[Form 4] Citizens & Northern Corporation Insider Trading Activity

Rhea-AI Filing Summary

CITIZENS & NORTHERN CORP (CZNC) director Helen S. Santiago reported purchases of common stock on 08/15/2025 made through a dividend reinvestment plan. The filing lists three non-derivative acquisitions: 119 shares, 1 share, and 1 share at a reported price of $19.36 per share. After these transactions, Ms. Santiago's beneficial ownership is reported as 9,645 shares direct and additional 119 and 118 shares indirect positions, with the filing signed by an attorney-in-fact on her behalf. The document explicitly states the shares were acquired via reinvestment of cash dividends.

Positive

• Transparent disclosure of insider activity with transaction date, price, and post-transaction beneficial ownership
• Acquisitions via dividend reinvestment indicate continued participation in the company's dividend program

Negative

• None.

Insights

Financial Analyst

TL;DR: Insider acquired a small number of shares via dividend reinvestment; ownership change is modest and routine.

The transactions reflect dividend reinvestment rather than open-market purchases or option exercises, totaling 121 shares acquired across three entries at $19.36 per share. The largest reported post-transaction holding is 9,645 shares held directly. From a capital-markets perspective, these are routine, non-material events that primarily indicate participation in the company’s dividend reinvestment program rather than an active accumulation strategy.

Corporate Governance Expert

TL;DR: Reporting complies with Section 16 disclosure; transaction type and signatory are clearly documented.

The Form 4 identifies the reporting person as a director and indicates the filing was executed by an attorney-in-fact. The explanation states the acquisitions resulted from dividend reinvestment, which satisfies Rule 16 reporting when shares are issued in connection with dividends. The filing includes transaction date, price, amounts acquired, and resulting beneficial ownership, meeting standard disclosure requirements for insider 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).

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^*

Santiago Helen S

(Last) (First) (Middle)

263 BRIDGE STREET HILL RD

(Street)

TOWANDA PA 18848

(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)
08/15/2025

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	119	A	$19.36	9,645	D
Common Stock	08/15/2025		J(1)	V	1	A	$19.36	119	I	As Custodian
Common Stock	08/15/2025		J(1)	V	1	A	$19.36	118	I	As Custodian

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.

	/s/ Melinda S Kilburn for Helen S Santiago, 3/20/25, Attorney-in-Fact	08/22/2025
	** 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 Helen S. Santiago report on the Form 4 for CZNC?

The Form 4 reports acquisitions of 119, 1, and 1 shares of CZNC common stock on 08/15/2025 at $19.36 per share, with beneficial ownership reported as 9,645 shares direct and 119 and 118 shares indirect.

How were the CZNC shares acquired according to the filing?

The filing states the shares were acquired through reinvestment of cash dividends under a dividend reinvestment plan.

What is the reporting person’s relationship to CZNC?

The form identifies Helen S. Santiago as a Director of Citizens & Northern Corp.

When was the transaction executed and who signed the Form 4?

The transaction date is 08/15/2025, and the form was signed by Melinda S Kilburn as attorney-in-fact for Helen S. Santiago.

Does the Form 4 indicate any derivative transactions?

No. Table II for derivative securities contains no entries; only non-derivative common stock acquisitions are reported.