Citizens & Northern (NASDAQ: CZNC) EVP reports small stock disposition

Rhea-AI Filing Summary

CITIZENS & NORTHERN CORP executive Kelley A. Cwiklinski reported multiple insider stock transactions. The Form 4/A shows a tax-withholding disposition of 169 shares of common stock on 2026-02-20 at $23.67 per share, tied to equity compensation under Rule 16b-3.

On 2026-02-18, an additional 34 common shares were reported in an "other" transaction at $23.7621 per share through an employee stock ownership plan, held indirectly. A separate line updates indirect holdings of 455 common shares in a spouse’s IRA. The amendment states it is filed solely to confirm the voluntary nature of the reported transaction, 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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Cwiklinski Kelley A

(Last) (First) (Middle)

317 YARDLEY-NEWTOWN ROAD

(Street)

YARDLEY PA 19067

(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)
	EVP CHIEF COMM LENDING OFFICER

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	34	A	$23.7621	2,877	I	By ESOP
Common Stock	02/20/2026		F(3)		169	D	$23.67	29,737	D
Common Stock								455	I	By Spouse's IRA

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 Kelley A Cwiklinski, 3/26/25, 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transactions did CZNC executive Kelley Cwiklinski report on this Form 4/A?

Kelley A. Cwiklinski reported a tax-withholding disposition of 169 common shares at $23.67 per share and an "other" transaction involving 34 common shares at $23.7621 per share through an employee stock ownership plan, plus an update to spouse IRA holdings.

Was the CZNC Form 4/A filing for Kelley Cwiklinski a new transaction or an amendment?

The document is an amended Form 4 (Form 4/A) filed to confirm that the reported transaction is being reported voluntarily. A footnote states there have been no other changes to the original Form 4 filing besides this confirmation.

How many CZNC shares did Kelley Cwiklinski dispose of for tax withholding purposes?

Kelley A. Cwiklinski reported a tax-withholding disposition of 169 shares of Citizens & Northern Corp common stock at a price of $23.67 per share, related to the receipt, exercise, or vesting of equity granted under Rule 16b-3.

What indirect CZNC holdings are disclosed for Kelley Cwiklinski in this Form 4/A?

The filing discloses indirect ownership of common stock through an employee stock ownership plan with 2,877 shares following the transaction, and a separate indirect position of 455 shares held through a spouse’s IRA, each listed with its respective ownership description.

What does the "other" transaction in CZNC stock represent for Kelley Cwiklinski?

The "other" transaction, coded J, involves 34 shares of Citizens & Northern Corp common stock at $23.7621 per share, held indirectly "By ESOP." A footnote explains related shares were acquired through dividend reinvestment under a dividend reinvestment plan.

Does the CZNC Form 4/A indicate changes to Kelley Cwiklinski’s original Form 4 beyond confirming voluntariness?

A footnote states this Form 4/A is filed solely to confirm that the transaction is being reported voluntarily and that there have been no other changes made to the original Form 4 filing for Kelley A. Cwiklinski.