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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.
Katherine W. Shattuck, a director of Citizens & Northern Corporation (CZNC), acquired 116 shares of the issuer's common stock on 08/15/2025 through reinvestment of a cash dividend under the company's dividend reinvestment plan at an average price of $19.36 per share. After the transaction, Ms. Shattuck beneficially owned 9,484 shares on a direct basis. The Form 4 indicates the purchase was coded as a dividend reinvestment (J) and executed via an attorney-in-fact signature on behalf of the reporting person.
Frank G. Pellegrino, a director of Citizens & Northern Corp (CZNC), reported a non-derivative transaction on Form 4. The filing shows a transaction dated 08/15/2025 in which 630 shares of Common Stock were acquired at $19.36 per share through reinvestment of a cash dividend under the company's dividend reinvestment plan. After the transaction, Pellegrino beneficially owns 45,674 shares, held directly. The filing was signed by an attorney-in-fact on 08/22/2025. The record indicates a routine dividend reinvestment purchase rather than an open-market trade.
Katherine W. Shattuck, a director of Citizens & Northern Corporation (CZNC), reported a small acquisition of company common stock under a written trading plan. The Form 4 shows a purchase of 20 shares of common stock on 08/08/2025 at a price of $18.66 per share, implemented pursuant to a written plan that became effective 05/01/2025.
After this transaction, the filing reports direct beneficial ownership of 9,368 shares. The form was filed by a single reporting person and is signed by an attorney-in-fact on behalf of the reporting person.
Frank G. Pellegrino, a director of Citizens & Northern Corp (CZNC), reported acquiring 218 shares of common stock on 08/08/2025 at a price of $18.66 per share. The filing states the transaction was executed under a written trading plan that became effective 05/01/2025 (Rule 10b5-1). Following the purchase, Mr. Pellegrino's direct beneficial ownership is reported as 45,044 shares.
The Form 4 shows no derivative transactions and was signed by an attorney-in-fact, Melinda S. Kilburn, on behalf of Mr. Pellegrino and filed on 08/11/2025. The report is filed by one reporting person and identifies Mr. Pellegrino as a director. No other material changes or disclosures appear in this filing.
Citizens & Northern Corporation (CZNC) Form 10-Q — Quarter ended June 30, 2025
Consolidated total assets were $2,610,875k at June 30, 2025. Loans receivable totaled $1,919,258k with an allowance for credit losses of $21,699k. Total deposits were $2,109,776k. Stockholders' equity was $286,357k.
- Net income — Three months ended June 30, 2025: $6,117k (Q2 2024: $6,113k); Six months ended June 30, 2025: $12,410k (2024: $11,419k).
- Earnings per share — Q2: $0.40; Six months: $0.80 (six months 2024: $0.74).
- Net interest income — Q2: $21,142k (Q2 2024: $19,445k); after provision for credit losses Q2: $18,788k.
- Provision for credit losses — Q2: $2,354k (Q2 2024: $565k); six months: $2,590k (2024: $1,519k).
- Comprehensive income — Q2: $8,133k; six months: $18,497k (driven by unrealized gains on AFS securities).
- Cash flows — Operating activities provided $10,096k; investing used $20,709k; financing used $15,692k; cash and equivalents ended at $97,269k.
The accompanying notes include interim presentation, ASU disclosures, and per-share calculations.
Citizens & Northern Corp. (CZNC) has filed an amended Form S-4 to register 2,273,051 new CZNC shares to fund its all-stock acquisition of Susquehanna Community Financial Inc. (SQCF). Each SQCF share will be converted into 0.80 CZNC share; based on CZNC’s $19.48 close on 22-Apr-25 the implied value is $15.58 per SQCF share. The fixed ratio will give SQCF holders roughly 13 % of the combined company; existing CZNC investors will retain 87 %.
Deal size & structure: estimated purchase price $44.9 m (using 16-Jul-25 CZNC price $19.74). Transaction is intended to qualify as a tax-free reorganisation under IRC 368(a). Closing is targeted for Q4-25, contingent on FRB and Pennsylvania DB&S approvals, other customary conditions and approval by at least two-thirds of SQCF votes cast. Fewer than 5 % dissenters may exercise appraisal rights.
Combined metrics: pro-forma assets $3.21 bn, deposits $2.61 bn, loans $2.28 bn. Preliminary purchase accounting yields ~$12 m goodwill and $11.7 m core-deposit intangibles.
Governance & management: SQCF chair Christian C. Trate will join the CZNC and bank boards; SQCF CEO David Runk and President Jeffrey Hollenbach will assume EVP roles at CZNC Bank. A $1.77 m termination fee applies if SQCF accepts a superior offer or fails to secure shareholder approval following an alternative proposal.
Key risks: fixed exchange ratio exposes SQCF holders to CZNC market swings; deal may be voided if CZNC’s 10-day average price drops below $15.58 and underperforms the KBW Regional Bank Index by >20 % unless CZNC raises consideration.