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Citizens & Northern (NASDAQ: CZNC) Q1 2026 profit plunges on big credit loss provision

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Citizens & Northern Corporation reported sharply lower first quarter 2026 results as a large credit issue drove a major provision for loan losses. Net income fell to $273,000, or $0.02 per share, from $6.3 million, or $0.41 per share, in first quarter 2025, mainly due to a $13.6 million provision for credit losses versus $236,000 a year earlier.

Core performance remained solid: net interest income rose to $28.5 million, up 42% year over year, and pre-tax, pre-provision net revenue increased 74% to $14.1 million. Loans grew to $2.35 billion and deposits to $2.60 billion, each up more than 20% from a year earlier, while the quarterly dividend stayed at $0.28 per share.

Asset quality weakened, with nonperforming assets rising to 1.33% of total assets from 0.93%, and nonperforming loans at 1.76% of total loans. The allowance for credit losses increased to 1.42% of total loans from 1.06%, reflecting higher reserves on problem credits.

Positive

  • None.

Negative

  • Sharp earnings deterioration from credit costs: First quarter 2026 net income fell to $273,000 (EPS $0.02) from $6.3 million (EPS $0.41) a year earlier, driven by a $13.6 million provision for credit losses and higher nonperforming asset levels.

Insights

Credit-driven loss provision crushed earnings despite strong core revenue and balance sheet growth.

Citizens & Northern generated much higher core revenue in first quarter 2026, with net interest income up from $19.98M to $28.45M and PPNR up 73.5% to $14.14M. Loan and deposit balances expanded more than 20% year over year.

However, a large problem loan led to a spike in the total provision for credit losses to $13.60M, compared with $0.24M a year earlier, driving net income down 95.7% to $0.27M. Asset quality pressure is visible in nonperforming assets rising to 1.33% of total assets and nonperforming loans at 1.76% of total loans.

Capital and liquidity remain solid, with total assets of $3.16B, deposits of $2.60B, and an allowance for credit losses at 1.42% of loans. The quarterly dividend stayed at $0.28 per share. Future company updates may clarify how quickly the elevated credit costs normalize after this specific large-loan issue.

Item 2.02 Results of Operations and Financial Condition Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Net income $273,000 Three months ended March 31, 2026; down from $6.293M in 2025
Earnings per share $0.02 Diluted EPS Q1 2026 vs $0.41 in Q1 2025
Provision for credit losses $13.60M Total provision Q1 2026 vs $0.24M in Q1 2025
Net interest income $28.45M Q1 2026, up 42.45% from $19.98M in Q1 2025
PPNR $14.14M Pre-tax, pre-provision net revenue Q1 2026, up 73.50% YoY
Loans, net $2.35B Net loans at March 31, 2026 vs $1.88B at March 31, 2025
Deposits $2.60B Deposits at March 31, 2026 vs $2.10B a year earlier
Nonperforming assets ratio 1.33% Nonperforming assets / total assets at March 31, 2026 vs 0.93% in 2025
pre-tax, pre-provision net revenue financial
"PRE-TAX, PRE-PROVISION NET REVENUE ("PPNR") - NON-GAAP (b)"
A bank or lender’s revenue figure calculated before subtracting income taxes and the reserves set aside for expected loan losses. It shows the raw income from core activities like interest, fees and trading without the effects of tax bills or conservative cushions for bad loans, so investors can see underlying operating performance much like checking a car’s fuel efficiency before loading extra weight or accounting for future repairs.
allowance for credit losses financial
"Allowance for Credit Losses / Total Loans | | 1.42 %"
Allowance for credit losses is a reserve set aside by a financial institution to cover potential losses from borrowers who may not repay their loans. It acts like a safety net, helping the institution prepare for loans that might turn sour. For investors, it signals how cautious the institution is about the quality of its loans and potential risks to its financial health.
nonperforming assets financial
"Nonperforming Assets / Total Assets | | 1.33 % | | 0.93 %"
Nonperforming assets are loans or investments that are not generating expected payments or returns because the borrower has fallen behind on payments or the investment has lost value. They matter to investors because a high level of nonperforming assets can indicate financial trouble for a bank or institution, potentially affecting its stability and profitability.
tangible common equity financial
"Tangible Common Equity (4) / Tangible Assets (3) | | 8.53 %"
Tangible common equity is the portion of a company’s net worth that belongs to ordinary shareholders after removing intangible items (like goodwill or patents) and any preferred claims; it’s often expressed on a per-share basis. Think of it as the hard, sellable value left for common owners if you removed non-physical assets and paid off debts—investors use it to judge how much real cushion a company has and whether the stock might be under- or over-valued.
net interest margin financial
"Net Interest Income/Earning Assets (Net Interest Margin) | | 3.98 %"
Net interest margin measures how much a bank earns from lending and investing compared with what it pays for funding, expressed as a percentage of its interest-earning assets. Think of it like a grocery store’s markup: it shows the gap between buying cost and selling price per dollar of goods — here, the cost is interest paid and the sale is interest received. Investors watch it because a higher margin usually means a bank is more profitable and better at managing interest rate and credit conditions.
Net income $273,000 -95.66% YoY
Diluted EPS $0.02 -95.12% YoY
Net interest income $28.45M +42.45% YoY
PPNR $14.14M +73.50% YoY
0000810958false00008109582026-04-292026-04-29

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

April 29, 2026

Date of Report (Date of earliest event reported)

Citizens & Northern Corporation

(Exact name of registrant as specified in its charter)

Pennsylvania

  ​ ​ ​

0-16084

  ​ ​ ​

23-2451943

(State or other jurisdiction

(Commission

(IRS Employer

of incorporation)

File Number)

Ident. No.)

90-92 Main Street, Wellsboro, Pennsylvania

16901

(Address of principal executive offices)

(Zip Code)

(570) 724-3411

Registrant’s telephone number, including area code

N/A

(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:

    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 each class

Trading Symbol

Name of each exchange on which 
registered

Common Stock, par value $1.00 per share

 

CZNC

 

Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company

If an emerging growth company, indicate 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

Citizens & Northern Corporation (the “Company”) announced unaudited, consolidated financial results for the three month period ended March 31, 2026. On April 29, 2026, the Company issued a press release titled “C&N Announces First Quarter 2026 Unaudited Financial Results,” a copy of which is furnished as Exhibit 99 to this Current Report on Form 8-K 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 99: Press Release issued by Citizens & Northern Corporation dated April 29, 2026.

Exhibit 104: Cover Page Interactive Data File (embedded in the cover page formatted in Inline XBRL)

2

SIGNATURES

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.

 

CITIZENS & NORTHERN CORPORATION

 

 

 

Date:  April 29, 2026

By:

/s/ Mark A. Hughes

Mark A. Hughes

 

 

Treasurer and Chief Financial Officer

3

Exhibit 99

Graphic

 

 

Contact:  Charity Frantz

April 29, 2026

 

570-724-0225

 

 

charityf@cnbankpa.com

C&N ANNOUNCES FIRST QUARTER 2026 UNAUDITED FINANCIAL RESULTS

For Immediate Release:

Wellsboro, PA – Citizens & Northern Corporation (“C&N”) (NASDAQ: CZNC) announced its unaudited, consolidated financial results for the three-month period ended March 31, 2026. C&N’s principal activity is community banking, and its largest subsidiary is Citizens & Northern Bank (“C&N Bank”).

Brad Scovill, C&N’s President and CEO, commented, “Our first quarter net income of $0.02 per share was well below expectations, mainly due to a significant charge related to one of our largest loans. Having said that, our fundamentals remain very strong, with solid PPNR performance highlighted by 14 basis points of net interest margin expansion and strong capital and liquidity profiles. While our non-performing asset level is somewhat elevated in comparison to that of our peers, we maintain a comparatively higher allowance for credit losses as a percentage of total loans, and we continue to make methodical progress in executing prudent workout strategies for all of our larger nonperforming loans. Looking forward, we remain confident in our ability to execute our strategy for profitable growth.”    

Highlights:

Net income was $273,000, or $0.02 diluted earnings per share for the first quarter of 2026 as compared to $4,466,000, or $0.25 diluted earnings per share for the fourth quarter 2025, and $6,293,000, or $0.41 per diluted share in the first quarter 2025. As described in more detail below, first quarter 2026 earnings were negatively impacted by an elevated provision for credit losses and earnings for the fourth quarter 2025 were impacted by merger-related expenses resulting from C&N’s acquisition of Susquehanna Community Financial, Inc. (“Susquehanna”) effective October 1, 2025. Excluding merger-related expenses, net of taxes, adjusted earnings (non-GAAP) totaled $9,966,000 or $0.56 per diluted share for the fourth quarter of 2025. See Table 13 for additional information.
Pre-tax, pre-provision net revenue (“PPNR”) was $14,142,000 for the first quarter 2026 as compared to $14,445,000 for the fourth quarter 2025 and $8,151,000 for the first quarter 2025. PPNR measures the strength of C&N’s core earnings from recurring operations independent of credit volatility. The higher PPNR results in the two most recent quarters include the net impact of growth in net interest income, noninterest income and noninterest expense resulting from C&N’s acquisition of Susquehanna on October 1, 2025. PPNR includes net interest income and noninterest income, net of noninterest expense, but excludes the provision for credit losses, realized gains or losses on securities, merger-related expenses and other nonrecurring items included in earnings. See Table 12 for additional information.
The provision for credit losses was $13,602,000 in the first quarter 2026 as compared to $1,320,000 in the fourth quarter 2025 and $236,000 in the first quarter 2025. The increase in the first quarter 2026 provision was primarily driven by the impact on the allowance for credit losses (“ACL”) of an increase in net charge-offs to $10,808,000 as compared to $884,000 in the fourth quarter of 2025 and $91,000 in the first quarter of 2025.
The significant increase in charge-offs in the first quarter of 2026 is due to a non-owner occupied, commercial real estate loan originated in 2022 in the amount of $24 million of which $7,200,000 was participated with another financial institution.  The loan is secured by a first lien on the leasehold interests of an approximately 190,000 square foot Class A office property with multiple buildings and tenants, located in Bucks County, PA.  The loss of a large tenant  as well as cash flow requirements of the borrower’s other properties (which C&N has not financed) caused the loan to be downgraded to substandard and placed in nonaccrual status as of March 31, 2026.  C&N obtained an updated appraisal in April 2026 which was significantly lower than the original appraisal when the loan was originated, resulting in a charge-off of $10,056,000.  At March 31, 2026, the amortized cost basis of the loan, net of the partial charge-off, is $5,836,000. Management believes the property’s location and condition provide an opportunity for recovery of value in the future.
The ACL was 1.42% of gross loans receivable at March 31, 2026, up from 1.32% at December 31, 2025 and 1.06% at March 31, 2025, as the higher level of net charge-offs in the first quarter 2026 impacted the portion of C&N’s ACL determined based on historical loss experience.

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Total nonperforming assets were 1.33% of total assets at March 31, 2026, up from 1.06% at December 31, 2025 and 0.93% at March 31, 2025. The increase in nonperforming assets in the first quarter 2026 included the impact of classifying the nonowner occupied commercial real estate loan referenced above as nonaccrual at March 31, 2026.
Net interest income for the first quarter 2026 decreased $19,000 from the total for the fourth quarter 2025 and increased $8,479,000 over the total for the first quarter 2025. The net interest margin increased 14 basis points to 3.98% in the first quarter 2026 from 3.84% for the fourth quarter 2025 and increased 60 basis points from 3.38% for the first quarter 2025.
Total loans receivable were $30,485,000 higher at March 31, 2026 compared to December 31, 2025. Average loans receivable increased 0.8% during the first quarter 2026 from the fourth quarter 2025. Average loans receivable were higher by 24.5% for the first quarter 2026 as compared to the first quarter 2025.
Deposits totaled $2,600,053,000 at March 31, 2026, up $35,337,000 from December 31, 2025. Average total deposits decreased 2.6% during the first quarter 2026 from the fourth quarter 2025, mainly due to a seasonal reduction in balances held by municipal customers. Average total deposits were 24.2% higher for the first quarter 2026 as compared to the first quarter 2025.
At March 31, 2026, C&N’s highly liquid sources of available funds totaled $1.363 billion, or 159.3% of uninsured deposits and 199.1% of uninsured and uncollateralized deposits.

First Quarter 2026 as Compared to Fourth Quarter 2025

Net income was $273,000, or $0.02 per diluted share, for the first quarter 2026 as compared to $4,466,000, or $0.25 per diluted share, for the fourth quarter 2025. As described in the Highlights section, first quarter 2026 earnings were negatively impacted by an elevated provision for credit losses and fourth quarter 2025 earnings were impacted by merger-related expenses resulting from the acquisition of Susquehanna. Excluding merger-related expenses, net of taxes, adjusted earnings (non-GAAP)   totaled $9,966,000 or $0.56 per diluted share for the fourth quarter of 2025. See Table 13 for additional information. Other significant variances were as follows:

Net interest income of $28,454,000 in the first quarter 2026 decreased $19,000 from the fourth quarter 2025 result. Average total earning assets decreased $36,883,000 from the prior quarter, as average interest-bearing due from banks decreased $57,255,000. Average total deposits decreased $68,657,000 while average total borrowed funds increased $33,777,000 in the first quarter 2026 as compared to the total for the prior quarter. The net interest margin was 3.98% in the first quarter 2026, up 0.14% from 3.84% in the fourth quarter 2025. Accretion of purchase accounting valuation adjustments related to the Susquehanna merger had a net positive impact on net interest income of $765,000 in the first quarter 2026 and $789,000 in the fourth quarter. The net interest spread increased 0.14%, as the average yield on earning assets increased 0.08% and the average rate on interest-bearing liabilities decreased 0.06%.
Noninterest income excluding realized gains on available-for-sale securities, of $8,169,000 in the first quarter 2026 decreased $191,000 from the fourth quarter 2025. Significant variances included the following:
ØOther noninterest income of $1,586,000 increased $269,000 including a conversion assistance payment of $241,000 received related to merger integration of the wealth management platform.
ØNet gains from sale of loans of $370,000 decreased $188,000 reflecting a decrease in volume of residential mortgage loans sold.

ØBrokerage and insurance revenue of $588,000 decreased $183,000 due to a decrease in sales volume.

ØLoan servicing fees, net, of $108,000 decreased $117,000, as the fair value of servicing rights decreased $172,000 in first quarter 2026 as compared to a decrease of $58,000 in fourth quarter 2025.
Noninterest expense of $22,712,000 in the first quarter of 2026 decreased $7,447,000 from the fourth quarter 2025 total. The fourth quarter 2025 included merger-related expenses of $6,891,000 related to the Susquehanna acquisition and also included professional fees totaling $757,000 related to contract renegotiations with technology core system and operations providers with no comparable amounts in first quarter of 2026. In the first quarter 2026, net occupancy and equipment expense was $229,000 higher than in fourth quarter 2025, including increases of $151,000 in snow removal and $55,000 in light and power expenses while data processing and telecommunications expenses was $302,000 lower than in fourth quarter 2025 reflecting lower software license expense.

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The income tax provision of $62,000, or 18.5% of pre-tax income for the first quarter 2026, decreased $864,000 from $926,000, or 17.2% of pre-tax income, for the fourth quarter 2025 reflecting a decrease in pre-tax income for the quarter.

First Quarter 2026 as Compared to First Quarter 2025

First quarter 2026 net income was $273,000, or $0.02 per diluted share, as compared to $6,293,000, or $0.41 per diluted share, in the first quarter 2025. As described in the Highlights section, first quarter 2026 earnings were impacted by an elevated provision for credit losses. Other significant variances were as follows:

Net interest income of $28,454,000 in the first quarter 2026 was $8,479,000 higher than in the first quarter 2025, including the benefit of income from growth in net earning assets resulting from the Susquehanna merger. The net interest margin increased to 3.98% in the first quarter 2026 from 3.38% in the first quarter 2025. The interest rate spread increased 0.76%, as the average yield on earning assets increased 0.31% while the average rate on interest-bearing liabilities decreased 0.45%. Average total earning assets increased $505,810,000 from the first quarter 2025, as average total loans receivable increased $465,531,000, including the impact of loans acquired from Susquehanna, and average available-for-sale debt securities increased $81,543,000 while average interest-bearing due from banks decreased $42,380,000. Average total deposits increased $499,043,000, including the impact of deposits assumed from Susquehanna, while average brokered deposits decreased $24,333,000.
Noninterest income, excluding gains on available-for-sale debt securities, of $8,169,000 in the first quarter 2026 increased $1,161,000 from the first quarter 2025 result. Significant variances included the following:

ØOther noninterest income of $1,586,000 increased $454,000, including a conversion assistance payment of $241,000 received related to the merger integration of the wealth management platform, an increase of $94,000 in tax credit income and an increase of $78,000 in dividends on Federal Home Loan Bank of Pittsburgh stock.

ØInterchange revenue from debit card transactions of $1,267,000 increased $231,000, including an increase in volume-related incentive income.
ØService charges on deposit accounts of $1,650,000 increased $210,000 reflecting an increase in volume of fees.
ØNet gains from sale of loans of $370,000 increased $165,000, reflecting an increase in volume of residential mortgage loans sold and includes the impact of $133,000 in net gains from sale of loans resulting from the Susquehanna acquisition.

Noninterest expense of $22,712,000 in the first quarter 2026 increased $3,669,000 from the first quarter 2025 result, reflecting the impact of the Susquehanna acquisition. Other significant variances included the following:
ØSalaries and employee benefits expense of $13,201,000 increased $1,442,000, including the impact of the Susquehanna acquisition while cash and stock-based incentive compensation decreased $219,000.
ØOther noninterest expense of $3,364,000 increased $1,010,000 from the first quarter 2025. Within this category, significant variances included the following:
Core deposit intangible amortization expense increased $708,000, related to core deposits assumed from Susquehanna.
FDIC insurance expense increased $243,000 from the first quarter of 2025, reflecting the impact of the Susquehanna acquisition.
Legal fees unrelated to merger activity decreased $104,000 from the first quarter of 2025.
ØNet occupancy and equipment expense was $432,000 higher than in first quarter 2025, including $337,000 related to the Susquehanna acquisition and increases in snow removal, light and power and repairs and maintenance expenses.

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ØData processing and telecommunications expenses were $378,000 higher than in the first quarter 2025 reflecting higher software license expense of $179,000 and higher internet banking expenses of $170,000, related to the Susquehanna acquisition.
The income tax provision of $62,000, or 18.5% of pre-tax income for the first quarter 2026 decreased $1,349,000 from $1,411,000, or 18.3% of pre-tax income, for the first quarter 2025 reflecting a decrease in pre-tax income for the quarter.

Other Information:

Changes in other unaudited financial information were as follows:

Total assets were $3,164,340,000 at March 31, 2026 up from $3,132,469,000 at December 31, 2025 and $2,609,228,000 at March 31, 2025.
Cash and due from banks totaled $54,798,000 at March 31, 2026, up from $46,056,000 at December 31, 2025 and down from $114,738,000 at March 31, 2025.
The fair value of available-for-sale debt securities at March 31, 2026 was lower than the amortized cost basis by $32,175,000 or 6.1%. In comparison, the aggregate unrealized loss position was $29,685,000 or 5.5% lower than the amortized cost basis at December 31, 2025 and $ 42,374,000 or 9.4% lower than the amortized cost basis at March 31, 2025. The volatility in the fair value of the portfolio has resulted from changes in interest rates. Management reviewed the available-for-sale debt securities as of March 31, 2026 and concluded, as of such date, that there were no credit-related declines in fair value and no allowance for credit losses was recorded as of March 31, 2026.
Gross loans receivable totaled $2,384,850,000 at March 31, 2026, up $30,485,000 from total loans at December 31, 2025 and $486,418,000 from total loans at March 31, 2025. On October 1, 2025, $393,587,000 of gross loans receivable, net of purchase accounting adjustments were recorded pursuant to the acquisition of Susquehanna. In comparing outstanding balances at March 31, 2026 and 2025, total commercial loans were up $393,876,000 or 27.5%, total outstanding consumer loans increased $48,879,000 or 74.0% and total residential mortgage loans increased $43,663,000 or 10.9%. The outstanding balance of residential mortgage loans originated and serviced by C&N that have been sold to third parties was $451,162,000 at March 31, 2026, up $121,401,000 from the total at March 31, 2025, reflecting the impact of servicing obligations assumed on such loans that had been sold by Susquehanna prior to the merger.
At March 31, 2026, the recorded investment in non-owner occupied commercial real estate loans for which the primary purpose is utilization of office space by third parties was $109,404,000, or 4.6% of gross loans receivable. At March 31, 2026, within this segment there were three loans with a total recorded investment of $8,600,000 in nonaccrual status with no individual allowances, including the loan referred to in the Highlights section with a partial charge-off of $10,056,000 in the first quarter 2026 and an amortized cost basis at March 31, 2026 of $5,836,000.  The remainder of the non-owner occupied commercial real estate loans with a primary purpose of office space utilization were in accrual status with no individual allowance at March 31, 2026.
Total nonperforming assets as a percentage of total assets was 1.33% at March 31, 2026, up from 1.06% at December 31, 2025 and 0.93% at March 31, 2025. Total nonperforming assets were $42,113,000 at March 31, 2026, up from $33,113,000 at December 31, 2025 and $24,329,000 at March 31, 2025, including the impact of classifying the non-owner occupied commercial real estate loan referenced above as nonaccrual at March 31, 2026 and also includes the impact of nonaccrual loans purchased with credit deterioration (“PCD loans”) that were acquired as part of the Susquehanna merger with a total amortized cost basis of $8,566,000 at March 31, 2026.
Deposits totaled $2,600,053,000 at March 31, 2026, up $35,337,000 from December 31, 2025 and $497,912,000 from March 31, 2025. Deposits of $501,488,000 were assumed from Susquehanna, effective October 1, 2025. Average total deposits decreased 2.6% during the first quarter 2026 from the fourth quarter 2025, mainly due to a seasonal reduction in balances held by municipal customers. Average total deposits were 24.2% higher for the first quarter 2026 as compared to the first quarter 2025.
C&N maintained highly liquid sources of available funds totaling $1.363 billion at March 31, 2026, including unused borrowing capacity with the Federal Home Loan Bank of Pittsburgh of $948.3 million, unused availability on the Federal Reserve Bank of Philadelphia’s discount window of $24.6 million, available federal funds lines with other banks of $75

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million and available-for-sale debt securities with a fair value in excess of collateral obligations of $315.4 million. At March 31, 2026, available funding from these sources totaled 159.3% of uninsured deposits, and 199.1% of uninsured and uncollateralized deposits.
The outstanding balance of borrowed funds, including Federal Home Loan Bank advances, repurchase agreements, senior notes and subordinated debt, totaled $193,046,000 at March 31, 2026, up $3,574,000 from December 31, 2025 and down $1,725,000 from March 31, 2025.
Total stockholders’ equity was $335,564,000 March 31, 2026, down from $341,714,000 at December 31, 2025 and up from $281,831,000 at March 31, 2025. Effective October 1, 2025, C&N recorded a net increase in stockholders’ equity of $44,388,000 from the issuance of common stock to the former Susquehanna stockholders. Within stockholders’ equity, the portion of accumulated other comprehensive loss related to available-for-sale debt securities was $25,096,000 at March 31, 2026, $23,154,000 at December 31, 2025 and $33,050,000 at March 31, 2025. The volatility in stockholders’ equity related to accumulated other comprehensive loss from available-for-sale debt securities has been caused by fluctuations in interest rates including overall increases in rates as compared to market rates when most of C&N’s securities were purchased. Accumulated other comprehensive loss is excluded from C&N’s regulatory capital ratios.
Tangible common book value per share, a non-GAAP financial measure, was $14.73 at March 31, 2026 as compared to $15.11 at December 31, 2025 and $14.71 at March 31, 2025. The Corporation’s tangible common equity ratio was 8.53% at March 31, 2026 compared to 8.80% at December 31, 2025 and 8.91% at March 31, 2025. See Non-GAAP Reconciliation for additional information.
Citizens & Northern Corporation and Citizens & Northern Bank are subject to various regulatory capital requirements. At March 31 2026, Citizens & Northern Corporation and Citizens & Northern Bank maintained regulatory capital ratios that exceeded all capital adequacy requirements and were classified as well-capitalized.
On September 25, 2023, C&N announced a treasury stock repurchase program with no expiration that can be suspended or terminated by the Board of Directors, in its sole discretion. Under this program, C&N is authorized to repurchase up to 750,000 shares of its common stock. There were no shares repurchased during the three-month period ended March 31, 2026. At March 31, 2026, there were 723,465 shares available to be repurchased under the program.
Trust assets under management by C&N’s Wealth Management Group were $1,473,084,000 at March 31 2026, up from $1,468,691,000 at December 31, 2025, and up 10.2% from $1,336,737,000 at March 31, 2025. Fluctuations in values of assets under management reflect the impact of market volatility.
Under U.S. GAAP, interest income on tax-exempt securities and loans is reported at applicable nominal amounts, with the tax benefit accounted for as a reduction in the income tax provision. C&N presents certain analyses and ratios with net interest income determined on a fully taxable-equivalent basis, which are non-GAAP financial measures as presented. C&N believes presentation of net interest income on a fully taxable-equivalent basis provides investors with meaningful information for purposes of comparing the returns on tax-exempt securities and loans with returns on taxable securities and loans. The excess of net interest income on a fully taxable-equivalent basis over the amounts reported under U.S. GAAP was $231,000, $233,000 and $211,000 for the first quarter 2026, fourth quarter 2025 and first quarter 2025, respectively.

Citizens & Northern Corporation is the bank holding company for Citizens & Northern Bank, headquartered in Wellsboro, Pennsylvania, which operates 35 banking offices located in Bradford, Bucks, Cameron, Chester, Lancaster, Lycoming, McKean, Northumberland, Potter, Snyder, Sullivan, Tioga, Union and York Counties in Pennsylvania and Steuben County in New York, as well as a loan production office in Elmira, New York. Citizens & Northern Corporation trades on NASDAQ under the symbol “CZNC.” For more information about Citizens & Northern Bank and Citizens & Northern Corporation, visit www.cnbankpa.com.

Safe Harbor Statement: Except for historical information contained herein, the matters discussed in this release are forward-looking statements. Forward-looking statements can be identified by the use of words such as "may," "should," "will," "could," "estimates," "predicts," "potential," "continue," "anticipates," "believes," "plans," "expects," "future," "intends" and similar expressions that are intended to identify forward-looking statements.  Investors are cautioned that all forward-looking statements involve risks and uncertainty, and are not guarantees of future performance.  Actual results may differ materially from those expressed in forward-looking statements. Factors that may affect future financial results include, without limitation, the following: changes in monetary and fiscal policies of the Federal Reserve Board and the U.S. Government, particularly related to changes in interest rates; changes in general economic conditions; the potential for adverse developments in the banking industry that could have a negative impact on customer confidence, sources of liquidity and capital funding, and regulatory

5


responses to such developments; C&N’s credit standards and its on-going credit assessment processes might not protect it from significant credit losses; legislative or regulatory changes; downturn in demand for loan, deposit and other financial services in C&N’s market area; increased competition from other banks and non-bank providers of financial services; technological changes and increased technology-related costs; information security breach or other technology difficulties or failures; changes in accounting principles, or the application of generally accepted accounting principles; fraud and cyber malfunction risks as usage of artificial intelligence continues to expand; the integration of Susquehanna’s business and operations with those of C&N may divert the attention of the management teams of C&N and Susquehanna and cause a loss in the momentum of their ongoing businesses or have unanticipated adverse results on C&N’s or Susquehanna existing businesses, may take longer than anticipated and may be more costly than anticipated; the anticipated cost savings, operational efficiencies and other synergies of the Susquehanna merger may take longer to be realized or may not be achieved in their entirety, and attrition in key client, partner and other relationships relating to the Susquehanna merger may be greater than expected; success of C&N in Susquehanna’s geographic market area will require C&N to attract and retain key personnel in the market and to differentiate C&N from its competitors in the market; and Risk Factors identified in C&N’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. Citizens & Northern disclaims any intention or obligation to publicly update or revise any forward-looking statements, whether as a result of events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

6


Supplemental, Unaudited Financial Information

TABLE 1 - CONDENSED, CONSOLIDATED EARNINGS INFORMATION

(Dollars In Thousands, Except Per Share Data)

(Unaudited)

  ​ ​ ​

  ​ ​ ​

  ​ ​ ​

  ​ ​ ​

  ​ ​ ​

  ​ ​ ​

 

1ST

1ST

 

QUARTER

QUARTER

 

2026

2025

$ Incr. (Decr.)

% Incr. (Decr.)

 

Interest and Dividend Income

$

40,588

$

31,709

$

8,879

 

28.00

%

Interest Expense

 

12,134

 

11,734

 

400

 

3.41

%

Net Interest Income

 

28,454

 

19,975

 

8,479

 

42.45

%

Provision for Credit Losses

 

13,602

 

236

 

13,366

 

5,663.56

%

Net Interest Income After Provision for Credit Losses

 

14,852

 

19,739

 

(4,887)

 

(24.76)

%

Noninterest Income

 

8,169

 

7,008

 

1,161

 

16.57

%

Net Realized Gains on Available-for-sale Debt Securities

 

26

 

0

 

26

 

N/M

Noninterest Expenses

 

22,712

 

19,043

 

3,669

 

19.27

%

Income Before Income Tax Provision

 

335

 

7,704

 

(7,369)

 

(95.65)

%

Income Tax Provision

 

62

 

1,411

 

(1,349)

 

(95.61)

%

Net Income

$

273

$

6,293

$

(6,020)

 

(95.66)

%

Net Income Attributable to Common Shares (1)

$

273

$

6,242

$

(5,969)

 

(95.63)

%

PER COMMON SHARE DATA:

 

  ​

 

  ​

 

  ​

 

  ​

Net Income - Basic and Diluted

$

0.02

$

0.41

$

(0.39)

 

(95.12)

%

Dividends Per Share

$

0.28

$

0.28

$

0.00

 

0.00

%

Number of Shares Used in Computation - Basic and Diluted

 

17,732,537

 

15,338,532

 

  ​

 

  ​

(1)Basic and diluted net income per common share are determined based on net income less earnings allocated to nonvested   restricted shares with nonforfeitable dividends.

N/M Not meaningful

7


TABLE 2 - CONDENSED, CONSOLIDATED BALANCE SHEET DATA

(Dollars In Thousands)

(Unaudited)

March 31, 

March 31, 

 

  ​ ​ ​

2026

  ​ ​ ​

2025

  ​ ​ ​

$ Incr. (Decr.)

  ​ ​ ​

% Incr. (Decr.)

 

ASSETS

Cash & Due from Banks

$

54,798

$

114,738

$

(59,940)

 

(52.24)

%

Available-for-sale Debt Securities

 

497,367

 

408,463

 

88,904

 

21.77

%

Loans, Net

 

2,351,018

 

1,878,260

 

472,758

 

25.17

%

Bank-Owned Life Insurance

61,609

51,671

9,938

19.23

%

Bank Premises and Equipment, Net

27,256

21,304

5,952

27.94

%

Intangible Assets

 

74,069

 

54,479

 

19,590

 

35.96

%

Other Assets

 

98,223

 

80,313

 

17,910

 

22.30

%

TOTAL ASSETS

$

3,164,340

$

2,609,228

$

555,112

 

21.27

%

LIABILITIES

 

  ​

 

  ​

 

  ​

 

  ​

Deposits

$

2,600,053

$

2,102,141

$

497,912

 

23.69

%

Borrowed Funds - Federal Home Loan Bank and Repurchase Agreements

 

153,079

 

154,994

 

(1,915)

 

(1.24)

%

Senior Notes, Net

14,988

14,917

71

 

0.48

%

Subordinated Debt, Net

 

24,979

 

24,860

 

119

 

0.48

%

Other Liabilities

 

35,677

 

30,485

 

5,192

 

17.03

%

TOTAL LIABILITIES

 

2,828,776

 

2,327,397

 

501,379

 

21.54

%

STOCKHOLDERS' EQUITY

 

  ​

 

  ​

 

  ​

 

  ​

Common Stockholders' Equity, Excluding Accumulated

 

  ​

 

  ​

 

  ​

 

  ​

Other Comprehensive Loss

 

360,326

 

314,521

 

45,805

 

14.56

%

Accumulated Other Comprehensive Loss:

 

 

 

  ​

 

  ​

Net Unrealized Losses on Available-for-sale Debt Securities

 

(25,096)

 

(33,050)

 

7,954

 

(24.07)

%

Defined Benefit Plans

 

334

 

360

 

(26)

 

(7.22)

%

TOTAL STOCKHOLDERS' EQUITY

 

335,564

 

281,831

 

53,733

 

19.07

%

TOTAL LIABILITIES & STOCKHOLDERS' EQUITY

$

3,164,340

$

2,609,228

$

555,112

 

21.27

%

8


TABLE 3 - CONDENSED, CONSOLIDATED FINANCIAL HIGHLIGHTS

(Dollars In Thousands, Except Per Share Data)

(Unaudited)

  ​ ​ ​

FOR THE

  ​ ​ ​

 

THREE MONTHS ENDED

%

 

March 31, 

INCREASE

 

  ​ ​ ​

2026

  ​ ​ ​

2025

  ​ ​ ​

(DECREASE)

 

EARNINGS PERFORMANCE- U.S. GENERALLY ACCEPTED ACCOUNTING PRINCIPLES ("GAAP")

 

  ​

 

  ​

 

  ​

Net Income

$

273

$

6,293

 

(95.66)

%

Return on Average Assets (Annualized)

 

0.03

%  

 

0.98

%  

(96.94)

%

Return on Average Equity (Annualized)

 

0.32

%  

 

9.05

%  

(96.46)

%

PRE-TAX, PRE-PROVISION NET REVENUE ("PPNR") - NON-GAAP (b)

PPNR

$

14,142

$

8,151

73.50

%

PPNR (Annualized) as a % of Average Assets

1.80

%  

1.27

%  

41.73

%

PPNR (Annualized) as a % of Average Equity

16.34

%  

11.72

%  

39.42

%

BALANCE SHEET HIGHLIGHTS

 

 

  ​

 

  ​

Total Assets

$

3,164,340

$

2,609,228

 

21.27

%

Available-for-Sale Debt Securities

 

497,367

 

408,463

 

21.77

%

Loans, Net

 

2,351,018

 

1,878,260

 

25.17

%

Allowance for Credit Losses:

 

Allowance for Credit Losses on Loans

33,832

20,172

 

67.72

%

Allowance for Credit Losses on Off-Balance Sheet Exposures

1,039

 

463

 

124.41

%

Deposits

 

2,600,053

 

2,102,141

 

23.69

%

OFF-BALANCE SHEET

 

 

 

  ​

Outstanding Balance of Mortgage Loans Sold with Servicing Retained

$

451,162

$

329,761

 

36.81

%

Trust Assets Under Management

 

1,473,084

 

1,336,737

 

10.20

%

9


TABLE 3 - CONDENSED, CONSOLIDATED FINANCIAL HIGHLIGHTS (Continued)

(Dollars In Thousands, Except Per Share Data)

(Unaudited)

AS OF OR FOR THE

 

THREE MONTHS ENDED

%

 

March 31, 

INCREASE

 

2026

2025

(DECREASE)

STOCKHOLDERS' VALUE (PER COMMON SHARE)

Net Income - Basic and Diluted

$

0.02

$

0.41

 

(95.12)

%

Dividends

$

0.28

$

0.28

 

0.00

%

Common Book Value

$

18.74

$

18.20

 

2.97

%

Tangible Common Book Value - NON-GAAP (c)

$

14.73

$

14.71

 

0.14

%

Market Value (Last Trade)

$

22.34

$

20.12

11.03

%

Market Value / Common Book Value

 

119.21

%  

 

110.55

%  

7.83

%

Market Value / Tangible Common Book Value - NON-GAAP (c)

 

151.66

%  

 

136.78

%  

10.88

%

Price Earnings Multiple

  ​ ​ ​

 

279.25

 

12.27

 

2,175.88

%

Dividend Yield (Annualized)

 

5.01

%  

 

5.57

%  

(10.05)

%

Common Shares Outstanding, End of Period

17,909,958

 

15,482,848

 

15.68

%

SAFETY AND SOUNDNESS

Tangible Common Equity / Tangible Assets (c)

 

8.53

%  

8.91

%  

(4.26)

%

Nonperforming Assets / Total Assets

 

1.33

%  

0.93

%  

43.01

%

Allowance for Credit Losses / Total Loans

 

1.42

%  

1.06

%  

33.96

%

Total Risk Based Capital Ratio (d)

 

14.11

%  

16.02

%  

(11.92)

%

Tier 1 Risk Based Capital Ratio (d)

 

11.84

%  

13.64

%  

(13.20)

%

Common Equity Tier 1 Risk Based Capital Ratio (d)

 

11.84

%  

13.64

%  

(13.20)

%

Leverage Ratio (d)

 

9.31

%  

10.17

%  

(8.46)

%

AVERAGE BALANCES

Average Assets

$

3,146,688

$

2,575,150

 

22.19

%

Average Equity

$

346,137

$

278,143

 

24.45

%

EFFICIENCY RATIO - NON-GAAP (e)

Net Interest Income on a Fully Taxable-Equivalent Basis (e)

$

28,685

$

20,186

 

42.10

%

Noninterest Income, Excluding Net Realized Gain on Available-for-sale Debt Securities

8,169

7,008

16.57

%

Total (1)

$

36,854

$

27,194

 

35.52

%

Noninterest Expense (2)

$

22,712

$

19,043

 

19.27

%

Efficiency Ratio = (2)/(1)

 

61.63

%  

 

70.03

%  

(11.99)

%

(a)The impact of the merger-related expense, net of tax has been added to the adjusted earnings and used in the calculation of the adjusted average return on assets, adjusted average return on equity and net income per basic and diluted share. Management believes disclosure of unaudited earnings results, adjusted to exclude the impact of the merger-related expense, net of tax, provides useful information for comparative purposes. This non-GAAP data should be considered in addition to results prepared in accordance with GAAP, and is not a substitute for, or superior to, GAAP results. A reconciliation of this non-GAAP measure to the comparable GAAP measure is provided below under the table “Adjusted Ratios for Merger-Related Expenses - NON- GAAP RECONCILIATION.”
(b)PPNR includes net interest income plus noninterest income minus total noninterest expense but excludes provision (credit) for credit losses, realized gains or losses on securities, the income tax provision and merger-related expenses and other nonrecurring items included in earnings. Management believes disclosure of PPNR provides useful information for evaluating C&N’s financial performance without the impact of realized gains or losses on securities or unusual items or events that may obscure trends in C&N’s underlying performance. This non-GAAP data should be considered in addition to results prepared in accordance with GAAP, and is not a substitute for, or superior to, GAAP results. A reconciliation of this non-GAAP measure to the comparable GAAP measure is provided below under the table “PPNR- NON- GAAP RECONCILIATION.”

10


(c)Tangible common book value per share, tangible common equity as a percentage of tangible assets and market value as a percentage of tangible common book value are non-GAAP ratios. Management believes this non-GAAP information is helpful in evaluating the strength of the C&N's capital and in providing an alternative, conservative valuation of C&N's net worth. The ratios shown above are based on the following calculations of tangible assets and tangible common equity:

March 31, 

2026

2025

Total Assets

  ​ ​ ​

$

3,164,340

  ​ ​ ​

$

2,609,228

Less: Intangible Asset, Goodwill

 

(63,311)

 

(52,505)

Less: Intangible Asset, Core Deposit Intangibles, net

(10,758)

(1,974)

Related Tax Effect on Core Deposit Intangibles, net

 

2,367

 

434

Tangible Assets (3)

$

3,092,638

$

2,555,183

Total Stockholders' Equity

$

335,564

$

281,831

Less: Goodwill

 

(63,311)

 

(52,505)

Less: Intangible Asset, Core Deposit Intangibles, net

(10,758)

(1,974)

Related Tax Effect on Core Deposit Intangibles, net

 

2,367

 

434

Tangible Common Equity (4)

$

263,862

$

227,786

Common Shares Outstanding, End of Period (5)

 

17,909,958

 

15,482,848

Tangible Common Book Value per Share = (3)/(5)

$

14.73

$

14.71

Tangible Common Equity (4) / Tangible Assets (3)

8.53

%

8.91

%

(d)Capital ratios for the most recent period are estimated.

(e)The efficiency ratio is a non-GAAP ratio that is calculated as shown above.  For purposes of calculating the efficiency ratio, net interest income on a fully taxable-equivalent basis includes amounts of interest income on tax-exempt securities and loans that have been increased to a fully taxable-equivalent basis, using C&N's marginal federal income tax rate of 21%. A reconciliation of net interest income under U.S. GAAP as compared to net interest income as adjusted to a fully taxable-equivalent basis is provided on page 20.

TABLE 4 - QUARTERLY CONDENSED, CONSOLIDATED

INCOME STATEMENT INFORMATION

(Dollars In Thousands, Except Per Share Data)

(Unaudited)

  ​ ​ ​

For the Three Months Ended:

March 31, 

December 31, 

  ​ ​ ​

September 30, 

  ​ ​ ​

June 30, 

  ​ ​ ​

March 31, 

2026

2025

2025

2025

2025

Interest and dividend income

$

40,588

$

41,404

$

33,650

$

32,454

$

31,709

Interest expense

 

12,134

 

12,931

 

11,387

 

11,312

 

11,734

Net interest income

 

28,454

 

28,473

 

22,263

 

21,142

 

19,975

Provision for credit losses

 

13,602

 

1,320

 

2,163

 

2,354

 

236

Net interest income after provision for credit losses

 

14,852

 

27,153

 

20,100

 

18,788

 

19,739

Noninterest income

 

8,169

 

8,360

 

7,304

 

8,142

 

7,008

Net realized gains on available-for-sale debt securities

 

26

 

38

 

0

 

0

 

0

Merger-related expenses

 

0

 

6,891

 

882

 

167

 

0

Other noninterest expenses

 

22,712

 

23,268

 

18,507

 

19,231

 

19,043

Income before income tax provision

 

335

 

5,392

 

8,015

 

7,532

 

7,704

Income tax provision

 

62

 

926

 

1,464

 

1,415

 

1,411

Net income

$

273

$

4,466

$

6,551

$

6,117

$

6,293

Net income attributable to common shares

$

273

$

4,437

$

6,498

$

6,068

$

6,242

Basic and diluted earnings per common share

$

0.02

$

0.25

$

0.42

$

0.40

$

0.41

11


TABLE 5 - QUARTERLY CONDENSED, CONSOLIDATED

BALANCE SHEET INFORMATION

(In Thousands) (Unaudited)

  ​ ​ ​

As of:

  ​ ​ ​

  ​ ​ ​

  ​ ​ ​

  ​ ​ ​

March 31,

  ​ ​ ​

December 31,

  ​ ​ ​

September 30,

  ​ ​ ​

June 30,

  ​ ​ ​

March 31,

2026

2025

2025

2025

2025

ASSETS

 

  ​

 

  ​

 

  ​

 

  ​

 

  ​

Cash & Due from Banks

$

54,798

$

46,056

$

123,090

$

99,619

$

114,738

Available-for-Sale Debt Securities

 

497,367

 

506,575

 

415,313

 

406,052

 

408,463

Loans, Net

 

2,351,018

 

2,323,317

 

1,921,633

 

1,897,559

 

1,878,260

Bank-Owned Life Insurance

61,609

61,094

52,614

52,138

51,671

Bank Premises and Equipment, Net

27,256

27,755

21,055

21,195

21,304

Intangible Assets

 

74,069

 

74,884

 

54,267

 

54,373

 

54,479

Other Assets

 

98,223

 

92,788

 

76,061

 

79,939

 

80,313

TOTAL ASSETS

$

3,164,340

$

3,132,469

$

2,664,033

$

2,610,875

$

2,609,228

LIABILITIES

 

  ​

 

  ​

 

  ​

 

  ​

 

  ​

Deposits (1)

$

2,600,053

$

2,564,716

$

2,165,735

$

2,109,776

$

2,102,141

Borrowed Funds - Federal Home Loan Bank and Repurchase Agreements

 

153,079

 

149,553

 

134,383

 

144,427

 

154,994

Senior Notes, Net

14,988

14,970

14,952

14,934

14,917

Subordinated Debt, Net

 

24,979

 

24,949

 

24,919

 

24,889

 

24,860

Other Liabilities

 

35,677

 

36,567

 

30,085

 

30,492

 

30,485

TOTAL LIABILITIES

 

2,828,776

 

2,790,755

 

2,370,074

 

2,324,518

 

2,327,397

STOCKHOLDERS' EQUITY

 

  ​

 

  ​

 

  ​

 

  ​

 

  ​

Common Stockholders' Equity, Excluding Accumulated Other Comprehensive Loss

 

360,326

 

364,509

 

319,985

 

317,031

 

314,521

Accumulated Other Comprehensive Loss:

 

 

 

 

 

Net Unrealized Losses on Available-for-sale Debt Securities

 

(25,096)

 

(23,154)

 

(26,352)

 

(31,017)

 

(33,050)

Defined Benefit Plans

 

334

 

359

 

326

 

343

 

360

TOTAL STOCKHOLDERS' EQUITY

 

335,564

 

341,714

 

293,959

 

286,357

 

281,831

TOTAL LIABILITIES & STOCKHOLDERS' EQUITY

$

3,164,340

$

3,132,469

$

2,664,033

$

2,610,875

$

2,609,228

(1) Brokered Deposits (Included in Total Deposits)

$

702

$

3,850

$

5,004

$

5,005

$

22,022

12


TABLE 6 - AVAILABLE-FOR-SALE DEBT SECURITIES

(In Thousands)

  ​ ​ ​

March 31, 2026

December 31, 2025

March 31, 2025

Amortized

Fair

Amortized

Fair

Amortized

Fair

  ​ ​ ​

Cost

  ​ ​ ​

Value

  ​ ​

Cost

  ​ ​ ​

Value

  ​ ​

Cost

  ​ ​ ​

Value

Obligations of the U.S. Treasury

$

8,042

$

7,456

$

8,047

$

7,482

$

8,062

$

7,284

Obligations of U.S. Government agencies

10,936

10,212

11,423

10,749

9,819

8,923

Bank holding company debt securities

37,631

35,745

36,103

34,076

28,959

25,944

Obligations of states and political subdivisions:

 

 

 

Tax-exempt

 

104,941

96,758

 

105,149

98,359

 

110,721

99,148

Taxable

 

50,239

43,955

 

50,306

44,152

 

51,075

43,587

Mortgage-backed securities issued or guaranteed by U.S. Government agencies or sponsored agencies:

 

 

 

Residential pass-through securities

 

148,471

142,864

 

148,865

143,921

 

105,642

97,477

Residential collateralized mortgage obligations

 

62,511

60,094

 

65,782

63,707

 

54,923

52,148

Commercial mortgage-backed securities

 

98,771

92,296

 

99,095

92,631

 

73,232

65,553

Private label commercial mortgage-backed securities

0

0

3,490

3,489

8,404

8,399

Asset-backed securities,

Collateralized loan obligations

8,000

7,987

8,000

8,009

0

0

Total Available-for-Sale Debt Securities

$

529,542

$

497,367

$

536,260

$

506,575

$

450,837

$

408,463

TABLE 7 - SUMMARY OF LOANS BY TYPE

(Excludes Loans Held for Sale)

(In Thousands)

  ​ ​ ​

March 31, 

  ​ ​ ​

December 31, 

  ​ ​ ​

March 31, 

2026

2025

2025

Commercial real estate - non-owner occupied:

 

  ​

 

  ​

 

  ​

Non-owner occupied

$

556,787

$

569,974

$

471,351

Multi-family (5 or more) residential

170,891

160,284

101,061

1-4 Family - commercial purpose

198,203

197,480

161,292

Total commercial real estate - non-owner occupied

925,881

927,738

733,704

Commercial real estate - owner occupied

326,210

311,792

260,248

All other commercial loans:

Commercial and industrial

127,100

128,679

96,233

Commercial lines of credit

148,118

139,727

128,290

Political subdivisions

103,097

96,349

94,046

Commercial construction and land

123,170

123,887

96,176

Other commercial loans

70,431

71,895

21,434

Total all other commercial loans

571,916

560,537

436,179

Residential mortgage loans:

1-4 Family - residential

411,451

411,827

378,841

1-4 Family residential construction

34,460

32,123

23,407

Total residential mortgage

445,911

443,950

402,248

Consumer loans:

Consumer lines of credit (including HELCs)

98,961

94,060

49,782

All other consumer

15,971

16,288

16,271

Total consumer

114,932

110,348

66,053

Total

2,384,850

2,354,365

1,898,432

Less: allowance for credit losses on loans

(33,832)

(31,048)

(20,172)

Loans, net

$

2,351,018

$

2,323,317

$

1,878,260

13


TABLE 8 - NON-OWNER OCCUPIED COMMERCIAL REAL ESTATE

(In Thousands)

Loan Type

March 31, 

% of Non-owner

% of

2026

Occupied CRE

Total Loans

Retail

$

116,507

20.9

%

4.9

%

Office

109,404

19.6

%

4.6

%

Industrial

98,985

17.8

%

4.2

%

Hotels

81,638

14.7

%

3.4

%

Mixed Use

57,897

10.4

%

2.4

%

Self Storage Facilities

55,083

9.9

%

2.3

%

Other

37,273

6.7

%

1.6

%

Total Non-owner Occupied CRE Loans

$

556,787

Total Gross Loans

$

2,384,850

TABLE 9- PAST DUE LOANS AND NONPERFORMING ASSETS

(Dollars In Thousands)

  ​ ​ ​

March 31, 2026

  ​ ​ ​

December 31, 2025

March 31, 

  ​ ​ ​

PCD Loans (1)

  ​ ​

Non PCD Loans

  ​

Total

PCD Loans (1)

  ​ ​

Non PCD Loans

  ​

Total

2025

Collateral dependent loans with a valuation allowance

  ​

$

4,970

  ​

$

632

  ​

$

5,602

  ​

$

5,138

  ​

$

263

  ​

$

5,401

$

945

Collateral dependent loans without a valuation allowance

7,518

27,712

35,230

5,553

21,474

27,027

29,854

Total collateral dependent loans

$

12,488

$

28,344

$

40,832

$

10,691

$

21,737

$

32,428

$

30,799

Total loans past due 30-89 days and still accruing

$

2,193

$

8,024

$

10,217

$

5,810

$

12,499

$

18,309

$

8,452

Nonperforming assets:

 

  ​

 

  ​

 

  ​

 

  ​

 

  ​

 

  ​

 

  ​

Total nonaccrual loans

$

8,566

$

33,297

$

41,863

$

6,762

$

26,074

$

32,836

$

24,106

Total loans past due 90 days or more and still accruing

 

0

 

69

 

69

 

0

 

88

 

88

 

24

Total nonperforming loans

 

8,566

 

33,366

 

41,932

 

6,762

 

26,162

 

32,924

 

24,130

Foreclosed assets held for sale (real estate)

 

0

 

181

 

181

 

0

 

189

 

189

 

199

Total nonperforming assets

$

8,566

$

33,547

$

42,113

$

6,762

$

26,351

$

33,113

$

24,329

Total nonperforming loans as a % of total loans

 

 

1.76

%  

 

 

1.40

%  

 

1.27

%  

Total nonperforming assets as a % of assets

 

 

1.33

%  

 

 

1.06

%

 

0.93

%

Allowance for credit losses as a % of total loans

 

 

1.42

%  

 

 

1.32

%

 

1.06

%

(1)Loans acquired in the Susquehanna merger with more than insignificant deterioration of credit quality since origination are accounted for as purchased with credit deterioration (“PCD”). Loans in nonaccrual status or risk rated special mention or substandard at October 1, 2025 are considered PCD Loans. The amortized cost basis of PCD loans totaled $22,266,000 at March 31, 2026.

TABLE 10- ANALYSIS OF THE ALLOWANCE FOR CREDIT LOSSES ON LOANS

(In Thousands)

  ​ ​ ​

3 Months

  ​ ​ ​

3 Months

  ​ ​ ​

3 Months

  ​ ​ ​

Year

 

Ended

Ended

Ended

Ended

 

March 31, 

December 31, 

March 31, 

December 31, 

 

2026

2025

2025

2025

 

Balance, beginning of period

$

31,048

$

23,474

$

20,035

$

20,035

Allowance recorded in business combination

0

7,074

0

7,074

Charge-offs

 

(10,833)

 

(905)

 

(117)

 

(1,726)

Recoveries

 

25

 

21

 

26

 

109

Net charge-offs

 

(10,808)

 

(884)

 

(91)

 

(1,617)

Provision for credit losses on loans

 

13,592

 

1,384

 

228

 

5,556

Balance, end of period

$

33,832

$

31,048

$

20,172

$

31,048

Net charge-offs as a % of average gross loans (annualized)

1.83

%

0.15

%

0.02

%

0.08

%

14


TABLE 11 - ANALYSIS OF THE PROVISION (CREDIT) FOR CREDIT LOSSES

(In Thousands)

3 Months

3 Months

3 Months

Ended

Ended

Ended

March 31, 

December 31, 

March 31, 

2026

2025

2025

Provision (credit) for credit losses:

Loans receivable

$

13,592

$

1,384

$

228

Off-balance sheet exposures

 

10

 

(64)

 

8

Total provision for credit losses

$

13,602

$

1,320

$

236

TABLE 12 - PPNR NON- GAAP RECONCILIATION

(In Thousands)

Three Months Ended

March 31, 

December 31, 

March 31, 

Adjusted Ratios for Merger-Related Expense:

2026

2025

2025

Net Income (GAAP)

$

273

$

4,466

$

6,293

Add: Provision for income taxes

62

926

1,411

Add: Provision for credit losses

13,602

1,320

236

Less: Realized gains on available-for-sale securities debt securities

(26)

(38)

0

Add: Merger-related expenses

0

6,891

0

Add: Professional fees expense - core system contract negotiation

0

647

0

Add: Adjustments to reflect net interest income on a fully taxable-equivalent basis

231

233

211

PPNR (non-GAAP)

$

14,142

$

14,445

$

8,151

TABLE 13 - ADJUSTED RATIOS FOR MERGER-RELATED EXPENSES - NON-GAAP RECONCILIATION

(In Thousands)

Three Months Ended

March 31, 

December 31, 

March 31, 

Calculation of Adjusted Net Income:

2026

2025

2025

Net Income (GAAP) (A)

$

273

$

4,466

$

6,293

Add: Merger-related expenses (B)

0

6,891

0

Less: Tax effect of merger-related expenses (C)

0

(1,391)

0

Adjusted Net Income (D=A+B-C) - Non-GAAP

$

273

$

9,966

$

6,293

Adjusted Net Income Attributable to Common Shares - Non-GAAP

$

273

$

9,886

$

6,242

Number of Shares Used in Computation-Basic and Diluted - Non-GAAP

17,732,537

17,665,099

15,338,532

Net Income-Basic and Diluted per Common Share - GAAP

$

0.02

$

0.25

$

0.41

Adjusted Net Income-Basic and Diluted Per Common Share - Non-GAAP

$

0.02

$

0.56

$

0.41

Adjusted Ratios for Merger-Related Expenses:

Average Assets (E)

3,146,688

3,175,780

2,575,150

Return on Average Assets (=A/E ) - GAAP(1)

0.03

%

0.56

%

0.98

%

Adjusted Return on Average Assets (=D/E) - Non-GAAP(1)

0.03

%

1.26

%

0.98

%

Average Equity (F)

346,137

341,300

278,143

Return on Average Equity (=A/F) - GAAP(1)

0.32

%

5.23

%

9.05

%

Adjusted Return on Average Equity (=D/F) -Non-GAAP(1)

0.32

%

11.68

%

9.05

%

(1)Annualized

15


TABLE 14 - ANALYSIS OF AVERAGE DAILY BALANCES AND RATES

(Dollars in Thousands)

  ​ ​ ​

3 Months

  ​ ​ ​

  ​ ​ ​

  ​ ​ ​

3 Months

  ​ ​ ​

  ​ ​ ​

3 Months

  ​ ​ ​

  ​ ​ ​

  ​ ​ ​

 

Ended

Rate of

Ended

Rate of

Ended

Rate of

 

3/31/2026

Return/

12/31/2025

Return/

3/31/2025

Return/

 

Average

Income/

Cost of

Average

Income/

Cost of

Average

Income/

Cost of

 

Balance

Expense

Funds %

Balance

Expense

Funds %

Balance

Expense

Funds %

EARNING ASSETS

 

  ​

 

 

  ​

 

  ​

 

 

  ​

 

  ​

 

 

 

  ​

Interest-bearing due from banks

$

25,516

$

218

3.46

%  

$

82,771

$

801

3.84

%  

$

67,896

$

721

 

4.31

%

Available-for-sale debt securities, at amortized cost:

 

 

 

 

 

 

 

Taxable

 

427,531

 

3,518

3.34

%  

 

424,835

 

3,399

3.17

%  

 

339,557

 

2,302

 

2.75

%

Tax-exempt (1)

 

104,712

 

647

2.51

%  

 

106,361

 

654

2.44

%  

 

111,143

 

648

 

2.36

%

Total available-for-sale debt securities

 

532,243

 

4,165

3.17

%  

 

531,196

 

4,053

3.03

%  

 

450,700

 

2,950

 

2.65

%

Loans receivable:

 

  ​

 

  ​

 

  ​

 

  ​

 

  ​

 

  ​

 

Taxable

 

2,271,112

 

35,641

6.36

%  

 

2,255,485

 

35,958

6.33

%  

 

1,809,045

 

27,503

6.17

%

Tax-exempt (2)

 

93,852

 

765

3.31

%  

 

90,019

 

787

3.47

%  

 

90,388

 

728

3.27

%

Total loans receivable

 

2,364,964

 

36,406

6.24

%  

 

2,345,504

 

36,745

6.22

%  

 

1,899,433

 

28,231

 

6.03

%

Other earning assets

 

2,893

 

30

4.21

%  

 

3,028

 

38

4.98

%  

 

1,777

 

18

 

4.11

%

Total Earning Assets

 

2,925,616

$

40,819

5.66

%  

 

2,962,499

$

41,637

5.58

%  

 

2,419,806

$

31,920

 

5.35

%

Cash

 

25,498

 

 

23,461

 

 

20,920

 

 

  ​

Unrealized loss on securities

 

(27,003)

 

(31,622)

 

(44,405)

 

  ​

Allowance for credit losses

 

(31,520)

 

(30,888)

 

(20,341)

 

  ​

Bank-owned life insurance

61,275

60,756

51,383

Bank premises and equipment

 

27,551

 

27,963

 

21,329

 

  ​

Intangible assets

 

74,530

 

75,534

 

54,530

 

  ​

Other assets

 

90,741

 

88,076

 

71,928

 

  ​

Total Assets

$

3,146,688

$

3,175,779

$

2,575,150

 

  ​

INTEREST-BEARING LIABILITIES

 

 

 

 

 

  ​

 

 

  ​

Interest-bearing deposits:

 

 

 

 

 

  ​

 

 

  ​

Interest checking

$

669,972

$

2,328

1.41

%  

$

687,936

$

2,664

1.54

%  

$

539,244

$

2,727

2.05

%

Money market

 

385,585

 

1,850

1.95

%  

 

409,970

 

2,205

2.13

%  

 

355,144

 

1,981

2.26

%

Savings

 

362,060

 

848

0.95

%  

 

374,431

 

1,039

1.10

%  

 

195,971

 

49

0.10

%

Time deposits

 

602,443

 

5,032

3.39

%  

 

616,988

 

5,235

3.37

%  

 

494,219

 

4,835

3.97

%

Total interest-bearing deposits

 

2,020,060

 

10,058

2.02

%  

 

2,089,325

 

11,143

2.12

%  

 

1,584,578

 

9,592

 

2.45

%

Borrowed funds:

 

 

 

 

 

  ​

 

 

Short-term

 

28,203

 

276

3.97

%  

 

2,438

 

6

0.98

%  

 

1,400

 

0

0.00

%

Long-term - FHLB advances

 

134,034

 

1,446

4.38

%  

 

126,069

 

1,428

4.49

%  

 

162,392

 

1,789

4.47

%

Senior notes, net

 

14,979

 

121

3.28

%  

 

14,962

 

121

3.21

%  

 

14,908

 

121

3.29

%

Subordinated debt, net

 

24,965

 

233

3.79

%  

 

24,935

 

233

3.71

%  

 

24,846

 

232

3.79

%

Total borrowed funds

 

202,181

 

2,076

4.16

%  

 

168,404

 

1,788

4.21

%  

 

203,546

 

2,142

 

4.27

%

Total Interest-bearing Liabilities

 

2,222,241

$

12,134

2.21

%  

 

2,257,729

$

12,931

2.27

%  

 

1,788,124

$

11,734

 

2.66

%

Demand deposits

 

540,165

 

539,557

 

476,604

 

  ​

Other liabilities

 

38,145

 

37,193

 

32,279

 

  ​

Total Liabilities

 

2,800,551

 

2,834,479

 

2,297,007

 

  ​

Stockholders' equity, excluding accumulated other comprehensive loss

 

366,848

 

365,646

 

312,427

 

  ​

Accumulated other comprehensive loss

 

(20,711)

 

(24,346)

 

(34,284)

 

  ​

Total Stockholders' Equity

 

346,137

 

341,300

 

278,143

 

  ​

Total Liabilities and Stockholders' Equity

$

3,146,688

$

3,175,779

$

2,575,150

 

  ​

Interest Rate Spread

 

3.45

%  

 

3.31

%  

 

2.69

%

Net Interest Income

$

28,685

$

28,706

$

20,186

Net Interest Income/Earning Assets (Net Interest Margin)

3.98

%  

3.84

%  

 

3.38

%

Total Deposits (Interest-bearing and Demand)

$

2,560,225

$

2,628,882

$

2,061,182

Brokered Deposits

$

2,247

$

21

3.79

%  

$

4,705

$

48

4.05

%  

$

26,580

$

312

 

4.76

%  

(1)Annualized rates of return on tax-exempt securities and loans are presented on a fully taxable-equivalent basis, using C&N’s marginal federal income tax rate of 21%. See Reconciliation.
(2)Nonaccrual loans have been included with loans for the purpose of analyzing net interest earnings.

(3)

Rates of return on earning assets and costs of funds have been presented on an annualized basis.

16


TABLE 15 - FULLY TAXABLE-EQUIVALENT NET INTEREST INCOME NON- GAAP RECONCILIATION

(In Thousands)

Three Months Ended

March 31, 

December 31, 

March 31, 

2026

  ​ ​ ​

2025

  ​ ​ ​

2025

Net Interest Income Under U.S. GAAP

$

28,454

$

28,473

$

19,975

Add: fully taxable-equivalent interest income adjustment from tax-exempt securities

85

82

75

Add: fully taxable-equivalent interest income adjustment from tax-exempt loans

146

151

136

Net Interest Income as adjusted to a fully taxable-equivalent basis

$

28,685

$

28,706

$

20,186

TABLE 16 - COMPARISON OF NONINTEREST INCOME

(In Thousands)

  ​ ​ ​

Three Months Ended

March 31, 

December 31, 

March 31, 

  ​ ​ ​

2026

2025

2025

Trust revenue

$

2,085

$

2,087

$

2,102

Brokerage and insurance revenue

 

588

 

771

 

498

Service charges on deposit accounts

 

1,650

 

1,643

 

1,440

Interchange revenue from debit card transactions

 

1,267

 

1,232

 

1,036

Net gains from sales of loans

 

370

 

558

 

205

Loan servicing fees, net

 

108

 

225

 

138

Increase in cash surrender value of life insurance

 

515

 

527

 

457

Other noninterest income

 

1,586

 

1,317

 

1,132

Total noninterest income, excluding realized gains on available-for-sale debt securities, net

8,169

8,360

7,008

Realized gains on available-for-sale debt securities, net

26

38

0

Total noninterest income

$

8,195

$

8,398

$

7,008

TABLE 17 - COMPARISON OF NONINTEREST EXPENSE

(In Thousands)

  ​ ​ ​

Three Months Ended

  ​ ​ ​

March 31, 

December 31, 

March 31, 

2026

2025

2025

Salaries and employee benefits

$

13,201

$

13,267

$

11,759

Net occupancy and equipment expense

 

1,891

 

1,662

 

1,459

Data processing and telecommunications expenses

 

2,449

 

2,751

 

2,071

Automated teller machine and interchange expense

 

583

 

544

 

387

Pennsylvania shares tax

 

585

 

469

 

496

Professional fees

 

639

 

1,291

 

517

Other noninterest expense

 

3,364

 

3,284

 

2,354

Total noninterest expense, excluding merger-related
expenses

 

22,712

 

23,268

 

19,043

Merger-related expenses

 

0

 

6,891

 

0

Total noninterest expense

$

22,712

$

30,159

$

19,043

17


TABLE 18 - LIQUIDITY INFORMATION

(In Thousands)

Available Credit Facilities

  ​ ​ ​

Outstanding

Available

Total Credit

March 31, 

Dec. 31,

March 31, 

March 31, 

Dec. 31,

March 31, 

March 31, 

Dec. 31,

March 31, 

2026

2025

2025

2026

2025

2025

2026

2025

2025

Federal Home Loan Bank of Pittsburgh

$

174,202

$

170,922

$

176,540

$

948,272

$

785,822

$

772,430

$

1,137,639

$

971,946

$

948,970

Federal Reserve Bank Discount Window

0

0

0

24,632

25,484

17,431

24,632

25,484

17,431

Other correspondent banks

0

0

0

75,000

75,000

75,000

75,000

75,000

75,000

Total credit facilities

$

174,202

$

170,922

$

176,540

$

1,047,904

$

886,306

$

864,861

$

1,237,271

$

1,072,430

$

1,041,401

Uninsured Deposits Information

March 31, 

December 31, 

March 31, 

2026

2025

2025

Total Deposits - C&N Bank

$

2,620,675

$

2,584,952

$

2,120,521

Estimated Total Uninsured Deposits

$

856,022

$

811,209

$

621,542

Portion of Uninsured Deposits that are

Collateralized

171,335

172,585

138,178

Uninsured and Uncollateralized Deposits

$

684,687

$

638,624

$

483,364

Uninsured and Uncollateralized Deposits as

a % of Total Deposits

26.1

%  

24.7

%  

22.8

%  

Available Funding from Credit Facilities

$

1,047,904

$

886,306

$

864,861

Fair Value of Available-for-sale Debt

Securities in Excess of Pledging Obligations

315,391

319,624

270,496

Highly Liquid Available Funding

$

1,363,295

$

1,205,930

$

1,135,357

Highly Liquid Available Funding as a % of

Uninsured Deposits

159.3

%  

148.7

%  

182.7

%  

Highly Liquid Available Funding as a % of

Uninsured and Uncollateralized Deposits

199.1

%  

188.8

%  

234.9

%  

18


FAQ

How did Citizens & Northern (CZNC) perform in Q1 2026?

Citizens & Northern reported weak Q1 2026 results, with net income of $273,000 versus $6.3 million a year earlier. Earnings per diluted share dropped to $0.02 from $0.41, mainly due to a significantly higher provision for credit losses.

Why did Citizens & Northern’s Q1 2026 earnings decline so sharply?

Earnings declined mainly because Citizens & Northern recorded a much larger $13.6 million provision for credit losses in Q1 2026, compared with $236,000 in Q1 2025. Management linked this primarily to a significant charge related to one of the bank’s largest loans.

How strong was Citizens & Northern’s core banking performance in Q1 2026?

Core performance was comparatively strong. Net interest income rose to $28.45 million, up 42% year over year, and pre-tax, pre-provision net revenue increased 73.5% to $14.14 million. Loans reached $2.35 billion and deposits $2.60 billion, both growing over 20%.

What happened to Citizens & Northern’s asset quality in Q1 2026?

Asset quality weakened. Nonperforming assets increased to 1.33% of total assets from 0.93% a year earlier, and nonperforming loans rose to 1.76% of total loans. The allowance for credit losses also climbed to 1.42% of total loans from 1.06%.

Did Citizens & Northern (CZNC) maintain its dividend in Q1 2026?

Yes. Citizens & Northern paid a quarterly dividend of $0.28 per common share in Q1 2026, unchanged from Q1 2025. This occurred despite the sharp decline in reported net income caused by the elevated provision for credit losses.

How did Citizens & Northern’s capital and book value metrics look in Q1 2026?

Total stockholders’ equity increased to $335.56 million from $281.83 million a year earlier. Common book value per share rose to $18.74, while tangible common book value per share was $14.73. The total risk-based capital ratio stood at 14.11%.

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