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CZNC CFO adds 213 shares via ESOP dividends

CITIZENS & NORTHERN CORP (CZNC) executive vice president and CFO Mark A. Hughes reported an indirect acquisition of 213 shares of common stock on 2026-08-20.

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

CITIZENS & NORTHERN CORP (CZNC) executive vice president and CFO Mark A. Hughes reported an indirect acquisition of 213 shares of common stock on 2026-08-20. The shares were acquired by an ESOP through dividend reinvestment under a D/R plan, as disclosed. Following this, Hughes holds 19,761 shares indirectly via the ESOP and 74,128 shares directly.

Positive

  • None.

Negative

  • None.
Insider HUGHES MARK A
Role EXEC. VP AND CFO
Type Security Shares Price Value
Other Common Stock F1 213 $25.84 $6K
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 19,761 shares (Indirect, By ESOP); Common Stock — 74,128 shares (Direct)
Footnotes (1)
  1. F1. Exempt acquisition in ESOP via dividend reinvestment under D/R plan.
Shares acquired indirectly 213 shares of Common Stock Exempt ESOP acquisition via dividend reinvestment on 2026-08-20
Transaction price per share $25.84 per share Price for the 213-share ESOP acquisition
Indirect holdings after transaction 19,761 shares of Common Stock Held indirectly by ESOP following the acquisition
Direct holdings after transaction 74,128 shares of Common Stock Direct ownership position reported as of 2026-08-20
ESOP financial
"Exempt acquisition in ESOP via dividend reinvestment under D/R plan."
An Employee Stock Ownership Plan (ESOP) is a program that gives employees ownership shares in their company, often as part of their benefits package. It acts like a company-sponsored savings plan, allowing workers to have a stake in the company's success, which can boost motivation and loyalty. For investors, ESOPs can influence company decisions and stock value, making them an important aspect of corporate ownership and governance.
dividend reinvestment financial
"Exempt acquisition in ESOP via dividend reinvestment under D/R plan."
Dividend reinvestment is when the money earned from a company's profit sharing, called dividends, is automatically used to buy more shares of that company instead of being received as cash. This process helps investors grow their holdings over time without extra effort, much like using earned interest to buy more of a savings account. It encourages long-term investment growth by continuously increasing the amount of shares owned.
D/R plan financial
"Exempt acquisition in ESOP via dividend reinvestment under D/R plan."
Other acquisition or disposition financial
"transaction_code_description: Other acquisition or disposition"

FAQ

What insider transaction did CZNC CFO Mark A. Hughes report?
Mark A. Hughes reported acquiring 213 shares of CITIZENS & NORTHERN CORP common stock on 2026-08-20 through an ESOP via dividend reinvestment under a D/R plan, at a reported price of $25.84 per share.

How many CZNC shares does Mark A. Hughes hold after this Form 4 transaction?
After the reported transaction, Mark A. Hughes holds 19,761 shares of CZNC common stock indirectly through an ESOP and 74,128 shares directly.

Was the CZNC insider transaction by Mark A. Hughes a purchase or part of a plan?
The transaction is reported as an exempt acquisition in an ESOP via dividend reinvestment under a D/R plan, coded as an “other acquisition or disposition” (code J), not a market purchase or sale.

What price per share is reported for the CZNC ESOP acquisition?
The filing reports a transaction price of $25.84 per share for the 213 shares of CITIZENS & NORTHERN CORP common stock acquired indirectly via the ESOP.

Are the acquired CZNC shares held directly or indirectly by Mark A. Hughes?
The 213 acquired shares are held indirectly by Mark A. Hughes, described as held “By ESOP.” His direct holdings are reported separately as 74,128 shares.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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SEC Form 4
FORM 4UNITED 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*
HUGHES MARK A
(Last)(First)(Middle)
8839 ROUTE 6
(Street)
WELLSBORO PENNSYLVANIA 16901
(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
EXEC. VP AND CFO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/20/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock08/20/2026J(1)V213A$25.8419,761IBy ESOP
Common Stock74,128D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. Exempt acquisition in ESOP via dividend reinvestment under D/R plan.
/s/ Melinda S Kilburn for Mark A Hughes, 3/18/25, Attorney-in-Fact08/24/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR