Line of Business:	President / CEO
Required Approval Level:	Board of Directors
Last Approval Date:	December 17, 2024
Last Revision Date:	November 2025

Table of Contents
Effective Date	3
Purpose	3
Introduction – General Policy and Guidelines	4
Risk and Responsibility	4
Consequences of Violating Insider Trading Proscriptions and this Policy	5
Summary of Policies and Procedures	5
Policy Prohibiting the Misuse of Material Non-Public Information	7
Restrictions.	7
Procedures for and Restrictions on Trading in Securities	7
Trading Restrictions With Respect to Securities.	7
Section 16(a) of the 1934 ACT – Ownership Reporting Requirements	9
Initial Reports	10
Reports of Change in Status of Equity Securities Owned	10
Annual Reports	10
SEC Penalties for Violations of Reporting Requirements of Section 16(a)	10
Section 16(c) of the 1934 ACT – Short Selling	11
Rules 144 and 145 of the 1933 ACT – Sales of Stock by Affiliates	11
Rule 144	11
Rule 145	12
Violations	12
Miscellaneous Provisions of the 1933 ACT and the 1934 ACT	12
Gifts	13
Distributions and Tender Offers	13
General	13
Distributions	13
Purchases During a Tender Offer	14
Conclusion	14
Appendix A	15
Appendix B	16
Appendix C	17
Appendix D	18
Appendix E	20
Appendix F	21
Appendix G	22
GLOSSARY	22

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Ensure legal compliance: This policy is designed to make sure directors, director emeritus, officers, and employees comply with federal and state securities laws that prohibit trading on material, non-public information.

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Maintain fair markets: They help level the playing field by ensuring that no one has an unfair advantage due to their position or access to information that could affect stock prices.

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Protect company reputation: By preventing the appearance or occurrence of insider trading. This policy helps to safeguard the company's reputation and integrity in the eyes of the public, investors, and regulators.

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Provide clear guidelines: They offer specific procedures for trading company stock and other securities, sometimes including prohibitions on trading during certain periods, requirements for pre-approved trading plans (like 10b5-1 plans), or pre-approval from the general counsel.

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Prevent "tipping": This policy explicitly prohibits individuals from communicating ("tipping") material non-public information to others who may use it to trade, holding both the tipper and the tippee liable.

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Protect company assets: The policy helps protect valuable company assets, such as trade secrets and financial records, which are central to the information insiders possess.

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Manage risk: This policy helps minimize the company's risk of legal penalties and negative public perception that can result from insider trading by personnel.

1.

Buy or sell our securities while in possession of material non‑public information;

2.

Recommend or suggest that anyone else buy, sell or retain our securities while in possession of material non‑public information; or

3.

"Tip" or otherwise disclose material non‑public information about the Company.

B.

Trading in the Company’s securities is prohibited during certain "black‑out periods" for all directors, director emeritus, officers and employees.

C.

Directors, director emeritus, officers and employees must obtain clearance from the President/CEO immediately prior to (i) trading securities of the Company in any "Personal" or "Related" securities accounts and (ii) engaging in any bona fide gifts of securities of the Company1. Directors and officers must receive prior approval from the President/CEO before implementing, amending or terminating a Rule 10b5-1 Plan (as such term is defined below).2

D.

Directors and specified officers must comply with the provisions of Section 16 of the 1934 Act, including, but not limited to, the provisions relating to:

E.

Directors and specified officers who are "affiliates" of the Company must comply with the provisions of Rules 144 and 145 of the 1934 Act, relating to restrictions on the sale of the Company’s securities.

F.

Any person or group (including individuals, institutions, or insiders) who beneficially owns more than 5% of the Company’s stock must comply with the beneficial ownership reporting requirements of Section 13 of the Securities Exchange Act of 1934.

G.

Directors, director emeritus, officers and employees must comply with all other provisions of the federal securities laws to the extent applicable to them.

H.

Bona fide gifts of our securities (including transfers of the Company’s securities made to trusts for estate planning purposes) are not subject to this Policy, unless the person making the gift has reason to believe that the recipient intends to sell the Company’s securities while the person making the gift is aware of material non-public information. 3

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1.	"Black Out Periods" during which Trading in our Securities is Prohibited.

B.	Rule 10b5-1 Plans and Similar Trading Plans.

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trades under the Rule 10b5-1 Plan may not commence until expiration of the “cooling-off period” set forth in Rule 10b5-1;6

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the Rule 10b5-1 Plan must include representations that (i) the person is not aware of any material non-public information about the Company or its securities7 and (ii) the person is adopting, or in certain cases, amending, the Rule 10b5-1 Plan in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b-5;8

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no person may have more than one Rule 10b5-1 Plan outstanding at any given time, unless otherwise permitted by the limited exceptions of Rule 10b5-1 (such as plans relating to “sell to cover” arrangements intended to satisfy tax withholding obligations upon the vesting of equity awards); and9

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no person may have more than one single-trade Rule 10b5-1 Plan (a plan designed to effect the open-market purchase or sale of the total amount of securities covered by the plan in a single transaction) within any consecutive 12-month period, unless otherwise permitted by the limited exceptions of Rule 10b5-1.10

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President;

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Principal financial officer;

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Principal accounting officer;

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Any vice president in charge of a principal business unit, division or function (e.g., sales, administration or finance);

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Any person identified by the Board of Directors as subject to Section 16 of the 1934 Act; and

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Any other person who performs significant policy‑making functions for the Company, which may include any director, officer or employee of a  subsidiary.

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Insiders must file Form 5 to disclose transactions exempt from prior reporting, if these transactions were not reported earlier on Form 4.  Insiders must also file Form 5 to disclose any transaction that should have been reported previously but was not.  Form 5 must be filed before February 15 each year.  At the request of the Insider, the President/CEO will assist in the preparation, review and filing of the form with the appropriate regulatory agencies.  Questions should be directed to the President/CEO or counsel to the Insider.

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No Form 5 need be filed if the Insider acknowledges in writing that there are no transactions to report.  In this case, the Insider should file an executed Affirmative Statement, attached as Appendix C to this Policy, with the President/CEO, or his designee, prior to February 10th of each calendar year.

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Cease‑and‑Desist Orders,

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Civil Monetary Penalties,

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Injunctions and Orders, and

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Contempt.

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"Selling short" occurs when you sell a security you do not own.  Selling short typically takes place when there is an expectation that the price of the shares will go down.

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"Selling short against the box" occurs when you have sufficient shares to cover any sales but, nevertheless, choose to borrow the shares delivered at settlement.  The effect of "selling short against the box" on the market price of stock will be the same as a short sale.

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This rule applies to all sales, whether of shares held directly or shares held in street name accounts through a broker or dealer.

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Limitations on the Volume of Sales.  The shares sold within any three-month period cannot exceed the greater of:

o

1% of the Company’s total outstanding shares, or

o

the average weekly trading volume during the four calendar weeks preceding the sale.

•

Current Public Information.  There must be current public information available about the Company.  (This requirement should pose no obstacle, provided the Company is current in the filing of its periodic reports, e.g., 10‑Qs under the 1934 Act.)

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Manner of Sale.  All sales must be made through a broker or directly with a market maker.

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Form 144.  A person selling in reliance on Rule 144 will, under most circumstances, be required to file with the SEC a notice of sale on Form 144, if the aggregate shares sold during any three‑month period exceed 500 shares or $10,000 aggregate sales price.  If required, the Form 144 must be filed at the time of placing the order to sell.

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Subject Securities.  This rule applies to all shares of the Company’s securities held by affiliates, whether acquired in the market, privately, or from the Company pursuant to a benefit plan.

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Restricted Stock.  If securities are acquired from the Company or from an affiliate in a transaction not registered with the SEC (a so‑called "private placement"), the shares are deemed "restricted securities" and must, in addition to the requirements of subparagraphs 1 through 4 of this paragraph A, be held for at least one year before they can be sold as described above.

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Section 11 of the 1933 Act.

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Section 18 of the 1934 Act.

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Section 14(a) of the 1934 Act.

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Sections 15 of the 1933 Act and 20(a) of the 1934 Act.

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An offering of a substantial amount of the Company’s common stock.  An offering is distinguished from ordinary trading transactions by the magnitude of the sales and the presence of special selling efforts and methods.  The sale of as little as 1% of outstanding stock has been treated as a distribution.  The rule does not apply, however, to offerings of nonconvertible debt securities and preferred stock, provided that they have been rated investment grade by at least one nationally recognized statistical rating organization.

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A merger or an exchange offer.

o

A merger involving the issuance of stock of the acquiring company is considered a distribution of that stock.  A merger in which the Company will issue the Company’s common stock as consideration will, therefore, prohibit purchase of the Company’s common stock by affiliates of the Company during specified periods.

o

In a merger, shareholders of the acquired company will exchange their shares for stock of the Company.  As a result, the SEC treats the shares of the acquired company as shares convertible into the Company’s common stock.   The restriction on purchases during the pendency of a merger, therefore, applies to shares of both the Company and the acquired company.

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Shelf Offerings.

o

Shares registered in a shelf registration statement may be sold anytime during a two‑year period.  The SEC considers any sale of registered securities (i.e., a "take‑down" from the shelf) during the two‑year period to be a distribution.

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"Cooling Off" Period.

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the President/CEO, or his designee, has been informed of the transaction and the Insider has delivered an executed Certification of Non-Disclosure of Material Non-Public Information, attached as Appendix B and an executed Request for Clearance to Trade, attached as Appendix F to this Policy, to the President/CEO, or his designee, or

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the Insider has a valid, executed Rule 10b5-1 Plan under which securities are to be purchased or sold.

Date		Signature of Director, Officer or Employee

Date		Signature of Director, Officer or Employee

Date:
			Signature of Person Making Certification
			Print Name

President/CEO

Date:
			Signature of Person Making Certification
			Print Name
President/CEO
Date Received

1.

Have you or your family members purchased or otherwise acquired Citizens Financial Services, Inc. securities within the past six months? ____ Yes ____ No

2.

Have there been any option grants within the past six months? ____ Yes ____ No

3.

Do you anticipate any purchases (or option grants) within the next six months (e.g., expiration of an option)? ____ Yes ____ No

4.

Have you notified the President/CEO of the pending transaction and completed a Form 4, if required? ____ Yes ____ No

5.

If you are an "affiliate," as the term is defined under the Federal securities laws, have you completed a Form 144 and notified the broker to sell pursuant to Rule 144?  ____ Yes ____ No

1.

Have you (or family members) sold or transferred any securities of Citizens Financial Services, Inc. within the past six months? ____ Yes ____ No

2.

Do you anticipate any sales or other dispositions within the next six months (e.g. tax-related or year-end transactions)? ____ Yes ____ No

3.

Have you notified the President/CEO of the pending transaction and completed a Form 4, if required? ____ Yes ____ No

4.

What is the proposed manner of purchase or acquisition?

Signature of Insider		Print Name of Person Signing This Checklist
(SSN or TIN of Insider)
Signature of President/CEO

Date		Signature of Covenantor
		Print Name of Person
President/CEO		Print Person's Employer or Trade Name

Name:

Title:

☐

I wish to purchase. Number and type of securities to be purchased: ________________

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I wish to sell. Number and type of securities to be sold: ________________

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I wish to gift. Number and type of securities to be gifted: ________________

☐

I wish to enter into, amend or terminate the attached Rule 10b5-1 Plan. [Please attach draft plan.]

☐

Other transaction:  _____________________________________________________________________________________

Date		Signature
Approved by:
President/CEO		Date

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1.

The term "pecuniary interest" in any class of equity securities means opportunity, directly or indirectly, to profit or share in any profit derived from a transaction in the subject securities.

2.

The term "indirect pecuniary interest" in any class of equity securities includes, but is not limited to:

a.

Securities held by members of a person’s immediate family sharing the same household; provided, however, that the presumption of beneficial ownership may be rebutted;

b.

A general partner’s proportionate interest in the portfolio securities held by a general or limited partnership.  The general partner’s proportionate interest, as evidenced by the partnership in effect at the time of the transaction and the partnership’s most recent financial statements is the greater of:

i.

The general partner’s share of the partnership’s profits, including profits attributed to any limited partnership interest held by the general partner and any other interests in profits that arise from the purchase and sale of the partnership’s portfolio securities; or

ii.

The general partner’s share of the partnership capital account, including the share attributable to any limited partnership interest held by the general partner.

c.

A performance‑related fee, other than an asset‑based fee, received by any broker, dealer, bank, insurance company, investment company, investment advisor, investment manager, trustee or person or entity performing a similar function; provided, however, that no pecuniary interest shall be present where:

i.

The performance‑related fee, regardless of when payable, is calculated based on net capital gains and/or net capital appreciation generated from the portfolio or from the fiduciaries overall performance over a period of one year or more; and

ii.

Equity securities of the issuer do not account for more than 10% of the market value of the portfolio.  A right to a nonperformance‑related fee alone is not a pecuniary interest in the securities.

d.

A person’s right to dividends that are separated or separable from the underlying securities.  Otherwise, a right to dividends alone does not represent a pecuniary interest in the securities;

e.

A person’s interest in securities held by a trust; and

f.

A person’s right to acquire equity securities through the exercise or conversion of any derivative security, whether or not presently exercisable.

3.

A shareholder is not deemed to have a pecuniary interest in portfolio securities held by a corporation or similar entity in which the person owns securities, if the shareholder is not a controlling shareholder of the entity and does not have or share investment control over the entity’s portfolio.

B.

"Blackout Period. " Is a specific timeframe during which individuals, institutions, or insiders with access to material, non-public information are prohibited from trading a company's stock.

1.

The Company's Directors, including Advisory, Emeritus and Honorary Directors, to the extent they have access to inside information,  and the Company’s senior executive officers;

2.

A subsidiary bank’s Directors, President and Chief Executive Officer, and  Senior Vice President, Cashier, Secretary, President/CEO, Auditor, and certain Vice Presidents (which shall include any officers of the subsidiary banks who may have access to material inside information about the Company), as designated at least annually by resolution of the Company’s Board of Directors;

3.

Other employees of the Company who may have access to material inside information about the Company; or

4.

10% Holders (persons holding ten percent (10%) or more of the Company’s outstanding securities).

D.

"Inside Information."  For purposes of this Policy, Inside Information means information that emanates from within the Company, and is intended for a corporate purpose, such as data concerning corporate or subsidiary operations, finances or expansion and acquisition plans.  This information may relate to the Company or to one or more third party entities.  Knowledge of a potential takeover is an obvious form of Inside Information.  This term includes all material non-public information which affects the Company or the market for our securities.

E.

"Quasi-insider."  A person, such as an attorney, accountant, consultant, investment banker and any other person temporarily employed by the Company or its subsidiaries who gains access to material non-public information is a Quasi‑insider.

F.

"Temporary Insider."  A person who gains access to material non-public information, even if he or she has no relationship with the Company is a Temporary Insider.

G.

"Ten Percent Beneficial Owners."  Beneficial ownership, as defined by  Section 13(d) of the 1934 Act, is used to determine when a person owns more than 10% of a class of equity securities for Section 16 purposes, with some modifications.  The Section 13(d) definition of beneficial ownership is used to determine when status as a 10% holder is reached.  Once insider status is attained, the reporting and short-swing provisions of Section 16 apply only to securities in which the insider has a reportable interest, as defined under Section 16.

H.

"Equity Securities."  An equity security is defined broadly and includes any stock or derivative securities including stock options, warrants, convertible securities, stock appreciation rights, or similar rights with an exercise or conversion privilege at a price related to, or similar securities (including "put" and "call" options) with a value derived from, the value of the Company’s stock.

I.

"Material Information."  Information is "material" if it is likely to affect the market price of a specific security and there is a substantial likelihood that a reasonable investor would attach importance to it in deciding whether to buy, sell or hold the security.  Information may be material even if it relates to speculative or contingent events. Whether the information is obtained or generated from inside or outside the Company is not relevant.  Depending on the circumstances, examples could include:

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information about contemplated mergers or acquisitions tender offers or exchange offers;

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proposed recapitalization;

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pending material litigation;

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Company and various customer business and capital expenditure plans;

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proposed divestitures;

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sales or purchases of assets;

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plans for issuance or redemption of securities;

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forthcoming research reports;

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changes in dividend policy;

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earnings or earnings estimates or changes in previously released earnings or earnings estimates;

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changes in management;

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financial liquidity problems;

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other information about customers, suppliers, improprieties within a company; and

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government investigations, inquiries and/or enforcement actions.

J.

"Non‑public Information."  Information is nonpublic until it has been widely disclosed to the general public.  Unless information has been publicly disclosed (by means of a press release carried over a major news service, in a major news publication, in a public filing made with the SEC, or in materials sent to shareholders) and the market has had sufficient time to absorb and react to the information, we presume that the information is nonpublic. Officers, directors, director emeritus, and other insiders should wait some period of time after a major disclosure before trading. As a general rule, we avoid trading for two full days following a major news announcement.  If circumstances (e.g., a complex transaction) indicate that a longer period for public dissemination may be necessary, avoid trading until a longer time period has passed.  Our President/CEO is available to advise you.

K.

"Personal and Related Accounts."  A Personal Account is any securities account held by you or any account in which you have a direct or indirect beneficial interest and ability to influence transactions (e.g., joint accounts, co‑trustee accounts, partnerships, investment clubs, etc.)  A Related Account means any securities account of the director’s, officer’s or employee’s: