[Form 4] Citizens & Northern Corporation Insider Trading Activity

Rhea-AI Filing Summary

Thomas L. Rudy Jr., Executive Vice President and director of Citizens & Northern Corp (CZNC), reported a Form 4 filing showing insider transactions with an earliest transaction date of 08/20/2025. The filing discloses an exempt acquisition of 194 common shares at $19.63 via an ESOP dividend reinvestment plan and a disposition of 37,384 common shares. After the reported transactions, Mr. Rudy beneficially owns 13,781 shares indirectly, plus 21 shares indirectly held by a child. The Form 4 was signed by an attorney-in-fact, Melinda S. Kilburn, and dated 08/25/2025.

Positive

• ESOP dividend reinvestment acquisition of 194 shares at $19.63 was disclosed, showing compliance with plan reporting requirements
• Form 4 filed and signed by attorney-in-fact, indicating timely compliance with Section 16 disclosure obligations

Negative

• Disposition of 37,384 shares was reported, which is a sizable absolute sale and may be viewed as notable by investors

Insights

Securities Analyst

TL;DR Routine insider activity: small ESOP reinvestment and a larger reported disposition; overall filing is informational, not clearly material.

The transaction mix shows a nominal ESOP acquisition of 194 shares at $19.63, consistent with dividend reinvestment, and a larger disposition of 37,384 shares. The filing reports 13,781 shares beneficially owned indirectly after these trades and an additional 21 shares

Corporate Governance Expert

TL;DR Disclosure meets Section 16 requirements; transactions include ESOP reinvestment and a large reported sale, noted as routine.

The Form 4 properly lists the reporting persons role as Executive Vice President and director and identifies transaction codes, amounts, and ownership form. The ESOP acquisition is explicitly described as "exempt" via dividend reinvestment. The reported disposition of 37,384 shares is sizable in absolute terms and is clearly disclosed, fulfilling transparency obligations. No additional governance issues or deficiencies are evident from the form itself.

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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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^*

RUDY THOMAS L JR

(Last) (First) (Middle)

12 GREENBRIAR DRIVE

(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)
	EXEC. VP

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	194	A	$19.63	13,781	I	By ESOP
Common Stock								37,384	D
Common Stock								21	I	By Child

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 Thomas L Rudy, Jr, 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 insider transactions did CZNC Executive VP Thomas L. Rudy Jr. report?

The Form 4 reports an exempt acquisition of 194 shares at $19.63 via ESOP dividend reinvestment and a disposition of 37,384 shares with an earliest transaction date of 08/20/2025.

How many CZNC shares does Thomas L. Rudy Jr. beneficially own after the transactions?

After the reported transactions, Mr. Rudy beneficially owns 13,781 shares indirectly and there are 21 shares reported as held indirectly by a child.

What was the price for the ESOP acquisition reported on the Form 4 for CZNC?

The ESOP acquisition of 194 shares was reported at a price of $19.63 per share.

When was the Form 4 for CZNC signed and by whom?

The Form 4 includes a signature by attorney-in-fact Melinda S. Kilburn on 08/25/2025.

What is the relationship of the reporting person to CZNC?

The reporting person, Thomas L. Rudy Jr., is listed as an Executive Vice President and a Director of Citizens & Northern Corp (CZNC).