Citizens & Northern (CZNC) EVP reports ESOP contribution, stock award and forfeiture

Rhea-AI Filing Summary

Citizens & Northern Corp Executive VP John M. Reber reported several equity changes in company stock. On January 9, he indirectly acquired 304 shares of common stock at $20.57 per share through an exempt year-end contribution to the ESOP, bringing his ESOP-related holdings to 9,835 shares.

On January 30, he received an award of 2,840 shares of restricted common stock at $21.865 per share, increasing his directly held shares to 35,412. That same day, 129 previously granted restricted shares were forfeited at a price of $0 because an earnings-based performance standard tied to the January 2026 vesting was not met, leaving 35,283 shares directly owned.

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).

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^*

REBER JOHN M

(Last) (First) (Middle)

755 BROWN ROAD

(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

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)		304	A	$20.57	9,835	I	By ESOP
Common Stock	01/30/2026		A(2)		2,840	A	$21.865	35,412	D
Common Stock	01/30/2026		D(3)		129	D	$0	35,283	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 John M Reber, 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.
* 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 insider transactions did CZNC Executive VP John M. Reber report?

John M. Reber reported three changes in Citizens & Northern Corp common stock holdings: an ESOP contribution of 304 shares, an award of 2,840 restricted shares, and the forfeiture of 129 restricted shares tied to an earnings-based performance condition linked to January 2026 vesting.

How many CZNC shares does John M. Reber own after these Form 4 transactions?

After the reported transactions, John M. Reber directly owns 35,283 Citizens & Northern Corp common shares and indirectly holds 9,835 shares through an ESOP. These totals reflect both a 2,840-share restricted stock award and the forfeiture of 129 performance-based restricted shares.

What was the nature of the 2,840-share CZNC transaction on January 30, 2026?

The 2,840-share transaction on January 30, 2026, was an award of restricted Citizens & Northern Corp common stock to Executive VP John M. Reber at $21.865 per share. This award increased his directly held position before giving effect to the same-day forfeiture of other restricted shares.

Why were 129 CZNC restricted shares forfeited in John M. Reber’s Form 4?

The 129 restricted Citizens & Northern Corp shares were forfeited at $0 because they were part of a grant from January 31, 2023 that was eligible to vest in January 2026 only if an earnings-based performance standard was met, which did not occur.

What does the ESOP-related transaction mean for CZNC insider ownership?

On January 9, 2026, 304 Citizens & Northern Corp shares were credited to John M. Reber indirectly through an ESOP as an exempt year-end contribution. This increased his ESOP-related indirect holdings to 9,835 shares, separate from his directly owned common stock.