Citizens & Northern (CZNC) EVP Blair Rush reports 3,474-share grant, ESOP contribution

Rhea-AI Filing Summary

Citizens & Northern Corp executive Blair T. Rush reported routine equity compensation activity. On January 30, 2026, he received an award of 3,474 shares of common stock as restricted stock at $21.865 per share and forfeited 170 restricted shares at $0, which had been granted on January 31, 2023 and were eligible to vest in January 2026 based on an earnings-based performance standard. After these transactions, he directly held 30,963 shares of Citizens & Northern common stock. Earlier, on January 9, 2026, his account received an exempt acquisition of 340 shares via a year-end contribution to the ESOP, bringing his indirectly held ESOP shares to 2,862.

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

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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^*

Rush Blair T

(Last) (First) (Middle)

620 CIDER MILL LANE

(Street)

PERKASIE PA 18944

(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)
	EXECUTIVE VICE PRESIDENT

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)		340	A	$20.57	2,862	I	by ESOP
Common Stock	01/30/2026		A(2)		3,474	A	$21.865	31,133	D
Common Stock	01/30/2026		D(3)		170	D	$0	30,963	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 via year end contribution to ESOP.

2. Award of Restricted Stock.

3. Forfeiture of restricted shares granted 1/31/2023 that were eligible to vest in January 2026, based on the Corporation's attainment of an earnings-based performance standard.

	/s/ Melinda S Kilburn for Blair T Rush, 3/18/25, Attorney-in-Fact	02/03/2026
	** 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 transactions did CZNC executive Blair T. Rush report?

Blair T. Rush reported an award of 3,474 shares of Citizens & Northern common stock, a forfeiture of 170 previously granted restricted shares, and an exempt acquisition of 340 shares through a year-end ESOP contribution, all during January 2026.

What type of equity award did CZNC grant to Blair T. Rush?

Citizens & Northern granted Blair T. Rush an award of 3,474 shares of restricted common stock on January 30, 2026 at a price of $21.865 per share, increasing his directly held share balance after the grant and subsequent forfeiture adjustment.

Why were 170 Citizens & Northern restricted shares forfeited by Blair T. Rush?

The 170 forfeited shares were restricted stock granted on January 31, 2023 that were eligible to vest in January 2026 based on an earnings-based performance standard. These shares did not vest and were therefore forfeited at a reported price of $0.

How many CZNC shares does Blair T. Rush hold after these transactions?

Following the January 30, 2026 transactions, Blair T. Rush directly holds 30,963 shares of Citizens & Northern common stock. Separately, he beneficially owns 2,862 additional shares indirectly through the company’s employee stock ownership plan (ESOP) as of January 9, 2026.

What was the ESOP-related transaction reported by CZNC’s Blair T. Rush?

On January 9, 2026, 340 Citizens & Northern common shares were acquired for Blair T. Rush through a year-end contribution to the ESOP. This exempt ESOP contribution brought his indirectly held ESOP shares to a total of 2,862 at that time.

What is Blair T. Rush’s role at Citizens & Northern Corp (CZNC)?

Blair T. Rush is an officer of Citizens & Northern Corp with the title of Executive Vice President. His Form 4 filing reports personal equity compensation activity and ESOP-related share ownership associated with this executive position.