Citizens & Northern (CZNC) CEO reports equity grants, forfeiture and tax withholding

Rhea-AI Filing Summary

Citizens & Northern Corp’s president and CEO J. Bradley Scovill reported multiple equity-compensation transactions in January 2026. On January 9, 2026, an employee stock ownership plan account acquired 340 common shares at $20.57, raising his indirectly held ESOP balance to 6,533 shares.

On January 30, 2026, he received an award of 10,376 restricted common shares at $21.865, then forfeited 472 restricted shares tied to an earnings-based performance standard. He also had 1,519 shares withheld at $22.41 to cover exercise price or tax obligations, leaving him with 133,418 directly held shares.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider SCOVILL J BRADLEY

Role PRESIDENT AND CEO

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	10,376	$21.865	$227K
Disposition	Common Stock	472	$0.00	--
Tax Withholding	Common Stock	1,519	$22.41	$34K
Other	Common Stock	340	$20.57	$7K

Holdings After Transaction: Common Stock — 135,409 shares (Direct); Common Stock — 6,533 shares (Indirect, by ESOP)

Footnotes (1)

1. Exempt acquisition via year end contribution to ESOP. Award of Restricted Stock. 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. Payment of exercise price or tax liability by delivering or withholding securities incident to the receipt, exercise or vesting of a security issued in accordance with Rule 16b-3.

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 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)
	PRESIDENT AND CEO

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)		340	A	$20.57	6,533	I	by ESOP
Common Stock	01/30/2026		A(2)		10,376	A	$21.865	135,409	D
Common Stock	01/30/2026		D(3)		472	D	$0	134,937	D
Common Stock	01/30/2026		F(4)		1,519	D	$22.41	133,418	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.

4. Payment of exercise price or tax liability by delivering or withholding securities incident to the receipt, exercise or vesting of a security issued in accordance with Rule 16b-3.

	/s/ Melinda S Kilburn for J Bradley Scovill, 3/20/25, 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’s CEO report in January 2026?

Citizens & Northern’s CEO reported several equity events in January 2026, including an ESOP contribution, a restricted stock award, a forfeiture, and shares withheld for tax or exercise costs, all affecting his direct and indirect common stock holdings.

How many Citizens & Northern (CZNC) shares were awarded to the CEO?

The CEO received an award of 10,376 shares of common stock on January 30, 2026 at $21.865 per share as restricted stock. This grant increased his directly held stake before subsequent forfeiture and tax-withholding related share reductions.

What is the CEO’s direct Citizens & Northern share ownership after these Form 4 trades?

After the January 30, 2026 transactions, the CEO directly owned 133,418 shares of CZNC common stock. This figure reflects the restricted stock award, the forfeiture of 472 shares, and 1,519 shares withheld to satisfy exercise price or tax obligations.

What Citizens & Northern shares does the CEO hold indirectly through an ESOP?

Through an employee stock ownership plan, the CEO indirectly held 6,533 CZNC shares after a 340-share acquisition on January 9, 2026 at $20.57 per share. The transaction is described as an exempt year-end contribution to the ESOP account.

Why were some of the CEO’s Citizens & Northern restricted shares forfeited?

The Form 4 notes that 472 restricted shares granted on January 31, 2023 were forfeited. These shares were eligible to vest in January 2026, but vesting depended on the corporation’s attainment of an earnings-based performance standard that was not fully met.

Why were 1,519 CZNC shares disposed of at $22.41 in the Form 4?

The Form 4 explains that 1,519 shares at $22.41 were withheld to pay exercise price or tax liabilities. This occurred in connection with the receipt, exercise, or vesting of a security issued under Rule 16b-3 equity compensation arrangements.