[Form 4] Citizens & Northern Corporation Insider Trading Activity

Rhea-AI Filing Summary

Stephen M. Dorwart, a director of Citizens & Northern Corporation (CZNC), reported a non-derivative purchase of company common stock on 08/15/2025. The filing shows 71 shares were acquired at $19.56 per share under transaction code J(1), and the form explains these shares were obtained through reinvestment of a cash dividend under the issuer's dividend reinvestment plan. After the reported transaction, Mr. Dorwart beneficially owns 13,191 shares directly and 6,548 shares indirectly (the indirect holdings are held by a corporation). The Form 4 was signed by an attorney-in-fact on Mr. Dorwart's behalf.

Positive

• 71 shares acquired through the issuer's dividend reinvestment plan (DRIP), showing continued insider participation
• Complete disclosure of post-transaction beneficial ownership: 13,191 direct and 6,548 indirect shares

Negative

• None.

Insights

Securities Analyst

TL;DR: Small, routine DRIP purchase by a director increases direct stake modestly; not material to valuation.

Transaction details show a director acquired 71 shares via dividend reinvestment at $19.56, consistent with routine participation in the issuer's DRIP. The post-transaction beneficial ownership is 13,191 shares direct and 6,548 indirect. This is a routine insider activity disclosure rather than a market-moving event; no options or derivative exercises were reported.

Corporate Governance Expert

TL;DR: Filing documents routine insider reinvestment with proper Section 16 reporting; signature executed by attorney-in-fact.

The Form 4 records a J(1) coded transaction with an explicit explanation that shares were acquired through dividend reinvestment, satisfying affirmative disclosure requirements. The report was submitted for a single reporting person and includes an attorney-in-fact signature, which is permitted under filing rules. No compensatory or unusual transactions are present.

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^*

Dorwart Stephen M

(Last) (First) (Middle)

234 CEDAR ROAD

(Street)

MULLICA HILL NJ 08062

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/15/2025

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	08/15/2025		J(1)	V	71	A	$19.56	13,191	D
Common Stock								6,548	I	By Corporation

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.

	/s/ Melinda S. Kilburn for Stephen M Dorwart, 3/20/25, Attorney-in-Fact	08/22/2025
	** 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 CZNC director Stephen M. Dorwart report on Form 4?

He reported acquiring 71 shares of Citizens & Northern Corp common stock on 08/15/2025 via dividend reinvestment.

At what price were the CZNC shares acquired in the Form 4?

The reported purchase price was $19.56 per share.

How many CZNC shares does Stephen M. Dorwart beneficially own after the transaction?

Following the transaction he beneficially owns 13,191 shares directly and 6,548 shares indirectly.

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

The filing explains the J(1) transaction was shares acquired through reinvestment of cash dividend under the issuer's DRIP.

Who signed the Form 4 for Stephen M. Dorwart?

The Form 4 was signed by Melinda S. Kilburn as attorney-in-fact for Stephen M. Dorwart.