CZNC Form 4: EVP Cwiklinski reports ESOP dividend share buy

Rhea-AI Filing Summary

Citizens & Northern Corp (CZNC) Form 4 reports a small insider share acquisition through a benefit plan. Executive Vice President and Chief Commercial Lending Officer Kelley A. Cwiklinski acquired 36 shares of Citizens & Northern common stock on 11/19/2025 at a price of $19.46 per share. The acquisition was recorded as an indirect holding through the company’s ESOP and is described as an exempt acquisition via dividend reinvestment under a dividend reinvestment plan.

After this transaction, Cwiklinski beneficially owned 2,503 shares indirectly through the ESOP, 455 shares indirectly through a spouse’s IRA, and 26,719 shares held directly. The filing is signed by an attorney-in-fact on Cwiklinski’s behalf.

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^*

Cwiklinski Kelley A

(Last) (First) (Middle)

317 YARDLEY-NEWTOWN ROAD

(Street)

YARDLEY PA 19067

(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)
	EVP CHIEF COMM LENDING OFFICER

3. Date of Earliest Transaction (Month/Day/Year)
11/19/2025

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	11/19/2025		J(1)	V	36	A	$19.46	2,503	I	By ESOP
Common Stock								455	I	By Spouse's IRA
Common Stock								26,719	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 in ESOP via dividend reinvestment under D/R plan.

	/s/ Melinda S Kilburn for Kelley A Cwiklinski, 3/26/25, Attorney-in-Fact	11/26/2025
	** 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 CZNC Form 4 filed for Kelley A. Cwiklinski report?

The Form 4 reported that EVP and Chief Commercial Lending Officer Kelley A. Cwiklinski acquired 36 shares of Citizens & Northern Corp common stock on 11/19/2025 through the company’s ESOP.

At what price were the new Citizens & Northern (CZNC) shares acquired?

The 36 shares of CZNC common stock were acquired at a price of $19.46 per share.

How many CZNC shares does Kelley A. Cwiklinski beneficially own after this transaction?

After the transaction, Cwiklinski beneficially owns 2,503 shares indirectly via the ESOP, 455 shares indirectly via a spouse’s IRA, and 26,719 shares held directly.

What is the nature of the CZNC share acquisition reported on this Form 4?

The acquisition is classified as an exempt acquisition in the ESOP via dividend reinvestment under a dividend reinvestment plan.

What is Kelley A. Cwiklinski’s role at Citizens & Northern Corp (CZNC)?

Kelley A. Cwiklinski is reported as an officer of Citizens & Northern Corp, serving as EVP Chief Commercial Lending Officer.

Is the CZNC Form 4 filed by more than one reporting person?

No. The Form 4 indicates that it is filed by one reporting person.

Who signed the Citizens & Northern (CZNC) Form 4 for Kelley A. Cwiklinski?

The Form 4 was signed “/s/ Melinda S Kilburn for Kelley A Cwiklinski, Attorney-in-Fact”, dated 11/26/2025.