Citizens & Northern (CZNC) EVP reports restricted stock grant and tax share sale

Rhea-AI Filing Summary

Citizens & Northern Corp executive Kelley A. Cwiklinski reported routine equity compensation and related tax withholding transactions. On January 30, 2026, Cwiklinski received an award of 3,650 shares of common stock at $21.865 per share as restricted stock, increasing direct holdings to 30,369 shares. That same day, 463 shares at $22.41 were disposed of to cover the exercise price or tax liability tied to equity awards, leaving 29,906 shares held directly. Earlier, on January 9, 2026, an exempt acquisition of 340 shares at $20.57 occurred via a year-end contribution to an ESOP, bringing that indirect ESOP position to 2,843 shares, and 455 shares were reported as indirectly held in the spouse’s IRA.

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^*

Cwiklinski Kelley A

(Last) (First) (Middle)

317 YARDLEY-NEWTOWN ROAD

(Street)

YARDLEY PA 19067

(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)
	EVP CHIEF COMM LENDING OFFICER

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	2,843	I	By ESOP
Common Stock	01/30/2026		A(2)		3,650	A	$21.865	30,369	D
Common Stock	01/30/2026		F(3)		463	D	$22.41	29,906	D
Common Stock								455	I	By Spouse's IRA

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. 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 Kelley A Cwiklinski, 3/26/25, 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 Kelley Cwiklinski report on this Form 4?

Kelley A. Cwiklinski reported a restricted stock award and related tax share withholding. The filing shows 3,650 Citizens & Northern common shares awarded, 463 shares withheld to cover tax or exercise costs, plus an ESOP contribution and spouse IRA holdings.

How many CZNC shares did Kelley Cwiklinski receive as restricted stock?

Cwiklinski received 3,650 restricted shares of Citizens & Northern common stock. The award on January 30, 2026 was priced at $21.865 per share, increasing direct ownership to 30,369 shares immediately after the grant, before subsequent tax-related withholding.

How many CZNC shares were withheld for taxes or exercise costs on this Form 4?

The filing reports 463 shares disposed of to cover tax or exercise obligations. On January 30, 2026, these Citizens & Northern common shares were withheld at $22.41 per share, reducing Kelley Cwiklinski’s direct holdings from 30,369 to 29,906 shares.

What ESOP-related Citizens & Northern (CZNC) shares does Kelley Cwiklinski report?

The Form 4 shows an exempt ESOP acquisition of 340 CZNC shares. This year-end contribution on January 9, 2026, at $20.57 per share, brought the ESOP-related indirect position to 2,843 common shares held on behalf of Cwiklinski.

How many CZNC shares does Kelley Cwiklinski hold directly after the reported transactions?

After the reported January 30, 2026 transactions, Cwiklinski directly holds 29,906 shares. Direct ownership first rose to 30,369 shares from the restricted stock award, then fell to 29,906 following the 463-share tax or exercise withholding.

What indirect CZNC holdings through a spouse’s IRA are disclosed for Kelley Cwiklinski?

The Form 4 reports 455 Citizens & Northern shares held through a spouse’s IRA. These shares are listed as indirectly owned as of January 9, 2026, separate from Cwiklinski’s direct holdings and ESOP-related indirect position.