CZNC (CZNC) CFO reports ESOP dividend reinvestment and updated share holdings

Rhea-AI Filing Summary

CITIZENS & NORTHERN CORP Executive VP and CFO Mark A. Hughes reported updated holdings of the company’s common stock. The filing shows a routine, exempt acquisition of 259 shares through an employee stock ownership plan (ESOP) via dividend reinvestment under a dividend reinvestment plan, not an open-market trade.

After this ESOP dividend reinvestment, Hughes holds 74,128 shares directly and 19,548 shares indirectly through the ESOP. The filing mainly documents these ownership levels rather than a discretionary buy or sell decision.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider HUGHES MARK A

Role EXEC. VP AND CFO

Type	Security	Shares	Price	Value
Other	Common Stock	259	$20.7964	$5K
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 19,548 shares (Indirect, By ESOP); Common Stock — 74,128 shares (Direct, null)

Footnotes (1)

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Key Figures

ESOP dividend reinvestment: 259 shares Dividend reinvestment price: $20.7964 per share Direct holdings after transaction: 74,128 shares +1 more

4 metrics

ESOP dividend reinvestment 259 shares Exempt acquisition via ESOP dividend reinvestment

Dividend reinvestment price $20.7964 per share Price used for ESOP dividend reinvestment

Direct holdings after transaction 74,128 shares Direct CZNC common stock held after Form 4 date

Indirect ESOP holdings after transaction 19,548 shares Indirect CZNC common stock held by ESOP after transaction

Key Terms

ESOP, dividend reinvestment, Exempt acquisition, Form 4

4 terms

ESOP financial

"Exempt acquisition in ESOP via dividend reinvestment under D/R plan."

An Employee Stock Ownership Plan (ESOP) is a program that gives employees ownership shares in their company, often as part of their benefits package. It acts like a company-sponsored savings plan, allowing workers to have a stake in the company's success, which can boost motivation and loyalty. For investors, ESOPs can influence company decisions and stock value, making them an important aspect of corporate ownership and governance.

dividend reinvestment financial

"Exempt acquisition in ESOP via dividend reinvestment under D/R plan."

Dividend reinvestment is when the money earned from a company's profit sharing, called dividends, is automatically used to buy more shares of that company instead of being received as cash. This process helps investors grow their holdings over time without extra effort, much like using earned interest to buy more of a savings account. It encourages long-term investment growth by continuously increasing the amount of shares owned.

Exempt acquisition regulatory

"Exempt acquisition in ESOP via dividend reinvestment under D/R plan."

Form 4 regulatory

"INSIDER FILING DATA (Form 4):"

Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.

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^*

HUGHES MARK A

(Last) (First) (Middle)

8839 ROUTE 6

(Street)

WELLSBORO PENNSYLVANIA 16901

(City) (State) (Zip)

UNITED STATES

(Country)

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 CFO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/20/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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

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	05/20/2026		J(1)	V	259	A	$20.7964	19,548	I	By ESOP
Common Stock								74,128	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.

	/s/ Melinda S Kilburn for Mark A Hughes, 3/18/25, Attorney-in-Fact	05/21/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did CZNC CFO Mark A. Hughes report?

CZNC Executive VP and CFO Mark A. Hughes reported an exempt acquisition of 259 common shares through an ESOP dividend reinvestment. This routine entry reflects automatic reinvestment of dividends rather than an open-market purchase or sale, and simply updates his reported ownership.

How many CZNC shares does Mark A. Hughes hold after this Form 4?

After the reported transactions, Mark A. Hughes holds 74,128 CZNC common shares directly and 19,548 shares indirectly through the ESOP. These figures show his total reported beneficial ownership following the dividend reinvestment transaction on the employee stock ownership plan.

Was the CZNC Form 4 transaction a market buy or sell?

No, the Form 4 does not show an open-market buy or sell. The 259-share change is an exempt acquisition in the ESOP via dividend reinvestment under a dividend reinvestment plan, which is an automatic, plan-based adjustment rather than a discretionary market trade.

What does the ESOP dividend reinvestment mean for CZNC shareholders?

The ESOP dividend reinvestment means dividends paid on CZNC shares in the plan were automatically used to acquire 259 additional shares. This is a standard benefit-plan mechanism and does not indicate a new investment decision or a strategic trade by the executive officer.

How large is the ESOP-related CZNC position reported by Mark A. Hughes?

Following the transaction, the ESOP-related indirect holding for Mark A. Hughes is 19,548 CZNC common shares. These shares are held "By ESOP" as disclosed, reflecting his beneficial interest through the employee stock ownership plan after the dividend reinvestment.