Citizens & Northern (CZNC) EVP receives stock grant and ESOP shares

Rhea-AI Filing Summary

Citizens & Northern Corp executive vice president Harold F. Hoose III reported several equity transactions involving company common stock. On January 9, 2026, an employee stock ownership plan credited 340 shares to his indirect ESOP account at $20.57 per share, bringing that indirect ESOP holding to 16,285 shares.

On January 30, 2026, he received an award of 4,592 restricted shares at a grant price of $21.865, increasing his direct holdings to 43,913 shares. That same day, 209 previously granted restricted shares were forfeited at a stated price of $0 because they did not vest under an earnings-based performance standard, leaving him with 43,704 directly held shares.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Hoose Harold F III

Role EXEC. VP

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	4,592	$21.865	$100K
Disposition	Common Stock	209	$0.00	--
Other	Common Stock	340	$20.57	$7K

Holdings After Transaction: Common Stock — 43,913 shares (Direct); Common Stock — 16,285 shares (Indirect, By ESOP)

Footnotes (1)

1. Exempt acquisition via year end contribution to ESOP. Award of Restricted Stock. 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.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 02/03/2026 - 04:02 PM 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^*

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)
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	16,285	I	By ESOP
Common Stock	01/30/2026		A(2)		4,592	A	$21.865	43,913	D
Common Stock	01/30/2026		D(3)		209	D	$0	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 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 Harold F Hoose, III, 04/24/25, 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).
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 Harold F. Hoose III report?

He reported an ESOP contribution of 340 common shares, a grant of 4,592 restricted shares, and the forfeiture of 209 restricted shares. These transactions changed his indirect ESOP holdings and his directly held Citizens & Northern Corp common stock.

How many Citizens & Northern (CZNC) shares does the EVP now hold?

After the reported transactions, Harold F. Hoose III holds 43,704 Citizens & Northern common shares directly and 16,285 shares indirectly through an employee stock ownership plan, according to the filing’s closing balances for each account.

What was the ESOP transaction for CZNC shares on January 9, 2026?

On January 9, 2026, 340 Citizens & Northern common shares were acquired indirectly for Harold F. Hoose III via a year-end contribution to an employee stock ownership plan, at a transaction price of $20.57 per share, as described in the footnotes.

What stock award did the Citizens & Northern EVP receive on January 30, 2026?

On January 30, 2026, he received an award of 4,592 shares of Citizens & Northern common stock as restricted stock, at a grant price of $21.865 per share. This award increased his directly held share balance before a separate forfeiture.

Why were 209 CZNC restricted shares forfeited by the executive?

The 209 restricted shares forfeited on January 30, 2026 were from a grant dated January 31, 2023. They were eligible to vest in January 2026 but did not meet an earnings-based performance standard, leading to forfeiture at a stated price of zero.

Are any of the CZNC shares held indirectly by the reporting person?

Yes. The filing shows 16,285 Citizens & Northern common shares held indirectly for Harold F. Hoose III through an employee stock ownership plan, reflecting the ESOP contribution and representing a separate account from his directly held shares.