[Form 4] Citizens & Northern Corporation Insider Trading Activity

Rhea-AI Filing Summary

Mark A. Hughes, Executive Vice President and CFO of Citizens & Northern Corp (CZNC), reported changes in his beneficial ownership on Form 4. The filing discloses an exempt acquisition of 260 shares of common stock on 08/20/2025 through the company ESOP via dividend reinvestment at a price of $19.63 per share. The report also shows a disposition of 70,280 shares (listed as disposed) and indicates total shares beneficially owned following the reported transaction(s) of 18,458 shares held indirectly. The filing was submitted via attorney-in-fact and includes an explanation that the 260-share acquisition was exempt under the ESOP dividend reinvestment plan.

Positive

• Acquisition via ESOP: A reinvestment of 260 shares through the company ESOP indicates participation in an employee stock ownership mechanism.
• Clear disclosure: The filing includes an explicit explanation that the 260-share purchase was an exempt ESOP dividend reinvestment.

Negative

• Large disposition recorded: The form lists a 70,280-share disposition, which is sizable and could be material to insider alignment if not explained.
• Insufficient detail on disposition: The filing does not provide context, price, or motivation for the 70,280-share disposal in the explanation section.

Insights

Securities Analyst

TL;DR: Insider reported a small exempt ESOP reinvestment and a large disposition, leaving 18,458 shares beneficially owned.

The filing shows two distinct actions: a modest exempt acquisition of 260 shares through ESOP dividend reinvestment at $19.63 and a separate line recording a 70,280-share disposition. The net position reported after the transactions is 18,458 shares held indirectly. For investors, the disposition is the more material item given its size, but the form does not state timing, price, or reason for that disposition beyond the single ESOP acquisition explanation. The filing is informational under Section 16 and does not by itself indicate company performance.

Corporate Governance Expert

TL;DR: Filing documents routine ESOP reinvestment and a significant share disposal; governance implications depend on undisclosed context.

The report was filed by one reporting person and signed by an attorney-in-fact. The ESOP dividend reinvestment acquisition is explicitly described as exempt, which is standard. The large 70,280-share disposition is noteworthy from a governance perspective because such reductions in insider holdings can affect perceptions of insider alignment, but the form provides no explanatory detail. Absent additional context (dates/prices for the disposal, whether related to estate planning, tax, or diversification), the governance impact is indeterminate.

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^*

HUGHES MARK A

(Last) (First) (Middle)

8839 ROUTE 6

(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 AND CFO

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	260	A	$19.63	18,458	I	By ESOP
Common Stock								70,280	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 Mark A Hughes, 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 changes in insider holdings did the Form 4 for CZNC report?

The Form 4 reports an exempt acquisition of 260 shares via ESOP dividend reinvestment at $19.63 and a recorded disposition of 70,280 shares, leaving 18,458 shares beneficially owned following the transactions.

Who filed the Form 4 for CZNC and what is their role?

The reporting person is Mark A. Hughes, Executive Vice President and Chief Financial Officer of Citizens & Northern Corp, and the form was filed by one reporting person via attorney-in-fact.

Was the 260-share acquisition subject to an exemption?

Yes. The filing explains the acquisition of 260 shares was an exempt purchase under the company’s ESOP via dividend reinvestment under the D/R plan.

Does the Form 4 explain the reason for the 70,280-share disposition?

No. The explanation section only addresses the 260-share ESOP acquisition; the filing does not provide a reason, price, or date details for the 70,280-share disposition.

How many shares does Mark A. Hughes beneficially own after these transactions?

The Form 4 reports 18,458 shares beneficially owned following the reported transaction(s), held indirectly.