Tax-related CZNC (NASDAQ: CZNC) share disposition reported by executive VP

Rhea-AI Filing Summary

CITIZENS & NORTHERN CORP executive Thomas L. Rudy Jr. reported a small tax-related share disposition. On February 20, 2026, he had 141 shares of common stock withheld at $23.67 per share to cover taxes tied to an equity award, a non-market transaction.

On February 18, 2026, an additional 169 shares at $23.7621 per share were reported as an indirect transaction through an ESOP, and indirect holdings of 21 shares by a child were updated. The amendment states it is filed solely to confirm this transaction is being reported voluntarily.

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^*

RUDY THOMAS L JR

(Last) (First) (Middle)

12 GREENBRIAR DRIVE

(Street)

WELLSBORO PA 16901

(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)
02/18/2026

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	02/18/2026		J(1)(2)	V	169	A	$23.7621	14,468	I	By ESOP
Common Stock	02/20/2026		F(3)		141	D	$23.67	39,656	D
Common Stock								21	I	By Child

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 Thomas L Rudy, Jr, 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 Thomas L. Rudy Jr. report?

Thomas L. Rudy Jr. reported a tax-related disposition of 141 CZNC common shares at $23.67 on February 20, 2026. He also reported an indirect ESOP transaction of 169 shares at $23.7621 and updated 21 shares held indirectly by a child.

Was the CZNC Form 4/A filing for Thomas L. Rudy Jr. a market sale of shares?

No, the main transaction was a tax-withholding disposition of 141 shares at $23.67, used to cover tax obligations on an equity award. This is a non-market event and not an open-market share sale by the executive.

How many CZNC shares does Thomas L. Rudy Jr. hold after the reported tax disposition?

After the tax-withholding disposition of 141 shares, Thomas L. Rudy Jr. directly holds 39,656 CZNC common shares. Separate from this, he reports indirect ownership through an ESOP and 21 shares held indirectly by a child, as disclosed in the filing.

What does the ESOP transaction in the CZNC Form 4/A represent?

The ESOP transaction reflects an indirect holding change of 169 CZNC shares at $23.7621 per share, reported under transaction code J. These shares are held through an employee stock ownership plan, not in the executive’s direct personal brokerage account.

Why was this CZNC Form 4/A amendment filed for Thomas L. Rudy Jr.?

The amendment states it is filed solely to confirm that the reported transaction is being reported voluntarily. It notes there have been no other changes to the original Form 4 details, emphasizing this is a clarification rather than a new or revised transaction.

Does the CZNC Form 4/A mention dividend reinvestment activity?

Yes, a footnote explains that some shares were acquired through dividend reinvestment under a dividend reinvestment plan. This means cash dividends were automatically used to buy additional CZNC shares instead of being paid out in cash to the holder.