Citizens & Northern director reports planned purchase of 199 CZNC shares

Rhea-AI Filing Summary

Frank G. Pellegrino, a director of Citizens & Northern Corp (CZNC), reported a non-derivative purchase of 199 shares of the company's common stock on 09/05/2025 at a reported price of $20.342 per share. The filing notes the transaction was executed under a written plan that became effective on 05/01/2025, indicating the purchase was made pursuant to Rule 10b5-1 trading arrangements. After the transaction Pellegrino beneficially owned 45,873 shares directly. The Form 4 was signed by an attorney-in-fact and filed with the reported signature dated 09/08/2025.

Positive

• Insider purchase executed under a written 10b5-1 plan, providing documented procedural compliance
• Director increased direct holdings to 45,873 shares following the transaction

Negative

• None.

Insights

Financial Analyst

TL;DR: Director purchased a small number of shares under a 10b5-1 plan; likely low material impact on valuation.

The Form 4 shows a 199-share purchase at $20.342 executed under a written plan effective 05/01/2025, bringing the director's direct holdings to 45,873 shares. This is a routine insider acquisition under an established trading plan rather than an ad-hoc trade. Given the relatively small size of the purchase versus total reported holdings, the transaction is unlikely to materially affect company valuation or signal a major change in insider conviction on its own.

Corporate Governance Expert

TL;DR: Disclosure is compliant and includes 10b5-1 plan disclosure; filing appears procedurally correct.

The report includes the required indication that the trade was pursuant to a written plan and provides the plan effective date (05/01/2025). The Form 4 lists direct ownership and is signed by an attorney-in-fact, consistent with permitted filing practices. There are no red flags in the disclosure itself; the trade size is modest and documented as planned trading activity.

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).

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)
09/05/2025

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	09/05/2025		P(1)		199	A	$20.342	45,873	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	09/08/2025
	** 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 transaction did Frank G. Pellegrino report for CZNC?

He reported a purchase of 199 shares of CZNC common stock on 09/05/2025 at a price of $20.342 per share.

Was the CZNC insider trade made under a 10b5-1 plan?

Yes. The Form 4 states the transaction was made pursuant to a written plan that became effective on 05/01/2025.

How many CZNC shares does the reporting director own after the trade?

The filing reports the director beneficially owned 45,873 shares following the reported transaction.

When was the Form 4 for this CZNC transaction signed and filed?

The signature block shows the filing was signed by an attorney-in-fact and dated 09/08/2025.

Does this Form 4 disclosure show any derivative transactions?

No. The filing contains only a non-derivative common stock purchase and does not report derivative securities.