[Form 4] Citizens & Northern Corporation Insider Trading Activity

Rhea-AI Filing Summary

Frank G. Pellegrino, a director of Citizens & Northern Corp (CZNC), reported a non-derivative transaction on Form 4. The filing shows a transaction dated 08/15/2025 in which 630 shares of Common Stock were acquired at $19.36 per share through reinvestment of a cash dividend under the company's dividend reinvestment plan. After the transaction, Pellegrino beneficially owns 45,674 shares, held directly. The filing was signed by an attorney-in-fact on 08/22/2025. The record indicates a routine dividend reinvestment purchase rather than an open-market trade.

Positive

• 630 shares acquired through the company's dividend reinvestment plan, demonstrating automated reinvestment of cash dividends
• Post-transaction beneficial ownership disclosed: 45,674 shares held directly, providing transparency

Negative

• None.

Insights

Securities Analyst

TL;DR: Routine dividend reinvestment increased a director's direct holdings by 630 shares to 45,674 shares.

The Form 4 documents a non-derivative acquisition via dividend reinvestment on 08/15/2025 at $19.36 per share. This is a standard transaction reflecting automatic reinvestment of cash dividends; it does not report exercise of options or sale activity. The increase of 630 shares is small relative to typical institutional stakes and appears administrative rather than strategic. Reporting is complete with signature by an attorney-in-fact dated 08/22/2025.

Corporate Governance Expert

TL;DR: Disclosure is compliant and clearly identifies the acquisition method and post-transaction ownership.

The Form 4 identifies Pellegrino as a director and reports the transaction code explanation stating shares were acquired through reinvestment of a cash dividend. Post-transaction beneficial ownership is disclosed as 45,674 shares, held directly. The form indicates single reporting person filing. Documentation includes an attorney-in-fact signature, meeting filing formalities.

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^*

Pellegrino Frank G

(Last) (First) (Middle)

2050 POCO FARM ROAD

(Street)

WILLIAMSPORT PA 17701

(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	630	A	$19.36	45,674	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. Shares acquired through reinvestment of cash dividend under a dividend reinvestment plan.

	/s/ Melinda S Kilburn for Frank G Pellegrino, 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 Frank G. Pellegrino report on Form 4 for CZNC?

The Form 4 reports acquisition of 630 shares of CZNC common stock on 08/15/2025 via dividend reinvestment.

At what price were the CZNC shares acquired in the reported transaction?

The shares were acquired at a reported price of $19.36 per share.

How many CZNC shares does Frank G. Pellegrino beneficially own after the transaction?

After the transaction Pellegrino beneficially owns 45,674 shares, held directly.

What was the stated reason for the share acquisition in the Form 4?

The Form 4 explanation states the shares were acquired through reinvestment of a cash dividend under the dividend reinvestment plan.

When was the Form 4 signed and by whom?

The filing shows it was signed by Melinda S Kilburn as Attorney-in-Fact for Frank G. Pellegrino on 08/22/2025.