Dividend reinvestment lifts Citizens & Northern (CZNC) insider holdings

Rhea-AI Filing Summary

Citizens & Northern Corp executive Stan R. Dunsmore reported small routine share increases from dividend reinvestment programs. An exempt transaction added 132 shares of common stock indirectly through an ESOP at $20.7964 per share, bringing that ESOP-related holding to 9,927 shares. A separate dividend reinvestment transaction added 1 share at $20.8150 held indirectly "By Child," bringing that indirect position to 92 shares. The filing also shows a direct holding of 23,700 common shares as of the same date.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Dunsmore Stan R

Role EXEC. VP, CHIEF CREDIT OFFICER

Type	Security	Shares	Price	Value
Other	Common Stock	132	$20.7964	$3K
Other	Common Stock	1	$20.815	$20.82
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 9,927 shares (Indirect, By ESOP); Common Stock — 23,700 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

ESOP dividend reinvestment: 132 shares at $20.7964 Indirect ESOP holding: 9,927 shares Child account reinvestment: 1 share at $20.8150 +3 more

6 metrics

ESOP dividend reinvestment 132 shares at $20.7964 Common Stock acquired indirectly via ESOP dividend reinvestment (J code)

Indirect ESOP holding 9,927 shares Common Stock held indirectly by ESOP after transaction

Child account reinvestment 1 share at $20.8150 Common Stock acquired indirectly "By Child" via dividend reinvestment (J code)

Indirect child holding 92 shares Common Stock held indirectly "By Child" after transaction

Direct holding 23,700 shares Common Stock held directly as of holding entry date

Restructuring shares total 133 shares Shares classified as restructuring-type (J code) transactions

Key Terms

dividend reinvestment plan, ESOP, Exempt acquisition, other acquisition or disposition

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."

other acquisition or disposition financial

"transaction_code_description: Other acquisition or disposition"

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^*

Dunsmore Stan R

(Last) (First) (Middle)

214 ROUTE 660

(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)
	EXEC. VP, CHIEF CREDIT OFFICER

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	1	A	$20.815	92	I	By Child
Common Stock	05/20/2026		J(2)	V	132	A	$20.7964	9,927	I	By ESOP
Common Stock								23,700	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. Exempt acquisition in ESOP via dividend reinvestment under D/R plan.

	/s/ Melinda S Kilburn for Stan R Dunsmore, 3/18/25, 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 Stan R. Dunsmore report at CITIZENS & NORTHERN CORP (CZNC)?

Stan R. Dunsmore reported small routine share increases from dividend reinvestment programs. He added 132 Citizens & Northern common shares through an ESOP and 1 share via a dividend reinvestment for a child, with no open-market buys or sells disclosed.

How many CITIZENS & NORTHERN CORP (CZNC) shares does Dunsmore hold after these transactions?

After these entries, Dunsmore holds 23,700 Citizens & Northern common shares directly. Indirectly, he holds 9,927 shares through an ESOP and 92 shares attributed "By Child," reflecting mainly long-term, plan-based ownership rather than trading activity.

What does the Form 4 J code mean in the CZNC insider filing for Dunsmore?

The J code on Dunsmore’s Form 4 indicates "other" acquisition or disposition transactions. In this case, it reflects exempt acquisitions via dividend reinvestment plans and ESOP dividend reinvestment, not discretionary open-market purchases or sales of Citizens & Northern Corp stock.

Were Dunsmore’s CITIZENS & NORTHERN CORP (CZNC) transactions part of a dividend reinvestment plan?

Yes. Footnotes state the shares were acquired through reinvestment of cash dividends under a dividend reinvestment plan and via ESOP dividend reinvestment. These are automatic plan transactions rather than active trading decisions in Citizens & Northern stock.

Did the CITIZENS & NORTHERN CORP (CZNC) insider filing show any stock sales by Dunsmore?

The filing does not show any open-market sales by Dunsmore. Reported activity consists of exempt "other" transactions tied to dividend reinvestment and ESOP reinvestment, plus a holding entry confirming his direct ownership position in Citizens & Northern common shares.