Citizens & Northern (CZNC) completes Susquehanna merger and bank combination

Rhea-AI Filing Summary

Citizens & Northern Corporation completed its previously announced stock-for-stock merger with Susquehanna Community Financial, Inc. on October 1, 2025. Each share of Susquehanna common stock was converted into the right to receive 0.80 shares of C&N common stock, for total merger consideration of approximately 2,273,000 C&N shares.

Immediately after the holding company merger, Susquehanna Community Bank merged into Citizens & Northern Bank, which remains the surviving bank. As part of the merger terms, Christian C. Trate joined the C&N and C&N Bank boards as a Class II director and was appointed to the Governance and Nominating Committee and the Wealth Committee. C&N plans to file required financial statements and pro forma financial information for the acquired business in a later amendment.

Insights

Banking M&A analyst

C&N closes all-stock acquisition of Susquehanna, expanding its franchise.

Citizens & Northern Corporation has closed its merger with Susquehanna Community Financial, paying stock consideration at a fixed 0.80-for-1 exchange ratio, or about 2,273,000 C&N common shares. The structure keeps cash outflows low while issuing new equity to Susquehanna shareholders.

Immediately following the parent merger, Susquehanna Community Bank combined with Citizens & Northern Bank, simplifying the organization into a single surviving bank. The filing notes that full historical financial statements of the acquired business and pro forma combined financial information will be provided in an amendment, which will clarify scale and post-merger metrics.

The addition of Christian C. Trate to the C&N and bank boards, including roles on the Governance and Nominating Committee and the Wealth Committee, reflects agreed governance changes from the merger. Subsequent amended filings with the required financial and pro forma data will provide further detail on the transaction’s quantitative impact.

8-K Event Classification

4 items: 2.01, 5.02, 8.01, 9.01

4 items

Item 2.01 Completion of Acquisition or Disposition of Assets Financial

The company completed a significant acquisition or sale of business assets.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

0000810958false00008109582025-10-012025-10-01

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

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October 1, 2025

Date of Report (Date of earliest event reported)

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Citizens & Northern Corporation

(Exact name of registrant as specified in its charter)

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Pennsylvania		0-16084		23-2451943
(State or other jurisdiction	​	(Commission	​	(IRS Employer
of incorporation)	​	File Number)	​	Ident. No.)
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90-92 Main Street, Wellsboro, Pennsylvania	​	​	​	16901
(Address of principal executive offices)	​	​	​	(Zip Code)

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(570) 724-3411

Registrant’s telephone number, including area code

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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:

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☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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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

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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).

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Emerging growth company ☐

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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. ☐

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Item 2.01 Completion of Acquisition or Disposition of Assets.

On October 1, 2025, Citizens & Northern Corporation, a Pennsylvania corporation (“C&N”), completed its previously announced merger with Susquehanna Community Financial, Inc., a Pennsylvania corporation (“Susquehanna”), pursuant to the Agreement and Plan of Merger dated April 23, 2025 between C&N and Susquehanna (the “Merger Agreement”).

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In accordance with the terms of the Merger Agreement, effective as of October 1, 2025, Susquehanna merged with and into C&N (the “Merger”), with C&N as the surviving corporation in the Merger and (b) immediately following the completion of the Merger, Susquehanna Community Bank, the wholly owned subsidiary of Susquehanna, merged with and into Citizens & Northern Bank (“C&N Bank”), the wholly-owned subsidiary of C&N, with C&N Bank surviving (the “Bank Merger”).

Pursuant to the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each share of common stock, par value $1.00 per share, of Susquehanna (“Susquehanna Common Stock”) issued and outstanding immediately prior to the Effective Time, other than certain shares held by C&N and Susquehanna, was converted into the right to receive 0.80 shares (the “Exchange Ratio”) of common stock, par value $1.00 per share, of C&N (“C&N Common Stock” and such shares, the “Merger Consideration”).

The total aggregate consideration payable in the Merger was approximately 2,273,000 shares of C&N Common Stock.

The foregoing description of the Merger and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which was attached as Exhibit 2.1 to C&N’s Current Report on Form 8-K filed on April 23, 2025 and is incorporated into this Item 2.01 by reference.

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensation Arrangements of Certain Officers.

As contemplated by the terms of the Merger Agreement, the Board of Directors (the “C&N Board”) of C&N, effective October 1 2025, appointed Christian C. Trate to Class II of the C&N and C&N Bank Board for a term to expire at the next annual meeting of shareholders of C&N, and is to be nominated as a Class II director at the 2026 annual meeting of C&N shareholders. Additionally, effective October 1, 2025, Mr. Trate was appointed to the Governance and Nominating Committee of the C&N Board and the Wealth Committee of the C&N Bank Board.

In connection with his appointments as director, Mr. Trate will be entitled to the compensation paid to non-employee directors. A description of such compensation can be found under the heading “Director Compensation” in the Proxy Statement filed by C&N on Schedule 14A with the Securities and Exchange Commission on March 14, 2025, and additional information regarding Mr. Trate can be found under the heading “Information about Susquehanna Designees to C&N Board of Directors” in the Proxy Statement/Prospectus filed by C&N pursuant to SEC Rule 424(b)(4) with the Securities and Exchange Commission on July 22, 2025.

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Item 8.01 Other Events.

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On October 1, 2025, C&N issued a press release announcing the completion of the Merger and the Bank Merger, a copy of which is filed as Exhibit 99.1 and incorporated herein by reference.

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Inan

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Item 9.01 Financial Statements and Exhibits.

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(a)    Financial statements of businesses acquired.

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The financial statements required by this item will be filed by amendment to this Current Report on Form 8-K as soon as practicable, but no later than 71 calendar days after the date this Current Report on Form 8-K is required to be filed.

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(b)    Pro forma financial information.

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The pro forma financial information required by this item will be filed by amendment to this Current Report on Form 8-K as soon as practicable, but no later than 71 calendar days after the date this Current Report on Form 8-K is required to be filed.

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(d)Exhibits

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Exhibit No.	Description
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2.1	Agreement and Plan of Merger dated April 23, 2025 between Susquehanna Community Financial, Inc. and Citizens & Northern Corporation (incorporated by reference to Exhibit 2.1 to Citizens & Northern Corporation’s Form 8-K filed with the SEC on April 23 ,2025).
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99.1	Press Release, dated October 1, 2025, of Citizens & Northern Corporation. ​
104	Cover Page Interactive Data File (embedded in the cover page formatted in Inline XBRL)
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SIGNATURES

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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.

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	CITIZENS & NORTHERN CORPORATION
Date: October 1, 2025	By:	/s/ Mark A. Hughes
​	​	Mark A. Hughes Treasurer and Chief Financial Officer

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FAQ

What merger did Citizens & Northern Corporation (CZNC) complete on October 1, 2025?

Citizens & Northern Corporation completed its previously announced merger with Susquehanna Community Financial, Inc. on October 1, 2025. Susquehanna merged into C&N, and Susquehanna Community Bank subsequently merged into Citizens & Northern Bank, leaving C&N and its bank subsidiary as the surviving entities.

What was the share exchange ratio in the CZNC–Susquehanna merger?

Each share of Susquehanna common stock was converted into the right to receive 0.80 shares of Citizens & Northern common stock. This fixed exchange ratio determined how many C&N shares Susquehanna shareholders received at closing in place of their previous Susquehanna holdings.

How many Citizens & Northern (CZNC) shares were issued as merger consideration?

The total aggregate consideration payable in the merger was approximately 2,273,000 shares of Citizens & Northern common stock. This represents the stock issued to former Susquehanna shareholders based on the 0.80-for-1 exchange ratio applied to Susquehanna’s outstanding common shares.

What happened to Susquehanna Community Bank in the CZNC transaction?

Immediately following the holding company merger, Susquehanna Community Bank, Susquehanna’s wholly owned subsidiary, merged into Citizens & Northern Bank. Citizens & Northern Bank, the wholly owned subsidiary of C&N, remained as the surviving bank after this follow-on bank-level merger.

Who joined the Citizens & Northern (CZNC) board after the Susquehanna merger?

Effective October 1, 2025, Christian C. Trate was appointed to Class II of the Citizens & Northern and Citizens & Northern Bank boards. He will serve until the next annual meeting and is expected to be nominated as a Class II director at the 2026 shareholder meeting.

Which board committees will Christian C. Trate serve on at Citizens & Northern?

Christian C. Trate was appointed to the Governance and Nominating Committee of the Citizens & Northern board and to the Wealth Committee of the Citizens & Northern Bank board. These roles align with governance and wealth-management oversight responsibilities following the merger.

Will Citizens & Northern (CZNC) provide pro forma financials for the Susquehanna merger?

Citizens & Northern plans to file required financial statements of the acquired Susquehanna business and related pro forma financial information in an amendment. This amendment is expected within 71 calendar days of the date the current report is required to be filed.