0000810958false00008109582025-09-222025-09-22
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
September 22, 2025
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 8.01 Other Events
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.
Item 9.01 Financial Statements and Exhibits
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d)Exhibits
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) |
| |
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: September 22, 2025 | By: | /s/ Mark A. Hughes |
| | Mark A. Hughes Treasurer and Chief Financial Officer |
