Dividend reinvestment moves CZNC (NASDAQ: CZNC) shares for executive VP

Rhea-AI Filing Summary

CITIZENS & NORTHERN CORP executive reports dividend reinvestments

Executive Vice President John M. Reber reported two Form 4 transactions in CITIZENS & NORTHERN CORP common stock. On February 13, 2026, 359 shares were recorded at $23.59 per share through reinvestment of a cash dividend under a dividend reinvestment plan. On February 18, 2026, 116 shares were added indirectly through an ESOP at $23.7621 per share via exempt dividend reinvestment. These transactions are classified as “other acquisition or disposition” and reflect routine dividend reinvestment activity rather than open-market buying or selling.

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^*

REBER JOHN M

(Last) (First) (Middle)

755 BROWN 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)
02/13/2026

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	359	A	$23.59	35,642	D
Common Stock	02/18/2026		J(2)	V	116	A	$23.7621	9,951	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. 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 John M Reber, 3/18/25, 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 transactions did CZNC executive John M. Reber report on this Form 4?

John M. Reber reported two “other acquisition or disposition” transactions in CITIZENS & NORTHERN CORP common stock, both arising from dividend reinvestment activity rather than open-market trades, including direct plan reinvestment and an exempt ESOP acquisition linked to dividend reinvestment.

How many CZNC shares were involved in John M. Reber’s dividend reinvestment on February 13, 2026?

On February 13, 2026, Reber’s Form 4 shows 359 CZNC common shares at $23.59 per share, acquired through reinvestment of a cash dividend under a dividend reinvestment plan, indicating automatic plan activity instead of discretionary market purchases or sales.

What does the ESOP-related transaction for CZNC on February 18, 2026 represent?

The February 18, 2026 transaction reflects 116 CZNC common shares acquired indirectly through an Employee Stock Ownership Plan (ESOP) at $23.7621 per share, described as an exempt acquisition via dividend reinvestment under a dividend reinvestment plan structure.

Are John M. Reber’s reported CZNC transactions considered open-market buys or sells?

The transactions are coded as “J” for other acquisition or disposition and linked to dividend reinvestment and ESOP dividend reinvestment, so they represent automatic or plan-driven adjustments, not conventional open-market buy or sell orders by the executive.

How is ownership classified for John M. Reber’s CZNC shares after these transactions?

Following these transactions, Reber reports both direct and indirect ownership in CZNC common stock, with indirect holdings noted as “By ESOP” and direct holdings reflecting shares held in his own name, as indicated by the separate ownership codes on the Form 4.