Executive at Citizens & Northern (CZNC) gets 2,982-share award

Rhea-AI Filing Summary

Citizens & Northern Corp executive vice president Thomas L. Rudy Jr. reported several common stock transactions. On January 9, 2026, an exempt year-end contribution added 320 shares to an ESOP account at $20.57 per share, bringing that indirect ESOP holding to 14,299 shares. He also indirectly held 21 shares through a child.

On January 30, 2026, he received an award of 2,982 restricted shares at $21.865 per share and had 135 restricted shares forfeited from a 2023 grant that depended on an earnings-based performance standard. On January 31, 2025, 434 shares were withheld to cover exercise price or taxes, leaving him with 40,231 directly owned shares after the January 30, 2026 transactions.

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)
01/09/2026

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	01/09/2026		J(1)		320	A	$20.57	14,299	I	By ESOP
Common Stock	01/30/2026		A(2)		2,982	A	$21.865	40,366	D
Common Stock	01/30/2026		D(3)		135	D	$0	40,231	D
Common Stock	01/31/2025		F(4)		434	D	$22.41	39,797	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. Exempt acquisition via year end contribution to ESOP.

2. Award of Restricted Stock.

3. Forfeiture of restricted shares granted 1/31/2023 that were eligible to vest in January 2026, based on the Corporation's attainment of an earnings-based performance standard.

4. 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	02/03/2026
	** 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).
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FAQ

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

Thomas L. Rudy Jr., executive vice president of Citizens & Northern Corp, reported ESOP contributions, a restricted stock award, a forfeiture tied to performance, and share withholding for taxes, all involving the company’s common stock over 2025 and January 2026.

How many Citizens & Northern (CZNC) shares did the EVP receive as restricted stock?

He received an award of 2,982 shares of Citizens & Northern common stock as restricted stock on January 30, 2026, at a reported value of $21.865 per share, increasing his directly owned stake before subsequent withholding and forfeiture transactions.

What was the ESOP contribution reported for Citizens & Northern (CZNC)?

An exempt year-end contribution added 320 Citizens & Northern common shares to an ESOP account associated with Thomas L. Rudy Jr. on January 9, 2026, at a reported value of $20.57 per share, bringing that indirect ESOP holding to 14,299 shares.

Why were some restricted Citizens & Northern (CZNC) shares forfeited?

135 restricted shares granted on January 31, 2023 were forfeited. They had been eligible to vest in January 2026 based on the corporation’s attainment of an earnings-based performance standard, and the forfeiture reflects the performance condition described in the filing.

How many CZNC shares does the EVP own directly after the reported transactions?

After the January 30, 2026 transactions, Thomas L. Rudy Jr. directly owned 40,231 shares of Citizens & Northern common stock. He also had indirect holdings through an ESOP account and 21 shares held by a child, as disclosed.

What was the purpose of the 434 CZNC shares used on January 31, 2025?

On January 31, 2025, 434 Citizens & Northern common shares were delivered or withheld to pay an exercise price or tax liability associated with vesting or exercise of a security issued under Rule 16b-3, according to the explanatory footnote.