Tax withholding share moves by Citizens & Northern (NASDAQ: CZNC)

Rhea-AI Filing Summary

Citizens & Northern Corp executive Stan R. Dunsmore, Executive VP and Chief Credit Officer, filed an amended Form 4 reporting administrative share movements, with no changes from the original filing other than confirming voluntary reporting. On February 20, a tax-withholding disposition of 148 shares of common stock at $23.67 per share was reported, leaving 23,700 shares held directly. Earlier transactions coded "J" on February 18 and February 13 involved small "other" transactions in common stock held indirectly through an ESOP and by a child, with post-transaction holdings of 9,795 and 91 shares respectively. A footnote states that some shares were acquired through dividend reinvestment, and that the amendment is filed solely to confirm the transaction is 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^*

Dunsmore Stan R

(Last) (First) (Middle)

214 ROUTE 660

(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, CHIEF CREDIT OFFICER

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	1	A	$23.59	91	I	By Child
Common Stock	02/18/2026		J(1)(2)	V	114	A	$23.7621	9,795	I	By ESOP
Common Stock	02/20/2026		F(3)		148	D	$23.67	23,700	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 Stan R Dunsmore, 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 activity did CZNC executive Stan R. Dunsmore report on this Form 4/A?

Executive VP Stan R. Dunsmore reported administrative share movements, including a tax-withholding disposition of 148 Citizens & Northern common shares and two small "other" transactions involving indirect holdings through an ESOP and a child, with updated post-transaction share balances disclosed.

Was the CZNC Form 4/A filing for Stan R. Dunsmore related to open market share sales?

The filing mainly reflects a tax-withholding disposition and other administrative adjustments, not open market sales. The 148-share transaction was for tax liability payment, and a footnote notes shares acquired via dividend reinvestment, indicating routine equity plan and reinvestment activity.

How many Citizens & Northern (CZNC) shares does Stan R. Dunsmore hold after these transactions?

After the reported transactions, Dunsmore directly holds 23,700 CZNC common shares. Indirectly, 9,795 shares are held through an ESOP and 91 shares are held by a child, with each category’s post-transaction balances specifically disclosed in the filing.

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

The 148-share tax-withholding disposition represents payment of an exercise price or tax liability by delivering or withholding shares, connected to the receipt, exercise, or vesting of an equity award issued under Rule 16b-3, instead of an open market sale for cash proceeds.

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

The amendment states it is filed solely to confirm that the transaction is being reported voluntarily. The filing notes there have been no other changes to the original Form 4, indicating the underlying transaction details remain the same as previously reported.

What do the "J" coded transactions mean in the CZNC Form 4/A for Stan R. Dunsmore?

The "J" coded items are classified as "other" acquisition or disposition transactions. In this filing, they involve small changes in indirect holdings via an ESOP and a child, with the code indicating non-standard but routine administrative share adjustments rather than clear buys or sells.