Citizens & Northern (CZNC) Form 4: Director buys 18 shares under 10b5-1 plan

Rhea-AI Filing Summary

Katherine W. Shattuck, a director of Citizens & Northern Corp (CZNC), executed a transaction under a written plan effective 05/01/2025. The Form 4 reports a non-derivative transaction in Common Stock on 09/05/2025 where 18 shares were acquired at $20.342 per share. Following the reported transaction, the filing shows 9,502 shares beneficially owned in a direct capacity. The filing was signed on behalf of Ms. Shattuck by an attorney-in-fact, Melinda Kilburn, with a signature date of 09/08/2025. The report is filed pursuant to Section 16 and indicates the purchase was made pursuant to a written plan intended to satisfy Rule 10b5-1(c).

Insights

Securities Analyst

TL;DR: Small director purchase under a Rule 10b5-1 plan; immaterial to cap structure but confirms insider participation.

The Form 4 documents a modest acquisition of 18 common shares at $20.342 under an established written plan effective 05/01/2025. For investors, this is a routine Section 16 disclosure showing insider activity that complies with 10b5-1 affirmative defense conditions. The scale of the transaction (18 shares) is immaterial relative to typical outstanding shares, so it is unlikely to move valuation metrics or signal a material change in insider conviction on its own. Documentation via attorney-in-fact and the explicit plan date support procedural compliance.

Corporate Governance Expert

TL;DR: Properly documented insider purchase under a written plan; governance procedures appear followed.

The filing identifies the reporting person as a director and notes the transaction was executed pursuant to a written plan meeting Rule 10b5-1(c) conditions, which helps mitigate concerns about opportunistic timing. The use of an attorney-in-fact to sign the form is documented and dated. Given the small size of the acquisition and the explicit compliance language, this disclosure reflects routine governance and reporting practice rather than a material governance development.

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).

X

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^*

Shattuck Katherine W

(Last) (First) (Middle)

1171 BARNER ROAD

(Street)

TOWANDA PA 18848

(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)
09/05/2025

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	09/05/2025		P(1)		18	A	$20.342	9,502	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. This transaction was made pursuant to a written plan that became effective 5/1/25.

	/s/ Melinda Kilburn for Katherine W Shattuck, 03.20.25, Attorney-in-Fact	09/08/2025
	** 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 did Katherine W. Shattuck report on Form 4 for CZNC?

The Form 4 reports that Katherine W. Shattuck acquired 18 shares of CZNC common stock on 09/05/2025 at a price of $20.342 per share.

Was the transaction under a written plan (10b5-1) for CZNC insider activity?

Yes. The filing states the transaction was made pursuant to a written plan that became effective 05/01/2025 and the 10b5-1 box is checked.

How many CZNC shares does the reporting person beneficially own after the transaction?

The Form 4 shows the reporting person beneficially owns 9,502 shares following the reported transaction, held in a direct capacity.

Who signed the Form 4 for Katherine W. Shattuck and when?

The form was signed by Melinda Kilburn as attorney-in-fact for Katherine W. Shattuck with a signature date of 09/08/2025.