Citizens & Northern (NASDAQ: CZNC) EVP reports tax-related share withholding

Rhea-AI Filing Summary

Citizens & Northern Corp executive vice president Thomas L. Rudy Jr. reported a tax-withholding disposition of 141 shares of common stock on February 20, 2026 at $23.67 per share, leaving 39,656 shares held directly.

On February 18, 2026, an additional 169 shares were involved in an "other" transaction classified as indirect ownership through an ESOP at $23.7621 per share, with 14,468 shares held indirectly by the ESOP and 21 shares held indirectly through a child.

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^*

RUDY THOMAS L JR

(Last) (First) (Middle)

12 GREENBRIAR DRIVE

(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

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)		169	A	$23.7621	14,468	I	By ESOP
Common Stock	02/20/2026		F(2)		141	D	$23.67	39,656	D
Common Stock								21	I	By Child

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. Shares acquired through reinvestment of cash dividend under a dividend reinvestment plan.

2. Payment of exercise price or tax liability by delivering or withholding securities incident to the receipt, exercise or vesting of a security issued in accordance with Rule 16b-3.

	/s/ Melinda S Kilburn for Thomas L Rudy, Jr, 3/18/25, Attorney-in-Fact	02/24/2026
	** 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.

FAQ

What insider transactions did CZNC executive Thomas L. Rudy Jr. report?

Thomas L. Rudy Jr. reported a tax-withholding disposition of 141 CZNC common shares at $23.67 on February 20, 2026. He also reported an “other” indirect transaction involving 169 shares through an ESOP at $23.7621 on February 18, 2026.

How many CZNC shares does Thomas L. Rudy Jr. hold after these transactions?

After these transactions, Thomas L. Rudy Jr. holds 39,656 CZNC shares directly. In addition, 14,468 shares are held indirectly through an ESOP and 21 shares are held indirectly through a child, reflecting his reported ownership positions.

Was the CZNC insider transaction an open-market sale or tax withholding?

The primary transaction was a tax-withholding disposition, not an open-market sale. Code F indicates shares were withheld to cover tax obligations related to equity compensation, at a reported price of $23.67 per share for 141 shares.

What does the ESOP-related transaction mean for CZNC insider ownership?

The ESOP-related entry records an “other” indirect transaction involving 169 shares at $23.7621. These shares are classified as owned indirectly “By ESOP,” resulting in 14,468 CZNC shares held for the insider through the plan.

What do the Form 4 footnotes indicate about CZNC share movements?

One footnote states shares were acquired via dividend reinvestment, meaning cash dividends were automatically used to buy additional CZNC shares. Another explains the tax-withholding disposition used shares to satisfy exercise or vesting-related tax obligations under Rule 16b-3.