Common stock
- Symbol
- FKYS
- Exchange
- OTC
- Classification
- COMMON
- Status
- Current
Current Report · Items 1.01, 2.03, 7.01, 9.01 · 8-K
First Keystone Corp
FKYSOTCEQUITYCurrent
Entry into a Material Definitive Agreement · Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement · Regulation FD Disclosure
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%…
Press release in this filing
First Keystone Corporation (OTCID: FKYS) Closes $32.5 Million Capital Offering →Company context
First Keystone Corporation (OTCID: FKYS) is the parent company of First Keystone Community Bank, a community bank headquartered in Berwick, Pennsylvania. Founded in 1864, the Bank has total assets of $1.57 billion and serves customers through 19 full-service offices in Columbia, Luzerne, Monroe, Montour and Northampton counties. First Keystone Community Bank offers personal and business banking, mortgage and lending, trust and estate planning, and online and mobile banking services under the motto "Yesterday's Traditions. Tomorrow's Vision." Learn more at www.fkc.bank.
Current securities
Registered securities in this filing
FIRST KEYSTONE CORPORATION · 8-K · Filed 2026-10-01
Disclosure sections
Item 1.01Item 1.01 - Entry into Material Agreement
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 2.03Item 2.03 - Creation of Direct Financial Obligation
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 7.01Item 7.01 - Regulation FD Disclosure
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.
Filed exhibits (3)
Exhibit 4.1 FIRST KEYSTONE CORPORATION 7.50% FIXED-TO-FLOATING RATE SUBORDINATED NOTE DUE 2036 THE INDEBTEDNESS EVIDENCED BY THIS SUBORDINATED NOTE IS NOT A DEPOSIT AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY OR FUND. THE INDEBTEDNESS EVIDENCED BY THIS SUBORDINATED NOTE IS SUBORDINATED AND JUNIOR IN RIGHT OF PAYMENT TO SENIOR INDEBTEDNESS (AS DEFINED IN SECTION 3 (SUBORDINATION) OF THIS SUBORDINATED NOTE) OF FIRST KEYSTONE CORPORATION (THE “COMPANY”), INCLUDING OBLIGATIONS OF THE COMPANY TO ITS GENERAL AND SECURED CREDITORS AND IS UNSECURED. IT IS INELIGIBLE AS COLLATERAL FOR ANY EXTENSION OF CREDIT BY THE COMPANY OR ANY OF ITS SUBSIDIARIES. [THIS SUBORDINATED NOTE IS A GLOBAL SUBORDINATED NOTE WITHIN THE MEANING OF SECTION 5 OF THIS SUBORDINATED NOTE AND IS REGISTERED IN THE NAME OF CEDE & CO AS NOMINEE OF THE DEPOSITORY TRUST COMPANY (“DTC”) OR A NOMINEE OF DTC. THIS SUBORDINATED NOTE IS EXCHANGEABLE FOR SUBORDINATED NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN DTC OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN SECTION 5 OF THIS SUBORDINATED NOTE, AND NO TRANSFER OF THIS SUBORDINATED NOTE (OTHER THAN A …
Open exhibit ↗Exhibit 99.1 FOR IMMEDIATE RELEASE September 30, 2026 Contact: Jack W. Jones, President and Chief Executive Officer First Keystone Corporation (570) 752-3671 jack.jones@fkc.bank First Keystone Corporation (OTCID: FKYS) Closes $32.5 Million Capital Offering BERWICK, Penn. - First Keystone Corporation (OTCID: FKYS) (“First Keystone” or the “Company”), the holding company for First Keystone Community Bank, announced today that it has completed the private placement of $32.5 million in fixed-to-floating rate subordinated notes due 2036. The notes have been structured to qualify as Tier 2 capital under bank regulatory guidelines. The Company intends that proceeds from the sale of the notes will be used to redeem the Company’s $25.0 million subordinated notes due December 31, 2030 and for general corporate purposes. The Company is entitled to redeem the notes, in whole or in part, on any interest payment date on or after September 30, 2031, and to redeem the notes at any time in whole upon meeting certain other specified requirements. Performance Trust Capital Partners, LLC served as the sole placement agent and was advise…
Open exhibit ↗Exhibit 99.2 35-31-32 1-86-151 Secondary Primary Font Color 0-0-0 195-178-103 Private Placement of Subordinated Notes CONFIDENTIAL September 10, 2026 First Keystone Corporation Holding Company for: FOR INSTITUTIONAL USE ONLY ─────────────────────────────────────────── 35-31-32 1-86-151 Secondary Primary Font Color 0-0-0 195-178-103 Notice to Recipients 2 This confidential presentation (this “Presentation”) has been prepared solely for general informational purposes by First Keystone Corporation (the “Company,” the “holding company,” “we,” or “our”), a Pennsylvania corporation and the registered bank holding company for First Keystone Community Bank (the “Bank”), a Pennsylvania state-chartered, non-member bank, supervised and regulated by the Federal Deposit Insurance Corporation (the “FDIC”) and the Pennsylvania Department at Banking and Securities, and is being furnished solely for use by prospective investors considering participating in the proposed private offering (the “Offering”) of the Company’s unsecured subordinated notes (the “Securities”). No representation or warranty as to the accuracy, completeness, or fairness of such informat…
Open exhibit ↗