Citizens & Northern (NASDAQ: CZNC) EVP reports ESOP and 1,530-share stock award

Rhea-AI Filing Summary

Citizens & Northern Corp executive James Glenn Richard reported two stock acquisitions. On January 9, 2026, 188 shares of common stock at $20.57 were acquired indirectly through an ESOP year-end contribution, raising his ESOP-related holdings to 323 shares. On January 30, 2026, he received an award of 1,530 shares of restricted common stock at $21.865, bringing his directly held position to 3,041 shares.

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)
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)		188	A	$20.57	323	I	By ESOP
Common Stock	01/30/2026		A(2)		1,530	A	$21.865	3,041	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. Exempt acquisition via year end contribution to ESOP.

2. Award of Restricted Stock.

	/s/ Melinda S Kilburn for Glenn Richard James, 3/20/25, 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.
* 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 transactions did CZNC executive James Glenn Richard report?

He reported two acquisitions of Citizens & Northern Corp common stock. One was 188 shares via an ESOP contribution, and the other was a 1,530-share restricted stock award, both recorded in January 2026 at prices around $20–$22 per share.

How many CZNC shares does James Glenn Richard own after these Form 4 transactions?

After the reported transactions, he holds 3,041 shares of Citizens & Northern Corp common stock directly and 323 shares indirectly through an ESOP. These figures reflect beneficial ownership following the January 9 and January 30, 2026 acquisition events.

What was the nature of the 188-share CZNC transaction on January 9, 2026?

The 188 shares of Citizens & Northern Corp common stock on January 9, 2026 were an exempt acquisition via a year-end ESOP contribution. They were acquired at $20.57 per share and are held indirectly through the employee stock ownership plan.

What is the 1,530-share Citizens & Northern Corp award reported on January 30, 2026?

On January 30, 2026, James Glenn Richard received an award of 1,530 shares of Citizens & Northern Corp restricted common stock. These shares were valued at $21.865 each and are held directly as part of his executive compensation package.

What is James Glenn Richard’s role at Citizens & Northern Corp (CZNC)?

He serves as Executive Vice President, Counsel, and Corporate Secretary at Citizens & Northern Corp. This senior officer role is disclosed in the Form 4, alongside his reported direct and indirect ownership of the company’s common stock.

Are the reported CZNC insider transactions purchases or compensation-related awards?

Both transactions are compensation-related. One is an exempt acquisition through a year-end ESOP contribution, and the other is an award of restricted stock. Neither transaction reflects an open-market purchase or sale by James Glenn Richard.