Citizens & Northern (NASDAQ: CZNC) EVP adds ESOP shares

Rhea-AI Filing Summary

CITIZENS & NORTHERN CORP executive vice president Harold F. Hoose III reported updated ownership of the company’s common stock. He recorded an exempt acquisition of 222 shares indirectly through an ESOP via dividend reinvestment at $20.7964 per share. Following this transaction, he holds 43,704 shares directly and 16,699 shares indirectly through the ESOP.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Hoose Harold F III

Role EXEC. VP

Type	Security	Shares	Price	Value
Other	Common Stock	222	$20.7964	$5K
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 16,699 shares (Indirect, By ESOP); Common Stock — 43,704 shares (Direct, null)

Footnotes (1)

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Key Figures

ESOP shares acquired: 222 shares Dividend reinvestment price: $20.7964 per share Direct holdings after transaction: 43,704 shares +2 more

5 metrics

ESOP shares acquired 222 shares Exempt acquisition via dividend reinvestment

Dividend reinvestment price $20.7964 per share Price for 222 ESOP shares acquired

Direct holdings after transaction 43,704 shares Common stock held directly after holding entry

Indirect ESOP holdings after transaction 16,699 shares Common stock held indirectly via ESOP

Restructuring shares 222 shares Other acquisition or disposition (J code)

Key Terms

ESOP, dividend reinvestment, Exempt acquisition, Other acquisition or disposition

4 terms

ESOP financial

"By ESOP"

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.

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^*

Hoose Harold F III

(Last) (First) (Middle)

286 HUNTER'S TRAIL ROAD

(Street)

WELLSBORO PENNSYLVANIA 16901

(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)
	EXEC. VP

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/20/2026

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	05/20/2026		J(1)	V	222	A	$20.7964	16,699	I	By ESOP
Common Stock								43,704	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 Harold F Hoose, III, 04/24/25, 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 insider transaction did CZNC executive Harold F. Hoose III report?

Harold F. Hoose III reported an exempt acquisition of 222 shares of Citizens & Northern common stock. The shares were acquired indirectly through an ESOP via dividend reinvestment at $20.7964 per share, updating his reported ownership position.

How many Citizens & Northern (CZNC) shares does Harold F. Hoose III now hold?

After the reported transactions, Harold F. Hoose III holds 43,704 Citizens & Northern common shares directly. He also has 16,699 shares held indirectly through an ESOP, reflecting ownership updated as of the reported transaction date.

What does the ESOP dividend reinvestment mean in the CZNC Form 4 filing?

The filing notes an exempt acquisition in an ESOP via dividend reinvestment. This means cash dividends on ESOP-held Citizens & Northern shares were automatically used to buy 222 additional shares at $20.7964, increasing the reported indirect holdings.

Was the CZNC insider transaction a market buy or sell of shares?

The reported activity was not an open-market buy or sell. It was coded as an “other” transaction and described as an exempt acquisition in an ESOP via dividend reinvestment, a plan-driven mechanism rather than a discretionary trade.

How many CZNC shares are held indirectly by Harold F. Hoose III through the ESOP?

Following the exempt ESOP acquisition, Harold F. Hoose III’s indirect holdings through the ESOP total 16,699 Citizens & Northern common shares. This figure includes the additional 222 shares acquired via dividend reinvestment under the plan.