[Form 4] Citizens & Northern Corporation Insider Trading Activity

Rhea-AI Filing Summary

Katherine W. Shattuck, a director of Citizens & Northern Corporation (CZNC), acquired 116 shares of the issuer's common stock on 08/15/2025 through reinvestment of a cash dividend under the company's dividend reinvestment plan at an average price of $19.36 per share. After the transaction, Ms. Shattuck beneficially owned 9,484 shares on a direct basis. The Form 4 indicates the purchase was coded as a dividend reinvestment (J) and executed via an attorney-in-fact signature on behalf of the reporting person.

Positive

• Director participation in the dividend reinvestment plan demonstrates continued alignment with shareholder returns.
• Increase in direct beneficial ownership to 9,484 shares reflects incremental insider stake accumulation.

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Small insider accumulation via dividend reinvestment shows routine, non-disruptive ownership increase by a director.

The transaction is a standard reinvestment of dividends into 116 common shares, increasing direct shareholdings to 9,484. Because the purchase arises from a dividend reinvestment plan, it reflects routine participation in shareholder programs rather than an active market purchase driven by new information. For governance, the transaction raises no immediate concerns about conflicts or related-party issues and is consistent with long-term alignment of directors with shareholders.

Securities/Equity Analyst

TL;DR: The trade is immaterial to CZNC's capitalization and unlikely to affect valuation or trading dynamics.

Acquisition of 116 shares at $19.36 via dividend reinvestment represents a modest increase in insider holdings. The reported beneficial ownership of 9,484 shares is small relative to typical public-company floats, so this transaction is not material to equity supply or investor valuation. It is nevertheless a factual disclosure investors use to monitor insider participation.

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^*

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)
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	116	A	$19.36	9,484	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 Katherine W Shattuck, 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 Katherine W. Shattuck report on Form 4 for CZNC?

She reported acquiring 116 shares of Citizens & Northern Corporation common stock through dividend reinvestment on 08/15/2025.

At what price were the CZNC shares acquired in this Form 4?

The shares were acquired at an average price of $19.36 per share.

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

Following the reported transaction, the reporting person beneficially owned 9,484 shares on a direct basis.

Was the CZNC transaction an open-market purchase or another type of acquisition?

The Form 4 shows the acquisition was via a dividend reinvestment plan (not an open-market purchase).

Does the Form 4 indicate any indirect ownership or special arrangements for these CZNC shares?

No. The filing reports direct ownership and does not describe any indirect beneficial ownership for these shares.