[Form 4] Citizens & Northern Corporation Insider Trading Activity

Rhea-AI Filing Summary

John M. Reber, Executive Vice President and director of Citizens & Northern Corporation (CZNC), reported two small, non-derivative acquisitions of common stock in August 2025. On 08/15/2025 he acquired 409 shares at $19.36 each through dividend reinvestment, bringing his direct beneficial ownership to 32,159 shares. On 08/20/2025 an exempt acquisition of 133 shares at $19.63 occurred via the company ESOP dividend reinvestment plan, bringing indirect ownership to 9,396 shares. The Form 4 was signed by an attorney-in-fact on Reber’s behalf and lists the transactions as dividend reinvestment and ESOP-related.

Positive

• Insider increased beneficial ownership via dividend reinvestment, adding 409 direct shares and 133 indirect ESOP shares
• Transactions disclosed timely on Form 4 with attorney-in-fact signature, indicating procedural compliance

Negative

• None.

Insights

Securities Analyst

TL;DR: Insider increased holdings modestly via dividend reinvestment and ESOP purchases; transactions are routine and non-disclosive of strategic change.

The reported purchases—409 shares at $19.36 and 133 shares at $19.63—are small relative to total reported holdings and were made through dividend reinvestment mechanisms. Such activity typically reflects passive ownership maintenance rather than active accumulation. The direct and indirect ownership figures (32,159 D and 9,396 I) should be tracked against future filings for any trend of material accumulation.

Corporate Governance Expert

TL;DR: Transactions appear procedural and compliant; documented attorney-in-fact signature confirms proper execution of Form 4.

The Form 4 discloses routine reinvestment and ESOP-exempt acquisitions and includes an attorney-in-fact signature, indicating administrative handling. There are no derivative transactions, no dispositions, and no indications of rule 10b5-1 plan usage. From a governance perspective, these filings meet disclosure norms and show continued insider alignment through share reinvestment.

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^*

REBER JOHN M

(Last) (First) (Middle)

755 BROWN ROAD

(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

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	409	A	$19.36	32,159	D
Common Stock	08/20/2025		J(2)	V	133	A	$19.63	9,396	I	By ESOP

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.

2. Exempt acquisition in ESOP via dividend reinvestment under D/R plan.

	/s/ Melinda S Kilburn for John M Reber, 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 transactions did CZNC insider John M. Reber report on Form 4?

He reported two purchases: 409 shares on 08/15/2025 at $19.36 (direct) and 133 shares on 08/20/2025 at $19.63 (indirect via ESOP).

Why were the CZNC shares acquired according to the filing?

The filing states the shares were acquired through dividend reinvestment and an ESOP dividend reinvestment, exempt under relevant rules.

How many CZNC shares does John M. Reber beneficially own after these transactions?

The Form 4 reports 32,159 shares direct and 9,396 shares indirect following the reported transactions.

Was the Form 4 signed by the reporting person?

The Form 4 was signed by Melinda S Kilburn as attorney-in-fact for John M. Reber and dated 08/25/2025.

Do these Form 4 transactions involve options or other derivative securities?

No. The filing shows only non-derivative common stock acquisitions; no derivative securities were reported.