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Citizens & Northern (NASDAQ: CZNC) shifts commercial lending leadership

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

Rhea-AI Filing Summary

Citizens & Northern Corporation announced a planned leadership transition in its commercial lending business. On May 7, 2026, longtime executive Kelley Cwiklinski, Executive Vice President and Chief Lending Officer – Commercial of Citizens & Northern Bank, tendered her notice of retirement, effective at the close of business on July 10, 2026. She will continue to receive her pro rata base salary and benefits through that date.

The company’s May 11, 2026 press release notes that Cwiklinski’s decision follows a 41-year career in banking, including leading C&N’s commercial lending strategy and contributing to acquisitions such as Susquehanna Community Bank. As part of the planned transition, Gregory Adamson, currently Southeast Regional Commercial Lending Executive, will be promoted to Senior Vice President, Director of Commercial Lending and will assume the role upon Cwiklinski’s retirement. He brings over 27 years of commercial banking experience and will focus on continuing to grow C&N’s relationship-based commercial lending business.

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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.
Retirement effective date July 10, 2026 Effective close of business for Cwiklinski’s retirement
Banking career length 41 years Length of Kelley Cwiklinski’s career highlighted in release
Adamson experience Over 27 years Greg Adamson’s commercial banking experience
Full-service offices 35 offices C&N branch footprint across PA and NY
Covenant Bank merger join date July 1, 2020 Date Cwiklinski and Adamson joined C&N via merger
Executive Vice President financial
"Ms. Kelley Cwiklinski, Executive Vice President and Chief Lending Officer – Commercial"
An executive vice president is a high-ranking leader within a company who oversees major parts of its operations or strategies. Think of them as senior managers responsible for important areas, similar to a vice principal in a school hierarchy. Their role matters to investors because they help guide the company's success and decision-making at the top level.
Chief Commercial Lending Officer financial
"promoted to Executive Vice President and Chief Commercial Lending Officer in February 2023"
Senior Vice President, Director of Commercial Lending financial
"Gregory Adamson will be promoted to Senior Vice President, Director of Commercial Lending"
loan production office financial
"C&N also operates a loan production office in Elmira, NY"
A loan production office is a bank or finance company location set up primarily to find, meet with, and originate loans, but it typically does not handle full retail services like deposits or cash transactions. For investors, an LPO is a way for a lender to grow loan volume and reach new customers with lower overhead, which can boost revenue but also concentrates credit risk in specific markets—like opening a pop-up shop that only sells one product.
Nasdaq Capital Market financial
"The Company’s stock is listed on NASDAQ Capital Market Securities under the symbol CZNC"
The Nasdaq Capital Market is a platform where smaller, emerging companies can list their shares for trading by investors. It provides these companies with access to funding and visibility, helping them grow, much like a local marketplace where new vendors can introduce their products to potential customers. For investors, it offers opportunities to discover early-stage companies with growth potential.
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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

May 7, 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 5.02  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 7, 2026, Ms. Kelley Cwiklinski, Executive Vice President and Chief Lending Officer – Commercial of Citizens & Northern Bank, a wholly owned subsidiary of Citizens & Northern Corporation (the “Corporation”), tendered her notice of retirement to be effective at the close of business on July 10, 2026. Ms. Cwiklinski will continue to receive her pro rata base salary and benefits through July 10, 2026.

Item 8.01   Other Events.

On May 11, 2026, the Corporation issued a press release announcing that Kelley Cwiklinski, Executive Vice President and Chief Lending Officer – Commercial of Citizens & Northern Bank, is retiring, effective at the close of business on July 10, 2026, and that Gregory Adamson will be promoted to Senior Vice President, Director of Commercial Lending. A copy of the press release announcing Ms. Cwiklinski’s retirement announcement and Mr. Adamson’s promotion is attached hereto as Exhibit 99 and incorporated by reference herein.

Inan

Item 9.01

Financial Statements and Exhibits.

(d)Exhibits

Exhibit No.

Description

99

Press Release dated May 11, 2026.

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: May 11, 2026

By:

/s/ Mark A. Hughes

Mark A. Hughes

Treasurer and Chief Financial Officer

3

Exhibit 99

Graphic

 

 

Contact:  Charity Frantz

May 11, 2026

 

570-724-0225

 

 

charityf@cnbankpa.com

C&N Announces Retirement of Kelley A. Cwiklinski

and Promotion of Greg Adamson

Graphic Graphic

Wellsboro, PA — After more than four decades of dedicated service, C&N announces the retirement of Kelley A. Cwiklinski, Chief Commercial Lending Officer, whose 41-year career has made a lasting impact on the company, its customers, and the communities it serves. Her retirement will be effective as of close-of-business on Friday, July 10, 2026.

Cwiklinski joined C&N on July 1, 2020, through the Covenant Bank merger as Senior Vice President, Director of Commercial Lending and was promoted to Executive Vice President and Chief Commercial Lending Officer in February 2023. As a member of the Executive Leadership Team, she has led our commercial lending strategy, including business planning, budgeting, growth initiatives and the most recent acquisition of Susquehanna Community Bank, while championing a relationship-focused approach that has strengthened portfolio growth and retention.

Throughout her tenure, Kelley has built strong, lasting relationships with small family businesses and growing regional companies, providing her expertise and guidance

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through both opportunities and challenges. She has played a key role in developing C&N’s lending team by mentoring colleagues and helping to shape the next generation of leaders.

Cwiklinski has held numerous senior and executive leadership roles including EVP & Chief Lending Officer and SVP & Regional Executive for Business Banking, as well as playing an integral role in the successful merger of Covenant Bank to C&N. She served on the Board of the PA Bankers Public Affairs Committee (PaBPAC), the PA Bankers Government Relations Policy Committee, the Bucks County Historical Society’s Board of Trustees, along with involvement in several other boards and associations, and mentoring Big Brothers Big Sisters of Bucks County.

“It has truly been an honor to serve this community and to be part of C&N for the past six years,” said Kelley Cwiklinski. “This team and the relationships I have built here mean everything to me, and I am proud of what we have accomplished together. I look forward to staying involved during this transition and cheering on the team in the years ahead.”

While stepping away from her day-to-day responsibilities, she will remain connected to C&N in an advisory capacity, supporting the transition and continuing to share her experience and insight.

As part of this planned transition, Gregory Adamson, currently C&N’s Southeast Regional Commercial Lending Executive, will assume the role of Senior Vice President, Director of Commercial Lending. In this role, Greg will continue to expand C&N’s commercial lending division through building strong relationships. Since joining C&N through the Covenant Bank merger, Greg has demonstrated strong leadership, deep market expertise, and a commitment to disciplined, relationship-based banking. Adamson will assume his new role immediately upon the retirement of Cwiklinski.

Adamson has over 27 years of experience in commercial banking and has served in various roles, including Commercial Lending Team Leader and Senior Vice President of Commercial Lending. He currently serves on the Board of the PA Bankers Public Affairs Committee (PaBPAC) and the Bucks County Industrial Development Authority Loan Review Committee.  

Greg works out of C&N’s Regional Executive office in Doylestown located at 182 Main Street and can be reached by phone at 267.327.4909 or email at GregoryA@cnbankpa.com.

“We are deeply grateful for Kelley’s leadership and service to C&N and are confident she will lead a smooth transition over the coming months,” added C&N President & CEO Brad Scovill. “We wish her all the best as she moves into retirement and congratulate Greg as he takes on a broader leadership role with C&N.”

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About C&N: C&N is an independent community bank providing complete banking, financial, investment and insurance services through 35 full-service offices located throughout Bradford, Bucks, Cameron, Chester, Lancaster, Lycoming, Northumberland, Potter, Snyder, Sullivan, Tioga, Union and York, counties in Pennsylvania and Steuben County in NY. C&N also operates a loan production office in Elmira, NY, which offers commercial, residential and consumer lending services. C&N can be found online at cnbankpa.com. The Company’s stock is listed on NASDAQ Capital Market Securities under the symbol CZNC.

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FAQ

What leadership change did Citizens & Northern (CZNC) announce in this 8-K?

Citizens & Northern announced the planned retirement of Kelley Cwiklinski, Executive Vice President and Chief Lending Officer – Commercial, effective July 10, 2026, and the promotion of Gregory Adamson to Senior Vice President, Director of Commercial Lending to succeed her in overseeing commercial lending.

When is Kelley Cwiklinski retiring from Citizens & Northern (CZNC)?

Kelley Cwiklinski’s retirement will be effective at the close of business on July 10, 2026. She will continue receiving her pro rata base salary and benefits through that date and will remain involved in an advisory capacity to support a smooth leadership transition.

Who will replace Kelley Cwiklinski in commercial lending at Citizens & Northern (CZNC)?

Gregory Adamson will become Senior Vice President, Director of Commercial Lending immediately upon Cwiklinski’s retirement. He currently serves as Southeast Regional Commercial Lending Executive and has over 27 years of commercial banking experience, focusing on disciplined, relationship-based lending across C&N’s markets.

How long has Kelley Cwiklinski been associated with Citizens & Northern (CZNC)?

Kelley Cwiklinski joined Citizens & Northern on July 1, 2020, through the Covenant Bank merger and has a 41-year banking career overall. She advanced to Executive Vice President and Chief Commercial Lending Officer in February 2023, leading commercial lending strategy and mentoring future leaders.

What experience does Gregory Adamson bring to his new role at Citizens & Northern (CZNC)?

Gregory Adamson brings over 27 years of commercial banking experience, including roles as Commercial Lending Team Leader and Senior Vice President of Commercial Lending. He has led C&N’s Southeast regional commercial efforts and serves on Pennsylvania banking and development committees, emphasizing relationship-focused lending.

How extensive is Citizens & Northern’s (CZNC) footprint mentioned in the announcement?

Citizens & Northern operates 35 full-service offices across multiple Pennsylvania counties and Steuben County, New York, plus a loan production office in Elmira, New York. The network supports commercial, residential, and consumer lending, as well as broader banking, investment and insurance services.

Filing Exhibits & Attachments

4 documents