Dividend reinvestment adds CITIZENS & NORTHERN (CZNC) shares for EVP Richard

Rhea-AI Filing Summary

CITIZENS & NORTHERN CORP executive James Glenn Richard reported two small, routine Form 4 transactions involving common stock linked to dividend reinvestment. On May 15, 10 shares were recorded as an "other" transaction at $20.8150 per share, leaving 3,059 shares held directly. On May 20, 5 additional shares were recorded at $20.7964 per share through an ESOP, bringing that indirect ESOP holding to 332 shares. Footnotes state both entries reflect exempt acquisitions via reinvestment of cash dividends under a dividend reinvestment plan, indicating mechanistic, plan-driven adjustments rather than discretionary open-market buying or selling.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider James Glenn Richard

Role EVP COUNSEL, CORP SECRETARY

Type	Security	Shares	Price	Value
Other	Common Stock	5	$20.7964	$103.98
Other	Common Stock	10	$20.815	$208.15

Holdings After Transaction: Common Stock — 332 shares (Indirect, By ESOP); Common Stock — 3,059 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

Other transaction shares (direct): 10 shares Other transaction shares (ESOP): 5 shares Direct holdings after May 15: 3,059 shares +2 more

5 metrics

Other transaction shares (direct) 10 shares Common Stock, code J on May 15 at $20.8150

Other transaction shares (ESOP) 5 shares Common Stock, code J on May 20 at $20.7964

Direct holdings after May 15 3,059 shares Common Stock directly owned following May 15 transaction

Indirect ESOP holdings after May 20 332 shares Common Stock held indirectly by ESOP after May 20 transaction

Dividend reinvestment total shares 15 shares Total restructuringShares across both code J 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^*

James Glenn Richard

(Last) (First) (Middle)

710 SANDRA LANE

(Street)

NORRISTOWN PENNSYLVANIA 19403

(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)
	EVP COUNSEL, CORP SECRETARY

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	10	A	$20.815	3,059	D
Common Stock	05/20/2026		J(2)	V	5	A	$20.7964	332	I	By ESOP

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 Glenn Richard James, 3/20/25, 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 did CITIZENS & NORTHERN (CZNC) executive James Glenn Richard report on this Form 4?

He reported two small "other" transactions in common stock. These reflect dividend reinvestment activity, not open-market trades, and modestly adjust his direct and ESOP-related holdings at specific per-share prices disclosed in the filing.

How many CITIZENS & NORTHERN (CZNC) shares were involved in James Glenn Richard’s transactions?

The filing shows 10 common shares in one transaction and 5 common shares in another. These total 15 shares, classified as other acquisitions or dispositions tied to dividend reinvestment rather than typical market purchases or sales.

What prices were used for the CITIZENS & NORTHERN (CZNC) dividend reinvestment transactions?

One transaction used a price of $20.8150 per share and the other used $20.7964 per share. These per-share figures apply to the small share amounts reinvested through the dividend reinvestment mechanisms described.

What are James Glenn Richard’s CITIZENS & NORTHERN (CZNC) holdings after these Form 4 transactions?

After the May 15 transaction, he holds 3,059 common shares directly. After the May 20 ESOP transaction, he holds 332 common shares indirectly through the ESOP, according to the totals shown following each respective transaction.

How does the ESOP affect CITIZENS & NORTHERN (CZNC) insider reporting for James Glenn Richard?

The ESOP-related shares are reported as indirect ownership, labeled "By ESOP." Dividend reinvestment within the ESOP is treated as an exempt acquisition, but still must be disclosed on Form 4 with updated share counts.

Are these CITIZENS & NORTHERN (CZNC) Form 4 transactions open-market buys or sells?

No. Both are classified with code J, described as other acquisition or disposition. Footnotes clarify they stem from dividend reinvestment, meaning routine plan activity rather than discretionary open-market buying or selling.