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: May 9, 2025

(Date of earliest event reported)

PEOPLES FINANCIAL SERVICES CORP.

(Exact name of registrant as specified in its Charter)

102 E. Drinker Street, Dunmore, PA 18512

(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):

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

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. ¨

The 2025 annual meeting of shareholders of Peoples Financial Services Corp. (the “Company”) was held on May 9, 2025. At the annual meeting, the shareholders of the Company voted to elect five directors to the Company’s board of directors, each to serve until the 2028 annual meeting of shareholders and until his successor has been elected and qualified; to approve, on an advisory basis, the compensation of the Company’s named executive officers; and to ratify the appointment of Baker Tilly US, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. A proposal to amend the Company’s bylaws by adding a new Article 25, to limit the personal liability of directors and officers for monetary damages to the extent permitted by Pennsylvania law, which had required the affirmative vote of shareholders entitled to cast at least 75 percent of the votes which all shareholders are entitled to cast, was not approved.

The names of each director elected at the annual meeting, as well as the number of votes cast for and against, as well as the number of abstentions and broker non-votes as to each director nominee, are as follows:

As to the proposal to amend the Company’s bylaws by adding a new Article 25, to limit the personal liability of directors and officers for monetary damages to the extent permitted by Pennsylvania law, the number of votes cast for and against, as well as the number of abstentions and broker non-votes, are as follows:

As to the proposal to approve, on an advisory basis, the compensation of the Company’s named executive officers, the number of votes cast for and against, as well as the number of abstentions and broker non-votes, are as follows:

As to the ratification of Baker Tilly US, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025, the number of votes cast for and against, as well as the number of abstentions and broker non-votes, are as follows:

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.

Dated: May 12, 2025