Citizens & Northern (CZNC) corrects ESOP share holdings in Form 4/A

Rhea-AI Filing Summary

Citizens & Northern Corp executive vice president Blair T. Rush reported an exempt ESOP dividend reinvestment and corrected prior ESOP holdings. An employee stock ownership plan reinvested dividends into 34 shares of common stock at $23.7621 per share, held indirectly. The amendment also corrects the ESOP’s indirectly owned shares from 20,896 to 2,896 due to a clerical error. Rush’s directly held common stock position is 30,963 shares following the reported update.

Insights

Equity compensation and governance analyst

Routine ESOP dividend reinvestment and a clerical correction with no market signal.

The filing shows an exempt acquisition of 34 common shares through an employee stock ownership plan via dividend reinvestment. This is a non-market transaction, reflecting internal plan mechanics rather than an open-market decision by Blair T. Rush.

The amendment mainly corrects the ESOP’s indirect holdings from 20,896 to 2,896 shares after identifying a clerical error. Rush also reports 30,963 shares held directly. Overall, this appears administrative and does not materially change ownership incentives or signal a shift in insider sentiment.

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^*

Rush Blair T

(Last) (First) (Middle)

620 CIDER MILL LANE

(Street)

PERKASIE PA 18944

(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)
	EXECUTIVE VICE PRESIDENT

3. Date of Earliest Transaction (Month/Day/Year)
02/18/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)
02/27/2026

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)	V	34	A	$23.7621	2,896(2)	I	by ESOP
Common Stock								30,963	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. Exempt acquisition in ESOP via dividend reinvestment under D/R plan.

2. This amended filing corrects the securites beneficially owned indirectly by ESOP from 20,896 to 2,896 which contained the wrong amount due to a clerical error.

	/s/ Melinda S Kilburn for Blair T Rush, 3/18/25, Attorney-in-Fact	03/10/2026
	** 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 did Citizens & Northern (CZNC) executive Blair T. Rush report in this Form 4/A?

Blair T. Rush reported an exempt dividend reinvestment of 34 common shares through the employee stock ownership plan and corrected prior ESOP share figures from 20,896 to 2,896 due to a clerical error, while disclosing 30,963 shares held directly.

Was the Citizens & Northern (CZNC) Blair T. Rush transaction an open-market buy or sell?

No, the transaction was not an open-market trade. It was an exempt acquisition of 34 common shares through ESOP dividend reinvestment, classified as an “other” transaction type, with no buy or sell code and no direct market trade by Rush indicated.

How many Citizens & Northern (CZNC) shares does Blair T. Rush hold after this Form 4/A?

After the reported update, Blair T. Rush holds 30,963 shares of Citizens & Northern common stock directly. In addition, the ESOP reflects 2,896 shares held indirectly on his behalf, following the correction from the previously misstated 20,896 shares.

What clerical error was corrected in the Citizens & Northern (CZNC) Form 4/A filing?

The amendment corrects the number of common shares beneficially owned indirectly through the ESOP. The prior report stated 20,896 ESOP shares, but this was a clerical error; the correct indirect ESOP holding is 2,896 shares, as specified in the footnote.

Does the Citizens & Northern (CZNC) Form 4/A indicate a change in insider sentiment by Blair T. Rush?

The filing primarily reflects administrative updates: a small, exempt ESOP dividend reinvestment of 34 shares and a correction of previously overstated ESOP holdings. There are no open-market buys or sells disclosed that would typically reflect a directional sentiment change.