Citizens & Northern (NASDAQ: CZNC) CEO reports tax withholding share move

Rhea-AI Filing Summary

Citizens & Northern Corp’s president and CEO J. Bradley Scovill reported several administrative share transactions in company common stock. The largest was a tax-withholding disposition of 499 shares at $23.67 per share on February 20, 2026, leaving him with 133,352 directly held shares.

Additional transactions labeled as "other" include 433 shares at $23.43 tied to a dividend reinvestment plan and 77 shares at $23.7621 held indirectly through an ESOP, with 6,610 shares held indirectly afterward. The amendment states it is filed solely to confirm the transaction is being reported voluntarily, 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

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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^*

SCOVILL J BRADLEY

(Last) (First) (Middle)

47 WALNUT STREET

(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)
	PRESIDENT AND CEO

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	433	A	$23.43	133,851	D
Common Stock	02/18/2026		J(1)(2)	V	77	A	$23.7621	6,610	I	by ESOP
Common Stock	02/20/2026		F(3)		499	D	$23.67	133,352	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 J Bradley Scovill, 3/20/25, 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 transactions did CZNC’s CEO report in this Form 4/A?

CZNC’s CEO J. Bradley Scovill reported mainly administrative share entries, including a 499-share tax-withholding disposition at $23.67 and two "other" transactions linked to dividend reinvestment and ESOP holdings, without any open-market buys or sells disclosed in this amendment.

What is the 499-share tax-withholding disposition reported by CZNC’s CEO?

The 499-share transaction at $23.67 is a tax-withholding disposition, where shares are delivered or withheld to cover tax or exercise costs related to equity awards, rather than an open-market sale, as described under Rule 16b-3 in the associated footnote.

How many Citizens & Northern (CZNC) shares does the CEO hold after these transactions?

After the reported transactions, J. Bradley Scovill directly holds 133,352 Citizens & Northern common shares and indirectly holds 6,610 shares through an ESOP, according to the share balances listed following the February 2026 Form 4/A transactions.

What does the ESOP-related transaction mean for CZNC’s CEO holdings?

The ESOP-related transaction records 77 shares at $23.7621 classified as "other" and held indirectly "by ESOP." This reflects adjustments within an employee stock ownership plan, not an open-market trade, bringing the indirect ESOP balance to 6,610 shares afterward.

Why was this Citizens & Northern Form 4/A amendment filed?

The amendment states it is filed solely to confirm that the reported transaction is being disclosed voluntarily. It explicitly notes there have been no other changes to the original Form 4 filing, emphasizing its narrow, confirmatory purpose rather than introducing new economic activity.

What is the dividend reinvestment transaction reported by CZNC’s CEO?

One "other" transaction involves 433 shares at $23.43 acquired through reinvestment of a cash dividend under a dividend reinvestment plan. This records automatic share accumulation from dividends rather than a discretionary market purchase by the CEO.