CZNC (CZNC) EVP adds shares via exempt ESOP dividend reinvestment

Rhea-AI Filing Summary

CITIZENS & NORTHERN CORP executive Alexander Balagour reported an exempt ESOP dividend reinvestment transaction. On February 18, 2026, 25 shares of common stock were acquired indirectly through an employee stock ownership plan at $23.7621 per share via dividend reinvestment. Following this transaction, indirect ESOP holdings were 2,129 shares, and directly held common stock was 15,482 shares.

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^*

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)
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	25	A	$23.7621	2,129	I	By ESOP
Common Stock								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 in ESOP via dividend reinvestment under D/R plan

	/s/ Melinda S Kilburn for Alex Balagour, 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).
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 activity did CZNC executive Alexander Balagour report?

Alexander Balagour reported an exempt acquisition of CZNC common stock through an employee stock ownership plan. The transaction was a dividend reinvestment of 25 shares at $23.7621 per share, increasing his indirect ESOP holdings while leaving net buy/sell activity neutral.

How many CZNC shares were involved in Alexander Balagour’s latest Form 4?

The Form 4 shows 25 CZNC common shares acquired indirectly through an ESOP dividend reinvestment. After this transaction, Balagour reported 2,129 shares held indirectly via the ESOP and 15,482 shares held directly, with no open-market buying or selling indicated.

Was the CZNC Form 4 transaction an open-market trade or a plan reinvestment?

The CZNC Form 4 transaction was a plan reinvestment, not an open-market trade. A footnote states it was an exempt acquisition in an employee stock ownership plan via dividend reinvestment under a dividend reinvestment plan, reflecting routine plan activity.

What is Alexander Balagour’s CZNC share ownership after the reported transaction?

After the reported transaction, Alexander Balagour holds 2,129 CZNC common shares indirectly through an ESOP and 15,482 shares directly. The reported activity reflects an exempt ESOP dividend reinvestment and does not show any traditional market buy or sell orders.

What does transaction code J mean in the CZNC Form 4 filing?

Transaction code J in the CZNC Form 4 is described as “Other acquisition or disposition.” In this case, a footnote clarifies it represents an exempt acquisition of common stock in an ESOP through dividend reinvestment, rather than a standard market purchase or sale.