[Form 4] Citizens & Northern Corporation Insider Trading Activity

Rhea-AI Filing Summary

Tracy E. Watkins, Executive Vice President and Director of Citizens & Northern Corp (CZNC) reported two non-derivative acquisitions of common stock in August 2025. On 08/15/2025 she acquired 89 shares at $19.36 each through dividend reinvestment. On 08/20/2025 she acquired 6,232 shares at $19.63 each via an ESOP dividend reinvestment, resulting in 9,143 shares reported as beneficially owned following the transactions. The Form 4 was signed by an attorney-in-fact on behalf of Ms. Watkins.

Positive

• Insider increased ownership through dividend reinvestment, raising reported beneficial ownership to 9,143 shares
• Transactions were properly disclosed on Form 4 with explanation that purchases were via DRIP and ESOP

Negative

• None.

Insights

Securities Analyst

TL;DR: Insider purchases were small and executed via dividend reinvestment plans, indicating passive accumulation rather than a new active buy program.

The filings show two acquisitions executed under dividend reinvestment mechanisms: a direct DRIP purchase of 89 shares at $19.36 and an ESOP-related DRIP acquisition of 6,232 shares at $19.63. The combined transactions are administrative in nature and consistent with routine compensation and dividend-plan activity rather than open-market purchases. These transactions increase reported beneficial ownership to 9,143 shares. For investors, the activity is a factual disclosure of insider holdings but appears immaterial to CZNC's capital structure or control.

Corporate Governance Expert

TL;DR: The Form 4 documents standard insider reinvestment activity with proper signature via attorney-in-fact.

The report includes clear explanations that both transactions were dividend reinvestments, one directly and one through an ESOP. The Form 4 is completed with the required signature executed by an attorney-in-fact, which complies with filing norms. There is no indication of prearranged Rule 10b5-1 trading nor of any unusual or accelerated disposition. From a governance perspective, this is routine disclosure of compensation-related equity accumulation.

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^*

Watkins Tracy Ellen

(Last) (First) (Middle)

1972 NORTH WILLIAMSON ROAD

(Street)

COVINGTON PA 16917

(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)
08/15/2025

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	89	A	$19.36	9,143	D
Common Stock	08/20/2025		J(2)	V	88	A	$19.63	6,232	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 Tracy E Watkins, 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 Vice President Tracy E. Watkins report on Form 4?

Ms. Watkins reported two acquisitions: 89 shares on 08/15/2025 at $19.36 via dividend reinvestment and 6,232 shares on 08/20/2025 at $19.63 via ESOP dividend reinvestment.

How many shares does Tracy E. Watkins beneficially own after the reported transactions?

The Form 4 reports a total of 9,143 shares beneficially owned following the transactions.

Were the reported CZNC transactions purchases or dispositions?

Both reported transactions are acquisitions (purchases), executed through dividend reinvestment mechanisms.

Did the Form 4 indicate the transactions were part of a 10b5-1 plan?

No. The filing explains the acquisitions were via dividend reinvestment plan and ESOP; it does not indicate a Rule 10b5-1 plan.

Who signed the Form 4 for Tracy E. Watkins?

The Form 4 was signed by Melinda S Kilburn as Attorney-in-Fact for Tracy E. Watkins, with the signature date noted as 08/25/2025.