[Form 4] Citizens & Northern Corporation Insider Trading Activity

Rhea-AI Filing Summary

Citizens & Northern Corp. (CZNC) Form 4 filing: Director Frank G. Pellegrino reported the purchase of 203 common shares on 07/07/2025 at an average price of $19.9897 per share. The transaction was executed under a Rule 10b5-1 trading plan that became effective 05/01/2025. Following the purchase, Pellegrino now directly owns 44,826 shares of CZNC common stock.

The filing shows no dispositions or derivative security transactions. Given CZNC’s ~15 million outstanding shares, the purchased amount represents less than 0.002% of shares outstanding and is unlikely to materially affect the company’s ownership structure or market sentiment. Nonetheless, insider buying—however small—can serve as a modest indicator of director confidence.

Positive

• Insider purchase: Director increased direct holdings by 203 shares, a traditional—albeit small—signal of confidence.
• Compliance with Rule 10b5-1: Transaction executed under a pre-existing plan, indicating transparent governance.

Negative

• Immaterial size: Purchase represents less than 0.002% of shares outstanding and is unlikely to influence market perception or ownership structure.

Insights

Securities Analyst

TL;DR: Small 203-share insider purchase; signals modest confidence, but immaterial to valuation.

The $4k transaction (203 × $19.9897) is negligible relative to CZNC’s market cap and the director’s existing 44.8k-share stake. Because the trade was pre-scheduled under a 10b5-1 plan, it carries limited informational value and reduces signaling power. I view the filing as neutral for investors; it neither changes fundamentals nor indicates significant strategic action.

Corporate Governance Expert

TL;DR: Rule 10b5-1 purchase shows compliance; no governance red flags detected.

Pellegrino’s adherence to a written 10b5-1 plan mitigates insider-trading risk and demonstrates good governance practice. The minuscule trade size does not suggest aggressive accumulation or manipulation. Overall impact is not material to shareholder interests but reflects procedural rigor.

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)
07/07/2025

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	07/07/2025		P(1)		203	A	$19.9897	44,826	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	07/08/2025
	** 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

How many CZNC shares did Frank G. Pellegrino buy on 07/07/2025?

He purchased 203 common shares of Citizens & Northern Corp.

What was the purchase price for the CZNC insider transaction?

The shares were bought at an average price of $19.9897 per share.

How many CZNC shares does the director own after the transaction?

Frank G. Pellegrino now directly owns 44,826 CZNC shares.

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

Yes. The filing states the trade was pursuant to a plan effective 05/01/2025.

Does the Form 4 show any derivative security transactions?

No. No derivative securities were acquired or disposed of in this filing.