Citizens & Northern Corp (CZNC) EVP updates insider stock transactions

Rhea-AI Filing Summary

Citizens & Northern Corp executive reports updated insider stock activity. Executive Vice President Thomas L. Rudy, Jr. filed an amended Form 4 showing multiple transactions dated 01/09/2026 and 01/30/2026. These include an exempt acquisition of 320 shares through a year-end ESOP contribution and an award of 2,982 shares of restricted stock.

The filing also records the forfeiture of 135 restricted shares tied to an earnings-based performance standard and the withholding of 434 shares to cover exercise price or tax obligations. After these transactions, Rudy beneficially owned 40,366 shares directly and 14,299 shares indirectly via the ESOP, plus 21 shares indirectly through a child. The amendment corrects a clerical error in a previously reported transaction date.

Insider Trade Summary

5 transactions reported

Mixed 5 txns

Insider RUDY THOMAS L JR

Role EXEC. VP

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	2,982	$21.865	$65K
Disposition	Common Stock	135	$0.00	--
Tax Withholding	Common Stock	434	$22.41	$10K
Other	Common Stock	320	$20.57	$7K
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 40,366 shares (Direct); Common Stock — 14,299 shares (Indirect, By ESOP)

Footnotes (1)

1. Exempt acquisition via year end contribution to ESOP. Award of Restricted Stock. Forfeiture of restricted shares granted 1/31/2023 that were eligible to vest in January 2026, based on the Corporation's attainment of an earnings-based performance standard. This amended filing corrects the transaction date on a form previously filed on 2/3/2026 which contained the wrong transaction date due to a clerical error. 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.

Form 4 Insider Transactions: What Each Field Means →

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^*

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)
01/09/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)
02/03/2026

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	01/09/2026		J(1)		320	A	$20.57	14,299	I	By ESOP
Common Stock	01/30/2026		A(2)		2,982	A	$21.865	40,366	D
Common Stock	01/30/2026		D(3)		135	D	$0	40,231	D
Common Stock	01/30/2026(4)		F(5)		434	D	$22.41	39,797	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. Exempt acquisition via year end contribution to ESOP.

2. Award of Restricted Stock.

3. Forfeiture of restricted shares granted 1/31/2023 that were eligible to vest in January 2026, based on the Corporation's attainment of an earnings-based performance standard.

4. This amended filing corrects the transaction date on a form previously filed on 2/3/2026 which contained the wrong transaction date due to a clerical error.

5. 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	02/06/2026
	** 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.
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FAQ

What insider stock transactions did CZNC executive Thomas L. Rudy, Jr. report?

Thomas L. Rudy, Jr., an Executive Vice President of Citizens & Northern Corp, reported several stock transactions on 01/09/2026 and 01/30/2026. These included ESOP shares, a restricted stock award, a restricted share forfeiture, and shares withheld to cover exercise price or tax obligations.

How many CZNC shares does Thomas L. Rudy, Jr. beneficially own after these transactions?

After the reported transactions, Thomas L. Rudy, Jr. beneficially owned 40,366 shares of Citizens & Northern Corp common stock directly. He also held 14,299 shares indirectly through the ESOP and 21 shares indirectly through a child, reflecting both personal and indirect ownership positions.

What ESOP-related CZNC share acquisition did the filing disclose?

The filing discloses an exempt acquisition of 320 Citizens & Northern Corp shares on 01/09/2026 via a year-end contribution to the company’s ESOP. These shares were acquired at $20.57 per share and are reported as indirectly owned through the ESOP arrangement.

What restricted stock activity did the CZNC Form 4/A report?

On 01/30/2026, Rudy received an award of 2,982 shares of Citizens & Northern Corp restricted stock at $21.865 per share. The filing also shows the forfeiture of 135 restricted shares originally granted 1/31/2023, tied to an earnings-based performance standard for January 2026 vesting.

Why were 434 CZNC shares reported as disposed of at $22.41?

The Form 4/A notes that 434 Citizens & Northern Corp shares were disposed of at $22.41 per share on 01/30/2026. This represents payment of exercise price or tax liability by delivering or withholding securities incident to the receipt, exercise, or vesting of a security.

What correction does this amended CZNC Form 4/A make?

The amended Form 4/A corrects a transaction date on a prior filing submitted on 02/03/2026. The earlier report contained a wrong transaction date due to a clerical error, and this amendment updates the record to reflect the accurate timing of the reported stock activity.