0000102212 FALSE 12/31 0000102212 2025-07-23 2025-07-23
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________________
FORM 8-K
_______________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 23, 2025
_______________________
UNIVEST FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)

Pennsylvania |  | 0-7617 |  | 23-1886144
(State or other jurisdiction |  | (Commission |  | (I.R.S. Employer
of incorporation) |  | File Number) |  | Identification No.)

14 North Main Street, Souderton, Pennsylvania 18964
(Address of principal executive office)(Zip Code)
Registrant’s telephone number, including area code (215) 721-2400
Not applicable
(Former name or former address, if changed since last report)
_______________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ | Pre-commencement communications pursuant to Rule 14d-2 (b) under the Exchange Act (17 CFR 240.14d-2 (b))
☐ | Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4 (c))

Securities registered pursuant to Section 12(b) of the Act:

Title of class | Trading Symbol | Name of exchange on which registered
Common Stock, $5 par value | UVSP | The NASDAQ Stock Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). |
Emerging growth company | ☐
If an emerging growth company, indicated by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. | ¨

Item 2.02 | Results of Operations and Financial Condition

On July 23, 2025, Univest Financial Corporation (the “Corporation”), parent company of Univest Bank and Trust Co. (the "Bank"), issued a press release reporting 2025 second quarter earnings. A copy of this press release is attached to this Current Report on Form 8-K as Exhibit 99.1.

Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On July 23, 2025, the Board of Directors of the Corporation amended the Corporation's Bylaws to clarify the existing plurality voting standard to be used in the annual election of directors. A copy of the Amended and Restated Bylaws is filed as Exhibit 3.2 hereto and is incorporated herein by reference.

Item 9.01 | Financial Statements and Exhibits

(a) Not applicable
(b) Not applicable
(c) Not applicable
(d) Exhibits

Exhibit No. |  | Description of Document
3.2 |  | Bylaws of Univest Financial Corporation, as amended effective July 23, 2025
99.1 |  | Press release issued by Univest Financial Corporation on July 23, 2025
104 |  | The cover page from the Corporation's Form 8-K, formatted in Inline XBRL

SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

| Univest Financial Corporation
| By: | /s/ Brian J. Richardson
| Name: | Brian J. Richardson
| Title: | Senior Executive Vice President,
|  | Chief Financial Officer

July 24, 2025

EXHIBIT INDEX

Exhibit No. |  | Description of Document
3.2 |  | Bylaws of Univest Financial Corporation, as amended effective July 23, 2025
99.1 |  | Press release issued by Univest Financial Corporation on July 23, 2025
104 |  | The cover page from the Corporation's Form 8-K, formatted in Inline XBRL