CZNC officer adds 108 shares via dividends

CITIZENS & NORTHERN CORP (CZNC) officer Stan R. Dunsmore reported indirect acquisitions of common stock linked to dividend reinvestment.

Rhea-AI Filing Summary

CITIZENS & NORTHERN CORP (CZNC) officer Stan R. Dunsmore reported indirect acquisitions of common stock linked to dividend reinvestment. On August 20, 2026, 107 shares were acquired in an ESOP at $25.84 per share, and on August 14, 2026, 1 share was acquired for a child’s account at $25.89 per share, both through dividend reinvestment plans. Following these events, reported positions include 23,700 shares held directly, 10,034 shares held via ESOP, and 93 shares held indirectly through a child.

Insider Trade Summary

Other: 108 shares

Other 3 txns

Insider Dunsmore Stan R

Role EXEC. VP, CHIEF CREDIT OFFICER

Type	Security	Shares	Price	Value
Other	Common Stock F2	107	$25.84	$3K
Other	Common Stock F1	1	$25.89	$25.89
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 93 shares (Indirect, By Child); Common Stock — 10,034 shares (Indirect, By ESOP); Common Stock — 23,700 shares (Direct)

Footnotes (2)

1. F1. Shares acquired through reinvestment of cash dividend under a dividend reinvestment plan.
2. F2. Exempt acquisition in ESOP via dividend reinvestment under D/R plan.

Key Figures

Shares acquired via ESOP dividend reinvestment: 107 shares at $25.84 per share Shares acquired via child account dividend reinvestment: 1 share at $25.89 per share Direct holdings after transaction: 23,700 shares +3 more

6 metrics

Shares acquired via ESOP dividend reinvestment 107 shares at $25.84 per share Indirect acquisition on 2026-08-20, nature of ownership: By ESOP

Shares acquired via child account dividend reinvestment 1 share at $25.89 per share Indirect acquisition on 2026-08-14, nature of ownership: By Child

Direct holdings after transaction 23,700 shares Common Stock, direct ownership as of 2026-08-14

Indirect ESOP holdings after transaction 10,034 shares Common Stock held indirectly by ESOP after 2026-08-20

Indirect child account holdings after transaction 93 shares Common Stock held indirectly by Child after 2026-08-14

Restructuring-related acquisitions 108 shares Total restructuringCount shares in transaction summary, code J transactions

Key Terms

dividend reinvestment plan, ESOP, indirect ownership, transaction code J

4 terms

dividend reinvestment plan financial

"Shares acquired through reinvestment of cash dividend under a dividend reinvestment plan."

A dividend reinvestment plan lets shareholders automatically use cash dividends to buy more shares of the same company instead of receiving the money. It matters to investors because it turns regular payouts into a steady way to grow ownership and take advantage of compound returns—like having your savings automatically buy additional slices of a pie over time—while often reducing transaction costs and smoothing purchase timing.

ESOP financial

"Exempt acquisition in ESOP via dividend reinvestment under D/R plan."

An Employee Stock Ownership Plan (ESOP) is a program that gives employees ownership shares in their company, often as part of their benefits package. It acts like a company-sponsored savings plan, allowing workers to have a stake in the company's success, which can boost motivation and loyalty. For investors, ESOPs can influence company decisions and stock value, making them an important aspect of corporate ownership and governance.

indirect ownership financial

"ownership_type": "indirect","ownership_code": "I""

transaction code J financial

"transaction_code": "J","transaction_code_description": "Other acquisition or disposition""

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transactions did CZNC executive Stan R. Dunsmore report?

Stan R. Dunsmore reported indirect acquisitions of CITIZENS & NORTHERN CORP common stock: 107 shares via an ESOP on August 20, 2026, and 1 share for a child’s account on August 14, 2026, both tied to dividend reinvestment arrangements.

How many CZNC shares were acquired through dividend reinvestment plans?

A total of 108 common shares of CITIZENS & NORTHERN CORP were acquired through dividend reinvestment: 107 shares via an ESOP and 1 share for a child’s account, both reported as exempt, indirect acquisitions under a dividend reinvestment plan.

What are Stan R. Dunsmore’s reported CZNC holdings after these transactions?

After the reported transactions, holdings include 23,700 CZNC common shares held directly, 10,034 shares held indirectly via an ESOP, and 93 shares held indirectly through a child’s account, as disclosed in the Form 4.

Were the CZNC insider transactions made under a Rule 10b5-1 trading plan?

The filing indicates the Rule 10b5-1 checkbox as false, and the footnotes describe the acquisitions as dividend reinvestment transactions and exempt ESOP acquisitions, not as trades executed under a Rule 10b5-1 trading plan.

What transaction code was used for the CZNC insider acquisitions?

Both acquisitions of CZNC common stock used transaction code J, described as “Other acquisition or disposition,” with footnotes clarifying they were dividend reinvestment and an exempt ESOP acquisition under a dividend reinvestment plan.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/24/2026 - 03:43 PM EDT Accepted by SEC EDGAR 08/24/2026 - 03:42 PM EDT Learn about SEC filing dates

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^*

Dunsmore Stan R

(Last) (First) (Middle)

214 ROUTE 660

(Street)

WELLSBORO PENNSYLVANIA 16901

(City) (State) (Zip)

UNITED STATES

(Country)

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, CHIEF CREDIT OFFICER

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
08/14/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	08/14/2026		J(1)	V	1	A	$25.89	93	I	By Child
Common Stock	08/20/2026		J(2)	V	107	A	$25.84	10,034	I	By ESOP
Common Stock								23,700	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.

2. Exempt acquisition in ESOP via dividend reinvestment under D/R plan.

	/s/ Melinda S Kilburn for Stan R Dunsmore, 3/18/25, Attorney-in-Fact	08/24/2026
	** 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.
* Form 4: SEC 1474 (03-26)