Citizens & Northern (CZNC) EVP reports ESOP contribution, stock grant and forfeiture

Rhea-AI Filing Summary

Citizens & Northern Corp EVP and Chief Information Officer Alexander Balagour reported several stock transactions involving company common shares. On January 9, 2026, 340 shares were acquired indirectly at $20.57 through an ESOP year-end contribution, bringing his indirect ESOP-related holdings to 2,104 shares.

On January 30, 2026, he received an award of 3,490 restricted shares at $20.865, reported as directly owned. The same day, 159 restricted shares were forfeited at a price of $0 because an earnings-based performance standard tied to a January 2026 vesting opportunity was not met, leaving him with 15,482 directly owned shares.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Balagour Alexander

Role EVP- CHIEF INFORMATION OFFICER

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	3,490	$20.865	$73K
Disposition	Common Stock	159	$0.00	--
Other	Common Stock	340	$20.57	$7K

Holdings After Transaction: Common Stock — 15,641 shares (Direct); Common Stock — 2,104 shares (Indirect, By ESOP)

Footnotes (1)

1. Exempt acquisition via year end contribution to ESOP. Award of Restricted Stock. Forfeiture of restricted shares granted 1/31/2023 that were eligible to vest in January 2026, based on the Corporation's attainment of an earnings-based performance standard.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 02/03/2026 - 03:50 PM Learn about SEC filing dates

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^*

Balagour Alexander

(Last) (First) (Middle)

45 TEAL DRIVE

(Street)

LANGHORNE PA 19047

(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)
	EVP- CHIEF INFORMATION OFFICER

3. Date of Earliest Transaction (Month/Day/Year)
01/09/2026

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	01/09/2026		J(1)		340	A	$20.57	2,104	I	By ESOP
Common Stock	01/30/2026		A(2)		3,490	A	$20.865	15,641	D
Common Stock	01/30/2026		D(3)		159	D	$0	15,482	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 via year end contribution to ESOP.

2. Award of Restricted Stock.

3. Forfeiture of restricted shares granted 1/31/2023 that were eligible to vest in January 2026, based on the Corporation's attainment of an earnings-based performance standard.

	/s/ Melinda S Kilburn for Alex Balagour, 3/18/25, Attorney-in-Fact	02/03/2026
	** 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.

FAQ

What insider transactions did CZNC executive Alexander Balagour report on this Form 4?

He reported three transactions in Citizens & Northern Corp common stock. These included an ESOP-related acquisition of 340 shares, a grant of 3,490 restricted shares, and the forfeiture of 159 restricted shares tied to an earnings-based performance standard scheduled to vest in January 2026.

How many Citizens & Northern (CZNC) shares does Alexander Balagour own after these transactions?

After the reported transactions, he beneficially owns 15,482 Citizens & Northern Corp common shares directly and 2,104 shares indirectly through an ESOP. These figures reflect the restricted stock award, the ESOP contribution, and the forfeiture of performance-based restricted shares during January 2026.

What was the nature of the ESOP-related CZNC stock acquisition reported by Alexander Balagour?

The 340-share acquisition on January 9, 2026 was described as an exempt transaction via a year-end contribution to an Employee Stock Ownership Plan. These shares are held indirectly, labeled as “By ESOP,” and increased his ESOP-related beneficial ownership to 2,104 Citizens & Northern Corp shares.

Why were 159 CZNC restricted shares forfeited by Alexander Balagour?

The filing states 159 restricted shares granted on January 31, 2023 were forfeited. They were eligible to vest in January 2026, but vesting depended on the corporation’s attainment of an earnings-based performance standard that was not achieved, resulting in forfeiture at a reported price of $0.

What price levels are associated with the CZNC stock transactions reported by Alexander Balagour?

The ESOP contribution reflects an acquisition price of $20.57 per share for 340 shares, while the restricted stock award on January 30, 2026 is reported at $20.865 per share for 3,490 shares. The 159 forfeited restricted shares are reported with a transaction price of $0.