ESOP dividend reinvestment reported by Citizens & Northern (CZNC) EVP

Rhea-AI Filing Summary

CITIZENS & NORTHERN CORP Executive Vice President Blair T. Rush reported an exempt ESOP-related transaction in company common stock. On February 18, 2026, an ESOP acquired 34 shares through dividend reinvestment at $23.7621 per share, held indirectly. Following this, indirect ESOP holdings were 20,896 shares, and direct holdings were 30,963 shares.

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^*

Rush Blair T

(Last) (First) (Middle)

620 CIDER MILL LANE

(Street)

PERKASIE PA 18944

(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)
	EXECUTIVE VICE PRESIDENT

3. Date of Earliest Transaction (Month/Day/Year)
02/18/2026

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	02/18/2026		J(1)	V	34	A	$23.7621	20,896	I	by ESOP
Common Stock								30,963	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. Exempt acquisition in ESOP via dividend reinvestment under D/R plan.

	/s/ Melinda S Kilburn for Blair T Rush, 3/18/25, Attorney-in-Fact	02/27/2026
	** 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).
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FAQ

What insider transaction did CZNC executive Blair T. Rush report?

Blair T. Rush reported an exempt ESOP transaction involving 34 shares of CITIZENS & NORTHERN CORP common stock. The shares were acquired via dividend reinvestment under an ESOP dividend reinvestment plan on February 18, 2026, and are held indirectly through the ESOP.

Was the CZNC Form 4 transaction a typical buy or sell of shares?

The Form 4 does not report a standard open-market buy or sell. It records an exempt ESOP acquisition via dividend reinvestment, categorized as an “other acquisition or disposition,” rather than a discretionary purchase or sale by Blair T. Rush personally.

How many CZNC shares were involved in the ESOP dividend reinvestment?

The ESOP transaction involved 34 shares of CITIZENS & NORTHERN CORP common stock. These shares were credited through dividend reinvestment at a reported price of $23.7621 per share, increasing the ESOP’s indirect holdings associated with Blair T. Rush.

What are Blair T. Rush’s CZNC share holdings after this Form 4 event?

After the reported transaction, indirect ESOP holdings associated with Blair T. Rush were 20,896 CZNC shares, and his direct holdings were 30,963 CZNC shares. These figures reflect ownership positions as of the February 18, 2026 transaction date noted in the filing.

What does “by ESOP” mean in the CZNC Form 4 filing?

“By ESOP” indicates the shares are held indirectly through an Employee Stock Ownership Plan. In this case, the ESOP acquired 34 shares via dividend reinvestment, and Blair T. Rush is attributed indirect beneficial ownership of those plan-held CITIZENS & NORTHERN CORP shares.

How is the CZNC Form 4 transaction coded and what does it signify?

The transaction is coded “J,” described as “other acquisition or disposition.” Here it represents an exempt acquisition within the ESOP via dividend reinvestment, rather than a typical open‑market trade, aligning with the footnote explaining the dividend reinvestment plan.