Citizens & Northern insider amends merger share report

Citizens & Northern Corporation executive David S. Runk, serving as Executive VP and Strategic Advisor, reported an updated stock position following the merger of Susquehanna Community Financial with Citizens & Northern on October 1, 2025.

Rhea-AI Filing Summary

Citizens & Northern Corporation executive David S. Runk, serving as Executive VP and Strategic Advisor, reported an updated stock position following the merger of Susquehanna Community Financial with Citizens & Northern on October 1, 2025. Through a 401(k) account, he acquired 9,234 shares of common stock at a reported price of $0 per share, reflecting conversion of Susquehanna shares into Citizens & Northern shares at an exchange ratio of 0.80. Cash was paid instead of fractional shares at $19.48 per share, while Citizens & Northern’s closing stock price that day was $19.68. This amended Form 4 corrects the number of securities previously reported on October 3, 2025.

Insider Trade Summary

Grant/Award: 9,234 shares

Grant/Award 1 txn

Insider Runk David S

Role EXEC. VP AND STRATEGIC ADVISOR

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	9,234	$0.00	$0.00

Holdings After Transaction: Common Stock — 9,234 shares (Indirect, By 401(k))

Footnotes (2)

1. F1. On October 1, 2025, Susquehanna Community Financial, Inc. ("Susquehanna") merged with and into Citizens & Northern Corporation, Inc. ("C&N"). Pursuant to the merger, each share of Susquehanna common stock held by the reporting person was converted into the right to receive 0.80 shares of C&N common stock (the Exchange Ratio), with an amount in cash, without interest, to be paid in lieu of fractional shares at $19.48 per share. The closing price of C&N common stock on October 1, 2025 was $19.68 per share.
2. F2. The number of the securities acquired was inaccurately reflected in the report filed on 10/03/2025 and this amended report corrects the information reported.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did CZNC report for David S. Runk?

David S. Runk reported acquiring 9,234 shares of Citizens & Northern common stock through a 401(k) account at a price of $0 per share. The acquisition reflects conversion of Susquehanna shares into Citizens & Northern shares in the completed merger.

Why was this CZNC Form 4 filing amended?

The filing was amended because the number of securities acquired was inaccurately reported in the original Form 4 filed on October 3, 2025. This amended report corrects the previously reported share amount associated with the merger-related stock acquisition.

How did the Susquehanna merger affect David S. Runk’s CZNC holdings?

In the merger, each Susquehanna share held by David S. Runk converted into 0.80 shares of Citizens & Northern common stock. As a result, his 401(k) account came to hold 9,234 Citizens & Northern shares, with cash paid instead of any fractional shares.

What exchange ratio was used in the CZNC–Susquehanna merger?

Each share of Susquehanna common stock converted into the right to receive 0.80 shares of Citizens & Northern common stock. Any fractional shares were settled in cash, using $19.48 per share to calculate the payment in lieu of fractional amounts.

How were fractional CZNC shares handled in the merger?

Fractional Citizens & Northern shares resulting from the 0.80 exchange ratio were not issued. Instead, holders received cash in lieu of fractional shares, calculated at $19.48 per share, without interest, as part of the overall merger consideration.

What was CZNC’s stock price on the merger date?

Citizens & Northern common stock closed at $19.68 per share on October 1, 2025, the merger date. This closing market price is disclosed alongside the $19.48 per share cash rate used to compensate holders for fractional share interests in the transaction.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 02/11/2026 - 03:04 PM Learn about SEC filing dates

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^*

Runk David S

(Last) (First) (Middle)

1 SUNRISE COTTAGE LANE

(Street)

LEWISTOWN PA 17044

(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 AND STRATEGIC ADVISOR

3. Date of Earliest Transaction (Month/Day/Year)
10/01/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)
10/03/2025

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	10/01/2025		A		9,234(1)(2)	A	$0	9,234(1)(2)	I	By 401(k)

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. On October 1, 2025, Susquehanna Community Financial, Inc. ("Susquehanna") merged with and into Citizens & Northern Corporation, Inc. ("C&N"). Pursuant to the merger, each share of Susquehanna common stock held by the reporting person was converted into the right to receive 0.80 shares of C&N common stock (the Exchange Ratio), with an amount in cash, without interest, to be paid in lieu of fractional shares at $19.48 per share. The closing price of C&N common stock on October 1, 2025 was $19.68 per share.

2. The number of the securities acquired was inaccurately reflected in the report filed on 10/03/2025 and this amended report corrects the information reported.

	Amy T. Garraty for David S. Runk, 9-22-25, Attorney in Fact	02/11/2026
	** 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.