CITIZENS & NORTHERN (NASDAQ: CZNC) EVP updates ESOP, IRA and direct holdings

Rhea-AI Filing Summary

CITIZENS & NORTHERN CORP executive Kelley A. Cwiklinski reported updated holdings in company stock. The filing shows an exempt acquisition of 38 shares of Common Stock at $20.7964 per share, credited to an ESOP account through dividend reinvestment under a dividend reinvestment plan.

After this ESOP transaction, Cwiklinski has 2,915 shares held indirectly through the ESOP, 29,737 shares held directly, and 455 shares held indirectly through a spouse’s IRA. These entries reflect routine ownership updates rather than open-market buying or selling.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Cwiklinski Kelley A

Role EVP CHIEF COMM LENDING OFFICER

Type	Security	Shares	Price	Value
Other	Common Stock	38	$20.7964	$790.26
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 2,915 shares (Indirect, By ESOP); Common Stock — 29,737 shares (Direct, null)

Footnotes (1)

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Key Figures

ESOP dividend reinvestment: 38 shares ESOP reinvestment price: $20.7964/share Direct holdings after filing: 29,737 shares +2 more

5 metrics

ESOP dividend reinvestment 38 shares Exempt acquisition via ESOP dividend reinvestment

ESOP reinvestment price $20.7964/share Price per share for 38-share ESOP acquisition

Direct holdings after filing 29,737 shares Common Stock held directly by Cwiklinski after transactions

ESOP holdings after filing 2,915 shares Common Stock held indirectly via ESOP after reinvestment

Spouse IRA holdings 455 shares Common Stock held indirectly through spouse’s IRA

Key Terms

ESOP, dividend reinvestment, Exempt acquisition, IRA, +1 more

5 terms

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.

dividend reinvestment financial

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

Dividend reinvestment is when the money earned from a company's profit sharing, called dividends, is automatically used to buy more shares of that company instead of being received as cash. This process helps investors grow their holdings over time without extra effort, much like using earned interest to buy more of a savings account. It encourages long-term investment growth by continuously increasing the amount of shares owned.

Exempt acquisition regulatory

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

IRA financial

"nature_of_ownership": "By Spouse's IRA""

An individual retirement account (IRA) is a savings account designed to help people put aside money for their retirement, often with tax advantages that encourage long-term savings. It matters to investors because it can grow over time, providing financial security later in life, and offers benefits that can reduce current taxes or allow investments to compound more effectively.

Form 4 regulatory

"INSIDER FILING DATA (Form 4):"

Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.

Form 4 Insider Transactions: What Each Field Means →

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^*

Cwiklinski Kelley A

(Last) (First) (Middle)

317 YARDLEY-NEWTOWN ROAD

(Street)

YARDLEY PENNSYLVANIA 19067

(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)
	EVP CHIEF COMM LENDING OFFICER

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/20/2026

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	05/20/2026		J(1)	V	38	A	$20.7964	2,915	I	By ESOP
Common Stock								455	I	By Spouse's IRA
Common Stock								29,737	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 in ESOP via dividend reinvestment under D/R plan.

	/s/ Melinda S Kilburn for Kelley A Cwiklinski, 3/26/25, Attorney-in-Fact	05/21/2026
	** 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)

FAQ

What insider activity did CZNC executive Kelley A. Cwiklinski report on this Form 4?

Kelley A. Cwiklinski reported an exempt ESOP-related acquisition of 38 shares of CITIZENS & NORTHERN CORP Common Stock at $20.7964 per share via dividend reinvestment. The filing mainly updates indirect and direct share balances rather than recording open-market trades.

How many CZNC shares does Kelley A. Cwiklinski hold after this filing?

After this filing, Cwiklinski holds 29,737 CZNC shares directly, 2,915 shares indirectly through an ESOP, and 455 shares indirectly through a spouse’s IRA. These figures show total reported ownership spread across direct and retirement-related accounts.

Was the CZNC Form 4 transaction an open-market purchase or sale?

The Form 4 does not show any open-market purchases or sales. It records an exempt ESOP acquisition of 38 shares through dividend reinvestment under a dividend reinvestment plan, categorized as an “other” transaction rather than a traditional buy or sell.

What does the ESOP dividend reinvestment in the CZNC filing mean for shareholders?

The ESOP dividend reinvestment means cash dividends were automatically used to acquire 38 CZNC shares for Cwiklinski’s ESOP account. This is a routine, plan-driven ownership adjustment and does not indicate discretionary trading activity in the open market.

How is Cwiklinski’s indirect ownership in CZNC structured after the Form 4?

Indirect ownership includes 2,915 CZNC shares held by an ESOP and 455 shares held by a spouse’s IRA. These arrangements reflect retirement and family accounts, supplementing the 29,737 shares held directly in Cwiklinski’s own name.