Citizens & Northern (CZNC) CFO updates insider holdings via ESOP

Rhea-AI Filing Summary

Citizens & Northern Corp (CZNC) reported an insider stock transaction by its Executive Vice President and Chief Financial Officer. On 11/19/2025, the officer acquired 266 shares of CZNC common stock at a price of $19.46 per share. The transaction is coded as an exempt acquisition under an employee stock ownership plan (ESOP) via dividend reinvestment, meaning it reflects reinvested dividends rather than an open-market purchase.

Following this transaction, the officer beneficially owned 18,724 shares indirectly through the ESOP and 70,280 shares directly. This filing is primarily a disclosure of updated ownership levels for a senior executive rather than a corporate event.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider HUGHES MARK A

Role EXEC. VP AND CFO

Type	Security	Shares	Price	Value
Other	Common Stock	266	$19.46	$5K
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 18,724 shares (Indirect, By ESOP); Common Stock — 70,280 shares (Direct)

Footnotes (1)

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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^*

HUGHES MARK A

(Last) (First) (Middle)

8839 ROUTE 6

(Street)

WELLSBORO PA 16901

(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)
	EXEC. VP AND CFO

3. Date of Earliest Transaction (Month/Day/Year)
11/19/2025

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	11/19/2025		J(1)	V	266	A	$19.46	18,724	I	By ESOP
Common Stock								70,280	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 Mark A Hughes, 3/18/25, Attorney-in-Fact	11/26/2025
	** 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 transaction did CZNC disclose in this Form 4?

CZNC disclosed that its Executive Vice President and CFO acquired 266 shares of common stock on 11/19/2025 through an exempt ESOP dividend reinvestment transaction at $19.46 per share.

How many CZNC shares does the reporting officer own after this transaction?

After the transaction, the officer beneficially owned 18,724 shares indirectly through the ESOP and 70,280 shares directly.

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

The transaction code J in this Form 4 is explained as an exempt acquisition in an ESOP via dividend reinvestment under a dividend reinvestment plan.

Was the CZNC insider transaction an open-market purchase?

No. The filing states it was an exempt acquisition in ESOP via dividend reinvestment, indicating it arose from reinvested dividends rather than an open-market trade.

What is the role of the reporting person in CZNC?

The reporting person is an officer of CZNC, serving as Executive Vice President and Chief Financial Officer.

Is this CZNC Form 4 filed by more than one reporting person?

No. The Form 4 is indicated as filed by one reporting person only.