Citizens & Northern (NASDAQ: CZNC) exec grows stake via DRIP

Rhea-AI Filing Summary

Citizens & Northern Corp executive John M. Reber reported routine share increases through dividend reinvestment plans. On May 15, he had an “other” transaction involving 418 shares of Common Stock at $20.8150 per share, linked to a dividend reinvestment plan.

On May 20, an additional 134 shares were acquired indirectly via the company ESOP at $20.7964 per share as an exempt acquisition through dividend reinvestment. Following these transactions, Reber holds 36,060 shares directly and 10,085 shares indirectly through the ESOP.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider REBER JOHN M

Role EXEC. VP

Type	Security	Shares	Price	Value
Other	Common Stock	134	$20.7964	$3K
Other	Common Stock	418	$20.815	$9K

Holdings After Transaction: Common Stock — 10,085 shares (Indirect, By ESOP); Common Stock — 36,060 shares (Direct, null)

Footnotes (1)

1. Shares acquired through reinvestment of cash dividend under a dividend reinvestment plan. Exempt acquisition in ESOP via dividend reinvestment under D/R plan.

Key Figures

Dividend reinvestment shares (direct): 418 shares at $20.8150 Dividend reinvestment shares (ESOP): 134 shares at $20.7964 Total restructuring shares: 552 shares +2 more

5 metrics

Dividend reinvestment shares (direct) 418 shares at $20.8150 Common Stock, transaction code J on May 15

Dividend reinvestment shares (ESOP) 134 shares at $20.7964 Common Stock via ESOP, transaction code J on May 20

Total restructuring shares 552 shares Classified as restructuring-type “other” transactions

Post-transaction direct holdings 36,060 shares Common Stock held directly after May 15 transaction

Post-transaction ESOP holdings 10,085 shares Common Stock held indirectly via ESOP after May 20 transaction

Key Terms

dividend reinvestment plan, ESOP, exempt acquisition, Common Stock

4 terms

dividend reinvestment plan financial

"Shares acquired through reinvestment of cash dividend under a dividend reinvestment plan"

A dividend reinvestment plan lets shareholders automatically use cash dividends to buy more shares of the same company instead of receiving the money. It matters to investors because it turns regular payouts into a steady way to grow ownership and take advantage of compound returns—like having your savings automatically buy additional slices of a pie over time—while often reducing transaction costs and smoothing purchase timing.

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.

exempt acquisition financial

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

Common Stock financial

"security_title": "Common Stock""

Common stock represents ownership shares in a company, giving investors a stake in its success and a say in important decisions through voting rights. It is the most common type of stock traded on markets and can provide income through dividends, as well as potential for value growth. For investors, holding common stock means sharing in the company’s profits and risks.

Form 4 Insider Transactions: What Each Field Means →

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^*

REBER JOHN M

(Last) (First) (Middle)

755 BROWN ROAD

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EXEC. VP

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/15/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/15/2026		J(1)	V	418	A	$20.815	36,060	D
Common Stock	05/20/2026		J(2)	V	134	A	$20.7964	10,085	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 John M Reber, 3/18/25, Attorney-in-Fact	05/21/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider activity did CZNC executive John M. Reber report?

John M. Reber reported two routine “other” transactions involving dividend reinvestment in Citizens & Northern Corp Common Stock, totaling 552 shares. These were classified as exempt acquisitions under dividend reinvestment and ESOP plans, rather than open-market buys or sells.

How many CZNC shares did John M. Reber acquire through dividend reinvestment?

Reber’s filing shows 552 shares tied to dividend reinvestment. This includes 418 shares through a dividend reinvestment plan and 134 shares via an ESOP dividend reinvestment, both coded as “other” exempt acquisitions on the Form 4.

What prices were used for John M. Reber’s CZNC dividend reinvestment shares?

The reported dividend reinvestment transactions used prices of $20.8150 and $20.7964 per CZNC share. These figures reflect the per-share values applied to the 418 direct-plan shares and 134 ESOP shares, respectively, as disclosed in the Form 4.

How many CZNC shares does John M. Reber hold after these transactions?

After the reported transactions, Reber holds 36,060 Citizens & Northern Corp shares directly and 10,085 shares indirectly through the ESOP. These post-transaction balances provide context for his total reported ownership position in CZNC common stock.

Are John M. Reber’s CZNC transactions open-market buys or sells?

No, the transactions are coded as “J” for other acquisition or disposition and footnoted as dividend reinvestment events. They represent exempt acquisitions via a dividend reinvestment plan and ESOP, not discretionary open-market purchases or sales of CZNC shares.

What does the ESOP-related CZNC transaction for John M. Reber represent?

The ESOP transaction involves 134 CZNC shares acquired indirectly through an employee stock ownership plan. A footnote explains this as an exempt acquisition from dividend reinvestment under a dividend reinvestment plan, rather than a standard market trade.