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  4. [Form 4] CITIZENS & NORTHERN CORP Insider Trading Activity

Citizens & Northern (CZNC) EVP adds 1 share via ESOP

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

CITIZENS & NORTHERN CORP (CZNC) reported that executive vice president and strategic advisor David S. Runk had an indirect acquisition of 1 share of common stock on 2026-08-20. The share was acquired by ESOP via dividend reinvestment under a D/R plan, bringing his reported indirect ESOP-held position to 66 shares of common stock.

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Negative

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Insider Runk David S
Role EXEC. VP AND STRATEGIC ADVISOR
Type Security Shares Price Value
Other Common Stock F1 1 $25.84 $25.84
Holdings After Transaction: Common Stock — 66 shares (Indirect, By ESOP)
Footnotes (1)
  1. F1. Exempt acquisition in ESOP via dividend reinvestment under D/R plan.
Shares acquired 1 share of Common Stock Indirect ESOP acquisition on 2026-08-20 via dividend reinvestment
Transaction price per share $25.84 Price for the 1 share acquired on 2026-08-20
Shares held after transaction 66 shares of Common Stock Indirect ownership by ESOP following the 2026-08-20 transaction
Transaction code J Other acquisition or disposition; exempt ESOP dividend reinvestment
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.
D/R plan financial
"Exempt acquisition in ESOP via dividend reinvestment under D/R plan."

FAQ

What transaction did David S. Runk report for CZNC on this Form 4?
He reported an indirect acquisition of 1 share of CITIZENS & NORTHERN CORP common stock on 2026-08-20, coded as an “other acquisition or disposition” (code J) tied to an exempt ESOP dividend reinvestment.

At what price was the CZNC share acquired in the reported transaction?
The reported transaction price was $25.84 per share for the 1 share of CITIZENS & NORTHERN CORP common stock acquired through the ESOP via dividend reinvestment under a dividend reinvestment (D/R) plan.

How many CZNC shares does David S. Runk indirectly hold after this ESOP transaction?
Following the transaction, David S. Runk is reported as indirectly holding 66 shares of CITIZENS & NORTHERN CORP common stock, with the nature of ownership described as “By ESOP.”

Was the reported CZNC transaction under a Rule 10b5-1 trading plan?
The filing indicates the Rule 10b5-1 checkbox is not checked, and separately notes that the acquisition was an exempt ESOP transaction via dividend reinvestment under a dividend reinvestment plan.

What does indirect ownership by ESOP mean for this CZNC Form 4?
The Form 4 lists the ownership as indirect (code I) with nature of ownership “By ESOP.” This means the 66 CZNC shares reported after the transaction are held through an employee stock ownership plan, rather than directly in the insider’s own name.

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

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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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 PENNSYLVANIA 17044
(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
EXEC. VP AND STRATEGIC ADVISOR
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/20/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock08/20/2026J(1)V1A$25.8466IBy ESOP
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. Exempt acquisition in ESOP via dividend reinvestment under D/R plan.
/s/ Melinda S Kilburn for David Runk, 9/22/25, Attorney-in-Fact08/24/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR