[Form 4] Citizens & Northern Corporation Insider Trading Activity

Rhea-AI Filing Summary

Frank G. Pellegrino, a director of Citizens & Northern Corp (CZNC), reported acquiring 218 shares of common stock on 08/08/2025 at a price of $18.66 per share. The filing states the transaction was executed under a written trading plan that became effective 05/01/2025 (Rule 10b5-1). Following the purchase, Mr. Pellegrino's direct beneficial ownership is reported as 45,044 shares.

The Form 4 shows no derivative transactions and was signed by an attorney-in-fact, Melinda S. Kilburn, on behalf of Mr. Pellegrino and filed on 08/11/2025. The report is filed by one reporting person and identifies Mr. Pellegrino as a director. No other material changes or disclosures appear in this filing.

Positive

• Purchase executed under a written 10b5-1 trading plan, providing pre-arranged trade documentation
• Direct beneficial ownership increased to 45,044 shares after the acquisition of 218 shares at $18.66

Negative

• None.

Insights

Securities Analyst

TL;DR: Director purchased 218 CZNC shares under a 10b5-1 plan, raising direct holdings to 45,044 shares.

The transaction is a small, routine insider purchase executed pursuant to a written 10b5-1 trading plan effective 05/01/2025. The reported price of $18.66 and the acquisition of 218 shares result in a reported direct holding of 45,044 shares. No options, warrants, or dispositions are reported. Given the size relative to total reported holdings, this trade is unlikely to be material to valuation but is a straightforward disclosure of insider buying activity.

Corporate Governance Expert

TL;DR: Filing documents a plan-driven insider buy with proper attorney-in-fact signature and routine disclosures.

The Form 4 identifies Mr. Pellegrino as a director and indicates the purchase was made under a written plan that became effective 05/01/2025, satisfying Rule 10b5-1 affirmative defense conditions as noted in the filing. The form was executed by an attorney-in-fact and filed by a single reporting person. There are no disclosures of derivative positions or changes to ownership form, and the filing follows standard SEC reporting requirements for Section 16 insiders.

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).

X

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^*

Pellegrino Frank G

(Last) (First) (Middle)

2050 POCO FARM ROAD

(Street)

WILLIAMSPORT PA 17701

(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)
08/08/2025

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	08/08/2025		P(1)		218	A	$18.66	45,044	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. This transaction was made pursuant to a written plan that became effective 5/1/25.

	/s/ Melinda S Kilburn for Frank Pellegrino, 3/20/25, Attorney-in-Fact	08/11/2025
	** 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 the CZNC Form 4 filed by Frank G. Pellegrino report?

The Form 4 reports that Frank G. Pellegrino acquired 218 shares of CZNC common stock on 08/08/2025 at $18.66 per share under a written plan.

Was the CZNC insider transaction executed under a 10b5-1 plan?

Yes. The filing states the transaction was made pursuant to a written plan that became effective on 05/01/2025, indicating a Rule 10b5-1 plan.

How many CZNC shares does Frank Pellegrino own after the reported transaction?

Following the reported transaction, Mr. Pellegrino's direct beneficial ownership is reported as 45,044 shares.

Who signed the Form 4 on behalf of the reporting person?

The Form 4 was signed by Melinda S. Kilburn as attorney-in-fact for Frank Pellegrino and dated 08/11/2025.

Did the filing disclose any derivative securities or dispositions?

No. Table II shows no derivative transactions, and the filing reports an acquisition of common stock only.