CITIZENS & NORTHERN CORP (CZNC) director adds shares under written plan

Rhea-AI Filing Summary

CITIZENS & NORTHERN CORP director Frank G. Pellegrino reported an open-market purchase of the company’s Common Stock. On May 8, 2026, he bought 237 shares at $21.7452 per share and now holds 49,859 shares directly. The transaction was made pursuant to a written plan that became effective on May 1, 2026, indicating the trade was pre-arranged rather than opportunistic.

Insider Trade Summary 10b5-1

Net Buyer: 237 shares ($5,154)

Net Buy 1 txn

Insider Pellegrino Frank G

Role null

Bought 237 shs ($5K)

Type	Security	Shares	Price	Value
Purchase	Common Stock	237	$21.7452	$5K

Holdings After Transaction: Common Stock — 49,859 shares (Direct, null)

Footnotes (1)

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Key Figures

Shares purchased: 237 shares Purchase price: $21.7452 per share Holdings after transaction: 49,859 shares +2 more

5 metrics

Shares purchased 237 shares Open-market purchase on May 8, 2026

Purchase price $21.7452 per share Price paid for Common Stock on May 8, 2026

Holdings after transaction 49,859 shares Direct ownership following May 8, 2026 trade

Net buy shares 237 shares Net change from reported Form 4 transactions

Plan effective date May 1, 2026 Written plan governing the May 8, 2026 purchase

Key Terms

open-market purchase, Common Stock, written plan

3 terms

open-market purchase financial

"reported an open-market purchase of the company’s Common Stock"

An open-market purchase is when an investor or a company buys shares on a public stock exchange at the going market price, rather than through a private deal. It matters to investors because these purchases change how many shares are available, can push the stock price up or signal confidence from large buyers, and often affect per-share metrics like earnings—think of it like someone buying lots of apples off a grocery shelf, reducing supply and potentially raising the price.

Common Stock financial

"reported an open-market purchase of the company’s Common Stock"

Common stock represents ownership shares in a company, giving investors a stake in its success and a say in important decisions through voting rights. It is the most common type of stock traded on markets and can provide income through dividends, as well as potential for value growth. For investors, holding common stock means sharing in the company’s profits and risks.

written plan regulatory

"The transaction was made pursuant to a written plan that became effective"

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).

X

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^*

Pellegrino Frank G

(Last) (First) (Middle)

2050 POCO FARM ROAD

(Street)

WILLIAMSPORT PENNSYLVANIA 17701

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/08/2026

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	05/08/2026		P(1)		237	A	$21.7452	49,859	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. This transaction was made pursuant to a written plan that became effective 5/1/26.

	/s/ Melinda S Kilburn for Frank Pellegrino, 3/20/25, Attorney-in-Fact	05/11/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did CZNC director Frank Pellegrino report?

Director Frank G. Pellegrino reported an open-market purchase of 237 shares of CITIZENS & NORTHERN CORP Common Stock at $21.7452 per share, increasing his direct holdings to 49,859 shares after the transaction.

When did the latest CZNC insider share purchase take place?

The reported insider purchase occurred on May 8, 2026. On that date, director Frank G. Pellegrino bought 237 shares of CITIZENS & NORTHERN CORP Common Stock in an open-market transaction at a price of $21.7452 per share.

How many CITIZENS & NORTHERN CORP shares does the director own after this trade?

Following the May 8, 2026 transaction, director Frank G. Pellegrino directly owns 49,859 shares of CITIZENS & NORTHERN CORP Common Stock, as reported in the Form 4 insider filing for this open-market purchase.

At what price were the CZNC shares purchased in this insider transaction?

The 237 CITIZENS & NORTHERN CORP Common Stock shares were purchased at an average price of $21.7452 per share. This price reflects the consideration paid in the open-market transaction reported in the Form 4 filing.

Was the CZNC director’s share purchase made under a trading plan?

Yes. The filing notes the transaction was made pursuant to a written plan that became effective May 1, 2026, indicating the May 8, 2026 purchase was pre-arranged under that plan rather than a spontaneous market decision.