Citizens & Northern (CZNC) CFO logs ESOP gain, restricted stock changes

Rhea-AI Filing Summary

Citizens & Northern Corp executive vice president and CFO Mark A. Hughes reported several equity transactions. On January 9, 2026, he indirectly acquired 340 shares of common stock at $20.57 through a year-end contribution to an ESOP, bringing his indirect ESOP holdings to 19,064 shares. On January 30, 2026, he received an award of 4,034 restricted shares of common stock at $21.865, increasing his direct holdings to 74,314 shares. That same day, 186 restricted shares were forfeited at $0 because a prior performance-based award granted on January 31, 2023 did not fully vest, leaving him with 74,128 directly held shares after the forfeiture.

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^*

HUGHES MARK A

(Last) (First) (Middle)

8839 ROUTE 6

(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)
	EXEC. VP AND CFO

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)		340	A	$20.57	19,064	I	By ESOP
Common Stock	01/30/2026		A(2)		4,034	A	$21.865	74,314	D
Common Stock	01/30/2026		D(3)		186	D	$0	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 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.

	/s/ Melinda S Kilburn for Mark A Hughes, 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.
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FAQ

What insider transactions did Citizens & Northern (CZNC) CFO Mark A. Hughes report?

Mark A. Hughes reported three stock transactions: a 340-share ESOP contribution on January 9, 2026, a 4,034-share restricted stock award on January 30, 2026, and a 186-share forfeiture of previously granted restricted stock on the same January 30, 2026 date.

How many Citizens & Northern (CZNC) shares does Mark A. Hughes own after these transactions?

After the reported transactions, Mark A. Hughes directly holds 74,128 Citizens & Northern common shares and indirectly holds 19,064 shares through an ESOP. These figures reflect the January 30, 2026 restricted stock award and forfeiture, plus the January 9, 2026 ESOP contribution.

What was the nature of the 340 CZNC shares acquired by Mark A. Hughes on January 9, 2026?

The 340 Citizens & Northern shares acquired on January 9, 2026 were an exempt transaction, described as a year-end contribution to an ESOP. Hughes holds these shares indirectly through the ESOP, at a reported transaction price of $20.57 per share.

What does the 4,034-share transaction on January 30, 2026 represent for CZNC’s CFO?

The 4,034-share transaction on January 30, 2026 is an award of restricted stock to Citizens & Northern’s CFO. It is coded as an acquisition at $21.865 per share and increased his directly held common stock to 74,314 shares before the same-day forfeiture adjustment.

Why were 186 Citizens & Northern (CZNC) restricted shares forfeited on January 30, 2026?

The 186 restricted shares forfeited on January 30, 2026 came from a grant dated January 31, 2023. They were eligible to vest in January 2026 but were forfeited because vesting depended on the corporation’s attainment of an earnings-based performance standard that was not fully met.

How are Mark A. Hughes’ indirect Citizens & Northern (CZNC) holdings structured?

His indirect holdings consist of 19,064 Citizens & Northern common shares held through an ESOP. This amount includes the exempt acquisition of 340 shares via a year-end ESOP contribution on January 9, 2026, as reported in the Form 4 insider filing.