Restricted stock award boosts Citizens & Northern (CZNC) share holdings

Rhea-AI Filing Summary

Dorwart Stephen M reported acquisition or exercise transactions in this Form 4 filing.

CITIZENS & NORTHERN CORP director Stephen M. Dorwart reported a stock-based compensation grant. He received an award of 1,080 shares of Common Stock as Restricted Stock at a reference price of $23.15 per share, increasing his directly held Common Stock to 14,404 shares. The filing also lists 6,548 shares of Common Stock held indirectly through a corporation.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Dorwart Stephen M

Role null

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

Holdings After Transaction: Common Stock — 14,404 shares (Direct, null); Common Stock — 6,548 shares (Indirect, By Corporation)

Footnotes (1)

1. [object Object]

Key Figures

Restricted Stock award: 1,080 shares Grant reference price: $23.15 per share Direct holdings after grant: 14,404 shares +1 more

4 metrics

Restricted Stock award 1,080 shares Common Stock grant to Stephen M. Dorwart

Grant reference price $23.15 per share Value used for 1,080-share award

Direct holdings after grant 14,404 shares Common Stock directly held post-transaction

Indirect holdings 6,548 shares Common Stock held indirectly "By Corporation"

Key Terms

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

4 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.

Indirect ownership financial

""direct_or_indirect": "I", "nature_of_ownership": "By Corporation""

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^*

Dorwart Stephen M

(Last) (First) (Middle)

234 CEDAR ROAD

(Street)

MULLICA HILL NEW JERSEY 08062

(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	14,404	D
Common Stock								6,548	I	By Corporation

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 Stephen M Dorwart, 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 insider transaction did CITIZENS & NORTHERN CORP (CZNC) report for Stephen M. Dorwart?

Stephen M. Dorwart reported receiving 1,080 shares of CITIZENS & NORTHERN CORP Common Stock as a Restricted Stock award. This is classified as a grant or award acquisition rather than an open-market purchase or sale.

At what price was Stephen M. Dorwart’s Restricted Stock award in CZNC recorded?

The 1,080-share Restricted Stock award to Stephen M. Dorwart was recorded at $23.15 per share. This price is used for reporting purposes in the Form 4 and reflects the value assigned to the compensation grant.

How many CITIZENS & NORTHERN CORP shares does Stephen M. Dorwart hold directly after the grant?

After the 1,080-share Restricted Stock grant, Stephen M. Dorwart directly holds 14,404 shares of CITIZENS & NORTHERN CORP Common Stock. This figure comes from the post-transaction balance reported in the Form 4 filing.

Does Stephen M. Dorwart have indirect holdings of CZNC stock in this Form 4?

Yes. The Form 4 shows 6,548 shares of CITIZENS & NORTHERN CORP Common Stock held indirectly, labeled as "By Corporation." This line is categorized as a holding entry, not a new purchase or sale transaction.

Is Stephen M. Dorwart’s CZNC Form 4 transaction a buy or a compensation grant?

The transaction is a compensation grant, not an open-market buy. It is coded as an "A" transaction, described as a grant, award, or other acquisition, and footnoted specifically as an Award of Restricted Stock.