Dividend reinvestment lifts Citizens & Northern (CZNC) insider holdings

Rhea-AI Filing Summary

Citizens & Northern Corp executive James Glenn Richard reported two small dividend reinvestment transactions in company common stock. On February 13, 2026, 8 shares were credited directly to him at $23.59 per share through a dividend reinvestment plan, bringing his direct holdings to 3,049 shares. On February 18, 2026, 4 shares were added indirectly through an ESOP at $23.7621 per share via dividend reinvestment, bringing his ESOP-related holdings to 327 shares. These are coded as “other” acquisition or disposition transactions rather than open-market buys or sells.

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^*

James Glenn Richard

(Last) (First) (Middle)

710 SANDRA LANE

(Street)

NORRISTOWN PA 19403

(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)
	EVP COUNSEL, CORP SECRETARY

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	8	A	$23.59	3,049	D
Common Stock	02/18/2026		J(2)	V	4	A	$23.7621	327	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 Glenn Richard James, 3/20/25, 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.
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FAQ

What insider transactions did CZNC executive James Glenn Richard report?

James Glenn Richard reported two small “other” transactions in Citizens & Northern common stock. Both reflect shares credited through dividend reinvestment, not open-market trades, and slightly increased his direct and ESOP-related holdings in February 2026.

How many CZNC shares were added to James Glenn Richard’s direct holdings?

On February 13, 2026, 8 Citizens & Northern common shares were added to James Glenn Richard’s direct holdings via a dividend reinvestment plan, at $23.59 per share. After this transaction, his directly held position totaled 3,049 shares.

What change occurred in James Glenn Richard’s ESOP-held CZNC shares?

On February 18, 2026, 4 Citizens & Northern shares were acquired indirectly for James Glenn Richard through an ESOP, via dividend reinvestment at $23.7621 per share. Following this ESOP transaction, his indirectly held position stood at 327 shares.

Were James Glenn Richard’s CZNC transactions classified as buys or sells?

The transactions were coded as “J,” described as other acquisition or disposition, with no explicit buy or sell classification. Footnotes state the shares came from dividend reinvestment under a dividend reinvestment plan and an ESOP, not from open-market trades.

What role does James Glenn Richard hold at Citizens & Northern Corp (CZNC)?

James Glenn Richard serves as Executive Vice President, Counsel, and Corporate Secretary at Citizens & Northern Corp. The reported Form 4 transactions relate to his holdings of company common stock, both directly and through an employee stock ownership plan.

At what prices were CZNC shares credited in these insider transactions?

The dividend reinvestment transactions credited shares at $23.59 per Citizens & Northern share on February 13, 2026, and at $23.7621 per share on February 18, 2026. Both prices come directly from the reported Form 4 transaction details.