure can facilitate directors developing greater institutional knowledge and deeper insight into the Company’s operations across a variety of economic and competitive environments.

Even before vacancies arise, the Board periodically evaluates whether it collectively has the right mix of skills, experience, attributes and diverse viewpoints necessary for it to drive shareholder value. The results of this evaluation are used to help inform the desirable skills set for potential Board nominees and to screen director candidates.

At the same time, as part of planning for Board refreshment and director succession, the Governance and Nominating Committee’s practice has been to periodically consider potential director candidates. As a result of this ongoing review, in the last five years alone, the Board has appointed and/or nominated five new directors.

With the Board’s recommended slate of three nominees, the Board believes that it has an appropriately balanced board and will continue to consider opportunities to strengthen the Board’s composition over time. As a group, the average tenure of the nominees for election to the Board is approximately seven years.

Director Skills Summary

Our Board brings diverse experience and perspectives to areas critical to our business. Their collective knowledge ensures appropriate management and risk oversight and supports our strategy of long-term sustainable shareholder value.

Board Skills Matrix

Black

Bower

Chappell

DePaola

Freeman

Graham

Hilfiger

Jones

Kunes

Landy

Osborne

Painter

Richards

Skills and Experience

Financial and Accounting

Audit Committee Financial Expert

CEO/Business Head

Business Skills and Knowledge

Mergers and Acquisitions

Human Capital Management/Compensation

Industry and Technology

Growth and Emerging Technologies

Cybersecurity

Risk Management

Ag Experience

Agri-Business Experience

Environmental

Public Company Governance

Sales and Marketing

Government Policy and Sustainability

Legal, Legislative or Regulatory

Tenure and Independence

Years on Board

Independence

* Mr. Bower joined the Board January 12, 2026.

Environmental, Social and Governance

For over 150 years, the Company has served as a cornerstone of our local communities. We are committed to strengthening these regions through volunteerism, corporate philanthropy, environmental responsibility, and transparent governance. This commitment is overseen by our Environmental, Social, and Governance (“ESG”) Committee, formed in 2021 to ensure that our mission has a positive ethical impact on our employees, customers, and stakeholders.

The ESG Committee directs our efforts across five key pillars:

1. Health and Wellness: We spotlight issues of mind, body, and spirit, engaging employees through monthly awareness topics such as mental health, exercise, and nutrition. In 2025, our team continued the “Pink Day” tradition for Breast Cancer Awareness Month, supporting the American Cancer Society and the PA Breast Cancer Coalition. Through Educational Improvement Tax Credit (“EITC”) donations to the C.A.R.E.S. (Community Advocacy and Research Education for Students) program, we provided students at three regional schools with an immersive day of learning focused on breast cancer science and related STEM careers. Additionally, we celebrated the 26th anniversary of the FCCB Cancer Classic, our signature golf tournament, which has now raised over $320,000 in cumulative donations to support the mission of the American Cancer Society.

2. Environmental Sustainability: We are committed to thoughtfully monitoring and reducing our ecological footprint through sustainable consumption and production. Our strategy includes a rolling replacement plan for motion-activated lighting, LED bulbs, and programmable thermostats to maximize energy efficiency. To reduce paper waste, we have placed greater emphasis on digital banking and electronic delivery of account statements, while also transitioning to reusable products in our offices. Our recycling efforts are headlined by a partnership with TerraCycle for specialized waste, such as batteries and pens, which has successfully diverted 264 pounds of material from landfills to date. Additionally, we provide continuing education to our employees on topics such as climate change and biodiversity to foster a culture of environmental stewardship.

3. Financial Betterment: We remain dedicated to expanding access to financial tools and education. In 2025, the Bank contributed $450,000 to 65 organizations through Pennsylvania’s EITC program, empowering students through scholarships and innovative learning opportunities. In a separate initiative, we provided significant support for the Early College Program at Commonwealth University-Mansfield, which allows qualified high school students from over 50 districts to earn tuition-free college credits. This program continues to show impressive results, with a record cohort of over 573 students enrolled and a graduation rate that significantly exceeds the university’s general student cohort.

4. Team Impact & Engagement (TIE): We cultivate a culture that values differences and supports communities. In 2025, our dedication to inclusion was recognized by the Armed Forces Financial Network (AFFN) for our efforts in fostering community-wide service. This recognition highlights our active commitment to military members and their families. As part of this commitment, FCCB participates in the Veterans Benefits Banking Program (VBBP). This program offers veterans safe, reliable, and affordable options to manage their benefits, directly supporting their economic independence.

5. Volunteerism: We encourage employee engagement through group volunteer events and special days of service. Our employees contribute thousands of hours to local non-profits, including the Salvation Army, Central Pennsylvania Food Bank, and Alzheimer’s Association. Notable 2025 efforts included a Scam Awareness Seminar co-hosted with state officials to protect seniors from financial exploitation and a $10,000 donation to the Sayre Borough playground project, continuing a partnership in that region spanning over 25 years.

Economic Impact, Community Revitalization & National Recognition

The Bank leverages strategic partnerships to drive economic growth and housing stability. We have invested $29.7 million in affordable housing to date, building homes in Philadelphia’s neighborhoods. The Bank also deployed $11 million to power a Delaware housing operator’s strategy, expanding our affordable housing mission. In recognition of our effective use of community products such as Banking On Business and First Front Door, the Bank was honored with FHLBank of Pittsburgh’s 2025 Pillars of the Community Award, the organization’s highest honor.

Additionally, we demonstrated our commitment to the community by supporting:

• Veteran Financial Health: FCCB is a proud participant in the national Veterans Benefits Banking Program (VBBP), which connects service members to secure banking. In 2025, we furthered this mission by launching our specialized Veterans Checking account, which offers waived monthly fees, free nationwide ATM access, and discounted loan closing costs.

• The Revitalization of Downtown Mansfield: We launched a significant effort to revitalize the home of our Corporate Headquarters by acquiring and removing underutilized buildings on Main Street. This clears the way for a consolidated corporate campus, ensuring our Company remains a vital part of the local economy.

The Bank’s consistent performance continues to earn national acclaim. For the second consecutive year, Newsweek named FCCB one of America’s Best Regional Banks (2025) with a 4.5-star rating.

The Company is dedicated to being a financial industry leader in corporate governance and business ethics. Our Board of Directors is composed of Directors with diverse professional and business experience. All of our directors, other than Messrs. Black, Richards and Jones, are independent. Our directors share a commitment to fostering an effective risk environment coupled with a strong internal audit structure. Their unwavering commitment protects our customers, shareholders and reputation. Our Code of Ethics reflects the Company’s expectation for the conduct of our directors, officers and associates. Through recurring training and disclosures, as well as periodic communication related to specific topics, the Company maintains the highest level of ethical conduct.

Clawback Policy

The Company has in place a clawback policy to ensure that executives are not unduly enriched in the event of an accounting restatement. If we are required to prepare an accounting restatement due to material non-compliance of the Company with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period, the Company shall recover the excess incentive compensation received by any covered executive during the three-years from the date it is determined an accounting restatement is required.

In the case of any accounting restatement, the Compensation/Human Resource Committee is required to:

•

review all incentive compensation paid or awarded to covered executives during the recoupment period; and

•

if any incentive compensation would have been lower based on the restatement, to recover the incremental portion of the incentive compensation in excess of what should have been paid based on the restated financials from the covered executive, subject to certain limited exceptions.

Hedging Policy

Pursuant to the Company’s Hedging Policy, no officer, employee or director of the Company may engage in any financial or derivative transaction or trading strategy designed to hedge or offset any decrease in the market value of the Company’s common stock.

Insider Trading Policy

The Company has an Insider Trading Policy that governs trading in the Company’s securities by employees, officers and directors. This policy is designed to promote compliance with insider trading laws, rules and regulations, and any applicable listing standard.

Director Compensation

The following table sets forth information concerning the compensation of non-employee directors during the year ended December 31, 2025. Our employees who serve as directors do not receive additional compensation related to such service.

Name	Fees Earned or Paid in Cash ($)⁽¹⁾	Stock Awards ($)⁽²⁾	All Other Compensation ($)⁽³⁾	Total ($)
Robert W. Chappell	45,935	21,843	1,337	69,115
Rinaldo A. DePaola	45,185	21,843	1,863	68,891
Thomas E. Freeman	45,110	21,843	1,435	68,388
Roger C. Graham, Jr.	45,485	21,843	397	67,725
Janie M. Hilfiger	40,435	21,843	2,090	64,368
Mickey L. Jones⁽⁴⁾	27,625	13,656	374	41,655
Christopher W. Kunes	42,635	21,843	402	64,880
R. Joseph Landy	66,837	21,843	2,212	90,892
Terry B. Osborne	41,060	21,843	9,095⁽⁵⁾	71,998
John P. Painter II	41,350	21,843	3,808	67,001

⁽¹⁾	Includes fees deferred at the election of the non-employee director pursuant to the Directors Deferred Compensation Plan.

⁽²⁾

Reflects the aggregate grant date fair value computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 – Share Based Payment. For Directors, other than Mr. Jones, the amounts were calculated based on the Company’s stock price of $56.87 on December 15, 2025 for 96 shares, $58.03 on September 15, 2025 for 94 shares, $59.60 on June 16, 2025 for 92 shares, and $60.50 on March 17, 2025 for 90 shares. For Mr. Jones, the amounts were calculated based on the Company’s stock price of $56.87 on December 15, 2025 for 96 shares, $58.03 on September 15, 2025 for 94 shares, and $59.60 on June 16, 2025 for 46 shares. For applicable directors, stock award amounts represent fully vested grants of 372 shares of common stock made under the 2016 Equity Incentive Plan and granted in 2025 for Directors Chappell, DePaola, Freeman, Graham, Hilfiger, Kunes, Landy, Osborne and Painter, and fully vested grants of 236 shares of common stock made under the 2016 Equity Incentive Plan and granted in 2025 for Director Jones.

⁽³⁾	Consists of a life insurance benefit, spouse/guest expenses at a bank convention, and holiday gifts.

⁽⁴⁾	Mr. Jones started to receive board fees May 2025.

⁽⁵⁾	Includes a retirement gift valued at $7,000.

The foregoing table reflects the following arrangements:

Fees. During 2025, each of our non-employee directors, other than Mr. Landy, received the following fees for service on our Board of Directors: $675 for attending a board meeting and strategic retreat or training session; $28,375 annual retainer, except for Mr. Jones whose annual retainer was $18,917 due to receiving board fees starting in May 2025; $350 monthly fee for committee meeting attendance; $185 for participation in a Board conference call; and $225 for attending a regional board meeting. Additionally, committee chairpersons for the Credit Committee, the Compensation/Human Resource Committee, and the Governance and Nominating Committee received a $3,000 annual retainer. The Audit and Examination Committee chairperson received a $3,500 annual retainer. Mr. Landy, who serves as the Company’s and the Bank’s Chairman, received a fixed annual fee of $66,837, in lieu of all director’s fees and committee member fees in 2025. Mr. Landy also received the regional board fee of $225 per attended meeting.

Deferred Compensation Plan. The Company maintains the Directors Deferred Compensation Plan as a vehicle for non-employee directors to defer retainers and meeting fees. Participants are eligible for a distribution under the plan upon the earlier of death, disability, or separation from service as a non-employee director of the Company. At the election of each participant, distributions are made in either a lump sum or in a series of five annual installments. In addition, the plan provides for distributions in the event of an unforeseeable emergency as such term is defined under Section 409A of the Internal Revenue Code. Mr. Chappell is currently participating in the plan.

Life Insurance. In addition to these fees, each active non-employee director is provided a $100,000 life insurance benefit. At age 70, the life insurance benefit for active non-employee directors is decreased by 35% to $65,000. Once a director retires, insurance coverage continues but the benefit declines as the age of the retired director increases. Total premiums paid in 2025 for life insurance on behalf of the current and retired directors was $1,729.

Stock Awards. Board stock awards are granted quarterly. On January 21, 2025, the Board approved the 2025 stock award schedule of March 15^th, June 15^th, September 15^th and December 15^th (or next business day if the 15^th is a Saturday, Sunday or holiday) using the 30-day volume weighted average price on said dates. Non-employee directors received fully vested grants of stock under our 2016 Equity Incentive Plan.

Meetings of the Board of Directors

The Board of Directors oversees all of the Company’s business, property and affairs. The Chairman of the Board and the executive officers keep the members of the Board informed of the Company’s business through discussions at Board meetings and by providing them reports and other materials. During 2025, the Company’s Board of Directors held thirteen regular meetings. Each of the directors attended at least 85% of the total number of meetings of the Board and the total number of meetings held by all committees of the Board on which he/she served.

Meetings of the Regional Board

The Board of Directors utilizes regional boards in communities currently served by the Bank. The regional boards are composed of well-respected people from the community, the regional executive, and regional or division presidents, and a member of the Board of Directors (who serves as a non-voting member of the regional board). The Board member serves as a communication link to share, with the regional board, the appropriate information occurring at Board of Directors’ meetings, as well as communicating to the Board of Directors regional board issues and suggestions. Regional boards meet every other month. A fee of $225 is paid for attendance at the regional board meetings.

Attendance at the Annual Meeting

The Company expects its directors to attend annual meetings of shareholders. All 12 directors then serving attended the 2025 Annual Meeting of Shareholders.

Director Education

The Board participated in various FinPro virtual learning webinars which included topics on economic and risk, funding and liquidity, talent management, cybersecurity, examinations, strategic planning, corporate governance, fintech, customer segmentation, and asset quality. In addition, periodic training sessions for the Board occur during regularly scheduled board and committee meetings. Topics covered during these trainings in 2025 included shareholder migration, mortgage awareness, high path avian influenza, Regulation O, information technology, information security, cybersecurity, ransomware, risk management, Community Reinvestment Act lending, fair lending, digital banking, Bank Secrecy Act, anti-money laundering, Office of Foreign Assets Control, capital planning, commercial real estate, agricultural/agribusiness, and regional economic development. Mr. Freeman, Chairman of the Audit and Examination Committee, attended a two-day Corporate Governance Workshop and a two-day Bank Director Forum with topics focused on governance, board and executive leadership, performance and value management, risk oversight, financial strategies, audit and risk, technology, competitive threats and opportunities, and regulatory expectations. Mr. Freeman completed a Bank Director certification online training series. Mr. Black participated in the Washington Summit, PA Bankers Day at the State Capitol, and a bankers’ regulatory visit. Additionally, Directors Black, Chappell, DePaola, Freeman, Hilfiger, Jones, Landy, Osborne, Painter and Richards attended the PA Bankers Annual Convention and participated in educational sessions on risk volatility, investment banking, director succession, the future of banking, compensation trends, roles and responsibilities of bank directors, cybersecurity and AI, and leadership lessons.

AUDIT-RELATED MATTERS

Report of the Audit and Examination Committee

The Audit and Examination Committee met with management periodically during the year to consider the adequacy of the Company’s internal controls and the objectivity of its financial reporting. The Audit and Examination Committee discussed these matters with the Company’s independent registered public accounting firm and with appropriate Company financial personnel and internal auditors. The Audit and Examination Committee also discussed with the Company’s senior management and independent registered public accounting firm the process used for certifications by the Company’s Chief Executive Officer and Chief Financial Officer which are required for certain Company filings with the SEC.

The Audit and Examination Committee meets with the independent registered public accounting firm, the internal auditors, the Chief Financial Officer, the Chief Operating Officer, and the Risk/Compliance Officer on a number of occasions, each of whom has unrestricted access to the Audit and Examination Committee.

Management has primary responsibility for the Company’s financial statements and the overall reporting process, including the Company’s system of internal controls.

The independent registered public accounting firm audited the annual financial statements prepared by management, expressed an opinion as to whether those financial statements fairly present the financial position, results of operations and cash flows of the Company in conformity with U.S. generally accepted accounting principles and discussed with the Audit and Examination Committee any issues the independent registered public accounting firm believed should be raised with the Audit and Examination Committee.

The Audit and Examination Committee reviewed with management and S.R. Snodgrass, P.C. the Company’s audited financial statements, as well as the audit of management’s assessment of internal control over financial reporting and met separately with both management and S.R. Snodgrass, P.C. to discuss and review those financial statements and reports prior to issuance. Management has represented, and S.R. Snodgrass, P.C. has confirmed, to the Audit and Examination Committee, that the financial statements were prepared in accordance with U.S. generally accepted accounting principles.

The Audit and Examination Committee has received the written disclosures and the letter from S.R. Snodgrass, P.C. required by applicable requirements of the Public Company Accounting Oversight Board regarding S.R. Snodgrass, P.C.’s communications with the Audit and Examination Committee concerning independence, and has discussed with S.R. Snodgrass, P.C. its independence. The Audit and Examination Committee also discussed with S.R. Snodgrass, P.C. matters required to be discussed by the Public Company Accounting Oversight Board Auditing Standard No. 1301. The Audit and Examination Committee implemented a procedure to monitor auditor independence, reviewed audit and non-audit services performed by S.R. Snodgrass, P.C., and discussed with the auditors their independence.

In reliance on these reviews and discussions referred to above, the Audit and Examination Committee recommended to the Board of Directors that the Company’s audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, for filing with the SEC. The Audit and Examination Committee and the Board have also recommended the selection of S.R. Snodgrass, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

The Audit and Examination Committee

of Citizens Financial Services, Inc. and First Citizens Community Bank

Thomas E. Freeman (Chairman)

Joseph B. Bower, Jr.

Roger C. Graham, Jr.

Janie M. Hilfiger

Terry B. Osborne

John P. Painter II

Audit Fees

The following table sets forth the fees billed to the Company for the fiscal years ended December 31, 2025 and 2024, respectively, by S.R. Snodgrass, P.C.:

	Year Ended December 31,
	2025	2024
Audit Fees⁽¹⁾	$316,247	$311,088
Audit-Related Fees	-	-
Tax Service Fees⁽²⁾	$18,592	$18,268
All Other Fees⁽³⁾	$15,840	$79,364
TOTAL	$350,679	$408,720

⁽¹⁾	Audit fees consist of fees for professional services rendered for the audit of the Company’s financial statements and internal controls over financial reporting and review of financial statements included in the Company’s quarterly SEC reports, a S-8 consent, and compliance audits required by HUD.

⁽²⁾	Tax service fees consist of compliance fees for the preparation of original tax returns.

⁽³⁾	All other fees include facilitation of strategic planning sessions with management and the Board of Directors.

The Audit and Examination Committee is responsible for appointing and overseeing the work of the independent auditing firm. In accordance with its charter, the Audit and Examination Committee approves, in advance, all audit and permissible non-audit services to be performed by the independent auditing firm. Such approval process ensures that the external auditor does not provide any non-audit services to the Company that are prohibited by law or regulation.

In addition, the Audit and Examination Committee has established a policy regarding pre-approval of audit and permissible non-audit services provided by the independent auditing firm. Management’s requests that particular services by the independent auditing firm be pre-approved under the auditor services policy must be specific as to the particular services to be provided.

The request may be made with respect to either specific services or a type of service for predictable or recurring services.

During the year ended December 31, 2025, all audit and non-audit services were approved, in advance, by the Audit and Examination Committee in compliance with these procedures.

STOCK OWNERSHIP

Stock Ownership of Management and Directors

The following table sets forth the information concerning the number of shares of Company common stock beneficially owned, as of March 2, 2026, by each director continuing in office, by each nominee for director, by each named executive officer in the compensation table set forth later in this proxy statement, and by all directors and executive officers as a group. A person may be considered to beneficially own any shares of common stock over which he or she has, directly or indirectly, sole or shared voting or investment power. Unless otherwise indicated, none of the shares listed are pledged as security, and each of the named individuals has sole voting power and sole investment power with respect to the number of shares shown.

Name of Beneficial Owner	Amount and Nature of Beneficial Ownership		Percent of Class
Randall E. Black	45,903	⁽¹⁾	*
Joseph B. Bower, Jr.	1,834		*
Robert W. Chappell	12,683		*
Rinaldo A. DePaola	18,779	⁽²⁾	*
Thomas E. Freeman	12,972	⁽³⁾	*
Roger C. Graham, Jr.	68,679	⁽⁴⁾	1.4%
Stephen J. Guillaume	4,656	⁽⁵⁾	*
Janie M. Hilfiger	3,656	⁽⁶⁾	*
Mickey L. Jones	14,798	⁽⁷⁾	*
Christopher W. Kunes	12,898		*
R. Joseph Landy	27,955	⁽⁸⁾	*
Terry B. Osborne	13,173	⁽⁹⁾	*
John P. Painter II	2,738	⁽¹⁰⁾	*
David Z. Richards, Jr.	1,508		*
Jeffrey R. White	1,686	⁽¹¹⁾	*
Jeffrey L. Wilson	8,225	⁽¹²⁾	*
Executive Officers and Directors as a Group (18 persons)	266,092	⁽¹³⁾	5.5%

* Less than 1%.

⁽¹⁾	Mr. Black beneficially owns 2,330 shares individually, 43,257 shares jointly with his spouse, and 316 shares are held by his spouse.

⁽²⁾	Mr. DePaola beneficially owns 7,420 shares individually, 9,174 shares jointly with his spouse, and his remaining 2,185 shares are held by his spouse.

⁽³⁾	Mr. Freeman beneficially owns 12,972 shares jointly with his spouse. Of the 12,972 jointly owned shares, 4,000 shares are pledged as collateral on a loan.

⁽⁴⁾	Of the 68,679 beneficially owned shares, 5,015 shares are pledged as collateral on a loan.

⁽⁵⁾	Includes 631 shares of restricted stock for which Mr. Guillaume has voting but not investment power. Of the 4,656 beneficially owned shares, 1,280 shares are pledged as collateral on a loan.

⁽⁶⁾	Mrs. Hilfiger beneficially owns 3,061 shares individually, and 595 shares jointly with her spouse.

⁽⁷⁾	Mr. Jones beneficially owns 431 shares individually, 13,487 shares jointly with his spouse, and 880 shares are held by his spouse.

⁽⁸⁾	Mr. Landy beneficially owns 19,005 shares individually, and 8,950 shares jointly with his spouse.

⁽⁹⁾	Mr. Osborne beneficially owns 13,173 shares jointly with his spouse. Of the 13,173 jointly owned shares, 3,477 shares are pledged as collateral on a loan.

⁽¹⁰⁾	Of the 2,738 beneficially owned shares, 800 shares are pledged as collateral on a loan.

⁽¹¹⁾	Mr. White beneficially owns 1,674 shares, and 12 shares are held within the same household. Of the 1,674 beneficially owned shares, 1,152 shares are restricted for which Mr. White has voting but not investment power.

⁽¹²⁾	Mr. Wilson beneficially owns 2,791 shares individually, and 5,434 shares jointly with his spouse. Includes 114 shares of restricted stock held by his spouse for which there is voting but not investment power.

⁽¹³⁾	Includes 626 shares of restricted stock beneficially owned by executive officers not individually listed in the table for which the executive officer has voting but not investment power.

Stock Ownership of 5% Shareholders

The following table presents common stock ownership information for persons known to us to beneficially own more than 5% of the Company’s stock as of the record date of March 2, 2026.

Name of Beneficial Owner	Amount and Nature of Beneficial Ownership		Percent of Class
BlackRock, Inc.	281,347	⁽¹⁾	5.9%
The Vanguard Group	238,583	⁽²⁾	5.0%

⁽¹⁾

Based on a Schedule 13G filed on January 29, 2024 by BlackRock, Inc. (“BlackRock”), which listed its address as 50 Hudson Yards, New York, NY 10001. BlackRock possesses sole voting power with respect to 276,512 shares of common stock and possesses sole dispositive power with respect to 281,347 shares of common stock. BlackRock has indicated that it filed the Schedule 13G on behalf of the following subsidiaries: BlackRock Advisors, LLC, BlackRock Asset Management Canada Limited, BlackRock Fund Advisors, BlackRock Institutional Trust Company, National Association, BlackRock Financial Management, Inc. and BlackRock Investment Management, LLC.

⁽²⁾

Based on a Schedule 13G/A filed on November 12, 2024 by The Vanguard Group (“Vanguard”), which listed its address as 100 Vanguard Boulevard, Malvern, Pennsylvania 19355. Vanguard possesses sole voting power with respect to 0 shares of common stock and possesses sole dispositive power with respect to 234,799 shares of common stock. Vanguard has indicated that it filed the Schedule 13G/A on behalf of its clients.

ITEMS TO BE VOTED ON BY SHAREHOLDERS

Item 1 Election of Directors

The Company’s Board of Directors consists of thirteen members. The Board is divided into three classes with three-year staggered terms, known as Class 1, Class 2 and Class 3. The Class 3 directors to be elected at this Annual Meeting will serve for three-year terms. The remaining Class 1 and Class 2 directors will continue to serve for one and two years, respectively, in order to complete their three-year terms.

The Board of Directors fixed the number of directors in Class 3 at five and has nominated Randall E. Black, Joseph B. Bower, Jr., Rinaldo A. DePaola, Janie M. Hilfiger, and Mickey L. Jones for election as Class 3 directors to hold office for three-year terms to expire at the 2029 Annual Meeting of Shareholders or until their successors are duly elected and qualified. All Board nominees are currently directors of the Company and the Bank.

Unless you indicate on your proxy card or via the Internet that your shares should not be voted for certain nominees, the Board of Directors intends that the proxies solicited by it will be voted for the election of all of the Board’s nominees. If any nominee is unable to serve, the persons named on the proxy card would vote your shares to approve the election of any substitute nominee proposed by the Board of Directors. At this time, the Board of Directors knows of no reason why any nominees might be unable to serve.

The Board of Directors unanimously recommends that you vote “FOR” the election of the Board’s nominees.

Information regarding the Board of Directors’ nominees and the directors continuing in office is provided below. Ages are as of March 2, 2026. Based on their respective experiences, qualifications, attributes and skills set forth below, the Board of Directors determined that each current director should serve as a director.

Nominee for Election as Class 3 Director – Term to Expire in 2029

Randall E. Black has served as the Chief Executive Officer and President of the Company and the Bank since 2004, and prior to 2004 was the Chief Financial Officer of the Bank. Mr. Black was named Vice Chairman of the Board of Directors in December 2021. Mr. Black’s 33 years of extensive experience in the banking industry and involvement in business and civic organizations in the communities in which the Bank serves afford the Board valuable insight regarding the business and operation of the Bank. Mr. Black’s knowledge of the Company’s and Bank’s business and history, combined with his success and strategic vision, position him well to continue to serve as our Chief Executive Officer and President. Additionally, Mr. Black is a Class A Federal Reserve Bank Director, Chair of the Federal Reserve Bank Audit Committee, a member of the Federal Reserve Bank Governance Committee, a Pennsylvania State University Board of Trustees member, Chair of the Pennsylvania State University Audit and Risk Committee, is a member of the Penn State Investment Council Board, is a member of the Penn State Risk Subcommittee, is Immediate Past President of the Pennsylvania Bankers Association Board of Directors, is a Bloomsburg University Zeigler College of Business Executive Advisory Board member, and is a Pennsylvania College of Technology Board member. Mr. Black and Stephen Guillaume, Chief Financial Officer of the Company and Bank, are cousins. Age 59. Director of the Company and the Bank since 2004.

Joseph B. Bower, Jr. is the retired President and Chief Executive Officer of CNB Bank and CNB Financial Corporation located in Clearfield, Pennsylvania, a position held from January 2010 to December 31, 2022. Mr. Bower worked for CNB Bank and CNB Financial Corporation from 1997 to his retirement in 2022, serving in various roles, including the Chief Financial Officer and Chief Operating Officer of CNB Bank, as well as Secretary and Treasurer of CNB Financial Corporation. Mr. Bower previously worked as a certified public accountant. Mr. Bower is a United States Army veteran. Mr. Bower’s prior experience as a President and Chief Executive Officer provides him with comprehensive knowledge of the banking industry. With his strong accounting and financial skills, Mr. Bower is our audit committee financial expert. Age 62. Director of the Company and the Bank since 2026.

Rinaldo A. DePaola is a retired partner of the law firm of Griffin, Dawsey, DePaola & Jones located in Towanda, Pennsylvania. Mr. DePaola was an attorney-at-law for 39 years, retiring in 2021, specializing in business, probate and trust matters. Mr. DePaola’s involvement in business and civic organizations in the communities in which the Bank serves provide the Board valuable insight. Mr. DePaola’s years of providing legal counsel and operating a law office position him well to continue to serve as a director for the Company. Mr. DePaola is Chairman of the Governance and Nominating Committee, and he serves as Lead Director for the Company and Bank. Age 70. Director of the Company and the Bank since 2006.

Janie M. Hilfiger is the retired president of UPMC Susquehanna Soldiers & Sailors Memorial Hospital in Wellsboro, Pennsylvania and Cole Memorial, now UPMC, in Coudersport, Pennsylvania. Mrs. Hilfiger has over 42 years of health care expertise in strategic planning, clinical operations, nursing and patient care excellence. Her broad experience and valuable insight make her an asset as a director for the Company. She is also involved in business and civic organizations in the communities in which the Bank serves. Age 67. Director of the Company and the Bank since 2022.

Mickey L. Jones retired from the Company and Bank June 7, 2024 as the Senior Executive Vice President and Chief Operating Officer, a position he held since 2023. Prior to 2023, he served as an Executive Vice President and Chief Operating Officer since April 2010 and served as Chief Financial Officer from April 2010 to November 2019. He previously was Treasurer of the Company and Bank. Mr. Jones has strong accounting and financial skills, is a certified public accountant, and has experience with operational risk management, strategic planning and corporate governance matters. Age 65. Director of the Company and the Bank since 2020 and 2018, respectively.

Continuing Class 1 Directors – Terms to Expire in 2027

Robert W. Chappell is an attorney-at-law. He operates the Law Office of Robert W. Chappell, Esq. located in Rome, Pennsylvania. Previously, Mr. Chappell was a partner with the Law Offices of van der Hiel, Chappell and Loomis. Mr. Chappell’s 31 years’ expertise as a partner in a law firm and his involvement in business and civic organizations in the communities in which the Bank serves provide the Board valuable insight. Mr. Chappell’s years of providing legal counsel and operating a law office position him well to continue to serve as a director for the Company. Mr. Chappell is Chairman of the Compensation/Human Resource Committee. Age 59. Director of the Company and the Bank since 2006.

Roger C. Graham, Jr. is retired from Graham Construction and Excavating. Mr. Graham owned and operated Graham Construction & Excavating for 20 years. As a retired, successful business owner, Mr. Graham has a knowledgeable skill set that positions him well to continue to serve as a director for the Company. Mr. Graham is Chairman of the Credit Committee. Age 70. Director of the Company and the Bank since 2001.

R. Joseph Landy is a retired attorney with the firm of Landy & Rossettie, PLLC, located in Sayre, Pennsylvania. Mr. Landy’s 46 years’ expertise as a partner in a law firm and his involvement in business and civic organizations in the communities in which the Bank serves provide the Board valuable insight. Mr. Landy’s years of providing legal counsel and operating a law office position him well to continue to serve as a director for the Company. Mr. Landy is Chairman of the Board of Directors. Age 71. Director of the Company and the Bank since 2001.

John P. Painter II owns and operates Painterland Farms, LLC in Westfield, Pennsylvania, where he has a 450 organic cow dairy and crop farms 5,000 total acres, growing alfalfa, corn, oats, triticale, wheat, and mixed hay, and produces organic yogurt made by the Painterland Sisters. Mr. Painter has successfully managed the family business since purchasing it in 2016. Mr. Painter has a knowledgeable skill set that positions him well to serve as a director for the Company. He is also involved in business and civic organizations in the communities in which the Bank serves and is a supporter of political advocacy. Age 57. Director of the Company and the Bank since 2024 and 2022, respectively.

Continuing Class 2 Directors – Terms to Expire in 2028

Thomas E. Freeman is a retired regional manager with Blue Ridge Communications in Mansfield, Pennsylvania. Mr. Freeman worked in business for 43 years. His business expertise and involvement in numerous civic and philanthropic organizations provide valuable insight to the Board and position him well to serve as a director for the Company. Mr. Freeman is Chairman of the Audit and Examination Committee. Age 66. Director of the Company and the Bank since 2010.

Christopher W. Kunes is president/owner of Christopher Kunes General Contracting, a construction business located in State College, Pennsylvania. Mr. Kunes has successfully managed this construction business for 38 years. Mr. Kunes also has business interest in agriculture, masonry, restaurant, real estate development and management, along with other markets. His broad experience makes him an asset as a director for the Company. Age 61. Director of the Company and Bank since December 2018.

Terry B. Osborne retired from the Bank in 2020 as the Executive Vice President, Chief Credit Officer, a position he held since 1991. Mr. Osborne served as Secretary of the Company and Bank from September 1983 to March 2018. Mr. Osborne started his employment with the Bank in 1975, accumulating a broad understanding and comprehensive knowledge of not just the banking industry but of First Citizens Community Bank. Mr. Osborne’s hands-on experience with lending, strategic planning, and daily operations positions him well in serving as a director for the Company. Age 72. Director of the Company and the Bank since 2024 and 2018, respectively.

David Z. Richards, Jr. has served as an Executive Vice President, Director of Emerging Markets of the Bank since 2017. In 2023 he was named Senior Executive Vice President of the Bank. Prior to 2017, Mr. Richards was an Executive Vice President for S&T Bancorp, Inc. from 2014-2017, and was Chief Executive Officer/Executive Vice President of Nittany Bank/National Penn Bank from 1997 to 2014. Mr. Richards has extensive knowledge and experience in the banking industry, providing valuable insight in the daily and strategic operation of the Bank, positioning him well to be an employee director. Age 65. Director of the Company and the Bank since December 2017.

Executive Officers Who Are Not Directors

Set forth below is information regarding the Company’s and the Bank’s executive offers who do not serve as directors of the Company.

Name	Age as of March 2, 2026	Principal Occupation for Past Five Years
LeeAnn Gephart	42	Executive Vice President, Chief Banking Officer for the Bank since 2021. Prior to 2021, she was Executive Vice President, Chief Marketing Officer for Riverview Bank since 2019. Prior to 2019 was Senior Vice President, Director of Marketing and Delivery Channel Services for Riverview Bank since 2018. Prior to 2018 was Vice President, Chief Marketing & Culture Officer for Woodlands Bank since 2015.
Stephen J. Guillaume	49	Executive Vice President and Chief Financial Officer of the Company and Bank since 2023. In 2025, he was named Treasurer of the Company and Bank in 2025. Prior to 2023 was Senior Vice President and Chief Financial Officer of the Company and the Bank since 2019. Prior to November 2019 was Vice President of Finance of the Bank since April 2013. Mr. Guillaume is a member of the First Citizens Insurance Agency Inc. Board since 2021. Mr. Guillaume and Randy Black, Chief Executive Officer and President of the Company and Bank, are cousins.
Jeffrey R. White	41	Joined the Bank August 19, 2024 as Executive Vice President, Chief Operating Officer. Prior to August 19, 2024 was Senior Vice President, Deputy Chief Risk Office and Head of Enterprise Risk Management for Northwest Bancshares, Inc. since 2023. Prior to August 2024, was Senior Vice President, Corporate Controller for Northwest Bancshares, Inc. since 2018.

Jeffrey L. Wilson

On February 25, 2025 was named Senior Executive Vice President, Chief Credit Officer. From December 2024 to February 2025 was Senior Executive Vice President, Chief Lending Officer for the Bank. From 2016 to 2024 was Executive Vice President, Chief Lending Officer for the Bank. Prior to 2016 was Senior Vice President, Chief Lending Officer. Prior to 2011 was Vice President, Chief Lending Officer since 2010. Prior to 2010 was a Vice President, Business Development Officer since 1987 for the Bank.

Executive officers are elected annually by, and serve at the discretion of, the Board.

Item 2 Ratification of Independent Registered Public Accounting Firm

The Audit and Examination Committee of the Board is responsible for selecting the Company’s independent public accounting firm. At its meeting held on December 16, 2025, the Audit and Examination Committee appointed S.R. Snodgrass, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. Although shareholder approval of this appointment is not required, the Board is submitting the selection of S.R. Snodgrass, P.C. for ratification to obtain the views of shareholders. A representative of S.R. Snodgrass, P.C. will be present at the Annual Meeting to respond to appropriate questions from shareholders and will have the opportunity to make a statement should he or she desire to do so.

If ratification of the appointment of S.R. Snodgrass, P.C. is not approved by a majority of the votes cast by shareholders at the Annual Meeting, other independent registered public accounting firms will be considered by the Audit and Examination Committee of the Board of Directors.

The Board unanimously recommends that you vote “FOR” ratification of the appointment of S.R. Snodgrass, P.C. as the Company’s independent registered public accounting firm for fiscal year 2026.

Item 3 Approval of the Citizens Financial Services, Inc. 2026 Equity Incentive Plan

The Board of Directors is providing the Company’s shareholders with an opportunity to consider and approve the adoption of the Citizens Financial Services, Inc. 2026 Equity Incentive Plan (the “2026 Equity Plan”).

Upon recommendation of the Compensation/Human Resource Committee of the Board of Directors, on February 17, 2026, the Board of Directors adopted the 2026 Equity Plan, subject to and effective upon approval by the shareholders at this Annual Meeting. The Board of Directors believes that the 2026 Equity Plan is important to our continued growth and success and that approval of the 2026 Equity Plan is important for us to be able to continue to make equity awards to key persons in a size that the Board of Directors believes is necessary to accomplish our goals. The purpose of the 2026 Equity Plan is to (a) provide eligible individuals with an incentive to contribute to the success of the Company and to operate and manage the Company’s business in a manner that will provide for the Company’s long-term growth and profitability and that will benefit its shareholders and other important stakeholders, including its employees and customers, and (b) provide a means of recruiting, rewarding, and retaining key personnel. To this end, the 2026 Equity Plan provides for the grant of options, stock appreciation rights (“SARs”), restricted stock, restricted stock units (“RSUs”), deferred stock units, unrestricted stock, dividend equivalent rights, and other equity-based awards.

If approved by the shareholders, the 2026 Equity Plan will become effective on the date of this Annual Meeting, and the 2026 Equity Plan will replace the Citizens Financial Services, Inc. 2016 Equity Incentive Plan (the “2016 Equity Plan”), which expired as of February 16, 2026, as the means by which the Company makes equity awards to key persons. For the avoidance of doubt, no further awards will be made or are permitted to be made under the 2016 Equity Plan on or after February 17, 2026.

If the shareholders do not approve the 2026 Equity Plan, the 2026 Equity Plan will not become effective, and the Company will not be able to continue to grant equity-based awards after the date on which the 2016 Equity Plan expires. The Board of Directors believes that, if the 2026 Equity Plan is not approved, the Company’s ability to align the interests of key persons with shareholders through equity-based compensation would be compromised, disrupting the Company’s compensation program and impairing the Company’s ability to recruit, retain and rewards key people, or requiring the Company to shift its compensation plan to provide for more cash compensation.

Notable Features of the 2026 Equity Plan

As described in more detail below, certain notable features of the 2026 Equity Plan include:

•	granting of options or SARs only at a per share exercise price at least equal to the fair market value of a share of our common stock on the grant date;

•	granting of options or SARs with a ten-year maximum term;

•	no repricing of options or SARs without prior shareholder approval;

•	no liberal share recycling;

•	a change in control definition that is not a liberal definition;

•	cash-denominated award limits for non-employee directors;

•	no reload or “evergreen” share replenishment features; and

•	a minimum holding period of at least one year following grant/vesting/exercise of awards.

Summary of the Material Terms of the 2026 Equity Plan

A summary of the material terms of the 2026 Equity Plan is set forth below. This summary is qualified in its entirety by the detailed provisions of the 2026 Equity Plan, a copy of which is attached as Appendix A to this Proxy Statement and which is incorporated by reference into this proposal. We encourage shareholders to read and refer to the complete plan document in Appendix A for a more complete description of the 2026 Equity Plan.

Effective Date; Term. The 2026 Equity Plan was adopted by the Board of Directors and will become effective on April 21, 2026, subject to approval by the shareholders on such date. Unless terminated sooner in accordance with the terms of the 2026 Equity Plan or extended with shareholder approval, the 2026 Equity Plan will terminate on the day before the tenth anniversary of the Effective Date, April 20, 2036.

Administration of the 2026 Equity Plan. The 2026 Equity Plan generally will be administered by a committee, which we refer to as the “Committee,” consisting of two or more directors of the Company. Each such director will be required to qualify as a “non-employee director” within the meaning of Rule 16b-3 under the Exchange Act, and for so long as our common stock is listed on the NASDAQ, an “independent director” under the NASDAQ listing rules. The Committee initially will be the Compensation/Human Resource Committee and may be a subcommittee of the Compensation/Human Resource Committee that satisfies the foregoing requirements.

The Board of Directors will also be authorized to appoint one or more committees of the Board of Directors consisting of one or more directors of the Company who need not satisfy the requirements for membership above for certain limited purposes permitted by the 2026 Equity Plan, and to the extent permitted by applicable law, the Committee will be authorized to delegate authority to the Chief Executive Officer/President of the Company and/or any other officers of the Company for certain limited purposes permitted by the 2026 Equity Plan. The Board of Directors will retain the authority under the 2026 Equity Plan to exercise any or all of the powers and authorities related to the administration and implementation of the 2026 Equity Plan. References below to the Committee include a reference to the Board of Directors or another committee appointed by the Board of Directors for those periods in which the Board of Directors or such other committee appointed by the Board of Directors is acting.

Except where the authority to act on such matters is specifically reserved to the Board of Directors under the 2026 Equity Plan or applicable law, the Committee will have full power and authority to interpret and construe all provisions of the 2026 Equity Plan, any award, and any award agreement, and take all actions and to make all determinations required or provided for under the 2026 Equity Plan, any award, and any award agreement, including the authority to:

•	designate grantees of awards;

•	determine the type or types of awards to be made to a grantee;

•	determine the number of shares of our common stock subject to an award or to which an award relates;

•	accelerate the vesting or exercisability of awards;

•	establish the terms and conditions of each award;

•	prescribe the form of each award agreement;

•	subject to the prohibition on repricing of options and SARs without shareholder approval, amend, modify, or supplement the terms of any outstanding award; and

•	make substitute awards.

Types of Awards. The 2026 Equity Plan provides for the grant of options, SARs, restricted stock, RSUs, deferred stock units, unrestricted stock, dividend equivalent rights, and other equity-based awards.

Eligibility. All of our employees and the employees of our “affiliates” (as defined in the 2026 Equity Plan) are eligible to receive awards under the 2026 Equity Plan. In addition, our non-employee directors and consultants and advisors who perform services for us and our subsidiaries and affiliates may receive awards under the 2026 Equity Plan, other than incentive stock options. As of February 1, 2026, there were 6 named executive officers, 11 non-employee directors, and approximately 410 employees of the Company and its affiliates who would be eligible to participate in the 2026 Equity Plan.

Shares Reserved for Issuance. The maximum number of shares of common stock that may be issued under the 2026 Equity Plan (the “Share Limit”) will be equal to 250,000 shares of our common stock. The maximum number of shares of our common stock available for issuance pursuant to incentive stock options granted under the Plan will be the same as the number of shares of our common stock reserved for issuance under the 2026 Equity Plan. The shares of our common stock that are issued under the 2026 Equity Plan may be authorized and unissued shares of our common stock, treasury shares, or any combination of the foregoing.

Share Usage. Shares of our common stock that are subject to awards, including shares of stock acquired through dividend reinvestment, will be counted against the Share Limit as one share for every one share subject to the award. The number of shares subject to any SARs awarded under the 2026 Equity Plan will be counted against the Share Limit regardless of the number of shares actually issued to settle the SARs upon exercise. If any awards terminate, expire, or are cancelled, forfeited, exchanged, or surrendered without having been exercised or paid or if any awards are forfeited or expire or otherwise terminate without the delivery of any shares of our common stock or are settled in cash in lieu of shares of our common stock, the shares subject to such awards will again be available for purposes of the 2026 Equity Plan. The Share Limit, however, will not be increased by the number of shares of our common stock (i) tendered, withheld, or subject to an award surrendered in connection with the exercise of an option, (ii) that were not issued upon the net settlement or net exercise of a stock-settled SAR, (iii) deducted or delivered from payment of an award in connection with the Company’s tax withholding obligations, or (iv) purchased by the Company with proceeds from option exercises.

Adjustments. The number and kinds of shares of common stock for which awards may be made under the 2026 Equity Plan, including the Share Limit, will be adjusted proportionately and accordingly by the Committee if the number of outstanding shares of our common stock is increased or decreased or the shares of our common stock are changed into or exchanged for a different number of shares or kind of capital stock or other securities of the Company on account of any recapitalization, reclassification, stock split, reverse stock split, spin-off, combination of stock, exchange of stock, stock dividend or other distribution payable in capital stock, or other increase or decrease in shares of common stock effected without receipt of consideration by the Company.

Fair Market Value Determination. For so long as our common stock remains listed on the NASDAQ (or listed on any other established securities exchange or traded on any other securities market), the fair market value of a share of our common stock will be the closing price for a share as quoted on such exchange or market for such date. If there is no reported closing price on such date, the fair market value of a share of our common stock will be the closing price of the common stock on the next preceding date for which such quotation exists. If our common stock is not listed on an established securities exchange or traded on an established securities market, the Committee will determine the fair market value by the reasonable application of a reasonable valuation method, in a manner consistent with Section 409A of the Code. On March 6, 2026, the closing price of our common stock as reported on the NASDAQ was $61.50 per share.

Minimum Holding Period. The 2026 Equity Plan authorizes the Committee to impose such restrictions on shares of stock acquired pursuant to the exercise, vesting and/or settlement of an award as the Committee deems advisable; provided, that the shares of stock acquired pursuant to the exercise, vesting and/or settlement of an award, net of any shares of stock withheld for purposes of paying the option exercise price or purchase price (if any) for restricted stock and/or the number of shares of stock withheld to satisfy the Company’s withholding obligations, shall not be transferable until the earliest of (i) the satisfaction of a one (1)-year minimum holding period, (ii) the termination of a grantee’s service to the Company or one of its affiliates, or (iii) the consummation of a Change in Control of the Company (as defined below).

Options. The 2026 Equity Plan authorizes our Committee to grant “incentive stock options” (as defined in Section 422 of the Code) and options that do not qualify as incentive stock options (“nonqualified options”). To the extent that the aggregate fair market value of shares of our common stock determined on the grant date with respect to which incentive stock options are exercisable for the first time during any calendar year exceeds $100,000, the option will be treated as a nonqualified option. The exercise price of each option will be determined by the Committee, provided that the per share exercise price will be equal to or greater than 100% of the fair market value of a share of our common stock on the grant date. If we were to grant incentive stock options to any ten percent shareholder, the per share exercise price will not be less than 110% of the fair market value of a share of our common stock on the grant date.

Generally, the term of an option will not exceed ten years from the grant date. If we were to grant incentive stock options to any ten percent shareholder, the term cannot exceed five years from the grant date. The Committee determines at what time or times each option may be exercised and the period of time, if any, after retirement, death, disability, or termination of employment during which options may be exercised. The vesting and exercisability of options may be accelerated by the Committee. Awards of options are nontransferable, except (i) for transfers by will or the laws of descent and distribution or (ii) if authorized in the applicable award agreement, for transfers of nonqualified options, not for value, to family members pursuant to the terms and conditions of the 2026 Equity Plan.

Stock Appreciation Rights. The 2026 Equity Plan authorizes the Committee to grant SARs that provide the grantee with the right to receive, upon exercise of the SARs, cash, shares of our common stock, or a combination of the foregoing. The amount that the recipient will receive upon exercise of a SAR generally will equal the excess of the fair market value of a share of our common stock on the date of exercise over the SAR’s per share exercise price, which must be equal to or greater than 100% of the fair market value of a share of our common stock on the grant date. SARs will become exercisable in accordance with terms determined by the Committee. Stock appreciation rights may be granted in tandem with an option grant or independently from an option grant. The term of a SAR cannot exceed ten years from the grant date. Awards of SARs are nontransferable, except (i) for transfers by will or the laws of descent and distribution or (ii) if authorized in the applicable award agreement, not for value, to family members pursuant to the terms and conditions of the 2026 Equity Plan.

Restricted Stock and Restricted Stock Units. The 2026 Equity Plan also authorizes the Committee to grant restricted stock and RSUs (including deferred stock units). Subject to the provisions of the 2026 Equity Plan, the Committee will determine the terms and conditions of each award of restricted stock and RSUs, including the restricted period for all or a portion of the award, the restrictions applicable to the award, and the purchase price (if any) for the shares of our common stock subject to the award. Restricted stock and RSUs may vest solely by the passage of time and/or pursuant to achievement of performance goals, and the restrictions and/or the restricted period may differ with respect to each award of restricted stock and RSUs. During the period, if any, when shares of restricted stock and RSUs are non-transferable or forfeitable or prior to the satisfaction of any other restrictions prescribed by the Committee, a grantee is prohibited from selling, transferring, assigning, pledging, or otherwise encumbering or disposing of his or her shares of restricted stock or RSUs.

A grantee of restricted stock will have all the rights of a shareholder, including the right to vote the shares and receive dividends or distributions on the shares, except to the extent limited by the Committee or the 2026 Equity Plan. Grantees of RSUs will have no voting or dividend rights or other rights associated with share ownership, although the Committee may award dividend equivalent rights on such units.

Unrestricted Stock. The 2026 Equity Plan authorizes the Committee to grant shares of unrestricted stock. Shares of unrestricted stock are free of any restrictions, and a grantee of shares of unrestricted stock will have all the rights of a shareholder, including the right to vote the shares and receive dividends or distributions on the shares, as of the grant date.

Dividend Equivalent Rights. The 2026 Equity Plan authorizes the Committee to grant dividend equivalent rights, which are rights entitling the grantee to receive credits for dividends or distributions that would be paid if the grantee had held a specified number of shares of our common stock underlying the right. The Committee may grant dividend equivalent rights to a grantee in connection with an award under the 2026 Equity Plan, or without regard to any other award, except that no dividend equivalent rights may be granted in connection with, or related to, an option or SAR. Dividend equivalent rights may be settled in cash, shares of our common stock, or a combination of the foregoing, in a single installment or in multiple installments, as determined by the Committee.

Performance-Based Awards. The 2026 Equity Plan authorizes the Committee to grant performance-based awards, ultimately payable in shares of our common stock or cash, in such amounts and upon such terms as determined by the Committee. Each grant of a performance-based award will have an initial cash value or an actual or target number of shares of our common stock that is established by the Committee at the grant date. The Committee may set performance goals in its discretion that, depending on the extent to which they are met, will determine the value and/or number of shares of our common stock subject to performance-based awards that will be paid out to a grantee, and the Committee will establish the performance periods for these performance-based awards.

Other Equity-Based Awards. The 2026 Equity Plan authorizes the Committee to grant other types of equity-based awards. Other equity-based awards are payable in cash, shares of our common stock or other equity, or a combination of the foregoing, and may be restricted or unrestricted, as determined by our Committee. The terms and conditions that apply to other equity-based awards are determined by the Committee.

Forms of Payment. The exercise price for any option or the purchase price (if any) for restricted stock is generally payable (i) in cash or cash equivalents, (ii) to the extent the award agreement provides, by the surrender of shares of our common stock (or attestation of ownership of shares of our common stock) with an aggregate fair market value, on the date of such surrender, of the exercise price or purchase price, (iii) to the extent permissible by applicable law and to the extent the award agreement provides, by payment through a broker in accordance with procedures set forth by the Company, or (iv) to the extent the award agreement provides and/or unless otherwise specified in an award agreement, any other form permissible by applicable law, including net exercise or net settlement and, for the purchase price of restricted stock, service rendered to the Company or our affiliates.

Change in Control. If the Company experiences a “Change in Control” in which awards will not be assumed or continued by the surviving entity: (i) immediately before the Change in Control, other than performance-based awards, all restricted stock, RSUs (including deferred stock units), and dividend equivalent rights will vest, and all shares of common stock and/or cash subject to such awards will be delivered (subject to any limitations under Section 409A of the Code), and (ii) at the Committee’s discretion, (a) all options and SARs will become exercisable at least 15 days before the Change in Control and terminate if unexercised upon the consummation of the Change in Control, and/or (b) all options, SARs, restricted stock, RSUs, and dividend equivalent rights will be terminated and cashed out, redeemed for securities or other property of equivalent value. Performance-based awards will vest or become earned at the greater of (i) deemed achievement of target level performance; and (ii) actual performance as of the date reasonably proximal to the date of consummation of the Change in Control. Other equity-based awards will be governed by the terms of the applicable award agreement.

If the Company experiences a “Change in Control” in which awards will be assumed or continued by the surviving entity: (i) the awards will adjusted as appropriate as to the number of shares and type of capital stock to which the awards relate and, for options and SARs, as to the exercise price, and (ii) if the grantee’s service is terminated without “cause” (as defined in the 2026 Equity Plan) within the twenty-four (24)-month period following the consummation of such Change in Control, the grantee’s award will be fully vested as of such termination and may be exercised in full, to the extent applicable, beginning on the date of such termination and for the one-year period immediately following such termination or for such longer period as the Committee shall determine (but in no event later than the original expiration of the award).

In summary, a “Change in Control” occurs under the 2026 Equity Plan if:

•

any person, other than the Company’s employee benefit plans, or any entity holding the Company’s voting securities for, or pursuant to, the terms of any such plan (or any trust forming a part thereof) (each, a “Benefit Plan”), is or becomes the “beneficial owner,” directly or indirectly, of (i) 19.9% or more of the combined voting power of the Company’s then-outstanding securities or (ii) there occurs a contested proxy solicitation of the Company’s shareholders that results in the contesting party obtaining the ability to vote securities representing 19.9% or more of the combined voting power of the Company’s then-outstanding securities;

•	the consummation of a merger, consolidation or other reorganization of the Company, unless:

under the terms of the agreement providing for such merger, consolidation or other reorganization, the shareholders immediately before the consummation will own at least 51% of the combined voting power of the resulting company (the “Surviving Corporation”), in substantially the same proportion as their ownership of the voting securities immediately before such merger, consolidation or reorganization;

under the terms of the agreement providing for such merger, consolidation or other reorganization, the individuals who were members of the Board of Directors immediately prior to the execution of such agreement will constitute at least 51% of the members of the board of directors of the Surviving Corporation after such merger, consolidation or reorganization; and

based on the terms of the agreement providing for such merger, consolidation or reorganization, no person (other than (A) the Company or any subsidiary of the Company, (B) any Benefit Plan, (C) the Surviving Corporation or any subsidiary of the Surviving Corporation, or (D) any person who, immediately prior to such merger, consolidation or reorganization had beneficial ownership of 19.9% or more of the then outstanding voting securities) will have beneficial ownership of 19.9% or more of the combined voting power of the Surviving Corporation’s then outstanding voting securities;

•	all or substantially all of the assets of the Company are, directly or indirectly, sold, exchanged, transferred, or otherwise conveyed to another person other than an entity controlled directly or indirectly by the Company;

•	the liquidation, winding up, or dissolution of the Company, other than pursuant to bankruptcy or insolvency laws; or

•

during any period of two consecutive years, individuals, who at the beginning of such period, constituted the Board of Directors cease for any reason to constitute at least a majority of the Board of Directors unless the election, or the nomination for election by the Company’s shareholders, of each new director was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of the period.

Amendment, Suspension, and Termination. The Committee may amend or suspend the 2026 Equity Plan at any time; provided that no amendment or suspension may materially impair the rights or obligations under outstanding awards, without the consent of the grantee. Our shareholders must approve any amendment to the 2026 Equity Plan to the extent determined by the Board of Directors or if such approval is required under applicable law (including the NASDAQ regulations). Our shareholders also must approve any amendment that changes the no re-pricing rules, the option exercise price rules, or the SAR exercise price rules. The Board of Directors may terminate the 2026 Equity Plan at any time; provided that no termination may materially impair the rights or obligations under outstanding awards, without the consent of the grantee.

No Repricing. Except in connection with certain corporate transactions involving the Company, the Company may not: (i) amend the terms of outstanding options or SARs to reduce the exercise price of such outstanding options or SARs; (ii) cancel or assume outstanding options or SARs in exchange for, or substitution of, options or SARs with an exercise price that is less than the exercise price of the original options or SARs; or (iii) cancel or assume outstanding options or SARs with an exercise price above the then-current fair market value in exchange for cash, awards, or other securities, in each case, unless such action is subject to and approved by our shareholders.

Summary of the U.S. Federal Income Tax Consequences

The U.S. federal income tax consequences of awards under the 2026 Equity Plan for grantees and the Company will depend on the type of award granted. The following summary description of U.S. federal income tax consequences is intended only for the general information of our shareholders. A grantee in the 2026 Equity Plan should not rely on this description and instead should consult his or her own tax advisor.

Incentive Stock Options. The grant of an incentive stock option will not be a taxable event for the grantee or the Company. A grantee will not recognize taxable income upon exercise of an incentive stock option (except that the alternative minimum tax may apply), and any gain or loss realized upon a disposition of our common stock received pursuant to the exercise of an incentive stock option will be taxed as long-term capital gain or loss if the grantee holds the shares of our common stock for at least two years after the date of grant and for one year after the date of exercise (the “holding period requirement”). We will not be entitled to a business expense deduction with respect to an incentive stock option, except as discussed below.

For the exercise of an incentive stock option to qualify for the foregoing tax treatment, the grantee generally must be our employee or an employee of one of our direct corporate subsidiaries from the date the incentive stock option is granted through a date within three months before the date of exercise of the option.

If all of the foregoing requirements are met except the holding period requirement mentioned above, the grantee will recognize ordinary income upon the disposition of the shares of our common stock in an amount generally equal to the excess of the fair market value of the common stock at the time the option was exercised over the option’s exercise price (but not in excess of the gain realized on the sale). The balance of the realized gain, if any, will be capital gain. If we comply with applicable reporting requirements but subject to the restrictions of Section 162(m) of the Code, we will be entitled to a business expense deduction in the same amount and generally at the same time as the grantee recognizes ordinary income.

Nonqualified Options. The grant of a nonqualified option will not be a taxable event for the grantee or the Company. Upon exercising a nonqualified option, a grantee will recognize ordinary income in an amount equal to the difference between the option’s exercise price and the fair market value of the common stock on the date of exercise. Upon a subsequent sale or exchange of shares acquired pursuant to the exercise of a nonqualified option, the grantee will have taxable capital gain or loss, measured by the difference between the amount realized on the disposition and the tax basis of the shares of our common stock (generally, the amount paid for the shares plus the amount treated as ordinary income at the time the option was exercised). Capital gain or loss will be long-term if the grantee has held the shares for more than one year. Otherwise, the capital gain or loss will be short-term.

If we comply with applicable reporting requirements but subject to the restrictions of Section 162(m) of the Code, we will be entitled to a business expense deduction in the same amount and generally at the same time as the grantee recognizes ordinary income.

A grantee who has transferred a nonqualified option to a family member by gift will realize taxable income at the time the nonqualified option is exercised by the family member. The grantee will be subject to withholding of income and employment taxes at that time. The family member’s tax basis in the shares of our common stock will be the fair market value of the shares of common stock on the date the nonqualified option is exercised. The transfer of vested nonqualified options will be treated as a completed gift for gift and estate tax purposes. Once the gift is completed, neither the transferred options nor the shares acquired on exercise of the transferred options will be includable in the grantee’s estate for estate tax purposes.

In the event a grantee transfers a nonqualified option to his or her ex-spouse incident to the grantee’s divorce, neither the grantee nor the ex-spouse will recognize any taxable income at the time of the transfer. In general, a transfer is made “incident to divorce” if the transfer occurs within one year after the marriage ends or if it is related to the end of the marriage (for example, if the transfer is made pursuant to a divorce order or settlement agreement). Upon the subsequent exercise of such nonqualified option by the ex-spouse, the ex-spouse will recognize taxable income in an amount equal to the difference between the option’s exercise price and the fair market value of the common stock at the time of exercise. Any distribution to the ex-spouse as a result of the exercise of the option will be subject to employment and income tax withholding at that time.

Stock Appreciation Rights. The grant of a SAR will not be a taxable event for the grantee or the Company. Upon exercising a SAR, a grantee will recognize ordinary income in an amount equal to the difference between the SAR’s exercise price and the fair market value of the common stock on the date of exercise. If we comply with applicable reporting requirements but subject to the restrictions of Section 162(m) of the Code, we will be entitled to a business expense deduction in the same amount and generally at the same time as the grantee recognizes ordinary income.

Restricted Stock. A grantee who is awarded restricted stock will not recognize any taxable income for U.S. federal income tax purposes in the year of the award, provided that the shares of common stock are subject to restrictions (that is, the shares of restricted stock are nontransferable and subject to a substantial risk of forfeiture). However, the grantee may elect under Section 83(b) of the Code to recognize compensation income in the year of the award in an amount equal to the fair market value of the common stock on the date of the award (less the purchase price, if any), determined without regard to the restrictions. If the grantee does not make such Section 83(b) election, the fair market value of the common stock on the date the restrictions lapse (less the purchase price, if any) will be treated as compensation income to the grantee and will be taxable in the year the restrictions lapse, and dividends paid while the common stock is subject to restrictions will be subject to withholding taxes. If we comply with applicable reporting requirements but subject to the restrictions of Section 162(m) of the Code, we will be entitled to a business expense deduction in the same amount and generally at the same time as the grantee recognizes ordinary income.

Restricted Stock Units. The grant of restricted stock units (including deferred stock units) will not be a taxable event for the grantee or the Company. A grantee who receives restricted stock units will recognize ordinary income in an amount equal to the fair market value of the shares issued, or in the case of a cash-settled award, the amount of the cash payment made, to such grantee at the end of the restriction period or, if later, the payment date. If we comply with applicable reporting requirements but subject to the restrictions of Section 162(m) of the Code, we will be entitled to a business expense deduction in the same amount and generally at the same time as the grantee recognizes ordinary income.

Unrestricted Stock. The grant of unrestricted stock is a taxable event for the grantee. A grantee who receives shares of unrestricted stock will recognize ordinary income on the grant date in an amount equal to the fair market value of the shares issued, reduced by the amount, if any, paid for such shares. If we comply with applicable reporting requirements but subject to the restrictions of Section 162(m) of the Code, we will be entitled to a business expense deduction in the same amount and generally at the same time as the grantee recognizes ordinary income. Upon a subsequent sale or exchange of shares of unrestricted stock, the grantee will have taxable capital gain or loss, measured by the difference between the amount realized on the disposition and the tax basis of the shares of our common stock (generally, the amount paid for the shares plus the amount treated as ordinary income on the grant date). Capital gain or loss will be long-term if the grantee has held the shares for more than one year. Otherwise, the capital gain or loss will be short-term.

Dividend Equivalent Rights. The grant of dividend equivalent rights will not be a taxable event for the grantee or the Company. A grantee who receives dividend equivalent rights will recognize ordinary income on the date of payment in the amount distributed to the grantee pursuant to the award. If we comply with applicable reporting requirements but subject to the restrictions of Section 162(m) of the Code, we will be entitled to a business expense deduction in the same amount and generally at the same time as the grantee recognizes ordinary income.

Section 280G of the Code. To the extent payments which are contingent on a Change in Control are determined to exceed certain limitations, such payments may be subject to a 20% excise tax, and the Company’s deduction with respect to the associated compensation expense may be disallowed in whole or in part. The 2026 Equity Plan includes a Section 280G “best after tax” provision, meaning, if any of the payments under the 2026 Equity Plan or otherwise would constitute parachute payments within the meaning of Section 280G of the Code and would be subject to the excise tax imposed under Section 4999 of the Code, the payments will be reduced by the amount required to avoid the excise tax if such a reduction would give the grantee a better after-tax result than if the grantee received the payments in full.

New Awards

The 2016 Equity Plan expired on February 17, 2026. As noted in the section above entitled “Director Compensation,” pursuant to the Company’s director compensation policy, the Company’s non-employee directors receive their equity awards on a quarterly basis. The next equity grant date would have been March 16, 2026; however, because the 2016 Equity Plan has expired, the non-employee directors will receive their March 2026 equity grants under the 2026 Equity Plan on the date of the Annual Meeting if the 2026 Equity Plan is approved by the shareholders on such date.

New Plan Benefits

Name and Position	Dollar Value ($)⁽¹⁾	Number of Units⁽¹⁾
Non-Executive Director Group	$64,625	-

⁽¹⁾

While each non-employee director’s award will have a value of $5,875 as of March 16, 2026, the number of shares subject to each award (determined by dividing the value of the awards by the closing price of a share on the Nasdaq Stock Market on such date), will not be determinable until such date. Thereafter, while the number of shares of each award will be fixed as of March 16, 2026, the actual dollar value of such awards on the grant date (i.e., the date of the Annual Meeting) will not be determinable until the date of the Annual Meeting.

Other than the awards identified above, the awards, if any, that will be made to eligible grantees under the 2026 Equity Plan are subject to the discretion of the Committee, and thus we cannot currently determine such benefits or number of shares subject to such awards that may be granted in the future to eligible grantees under the 2026 Equity Plan. Therefore, no new plan benefits table can be provided at this time. For more information on the awards granted under the 2016 Equity Plan to our named executive officers in 2025, see the section below entitled “Outstanding Equity Awards at 2025 Fiscal Year-End.” For more information on the awards granted under the 2016 Equity Plan to our directors in 2025, see the section above entitled “Director Compensation.”

Registration with the SEC

If the 2026 Equity Plan is approved by our shareholders, we intend to file a Registration Statement on Form S-8 relating to the 2026 Equity Plan with the SEC pursuant to the Securities Act as soon as is practicable after such approval.

The Board of Directors unanimously recommends that you vote “FOR” the approval of the Citizens Financial Services, Inc. 2026 Equity Incentive Plan.

EQUITY COMPENSATION PLAN INFORMATION

The following table gives information about our common shares that may be issued under our 2016 Equity Incentive Plan as of December 31, 2025.

Plan Category	Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights	Weighted Average Exercise Price of Outstanding Options, Warrants and Rights	Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in First Column)
Equity compensation plans approved by shareholders	-	-	99,781
Equity compensation plans not approved by shareholders	-	-	-
Total	-	-	99,781

Item 4 Advisory Vote on Executive Compensation

The Board is committed to excellence in governance. As part of that commitment, and as required by federal securities laws, the Board is providing the Company’s shareholders with an opportunity to approve, on a non-binding advisory, the compensation of our named executive officers as disclosed in this Proxy Statement in accordance with the compensation disclosure rules of the Securities and Exchange Commission, including the “Compensation Discussion and Analysis,” the compensation tables and the related narrative discussion contained in this Proxy Statement.

This proposal, commonly known as a “say-on-pay” proposal, gives the Company’s shareholders the opportunity to endorse or not endorse the Company’s executive compensation program and policies through the following resolution:

“Resolved, that the compensation of the named executive officers, as described in the tabular disclosure regarding named executive officer compensation and the accompanying narrative disclosure in this proxy statement, is hereby approved.”

Because the vote is advisory, it will not be binding upon the Company or the Board. However, the Compensation/Human Resource Committee will review and consider the outcome of the vote when making future executive compensation arrangements.

The Board unanimously recommends a vote “FOR” approval of the compensation of the named executive officers.

SEC Form DEF 14A filed by Citizens Financial Services Inc.