Citizens & Northern (CZNC) insider Form 4 shows ESOP sale and dividend reinvestment purchases

Rhea-AI Filing Summary

Stan R. Dunsmore, Executive Vice President and Chief Credit Officer of Citizens & Northern Corporation (CZNC) reported several changes in beneficial ownership of the company’s common stock. The filing shows an acquisition of 1 share at $19.36 on 08/15/2025 held indirectly by a child, and an acquisition of 130 shares at $19.63 on 08/20/2025 held indirectly by an ESOP. The form also records a disposition of 21,311 shares (listed under ESOP). The explanatory notes state the purchases were made through dividend reinvestment and an ESOP exempt acquisition via dividend reinvestment plan. All reported holdings are shown as indirect ownership.

Positive

• Purchases executed via dividend reinvestment indicate continued participation in company benefit plans
• Transactions are reported as indirect, reflecting plan or family holdings rather than immediate insider trading

Negative

• Disposition of 21,311 shares (ESOP) is sizable in absolute terms and may be material depending on total outstanding shares
• Filing lacks context on percent ownership, so the investor impact of the reported disposal cannot be assessed from this form alone

Insights

Financial Analyst

TL;DR: Routine insider activity: small dividend-reinvestment purchases and a sizable ESOP disposition; overall impact appears limited without context.

The filing documents rollover purchases via dividend reinvestment (1 share at $19.36 and 130 shares at $19.63) and a reported disposal of 21,311 shares attributed to an ESOP. The purchases are small and executed under dividend reinvestment provisions, indicating non-discretionary acquisitions. The 21,311-share disposition is the largest single movement reported and could affect near-term share counts if it reflects a distribution or plan reallocation, but the form does not provide market cap or percentage ownership to assess materiality. Ownership entries are recorded as indirect, limiting direct voting implications.

Corporate Governance Expert

TL;DR: Transactions appear procedural and plan-driven (dividend reinvestment/ESOP) rather than opportunistic insider trading, with indirect holdings noted.

The reporting person is identified as an officer and director, and the transactions are linked to a dividend reinvestment plan and ESOP mechanics per the explanatory footnotes. These transaction codes and the indirect ownership designations suggest the movements were executed under existing employee-benefit arrangements rather than discretionary sales or purchases by the officer. The large ESOP-related disposition warrants review by governance stakeholders to confirm it aligns with plan terms and not a change in control or compensation policy; the filing itself does not provide that context.

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^*

Dunsmore Stan R

(Last) (First) (Middle)

214 ROUTE 660

(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, CHIEF CREDIT OFFICER

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	1	A	$19.36	88	I	By Child
Common Stock	08/20/2025		J(2)	V	130	A	$19.63	9,212	I	By ESOP
Common Stock								21,311	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. 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 Stan R Dunsmore, 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).
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FAQ

What insider transactions did CZNC officer Stan R. Dunsmore report?

Reported transactions include acquisition of 1 share at $19.36 on 08/15/2025, acquisition of 130 shares at $19.63 on 08/20/2025, and a disposition of 21,311 shares (ESOP).

Were the reported CZNC transactions discretionary trades or plan-based?

Plan-based: Explanations state the acquisitions were through dividend reinvestment and an ESOP exempt acquisition via dividend reinvestment.

Are the reported holdings direct or indirect for CZNC filings?

All reported holdings are listed as indirect (noted as 'I') with specific lines indicating 'By Child' and 'By ESOP'.

What prices were the CZNC shares bought at according to the form?

Purchase prices shown are $19.36 for the 1-share acquisition and $19.63 for the 130-share acquisition.

Does the Form 4 explain the reason for the 21,311-share disposition?

The form lists the disposition under ESOP but does not provide additional detail on the reason or resulting ownership percentages.