[Form 4] Citizens & Northern Corporation Insider Trading Activity

Rhea-AI Filing Summary

Leo F. Lambert, a director of Citizens & Northern Corporation (CZNC), reported a non-derivative purchase of 187 shares of the company's common stock on 08/15/2025. The filing states these shares were acquired through reinvestment of a cash dividend under the company's dividend reinvestment plan, at a reported price of $19.56 per share. After the transaction, the reporting person beneficially owned 44,197 shares. The disclosure is a routine insider update showing the director increased his direct stake via automatic dividend reinvestment.

Positive

• Director increased stake by 187 shares via dividend reinvestment, bringing total beneficial ownership to 44,197 shares
• Transaction executed under dividend reinvestment plan, indicating an automated, pre-existing mechanism rather than opportunistic trading

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine insider reinvestment modestly increases director ownership; no material change to control or capital structure.

The reported acquisition of 187 shares via dividend reinvestment is a small, routine transaction that increases the director's stake to 44,197 shares. The per-share price of $19.56 reflects the price used for the reinvestment event; the transaction code and explanation confirm this was an automatic reinvestment rather than an opportunistic open-market purchase. For investors, this is a marginally positive signal of continued insider participation but is immaterial to overall capitalization given the absolute size disclosed.

Corporate Governance Expert

TL;DR: Disclosure follows Section 16 reporting norms; transaction aligns with a dividend reinvestment plan, not a directed purchase.

The Form 4 indicates compliance with reporting requirements and identifies the reporter as a director. The explicit explanation that shares were acquired through a dividend reinvestment plan confirms the transaction was automatic under a pre-existing program, which typically carries limited governance implications. There is no indication of any related-party arrangement or change in beneficial ownership structure beyond the modest increase reported.

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^*

LAMBERT LEO F

(Last) (First) (Middle)

PO BOX 345,

213 ACADEMY TERRACE

(Street)

DUSHORE PA 18614

(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	187	A	$19.56	44,197	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. Shares acquired through reinvestment of cash dividend under a dividend reinvestment plan.

	/s/ Melinda S Kilburn for Leo F Lambert, 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 transaction did Leo F. Lambert report on Form 4 for CZNC?

He reported acquisition of 187 shares of Citizens & Northern common stock on 08/15/2025 via dividend reinvestment at a reported price of $19.56 per share.

How many CZNC shares does Leo F. Lambert beneficially own after the reported transaction?

The Form 4 shows he beneficially owned 44,197 shares following the transaction.

Was the reported CZNC transaction an open-market purchase or part of a plan?

The filing explains the shares were acquired through reinvestment of a cash dividend under the dividend reinvestment plan, not an open-market purchase.

Does the Form 4 indicate any derivative transactions by the reporting person?

No. Table II for derivative securities contains no reported transactions; only a non-derivative share acquisition is disclosed.

What is the reported per-share price for the reinvested shares?

The reported price for the 187 reinvested shares is $19.56 per share.