ESOP dividend adds CZNC shares for Citizens & Northern (NASDAQ: CZNC) exec

Rhea-AI Filing Summary

Citizens & Northern Corp executive Harold F. Hoose III reported routine ESOP activity involving company common stock. On this Form 4, an employee stock ownership plan credited 192 shares at a price of $23.7621 per share through dividend reinvestment, held indirectly. Following this, indirect ESOP holdings were 16,477 shares and directly held shares were 43,704.

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

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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^*

Hoose Harold F III

(Last) (First) (Middle)

286 HUNTER'S TRAIL ROAD

(Street)

WELLSBORO PA 16901

(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)
	EXEC. VP

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)	V	192	A	$23.7621	16,477	I	By ESOP
Common Stock								43,704	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. Exempt acquisition in ESOP via dividend reinvestment under D/R plan

	/s/ Melinda S Kilburn for Harold F Hoose, III, 04/24/25, 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).
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FAQ

What insider transaction did CZNC executive Harold F. Hoose III report?

Harold F. Hoose III reported an exempt ESOP acquisition of 192 Citizens & Northern Corp common shares via dividend reinvestment at $23.7621 per share, with the shares held indirectly through an employee stock ownership plan.

How many CZNC shares does Harold F. Hoose III own after this Form 4?

After this filing, Harold F. Hoose III indirectly held 16,477 Citizens & Northern Corp shares through an ESOP and directly held 43,704 shares, as disclosed in the ownership balances following the reported transactions.

Was the CZNC Form 4 transaction a buy or sell of shares?

The Form 4 does not report a traditional open-market buy or sell. It records an exempt ESOP acquisition of 192 shares via dividend reinvestment and another transaction classified with an unknown code, resulting in updated direct and indirect share balances.

How were the additional CZNC shares acquired in the ESOP for Harold F. Hoose III?

The additional 192 Citizens & Northern Corp shares were acquired in an employee stock ownership plan through a dividend reinvestment arrangement, as noted in the footnote describing the transaction as an exempt ESOP acquisition under a dividend reinvestment plan.

What does indirect ownership by ESOP mean for CZNC insider holdings?

Indirect ownership by ESOP means shares are held in an employee stock ownership plan account associated with the executive. The Form 4 shows 16,477 shares held indirectly this way, separate from 43,704 shares held directly in the executive’s own name.