CZNC (CZNC) exec reports tax withholding and dividend reinvestment share changes

Rhea-AI Filing Summary

CITIZENS & NORTHERN CORP executive Tracy Ellen Watkins reported several routine share movements involving company common stock. On February 20, 2026, she disposed of 111 shares at $23.67 per share to satisfy tax obligations related to equity compensation, leaving 11,147 shares held directly.

Additional Form 4 entries on February 13 and 18, 2026 are classified as "other" transactions at prices around the mid‑$23 range. A footnote explains that some shares were acquired through dividend reinvestment, indicating these were administrative, plan-related adjustments rather than open-market trading.

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

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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^*

Watkins Tracy Ellen

(Last) (First) (Middle)

1972 NORTH WILLIAMSON ROAD

(Street)

COVINGTON PA 16917

(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)
02/13/2026

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	02/13/2026		J(1)		83	A	$23.59	11,258	D
Common Stock	02/18/2026		J(1)		77	A	$23.7621	6,655	I	by ESOP
Common Stock	02/20/2026		F(2)		111	D	$23.67	11,147	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. 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 Tracy E Watkins, 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).
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FAQ

What insider transactions did CZNC executive Tracy Ellen Watkins report?

Tracy Ellen Watkins reported one tax-related share disposition and two other administrative transactions in CITIZENS & NORTHERN CORP common stock. These included 111 shares withheld for taxes and additional adjustments tied to dividend reinvestment and other plan-related activity, rather than open-market trading.

How many CZNC shares were disposed of for taxes by Tracy Ellen Watkins?

Watkins reported a disposition of 111 CZNC common shares at $23.67 per share to cover tax obligations on equity compensation. This tax-withholding transaction reduced her directly held balance to 11,147 shares immediately after the event, according to the Form 4 filing details.

Were Tracy Ellen Watkins’ CZNC transactions open-market buys or sells?

The reported CZNC transactions were not open-market buys or sells. One was a tax-withholding disposition of 111 shares related to equity awards, and others were classified as "other" transactions, with a footnote indicating acquisition through a dividend reinvestment plan.

What does the dividend reinvestment footnote mean for CZNC insider activity?

The footnote states that some shares were acquired by reinvesting cash dividends under a dividend reinvestment plan. This means additional CZNC shares were accumulated automatically through a plan mechanism, reflecting administrative share increases rather than discretionary market purchases by the executive.

How many CZNC shares did Tracy Ellen Watkins hold after the tax-withholding transaction?

After the tax-withholding disposition of 111 shares on February 20, 2026, Watkins directly held 11,147 CZNC common shares. Separate indirect holdings through an ESOP are reported, with 6,655 shares shown following a related "other" transaction earlier in February.

What do the 'J' coded CZNC transactions for Tracy Ellen Watkins represent?

The 'J' coded transactions are labeled as "other acquisition or disposition" of CZNC common stock. One footnote explains that shares were acquired via dividend reinvestment, suggesting these entries reflect plan-based adjustments, not traditional buy or sell orders placed in the open market.