UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
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ITEM 1.01 Entry Into a Material Definitive Agreement
On September 30, 2026, First Keystone Corporation (the “Company”) entered into Subordinated Note Purchase Agreements (the “Purchase Agreements”) with certain institutional accredited investors and qualified institutional buyers (the “Purchasers”) pursuant to which the Company sold and issued $32,500,000 in aggregate principal amount of its 7.50% fixed to floating rate subordinated notes due September 30, 2036 (the “Notes”). The Notes were issued by the Company to the Purchasers at a price equal to 100% of their face amount. The Purchase Agreements contain certain customary representations, warranties and covenants made by the Company, on the one hand, and the Purchasers, severally and not jointly, on the other hand. The Notes were offered and sold in a private placement in reliance on exemptions from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506(b) of Regulation D thereunder. Performance Trust Capital Partners, LLC served as the Company’s placement agent.
The Company intends to use the net proceeds from the sale of Notes for general corporate purposes. The Notes are intended to qualify at the holding company level as Tier 2 capital under the capital guidelines of the Federal Reserve Board.
The Notes, which mature on September 30, 2036, bear interest at a fixed annual rate of 7.50% for the period up to, but excluding, September 30, 2031 (the “Fixed Interest Rate Period”). From and including September 30, 2031 until maturity or redemption (the “Floating Interest Rate Period”), the interest rate will adjust to a floating rate equal to a benchmark rate, which is expected to be the then-current Three-Month Term SOFR, plus 277 basis points. The Company will pay interest in arrears semi-annually during the Fixed Interest Rate Period and quarterly during the Floating Interest Rate Period. The Notes constitute unsecured and subordinated obligations of the Company and rank junior in right of payment to any senior indebtedness and obligations to general and secured creditors. Subject to limited exceptions, the Company cannot redeem the Notes before September 30, 2031.
The foregoing description of the Purchase Agreements and the Notes does not purport to be complete and is qualified in its entirety by reference to the form of the Purchase Agreements and the form of the Notes, which are filed as Exhibits 10.1 and 4.1, respectively, to this Current Report on Form 8-K and are incorporated by reference into this Item 1.01. A press release announcing the transaction is attached as Exhibit 99.1 to this to this Current Report on Form 8-K and is incorporated by reference into this Item 1.01.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth under Item 1.01 above is incorporated by reference into this Item 2.03.
Item 7.01 Regulation FD Disclosure
In connection with the offering of the Notes described in Item 1.01, the Company provided certain investors with a slide deck that included information about the Company. A copy of the slide deck is attached as Exhibit 99.2 and is incorporated herein by reference. The information furnished pursuant to this item shall not be deemed “filed” for any purpose.
ITEM 9.01 Financial Statements and Exhibits
(d) Exhibits.
Exhibit NumberDescription
4.1 | Form of 7.50% Fixed-to-Floating Rate Subordinated Note due September 30, 2036 |
10.1 |
99.1 |
99.2 |
104 | Cover Page Interactive Data File (embedded in the cover page formatted in Inline XBRL) |
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned, thereunto duly authorized.
| FIRST KEYSTONE CORPORATION | |
| (Registrant) | |
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By: | /s/ Jack W. Jones | |
| Jack W. Jones | |
| President and CEO | |
| Date: | October 1, 2026 |