Management Change/Compensation Form 8 K

Item 2.01Completion of Acquisition or Disposition of Assets

Effective July 1, 2024 (the "Closing Date"), FNCB Bancorp, Inc., a Pennsylvania corporation ("FNCB"), completed its previously announced merger with Peoples Financial Services Corp., a Pennsylvania corporation ("Peoples"), pursuant to the Agreement and Plan of Merger dated September 27, 2023 between Peoples and FNCB (the "Merger Agreement").

Pursuant to the Merger Agreement, on the Closing Date, FNCB merged with and into Peoples, with Peoples continuing as the surviving corporation (the "Merger"), and immediately following the Merger, FNCB Bank, a Pennsylvania-chartered bank ("FNCB Bank"), merged with and into Peoples Security Bank and Trust Company, a Pennsylvania-chartered bank and trust company and a wholly owned subsidiary of Peoples ("Peoples Bank"), with Peoples Bank as the surviving bank (the "Bank Merger").

Pursuant to the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each share of common stock, par value $1.25 per share, of FNCB ("FNCB Common Stock") issued and outstanding immediately prior to the Effective Time, other than certain shares held by Peoples and FNCB, was converted into the right to receive 0.1460 shares (the "Exchange Ratio") of common stock, par value $2.00 per share, of Peoples ("Peoples Common Stock" and such shares, the "Merger Consideration"). Holders of FNCB Common Stock will receive cash (without interest) in lieu of fractional shares of Peoples Common Stock in accordance with the terms of the Merger Agreement.

The total aggregate consideration payable in the Merger was approximately 2,936,172 shares of Peoples Common Stock.

The foregoing description of the Merger and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K and incorporated herein by reference.