[Form 4] Citizens & Northern Corporation Insider Trading Activity

Rhea-AI Filing Summary

Kelley A. Cwiklinski, Executive Vice President and Chief Commercial Lending Officer of Citizens & Northern Corp (CZNC), reported transactions dated 08/20/2025. The filing shows an acquisition of 34 shares of common stock at $19.63 via an ESOP dividend reinvestment plan, bringing ESOP-held shares to 2,467 (indirect). The report also indicates 455 shares held indirectly in a spouse's IRA and a disposition of 26,719 shares. The filing was signed by an attorney-in-fact on behalf of Ms. Cwiklinski.

Positive

• Acquisition disclosed: 34 shares purchased via ESOP dividend reinvestment at $19.63 (exempt acquisition).
• Complete Section 16 disclosure: Reporting person, relationship to issuer, and ownership details provided and signed by attorney-in-fact.

Negative

• Large disposition reported: 26,719 shares were disposed of, with no explanatory detail in the form.
• No contextual explanation for the sizable sale (e.g., whether pre-arranged plan, transfer, or other reason) is provided.

Insights

Securities Analyst

TL;DR Routine insider reporting shows a small ESOP purchase and a large reported disposal on the same filing.

The filing documents an exempt ESOP acquisition of 34 shares at $19.63 via dividend reinvestment and lists 455 shares held indirectly in a spouse's IRA. It also records a disposition of 26,719 shares. From a securities reporting perspective this is standard Section 16 disclosure: the acquisition is labeled exempt and the filing is signed by an attorney-in-fact. The information is factual and specific to share counts and price; the filing does not state the reason for the large disposition or whether transactions were pre-arranged.

Corporate Governance Expert

TL;DR Disclosure is clear on holdings and transaction mechanics but provides no explanation for the sizeable disposal.

The form properly identifies the reporting person and relationship to the issuer, and documents indirect ownership through an ESOP and a spouse's IRA. It also includes the required price and quantity for the ESOP acquisition. The large reported disposition (26,719 shares) is a notable line-item from a governance and insider-activity monitoring standpoint; however, the form does not provide context such as whether it was part of a planned sale, gift, or other arrangement. As filed, the disclosure meets regulatory form requirements without additional narrative.

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^*

Cwiklinski Kelley A

(Last) (First) (Middle)

317 YARDLEY-NEWTOWN ROAD

(Street)

YARDLEY PA 19067

(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)
	EVP CHIEF COMM LENDING OFFICER

3. Date of Earliest Transaction (Month/Day/Year)
08/20/2025

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	08/20/2025		J(1)	V	34	A	$19.63	2,467	I	By ESOP
Common Stock								455	I	By Spouse's IRA
Common Stock								26,719	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. Exempt acquisition in ESOP via dividend reinvestment under D/R plan.

	/s/ Melinda S Kilburn for Kelley A Cwiklinski, 3/26/25, 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 did Kelley A. Cwiklinski report on Form 4 for CZNC?

She reported an acquisition of 34 shares via ESOP dividend reinvestment at $19.63, indirect holdings of 2,467 (ESOP) and 455 (spouse's IRA), and a disposition of 26,719 shares.

When were the transactions reported on the CZNC Form 4 dated?

The transactions are dated 08/20/2025 and the Form 4 shows a signature/date of 08/25/2025 executed by an attorney-in-fact.

Was the 34-share acquisition on CZNC Form 4 taxable or exempt?

The filing states the acquisition was exempt

Does the Form 4 explain why 26,719 shares were disposed?

No. The Form 4 lists the disposition quantity but does not provide reasons or identify whether the sale was part of a 10b5-1 plan or other arrangement.

Who signed the Form 4 for Kelley A. Cwiklinski?

Melinda S Kilburn signed as attorney-in-fact on 08/25/2025 on behalf of Kelley A. Cwiklinski.