Citizens & Northern (CZNC) Insider ESOP Reinvestment Reports 35-Share Purchase

Rhea-AI Filing Summary

Blair T. Rush, Executive Vice President and reporting person for Citizens & Northern Corp (CZNC), reported a small non-derivative acquisition on 08/20/2025. The filing records an acquisition of 35 shares of Common Stock at a price of $19.63 under transaction code J(1), described as an exempt acquisition in an ESOP via dividend reinvestment. The report lists 2,486 shares beneficially owned indirectly by ESOP following the transaction. The form includes an additional line showing 27,659 shares with a disposition code (D). The document was signed by an attorney-in-fact for Mr. Rush.

Positive

• Transaction disclosed transparently with date, price, and explanation of ESOP dividend reinvestment
• Filing signed by attorney-in-fact, indicating procedural compliance

Negative

• None.

Insights

Securities Analyst

TL;DR: Routine insider ESOP reinvestment; small acquisition relative to company share counts, limited investor impact.

The Form 4 documents a customary ESOP dividend reinvestment that resulted in a 35-share acquisition at $19.63 on 08/20/2025. Such J(1) transactions typically reflect employee plan activity rather than open-market trading by an insider. The filing shows 2,486 shares held indirectly via the ESOP after the transaction and a separate line reporting 27,659 shares with a disposition code. There is no indication of option exercises, large block trades, or material change in ownership percentage. Impact on capitalization and governance is negligible based on the disclosed sizes.

Corporate Governance Expert

TL;DR: Compliance filing documents routine insider plan activity and proper signature via attorney-in-fact.

The report appears to comply with Section 16 disclosure requirements: it specifies the reporting person, relationship (Executive Vice President), earliest transaction date (08/20/2025), and provides an explanation that the acquisition was an ESOP dividend reinvestment. The form is signed by an attorney-in-fact (Melinda S Kilburn) for Blair T. Rush. From a governance perspective, the filing raises no procedural or disclosure concerns; the transaction size is small and consistent with employee benefit plan mechanics.

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
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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^*

Rush Blair T

(Last) (First) (Middle)

620 CIDER MILL LANE

(Street)

PERKASIE PA 18944

(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)
	EXECUTIVE VICE PRESIDENT

3. Date of Earliest Transaction (Month/Day/Year)
08/20/2025

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	08/20/2025		J(1)	V	35	A	$19.63	2,486	I	by ESOP
Common Stock								27,659	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 Blair T Rush, 3/18/25, Attorney-in-Fact	08/25/2025
	** 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 transaction did Blair T. Rush report on Form 4 for CZNC?

The report shows an acquisition of 35 shares of Common Stock on 08/20/2025 at a price of $19.63, described as an exempt ESOP dividend reinvestment.

How many shares does the filing show beneficially owned after the transaction?

The filing reports 2,486 shares beneficially owned indirectly by an ESOP following the reported transaction.

What does transaction code J(1) mean in this Form 4?

The filing uses code J(1) and explicitly explains it as an exempt acquisition in an ESOP via dividend reinvestment under the D/R plan.

Was the Form 4 properly signed and dated?

Yes. The document is signed by Melinda S Kilburn as attorney-in-fact for Blair T. Rush and includes a filing date of 08/25/2025.

Is there any indication of large changes in insider ownership in this filing?

No. The disclosed acquisition is small (35 shares) and described as ESOP activity; the filing does not indicate a material change in ownership percentage.