Citizens & Northern (CZNC) EVP reports tax withholding and ESOP share moves

Rhea-AI Filing Summary

CITIZENS & NORTHERN CORP executive Kelley A. Cwiklinski, EVP Chief Commercial Lending Officer, reported several transactions in company common stock. A tax-withholding disposition removed 169 shares at $23.67 per share, leaving 29,737 shares held directly. An employee stock ownership plan recorded an other transaction involving 34 indirectly held shares at $23.7621 per share, with indirect ESOP holdings at 2,877 shares afterward. A separate indirect position shows 455 shares held through the spouse’s IRA.

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^*

Cwiklinski Kelley A

(Last) (First) (Middle)

317 YARDLEY-NEWTOWN ROAD

(Street)

YARDLEY PA 19067

(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 CHIEF COMM LENDING OFFICER

3. Date of Earliest Transaction (Month/Day/Year)
02/18/2026

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	02/18/2026		J(1)		34	A	$23.7621	2,877	I	By ESOP
Common Stock	02/20/2026		F(2)		169	D	$23.67	29,737	D
Common Stock								455	I	By Spouse's IRA

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 Kelley A Cwiklinski, 3/26/25, 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 insider transactions did CZNC executive Kelley Cwiklinski report?

Kelley A. Cwiklinski reported a tax-withholding disposition of 169 Citizens & Northern common shares and an ESOP-related other transaction involving 34 indirect shares, plus updated indirect ownership through a spouse’s IRA, according to the Form 4 filing.

How many CZNC shares does Kelley Cwiklinski own directly after the Form 4?

After the reported transactions, Kelley A. Cwiklinski directly owns 29,737 shares of Citizens & Northern common stock. This reflects a 169-share tax-withholding disposition while maintaining a substantial remaining direct ownership position in the company.

What was the price used for Kelley Cwiklinski’s CZNC tax-withholding disposition?

The tax-withholding disposition used a price of $23.67 per Citizens & Northern common share for 169 shares. This transaction settled tax obligations associated with equity compensation rather than representing an open-market sale of stock.

What CZNC stock is held for Kelley Cwiklinski through the ESOP?

An employee stock ownership plan holds 2,877 Citizens & Northern shares for Kelley A. Cwiklinski after an other transaction involving 34 shares at $23.7621. These shares are reported as indirect ownership "By ESOP" in the Form 4 filing.

How many CZNC shares are attributed to Kelley Cwiklinski’s spouse’s IRA?

The Form 4 shows 455 Citizens & Northern common shares held indirectly through Kelley A. Cwiklinski’s spouse’s IRA. These are reported as indirect ownership, separate from the executive’s direct holdings and the ESOP-related indirect position.