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Citizens & Northern (CZNC) Insider Filing: ESOP Reinvestment and Large Share Disposition

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

Rhea-AI Filing Summary

Harold F. Hoose III, Executive Vice President of Citizens & Northern Corp (CZNC), reported transactions in the company's common stock. On 08/20/2025 an exempt acquisition occurred through the company's ESOP via dividend reinvestment, resulting in 221 shares acquired at $19.63, bringing Mr. Hoose's indirect beneficial ownership to 15,718 shares. Separately, 39,321 shares were disposed (form records the disposition amount). The filing was signed by an attorney-in-fact on 08/25/2025. The form indicates the transaction was intended to qualify for an affirmative defense under Rule 10b5-1 where applicable and identifies the reporting person as an officer (EXEC. VP) and director.

Positive

  • ESOP acquisition of 221 shares was disclosed as exempt via dividend reinvestment, indicating routine plan activity
  • Form 4 properly identifies the reporting person as Executive Vice President and director and includes a signature via attorney-in-fact

Negative

  • Material disposition of 39,321 shares is reported without price or transaction-code detail, reducing transparency
  • Filing does not provide context for the disposal (e.g., whether part of a planned sale or transfer), limiting investor assessment

Insights

TL;DR: Routine insider ESOP reinvestment acquisition and a large reported disposition create a neutral disclosure with limited immediate market impact.

The Form 4 shows an exempt ESOP acquisition of 221 shares at $19.63 via dividend reinvestment, increasing indirect holdings to 15,718 shares. The form also reports a disposal of 39,321 shares but does not provide execution details linking that disposition to any specific sale program or price. For investors, the ESOP reinvestment is administrative and customary; the materiality of the 39,321-share disposition depends on context not present in the filing (such as percentage of outstanding shares or timing/pricing). Because the filing lacks price/details for the disposal and broader context, its informative value for valuation or governance analysis is limited.

TL;DR: Disclosure is compliant and indicates officer-level activity, but missing disposal details reduce transparency.

The report properly identifies the reporting person, relationship to the issuer, and the exempt nature of the ESOP acquisition. Signature by an attorney-in-fact is noted. However, the filing records a significant disposal quantity (39,321 shares) without accompanying transaction codes or prices for that disposal line, limiting stakeholders' ability to assess motives or compliance with insider trading policies. From a governance perspective, further detail would improve transparency.

Insider Hoose Harold F III
Role EXEC. VP
Type Security Shares Price Value
Other Common Stock 221 $19.63 $4K
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 15,718 shares (Indirect, By ESOP); Common Stock — 39,321 shares (Direct)
Footnotes (1)
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Form 4 Insider Transactions: What Each Field Means →
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*
Hoose Harold F III
(Last) (First) (Middle)
286 HUNTER'S TRAIL ROAD
(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 221 A $19.63 15,718 I By ESOP
Common Stock 39,321 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 Harold F Hoose, III, 4/24/25, 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.

Source: View Original Filing on SEC EDGAR

FAQ

What transactions did Harold F. Hoose III report on Form 4 for CZNC?

The filing reports an ESOP dividend reinvestment acquisition of 221 shares at $19.63 on 08/20/2025 and a reported disposition of 39,321 shares.

How many CZNC shares does Harold F. Hoose III beneficially own after the reported transaction?

The filing states indirect beneficial ownership of 15,718 shares following the reported acquisition.

Was the acquisition for CZNC exempt and how was it executed?

Yes; the acquisition is described as an exempt acquisition in ESOP via dividend reinvestment under D/R plan.

Who signed the Form 4 for Harold F. Hoose III?

The Form 4 was signed on behalf of Harold F. Hoose III by Melinda S Kilburn, Attorney-in-Fact and dated 08/25/2025.

Does the Form 4 explain the reason for the 39,321-share disposition?

No; the filing lists the disposition quantity but does not provide price, transaction code, or explanatory context for that disposal.