Citizens & Northern (CZNC) executive logs tax and ESOP share changes

Rhea-AI Filing Summary

Citizens & Northern Corp executive Stan R. Dunsmore reported routine share adjustments involving company common stock. On February 20, he disposed of 148 shares at $23.67 per share to cover tax obligations by delivering or withholding shares, leaving 23,700 direct shares owned.

Earlier, he reported two small indirect transactions coded as other: 114 shares at $23.7621 per share held through an ESOP on February 18, and 1 share at $23.59 held by a child on February 13. These filings reflect administrative and plan-related movements 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

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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)
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)		1	A	$23.59	91	I	By Child
Common Stock	02/18/2026		J(1)		114	A	$23.7621	9,795	I	By ESOP
Common Stock	02/20/2026		F(2)		148	D	$23.67	23,700	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 Stan R Dunsmore, 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).
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 did CITIZENS & NORTHERN (CZNC) executive Stan Dunsmore report on this Form 4?

Stan R. Dunsmore reported small, routine changes in his CITIZENS & NORTHERN common stock holdings. The filing shows one tax-related share disposition and two plan or family account adjustments, rather than open-market buying or selling activity.

How many CITIZENS & NORTHERN (CZNC) shares were used for tax withholding?

Dunsmore used 148 shares of CITIZENS & NORTHERN common stock at $23.67 per share to satisfy tax obligations. This tax-withholding disposition left him with 23,700 shares held directly after the transaction, according to the reported totals.

Were any CITIZENS & NORTHERN (CZNC) shares bought or sold on the open market?

The Form 4 does not show open-market purchases or sales. It reports a tax-withholding disposition using 148 shares and two small transactions coded as “other” involving ESOP and child-held accounts, which are administrative or plan-related adjustments.

What indirect CITIZENS & NORTHERN (CZNC) holdings did Dunsmore report?

Dunsmore reported indirect ownership through an ESOP and a child’s account. After the transactions, 9,795 shares were held indirectly via the ESOP and 91 shares via the child, reflecting small, ongoing adjustments in those indirect positions.

What do the transaction codes F and J mean for this CITIZENS & NORTHERN (CZNC) Form 4?

Code F indicates shares used to pay exercise price or tax liabilities by delivering or withholding stock. Code J represents other types of acquisitions or dispositions, such as plan-related or administrative movements, rather than standard market purchases or sales.