Citizens & Northern (CZNC) EVP reports tax-withholding share moves

Rhea-AI Filing Summary

Citizens & Northern Corp executive Tracy Ellen Watkins, an executive vice president, reported several small common stock transactions in a Form 4/A. On February 20, 2026, 111 shares were disposed of at $23.67 per share as a tax-withholding disposition related to equity compensation. Earlier, on February 18, 2026, 77 shares at $23.7621 per share were transacted through indirect ownership by an ESOP. On February 13, 2026, 83 shares at $23.59 per share were reported as another small transaction. The amendment notes it is filed solely to confirm that one transaction is being reported voluntarily, with no other changes to the original Form 4.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Watkins Tracy Ellen

(Last) (First) (Middle)

1972 NORTH WILLIAMSON ROAD

(Street)

COVINGTON PA 16917

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CITIZENS & NORTHERN CORP [ CZNC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EXEC. VP

3. Date of Earliest Transaction (Month/Day/Year)
02/13/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)
02/24/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/13/2026		J(1)(2)	V	83	A	$23.59	11,258	D
Common Stock	02/18/2026		J(1)(2)	V	77	A	$23.7621	6,655	I	by ESOP
Common Stock	02/20/2026		F(3)		111	D	$23.67	11,147	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Shares acquired through reinvestment of cash dividend under a dividend reinvestment plan.

2. This Form 4/A is being filed solely to confirm that this transaction is being reported voluntarily. There have been no other changes to the original Form 4 filing.

3. Payment of exercise price or tax liability by delivering or withholding securities incident to the receipt, exercise or vesting of a security issued in accordance with Rule 16b-3.

	/s/ Melinda S Kilburn for Tracy E Watkins, 3/18/25, Attorney-in-Fact	02/27/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What insider transactions did CZNC executive Tracy Ellen Watkins report on this Form 4/A?

Tracy Ellen Watkins reported three small common stock transactions, including a 111-share tax-withholding disposition and two other minor share movements, one through an ESOP, all at prices around the mid-$23 range per share.

What is the largest transaction reported by Tracy Ellen Watkins in this CZNC Form 4/A?

The largest reported transaction is a 111-share tax-withholding disposition of Citizens & Northern common stock at $23.67 per share, related to equity compensation, leaving 11,147 shares held directly after that transaction.

How many CZNC shares does Tracy Ellen Watkins hold after the reported transactions?

After the reported transactions, Tracy Ellen Watkins holds 11,147 Citizens & Northern common shares directly and 6,655 shares indirectly through an ESOP, reflecting her ongoing ownership stake in the company’s stock.

Why was this Citizens & Northern (CZNC) Form 4/A amendment filed?

The amendment was filed solely to confirm that one of the reported transactions is being reported voluntarily. According to the footnote, there were no other changes made to the original Form 4 filing details.

What does the tax-withholding disposition mean in the CZNC Form 4/A filing?

The tax-withholding disposition reflects payment of exercise price or tax liability by delivering or withholding shares in connection with equity awards granted under Rule 16b-3, rather than an open-market sale by the executive.

What indirect CZNC share ownership does Tracy Ellen Watkins report through an ESOP?

Watkins reports indirect ownership of 6,655 Citizens & Northern shares through an ESOP. One 77-share transaction at $23.7621 per share affected this ESOP-held balance, categorized as an “other” acquisition or disposition transaction.