Citizens & Northern (CZNC) secures approvals for Susquehanna merger closing

Rhea-AI Filing Summary

Citizens & Northern Corporation reported that it has received all required regulatory approvals or waivers and shareholder approval to complete its previously announced merger with Susquehanna Community Financial, Inc. The merger, in which Susquehanna will merge with and into Citizens & Northern, is expected to close on October 1, 2025, subject to customary closing conditions. The companies issued a joint press release about the approvals and Susquehanna shareholder vote, which is filed as an exhibit to this report.

Insights

Bank M&A and regulatory analyst

CZNC clears key approvals for its planned Susquehanna merger.

Citizens & Northern Corporation disclosed that it has obtained all required regulatory approvals or waivers and shareholder approval to complete the previously announced merger of Susquehanna Community Financial, Inc. into the company. This moves the transaction from a conditional stage to being primarily dependent on customary closing conditions.

The filing states that the merger is expected to close on October 1, 2025, indicating a near-term combination of the two institutions if closing conditions are met. Regulatory sign-off is often a key uncertainty in bank mergers, so clearing this hurdle reduces execution risk around the deal itself as described.

A joint press release dated September 22, 2025 is referenced as providing additional detail on the approvals and the Susquehanna shareholder vote. Future company filings after the anticipated closing date may outline how the combined organization’s financials and operations are affected by the merger.

8-K Event Classification

2 items: 8.01, 9.01

2 items

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 →

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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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September 22, 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 8.01   Other Events

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On September 22, 2025, Citizens & Northern Corporation (“C&N") announced its receipt of all required regulatory approvals or waivers and shareholder approval necessary to complete the previously announced merger of Susquehanna Community Financial, Inc., a Pennsylvania corporation (“Susquehanna”) with and into C&N. The merger is expected to close on October 1, 2025, pending satisfaction of customary closing conditions. A copy of the joint press release announcing the receipt of the regulatory approvals and Susquehanna shareholders’ approval is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

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Item 9.01   Financial Statements and Exhibits

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(a)    Not applicable.

(b)    Not applicable.

(c)    Not applicable.

(d)Exhibits

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Exhibit No.	Description
99.1	Press Release issued by Citizens & Northern Corporation and Susquehanna Community Financial, Inc. dated September 22, 2025. ​
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: September 22, 2025	By:	/s/ Mark A. Hughes
​	​	Mark A. Hughes Treasurer and Chief Financial Officer

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FAQ

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

Citizens & Northern Corporation announced that it has received all required regulatory approvals or waivers and shareholder approval needed to complete the previously announced merger of Susquehanna Community Financial, Inc. with and into Citizens & Northern, with closing expected on October 1, 2025 subject to customary conditions.

What is the relationship between Citizens & Northern Corporation (CZNC) and Susquehanna Community Financial, Inc. in this filing?

The filing states that Susquehanna Community Financial, Inc. will merge with and into Citizens & Northern Corporation, meaning Susquehanna will be combined into Citizens & Northern as part of a previously announced merger transaction.

When is the Citizens & Northern (CZNC) and Susquehanna merger expected to close?

The merger of Susquehanna Community Financial, Inc. with and into Citizens & Northern Corporation is expected to close on October 1, 2025, pending satisfaction of customary closing conditions.

What approvals for the CZNC–Susquehanna merger have been obtained?

Citizens & Northern Corporation reports that it has received all required regulatory approvals or waivers and the necessary shareholder approval to complete the merger with Susquehanna Community Financial, Inc.

Where can investors find more detail about the CZNC merger approvals?

More detail is available in the joint press release issued by Citizens & Northern Corporation and Susquehanna Community Financial, Inc. dated September 22, 2025, which is filed as Exhibit 99.1 to this report.

Does this 8-K from Citizens & Northern (CZNC) include financial statements?

No. The filing specifies under Item 9.01 that financial statements under sections (a), (b), and (c) are not applicable and instead lists exhibits, including the joint press release and the cover page interactive data file.