CZNC officer reports dividend reinvestment and ESOP share gains

Rhea-AI Filing Summary

Citizens & Northern Corp (CZNC) executive vice president, counsel and corporate secretary reported small, routine share acquisitions in company stock. On 05/15/2025 he acquired 3 common shares at $19.66, on 08/15/2025 4 shares at $19.36, and on 11/14/2025 3 shares at $19.415, all through dividend reinvestment. Following these transactions, he directly owned 1,511 common shares.

On 11/19/2025, he also acquired 2 common shares at $19.46 through an employee stock ownership plan (ESOP) via dividend reinvestment and held 135 shares indirectly through the ESOP. All transactions are coded as exempt dividend reinvestments, indicating these are administrative ownership updates rather than open-market buying or selling.

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^*

James Glenn Richard

(Last) (First) (Middle)

710 SANDRA LANE

(Street)

NORRISTOWN PA 19403

(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)
	EVP COUNSEL, CORP SECRETARY

3. Date of Earliest Transaction (Month/Day/Year)
05/15/2025

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	05/15/2025		J(1)	V	3	A	$19.66	1,504	D
Common Stock	08/15/2025		J(1)	V	4	A	$19.36	1,508	D
Common Stock	11/14/2025		J(1)	V	3	A	$19.415	1,511	D
Common Stock	11/19/2025		J(2)	V	2	A	$19.46	135	I	By ESOP

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. Exempt acquisition in ESOP via dividend reinvestment under D/R plan.

	/s/ Melinda S Kilburn for Glenn Richard James, 3/20/2025, Attorney-in-Fact	11/26/2025
	** 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 transaction did CZNC report on this Form 4?

The Form 4 shows the Citizens & Northern Corp (CZNC) executive vice president, counsel and corporate secretary acquiring small amounts of common stock through dividend reinvestment and an ESOP, rather than selling shares.

How many CZNC shares did the officer acquire and at what prices?

The officer acquired 3 shares at $19.66 on 05/15/2025, 4 shares at $19.36 on 08/15/2025, 3 shares at $19.415 on 11/14/2025, and 2 shares at $19.46 on 11/19/2025.

What was the reporting persons CZNC share ownership after these transactions?

After the reported dividend reinvestment transactions, the officer beneficially owned 1,511 CZNC common shares directly and 135 shares indirectly through an ESOP.

Were the CZNC insider acquisitions open-market purchases?

No. The explanation states that the shares were acquired through reinvestment of cash dividends under a dividend reinvestment plan, and as an exempt acquisition in an ESOP via dividend reinvestment.

What do the footnotes on this CZNC Form 4 explain?

The footnotes explain that certain shares were acquired through reinvestment of cash dividend under a dividend reinvestment plan and as an exempt acquisition in ESOP via dividend reinvestment under D/R plan.

Who is the reporting person on this CZNC Form 4 and what is their role?

The reporting person is an officer of Citizens & Northern Corp with the title EVP Counsel, Corp Secretary, indicating a senior legal and corporate governance role.