[Form 4] Citizens & Northern Corporation Insider Trading Activity

Rhea-AI Filing Summary

Matthew L. Bower, EVP and Chief Wealth Management Officer of Citizens & Northern Corp (CZNC), reported insider transactions on Form 4. The filing discloses an acquisition of 19 shares of common stock on 08/20/2025 through an ESOP dividend reinvestment plan at a reported price of $19.63 per share, recorded as indirect ownership. The filing also shows a separate disposition of 7,497 shares of common stock (reported as disposed), and indicates 1,359 shares beneficially owned following the ESOP-related acquisition. The report was signed by an attorney-in-fact on behalf of Mr. Bower.

Positive

• Transaction disclosed complies with Section 16 reporting requirements
• Acquisition via ESOP dividend reinvestment indicates participation in employee benefit plan

Negative

• Reported disposition of 7,497 shares is sizable and reduces reported holdings
• Filing lacks price and contextual details for the 7,497-share disposal

Insights

Financial Analyst

TL;DR: Routine insider ESOP reinvestment plus a significant disposal reported; overall neutral without further context.

The Form 4 shows a small, exempt acquisition of 19 shares via an ESOP dividend reinvestment at $19.63 per share and a reported disposal of 7,497 shares. The acquisition is labeled exempt under an ESOP dividend reinvestment program, which is typically administrative and not market-timing. The disposal of 7,497 shares is sizable in absolute terms but the filing does not state price, timing details beyond the form, or whether the disposed shares were personal or plan-related. Without additional context on total insider holdings or purpose of the sale, the event is information but not determinative for valuation.

Corporate Governance Expert

TL;DR: Disclosure meets Section 16 requirements; documentation shows use of attorney-in-fact signature.

The filing identifies Mr. Bower as an officer (EVP, Chief Wealth Management Officer) and reports transactions consistent with an ESOP dividend reinvestment exemption. The signature block indicates the form was executed by an attorney-in-fact, which is permissible under Form 4 rules when properly authorized. The report includes both acquisition and disposition entries; however, it lacks narrative on the rationale for the disposal. From a governance and compliance perspective, the filing appears to satisfy reporting formalities based on the content provided.

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^*

Bower Matthew L

(Last) (First) (Middle)

90-92 MAIN STREET

(Street)

WELLSBORO PA 16901

(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)
	EVP, CHIEF WEALTH MGMT OFFICER

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	19	A	$19.63	1,359	I	By ESOP
Common Stock								7,497	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 Matthew L Bower, 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 transactions did Matthew L. Bower report on Form 4 for CZNC?

The Form 4 reports an acquisition of 19 shares via ESOP dividend reinvestment at $19.63 per share on 08/20/2025 and a separate disposition of 7,497 shares of common stock.

Does the filing state how many shares Mr. Bower owns after the transactions?

The filing shows 1,359 shares beneficially owned following the ESOP-related acquisition; no consolidated total ownership for all holdings is provided in the content.

Was the Form 4 signed by Matthew L. Bower?

The form was signed on behalf of Matthew L. Bower by Melinda S Kilburn as Attorney-in-Fact with a signature date of 08/25/2025 in the filing.

What does the explanation note say about the acquisition?

The explanation states: "Exempt acquisition in ESOP via dividend reinvestment under D/R plan."

Is the ESOP acquisition considered an exempt transaction?

Yes; the filing explicitly notes the acquisition is exempt because it was made through an ESOP dividend reinvestment plan.