Citizens & Northern updates board meeting rules

Citizens & Northern Corp amended its By-laws to allow Board meetings to occur monthly or less frequently as determined by the Board.

Rhea-AI Filing Summary

CITIZENS & NORTHERN CORP (CZNC) reported a change to its corporate governance practices through an amendment to its By-laws. On September 18, 2026, the Board of Directors approved and adopted a revision to Section 2.3 governing regular Board meetings.

The new language states that regular meetings of the Board shall be held each month, or less frequently as the Board shall determine, at the corporation’s Wellsboro, Pennsylvania office or another location designated by the Board. The amended By-laws, effective immediately, are included as Exhibit 3.2 and incorporated by reference.

8-K Event Classification

2 items: 5.03, 9.01

2 items

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

By-laws amended through: September 18, 2026 Principal office location: Wellsboro, Pennsylvania Trading venue: Nasdaq Capital Market

3 metrics

By-laws amended through September 18, 2026 Date through which the By-laws are stated to be amended in Exhibit 3.2

Principal office location Wellsboro, Pennsylvania Location specified for regular Board meetings in the revised Section 2.3

Trading venue Nasdaq Capital Market Listing venue for CZNC common stock

Key Terms

By-laws, Articles of Incorporation, Nasdaq Capital Market, Inline XBRL

4 terms

By-laws regulatory

"the Board of Directors on September 18, 2026, approved and adopted an amendment to the amended By-laws"

By-laws are the internal rules a corporation uses to run itself—how directors are chosen, how meetings are run, what officers do, and how voting and record-keeping work. For investors, by-laws matter because they shape who controls decisions, how easily management can be changed, and what rights shareholders have; think of them as the company’s operating manual that can influence governance, risk and the value of your stake.

Articles of Incorporation regulatory

"Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year."

A formal legal document filed with a government authority that creates a corporation and sets its basic rules — for example the company name, business purpose, how many ownership shares can exist, and who can receive legal notices. It matters to investors because it defines ownership structure, voting rights, and limits on liability, shaping who controls the company and how future shares or dividends can affect an investor’s stake; think of it as the company’s birth certificate and rulebook.

Nasdaq Capital Market market

"Common Stock, par value $1.00 per share | | CZNC | | Nasdaq Capital Market"

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.

Inline XBRL technical

"Cover Page Interactive Data File (embedded in the cover page formatted in Inline XBRL)"

Inline XBRL is a file format for financial filings that embeds machine-readable data tags directly inside the human-readable report, so the same document can be read by people and parsed by software. For investors it makes extracting, comparing and verifying financial numbers faster and more reliable—like a grocery list where each item also has a barcode—reducing manual errors and speeding up analysis.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What governance change did CZNC announce on September 18, 2026?

CZNC’s Board approved an amendment to its By-laws on September 18, 2026, revising Section 2.3 so regular Board meetings are held monthly or less frequently as the Board determines, at the Wellsboro office or another Board-designated location.

How did CZNC change the frequency of Board meetings?

The amended By-laws state that regular meetings of the Board shall be held each month, or less frequently as the Board shall determine, giving the Board flexibility to set its own regular meeting schedule.

Where will Citizens & Northern Corp Board meetings be held under the new By-laws?

Regular Board meetings will be held at CZNC’s office in Wellsboro, Pennsylvania, or at such other location as the Board shall direct, as specified in the revised Section 2.3 of the By-laws.

When did the amended CZNC By-laws become effective?

The amendment to CZNC’s By-laws became effective immediately upon the Board’s approval on September 18, 2026, as stated in the disclosure about the change to Section 2.3.

What exhibit contains the updated By-laws of CZNC?

The full text of the current By-laws of Citizens & Northern Corporation, as amended through September 18, 2026, is filed as Exhibit 3.2 and is incorporated by reference.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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0000810958false--12-3100008109582026-09-182026-09-18

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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 18, 2026

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 5.03  Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

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As part of its ongoing corporate governance review, the Board of Directors on September 18, 2026, approved and adopted an amendment to the amended By-laws of the Corporation to provide additional flexibility regarding the frequency of regular meetings of the Board.  The amendment, which is effective immediately, added language to Section 2.3 to the By-laws, which reads in its entirety as follows:

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2.3. Regular Meetings

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Regular meetings of the Board shall be held each month, or less frequently as the Board shall determine, at the Corporation's office located in Wellsboro, Pennsylvania, or at such other location as the Board shall direct, on such day and at such hour as the Board shall from time to time designate.

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The full text of the current By-laws, as amended, is attached hereto as Exhibit 3.2 to this Current Report on Form 8-K and is incorporated herein by reference.

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Inan

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Item 9.01 Financial Statements and Exhibits.

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(d)Exhibits

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Exhibit No.	Description
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3.2	By-laws of Citizens & Northern Corporation, as amended through September 18, 2026. ​
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, 2026	By:	/s/ Mark A. Hughes
​	​	Mark A. Hughes Treasurer and Chief Financial Officer

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Filing Exhibits & Attachments

4 documents

Other Documents

• EX-3.2 EX-3.2 58.3 KB
• EX-101 EX-101.SCH 2.6 KB
• EX-101 EX-101.LAB 15.5 KB
• EX-101 EX-101.PRE 9.9 KB