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CITIZENS & NORTHERN (NASDAQ: CZNC) exec logs ESOP, child dividend reinvestment

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

CITIZENS & NORTHERN CORP executive Thomas L. Rudy Jr. reported routine indirect ownership changes in company common stock tied to dividend reinvestment activity. On May 20, 2026, 194 shares were acquired indirectly through an ESOP via reinvestment of a cash dividend under a dividend reinvestment plan, bringing that ESOP-held position to 14,662 shares.

On May 15, 2026, 1 share was acquired indirectly for a child at $20.8150 per share under the same dividend reinvestment framework, bringing that indirect child-held position to 22 shares. A direct holding line dated May 15, 2026 shows 39,656 shares held directly after the reported activity. The filing does not reflect any open‑market purchases or sales; the coded transactions are described as other acquisitions or dispositions related to reinvested dividends.

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Insider RUDY THOMAS L JR
Role EXEC. VP
Type Security Shares Price Value
Other Common Stock 194 $20.7964 $4K
Other Common Stock 1 $20.815 $20.82
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 14,662 shares (Indirect, By ESOP); Common Stock — 39,656 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.
ESOP dividend reinvestment 194 shares at $20.7964 Common Stock acquired indirectly via ESOP on May 20, 2026
Indirect child account reinvestment 1 share at $20.8150 Common Stock acquired indirectly "By Child" on May 15, 2026
Indirect ESOP holdings after transaction 14,662 shares Common Stock held indirectly via ESOP after May 20, 2026 transaction
Indirect child holdings after transaction 22 shares Common Stock held indirectly "By Child" after May 15, 2026 transaction
Direct holdings after reported activity 39,656 shares Common Stock held directly as of May 15, 2026 holding entry
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.
indirect ownership financial
"Ownership is reported as indirect, including positions "By ESOP" and "By Child"."
other acquisition or disposition financial
"Transaction code J is described as Other acquisition or disposition."
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
RUDY THOMAS L JR
(Last)(First)(Middle)
12 GREENBRIAR DRIVE
(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
EXEC. VP
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/15/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock05/15/2026J(1)V1A$20.81522IBy Child
Common Stock05/20/2026J(2)V194A$20.796414,662IBy ESOP
Common Stock39,656D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount 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 Thomas L Rudy, Jr, 3/18/25, Attorney-in-Fact05/21/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider activity did CZNC executive Thomas L. Rudy Jr. report in this Form 4?

He reported indirect ownership changes from dividend reinvestment. 194 shares were added through an ESOP and 1 share for a child, both described as other transactions tied to reinvested cash dividends under a dividend reinvestment plan.

Were there any open-market buys or sells of CITIZENS & NORTHERN CORP (CZNC) stock in this filing?

No open-market buys or sells are shown. The coded transactions are “other acquisition or disposition” (code J) and footnotes state they arise from reinvestment of cash dividends under a dividend reinvestment plan, including an exempt ESOP acquisition.

How many CZNC shares were added through the ESOP dividend reinvestment?

The ESOP acquired 194 common shares via dividend reinvestment. A footnote explains this was an exempt acquisition in an ESOP through dividend reinvestment under a dividend reinvestment plan, increasing the ESOP-held indirect ownership position to 14,662 shares.

What are Thomas L. Rudy Jr.’s direct holdings of CZNC after these transactions?

A holding line dated May 15, 2026 shows 39,656 CZNC common shares held directly after the reported activity. This direct position is separate from indirect holdings through the ESOP and shares held for a child, which are reported with their own post-transaction balances.

How many CZNC shares are reported as held indirectly for the executive’s child?

Following a 1-share addition at $20.8150 per share coded as an “other” transaction, the indirect position reported as “By Child” totals 22 CZNC common shares. This transaction is also tied to dividend reinvestment activity under a dividend reinvestment plan.

What does transaction code J mean in this CZNC Form 4?

Transaction code J is described as “other acquisition or disposition.” In this Form 4, the J-coded entries are linked by footnotes to reinvestment of cash dividends under a dividend reinvestment plan, including an exempt ESOP acquisition and a small indirect acquisition for a child.