Citizens & Northern EVP adds 160 ESOP shares

CITIZENS & NORTHERN CORP (CZNC) executive vice president Thomas L. Rudy Jr. reported an indirect acquisition of 160 shares of common stock on 2026-08-20 through an ESOP, described as an exempt dividend reinvestment under a D/R plan.

Rhea-AI Filing Summary

CITIZENS & NORTHERN CORP (CZNC) executive vice president Thomas L. Rudy Jr. reported an indirect acquisition of 160 shares of common stock on 2026-08-20 through an ESOP, described as an exempt dividend reinvestment under a D/R plan. Following this, he indirectly holds 14,822 ESOP shares, directly holds 39,656 shares, and indirectly holds 22 shares by a child.

Insider Trade Summary

Other: 160 shares

Other 3 txns

Insider RUDY THOMAS L JR

Role EXEC. VP

Type	Security	Shares	Price	Value
Other	Common Stock F1	160	$25.84	$4K
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 14,822 shares (Indirect, By ESOP); Common Stock — 39,656 shares (Direct); Common Stock — 22 shares (Indirect, By Child)

Footnotes (1)

1. F1. Exempt acquisition in ESOP via dividend reinvestment under D/R plan.

Key Figures

ESOP acquisition: 160 shares Attributed price per share: $25.84 per share Indirect ESOP holdings after transaction: 14,822 shares +2 more

5 metrics

ESOP acquisition 160 shares Indirect acquisition of common stock on 2026-08-20 via ESOP dividend reinvestment

Attributed price per share $25.84 per share Price for the 160-share ESOP acquisition on 2026-08-20

Indirect ESOP holdings after transaction 14,822 shares Common stock indirectly owned through ESOP after 2026-08-20

Direct holdings after transaction 39,656 shares Common stock directly owned after 2026-08-20

Indirect holdings by child after transaction 22 shares Common stock indirectly owned "By Child" after 2026-08-20

Key Terms

ESOP, dividend reinvestment, D/R plan

3 terms

ESOP financial

"Indirect acquisition in ESOP via dividend reinvestment"

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

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did CZNC executive Thomas L. Rudy Jr. report?

He reported an indirect acquisition of 160 shares of CITIZENS & NORTHERN CORP common stock on 2026-08-20 through an ESOP, classified as an exempt acquisition via dividend reinvestment under a D/R plan.

At what price were the 160 CZNC shares attributed in the Form 4?

The 160 shares were recorded at $25.84 per share, as shown in the Form 4 entry for the ESOP dividend reinvestment acquisition on 2026-08-20.

How many CZNC shares does Thomas L. Rudy Jr. now hold through the ESOP?

After the reported transaction, he indirectly holds 14,822 shares of CITIZENS & NORTHERN CORP common stock through the ESOP.

What are Thomas L. Rudy Jr.’s direct CZNC share holdings after this filing?

His direct ownership is reported as 39,656 shares of CITIZENS & NORTHERN CORP common stock following the 2026-08-20 transactions.

Does the Form 4 show additional indirect CZNC holdings for Thomas L. Rudy Jr.?

Yes. Besides ESOP shares, the Form 4 reports 22 indirectly owned shares of CITIZENS & NORTHERN CORP common stock held “By Child.”

Was the CZNC insider transaction under a Rule 10b5-1 trading plan?

No. The Form 4’s Rule 10b5-1 checkbox is not marked as an affirmative plan; the transaction is described instead as an exempt ESOP dividend reinvestment under a D/R plan.

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

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Available on EDGAR 08/24/2026 - 03:57 PM EDT Accepted by SEC EDGAR 08/24/2026 - 03:56 PM EDT Learn about SEC filing dates

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^*

RUDY THOMAS L JR

(Last) (First) (Middle)

12 GREENBRIAR DRIVE

(Street)

WELLSBORO PENNSYLVANIA 16901

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EXEC. VP

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
08/20/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/20/2026		J(1)	V	160	A	$25.84	14,822	I	By ESOP
Common Stock								39,656	D
Common Stock								22	I	By Child

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 Thomas L Rudy, Jr, 3/18/25, Attorney-in-Fact	08/24/2026
	** 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.
* Form 4: SEC 1474 (03-26)