Citizens & Northern (CZNC) EVP logs stock award, tax withholding and forfeiture

Rhea-AI Filing Summary

Citizens & Northern Corp executive Stan R. Dunsmore reported several equity compensation-related share changes in January 2026. On January 30, 2026, he received an award of 3,134 shares of common stock at $21.865 per share, increasing his directly held stake to 24,445 shares before subsequent adjustments.

Also on January 30, 455 shares at $22.41 were withheld to cover exercise price or tax obligations tied to equity vesting, and 142 restricted shares were forfeited after an earnings-based performance condition on a January 31, 2023 grant was not fully met, leaving 23,848 directly owned shares. Earlier, on January 9, 2026, an exempt acquisition of 337 shares at $20.57 was made through an ESOP, raising his indirect ESOP-related holdings to 9,681 shares, with an additional 90 shares indirectly held by a child.

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^*

Dunsmore Stan R

(Last) (First) (Middle)

214 ROUTE 660

(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, CHIEF CREDIT OFFICER

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)		337	A	$20.57	9,681	I	By ESOP
Common Stock	01/30/2026		A(2)		3,134	A	$21.865	24,445	D
Common Stock	01/30/2026		F(3)		455	D	$22.41	23,990	D
Common Stock	01/30/2026		D(4)		142	D	$0	23,848	D
Common Stock								90	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. 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.

4. 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.

	/s/ Melinda S Kilburn for Stan R Dunsmore, 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.
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FAQ

What insider transactions did CZNC executive Stan R. Dunsmore report in January 2026?

Stan R. Dunsmore reported multiple January 2026 transactions in Citizens & Northern Corp common stock. These included an award of restricted stock, tax-related share withholding, a forfeiture of performance-based restricted shares, and an exempt acquisition through an ESOP, plus indirect holdings by a child.

How many Citizens & Northern (CZNC) shares were awarded to Stan R. Dunsmore?

On January 30, 2026, Stan R. Dunsmore received an award of 3,134 shares of Citizens & Northern Corp common stock at a value of $21.865 per share. This award increased his directly held position before subsequent tax and forfeiture-related adjustments reported the same day.

Why were some of Stan R. Dunsmore’s CZNC shares withheld on January 30, 2026?

On January 30, 2026, 455 Citizens & Northern Corp shares at $22.41 were disposed of to pay exercise price or tax liabilities. This occurred in connection with the receipt, exercise, or vesting of equity granted under Rule 16b-3, as described in the accompanying footnote.

What is the nature of the forfeited CZNC restricted shares reported by Dunsmore?

The filing notes a forfeiture of 142 restricted Citizens & Northern Corp shares on January 30, 2026. These shares came from a grant dated January 31, 2023 that was eligible to vest in January 2026, tied to an earnings-based performance standard that was not fully attained.

How many CZNC shares does Stan R. Dunsmore hold directly and indirectly after these transactions?

After the reported January 30, 2026 transactions, Dunsmore directly held 23,848 Citizens & Northern Corp shares. Indirectly, he held 9,681 shares through an ESOP position dated January 9, 2026 and an additional 90 shares reported as held by a child.

What does the ESOP-related transaction in CZNC stock represent for Dunsmore?

On January 9, 2026, Dunsmore recorded an exempt acquisition of 337 Citizens & Northern Corp shares at $20.57 via a year-end contribution to an ESOP. This raised his ESOP-related indirect beneficial ownership to 9,681 shares according to the reported holding balance.