trading day before the public announcement of the merger, the closing price of CZFS common stock was $70.00 per share and the closing price of HVBC common stock was $19.99 per share. On             , 2023, the last practicable trading day before the printing of the attached proxy statement/prospectus, the closing price of CZFS common stock was $         per share and the closing price of HVBC common stock was $         per share. These prices may fluctuate between now and the closing of the merger. We urge you to obtain current market quotations for both CZFS and HVBC common stock.

Your vote is important regardless of the number of shares you own. Whether or not you plan to attend the special meeting, please take the time to vote by completing and mailing the enclosed proxy card as soon as possible to make sure your shares are represented at the special meeting. Alternatively, you may vote through the Internet or by telephone. If you sign, date and returnhold shares through a bank or broker, please use the voting instructions you have received from your bank or broker. If you submit a properly signed proxy card without indicating how you want to vote, your proxy will be counted as a vote “FOR” approval“FOR” each of the merger agreement and “FOR” approval of one or more adjournments or postponements of theproposals being voted on at HVBC special meeting, if necessary or appropriate, including adjournments or postponements to permit further solicitation of proxies in favor of the approval of the merger agreement. If you fail to vote, it will have the same effect as voting “AGAINST” approval of the merger agreement.

This joint proxy statement/prospectus is being delivered to FNB stockholders in connection with the solicitation by the FNB Board of Directors of proxies to be used at the special meeting of FNB stockholders.meeting. The joint proxy statement/prospectus provides you with detailed information about the proposed merger. It also contains or references information about Citizens and FNB and related matters. You are encouraged to read this document carefully.In particular, you should read the “Risk Factors” section for a discussion of the risks you should consider in evaluating the proposed merger and how it will affect you.

Voting procedures are described in the joint proxy statement/prospectus. Your vote is important.Whether or not you plan to attend the annual meeting of stockholders, please take the timefailure to vote by completingsubmitting your proxy or attending HVBC’s special meeting and voting in person will have no effect on the enclosedmerger proposal.

The accompanying document serves as the proxy cardstatement for HVBC’s special meeting and mailing itas the prospectus for the shares of CZFS common stock to be issued in the enclosed envelope.merger. This proxy statement/prospectus describes the HVBC special meeting, the merger, the documents related to the merger and other related matters. Please carefully review and consider this proxy statement/prospectus. Please give particular attention to the discussion under the heading “Risk Factors” beginning on page 19 for risk factors relating to the transaction that you should consider.

HVBC’s board of directors unanimously recommends that shareholders vote “FOR” the merger proposal, “FOR” the compensation proposal and “FOR” the adjournment proposal.

	Sincerely,
	Sincerely,
	Rodney P. Seidel
Travis J. Thompson
President
Chairman and Chief Executive Officer

PLEASE MARK, SIGN, DATE AND RETURN YOUR PROXY CARD PROMPTLY, WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING OF STOCKHOLDERS

Neither the Securities and Exchange Commission nor any state securities commission or bank regulatory agency has approved or disapproved of the merger or the securities to be issued under this joint proxy statement/prospectusin the merger or determined if this jointthe attached proxy statement/prospectus is accurate or adequate. Any representation to the contrary is a criminal offense.

The securities Citizens Financial Services, Inc. is offering through this documentshares of CZFS common stock to be issued in the merger are not savings or deposit accounts, deposits or other obligations of any bank or nonbank subsidiary of either Citizens Financial Services, Inc. or The First National Bank of Fredericksburg,savings association and they are not insured by the Federal Deposit Insurance Corporationany federal or any otherstate governmental agency.

This joint proxy statement/prospectus isdated []is dated             , 2015,2023, and is first being mailed to stockholders of The First National Bank of FredericksburgHVBC shareholders on or about             October 7, 2015., 2023.

30162005 South Pine Grove StreetEaston Road, Suite 304

Fredericksburg, Pennsylvania 17026Doylestown, PA 18901

(717) 202-2255(267) 280-4000

NOTICE OF SPECIAL MEETING OF STOCKHOLDERSSHAREHOLDERS

TO BE HELD ON

A special meeting of the stockholdersshareholders of The First National Bank of FredericksburgHV Bancorp, Inc. (“HVBC”), a Pennsylvania corporation, will be held at                      the Fredericksburg Community Center, 125 S. Tan Street, Fredericksburg Pennsylvania, on             Tuesday, November 10, 2015,, 2023, at                     1:00 p.m., local time, to consider and vote uponfor the following matters:purposes:

YouThe merger agreement and proposed merger are entitled to dissent to the merger and receive payment for your shares under 12 U.S.C. §214a(b). Any stockholder who wishes to exercise these rights must strictly comply with the proceduresmore fully described in the attached joint proxy statement/prospectus, including: (1) (a) delivering to The First National Bank of Fredericksburg, at or before the vote on the merger agreement taken at the special meeting of stockholders, written notice to the presiding officer that he or she dissents from the merger agreement; or (b) voting against the merger agreement; and (2) strictly complying with all of the procedures required under 12 U.S.C. §214a(b). A copy of 12 U.S.C. §214a(b)is attached asAppendix C to this joint proxy statement/prospectus.

The proposed merger is described in more detail in the attached joint proxy statement/prospectus, which you should read carefully in its entirety before voting. A copy of the merger agreement is attachedincluded asAppendixAnnex A to this jointthe attached proxy statement/prospectus.

The board of directors of HVBC has established the close of business on             , 2022, as the record date for the special meeting. Only stockholdersrecord holders of record of The First National Bank of FredericksburgHVBC common stock as of the close of business on September 30, 2015, arethat date will be entitled to notice of and to vote at the special meeting of stockholders or any adjournmentsadjournment or postponement of that meeting. The affirmative vote of a majority of the special meeting.

Yourvotes cast by all HVBC shareholders entitled to vote is very important. To ensure your representation at the special meeting is required to approve each of stockholders, please follow the voting procedures described inmerger proposal, the attachedjoint proxy statement/prospectuscompensation proposal and onthe adjournment proposal.

Your vote is important, regardless of the number of shares that you own. Please complete, sign and return the enclosed proxy card.card promptly in the enclosed postage-paid envelopeThis. Alternatively, you may vote through the Internet or by telephone. Voting by proxy will not prevent you from voting in person at the special meeting, but it will helpassure that your vote is counted if you are unable to secure a quorum and avoid added solicitation costs. Yourattend. You may revoke your proxy may be revoked at any time before it is voted.the meeting. If your shares are held in the name of a bank, broker or other nominee, please follow the instructions on the voting instruction card furnished to you by such record holder.holder with these materials.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE MERGER PROPOSAL AND “FOR” THE ADJOURNMENT PROPOSAL.

October 7, 2015

Fredericksburg, PennsylvaniaThe HVBC board of directors unanimously recommends that you vote “FOR” each of the proposals.

Rodney P. Seidel, President and Chief Executive Officer

The First National Bank of Fredericksburg

3016 South Pine Grove Street

Fredericksburg, Pennsylvania 17026

(717) 202-2255

REFERENCES TO ADDITIONAL INFORMATION

This jointBoth CZFS and HVBC file annual, quarterly and special reports, proxy statement/prospectus incorporates importantstatements and other business and financial information about Citizens Financial Services, Inc. from documents filedelectronically with the Securities and Exchange Commission (the “SEC”),. In addition, the accompanying proxy statement/prospectus incorporates by reference important business and financial information about CZFS from documents that are not included in or delivered with this jointthe proxy statement/prospectus. You can obtain any of the documents filed with or furnished to the SEC by Citizens Financial Services, Inc.CZFS or HVBC at no cost from the SEC’s website athttp://www.sec.govwww.sec.gov.. You maywill also be able to obtain these documents, free of charge, from CZFS at www.firstcitizensbank.com under “Investor Relations” and then under “SEC Filings,” or from HVBC by accessing HVBC’s website at www.myhvb.com under the “Investor Relations” tab and then under “SEC Filings.” These documents are available without charge to you upon written or oral request copiesto the applicable company’s principal executive offices. The respective addresses and telephone numbers of such principal executive offices are listed below:

To obtain timely delivery of these documents, you must request the information no later than five business days before the HVBC special meeting. This means that you must make your request no later than             , 2023.

For a more detailed description of the information incorporated by reference in the accompanying proxy statement/prospectus and how you may obtain it, see “Where You Can Find More Information” beginning on page 108.

The accompanying proxy statement/prospectus provides a detailed description of the merger and the merger agreement. We urge you to read the proxy statement/prospectus, including any documents incorporated by reference in this jointinto the proxy statement/prospectus, at no cost by contacting Citizens Financial Services, Inc.and its annexes carefully and in their entirety. If you have any questions concerning the merger or need assistance voting your shares, please contact Laurel Hill Advisory Group, LLC, HVBC’s proxy solicitor at the following address:address or telephone number listed below:

Citizens Financial Services, Inc.Laurel Hill Advisory Group

15 South Main Street2 Robbins Lane, Suite 201

Mansfield, Pennsylvania 16933Jericho, New York 11753

Attention: Randall E. BlackBanks and Brokers Call (516) 933-3100

President and Chief Executive OfficerAll Others Call Toll-Free (888) 742-1305

Please do not send your stock certificates at this time. You will be sent separate instructions regarding the surrender of your stock certificates, if applicable.

ABOUT THIS DOCUMENT

This proxy statement/prospectus, which forms part of a registration statement on Form S-4 (Registration Statement No. 333-            ) filed by CZFS with the SEC, constitutes a prospectus of CZFS for purposes of the Securities Act of 1933, as amended (the “Securities Act”), with respect to the CZFS common stock to be issued to HVBC shareholders in exchange for shares of HVBC common stock pursuant to the merger agreement, as such agreement may be amended or modified from time to time. This proxy statement/prospectus also constitutes a proxy statement for HVBC. In addition, it constitutes a notice of special meeting with respect to the special meeting of HVBC.

You should rely only on the information contained in, or incorporated by reference into,in this document.proxy statement/prospectus. No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this document.proxy statement/prospectus. This documentproxy statement/prospectus is dated     [], 2015,2023, and you should not assume that the information contained in, this document is accurate only as of such date. You should assume that the informationor incorporated by reference into, this documentproxy statement/prospectus is accurate only as of any date other than that date (or, in the datecase of such information. See “Where You Can Find More Information.”documents incorporated by reference, their respective dates). Neither the mailing of this proxy statement/prospectus to HVBC’s shareholders nor the issuance by CZFS of shares of CZFS common stock pursuant to the merger agreement will create any implication to the contrary.

The information on CZFS’ and HVBC’s websites is not part of this document. References to CZFS’ and HVBC’s websites in this document are intended to serve as textual references only.

This documentproxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction toin which or byto any person to or by whom it is unlawful to make any such offer or solicitation in such jurisdiction. Except where the context otherwise indicates, informationInformation contained in this documentproxy statement/prospectus regarding Citizens Financial Services, Inc.CZFS has been provided by Citizens Financial Services, Inc.CZFS and information contained in this documentproxy statement/prospectus regarding The First National Bank of FredericksburgHVBC has been provided by The First National BankHVBC.

Table of Fredericksburg.Contents

TABLE OF CONTENTS

Page

i

QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE STOCKHOLDERHVBC SPECIAL MEETING

The following questions and answers are answersintended to certainaddress briefly some commonly asked questions that you may have regarding the merger and the stockholderHV Bancorp, Inc. special meeting. We urge you to read carefully the remainder of this joint proxy statement/prospectus because the information in this sectionThese questions and answers may not provideaddress all the informationquestions that mightmay be important to you in determining how to vote. Additional important information is also contained inas an HVBC shareholder. To better understand these matters, and for a description of the appendices to, andlegal terms governing the merger, you should carefully read this entire proxy statement/prospectus, including the annexes, as well as the documents that have been incorporated by reference in this joint proxy statement/prospectus. See “Where You Can Find More Information.”

GENERAL QUESTIONS ABOUT THE MERGER

We are delivering this proxy statement/prospectus to you as both a proxy statement of HVBC and a prospectus of CZFS. It is a proxy statement because the board of directors of HVBC is soliciting proxies from HVBC shareholders to vote on the approval of the merger proposal at the HVBC special meeting of shareholders and adjournments of the special meeting, if necessary, for the purpose of soliciting additional proxies in favor of the foregoing proposal. Your proxy will be used at the HVBC special meeting or at any adjournment or postponement of that special meeting. It is also a prospectus because CZFS will issue CZFS common stock to HVBC shareholders as consideration in the merger, and this prospectus contains information about that common stock.

You will have the opportunity to elect the form of consideration to be received for your shares, however, each HVBC shareholder’s election is subject to proration provisions that may modify the shareholder’s election to ensure that 20% of the outstanding shares of HVBC common stock (excluding shares of HVBC common stock to be canceled in connection with the merger) are exchanged for cash and 80% of the outstanding shares of HVBC common stock are exchanged for shares of CZFS common stock, which may result in your receiving a portion or all of the merger consideration in a form other than that which you elected.

CZFS may opt to increase the amount of CZFS common stock issuable to HVBC shareholders or make cash payments to HVBC shareholders in specific circumstances where HVBC could otherwise terminate the merger agreement. For more information regarding these termination rights and the adjustments that may result to the merger consideration, see “The Merger Agreement—Termination” on page 84 for more information.

The value of the stock consideration is dependent upon the value of CZFS common stock and, therefore, will fluctuate with the market price of CZFS common stock. Accordingly, any change in the price of CZFS common stock prior to the merger will affect the market value of the stock consideration that HVBC shareholders may elect to receive as a result of the merger.

A broker non-vote occurs when a bank, broker, trustee or other nominee is not permitted to vote on a “non-routine” matter without instructions from the beneficial owner of the shares and the beneficial owner fails to provide the bank, broker, trustee or other nominee with such instructions. Broker non-votes only count toward a quorum if at least one (1) proposal is presented with respect to which the bank, broker, trustee or other nominee has discretionary authority. It is expected that all proposals to be voted on at the HVBC special meeting will be “non-routine” matters, and, as such, broker non-votes, if any, will not be counted as present and entitled to vote for purposes of determining a quorum at the HVBC special meeting. If your bank, broker, trustee or other nominee holds your shares of HVBC common stock in “street name,” such entity will vote your shares of HVBC common stock only if you provide instructions on how to vote by complying with the instructions provided to you by your bank, broker, trustee or other nominee with this proxy statement/prospectus.

Your bank, broker, trustee or other nominee may not vote your shares on the merger proposal, the compensation proposal and the adjournment proposal, which broker non-votes, if any, will have no effect on the outcome of such proposals

You should send any notice of revocation to:

HV Bancorp, Inc.

2005 South Easton Road, Suite 304

Doylestown, Pennsylvania 18901

(267) 280-4000

Attention: Janice Garner, Secretary

If you hold your FNB shares of HVBC common stock in “street name” through a bank, broker or other nominee, you must follow the directions you receive from your bank, broker or other nominee to change your voting instructions.

Laurel Hill Advisory Group

2 Robbins Lane, Suite 201

Jericho, New York 11753

Banks and Brokers Call (516) 933-3100

All Others Call Toll-Free (888) 742-1305

RISK FACTORS

In addition to the other information contained in or incorporated by reference into this proxy statement/prospectus, including the matters addressed under the caption “Information Regarding Forward-Looking Statements” on page 26 and the risk factors specific to CZFS’ business that will also affect the combined company after the merger described in the sections entitled “Risk Factors” in CZFS’ Annual Report on Form 10-K for the fiscal year ended December 31, 2021 and in other documents incorporated by reference into this proxy statement/prospectus, you should carefully read and consider the following risk factors in deciding whether to vote for approval of the merger proposal.

Risks Related to the Merger

The value of the merger consideration will vary with changes in CZFS’ stock price.

Upon completion of the merger, each share of HVBC common stock will be converted into the right to receive merger consideration consisting of, at the option of the holder of such share, either cash or shares of CZFS common stock. Because the per share stock consideration is fixed at 0.4000 shares of CZFS common stock, the market value of the CZFS common stock to be issued in the merger will depend upon the market price of CZFS common stock. This market price may vary from the closing price of CZFS common stock on the date the merger was announced, on the date that this proxy statement/prospectus was mailed to HVBC shareholders and on the date of the HVBC special meeting. Accordingly, HVBC shareholders who elect to receive stock consideration will not necessarily know or be able to calculate the value of the stock consideration they would be entitled to receive upon completion of the merger.

HVBC shareholders may receive a form of consideration different from what they elect.

While each HVBC shareholder may elect to receive cash or CZFS common stock in the merger, 20% of HVBC common stock outstanding at the completion of the merger will be exchanged for cash consideration and 80% of HVBC common stock outstanding at the completion of the merger will be exchanged for shares of CZFS common stock. Therefore, if HVBC shareholders elect more cash than is available under the merger agreement, their elections will be prorated to permit 80% of HVBC common stock outstanding at the completion of the merger to be exchanged for shares of CZFS common stock. Similarly, if HVBC shareholders elect more stock consideration than is available under the merger agreement, their elections will be prorated to permit 20% of HVBC common stock outstanding at the completion of the merger to be exchanged for cash consideration. As a result, your ability to receive cash or stock consideration in accordance with your election may depend on the elections of other HVBC shareholders.

The merger agreement may not be completed if certain conditions to the merger are not satisfied or waived or if the merger agreement is terminated by the parties in accordance with its terms.

The merger agreement is subject to a number of conditions which must be fulfilled in order to complete the merger. Those conditions include:

In addition, HVBC has the right to terminate the merger agreement if the average closing price of CZFS common stock for a specified period prior to closing is less than $56.00 and the CZFS common stock underperforms a specified peer-group index by more than 20%. However, CZFS will have the option to increase the amount of CZFS common stock to be provided or make cash payments to HVBC shareholders, in which case no termination will occur. See the section of this proxy statement/prospectus titled “The Merger Agreement—Termination” beginning on page 84 for a more complete discussion of the circumstances under which the merger agreement could be terminated.

Regulatory approvals may not be received, may take longer than expected, or may impose conditions that are not presently anticipated or that could have an adverse effect on CZFS following the instructionsmerger.

Before the merger may be completed, various approvals or consents must be obtained from state and federal governmental authorities, including the FRB and the PADOBS. These approvals could be delayed or not obtained at all, including due to: an adverse development in either party’s regulatory standing or in any other factors considered by regulators when granting such approvals, including factors not known as of the date of this proxy statement/prospectus; governmental, political or community group inquiries, investigations or opposition; or changes in legislation or the political environment generally.

The approvals that are granted may impose terms and conditions, limitations, obligations or costs, or place restrictions on the conduct of CZFS’ business or require changes to the terms of the transactions contemplated by the merger agreement. There can be no assurance that regulators will not impose any such conditions, limitations, obligations or restrictions and that such conditions, limitations, obligations or restrictions will not have the effect of delaying the completion of any of the transactions contemplated by the merger agreement, imposing additional material costs on or materially limiting the revenues of CZFS following the merger or otherwise reduce the anticipated benefits of the merger if the merger were consummated successfully within the expected timeframe. In addition, there can be no assurance that any such conditions, terms, obligations or restrictions will not result in the section entitled “Referencesdelay or abandonment of the merger. CZFS is not required to Additional Information.complete the merger if a governmental agency, as part of its authorization or approval, imposes any term, condition or restriction upon CZFS or its subsidiaries that, in CZFS’ reasonable determination, would prohibit or materially limit the ownership or operation by CZFS of any material portion of HVBC’s or CZFS’ business or assets, or that would compel CZFS to dispose or hold separate any material portion of HVBC’s or CZFS’ assets. Additionally, the completion of the merger is conditioned on the absence of certain orders, injunctions or decrees by any court or regulatory agency of competent jurisdiction that would prohibit or make illegal the completion of any of the transactions contemplated by the merger agreement.

CZFS and HVBC will incur transaction and integration costs in connection with the merger and, if the merger is not completed, CZFS and HVBC will have incurred substantial expenses without realizing the expected benefits of the merger.

Each of CZFS and HVBC has incurred substantial expenses in connection with the transactions described in this proxy statement/prospectus. CZFS also expects to incur substantial expenses in connection with consummation of the merger and integrating the business, operations, networks, systems, technologies, policies and procedures of HVBC with those of CZFS. Some of these costs are payable by either CZFS or HVBC regardless of whether the merger is completed.

While CZFS and HVBC have assumed that a certain level of costs will be incurred, there are many factors beyond their control that could affect the total amount or the timing of the integration costs. Moreover, many of the costs that will be incurred are, by their nature, difficult to estimate accurately. These integration costs may result in the combined company taking charges against earnings following the completion of the merger, and the

amount and timing of such charges are uncertain at present. There can be no assurances that the expected benefits and efficiencies related to the integration of the businesses will be realized to offset these transaction and integration costs over time. These factors and similar risks could have an adverse effect on the results of operation, business and stock prices of CZFS and HVBC.

HVBC’s directors and executive officers have financial interests in the merger that may be different from, or in addition to, the interests of HVBC shareholders.

In considering the information contained in this proxy statement/prospectus, you should be aware that HVBC’s executive officers and directors have financial interests in the merger that are different from, or in addition to, the interests of HVBC shareholders generally. These interests include, among other things:

HVBC will be subject to business uncertainties and contractual restrictions while the merger is pending.

Uncertainty about the effect of the merger on employees, suppliers and customers may have an adverse effect on HVBC. These uncertainties may impair HVBC’s and/or HVB’s ability to attract, retain and motivate key personnel until the merger is completed, and could cause customers, suppliers and others who deal with HVBC and/or HVB to seek to change existing business relationships with HVBC and/or HVB. HVBC and HVB employee retention and recruitment may be particularly challenging prior to the effective time of the merger, as employees and prospective employees may experience uncertainty about their future roles with the combined company.

The pursuit of the merger and the preparation for the integration may place a significant burden on management and internal resources of HVBC. Any significant diversion of management attention away from ongoing business and any difficulties encountered in the transition and integration process could affect the financial results of HVBC and HVB and, following the merger, the combined company. In addition, the merger agreement requires

that HVBC and HVB operate in the ordinary course of business consistent with past practice and restricts HVBC and HVB from taking certain actions prior to the effective time of the merger or termination of the merger agreement without the prior written consent of CZFS. These restrictions may prevent HVBC and/or HVB from pursuing attractive business opportunities that may arise prior to the completion of the merger.

The termination fee and the restrictions on solicitation contained in the merger agreement may discourage other companies from trying to acquire HVBC.

Until the completion of the merger, HVBC is prohibited from soliciting, initiating, encouraging, or with some exceptions, considering any inquiries or proposals that may lead to a proposal or offer for a merger or other business combination transaction with any person other than CZFS. In addition, HVBC has agreed to pay a termination fee of $2.7 million to CZFS in specified circumstances. These provisions could discourage other companies from trying to acquire HVBC even though those other companies might be willing to offer greater value to HVBC shareholders than CZFS has offered in the merger. The payment of the termination fee also could have a material adverse effect on HVBC’s results of operations.

The fairness opinion obtained by HVBC from its financial advisor will not reflect changes in circumstances subsequent to the date of the fairness opinion.

TKG orally delivered to the board of directors of HVBC its opinion, which was subsequently confirmed in writing, dated as of October 18, 2022, to the effect that, as of such date and based upon and subject to the factors, qualifications and assumptions set forth therein, the merger consideration set forth in the merger agreement was fair to the holders of HVBC common stock from a financial point of view. Because HVBC does not currently anticipate asking TKG to update its opinion, the opinion will not address the fairness of the merger consideration from a financial point of view at the time the merger is completed. Accordingly, the opinion does not reflect changes that may occur or may have occurred after the date of the opinion, including changes to the operations and prospects of CZFS or HVBC, changes in general market and economic conditions or regulatory or other factors which may be beyond the control of CZFS and HVBC. Any such changes, or changes in other factors on which the opinion was based, may materially alter or affect the relative values of CZFS or HVBC.

If the merger is not consummated by June 30, 2023, CZFS or HVBC may terminate the merger agreement.

Either CZFS or HVBC may terminate the merger agreement under certain circumstances, including if the merger has not been consummated by June 30, 2023. However, this termination right will not be available to a party if the failure to consummate the transaction by such is due to a material breach of the merger agreement by the party seeking to terminate the merger agreement.

The tax consequences of the merger to an HVBC shareholder will be dependent upon the merger consideration received.

The merger is intended to qualify for U.S. federal income tax purposes as a “reorganization” within the meaning of Section 368(a) of the Code. Therefore, for U.S. federal income tax purposes, as a result of the merger, it is expected that a U.S. holder of shares of HVBC common stock generally will only recognize gain (but not loss) in an amount not to exceed the cash (if any) received as part of the merger consideration and will recognize gain or loss if such holder received the entirety of its consideration in cash or with respect to any cash received in lieu of fractional shares of CZFS common stock.

Risks Related to the Combined Company if the Merger is Completed

CZFS may fail to realize the anticipated benefits of the merger.

The success of the merger will depend on, among other things, CZFS’ ability to realize anticipated cost savings and to combine the businesses of CZFS and HVBC in a manner that does not materially disrupt the existing

customer relationships of HVBC and/or HVB nor result in decreased revenues from any loss of customers. The success of the merger will also depend upon the integration of employees, systems, operating procedures and information technologies, as well as the retention of key employees. Additionally, the success of the merger is to an extent dependent upon HVBC and/or HVB customers choosing to continue their relationships with the combined company following the consummation of the transaction. If CZFS is not able to successfully achieve its objectives, or if HVBC and/or HVB customers choose not to continue their relationships with the combined company, the anticipated benefits of the merger may not be realized fully or at all or may take longer to realize than expected.

CZFS and HVBC have operated and, until the completion of the merger, will continue to operate, independently. It is possible that the integration process could result in the loss of key employees, the disruption of HVBC’s ongoing businesses or inconsistencies in standards, controls, procedures and policies that adversely affect the ability of CZFS to maintain relationships with customers and employees or to achieve the anticipated benefits of the merger.

Unanticipated costs relating to the merger could reduce CZFS’ future earnings per share.

CZFS believes that it has reasonably estimated the likely costs of integrating the operations of CZFS and HVBC, and the incremental costs of operating as a combined company. However, it is possible that unexpected transaction costs such as taxes, fees or professional expenses or unexpected future operating expenses such as increased personnel costs or increased taxes, as well as other types of unanticipated adverse developments, could have a material adverse effect on the results of operations and financial condition of the combined company. If unexpected costs are incurred, the merger could have a dilutive effect on the combined company’s earnings per share. In other words, if the merger is completed, the earnings per share of CZFS common stock could be less than they would have been if the merger had not been completed.

After the merger is completed, HVBC shareholders who receive stock compensation will become CZFS shareholders and will have different rights that may be less advantageous than their current rights.

Upon completion of the merger, HVBC shareholders who receive stock compensation will become CZFS shareholders. Differences in HVBC’s articles of incorporation and by-laws and CZFS’ articles of incorporation and by-laws will result in changes to the rights of HVBC shareholders who become CZFS shareholders. For more information, see “Comparison of Shareholder Rights,” beginning on page 99 of this document.

Both CZFS and HVBC shareholders will have a reduced ownership and voting interest after the merger and will exercise less influence over management of the combined organization.

HVBC shareholders currently have the right to vote in the election of the board of directors of HVBC and on various other matters affecting HVBC. After the merger, each HVBC shareholder will hold a percentage ownership of the combined organization that is much smaller than such shareholder’s current percentage ownership of HVBC. It is expected that the former shareholders of HVBC as a group will receive shares in the merger constituting less than approximately 18% of the outstanding shares of CZFS common stock immediately after the merger. Because of this, HVBC’s shareholders will have significantly less influence on the management and policies of CZFS than they now have on the management and policies of HVBC. Additionally, CZFS’ shareholders will have less influence on the management and policies of CZFS than they now have on the management and policies of CZFS.

SUMMARY SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED DATA FOR CZFS

On October 18, 2022, CZFS, CZFSAC, FCCB, HVBC and HVB entered into a merger agreement pursuant to which (i) HVBC will merge with and into CZFS, with CZFS as the surviving entity, and (ii) HVB will merge with and into FCCB, with FCCB as the surviving entity (the “Proposed Merger”). The Proposed Merger is expected to close in the first half of 2023, subject to approval by HVBC’s shareholders and customary closing conditions and regulatory approvals.

The following table shows selected financial information on a pro forma condensed combined basis giving effect to the Proposed Merger and related transactions (the “Proposed Transactions”), which is known as “pro forma” information, as if the Proposed Transactions had occurred on September 30, 2022, in the case of the balance sheet information, and at the beginning of the period presented, in the case of the income statement information. The pro forma information reflects the acquisition method of accounting.

CZFS anticipates that the Proposed Merger will provide the combined company with financial benefits that include reduced operating expenses and greater revenue. The pro forma information, while helpful in illustrating the financial characteristics of CZFS following the Proposed Merger under one set of assumptions, does not reflect these benefits and, accordingly, does not attempt to predict or suggest future results. The pro forma information also does not necessarily reflect what the historical results of CZFS would have been had the companies been combined during these periods.

The exchange ratio of 0.4000 was used in preparing this selected pro forma information. You should read this summary selected unaudited pro forma information in conjunction with the information included under “Unaudited Pro Forma Condensed Combined Consolidated Financial Information” and with the historical consolidated financial statements and the related notes of CZFS, which are incorporated in this proxy statement/prospectus by reference, and of HVBC, which are included in the proxy statement/prospectus.

The unaudited pro forma shareholders’ equity and net income are qualified by the statements set forth under this caption and should not be considered indicative of the market value of CZFS common stock or the actual or future results of operations of CZFS for any period. Actual results may be materially different than the pro forma information presented.

COMPARATIVE MARKET PRICE DATA

CZFS and HVBC common stock are each listed and traded on NASDAQ under the symbol “CZFS” and “HVBC,” respectively.

On             , 2023, the last practicable trading day prior to the date of this proxy statement/prospectus, there were              shares of CZFS common stock outstanding                  and shareholders of record. On                  , 2023, the last practicable trading day prior to the date of this proxy statement/prospectus, there were                  shares of HVBC common stock outstanding and                  shareholders of record. Such numbers of shareholders do not reflect the number of individuals or institutional investors holding stock in nominee name through banks, brokerage firms and others.

The following table presents the last reported sale price of a share of CZFS and last reported sale price of a share of HVBC common stock, as reported on NASDAQ, on October 18, 2022, the last full trading day prior to the public announcement of the proposed merger, and              , 2023, the last practicable trading day prior to the date of this proxy statement/prospectus. The following table also presents the equivalent per share value of the CZFS common stock that HVBC shareholders would receive for each share of their HVBC common stock if the merger was completed on those dates:

INFORMATION REGARDING FORWARD-LOOKING STATEMENTS

This joint proxy statement/prospectus, including information included or incorporated by reference intoin this document, containsproxy statement/prospectus, may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to: (i)to, statements about the benefits of goals, intentionsthe merger between CZFS and expectations; (ii) statements regarding business plans, prospects, growthHVBC, including future financial and operating strategies; (iii)results and performance; statements regarding the asset quality of loanabout CZFS’ and investment portfolios; (iv) statements regarding estimates of risksHVBC’s plans, objectives, expectations and intentions with respect to future costsoperations, products and benefits;services; and (iv) other statements identified by words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “will,” “should,” “may” or words of similar meaning. These forward-looking statements are based onupon the current beliefs and expectations of the management of CitizensCZFS’ and FNBHVBC’s managements and are inherently subject to significant business, economic and competitive uncertainties and contingencies, including those described in the section entitled “Risk Factors,” many of which are difficult to predict and generally beyond the control of CitizensCZFS and FNB.HVBC. In addition, these forward-looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change. Actual results may differ materially from the anticipated results discussed in these forward-looking statements.

Forward-looking statements are neither historical facts, nor assurance of future performance. Instead, the statements are based on current beliefs, expectations and assumptions regarding the future of the businesses of CZFS and HVBC, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Therefore, you should not unduly rely on any of these forward-looking statements.

All forward-looking statements included in this proxy statement/prospectus are based on information available at the time of the proxy statement/prospectus. Pro forma, projected and estimated numbers are used for illustrative purposes only and are not forecasts, and actual results may differ materially. CZFS and HVBC are under no obligation to (and expressly disclaim any such obligation to) update or alter these forward-looking statements, whether as a result of new information, future events or otherwise except as required by law.

The following factors, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in the forward-looking statements:

Additional factors that could cause CZFS’ and HVBC’s results to differ materially from those described in the forward-looking statements can be found in the section of this proxy statement/prospectus titled “Risk Factors” beginning on page 19 and CZFS’ and HVBC’s filings with the SEC, including CZFS’ Annual Report on Form 10-K for the fiscal year ended December 31, 2021 and HVBC’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021.

You are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of this proxy statement/prospectus or the date of any document incorporated by reference in this proxy statement/prospectus. All subsequent written and oral forward-looking statements concerning the merger or other matters addressed in this proxy statement/prospectus and attributable to CZFS or HVBC or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Except to the extent required by applicable law or regulation, CZFS and HVBC undertake no obligation to update these forward-looking statements to reflect events or circumstances after the date of this proxy statement/prospectus or to reflect the occurrence of unanticipated events.

INFORMATION ABOUT THE COMPANIES

Citizens Financial Services, Inc.

CZFS is a Pennsylvania corporation, incorporated on April 30, 1984 to be the holding company for its wholly owned subsidiary, FCCB, a Pennsylvania-chartered bank. CZFS is a bank holding company under the Bank Holding Company Act of 1956, as amended. CZFS is regulated by the FRB and the PADOBS. During 2020, CZFSAC was formed as a wholly owned subsidiary of the CZFS, and subsequently CZFS’ interest in FCCB was transferred to CZFSAC to facilitate the merger with MidCoast Community Bancorp, Inc. and its wholly owned subsidiary, MidCoast Community Bank, which was completed on April 17, 2020. CZFS is primarily engaged in the ownership and management of CZFSAC, its subsidiary, FCCB and FCCB’s wholly owned subsidiaries, First Citizens Insurance Agency, Inc. and 1^st Realty of PA LLC (“Realty”). Realty was formed in March of 2019 to manage and sell properties acquired by FCCB in the settlement of a bankruptcy filing with a commercial customer, as well as other properties FCCB obtains in foreclosure.

At September 30, 2022, CZFS had total assets of approximately $2.35 billion, total deposits of approximately $1.87 billion, net loans of approximately $1.72 billion, and stockholders’ equity of approximately $191.4 million. The principal executive office of CZFS is located at 15 South Main Street, Mansfield, Pennsylvania 16933, and its telephone number is (570) 662-2121 and its website is www.firstcitizensbank.com. Information that is included in this website does not constitute part of this proxy statement/prospectus.

First Citizens Community Bank

FCCB is a Pennsylvania-chartered bank headquartered in Mansfield, Pennsylvania, and it is a member bank in the Federal Reserve System. FCCB is subject to regulation by the PADOBS and the FRB. FCCB is a full-service bank engaged in a broad range of banking activities and services for individual, business, governmental and institutional customers. These activities and services principally include checking, savings, and time deposit accounts; residential, commercial and agricultural real estate, commercial and industrial, state and political subdivision and consumer loans; and a variety of other specialized financial services. The Trust and Investment division of FCCB offers a full range of client investment, estate, mineral management and retirement services.

FCCB has a primary market area of Potter, Tioga, Clinton, Bradford and Centre counties in north central Pennsylvania, Lebanon, Berks, Schuylkill, Lancaster and portions of Chester counties in south central Pennsylvania, Allegany County in southern New York and Wilmington and Dover, Delaware, and operates 33 branch offices and two banking facilities. Through this branch network and its electronic delivery channels, FCCB provides deposit and loan products and financial services to local businesses, consumers and municipalities. First Citizens Insurance Agency, Inc., a wholly-owned subsidiary of FCCB, offers products such as mutual funds, annuities, and health and life insurance. First Citizens’ Investment and Trust Services Division offers professional trust administration, investment management services, estate planning and administration, and custody of securities. The principal executive office of FCCB is located at 15 South Main Street, Mansfield, Pennsylvania 16933, and its telephone number is (570) 662-2121.

HV Bancorp, Inc.

HV Bancorp, Inc., a Pennsylvania corporation, is the holding company of Huntingdon Valley Bank. HVBC is a bank holding company under the Bank Holding Company Act of 1956, as amended. HVBC is regulated by the FRB and the PADOBS. Shares of HVBC began trading on NASDAQ on January 12, 2017. At September 30, 2022, HVBC had approximately $603.3 million in consolidated assets, approximately $504.1 million in deposits and approximately $41.4 million of shareholders’ equity. The principal executive office of HVBC is located at 2005 South Easton Road, Suite 304, Doylestown, PA, 18901, and its telephone number is (267) 280-4000.

Huntingdon Valley Bank

Huntingdon Valley Bank is a Pennsylvania-chartered savings bank headquartered in Huntingdon Valley, Pennsylvania, and it is not a member of the Federal Reserve System. It is subject to regulation by the PADOBS and the FDIC. HVB was organized in 1871, and currently provides residential and commercial loans to its general service area (Montgomery, Bucks and Philadelphia Counties, Pennsylvania, Burlington County, New Jersey and New Castle County, Delaware) as well as offering a wide variety of savings, checking and certificate of deposit accounts to its retail and business customers. HVB’s principal business consists of attracting retail deposits from the general public in its market area and investing those deposits, together with funds generated from operations and borrowings, primarily in one- to four-family residential mortgage loans, commercial real estate loans (including multi-family loans) and other commercial business, construction loans and, to a lesser extent, home equity loans and home equity lines of credit and consumer loans. HVB’s website address is www.myhvb.com. Information that is included in this website does not constitute part of this proxy statement/prospectus.

THE SPECIAL MEETING OF HVBC SHAREHOLDERS

This proxy statement/prospectus is being furnished to holders of HVBC common stock for use at a special meeting of HVBC’s shareholders and any adjournments or postponements thereof.

Date, Time and Place of the Special Meeting

The special meeting of shareholders of HVBC will be held at                  , on             , 2023, at             , local time.

Purpose of the Special Meeting

At the special meeting, HVBC’s shareholders as of the record date will be asked to consider and vote on the following:

Recommendation of the HVBC Board of Directors

The HVBC board of directors has approved the merger agreement and recommends that you vote your shares as follows:

Record Date; Outstanding Shares; Shares Entitled to Vote

Only holders of record of HVBC common stock at the close of business on the record date of      , 2022, are entitled to notice of and to vote at HVBC’s special meeting. As of the record date, there were                  shares of HVBC common stock outstanding, held of record by shareholders. Each holder of HVBC common stock is entitled to one vote for each share of HVBC common stock owned as of the record date.

Quorum; Vote Required

A quorum of HVBC shareholders is necessary to hold a valid meeting. If the holders of at least a majority of the shares of HVBC common stock entitled to vote are represented in person or by proxy at the special meeting, a quorum will exist. Abstentions will be counted for purposes of determining whether a quorum is present. If you fail to submit a proxy prior to the special meeting or to vote at the HVBC special meeting, your shares of HVBC common stock will not be counted towards a quorum.

Assuming a quorum is present, the affirmative vote of a majority of the votes cast by all HVBC shareholders entitled to vote at the special meeting is required to approve each of the merger proposal, the compensation proposal and the adjournment proposal.

For all proposals, abstentions are not shares “voting” at the special meeting and therefore, will not affect the outcome of any of the proposals. Similarly, broker non-votes will have no effect on the merger proposal, compensation proposal and adjournment proposal.

Share Ownership of Directors and Management; Voting Agreement

As of the record date, the directors and executive officers of HVBC and their affiliates collectively owned shares of HVBC common stock, or approximately     % of HVBC’s outstanding shares. Each of the directors and certain executive officers of HVBC, solely in their capacity as a shareholder of HVBC, has entered into a voting agreement with CZFS requiring each of them to vote all shares of HVBC common stock owned by such director or executive officer in favor of the merger proposal. As of the record date, these directors and certain executive officers of HVBC held shares of HVBC common stock, which represented approximately     % of the outstanding shares of HVBC common stock.

When considering the HVBC board of directors’ recommendation that you vote in favor of the merger proposal, you should be aware that the executive officers and directors of HVBC have financial interests in the merger that may be different from, or in addition to, the interests of shareholders of HVBC. See “Forward-Looking Statements.“PROPOSAL I—The Merger—Interests of HVBC’s Directors and Executive Officers in the Merger” beginning on page 56.

Voting of Proxies

If you are an HVBC shareholder, the HVBC board of directors requests that you return the proxy card accompanying this document for use at the HVBC special meeting. Please complete, date and sign the proxy card and promptly return it in the enclosed postage-paid envelope. Alternatively, you may vote through the Internet or by telephone.

All properly signed proxies received prior to the special meeting and not revoked before the vote at the special meeting will be voted at the special meeting according to the instructions indicated on the proxies or, if no instructions are given, the shares will be voted “FOR” the merger proposal, “FOR” the compensation proposal and “FOR” the adjournment proposal, if necessary.

If you have any questions concerning the merger, the other meeting matters or this proxy statement/prospectus or need assistance voting your shares, please contact Laurel Hill Advisory Group, LLC, HVBC’s proxy solicitor, at the address or telephone number listed below:

Laurel Hill Advisory Group

2 Robbins Lane, Suite 201

Jericho, New York 11753

Banks and Brokers Call (516) 933-3100

All Others Call Toll-Free (888) 742-1305

If you hold your shares of HVBC common stock in “street name,” meaning in the name of a bank, broker or other nominee who is the record holder, you must either direct the record holder of your shares of HVBC common stock how to vote your shares or obtain a proxy from the record holder to vote your shares in person at the special meeting.

If you fail to properly submit your proxy card or to instruct your broker, bank or other nominee to vote your shares of HVBC common stock and you do not attend the special meeting and vote your shares in person, your shares will not be voted. This will have no effect on the merger proposal.

How to Revoke Your Proxy

If you are an HVBC shareholder, you may revoke your proxy at any time by taking any of the following actions before your proxy is voted at the special meeting:

HV Bancorp, Inc.

2005 South Easton Road, Suite 304

Doylestown, Pennsylvania 18901

(267) 280-4000

Attention: Janice Garner, Secretary

If you hold your shares of HVBC common stock in “street name” through a bank, broker or other nominee, you must follow the directions you receive from your bank, broker or other nominee to change your vote.

Voting in Person

If you are an HVBC shareholder and plan to attend the HVBC special meeting and wish to vote in person, you will be given a ballot at the special meeting. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote at the special meeting, you must obtain a proxy from the broker, bank or other nominee in order to vote your shares.

Whether or not you plan to attend the special meeting, HVBC requests that you complete, sign, date and return the enclosed proxy card as soon as possible in the enclosed postage-paid envelope. This will not prevent you from voting in person at the special meeting but will assure that your vote is counted if you are unable to attend.

Abstentions and Broker Non-Votes

Only shares affirmatively voted for the merger proposal, including shares represented by properly executed proxies that do not contain voting instructions, will be counted as votes “FOR” the merger proposal, “FOR” the compensation proposal and “FOR” the adjournment proposal.

Brokers who hold shares of HVBC common stock in “street name” for a customer who is the beneficial owner of those shares may not exercise voting authority on the customer’s shares with respect to the actions proposed in this document without specific instructions from the customer. Proxies submitted by a broker that do not exercise this voting authority are referred to as broker non-votes. It is expected that all proposals to be voted on at the HVBC special meeting will be “non-routine” matters, and, as such, broker non-votes, if any, will not be counted as present and entitled to vote for purposes of determining a quorum at the HVBC special meeting. If your bank, broker, trustee or other nominee holds your shares of HVBC common stock in “street name,” such entity will vote your shares of HVBC common stock only if you provide instructions on how to vote by complying with the instructions provided to you by your bank, broker, trustee or other nominee with this proxy statement/prospectus.

Accordingly, you are urged to mark and return the enclosed proxy card to indicate your vote, or fill out the voter instruction form, if applicable.

Abstentions will be counted for purposes of determining whether a quorum is present. For all proposals, abstentions are not shares “voting” at the special meeting and therefore, will not affect the outcome of any of the proposals.

Proxy Solicitation

If you are an HVBC shareholder, the enclosed proxy is solicited by and on behalf of the HVBC board of directors. HVBC will pay the expenses of soliciting proxies to be voted at the special meeting, except that CZFS has agreed to pay the costs of preparing, printing, filing and mailing this document, other than attorneys’ and accountants’ fees which will be paid by the party incurring the expense. Following the original mailing of the proxies and other soliciting materials, HVBC and its agents also may solicit proxies by mail, telephone, facsimile or in person. No additional compensation will be paid to directors, officers or other employees of HVBC for making these solicitations.

HVBC has retained a proxy solicitation firm, Laurel Hill Advisory Group, LLC, to aid it in the solicitation process. HVBC estimates it will pay Laurel Hill Advisory Group, LLC a fee of approximately $6,000 plus certain expenses and has agreed to indemnify Laurel Hill Advisory Group, LLC against certain losses. HVBC intends to reimburse persons who hold HVBC common stock of record but not beneficially, such as brokers, custodians, nominees and fiduciaries, for their reasonable expenses in forwarding copies of proxies and other soliciting materials to, and requesting authority for the exercise of proxies from, the persons for whom they hold the shares.

This proxy statement/prospectus and the proxy card are first being sent to HVBC shareholders on or about              , 2023.

Stock Certificates and Book-Entry Shares

If you are an HVBC shareholder, you should not send in any certificates representing HVBC common stock. Following the completion of the merger, you will receive separate instructions for the exchange of your certificates representing HVBC common stock.

If your shares of HVBC common stock are held in book-entry form, you will not be required to take any actions to surrender your shares of HVBC common stock. Promptly following the completion of the merger, shares of HVBC common stock held in book-entry form will automatically be exchanged for the merger consideration. If you hold your shares in “street name” through a broker, the broker will provide instructions for making an election with respect to your shares of HVBC common stock.

PROPOSAL I—THE MERGER

The following discussion contains material information about the merger. The discussion is subject, and qualified in its entirety by reference, to the merger agreement and financial advisors’ opinions attached as annexes to this proxy statement/prospectus. We urge you to read carefully this entire proxy statement/prospectus, including the merger agreement and HVBC’s financial advisor’s opinion attached as annexes to this proxy statement/prospectus, for a more complete understanding of the merger.

General

On October 18, 2022, the board of directors of CZFS, acting on behalf of CZFS and in CZFS’ capacity as the sole member of CZFSAC, and the boards of directors of FCCB, HVBC and HVB, each approved a merger agreement among CZFS, FCCB, CZFSAC, HVBC and HVB pursuant to which (i) HVBC will merge with and into CZFS, with CZFS as the surviving entity and (ii) HVB will merge with and into FCCB, with FCCB as the surviving entity.

Upon completion of the merger, holders of HVBC common stock (other than stock held by HVBC or CZFS) will be entitled to elect to receive, for each share of HVBC common stock that is issued and outstanding, without interest, (i) $30.50 in cash or (ii) 0.4000 shares of CZFS common stock, subject to proration provisions described herein and set forth in the merger agreement. Specifically, each HVBC shareholder’s election is subject to proration provisions that may modify the shareholder’s election to ensure that 20% of the outstanding shares of HVBC common stock (excluding shares of HVBC common stock to be canceled in connection with the merger) are exchanged for cash and 80% of the outstanding shares of HVBC common stock are exchanged for shares of CZFS common stock.

See “The Merger Agreement,” beginning on page 68, for additional and more detailed information regarding the legal documents that govern the merger, including information about the conditions to the merger and the provisions for terminating or amending the merger agreement.

Background of the Merger

Since its mutual to stock conversion and raising $21.8 million of gross proceeds in January 2017, HVBC has managed its capital through stock repurchases and controlled organic growth, primarily in its commercial and residential mortgage loan portfolios. HVBC’s traditional banking model consisted of originating and selling the majority of its one- to four-family residential real estate loans into the secondary market. Beginning in 2019, HVBC established a new business banking division that greatly expanded the Bank’s commercial real estate and commercial business portfolios. At September 30, 2022, HVBC had $230.2 million in commercial real estate and commercial business loans (excluding Paycheck Protection Program loans) as compared to $46.3 million of such loans at December 31, 2019. In order to support HVBC’s continued loan growth, HVBC issued $10.0 million in subordinated debt in May 2021.

As HVBC management reviewed its strategic and capital plan for 2022 to 2024 with the HVBC board of directors in January 2022, management discussed the competitive landscape in HVBC’s markets and the challenges of continuing loan and deposit growth. They discussed the persistence of a flat yield curve and low interest rate environment and its impact on earnings. Management also discussed the need for continuing investments in technology that would be required to keep pace with larger competitors. Management believed HVBC would need to consider a capital raise in order to continue its growth strategy with its new focus on its commercial loan portfolios. Management, in consultation with its financial advisors, estimated that a $20.0 million to $25.0 million common stock issuance would be the probable amount necessary for HVBC to execute on its strategic plan. Management and the HVBC board of directors considered the significant dilution of the proposed offering to HVBC’s current stockholders. Accordingly, the HVBC board and management believed

that as HVBC pursued its strategic objectives, HVBC concurrently needed to consider strategic alternatives to further enhance stockholder value, including seeking a comparable-sized financial institution for a strategic business combination or a larger financial institution as a strategic acquirer.

Robert Marino, President and board member of HVBC and HVB arranged a lunch meeting on March 9, 2022 between himself, Travis J. Thompson, Chairman and Chief Executive Officer of HVBC and HVB, Randall E. Black, President and Chief Executive Officer of CZFS and FCCB, Mickey L. Jones, Executive Vice President and Chief Operating Officer of CZFS and FCCB, and David Z. Richards, Jr., Executive Vice President of FCCB. The initial discussion was to consider the possible interest of CZFS in a potential common stock offering by HVBC. During that meeting, Mr. Black expressed an interest in expanding CZFS’ presence into the Philadelphia market area. The discussion then turned to how HVBC’s franchise would fit with CZFS’ strategic plans. The parties discussed CZFS’ acquisition history, including its successes in integrating the operations and business cultures of the banks CZFS had acquired. Mr. Thompson and Mr. Black agreed to continue to have future discussions on both HVBC’s potential capital raise and the possibility of a business combination.

On March 12, 2022, Mr. Thompson had a meeting with the President and Chief Executive Officer of Company A, a similarly sized financial institution also located in Pennsylvania. Mr. Thompson discussed Company A’s interest in a potential common stock offering by HVBC or a potential merger of equals with a capital raise. The President and Chief Executive Officer of Company A expressed interest in learning more about the metrics of a potential merger of equals transaction and agreed to future discussions with Mr. Thompson.

On March 14, 2022, Messrs. Thompson and Marino met for lunch with the Chairman of the Board and the President and Chief Executive Officer of Company B, a financial institution located in Pennsylvania. The purpose of the meeting was to discuss possible interest of Company B in a potential common stock offering by HVBC. They also discussed each company’s management team, operations, business culture and prospects. The parties discussed Company B’s general growth and acquisition strategy.

On March 30, 2022, Mr. Richards met with Mr. Marino and expressed that CZFS was interested in acquiring HVBC. Mr. Richards believed CZFS would consider making a proposal to acquire HVBC at approximately $30.00 per share if HVBC had interest in a strategic combination. Mr. Marino agreed to discuss the concept of such a proposal with management and the board of HVBC.

In early April 2022, Mr. Thompson contacted Investment Banking Firm A to prepare some preliminary valuation modeling to better understand the current state of the banking market as well as illustrative merger transaction pricing ratios and multiples. This information was provided to Mr. Thompson on April 21, 2022. Concurrently with that initiative, Mr. Thompson also engaged TKG in late April to begin modeling a potential merger of equals transaction with Company A.

At the April 20, 2022, HVBC regular board meeting, Messrs. Thompson and Marino discussed with the HVBC board that they would be investigating potential merger partners as previously discussed and were having preliminary ongoing discussions with CZFS and Company A. Additional information on these initiatives would be provided for board consideration and discussion in the future.

Mr. Marino had a telephone call with Mr. Richards on May 13, 2022 and indicated that HVBC would consider a proposal for a merger with CZFS if provided in writing so it could be reviewed by the HVBC board of directors. Mr. Richards responded that he would follow up with the CZFS board and senior management to begin work on a proposal.

During the month of May 2022, Mr. Thompson had numerous telephone conversations with the President and Chief Executive Officer of Company A regarding the potential merger of equals transaction. They had preliminary discussions on how the two companies might integrate their management teams and agreed to have a meeting to formally discuss the potential transaction on May 31, 2022.

Following consideration of Investment Banking Firm A’s valuation materials, Mr. Thompson instructed Investment Banking Firm A to set up a meeting with Company B to continue discussions that began in March 2022. Prior to establishing a meeting date, Mr. Thompson and the President and Chief Executive Officer of Company B both signed a mutual confidentiality agreement on May 20, 2022. The confidentiality agreement did not contain a standstill or similar provision. A meeting was then set for June 9, 2022.

On May 31, 2022, Mr. Thompson met with the President and Chief Executive Officer of Company A at the offices of TKG to discuss the potential for a merger of equals transaction. They discussed their vision for a combined company and executive leadership possibilities and the possible timing of a transaction, as well as their understanding that pricing should be based on an appropriate level of ownership of their respective stockholders in the combined entity, an acceptable tangible book value dilution earn back period and earnings per share accretion for both HVBC and Company A stockholders while also recognizing that the proforma company would need to raise up to $20.0 million of common equity to support the vision for the proforma company. Mr. Thompson agreed to discuss the potential transaction with the HVBC board.

On June 9, 2022, Messrs. Thompson, Marino and a representative from Investment Banking Firm A met with the President and Chief Executive Officer and Chief Financial Officer from Company B along with a representative of an investment banking firm. The parties discussed further the possible interest of Company B in a potential common stock offering by HVBC. The representatives of Company B also discussed Company B’s operations, business culture and prospects. Messrs. Thompson and Marino did raise the topic of a strategic combination, but Company B did not indicate strong initial interest. Company B advised it would require significant due diligence to consider participating in a common stock offering or a strategic combination.

In early June 2022, Mr. Black indicated to Mr. Thompson that CZFS’ board would be meeting to finalize a non-binding indication of interest to present to HVBC later that month. Mr. Thompson advised Mr. Black that HVBC would consider a proposal from CZFS and that any indication of interest would be presented to the HVBC board of directors for review. During the June 15, 2022 HVBC regular board meeting, Mr. Thompson updated the board that CZFS was interested in submitting a non-binding indication of interest with a price per share between $30.00 and $32.00 to acquire HVBC.

On June 23, 2022, Messrs. Thompson and Marino and a representative from Investment Banking Firm A met with the Chief Executive Officer and another executive officer of a credit union based in Pennsylvania. The purpose of the meeting was to discuss the possible interest of the credit union in a potential common stock offering by HVBC. They also discussed each entity’s management team, operations, business culture and prospects.

On June 23, 2022, CZFS submitted a written non-binding indication of interest letter in which it proposed to acquire 100% of the common stock of HVBC for between $30.00 and $32.00 per share, in an 80% stock and 20% cash transaction with a stockholder election. The stock consideration would be based on a fixed exchange ratio of CZFS common stock for each share of HVBC common stock to be determined at or near the time of announcement. CZFS offered one board seat for an HVBC director and at least one board seat on its bank subsidiary, FCCB, to an HVB director. In addition, CZFS expressed a desire to retain Mr. Thompson and Mr. Marino in senior executive roles with the combined institution. The non-binding indication of interest letter did not contain any exclusivity provision.

Following some minor modifications, CZFS resubmitted the written non-binding indication of interest letter dated June 29, 2022. Mr. Thompson indicated to CZFS that the indication of interest would be considered by the HVBC board of directors at a special meeting on July 5, 2022.

At the July 5, 2022 special meeting of the HVBC board, representatives of TKG made a presentation comparing the proposed CZFS transaction and the proposed merger of equals transaction with Company A. TKG reviewed the financial aspects of both transactions, including a comparison of illustrative transaction pricing ratios and multiples. TKG discussed the strategic rationales for both transactions and the potential pro forma characteristics

of the combined company in both scenarios. Representatives of Luse Gorman, PC (“Luse Gorman”) attended this meeting and reviewed and discussed the directors’ fiduciary duties under Pennsylvania law. In evaluating both transactions, and after a discussion about soliciting interest from Company B or other potential partners, the HVBC board of directors concluded the transaction with CZFS would be more favorable to stockholders, customers and employees than Company A. Further, the potential CZFS transaction offered a premium to HVBC stockholders that would be significant as compared to HVBC’s trading price. In order to complete the merger of equals transaction with Company A, HVBC would need to condition the transaction on completing a $20.0 million capital raise, which would increase execution risk. The HVBC board discussed that the proforma company in a transaction with CZFS would be significantly larger than the proforma company in a combination with Company A, with the proforma CZFS being able to provide more services to customers and, with CZFS’ expansion into a new market area, provide many opportunities for HVBC employees continuing with the combined entity. The board also believed with the rapidly increasing interest rate environment and the related uncertain operating environment, it was an appropriate time to consider the potential sale of the company. At the conclusion of the discussion, the HVBC board directed management to execute the non-binding indication of interest and evaluate a transaction exclusively with CZFS, and with the assistance of TKG and Luse Gorman, to continue discussions and to begin due diligence regarding a possible merger with CZFS. Following the HVBC board meeting, Mr. Thompson informed Company A that HVBC’s board of directors had determined not to proceed with a merger of equals transaction.

On July 9, 2022, Mr. Thompson signed the non-binding indication of interest on behalf of HVBC. On July 13, 2022, HVBC formally engaged TKG to act as its exclusive financial advisor.

On July 13, 2022, HVBC sent a nondisclosure agreement to CZFS for the purpose of facilitating further discussion and due diligence regarding a potential merger. The nondisclosure agreement contained a one-year restriction on the solicitation of certain customers and employees of HVBC by CZFS. The nondisclosure agreement had a standstill provision which expired the earlier of one year from the date of execution of the nondisclosure agreement or the execution of a definitive merger agreement. The nondisclosure agreement contained no exclusivity provision. CZFS signed the nondisclosure agreement on July 25, 2022.

On July 27, 2022, Mr. Thompson had a meeting with Mr. Black, Mr. Jones and the Chairman of the Board of CZFS. The meeting was to discuss the roles of senior management at both institutions, the culture of both work forces, the timing of the transaction and a process for due diligence.

Following the execution of the nondisclosure agreement, the parties agreed to proceed with CZFS’ due diligence review of HVBC. During the last week of July 2022, HVBC established and began populating with due diligence documents a virtual data room in response to a request list provided by Janney Montgomery Scott (“Janney”), CZFS’ financial advisor, on behalf of CZFS. During the month of August 2022, CZFS continued reviewing due diligence materials, made additional requests and commenced a third-party loan review of HVBC’s loan portfolio.

On August 24, 2022, senior management of HVBC and representatives of TKG met for due diligence discussions with senior management of CZFS and representatives of Janney. The parties discussed a wide range of topics regarding HVBC’s business, including its financial performance, loan portfolio, technology, expectations for the future and employee matters.

On August 31, 2022, Hogan Lovells US LLP (“Hogan Lovells”), CZFS’ legal advisor, provided Luse Gorman with an initial draft of the proposed merger agreement. Luse Gorman, following discussions with HVBC and TKG, provided proposed revisions to the merger agreement to Hogan Lovells on September 9, 2022.

On September 19, 2022, the CZFS board of directors held a regular meeting where it met with senior management, Janney and Hogan Lovells to review the results of the due diligence investigation of HVBC, to discuss the proposed revisions from HVBC’s counsel on the draft merger agreement and to establish pricing

parameters for the merger consideration. The CZFS board of directors authorized $30.00 per share for the cash consideration and an exchange ratio of 0.4000 shares of CZFS common stock per share of HVBC common stock for the stock consideration. CZFS valued the transaction at $30.00 per share based on an 80% stock and 20% cash transaction with a stockholder election. The exchange ratio was based on a $75.00 volume weighted average price for CZFScommon stock.

On September 21, 2022, the HVBC board of directors held a regular meeting and met with TKG and Luse Gorman to review the status of the transaction, to discuss the merger consideration and to review the merger agreement. Following the discussion, the HVBC board authorized Mr. Thompson to negotiate further with CZFS to seek a higher valuation based on CZFS’ assumptions as the merger consideration was on the low end of the $30.00 to $32.00 per share range outlined in the July 9, 2022 non-binding indication of interest. However, the HVBC board was prepared to accept $30.00 per share based on CZFS’ assumptions if negotiations were unable to increase the price.

On September 22, 2022, Mr. Thompson and Mr. Black had further discussions on the merger consideration, including increasing the value per share and possibly eliminating the stockholder election. TKG and Janney also had discussions on the valuation of the transaction and compared modeling assumptions. Mr. Black advised Mr. Thompson that he would discuss the potential increase and change in the consideration mix of the merger consideration with CZFS’ board of directors.

On September 29, 2022, the CZFS board of directors held a special meeting to discuss an increase in the merger consideration. The CZFS board authorized $30.25 per share for the cash consideration but did not increase the exchange ratio. The stockholder election was also removed from the proposal. Based on the revised cash consideration and the other assumptions from the September 19, 2022 CZFS board meeting, CZFS valued the transaction at $30.05 per share.

During late September 2022 and continuing into early October 2022, Luse Gorman and Hogan Lovells continued to negotiate and finalize the terms of the merger agreement. In addition, Luse Gorman and Hogan Lovells worked to finalize Settlement and Non-Competition and Non-Solicitation Agreements with Mr. Thompson and Mr. Marino in exchange for the termination of their employment agreements, which would be effective following the closing of the proposed merger.

During late September 2022 and continuing into early October 2022, CZFS established and began populating with due diligence documents a virtual data room in response to a request list provided by TKG on behalf of HVBC for reverse due diligence. On October 11, 2022, senior management for HVBC and representatives of TKG met for reverse due diligence discussions with senior management for CZFS and representatives of Janney. The parties discussed a wide range of topics regarding CZFS’ business, including its financial performance, commercial loan process, Delaware portfolio loans, technology, expectations for the future and employee matters.

On October 13, 2022, representatives of TKG and Janney along with Mr. Thompson and Mr. Black held a conference call to finalize the price and exchange ratio mechanism for the proposed merger. This discussion led to an increase in the per share price as CZFS valued the transaction at $30.10 per share based on an increase in the cash price per share to $30.50, the use of $75.00 as the value for CZFS common stock based on a 25-day volume weighted average price for CZFS common stock and an exchange ratio of 0.4000 shares of CZFS common stock per share of HVBC common stock. The proposed transaction remained an 80% stock and 20% cash transaction with a stockholder election. CZFS also agreed to one board seat for a director of HVBC on its board and two seats (one being the same as on the CZFS’ board) for directors of HVB on FCCB’s board. CZFS also invited Mr. Thompson and Mr. Marino to be senior officers of FCCB following completion of the merger.

On October 14, 2022, the HVBC board of directors held a special meeting, at which it discussed the status of the due diligence investigation of CZFS and a summary of the terms of the merger agreement, including the increase

in the merger consideration. Management and TKG reported favorably on their due diligence review of CZFS. Representatives of Luse Gorman presented a summary of the legal terms of the merger agreement, including a review of the transaction structure, the merger consideration, the methodology for allocating shares between the stock and cash consideration, the parties’ respective representations and warranties and covenants, the composition of the board of directors of the combined company, employee benefits matters, the Settlement and Non-Competition and Non-Solicitation Agreements, closing conditions, and termination provisions, including the potential liability for a termination fee. The HVBC board of directors further discussed the required stockholder and regulatory approvals required to complete the transaction, as well as the possible timeframe for obtaining such approvals and completing the merger. The HVBC board of directors also discussed the long-term benefits to stockholders investing in the combined institution.

On October 18, 2022, the HVBC board of directors held a special meeting, with members of HVBC management and representatives of Luse Gorman and TKG in attendance. The board discussed and reviewed with management and its outside advisors the final pricing provisions, minor revisions to the merger agreement that had been made since the October 14, 2022 board meeting, and the disclosure schedules that each party had prepared. Representatives of Luse Gorman again reviewed with the directors their fiduciary duties under Pennsylvania law. TKG then presented a summary of the financial aspects of the transaction, including a comparison of certain historical financial measures for the parties and pro forma estimates for the combined company. TKG highlighted pricing measures for the proposed transaction and compared them to merger transactions involving comparably sized financial institutions in Pennsylvania, the Mid-Atlantic Region and Nationally that had been completed since January 1, 2019. The HVBC board discussed potential scenarios that could trigger HVBC’s right to terminate the merger agreement, including a significant decline in CZFS’ stock price. TKG then delivered TKG’s oral opinion to the effect that, as of October 18, 2022, and subject to the assumptions made, procedures followed, matters considered, qualifications and limitations on the review undertaken by TKG, as set forth in the opinion, the Merger Consideration was fair to the holders of HVBC common stock, from a financial point of view. TKG’s written opinion, dated October 18, 2022, was delivered to the HVBC board of directors following the meeting. See “—Opinion of HVBC’s Financial Advisor.”

Following consideration of this information, including those factors described under “—HVBC’s Reasons for the Merger; Recommendation of the HVBC Board of Directors,” the HVBC board of directors determined that the merger agreement and the transactions contemplated thereby were advisable and in the best interest of HVBC and its stockholders. The HVBC board of directors on October 18, 2022 then unanimously voted to approve and adopt the merger agreement and the transactions contemplated thereby and recommend that HVBC stockholders vote to approve the merger agreement and the transactions contemplated thereby.

Also on October 18, 2022, the CZFS board of directors met to discuss the final merger agreement and the other transaction documents and the proposed transaction. Representatives of Janney and Hogan Lovells participated in the meeting. At the meeting, members of CZFS senior management, together with representatives of Janney and Hogan Lovells, discussed the outcome of negotiations with HVBC and provided the CZFS board of directors with a summary of the terms and conditions of the merger agreement and the other transaction documents. The CZFS board of directors then discussed the proposed transaction and its effect on CZFS. Taking into consideration the matters discussed during that meeting and prior meetings of the CZFS board of directors, the CZFS board of directors unanimously determined that the merger, the merger agreement and the other transactions contemplated by the merger agreement were in the best interests of CZFS and its shareholders, and the directors unanimously approved and adopted the merger agreement and the transactions contemplated thereby.

Following the receipt of HVBC and CZFS board approvals, on October 18, 2022, HVBC and CZFS executed the merger agreement. The directors and certain executive officers of HVBC executed and delivered the stockholder voting agreements. On October 19, 2022, prior to the opening of the stock market, HVBC and CZFS issued a joint press release announcing the execution of the merger agreement.

HVBC’s Reasons for the Merger; Recommendation of the HVBC Board of Directors

After careful consideration, the HVBC board, at a special meeting held on October 18, 2022, unanimously (i) determined that the merger agreement and the transactions contemplated thereby, including the merger, are in the best interests of HVBC and its shareholders, (ii) declared the merger agreement advisable and (iii) approved the execution, delivery and performance of the merger agreement and the consummation of the transactions contemplated thereby, including the merger. Accordingly, the HVBC board unanimously recommends that the HVBC shareholders vote “FOR” the merger proposal, “FOR” the compensation proposal and “FOR” the adjournment proposal.

In reaching its decision to approve the merger agreement and the transactions contemplated thereby, including the merger, and to recommend that HVBC shareholders adopt the merger agreement, the HVBC board evaluated the merger agreement, the merger and the other transactions contemplated by the merger agreement in consultation with HVBC management, as well as with HVBC’s financial and legal advisors, and considered a number of factors, including the following:

The HVBC board also considered the potential risks related to the transaction, but concluded that the anticipated benefits of combining with CZFS were likely to outweigh these risks. These potential risks include:

The foregoing discussion of the information and factors considered by the HVBC board is not intended to be exhaustive, but includes the material factors considered by the board. In reaching its decision to approve the merger agreement and the transactions contemplated thereby, including the merger, the HVBC board did not quantify or assign any relative weights to the factors considered, and individual directors may have given different weights to different factors. The HVBC board considered all these factors as a whole in evaluating the merger agreement and the transactions contemplated thereby, including the merger.

For the reasons set forth above, the HVBC board determined that the merger agreement and the transactions contemplated by the merger agreement are advisable and fair to and in the best interests of HVBC and its shareholders, and approved the merger agreement and the transactions contemplated thereby, including the merger.

In considering the recommendation of the HVBC board, you should be aware that certain directors and executive officers of HVBC may have interests in the merger that are different from, or in addition to, interests of shareholders of HVBC generally and may create potential conflicts of interest. The HVBC board was aware of these interests and considered them when evaluating and negotiating the merger agreement and the transactions contemplated thereby, including the merger, and in recommending to HVBC’s common shareholders that they vote in favor of the HVBC merger proposal. See “—Interests of HVBC Directors and Executive Officers in the Merger” beginning on page 56.

It should be noted that this explanation of the reasoning of the HVBC board and all other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed in the section entitled “Information Regarding Forward-Looking Statements” beginning on page 26.

For the reasons set forth above, the HVBC board unanimously recommends that the holders of HVBC common stock vote “FOR” the merger proposal and “FOR” the other proposals to be considered at the HVBC special meeting.

Vote Required for Approval

The affirmative vote of a majority of votes cast by all the HVBC shareholders entitled to vote at the special meeting is required to approve the merger proposal. Abstentions are not shares “voting” at the special meeting and therefore will not affect the outcome of this proposal.

Recommendation of the HVBC Board of Directors

THE HVBC BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE MERGER PROPOSAL.

Opinion of HVBC’s Financial Advisor

By letter dated July 13, 2022, HVBC engaged The Kafafian Group, Inc. (“TKG”) as its exclusive financial advisor and to render an opinion as to the fairness, from a financial point of view, to the holders of HVBC common shares (“Common Shares”), of the merger consideration to be paid pursuant to the merger agreement.

The HVBC board of directors engaged TKG based on TKG’s qualifications, industry experience, reputation and past assistance with providing financial advisory services to financial institutions. TKG, as part of its financial advisory business, is regularly engaged in the valuation of depository institutions and financial services industry firms and their securities in connection with mergers and acquisitions, and valuations for corporate and other purposes. In the ordinary course of business TKG provides consulting services to financial institutions, including

performance measurement; profitability outsourcing; strategic, capital, and business planning; regulatory assistance; profit improvement; and various other financial advisory services. TKG has provided advisory and business planning services to HVBC within the past two years and received approximately $80,000 for such services, but has not provided any services to CZFS over the past two years.

At the request of the HVBC board of directors, representatives of TKG participated in a regular board meeting held on October 18, 2022, at which the HVBC board of directors considered the proposed merger with CZFS. At that meeting, representatives of TKG made a presentation to the HVBC board of directors of TKG’s analyses relating to the proposed merger and, in particular, of TKG’s determination regarding the fairness, from a financial point of view, of the proposed merger consideration to be paid by CZFS to the holders of the HVBC Common Shares. At that meeting, TKG issued its written opinion that the merger consideration in the proposed merger was fair, from a financial point of view, to the holders of HVBC Common Shares. Except as discussed herein, no limitations were imposed by the HVBC board of directors upon TKG with respect to investigations made or procedures followed in rendering TKG’s fairness opinion.

TKG’s opinion speaks only as of the date of the opinion. The opinion was for the information of, and was directed to, the HVBC board of directors (in its capacity as such) in connection with its consideration of the financial terms of the merger. The opinion addressed only the fairness, from a financial point of view, of the merger consideration. It did not address the underlying business decision of HVBC to enter into the merger or enter into the merger agreement or constitute a recommendation to the HVBC board of directors in connection with the merger, and it does not constitute a recommendation to any holder of the HVBC Common Shares or any shareholder of any other entity as to how to vote in connection with the merger or any other matter, nor does it constitute a recommendation as to whether or not any such holder of HVBC Common Shares should enter into a voting, shareholders’, affiliates’ or other agreement with respect to the merger or exercise any dissenters’ or appraisal rights that may be available to such shareholder.

In rendering its opinion, TKG, among other things:

TKG spoke with certain members of senior management and other representatives of CZFS and HVBC to discuss the foregoing, as well as matters TKG deemed relevant. As part of its analyses, TKG took into account its

assessment of general economic, market and financial conditions, its experience in similar transactions, as well as its experience in and knowledge of the banking industry. TKG’s opinion is based upon conditions as they existed and could be evaluated on the respective dates thereof and the information made available to TKG through the respective dates thereof.

TKG assumed and relied upon the accuracy and completeness of all of the financial and other information reviewed and/or discussed for the purposes of its opinion, without independent investigation of such information. TKG assumed that the financial forecasts relied upon by TKG were prepared on a basis that reflected the best currently available estimates and judgments of senior management of each of CZFS and HVBC and were based on reasonable assumptions, estimates and judgments. Any estimates contained in the analyses performed by TKG are not necessarily indicative of actual values or future results, which may be significantly more or less favorable than those suggested by these analyses. Additionally, estimates of the values of businesses or securities do not purport to be appraisals or to reflect the prices at which such businesses or securities might actually be bought or sold.

TKG did not make any independent evaluation or appraisals of either CZFS’ or HVBC’s respective assets or liabilities, nor was it furnished with any such appraisals. TKG has not made a review of the loans or loan loss reserves or reviewed any individual loan files of CZFS or HVBC. TKG also assumed, without independent verification, that the aggregate allowances for loan losses (including any prospective amounts that may materialize for either CZFS or HVBC upon the January 1, 2023 adoption of ASC Topic 326 “Financial Instruments—Credit Losses”) for CZFS and HVBC were adequate. TKG did not conduct a physical inspection of any properties or facilities of either CZFS or HVBC.

On October 18, 2022, TKG rendered its written fairness opinion to the HVBC board of directors, a copy of which is included in this Registration Statement as Annex B. The summary set forth below does not purport to be a complete description of the analyses performed by TKG in connection with the merger or its review of the merger consideration. The preparation of a fairness opinion involves various determinations as to the most appropriate and relevant methods of financial analysis and the application of these methods to the particular circumstances. Therefore, the fairness opinion is not readily translated to a summary description and as such, TKG believes that its analyses must be considered as a whole. Only selecting portions of TKG’s analyses and of the factors considered by TKG could create for a reader of the materials an incomplete view of the evaluation process underlying the fairness opinion. No one component of the analyses performed by TKG was assigned a greater significance than another component. Taken as a whole, TKG believes these analyses support the conclusion that the merger consideration to be paid by CZFS to the holders of HVBC Common Shares is fair, from a financial point of view, to the holder of Common Shares of HVBC.

Proposal Summary. Pursuant to the terms of the merger agreement, each holder of HVBC Common Shares will have the opportunity to elect to receive for each Common Share of HVBC they own, either 0.4000 shares of CZFS common stock or $30.50 in cash. All shareholder elections will be subject to the allocation and proration procedures set forth in the merger agreement which are intended to ensure that 80% of the Common Shares of HVBC will be exchanged for shares of CZFS common stock and 20% of the Common Shares of HVBC will be exchanged for cash. All shareholder elections will be subject to the allocation and proration procedures set forth in the merger agreement. The merger is expected to be a tax-free exchange for holders of HVBC Common Shares receiving CZFS common stock.

Contribution Analysis. TKG reviewed the contribution made by each of CZFS and HVBC to various balance sheet and income statement categories of the combined company based on balance sheet data as of the quarter ended June 30, 2022 and income statement information estimated for the latest twelve months ended June 30, 2022. Given the merger consideration was comprised of 80% stock and 20% cash to the holders of the Common Shares of HVBC, at an exchange ratio of 0.4000 and a stock price for CZFS of $70.98 as of October 17, 2022, with an

implied stock consideration value of $28.39 per share and the cash consideration of $30.50 per share, the analysis showed that HVBC would contribute the following percentages to the combined company:

Relative Contribution Analysis (prior to fair value adjustments)

merger consideration was $28.81 and was 60% greater than the midpoint value per common share of $18.02. TKG also noted that the sale of 1,000,000 additional HVBC Common Shares at a price near or potentially below HVBC’s book value would result in the sale of approximately 30.85% of HVBC for potentially no premium as opposed to the aforementioned premiums that would be received by the holders of HVBC Common Shares in the form of stock consideration, cash consideration and the merger consideration.

Although the capitalized earnings method is a widely used valuation methodology, it relies on numerous assumptions, including balance sheet and earnings growth rates, discount rates, and market trading multiples that may ultimately be materially different than those actually realizable or available in the capital markets. Therefore, the range of value developed by TKG does not purport to be indicative of the actual values or expected values of HVBC common stock.

Peer Group Analysis. An integral part of the evaluation of HVBC is to compare the financial condition and financial performance of HVBC to banking organizations that possess characteristics that are believed to be similar to that of HVBC. For the purpose of the peer analysis, TKG used financial information for HVB. HVBC’s primary asset. The primary difference in financial data between HVBC and HVB is the portion of a $10.0 million subordinated debt instrument that was downstreamed by HVBC as common equity into HVB. HVBC incurs the interest expense of servicing the subordinated debt.

TKG undertook a series of “Peer Group” comparisons as part of its analyses of the financial performance of HVBC and an imputed potential range of value of HVBC on a going-concern basis. For the purposes of TKG’s analysis, two peer groups were prepared (the “HVBC Peers”). In the following Peer Group discussion, “HVBC” and “HVB” may be used interchangeably.

HVBC. TKG compared certain of HVBC’s financial condition and financial performance measures to two groups of financial institutions. The financial condition and financial performance data for HVBC and all companies in the peer groups was as of or for the annualized three months ended June 30, 2022. For those peer group members that were publicly traded companies, market data was as of October 14, 2022.

The first peer group was termed by TKG as “Relational Peers.” Companies in this peer group were included based on three screening criteria (i) publicly traded financial institutions or holding companies (ii) headquartered in Maryland, New Jersey, New York and Pennsylvania, (iii) total assets between $350 million and $750 million and, (iv) a branch network of less than ten branches. Nineteen (19) companies are listed under the column heading Relational Peers in the table labeled “HVBC Peer Group Members.”

The second peer group was termed by TKG as “Competitors of Interest Peers.” Companies in this peer group were included based on two screening criteria (i) financial institutions that operate a branch within a five-mile radius of any HVBC branch, and (ii) had total assets of less than or equal to $25 billion. The thirty-one (31) companies that comprise the Competitors of Interest Peers are listed below.

Relational Peers:

Competitors of Interest Peers:

Data for the two peer groups is presented in the table below titled “HVBC Peer Group Comparison.”

TKG noted that the stock consideration of $28.39, the cash consideration of $30.50 and the merger consideration of $28.81 per share were above the imputed values per share for HVBC.

Citizens Financial Services, Inc. TKG compared certain of CZFS’ financial condition and financial performance measures to three groups of financial institutions that are believed to possess characteristics similar to that of CZFS (the “CZFS Peers”). The financial condition and financial performance data for CZFS and all companies in the peer groups was as of or for the annualized three months ended June 30, 2022. For those peer group members that were publicly traded companies, market data was as of October 14, 2022.

The first peer group was termed by TKG as “CZFS Proxy Peers.” Companies in this peer group were included by TKG as these institutions have been used by CZFS for the purposes of inclusion in the CZFS proxy statement filings. Fourteen (14) companies comprised the CZFS Proxy Peers in the table labeled “CZFS Peer Group Members.” The second peer group was termed by TKG as “Relational Peers” based on four screening criteria (i) financial institutions headquartered in the Mid-Atlantic region, (ii) with total assets between $1 billion and $3 billion, (iii) commercial real estate loans / total loans greater than 30%, and (iv) had more than twenty branches. Eleven (11) companies comprised the Relational Peers in the table labeled “CZFS Peer Group Members.”

The third peer group was termed by TKG as “Competitors of Interest Peers.” Companies in this peer group were included based on two screening criteria (i) financial institutions that operate a branch within a five-mile radius of any CZFS branch, and (ii) had total assets of less than or equal to $50 billion. The thirty-one (31) companies that comprise the Competitors of Interest Peers are shown in the table below labeled “CZFS Peer Group Members.”

CZFS Proxy Peers:

Relational Peers: