[Form 4] Citizens & Northern Corporation Insider Trading Activity

Rhea-AI Filing Summary

This Form 4 shows J. Bradley Scovill, President and CEO of Citizens & Northern Corp (CZNC), reported two small stock acquisitions via dividend reinvestment: 503 shares on 08/15/2025 at a price of $19.57 and 86 shares on 08/20/2025 at $19.63. After these transactions, Mr. Scovill beneficially owns 124,523 shares directly and 6,105 shares indirectly through an ESOP.

The filing notes the 503-share purchase resulted from reinvestment of a cash dividend under the company dividend reinvestment plan, and the 86-share acquisition was an exempt ESOP acquisition via dividend reinvestment. The form is signed by an attorney-in-fact and dated 08/25/2025.

Positive

• CEO increased direct ownership to 124,523 shares following reinvested dividends
• Additional ESOP holdings of 6,105 shares acquired via dividend reinvestment, showing employee plan participation
• Full disclosure of transaction dates, prices ($19.57 and $19.63) and nature of acquisitions

Negative

• None.

Insights

Financial Analyst

TL;DR Insider purchases via dividend reinvestment slightly increased the CEO's stake; holding remains concentrated.

These transactions are routine reinvestments rather than open-market buys, indicating continued participation in the companys DRIP rather than a discretionary purchase signal. The direct holding of 124,523 shares represents the material ownership stake disclosed on this Form 4, while 6,105 shares are held indirectly in an ESOP. For analysts, the key takeaway is unchanged control alignment: management maintains meaningful direct ownership, but the transactions themselves are modest in size and executed at prevailing dividend reinvestment prices of about $19.6 per share.

Corporate Governance Expert

TL;DR Transactions are standard DRIP activity; governance implications are minimal and fully disclosed.

The filing documents dividend reinvestment plan activity and an exempt ESOP acquisition, both routine mechanisms for increasing insider holdings. Disclosure appears complete for Section 16 reporting: dates, amounts, prices, ownership form, and the nature of indirect ownership (ESOP) are provided. Signature is executed by an attorney-in-fact and dated, satisfying filing formalities. There are no indications of unusual transactions or governance concerns in the submitted data.

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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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^*

SCOVILL J BRADLEY

(Last) (First) (Middle)

47 WALNUT 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)
	PRESIDENT AND CEO

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	503	A	$19.57	124,523	D
Common Stock	08/20/2025		J(2)	V	86	A	$19.63	6,105	I	by ESOP

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.

2. Exempt acquisition in ESOP via dividend reinvestment under D/R plan.

	/s/ Melinda S Kilburn for J Bradley Scovill, 3/20/2025, 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 purchases did CZNC insider J. Bradley Scovill report on Form 4?

The Form 4 reports purchases of 503 shares on 08/15/2025 at $19.57 and 86 shares on 08/20/2025 at $19.63.

How many CZNC shares does the reporting person own after these transactions?

After the reported transactions, the reporting person beneficially owns 124,523 shares directly and 6,105 shares indirectly through an ESOP.

Were these CZNC transactions open-market purchases or part of a dividend reinvestment plan?

The filing states the 503-share purchase was via dividend reinvestment plan and the 86-share acquisition was an exempt ESOP acquisition via dividend reinvestment.

When was the Form 4 signed and by whom?

The form includes a signature by Melinda S Kilburn acting as attorney-in-fact for J. Bradley Scovill and is dated 08/25/2025.

Do these reported transactions indicate a change in control or major governance event at CZNC?

No. The filing documents routine reinvestment activity and does not report any change in control or other governance events.