Citizens & Northern (CZNC) director adds 548 shares via dividend reinvestment

Rhea-AI Filing Summary

Citizens & Northern Corp director Frank G. Pellegrino reported an increase in his shareholdings through a dividend reinvestment. On February 13, 2026, 548 shares of common stock were acquired at $23.59 per share under a dividend reinvestment plan, rather than through an open-market trade. Following this transaction, his directly held position rose to 48,177 common 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^*

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)
02/13/2026

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	02/13/2026		J(1)	V	548	A	$23.59	48,177	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. Shares acquired through reinvestment of cash dividend under a dividend reinvestment plan.

	/s/ Melinda S Kilburn for Frank Pellegrino, 3/20/25, Attorney-in-Fact	02/27/2026
	** 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 transaction did CZNC director Frank G. Pellegrino report?

Director Frank G. Pellegrino reported an increase in his Citizens & Northern Corp holdings. On February 13, 2026, 548 common shares were acquired for his account through a dividend reinvestment plan, rather than an open-market purchase or sale.

How many CZNC shares were involved in Frank Pellegrino’s latest Form 4 filing?

The filing shows 548 shares of Citizens & Northern Corp common stock were acquired. These shares came from reinvesting a cash dividend under a dividend reinvestment plan, adding to his existing stake without a traditional market transaction.

At what price were the newly acquired CZNC shares recorded?

The 548 Citizens & Northern Corp shares were recorded at $23.59 per share. This price represents the value used for the dividend reinvestment plan transaction reported on the Form 4 dated February 13, 2026.

How many CZNC shares does Frank Pellegrino hold after this dividend reinvestment?

After the reported transaction, Frank G. Pellegrino directly holds 48,177 shares of Citizens & Northern Corp common stock. This total reflects his position following the 548-share acquisition through the company’s dividend reinvestment plan.

Was Frank Pellegrino’s CZNC transaction a buy or sell on the open market?

The transaction was neither a typical open-market buy nor a sale. The Form 4 footnote explains that 548 shares were acquired via reinvestment of a cash dividend under a dividend reinvestment plan, increasing his holdings automatically.

What does the footnote in Frank Pellegrino’s CZNC Form 4 explain?

The footnote clarifies that the reported shares were acquired through reinvestment of a cash dividend. This means the 548 Citizens & Northern Corp shares were added under a dividend reinvestment plan, not through a discretionary market trade by the director.