Director Susan Hartley retires from Citizens & Northern (NASDAQ: CZNC) board

Rhea-AI Filing Summary

Citizens & Northern Corporation reported that director Susan E. Hartley has retired from the boards of both the Corporation and its wholly owned banking subsidiary, Citizens & Northern Bank. The Board was advised of her intent to retire on September 8, 2025, and her retirement became effective the same day.

The company states that Hartley is retiring to focus on health matters. No other management or board changes, financial results, or strategic actions are described in this report.

8-K Event Classification

2 items: 5.02, 9.01

2 items

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 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 →

0000810958false00008109582025-09-082025-09-08

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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 8, 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 of incorporation)		(Commission File Number)		(IRS Employer 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.)

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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:

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

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On September 8, 2025, Susan E. Hartley, a director of Citizens & Northern Corporation (the "Corporation") and its wholly-owned banking subsidiary, Citizens & Northern Bank (the "Bank"), advised the Board of Directors of her intent to retire as a director of the Corporation and the Bank, effective September 8, 2025, to focus on health matters.

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Item 9.01   Financial Statements and Exhibits.

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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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6
	CITIZENS & NORTHERN CORPORATION
Dated: September 10, 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) disclose in this 8-K filing?

The company disclosed that director Susan E. Hartley has retired from the boards of Citizens & Northern Corporation and Citizens & Northern Bank, effective September 8, 2025.

Who is the director retiring from Citizens & Northern Corporation (CZNC)?

Susan E. Hartley, a director of both Citizens & Northern Corporation and its banking subsidiary Citizens & Northern Bank, has retired from the boards.

When is Susan E. Hartley’s retirement from CZNC’s board effective?

Her retirement from the boards of Citizens & Northern Corporation and Citizens & Northern Bank is effective September 8, 2025.

Why is the Citizens & Northern (CZNC) director retiring?

The filing states that Susan E. Hartley is retiring from the boards to focus on health matters.

Does the Citizens & Northern (CZNC) 8-K include financial results or earnings data?

No. This report focuses on the retirement of a director and does not include financial results, earnings data, or major transactions.

Which Citizens & Northern Bank officer signed the 8-K report?

The report was signed on behalf of Citizens & Northern Corporation by Mark A. Hughes, who is the Treasurer and Chief Financial Officer.