[Form 4] CITIZENS & NORTHERN CORP Insider Trading Activity

Rhea-AI Filing Summary

Citizens & Northern Corp (CZNC) director reported an open‑market purchase of 212 shares of common stock at $19.1382 on November 7, 2025. The trade was executed under a Rule 10b5‑1 plan that became effective on May 1, 2025.

After this transaction, the reporting person beneficially owned 46,292 shares, held directly.

Insights

Governance & Insider Activity Analyst

Small 10b5‑1 purchase; routine insider activity.

A CZNC director bought 212 shares at $19.1382 on November 7, 2025 via a pre‑arranged Rule 10b5‑1 trading plan effective May 1, 2025. Form 4 indicates direct ownership of 46,292 shares after the trade.

This is a modest transaction and typical of routine insider activity. Because it was executed under a 10b5‑1 plan, timing is pre‑programmed rather than discretionary.

Given the small size, this filing is not likely to be financially material; future Forms 4 may show additional plan executions over time.

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).

X

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^*

Pellegrino Frank G

(Last) (First) (Middle)

2050 POCO FARM ROAD

(Street)

WILLIAMSPORT PA 17701

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
11/07/2025

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	11/07/2025		P(1)		212	A	$19.1382	46,292	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. This transaction was made pursuant to a written plan that became effective 5/1/25.

	/s/ Melinda S Kilburn for Frank Pellegrino, 3/20/25, Attorney-in-Fact	11/10/2025
	** 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 CZNC’s director report in the latest Form 4?

An open‑market purchase of 212 shares of common stock at $19.1382 on November 7, 2025.

How many CZNC shares does the reporting person own after the trade?

The reporting person beneficially owned 46,292 shares directly after the transaction.

Was the CZNC trade under a Rule 10b5‑1 plan?

Yes. The filing states the trade was made under a written plan effective May 1, 2025.

What was the transaction code on the Form 4 for CZNC?

The filing lists transaction code P, indicating an open‑market or private purchase.

What is the issuer involved in this Form 4?

The issuer is Citizens & Northern Corp (CZNC).

What is the reporting person’s relationship to CZNC?

The reporting person is a Director of Citizens & Northern Corp.