Citizens & Northern (CZNC) EVP adds 198 ESOP shares via dividend reinvestment

Rhea-AI Filing Summary

Citizens & Northern Corp (CZNC) reported an insider equity change by its Executive Vice President, Thomas L. Rudy, Jr., on a Form 4. On 11/19/2025, he acquired 198 shares of common stock indirectly through the company ESOP at a price of $19.46 per share. The transaction is coded "J" and described as an exempt acquisition via dividend reinvestment under a D/R plan.

After this transaction, Rudy beneficially owns 13,979 shares indirectly through the ESOP, 37,384 shares directly, and 21 shares indirectly through a child. The filing is made by one reporting person and reflects ongoing equity ownership alignment between the executive and Citizens & Northern Corp.

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

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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^*

RUDY THOMAS L JR

(Last) (First) (Middle)

12 GREENBRIAR DRIVE

(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)
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	198	A	$19.46	13,979	I	By ESOP
Common Stock								37,384	D
Common Stock								21	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	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 insider transaction did CZNC report on this Form 4?

The Form 4 reports that Executive Vice President Thomas L. Rudy, Jr. acquired 198 shares of Citizens & Northern Corp common stock through the ESOP on 11/19/2025.

At what price were the new CZNC shares acquired by the executive?

The 198 ESOP shares of Citizens & Northern Corp common stock were acquired at a price of $19.46 per share.

How were the CZNC shares acquired according to the Form 4?

The transaction is coded "J" and explained as an exempt acquisition in the ESOP via dividend reinvestment under a D/R plan.

How many CZNC shares does Thomas L. Rudy, Jr. own after this transaction?

Following the transaction, he beneficially owns 13,979 shares indirectly through the ESOP, 37,384 shares directly, and 21 shares indirectly through a child.

What is the reporting person’s role at Citizens & Northern Corp (CZNC)?

The reporting person, Thomas L. Rudy, Jr., is an Officer of Citizens & Northern Corp, serving as Executive Vice President.

Is this CZNC Form 4 filed by one or multiple reporting persons?

The Form 4 is indicated as being filed by one reporting person, not by a group.