CITIZENS & NORTHERN (CZNC) director receives 1,080-share restricted stock grant

Rhea-AI Filing Summary

CITIZENS & NORTHERN CORP director Frank G. Pellegrino received an award of restricted stock. He acquired 1,080 shares of common stock as a grant valued at $23.15 per share. Following this compensation-related award, he directly holds 49,622 shares of the company’s common stock.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Pellegrino Frank G

Role null

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	1,080	$23.15	$25K

Holdings After Transaction: Common Stock — 49,622 shares (Direct, null)

Footnotes (1)

1. [object Object]

Key Figures

Restricted stock grant: 1,080 shares Implied grant price: $23.15 per share Post-grant holdings: 49,622 shares

3 metrics

Restricted stock grant 1,080 shares Award of restricted common stock

Implied grant price $23.15 per share Valuation reference for restricted stock award

Post-grant holdings 49,622 shares Direct common stock owned after grant

Key Terms

Restricted Stock, Grant, award, or other acquisition, Common Stock

3 terms

Restricted Stock financial

"Award of Restricted Stock."

Shares granted to an individual that carry limits on transfer or sale until certain conditions are met, such as staying with the company for a set time or hitting performance targets. Think of them as a locked gift that gradually opens; for investors they matter because they affect how many shares may enter the market later, signal management incentives and potential dilution, and reveal confidence in future company performance.

Grant, award, or other acquisition financial

"transaction_code_description: Grant, award, or other acquisition"

Common Stock financial

"security_title: Common Stock"

Common stock represents ownership shares in a company, giving investors a stake in its success and a say in important decisions through voting rights. It is the most common type of stock traded on markets and can provide income through dividends, as well as potential for value growth. For investors, holding common stock means sharing in the company’s profits and risks.

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^*

Pellegrino Frank G

(Last) (First) (Middle)

2050 POCO FARM ROAD

(Street)

WILLIAMSPORT PENNSYLVANIA 17701

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/23/2026

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	04/23/2026		A(1)		1,080	A	$23.15	49,622	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. Award of Restricted Stock.

	/s/ Melinda S. Kilburn for Frank G. Pellegrino, 3/20/25, Attorney-in-Fact	04/24/2026
	** 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 did CITIZENS & NORTHERN CORP (CZNC) director Frank Pellegrino report in this Form 4?

Frank G. Pellegrino reported receiving an award of 1,080 shares of CITIZENS & NORTHERN CORP common stock. The shares were granted as restricted stock at $23.15 per share, increasing his direct holdings to 49,622 shares after the transaction.

Was the CITIZENS & NORTHERN CORP (CZNC) transaction an open-market buy or a stock grant?

The transaction was a stock grant, not an open-market purchase. The Form 4 shows code “A” for a grant, with a footnote stating it is an award of restricted stock, reflecting compensation rather than a discretionary market trade.

How many CITIZENS & NORTHERN CORP (CZNC) shares did Frank Pellegrino acquire?

Frank G. Pellegrino acquired 1,080 shares of CITIZENS & NORTHERN CORP common stock. These shares were granted as restricted stock, which typically vests over time according to company compensation plans and is not an immediate cash transaction.

What is Frank Pellegrino’s total CITIZENS & NORTHERN CORP (CZNC) ownership after this Form 4?

After the award, Frank G. Pellegrino directly holds 49,622 shares of CITIZENS & NORTHERN CORP common stock. This total includes the 1,080 restricted shares granted in the reported transaction and reflects his post-transaction direct ownership position.

What does the ‘Award of Restricted Stock’ footnote mean for CZNC’s Form 4 filing?

The ‘Award of Restricted Stock’ footnote confirms the 1,080 shares were granted as restricted stock. Such awards are typically part of director compensation, subject to vesting or holding conditions, and do not represent an open-market stock purchase or sale.