ESOP contribution adds 64 CZNC shares for executive David S. Runk

Rhea-AI Filing Summary

CITIZENS & NORTHERN CORP executive David S. Runk reported an exempt ESOP-related transaction. On this Form 4, an employee stock ownership plan recorded a year-end contribution involving 64 shares of Common Stock at a reference price of $20.57 per share, categorized as an “other acquisition or disposition.”

The 64 shares are held indirectly “By ESOP,” meaning ownership is attributed through the employee stock ownership plan rather than directly in Runk’s personal trading account. Following the transaction, the reported indirect ESOP-related balance is 64 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

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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^*

Runk David S

(Last) (First) (Middle)

1 SUNRISE COTTAGE LANE

(Street)

LEWISTOWN PA 17044

(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 AND STRATEGIC ADVISOR

3. Date of Earliest Transaction (Month/Day/Year)
01/09/2026

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	01/09/2026		J(1)	V	64	A	$20.57	64	I	By ESOP

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 via year end contribution to ESOP.

	/s/ Melinda S Kilburn for David Runk, 9/22/25, 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.
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FAQ

What insider transaction did CITIZENS & NORTHERN CORP (CZNC) report for David S. Runk?

CITIZENS & NORTHERN CORP reported that executive David S. Runk had an ESOP-related transaction involving 64 shares of Common Stock. The filing labels it as an exempt, year-end contribution to an employee stock ownership plan rather than a traditional open-market trade.

Was the CITIZENS & NORTHERN CORP (CZNC) Form 4 a buy or sell by David S. Runk?

The Form 4 does not classify the event as a buy or sell. It uses code J, described as “Other acquisition or disposition,” reflecting an exempt year-end contribution to an employee stock ownership plan instead of an ordinary market purchase or sale by the executive.

How many CITIZENS & NORTHERN CORP (CZNC) shares were involved in the ESOP transaction?

The Form 4 shows 64 shares of CITIZENS & NORTHERN CORP Common Stock tied to the ESOP transaction. These 64 shares are reported at a reference price of $20.57 per share, resulting in an indirect ESOP-related holding of 64 shares after the contribution.

At what price per share was the ESOP contribution reported for CZNC stock?

The ESOP contribution for CITIZENS & NORTHERN CORP Common Stock was reported at $20.57 per share. This price is shown as the transaction price per share for the 64 shares associated with the year-end contribution to the employee stock ownership plan.

How is ownership of the CZNC shares characterized for David S. Runk on this Form 4?

Ownership is characterized as indirect, with the nature of ownership noted as “By ESOP.” This means the 64 shares are held through an employee stock ownership plan, not as a direct personal brokerage holding, and are reported as such for beneficial ownership purposes.

Does the ESOP transaction materially change David S. Runk’s holdings of CITIZENS & NORTHERN CORP (CZNC)?

The Form 4 shows 64 shares held indirectly through the ESOP following the transaction. The filing does not provide broader historical context, but within this report, only the 64 ESOP-related shares are disclosed as the indirect balance after the year-end contribution.