[Form 4] CITIZENS & NORTHERN CORP Insider Trading Activity

Rhea-AI Filing Summary

Katherine W. Shattuck, a director of Citizens & Northern Corp (CZNC), reported a small open-market purchase under a pre-established trading plan. The Form 4 shows a purchase of 19 shares executed on 10/03/2025 at a reported price of $19.7 per share. After the transaction she beneficially owns 9,521 shares, held directly.

The filing notes the trade was made pursuant to a written plan that became effective on 05/01/2025 and the Form 4 was signed on 10/06/2025 by an attorney-in-fact. The disclosure identifies her status as a director; no derivative transactions or additional material items are reported.

Positive

• Purchase executed under a 10b5-1 plan effective 05/01/2025, indicating pre-planned timing
• Beneficial ownership increased to 9,521 shares after the reported purchase

Negative

• None.

Insights

Corporate Governance Analyst

Minor director purchase under a 10b5-1 plan increases direct stake to 9,521 shares.

The reported 19-share purchase was executed under a written trading plan effective 05/01/2025, which provides an affirmative defense under Rule 10b5-1 and reduces timing-risk concerns about insider trading.

Because the purchase size is small relative to total beneficial ownership and no derivatives or unusual terms are disclosed, this is a routine insider buy; investors may note the 10b5-1 start date and the direct ownership figure as the concrete items to track in subsequent filings.

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^*

Shattuck Katherine W

(Last) (First) (Middle)

1171 BARNER ROAD

(Street)

TOWANDA PA 18848

(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)
10/03/2025

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	10/03/2025		P(1)		19	A	$19.7	9,521	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 Kilburn for Katherine W Shattuck, 03.20.25, Attorney-in-Fact	10/06/2025
	** 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 the CZNC Form 4 filed for Katherine W. Shattuck report?

The filing reports a purchase of 19 shares on 10/03/2025 at $19.7 per share and a post-transaction beneficial ownership of 9,521 shares.

Was the transaction by the CZNC director part of a trading plan?

Yes. The transaction was made pursuant to a written trading plan that became effective on 05/01/2025.

What is the reporting person’s relationship to CZNC?

The Form 4 identifies Katherine W. Shattuck as a director of Citizens & Northern Corp (CZNC).

Does the Form 4 show any derivative transactions or options?

No. The filing discloses only a non-derivative purchase of common stock; no derivative securities are reported.

Who signed the Form 4 and when?

The Form 4 was signed by an attorney-in-fact, Melinda Kilburn, on 10/06/2025.