STOCK TITAN

Citizens & Northern (CZNC) Officer Reports ESOP Reinvestment, Major Share Disposition

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Citizens & Northern Corporation (CZNC) Form 4 reports insider activity for Alex Balagour, EVP and Chief Information Officer. The filing discloses an acquisition of 24 shares of common stock at $19.63 through an ESOP dividend reinvestment plan and notes an associated explanation that the acquisition was an exempt ESOP dividend reinvestment. The form also lists a disposition of 12,151 shares in common stock on the report. After the reported transactions, the reporting person is shown as beneficially owning 1,739 shares indirectly (by ESOP). The filing is a routine Section 16 report documenting changes in ownership by an officer.

Positive

  • ESOP participation documented: 24 shares acquired via dividend reinvestment at $19.63, explicitly noted as an exempt ESOP D/R plan transaction
  • Form accurately identifies reporting person role as EVP & Chief Information Officer, meeting disclosure requirements

Negative

  • Large disposition listed of 12,151 common shares is reported without further context in the form, limiting clarity on the nature and reason for the sale
  • Insufficient context to assess materiality of the 12,151-share disposition versus total outstanding shares or insider holdings

Insights

TL;DR: Routine officer disclosure showing a small ESOP reinvestment and a larger listed disposition; neutral to limited market impact.

The 24-share acquisition at $19.63 via an ESOP dividend reinvestment is operationally immaterial in dollar terms. The listed disposition of 12,151 shares is numerically larger and could be material depending on total outstanding shares, but the filing provides no context on whether that disposition was executed by the reporting person or resulted from plan activity. Beneficial ownership held indirectly of 1,739 shares indicates the reporter's holdings are concentrated in an ESOP structure rather than direct ownership. Overall this Form 4 documents internal compensation plan activity and a significant listed share movement, but the filing lacks context required to assess valuation impact on CZNC.

TL;DR: Disclosure aligns with Section 16 requirements; shows participation in ESOP and a notable disposal entry without explanatory detail.

The filing complies with reporting obligations by identifying the reporting person, relationship (EVP & CIO), and transaction codes. The explanatory note clarifies the 24-share acquisition was an exempt ESOP dividend reinvestment under a D/R plan, which is a common, pre-authorized plan mechanism. The presence of a 12,151-share disposition entry without additional explanation limits interpretability for stakeholders assessing insider intent. From a governance perspective, the record is complete for form purposes but would benefit from clarity on the nature and timing of the larger disposition.

Insider Balagour Alexander
Role EVP- CHIEF INFORMATION OFFICER
Type Security Shares Price Value
Other Common Stock 24 $19.63 $471.12
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 1,739 shares (Indirect, By ESOP); Common Stock — 12,151 shares (Direct)
Footnotes (1)
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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*
Balagour Alexander

(Last) (First) (Middle)
45 TEAL DRIVE

(Street)
LANGHORNE PA 19047

(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 INFORMATION 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 24 A $19.63 1,739 I By ESOP
Common Stock 12,151 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 Alex Balagour, 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 Alex Balagour report on the CZNC Form 4?

The Form 4 reports an acquisition of 24 shares at $19.63 via ESOP dividend reinvestment and lists a disposition of 12,151 shares of Citizens & Northern common stock.

How many CZNC shares does the filing show Alex Balagour beneficially owned after the transactions?

The filing shows 1,739 shares beneficially owned indirectly, held through an ESOP following the reported transactions.

Was the 24-share acquisition part of a pre-existing plan?

Yes. The filing explains the acquisition was an exempt ESOP acquisition via dividend reinvestment under a D/R plan.

Does the Form 4 explain the reason for the 12,151-share disposition?

No. The Form 4 lists the 12,151-share disposition but does not provide additional explanatory detail about the reason or mechanism for that disposition.

What is the reporting person's role at CZNC as listed on the Form 4?

The reporting person is listed as an Executive Vice President — Chief Information Officer and as a director/officer on the form.