[Form 4] Citizens & Northern Corporation Insider Trading Activity

Rhea-AI Filing Summary

Glenn Richard, an executive vice president, corporate secretary and director of Citizens & Northern Corporation (CZNC), reported transactions on 08/20/2025. The filing shows an exempt acquisition of 2 shares of CZNC common stock at $19.63 each through an ESOP dividend reinvestment plan. After the reported transaction, Mr. Richard is shown as beneficially owning 133 shares indirectly via the ESOP. The form also records a separate entry of 1,501 shares disposed (listed as "D"). The Form 4 was signed by an attorney-in-fact on behalf of Mr. Richard and filed on 08/25/2025.

Positive

• Timely disclosure of insider transactions fulfilling Section 16 reporting requirements
• Acquisition via ESOP dividend reinvestment indicates routine employee benefit activity rather than opportunistic trading

Negative

• Reported disposal of 1,501 shares is presented without explanation, which could prompt investor questions about intent
• Form lacks context on total outstanding shares, so materiality of the transactions cannot be assessed from this filing alone

Insights

Securities Analyst

TL;DR: Small insider ESOP reinvestment and a larger reported disposal; likely routine and not material to valuation.

The Form 4 documents a customary ESOP dividend reinvestment that resulted in the acquisition of 2 shares at $19.63, recorded as an exempt transaction. The filing separately lists a disposal of 1,501 shares. For a small-cap bank like CZNC, these amounts should be compared to total outstanding shares to assess materiality; the filing itself does not provide that context. The reporting person holds roles as EVP Counsel, corporate secretary and director, which mandates timely Section 16 reporting. No option exercises or derivative activity are reported.

Corporate Governance Expert

TL;DR: Disclosure meets Section 16 requirements; transactions appear administrative (ESOP reinvestment and a disposal) rather than strategic insider trades.

The Form 4 includes the required disclosure elements: reporting person identity and relationship, transaction dates, codes, amounts, and an explanation stating the acquisition was an ESOP dividend reinvestment. The presence of an attorney-in-fact signature is properly noted. The filing does not state motives or provide additional context on the disposal of 1,501 shares, so readers must not infer intent beyond the reported facts.

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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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^*

James Glenn Richard

(Last) (First) (Middle)

710 SANDRA LANE

(Street)

NORRISTOWN PA 19403

(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 COUNSEL, CORP SECRETARY

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	2	A	$19.63	133	I	By ESOP
Common Stock								1,501	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 Glenn Richard James, 3/20/2025, 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 did Glenn Richard report on the Form 4 for CZNC?

The filing reports an exempt acquisition of 2 shares at $19.63 via an ESOP dividend reinvestment on 08/20/2025, and a separate entry showing 1,501 shares disposed.

What is the relationship of the reporting person to CZNC?

Glenn Richard is listed as a Director and an Officer with the title EVP Counsel, Corporate Secretary.

How many shares does Glenn Richard beneficially own after the reported transaction?

The filing shows 133 shares beneficially owned indirectly following the reported transaction(s).

When were the transactions reported and when was the Form 4 filed?

The transaction date is 08/20/2025 and the Form 4 was filed with a signature date of 08/25/2025.

Was the acquisition part of a Rule 10b5-1 plan or similar?

The filing states the acquisition was an exempt acquisition in ESOP via dividend reinvestment; it does not indicate a Rule 10b5-1 plan.