Citizens & Northern (CZNC) CEO reports tax-withholding and ESOP share moves

Rhea-AI Filing Summary

Citizens & Northern Corp President and CEO J. Bradley Scovill reported several Common Stock transactions. On February 20, 2026, he had a tax-withholding disposition of 499 shares at $23.67 per share, related to covering an exercise price or tax liability under Rule 16b-3.

On February 18, 2026, an indirect ESOP account recorded an "other" transaction of 77 shares at $23.7621 per share. On February 13, 2026, a direct "other" transaction involved 433 shares at $23.43 per share, with a footnote indicating shares were acquired through reinvestment of a cash dividend under a dividend reinvestment plan.

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

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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^*

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)
02/13/2026

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	02/13/2026		J(1)		433	A	$23.43	133,851	D
Common Stock	02/18/2026		J(1)		77	A	$23.7621	6,610	I	by ESOP
Common Stock	02/20/2026		F(2)		499	D	$23.67	133,352	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. Shares acquired through reinvestment of cash dividend under a dividend reinvestment plan.

2. 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	02/24/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What insider transactions did CZNC’s CEO report on this Form 4?

The CEO reported a tax-withholding disposition of 499 Common Stock shares at $23.67, plus two "other" transactions totaling 510 shares tied to an ESOP account and dividend reinvestment activity, all recorded in mid-February 2026.

What does the tax-withholding disposition mean for CZNC’s CEO holdings?

The tax-withholding disposition involved using 499 shares, valued at $23.67 each, to cover an exercise price or tax liability under Rule 16b-3. This is an administrative step linked to equity awards rather than an open-market share sale.

How many CZNC shares were involved in the ESOP-related transaction?

An indirect ESOP-related transaction on February 18, 2026 covered 77 Common Stock shares at $23.7621 per share. This was classified as an "other" acquisition or disposition and reported as indirectly owned through an ESOP account.

What is the dividend reinvestment transaction reported for CZNC?

On February 13, 2026, 433 Common Stock shares at $23.43 per share were reported as an "other" transaction. A footnote explains these shares were acquired through reinvestment of a cash dividend under a dividend reinvestment plan.

Did the CZNC Form 4 show any open-market buys or sells by the CEO?

The Form 4 did not classify any transaction as an open-market buy or sell. It shows a tax-withholding disposition under Rule 16b-3 and two "other" transactions, including ESOP activity and dividend reinvestment, instead of discretionary market trades.

How are direct and indirect CZNC share holdings reported for the CEO?

The filing shows both direct and indirect ownership. The tax-withholding and dividend reinvestment transactions relate to directly held shares, while the 77-share transaction is indirectly held "by ESOP," reflecting shares attributed through an employee stock ownership plan.