[Form 4] Citizens & Northern Corporation Insider Trading Activity

Rhea-AI Filing Summary

Robert G. Loughery, a director of Citizens & Northern Corp (CZNC), reported a transaction on 08/15/2025 in which he acquired 127 shares of Common Stock at a price of $19.36 through reinvestment of a cash dividend under the company's dividend reinvestment plan. Following the transaction he beneficially owned 10,681 shares directly, and there are indirect holdings reported of 2 shares held by his spouse and 375 shares held by his child. The Form 4 was signed by Melinda S. Kilburn as attorney-in-fact for Mr. Loughery on 08/22/2025 and includes an explanation that the shares were acquired via dividend reinvestment.

Positive

• Acquisition of 127 shares through dividend reinvestment is explicitly reported
• Post-transaction direct beneficial ownership of 10,681 shares is disclosed
• Filing includes explanation that shares were acquired via dividend reinvestment and is signed by an attorney-in-fact

Negative

• None.

Insights

Securities Analyst

TL;DR: Routine insider acquisition via dividend reinvestment; no new compensation or option exercise disclosed.

The filing documents a non-derivative acquisition of 127 common shares at $19.36 on 08/15/2025 attributable to dividend reinvestment. Reported post-transaction beneficial ownership totals 10,681 direct shares with additional indirect holdings of 2 and 375 shares through spouse and child, respectively. This is a standard disclosure under Section 16 showing ownership changes rather than a purchased block or sale that would materially alter insider stake. No derivative transactions, option exercises, or large transfers are recorded.

Corporate Governance Expert

TL;DR: Disclosure is complete for a routine dividend reinvestment; signature indicates use of attorney-in-fact.

The Form 4 clearly states the acquisition method as reinvestment of a cash dividend and includes an explanatory statement. The report is filed by one reporting person and was signed by an attorney-in-fact, Melinda S. Kilburn. Beneficial ownership is itemized into direct and indirect holdings, meeting standard Section 16 reporting expectations. There are no indications of new employment, grants, or dispositions that would raise governance concerns.

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

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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^*

Loughery Robert G

(Last) (First) (Middle)

1128 SLOTTER ROAD

(Street)

PERKASIE PA 18944

(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	127	A	$19.36	10,681	D
Common Stock								2	I	By Spouse
Common Stock								375	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. Shares acquired through reinvestment of cash dividend under a dividend reinvestment plan.

	/s/ Melinda S Kilburn for Robert G Loughery, 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 CZNC director Robert G. Loughery report on Form 4?

He reported acquiring 127 shares of Common Stock on 08/15/2025 through reinvestment of a cash dividend.

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

The shares were reported acquired at a price of $19.36 per share.

How many CZNC shares does Robert G. Loughery beneficially own after the reported transaction?

The Form 4 reports 10,681 shares as direct beneficial ownership following the transaction, plus indirect holdings of 2 and 375 shares held by spouse and child, respectively.

Who signed the Form 4 for Robert G. Loughery?

The Form 4 was signed by Melinda S. Kilburn as attorney-in-fact for Robert G. Loughery on 08/22/2025.

Was the transaction a derivative or non-derivative trade?

The filing reports a non-derivative acquisition of common stock via dividend reinvestment; no derivative transactions are listed.