Champi to lead Peoples Financial (NASDAQ: PFIS) as president and CEO

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Peoples Financial Services Corp. reported leadership and board changes. Effective April 3, 2026, Gerard A. Champi, already Chief Executive Officer, will also serve as President of Peoples and its banking subsidiary, following the retirement of Thomas P. Tulaney.

In connection with his retirement, Mr. Tulaney will receive accelerated vesting of 207 shares of restricted stock and 709 restricted stock units under the 2023 Equity Incentive Plan and will retain a company vehicle. Peoples Bank also entered into a Consulting and Confidentiality Agreement under which he will provide senior advisory services for a monthly fee of $8,000.

Separately, director Elisa Zúñiga Ramirez informed the company she will not stand for reelection at the 2026 annual meeting, a decision not based on any disagreement. The boards of Peoples and Peoples Bank will each decrease their size at that time.

8-K Event Classification

2 items: 5.02, 9.01

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Accelerated restricted stock: 207 shares Accelerated RSUs: 709 restricted stock units Consulting fee: $8,000.00 per month +4 more

7 metrics

Accelerated restricted stock 207 shares Restricted stock vesting accelerated for Thomas P. Tulaney at retirement

Accelerated RSUs 709 restricted stock units Restricted stock units vesting accelerated for Thomas P. Tulaney at retirement

Consulting fee $8,000.00 per month Monthly consulting fee to Thomas P. Tulaney under Consulting and Confidentiality Agreement

Consulting notice period 30 days Either party may terminate the consulting agreement with 30 days’ written notice

Peoples board size change 15 to 14 directors Peoples board size reduction effective at 2026 annual meeting

Peoples Bank board size change 17 to 15 directors Peoples Bank board size reduction effective at 2026 annual meeting

Effective date of new president role April 3, 2026 Date Gerard A. Champi becomes President of Peoples and Peoples Bank

Key Terms

Consulting and Confidentiality Agreement, restricted stock units, 2023 Equity Incentive Plan, Definitive Proxy Statement, +1 more

5 terms

Consulting and Confidentiality Agreement financial

"On March 27, 2026, Peoples Bank entered into a Consulting and Confidentiality Agreement with Mr. Tulaney"

restricted stock units financial

"accelerated the vesting of 207 shares of restricted stock and 709 restricted stock units previously awarded"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

2023 Equity Incentive Plan financial

"previously awarded to Mr. Tulaney under the 2023 Equity Incentive Plan to his date of retirement"

Definitive Proxy Statement regulatory

"Additional information about Mr. Champi’s background, experience, and qualifications can be found in Peoples’ Definitive Proxy Statement"

A Definitive Proxy Statement is a detailed document that a company sends to its shareholders before a big meeting, like voting on important decisions. It explains what's being voted on and gives important information so shareholders can make informed choices. It matters because it helps shareholders understand and participate in key company decisions.

Regulation S-K regulatory

"Mr. Champi is not a party to any transaction that requires disclosure under Item 404(a) of Regulation S-K"

A set of U.S. Securities and Exchange Commission rules that tell public companies which narrative and qualitative details must be disclosed in filings, such as risk factors, management discussion, executive pay, legal proceedings and business description. Think of it as a standardized checklist or blueprint that ensures investors get the same types of background information from every company so they can compare risks, management quality and strategy before making investment decisions.

Understanding 8-K Material Events →

04/02/2026 - 04:11 PM

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report: March 27, 2026

(Date of earliest event reported)

PEOPLES FINANCIAL SERVICES CORP.

(Exact name of registrant as specified in its Charter)

PA	001-36388	23-2391852
(State or other jurisdiction	(Commission file number)	(IRS Employer
of incorporation)		Identification No.)

30 E D Preate Drive, Moosic, PA 18507

(Address of Principal Executive Offices) (Zip Code)

(570) 346-7741

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (See General Instruction A.2. below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $2.00 par value		PFIS		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Officer

On March 27, 2026, Peoples Financial Services Corp., a Pennsylvania corporation (“Peoples”) and its banking subsidiary, Peoples Security Bank and Trust Company (“Peoples Bank”) appointed Gerard A. Champi, President of Peoples and Peoples Bank effective April 3, 2026, upon the retirement of Thomas P. Tulaney, effective April 3, 2026, as previously reported on Peoples’ Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on January 30, 2026, which is incorporated herein by reference.

Mr. Champi is a party to that certain Employment Agreement dated July 26, 2024 between Mr. Champi and Peoples and Peoples Bank, a summary of which can be found in Peoples Current Report on Form 8-K filed with the SEC on July 29, 2024, and which is incorporated herein by reference. Since December 31, 2024, Mr. Champi has served as Chief Executive Officer of Peoples and Peoples Bank, and he will continue in that roll in addition to his duties as President. Additional information about Mr. Champi’s background, experience, and qualifications can be found in Peoples’ Definitive Proxy Statement filed with the SEC on April 1, 2025, under the heading “Executive Officers and Compensation,” and is incorporated herein by reference.

There is no family relationship between Mr. Champi and any other person serving as a director or executive officer of Peoples. Mr. Champi is not a party to any transaction that requires disclosure under Item 404(a) of Regulation S-K.

Officer Compensatory Arrangements

In connection with Mr. Tulaney’s retirement, Peoples accelerated the vesting of 207 shares of restricted stock and 709 restricted stock units previously awarded to Mr. Tulaney under the 2023 Equity Incentive Plan to his date of retirement and agreed to transfer to Mr. Tulaney the company owned vehicle used by him.

On March 27, 2026, Peoples Bank entered into a Consulting and Confidentiality Agreement with Mr. Tulaney with an effective date of April 3, 2026. Pursuant to the agreement, Mr. Tulaney shall provide Peoples Bank and its employees with senior advisory services, including but not limited to, consulting on strategic initiatives and operations, evaluating business opportunities, assisting with high profile relationships and community and stakeholder engagement. Mr. Tulaney shall be paid a consulting fee equal to Eight Thousand and 00/100 Dollars ($8,000.00) per month by Peoples Bank. Either Peoples Bank or Mr. Tulaney may terminate the agreement for any reason or no reason, by providing the counterparty thirty (30) days written notice. The foregoing description of the agreement is not complete and is qualified in its entirety by reference to the complete text of the agreement, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Departure of Director

On April 1, 2026, Elisa Zúñiga Ramirez provided notice to Peoples that she will not stand for reelection as a director of Peoples when her term expires at the 2026 annual meeting of shareholders. Such decision was not the result of any disagreement with Peoples.

The board of directors of Peoples has resolved to decrease the number of directors constituting the entire Peoples board from fifteen to fourteen, and the board of directors of Peoples Bank has resolved to decrease the number of directors constituting the entire Peoples Bank board from seventeen to fifteen, in each case effective as of the 2026 annual meeting of shareholders.

Item 9.01

Financial Statements and Exhibits

(d) Exhibits

The following exhibits are filed with this form 8-K:

Exhibit No.		Description
10.1		Consulting and Confidentiality Agreement dated March 27, 2026 between Peoples Bank and Thomas P. Tulaney
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	PEOPLES FINANCIAL SERVICES CORP.

	By:	/s/ James M. Bone, Jr., CPA
		James M. Bone, Jr., CPA
		Executive Vice President and Chief Financial Officer
		Principal Financial Officer

Dated: April 2, 2026

Source: View Original Filing on SEC EDGAR

FAQ

What executive change did Peoples Financial Services Corp. (PFIS) announce?

Peoples Financial Services Corp. named Gerard A. Champi as President of Peoples and Peoples Bank effective April 3, 2026, while he continues as Chief Executive Officer. This consolidates top leadership roles following the planned retirement of longtime executive Thomas P. Tulaney.

What retirement benefits is Thomas P. Tulaney receiving from PFIS?

Upon retirement, Thomas P. Tulaney receives accelerated vesting of 207 restricted shares and 709 restricted stock units under the 2023 Equity Incentive Plan. He also keeps a company-owned vehicle and will be paid for ongoing consulting services with Peoples Bank.

What are the terms of Thomas P. Tulaney’s consulting agreement with Peoples Bank?

Thomas P. Tulaney will provide senior advisory services, including strategic consulting and relationship support, under a Consulting and Confidentiality Agreement. Peoples Bank will pay him a consulting fee of $8,000 per month, and either party may terminate with 30 days’ written notice.

Which director is leaving the board of Peoples Financial Services Corp. (PFIS)?

Director Elisa Zúñiga Ramirez notified Peoples that she will not stand for reelection when her term ends at the 2026 annual meeting. The company states her decision is not due to any disagreement with Peoples or its policies or practices.

How will board sizes change at Peoples Financial Services Corp. and Peoples Bank?

At the 2026 annual meeting, Peoples’ board will decrease from 15 to 14 directors, while Peoples Bank’s board will decrease from 17 to 15 directors. These reductions align with the announced director departure and the company’s board composition decisions.

Does Gerard A. Champi have existing agreements or disclosures relevant to his new role at PFIS?

Gerard A. Champi is party to an Employment Agreement dated July 26, 2024 with Peoples and Peoples Bank, previously summarized in SEC filings. The company notes he has no disclosable family relationships or related-party transactions requiring disclosure under Item 404(a) of Regulation S-K.

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

EX-10.1 EXHIBIT 10.1 40.7 KB