Form 4: David Runk receives 8,924 CZNC shares in merger conversion

Rhea-AI Filing Summary

On October 1, 2025 Susquehanna Community Financial, Inc. merged into Citizens & Northern Corporation. As part of the merger each Susquehanna share held by the reporting person converted into 0.80 shares of C&N common stock, with fractional shares cashed out at $19.48 per share. The reporting person, David S. Runk (Executive VP and Strategic Advisor), received 8,924 shares of C&N common stock by virtue of his 401(k) plan; the reported acquisition shows a price of $0 (non‑cash conversion). The closing market price for C&N on the transaction date was $19.68.

Positive

• Merger conversion preserved equity value by issuing 0.80 C&N shares per Susquehanna share
• Fractional shares receive $19.48 in cash, providing explicit treatment for fractions
• Reporting person retains exposure indirectly via a 401(k), maintaining alignment with company performance

Negative

• None.

Insights

Corporate Transactions Analyst

Merger resulted in share conversion at a 0.80 exchange ratio and cashing of fractions.

The reported Form 4 documents a non‑cash conversion of Susquehanna shares into 8,924 C&N shares under an exchange ratio of 0.80. Fractional shares were settled in cash at $19.48 per fractional share as specified.

This is a mechanical ownership change tied to the merger and reflects beneficial ownership through a 401(k) vehicle rather than an open‑market purchase or sale.

Insider Ownership Specialist

Reporting person now holds 8,924 C&N shares indirectly after the merger.

The Form 4 shows the post‑transaction beneficial ownership amount is 8,924 shares, held indirectly via the reporting person’s 401(k). The transaction code indicates acquisition by operation of law rather than a purchased transfer.

This change updates SEC disclosure of insider holdings but does not show cash consideration paid to the reporting person for whole shares.

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
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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).

1. Name and Address of Reporting Person^*

Runk David S

(Last) (First) (Middle)

1 SUNRISE COTTAGE LANE

(Street)

LEWISTOWN PA 17044

(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 STRATEGIC ADVISOR

3. Date of Earliest Transaction (Month/Day/Year)
10/01/2025

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	10/01/2025		A		8,924	A	$0	8,924(1)	I	By 401(k)

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. On October 1, 2025, Susquehanna Community Financial, Inc. ("Susquehanna") merged with and into Citizens & Northern Corporation, Inc. ("C&N"). Pursuant to the merger, each share of Susquehanna common stock held by the reporting person was converted into the right to receive 0.80 shares of C&N common stock (the Exchange Ratio), with an amount in cash, without interest, to be paid in lieu of fractional shares at $19.48 per share. The closing price of C&N common stock on October 1, 2025 was $19.68 per share.

	Amy T. Garraty for David S. Runk, 9-22-25, Attorney in Fact	10/03/2025
	** 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 did the Form 4 filed for CZNC disclose?

The Form 4 discloses that on 10/01/2025 Susquehanna merged into C&N and the reporting person received 8,924 C&N shares via conversion; fractional shares were cashed at $19.48 per share.

Who is the reporting person on this Form 4 for CZNC?

The reporting person is David S. Runk, identified as Executive Vice President and Strategic Advisor; the shares are held indirectly through his 401(k).

What was the exchange ratio used in the merger?

Each Susquehanna share converted into 0.80 shares of Citizens & Northern common stock according to the filing.

Were any shares bought or sold for cash by the reporting person?

No open‑market purchase or sale is shown; the Form 4 reports an acquisition by operation of law at a reported price of $0 for the converted shares; fractional share cash‑out occurred at $19.48 per share.

What was C&N's closing stock price on the transaction date?

The filing states the closing price for C&N common stock on 10/01/2025 was $19.68 per share.