What does the ESOP-related CZNC transaction represent for Tracy Ellen Watkins?

The ESOP transaction represents 90 CZNC shares obtained via dividend reinvestment within an employee stock ownership plan. It is described as an exempt acquisition through a dividend reinvestment plan, indicating a mechanistic benefit from plan participation rather than an active trading decision.

Citizens & Northern (NASDAQ: CZNC) EVP adds shares via dividend reinvestment

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

CITIZENS & NORTHERN CORP executive vice president Tracy Ellen Watkins reported routine share adjustments tied to dividend reinvestment programs. On May 15, 98 common shares at $20.815 per share were recorded as an “other” transaction, bringing direct holdings to 11,245 shares.

On May 20, 90 common shares at $20.7964 per share were acquired indirectly through an ESOP as an exempt acquisition via dividend reinvestment, resulting in 6,745 indirectly held shares. Both entries reflect automatic reinvestment of cash dividends rather than open‑market buying or selling.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Watkins Tracy Ellen

Role EXEC. VP

Type	Security	Shares	Price	Value
Other	Common Stock	90	$20.7964	$2K
Other	Common Stock	98	$20.815	$2K

Holdings After Transaction: Common Stock — 6,745 shares (Indirect, by ESOP); Common Stock — 11,245 shares (Direct, null)

Footnotes (1)

Shares acquired through reinvestment of cash dividend under a dividend reinvestment plan. Exempt acquisition in ESOP via dividend reinvestment under D/R plan.

Key Figures

Dividend reinvestment shares (direct): 98 shares at $20.815 Dividend reinvestment shares (ESOP): 90 shares at $20.7964 Direct holdings after May 15: 11,245 shares +2 more

5 metrics

Dividend reinvestment shares (direct) 98 shares at $20.815 Common Stock, coded J on May 15, 2026

Dividend reinvestment shares (ESOP) 90 shares at $20.7964 Common Stock via ESOP, coded J on May 20, 2026

Direct holdings after May 15 11,245 shares Common Stock, direct ownership following transaction

Indirect ESOP holdings after May 20 6,745 shares Common Stock, indirect ownership by ESOP

Restructuring-type shares 188 shares Total shares in J-code restructuring/other transactions

Key Terms

dividend reinvestment plan, ESOP, exempt acquisition, indirect ownership, +1 more

5 terms

dividend reinvestment plan financial

"Shares acquired through reinvestment of cash dividend under a dividend reinvestment plan."

A dividend reinvestment plan lets shareholders automatically use cash dividends to buy more shares of the same company instead of receiving the money. It matters to investors because it turns regular payouts into a steady way to grow ownership and take advantage of compound returns—like having your savings automatically buy additional slices of a pie over time—while often reducing transaction costs and smoothing purchase timing.

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.

exempt acquisition financial

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

indirect ownership financial

"total_shares_following_transaction 6745.0000, direct_or_indirect I, nature_of_ownership by ESOP"

Other acquisition or disposition financial

"transaction_code_description Other acquisition or disposition"

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Form 4 Insider Transactions: What Each Field Means →

05/21/2026 - 04:15 PM

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^*

Watkins Tracy Ellen

(Last)

(First)

(Middle)

1972 NORTH WILLIAMSON ROAD

(Street)

COVINGTON

PENNSYLVANIA

16917

(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)
	EXEC. VP

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/15/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/15/2026		J⁽¹⁾	V	98	A	$20.815	11,245	D
Common Stock	05/20/2026		J⁽²⁾	V	90	A	$20.7964	6,745	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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 Tracy E Watkins, 3/18/25, 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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did CZNC executive Tracy Ellen Watkins report?

Tracy Ellen Watkins reported two Form 4 entries classified as “other” transactions. One involved 98 CZNC common shares, and the other 90 shares, both tied to dividend reinvestment arrangements rather than open‑market buying or selling activity.

Were the CZNC Form 4 transactions open-market buys or sells?

No, the CZNC transactions were not open‑market trades. Both were coded “J” as other acquisitions or dispositions, reflecting shares from dividend reinvestment plans, including an exempt acquisition through an ESOP, instead of discretionary purchases or sales on the market.

How many CZNC shares were involved in the latest dividend reinvestments?

The filing shows 98 CZNC common shares at $20.815 and 90 shares at $20.7964 tied to dividend reinvestment activity. Together, these routine adjustments reflect 188 shares added through reinvested cash dividends rather than new cash investments.

What are Tracy Ellen Watkins’ CZNC direct and indirect holdings after these transactions?

After the 98‑share transaction, direct holdings stand at 11,245 CZNC common shares. Following the 90‑share ESOP dividend reinvestment, indirect holdings through the ESOP total 6,745 shares, showing separate positions for personal and plan‑related ownership.