Dividend reinvestment lifts Citizens & Northern (NASDAQ: CZNC) CEO holdings

Rhea-AI Filing Summary

CITIZENS & NORTHERN CORP President and CEO J. Bradley Scovill reported routine dividend-related share movements. On May 15, 490 shares of Common Stock were acquired through reinvestment of a cash dividend under a dividend reinvestment plan at $20.89 per share, bringing his direct holdings to 133,842 shares.

On May 20, an additional 89 shares were acquired as an exempt acquisition in an ESOP via dividend reinvestment at $20.7964 per share, resulting in 6,699 shares held indirectly through the ESOP. These are classified as “other” transactions, not open-market buys or sells.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider SCOVILL J BRADLEY

Role PRESIDENT AND CEO

Type	Security	Shares	Price	Value
Other	Common Stock	89	$20.7964	$2K
Other	Common Stock	490	$20.89	$10K

Holdings After Transaction: Common Stock — 6,699 shares (Indirect, by ESOP); Common Stock — 133,842 shares (Direct, null)

Footnotes (1)

1. Shares acquired through reinvestment of cash dividend under a dividend reinvestment plan. Exempt acquisition in ESOP via dividend reinvestment under D/R plan.

Key Figures

Dividend reinvestment shares (direct): 490 shares Dividend reinvestment price (direct): $20.89/share Direct holdings after transaction: 133,842 shares +4 more

7 metrics

Dividend reinvestment shares (direct) 490 shares Common Stock acquired via dividend reinvestment plan on May 15

Dividend reinvestment price (direct) $20.89/share Price per share for 490 DRIP shares on May 15

Direct holdings after transaction 133,842 shares Common Stock directly owned after May 15 transaction

ESOP dividend reinvestment shares 89 shares Common Stock acquired via ESOP dividend reinvestment on May 20

ESOP reinvestment price $20.7964/share Price per share for 89 ESOP shares on May 20

Indirect ESOP holdings after transaction 6,699 shares Common Stock held indirectly through ESOP after May 20

Total restructuring shares 579 shares Shares classified as restructuring-type ‘J’ transactions in summary

Key Terms

dividend reinvestment plan, ESOP, Exempt acquisition, Common Stock

4 terms

dividend reinvestment plan financial

"Shares acquired through reinvestment of cash dividend under a dividend reinvestment plan."

A dividend reinvestment plan lets shareholders automatically use cash dividends to buy more shares of the same company instead of receiving the money. It matters to investors because it turns regular payouts into a steady way to grow ownership and take advantage of compound returns—like having your savings automatically buy additional slices of a pie over time—while often reducing transaction costs and smoothing purchase timing.

ESOP financial

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

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.

Exempt acquisition financial

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

Common Stock financial

"security_title: "Common Stock""

Common stock represents ownership shares in a company, giving investors a stake in its success and a say in important decisions through voting rights. It is the most common type of stock traded on markets and can provide income through dividends, as well as potential for value growth. For investors, holding common stock means sharing in the company’s profits and risks.

Form 4 Insider Transactions: What Each Field Means →

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^*

SCOVILL J BRADLEY

(Last) (First) (Middle)

47 WALNUT STREET

(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)
	PRESIDENT AND CEO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/15/2026

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	05/15/2026		J(1)	V	490	A	$20.89	133,842	D
Common Stock	05/20/2026		J(2)	V	89	A	$20.7964	6,699	I	by ESOP

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. Shares acquired through reinvestment of cash dividend under a dividend reinvestment plan.

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

	/s/ Melinda S Kilburn for J Bradley Scovill, 3/20/25, Attorney-in-Fact	05/21/2026
	** 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)

FAQ

What insider activity did CZNC CEO J. Bradley Scovill report?

J. Bradley Scovill reported two routine “other” transactions involving Common Stock. Shares were acquired through dividend reinvestment in a standard plan and in an ESOP, rather than through open-market buying or selling, indicating mechanical, dividend-related adjustments to his holdings.

How many Citizens & Northern (CZNC) shares were added via dividend reinvestment?

A total of 579 Common Stock shares were added through dividend reinvestment mechanisms. This includes 490 shares in a dividend reinvestment plan and 89 shares as an exempt acquisition in an ESOP, reflecting automatic reinvestment of cash dividends rather than discretionary trades.

What are J. Bradley Scovill’s direct CZNC share holdings after these transactions?

After the May 15 dividend reinvestment transaction, J. Bradley Scovill directly holds 133,842 shares of Citizens & Northern Common Stock. This figure reflects his post-transaction direct ownership and helps investors understand the scale of his equity stake following the routine adjustment.

How many CZNC shares does the CEO hold indirectly through the ESOP?

Following the May 20 ESOP dividend reinvestment, 6,699 Citizens & Northern Common Stock shares are held indirectly for J. Bradley Scovill through the ESOP. These ESOP shares represent an employee benefit plan interest rather than directly held stock in a personal brokerage account.

Were the recent CZNC insider transactions open-market purchases or sales?

No, the reported transactions were not open-market purchases or sales. Both are coded as “J” for other acquisition or disposition and are described as dividend reinvestments, including an exempt ESOP acquisition, making them automatic, plan-driven adjustments instead of discretionary market trades.