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  4. [Form 4] CITIZENS & NORTHERN CORP Insider Trading Activity

Citizens & Northern EVP adds 31 dividend-plan shares

CITIZENS & NORTHERN CORP (CZNC) reported an insider transaction by Executive Vice President Blair T. Rush.

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

CITIZENS & NORTHERN CORP (CZNC) reported an insider transaction by Executive Vice President Blair T. Rush. On 2026-08-20, an exempt acquisition of 31 Common Stock shares occurred at $25.84 per share through an ESOP via dividend reinvestment under a D/R plan, reported as indirect ownership. Following this, Rush indirectly held 2,966 shares through the ESOP and directly held 30,963 shares of Common Stock.

Positive

  • None.

Negative

  • None.
Insider Rush Blair T
Role EXECUTIVE VICE PRESIDENT
Type Security Shares Price Value
Other Common Stock F1 31 $25.84 $801.04
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 2,966 shares (Indirect, by ESOP); Common Stock — 30,963 shares (Direct)
Footnotes (1)
  1. F1. Exempt acquisition in ESOP via dividend reinvestment under D/R plan.
Shares acquired 31 shares of Common Stock Exempt ESOP acquisition via dividend reinvestment on 2026-08-20
Transaction price per share $25.84 per share Price for 31 ESOP-acquired Common Stock shares
Indirect holdings after transaction 2,966 shares Common Stock held indirectly by ESOP after 2026-08-20 acquisition
Direct holdings after transaction 30,963 shares Common Stock held directly after reported transactions
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.
dividend reinvestment financial
"Exempt acquisition in ESOP via dividend reinvestment under D/R plan"
Dividend reinvestment is when the money earned from a company's profit sharing, called dividends, is automatically used to buy more shares of that company instead of being received as cash. This process helps investors grow their holdings over time without extra effort, much like using earned interest to buy more of a savings account. It encourages long-term investment growth by continuously increasing the amount of shares owned.
D/R plan financial
"Exempt acquisition in ESOP via dividend reinvestment under D/R plan"
indirect ownership financial
"reported as indirect ownership by ESOP"

FAQ

What insider transaction did CZNC report for Blair T. Rush on 2026-08-20?
CZNC reported that Blair T. Rush had an exempt acquisition of 31 Common Stock shares on 2026-08-20 at $25.84 per share, executed through an ESOP via dividend reinvestment under a D/R plan and reported as indirect ownership.

How many CZNC shares does Blair T. Rush hold directly after this Form 4?
After the reported transactions, Blair T. Rush holds 30,963 shares of CZNC Common Stock as direct ownership, according to the holdings line in the Form 4.

How many CZNC shares does Blair T. Rush hold indirectly through the ESOP?
Following the exempt acquisition via dividend reinvestment, Blair T. Rush holds 2,966 shares of CZNC Common Stock as indirect ownership by ESOP.

What was the price per share for the ESOP acquisition reported for CZNC?
The ESOP-related acquisition for CZNC Common Stock was reported at a price of $25.84 per share for the 31 shares acquired via dividend reinvestment.

Was the CZNC insider transaction under a Rule 10b5-1 trading plan?
The filing indicates the Rule 10b5-1 checkbox as false, and the footnote describes the event as an exempt acquisition in ESOP via dividend reinvestment under a D/R plan, not as a 10b5-1 trading plan transaction.

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SEC Form 4
FORM 4UNITED 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*
Rush Blair T
(Last)(First)(Middle)
620 CIDER MILL LANE
(Street)
PERKASIE PENNSYLVANIA 18944
(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
EXECUTIVE VICE PRESIDENT
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/20/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock08/20/2026J(1)V31A$25.842,966Iby ESOP
Common Stock30,963D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. Exempt acquisition in ESOP via dividend reinvestment under D/R plan.
/s/ Melinda S Kilburn for Blair T Rush, 3/18/25, Attorney-in-Fact08/24/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR