The table below shows the last sale prices of Juniata common stock, FNBPA common stock and the equivalent price per share of FNBPA common stock based on the exchange ratio on June 25, 2015, the day before announcement of the merger, and on [*], 2015, the latest practicable date before printing of this document.

		Historical Price Per Share				Pro Forma Equivalent Price Per Share (1)
Juniata Common Stock
Closing Price on June 25, 2015			18.30				N/A
Closing Price on [*], 2015			[*]				N/A
FNBPA Common Stock
Closing Price on June 25, 2015			35.00				50.90
Closing Price on [*], 2015			[*]				[*]

Given the absence of an active trading market and publicly available trading information for Juniata and FNBPA shares, such prices may not reflect actual current market values.

The Merger Agreement (page 68 )

The terms and conditions of the merger are contained in the merger agreement, which is attached as Annex A to this proxy statement/prospectus and incorporated by reference herein. Please carefully read the merger agreement as it is the legal document that governs the merger. The merger agreement is not intended to provide any other factual information about Juniata, FNBPA, or any of their respective subsidiaries and affiliates. The representations, warranties and covenants contained in the merger agreement were made as of specific dates, may be subject to limitations agreed upon by the parties as stated in the agreement, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the agreement, none of which materially alter the representations and warranties made by either party.

FNBPA and Juniata will Merge (page [*])

We are proposing the merger of FNBPA and Juniata, with Juniata surviving. As a result of the merger, the corporate existence of FNBPA will end. We refer to this event as the “merger” in this document. In connection with the merger, Port Allegany Bank will merge with and into JVB, with JVB surviving. We refer to this event as the “bank merger” in this document.

FNBPA Will Hold Its Special meeting on [Meeting Date] (page 162 )

FNBPA will hold a special meeting on [Meeting Day], [Meeting Date] at [Meeting Time], local time, at the Port Allegany VFW Post Home, 4743 Route 155 South, Port Allegany, Pennsylvania 16743. At the special meeting, FNBPA shareholders will be asked to:

Record Date .  Only holders of record of FNBPA common stock at the close of business on [Record Date] will be entitled to vote at the special meeting. Each share of FNBPA common stock is entitled to one vote. As of FNBPA’s record date, there were 262,352 shares of FNBPA common stock issued and outstanding and entitled to vote at the special meeting.

Required Vote .  The affirmative vote of two-thirds of the outstanding shares of FNBPA common stock is required to adopt the merger agreement. Approval of each other proposal requires approval of a majority of

the votes cast, in person or by proxy, at the meeting. A majority of the outstanding shares of FNBPA common stock entitled to vote is necessary to constitute a quorum in order to transact business at the special meeting.

As of the record date, directors and executive officers of FNBPA and their affiliates had the right to vote [*] shares of FNBPA common stock, or [*]% of the outstanding FNBPA common stock entitled to be voted at the special meeting. Juniata does not own any shares of FNBPA common stock. In accordance with the terms of the merger agreement, each of the directors of FNBPA has executed a letter agreement in favor of Juniata pursuant to which he or she has agreed to vote all shares of FNBPA common stock owned by him or her in favor of adoption of the merger agreement and the transactions contemplated thereby. FNBPA’s directors collectively own 13,118 share of FNBPA common stock, or 5% of the outstanding FNBPA common stock.

Juniata Will Hold Its Special meeting on [Juniata Meeting Date] (page 88 )

The Juniata special meeting will be held on [Juniata Meeting Day], [Juniata Meeting Date] at [Juniata Meeting Time], local time, at Juniata’s offices, Bridge and Main Streets, Mifflintown, Pennsylvania 17059. At the special meeting, Juniata shareholders will be asked to:

Record Date .  Only holders of record of Juniata common stock at the close of business on [Juniata Record Date] will be entitled to vote at the special meeting. Each share of Juniata common stock is entitled to one vote. As of Juniata’s record date, there were [*] shares of Juniata common stock issued and outstanding and entitled to vote at the special meeting.

Required Vote .  The affirmative vote of two-thirds of the outstanding shares of Juniata common stock is required to adopt the merger agreement and to approve the proposed amendments to Juniata’s Articles of Incorporation. Approval of each other proposal requires approval of a majority of the shares present, in person or by proxy, at the meeting. A majority of the outstanding Juniata common stock entitled to vote is necessary to constitute a quorum in order to transact business at the special meeting.

As of the record date, directors and executive officers of Juniata and their affiliates had the right to vote [*] shares of Juniata common stock, or [*]% of the outstanding Juniata common stock entitled to be voted at the special meeting. FNBPA does not own any shares of Juniata common stock.

FNBPA Shareholders Will Receive Cash or Shares of Juniata Common Stock in the Merger (page [*])

In the proposed merger, FNBPA shareholders will receive, in exchange for each share of FNBPA common stock they own immediately prior to completion of the merger, either (i) 2.7813 shares of Juniata common stock or $50.34 in cash. Fractional shares of Juniata common stock resulting from the application of the exchange ratio to a shareholder’s holdings of FNBPA common stock will be converted into the right to receive a cash payment for each such fractional share. The cash payment will equal an amount determined by multiplying (i) the fraction of a share to which such holder would otherwise have been entitled and (ii) $50.34. Juniata shareholders will continue to own the shares of Juniata common stock they held at the time of the merger.

FNBPA shareholders will be entitled to elect to receive the form of merger consideration they wish to receive for each share owned. However, the actual form of merger consideration you receive will depend on your election and, in some circumstances, on the election made by other FNBPA shareholders. Although the merger agreement permits you to elect the form of consideration you want to receive in exchange for each share of FNBPA common stock you own, your election is subject to proration if the total number of shares for which cash is elected is less than 15% or more than 25% of the total number of FNBPA shares outstanding. If cash elections and non-elections account for fewer than 15% of the outstanding FNBPA shares, all such shares will be converted into the cash consideration, and a percentage of all stock elections will be converted into

cash elections, on the same percentage basis, so that the total number of shares receiving cash consideration is equal to 15% of the total number of shares outstanding, and all remaining stock elections will be honored. If total cash elections exceed 25% of the outstanding FNBPA shares, all shares for which no election was made or for which a stock election was made will be converted into stock, and, if necessary, a percentage of all cash elections will be converted into stock elections, on the same percentage basis, so that the total number of shares receiving cash consideration is equal to 25% of the total number of shares outstanding, and remaining cash elections will be honored. If the total number of shares for which all FNBPA shareholders elect to receive cash is greater than or equal to 15%, and less than or equal to 25%, of the total number of shares of FNBPA outstanding, then all shareholders who made valid elections will receive the consideration that they elect, and all shares for which no election was made will receive the stock consideration.

While the Exchange Ratio Is Fixed, FNBPA May Terminate the Merger Unless Juniata Increases the Exchange Ratio in Certain Circumstances (page [*])

The exchange ratio is fixed. However, if the average price of Juniata’s common stock, measured over the 30 trading day period occurring shortly before the closing date of the merger, drops below $14.48 per share and also declines by twenty percent more than the decline in the Nasdaq Bank Stock Index (“NBSI”) between June 26, 2015 and the last trading date in the 30 day period, FNBPA’s board of directors may elect to terminate the merger agreement unless Juniata increases the consideration so that total consideration is at least $10.56 million.

Expected Material United States Federal Income Tax Treatment as a Result of the Merger

The merger has been structured to qualify as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended, which is referred to as the Internal Revenue Code, and it is a condition to the completion of the merger that the parties receive a written opinion from Barley Snyder LLP, counsel to Juniata, to the effect that the merger will be treated as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code and that holders of FNBPA common stock will not recognize gain or loss for U.S. federal income tax purposes upon the exchange of their FNBPA common stock for Juniata common stock pursuant to the merger. For further discussion of the material U.S. federal income tax consequences of the merger, see “ MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER ,” beginning on page 79 .

We recommend that holders of FNBPA common stock consult their tax advisors to determine the tax consequences to them, including the application and effect of any state, local or non-U.S. income and other tax laws, of the merger.

Accounting Treatment of the Merger (page [*])

The merger will be treated as a business combination to be accounted for using the acquisition method of accounting under U.S. generally accepted accounting principles. Under the acquisition method of accounting, the acquired tangible and identifiable intangible assets and liabilities assumed of FNBPA will be recorded, as of the date of completion of the merger, at their respective fair values. Any excess of the purchase price over the fair values of net assets acquired will be recorded as “goodwill”. Under U.S. generally accepted accounting principles, goodwill is not amortized, but is assessed annually, or more frequently if necessary, for impairment with any resulting impairment losses included in net income. If the net assets acquired exceed the purchase price, there will be no goodwill recorded, and the resulting difference will be recorded as a bargain purchase gain. The results of operations of the combined entity will include the results of FNBPA’s operations only after completion of the merger. The merger will be treated as a “business combination” using the acquisition method of accounting with Juniata treated as the acquirer under generally accepted accounting principles in the United States of America, or GAAP.

Boenning & Scattergood, Inc. Has Provided an Opinion to FNBPA’s Board of Directors Regarding the Fairness of the Merger Consideration (page 47 )

FNBPA’s financial advisor, Boenning & Scattergood, Inc., has conducted financial analyses and delivered an opinion to FNBPA’s board of directors that, as of June 26, 2015, the merger consideration was fair, from a financial point of view, to FNBPA’s shareholders.

The full text of Boenning’s opinion is attached as Annex B to this proxy statement/prospectus. FNBPA shareholders should read that opinion and the summary description of Boenning’s opinion contained in this proxy statement/prospectus in their entirety. The opinion of Boenning does not reflect any developments that may have occurred or may occur after the date of its opinion and prior to the completion of the merger. FNBPA does not expect that it will request an updated opinion from Boenning.

FNBPA paid Boenning a fee of $66,000 upon rendering their opinion to FNBPA’s board of directors. In addition, FNBPA has agreed to pay Boenning a fee of $200,000 upon completion of the merger, against which the $66,000 referenced above shall be credited, as well as to reimburse Boenning for all out-of-pocket expenses up to $7,500.

Ambassador Financial Group has Provided an Opinion to Juniata’s Board of Directors Regarding the Fairness of the Merger Consideration (page 52 )

Juniata’s financial advisor, Ambassador Financial Group, Inc., has conducted financial analyses and delivered an opinion to Juniata’s board of directors that, as of June 26, 2015, the merger consideration was fair, from a financial point of view, to Juniata’s shareholders.

The full text of Ambassador’s opinion is attached as Annex C to this proxy statement/prospectus. Juniata shareholders should read that opinion and the summary description of Ambassador’s opinion contained in this proxy statement/prospectus in their entirety. The opinion of Ambassador does not reflect any developments that may have occurred or may occur after the date of its opinion and prior to the completion of the merger. Juniata does not expect that it will request an updated opinion from Ambassador.

Juniata paid Ambassador a fee of $10,000 upon engagement of their services and $30,000 when the merger agreement was signed. In addition, Juniata has agreed to pay Ambassador a fee of $75,000 upon completion of the merger and to reimburse Ambassador for all out-of-pocket expenses up to $7,500.

Board of Directors and Executive Officers of Juniata and JVB after the Merger (page 98 )

Following the merger, the Juniata and JVB boards of directors will consist of the current members of the board plus one director from among FNBPA’s current directors. Following completion of the merger, FNBPA directors who are not appointed to the Juniata and JVB Board will be invited to sit on a regional advisory board for the former Port Allegany Bank region. The current executive officers of Juniata and of JVB will remain the same after the merger with the exception that Joseph Lashway will be added as senior vice president of JVB following the merger.

The FNBPA and Juniata Boards of Directors Recommend That FNBPA and Juniata Shareholders Vote “FOR” Adoption of the Merger Agreement (page [*] and page [*])

FNBPA’s board of directors believes that the merger is in the best interests of FNBPA and has unanimously approved the merger and the merger agreement. FNBPA’s board of directors recommends that FNBPA shareholders vote “ FOR ” adoption of the merger agreement. FNBPA’s board also recommends that its shareholders vote “ FOR ” the proposal to adjourn the special meeting, if necessary, to solicit additional proxies in favor of the adoption of the merger agreement.

Juniata’s board of directors believes that the merger is in the best interests of Juniata and has unanimously approved the merger and the merger agreement. Juniata’s board of directors recommends that Juniata shareholders vote “ FOR ” adoption of the merger agreement. Juniata’s board also recommends that its shareholders vote “ FOR ” the approval of the amendment of Section 11(D)(1), “ FOR ” the approval of the amendment of Section 11(D)(2), and “ FOR ” the approval of the amendment of the unnumbered paragraph of section 11(D) of Juniata’s Articles of Incorporation. The three amendments are proposed by the Board of Directors for the purpose of clarifying and narrowing the application of Section 11(D) to those fundamental transactions in which Juniata is the selling institution, and not where Juniata is the acquirer. Also, the amendments clarify that shareholder approval of transactions is not required where Juniata is the acquirer (except as may be required by Pennsylvania law or applicable exchange listing standards), and lower the percent shareholder vote required for specified fundamental transactions in which Juniata is the selling institution if the Board of Directors has approved the transaction. See “ Proposal No. 2 — Approval of Amendments to Juniata’s Articles of Incorporation, ” on page 91 . Juniata’s board also recommends that Juniata

shareholders vote “ FOR ” the proposal to adjourn the special meeting, if necessary, to solicit additional proxies in favor of the adoption of the merger agreement and approval of the amendments to the Articles.

FNBPA’s Directors and Executive Officers Have Financial Interests in the Merger that May Differ from Your Interests (page [*])

In addition to their interests as FNBPA shareholders, the directors and executive officers of FNBPA may have interests in the merger that are different from or in addition to interests of other FNBPA shareholders. These interests include, among others, provisions in the merger agreement regarding board membership, advisory board membership and fees, employment agreements, indemnification and insurance. These additional interests may create potential conflicts of interest and cause some of these persons to view the proposed transaction differently than you may view it as an FNBPA shareholder.

The financial interests of FNBPA’s executive officers and directors in the merger include the following:

FNBPA’s board of directors was aware of these interests and took them into account in its decision to approve the merger agreement.

Holders of FNBPA Common Stock Have Dissenters’ Rights (page [*])

FNBPA shareholders have the right under Pennsylvania law to dissent from the merger agreement and obtain the “fair value” of their shares in cash as determined by an appraisal process in accordance with the procedures under Subchapter D of Chapter 15 of the Pennsylvania Business Corporation Law of 1988, as amended, or PBCL. The statutorily determined “fair value” could be more or less then the value of the merger consideration. If you intend to exercise dissenters’ rights, you should read the statute carefully and consult with your own legal counsel. Failure to strictly comply with the procedures set forth in the PBCL will result in the loss of dissenters’ rights. Also, if you exercise dissenters’ rights, you may have taxable income as a result, so you should consult with your own tax advisor if you intend to dissent. See “ The Merger — 

FNBPA Shareholders Have Dissenters’ Rights in the Merger” and Annex D . Juniata shareholders do not have dissenters’ rights with respect to the merger.

The Rights of FNBPA Shareholders Will Be Governed by Pennsylvania Law and Juniata’s Articles of Incorporation and Bylaws after the Merger (page [*])

The rights of FNBPA shareholders will change as a result of the merger due to differences in Juniata’s and FNBPA’s governing documents. A description of shareholder rights under each of the Juniata and FNBPA governing documents, and the material differences between them, is included in the section entitled “ Comparison of Shareholders’ Rights ” found on page 186 .

Conditions That Must Be Satisfied or Waived for the Merger to Occur (page [*])

Currently, we expect to complete the merger in the fourth quarter of 2015. As more fully described in this proxy statement/prospectus and in the merger agreement, the completion of the merger depends on a number of conditions being satisfied or, where legally permissible, waived. These conditions include, among others: approval of the merger by the requisite vote of FNBPA’s and Juniata’s shareholders; the receipt of all required regulatory approvals from the Board of Governors of the Federal Reserve System (“FRB”), Federal Deposit Insurance Corporation (“FDIC”), and the Pennsylvania Department of Banking and Securities (“PDB”); the holders of no more than 15% of the outstanding shares of common stock of FNBPA exercising dissenters’ rights; and the receipt of a legal opinion from Barley Snyder LLP, counsel to Juniata, regarding the tax treatment of the merger. Applications are pending with the FRB, PDB and FDIC.

We cannot be certain when, or if, the conditions to the merger will be satisfied or waived, or that the merger will be completed.

No Solicitation of Other Offers (page [*])

FNBPA has agreed that it, its directors and officers and its representatives and advisors will not, between the date of the merger agreement and the date of the special meeting of FNBPA’s shareholders, directly or indirectly:

The merger agreement does not, however, prohibit FNBPA from taking such actions prior to its shareholders’ meeting if its board of directors determines, in good faith, that such discussions or consideration of an alternative acquisition proposal are required for its board of directors to fulfill its fiduciary duties.

For further discussion of the restrictions on solicitation of acquisition proposals from third parties, see “ The Merger Agreement — Agreement Not to Solicit Other Offers ” beginning on page 74 .

Termination of the Merger Agreement (page 77 )

We may mutually agree to terminate the merger agreement before completing the merger, even after shareholder approval has been obtained. In addition, (i) either Juniata or FNBPA may decide to terminate the merger agreement if a bank regulator or governmental entity issues a final order that is not appealable prohibiting the merger, (ii) either Juniata or FNBPA may decide to terminate the merger agreement if the shareholders of FNBPA or Juniata fail to adopt the merger agreement at its shareholder meeting, (iii) either Juniata or FNBPA may decide to terminate the merger agreement if the other party breaches the merger agreement in a way that would entitle the party seeking to terminate the agreement not to consummate the merger, subject to the right of the breaching party to cure the breach within 30 days following written notice; and (iv) either FNBPA or Juniata may terminate the merger agreement if the merger has not been completed by April 15, 2016, unless the reason the merger has not been completed by that date is a breach of the merger agreement by the party seeking to terminate the merger agreement.

Juniata may terminate the merger agreement if FNBPA’s board of directors, in connection with the receipt of an alternative acquisition proposal, (1) enters into an acquisition agreement with respect to the alternative acquisition proposal, (2) terminates the merger agreement, (3) fails to make, withdraws, modifies or qualifies its recommendation of the merger agreement in a manner adverse to Juniata, or (4) delivers a written notice to Juniata of its determination to accept the alternative acquisition proposal.

FNBPA may terminate the merger agreement if FNBPA receives an alternative acquisition proposal and delivers a written notice to Juniata of its determination to accept the alternative acquisition proposal.

If the average price of Juniata’s common stock, measured over the 30 trading day period occurring shortly before the closing date of the merger, drops below $14.48 per share and also declines by twenty percent more than the decline in the NBSI between June 26, 2015 and the last trading date in the 30 day period, FNBPA’s board of directors may elect to terminate the merger agreement unless Juniata increases the consideration to at least $10.56 million.

Termination Fee (page 78 )

FNBPA will pay Juniata a termination fee of $475,000 in the event that the merger agreement is terminated:

Regulatory Approvals Required for the Merger and the Bank Merger (page 65 )

The merger is subject to certain regulatory approvals, including approval of the FRB, FDIC and PDB. As of the date hereof, applications are pending with the FRB, FDIC and PDB.