Citizens & Northern exec boosts CZNC stake through DRIP and ESOP

Rhea-AI Filing Summary

Citizens & Northern Corp (CZNC) executive vice president and chief credit officer Stan R. Dunsmore reported routine share acquisitions under dividend reinvestment plans. On 11/14/2025, he indirectly acquired 2 shares of common stock at $19.415 by a child through reinvestment of a cash dividend. On 11/19/2025, he indirectly acquired 132 shares of common stock at $19.46 through an ESOP via dividend reinvestment. Following these transactions, he beneficially owned 90 shares indirectly by child, 9,344 shares indirectly by ESOP, and 21,311 shares directly.

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
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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 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)
	EXEC. VP, CHIEF CREDIT OFFICER

3. Date of Earliest Transaction (Month/Day/Year)
11/14/2025

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	11/14/2025		J(1)	V	2	A	$19.415	90	I	By Child
Common Stock	11/19/2025		J(2)	V	132	A	$19.46	9,344	I	By ESOP
Common Stock								21,311	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	11/26/2025
	** 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 activity did CZNC report for Stan R. Dunsmore?

Stan R. Dunsmore, an executive vice president and chief credit officer of Citizens & Northern Corp, reported acquiring common stock through dividend reinvestment in a child account and an ESOP.

How many CZNC shares were acquired through dividend reinvestment?

Dunsmore acquired 2 shares of common stock on 11/14/2025 at $19.415 via a dividend reinvestment plan for a child and 132 shares on 11/19/2025 at $19.46 via dividend reinvestment in an ESOP.

What is Stan R. Dunsmore’s total beneficial ownership of CZNC shares after the transactions?

After the reported transactions, Dunsmore beneficially owned 90 shares indirectly by child, 9,344 shares indirectly by ESOP, and 21,311 shares directly in Citizens & Northern Corp.

What was the nature of the Form 4 transactions for CZNC?

The transactions were coded as J and described as shares acquired through reinvestment of cash dividends under a dividend reinvestment plan and an ESOP dividend reinvestment.

Is the reported CZNC insider ownership held directly or indirectly?

Dunsmore holds 21,311 shares of CZNC common stock directly, and holds 90 shares indirectly by child and 9,344 shares indirectly through an ESOP.

Who signed the CZNC Form 4 for Stan R. Dunsmore?

The Form 4 was signed /s/ Melinda S Kilburn for Stan R Dunsmore as attorney-in-fact, dated 11/26/2025.