Citizens & Northern (CZNC) exec details new stock awards

Rhea-AI Filing Summary

Citizens & Northern Corp executive vice president Tracy Ellen Watkins reported several equity transactions in company stock. On January 9, 2026, an employee stock ownership plan (ESOP) account associated with her acquired 256 common shares at $20.57, bringing her indirect ESOP holdings to 6,578 shares.

On January 30, 2026, she received an award of 2,390 restricted common shares at $21.865, then had 107 restricted shares forfeited tied to a performance standard and 341 shares withheld at $22.41 to cover exercise price or tax obligations. After these direct transactions, she beneficially owned 11,175 common shares directly.

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

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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^*

Watkins Tracy Ellen

(Last) (First) (Middle)

1972 NORTH WILLIAMSON ROAD

(Street)

COVINGTON PA 16917

(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)

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)		256	A	$20.57	6,578	I	by ESOP
Common Stock	01/30/2026		A(2)		2,390	A	$21.865	11,623	D
Common Stock	01/30/2026		D(3)		107	D	$0	11,516	D
Common Stock	01/30/2026		F(4)		341	D	$22.41	11,175	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 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. 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 Tracy E Watkins, 3/18/25, Attorney-in-Fact	02/03/2026
	** 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 insider transactions did CZNC executive Tracy Ellen Watkins report?

Tracy Ellen Watkins reported ESOP and equity award activity, including an ESOP contribution of 256 shares, a 2,390-share restricted stock award, forfeiture of 107 shares, and 341 shares withheld to cover exercise price or taxes, all in Citizens & Northern common stock.

How many CZNC shares does Tracy Ellen Watkins own after these Form 4 transactions?

After the reported transactions, Tracy Ellen Watkins beneficially owns 11,175 Citizens & Northern common shares directly, plus 6,578 shares held indirectly through an employee stock ownership plan (ESOP), as disclosed in the Form 4 insider ownership tables.

What was the restricted stock award reported by CZNC executive Tracy Ellen Watkins?

On January 30, 2026, Tracy Ellen Watkins received an award of 2,390 shares of Citizens & Northern common stock as restricted stock, at a reported grant price of $21.865 per share, increasing her direct beneficial ownership before subsequent forfeiture and withholding entries.

Why were 107 CZNC shares forfeited by Tracy Ellen Watkins on the Form 4?

The 107 Citizens & Northern shares were forfeited from a restricted stock grant dated January 31, 2023 that was eligible to vest in January 2026, based on the corporation’s attainment of an earnings-based performance standard, according to the Form 4 footnote.

What does the code F transaction mean in Tracy Ellen Watkins’ CZNC Form 4?

The code F transaction reflects 341 Citizens & Northern shares withheld at $22.41 per share to pay an exercise price or tax liability, by delivering or withholding securities incident to the vesting or exercise of an equity award under Rule 16b-3.

How was the ESOP transaction for CZNC shares reported for Tracy Ellen Watkins?

The ESOP activity shows an exempt acquisition of 256 Citizens & Northern shares via a year-end contribution to an employee stock ownership plan, recorded as indirect ownership “by ESOP,” bringing that ESOP-related beneficial holding to 6,578 common shares.