C&N (CZNC) CFO reports 225-share ESOP dividend reinvestment

Rhea-AI Filing Summary

CITIZENS & NORTHERN CORP executive vice president and CFO Mark A. Hughes reported an exempt ESOP transaction involving 225 shares of common stock at $23.7621 per share through dividend reinvestment under a dividend reinvestment plan. Following this, indirect ESOP-related holdings were 19,289 shares and direct holdings were 74,128 shares of common stock.

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^*

HUGHES MARK A

(Last) (First) (Middle)

8839 ROUTE 6

(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 AND CFO

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	225	A	$23.7621	19,289	I	By ESOP
Common Stock								74,128	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 Mark A Hughes, 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 CITIZENS & NORTHERN CORP (CZNC) report for its CFO?

CITIZENS & NORTHERN CORP reported an exempt ESOP transaction for CFO Mark A. Hughes involving 225 shares of common stock through dividend reinvestment, labeled as an “other acquisition or disposition” rather than a standard open-market buy or sell.

At what price were the 225 ESOP shares for CZNC recorded in the Form 4?

The 225 ESOP-related common shares were recorded at $23.7621 per share. This price reflects the value used for the dividend reinvestment transaction within the employee stock ownership plan, rather than an open-market purchase price set by the insider.

How many CITIZENS & NORTHERN CORP shares does the CFO hold indirectly after this filing?

After the ESOP dividend reinvestment transaction, indirect holdings associated with CFO Mark A. Hughes totaled 19,289 shares of CITIZENS & NORTHERN CORP common stock, held through the employee stock ownership plan rather than in a standard personal brokerage account.

What are the direct share holdings of the CZNC CFO reported in this Form 4?

The Form 4 shows CFO Mark A. Hughes with direct ownership of 74,128 shares of CITIZENS & NORTHERN CORP common stock. This figure is separate from his indirect holdings through the ESOP and reflects shares held in his own name.

How is the ESOP transaction for CZNC’s CFO classified in the Form 4?

The ESOP transaction is coded as “J,” described as an “other acquisition or disposition.” A footnote explains it as an exempt acquisition in the employee stock ownership plan through dividend reinvestment under a dividend reinvestment plan.

Does the CZNC Form 4 indicate a traditional insider buy or sell by the CFO?

The Form 4 does not show a traditional open-market buy or sell. Instead, it reports an exempt ESOP transaction coded as “other,” arising from dividend reinvestment within the employee stock ownership plan rather than discretionary trading by the CFO.