Citizens & Northern Corporation reported that it has received all required regulatory approvals or waivers and shareholder approval to complete its previously announced merger with Susquehanna Community Financial, Inc. The merger, in which Susquehanna will merge with and into Citizens & Northern, is expected to close on October 1, 2025, subject to customary closing conditions. The companies issued a joint press release about the approvals and Susquehanna shareholder vote, which is filed as an exhibit to this report.
Citizens & Northern Corporation reported that director Susan E. Hartley has retired from the boards of both the Corporation and its wholly owned banking subsidiary, Citizens & Northern Bank. The Board was advised of her intent to retire on September 8, 2025, and her retirement became effective the same day.
The company states that Hartley is retiring to focus on health matters. No other management or board changes, financial results, or strategic actions are described in this report.
Katherine W. Shattuck, a director of Citizens & Northern Corp (CZNC), executed a transaction under a written plan effective 05/01/2025. The Form 4 reports a non-derivative transaction in Common Stock on 09/05/2025 where 18 shares were acquired at $20.342 per share. Following the reported transaction, the filing shows 9,502 shares beneficially owned in a direct capacity. The filing was signed on behalf of Ms. Shattuck by an attorney-in-fact, Melinda Kilburn, with a signature date of 09/08/2025. The report is filed pursuant to Section 16 and indicates the purchase was made pursuant to a written plan intended to satisfy Rule 10b5-1(c).
Frank G. Pellegrino, a director of Citizens & Northern Corp (CZNC), reported a non-derivative purchase of 199 shares of the company's common stock on 09/05/2025 at a reported price of $20.342 per share. The filing notes the transaction was executed under a written plan that became effective on 05/01/2025, indicating the purchase was made pursuant to Rule 10b5-1 trading arrangements. After the transaction Pellegrino beneficially owned 45,873 shares directly. The Form 4 was signed by an attorney-in-fact and filed with the reported signature dated 09/08/2025.
Stan R. Dunsmore, Executive Vice President and Chief Credit Officer of Citizens & Northern Corporation (CZNC) reported several changes in beneficial ownership of the company’s common stock. The filing shows an acquisition of 1 share at $19.36 on 08/15/2025 held indirectly by a child, and an acquisition of 130 shares at $19.63 on 08/20/2025 held indirectly by an ESOP. The form also records a disposition of 21,311 shares (listed under ESOP). The explanatory notes state the purchases were made through dividend reinvestment and an ESOP exempt acquisition via dividend reinvestment plan. All reported holdings are shown as indirect ownership.
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.
Thomas L. Rudy Jr., Executive Vice President and director of Citizens & Northern Corp (CZNC), reported a Form 4 filing showing insider transactions with an earliest transaction date of 08/20/2025. The filing discloses an exempt acquisition of 194 common shares at $19.63 via an ESOP dividend reinvestment plan and a disposition of 37,384 common shares. After the reported transactions, Mr. Rudy beneficially owns 13,781 shares indirectly, plus 21 shares indirectly held by a child. The Form 4 was signed by an attorney-in-fact, Melinda S. Kilburn, and dated 08/25/2025.
Tracy E. Watkins, Executive Vice President and Director of Citizens & Northern Corp (CZNC) reported two non-derivative acquisitions of common stock in August 2025. On 08/15/2025 she acquired 89 shares at $19.36 each through dividend reinvestment. On 08/20/2025 she acquired 6,232 shares at $19.63 each via an ESOP dividend reinvestment, resulting in 9,143 shares reported as beneficially owned following the transactions. The Form 4 was signed by an attorney-in-fact on behalf of Ms. Watkins.
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.
Matthew L. Bower, EVP and Chief Wealth Management Officer of Citizens & Northern Corp (CZNC), reported insider transactions on Form 4. The filing discloses an acquisition of 19 shares of common stock on 08/20/2025 through an ESOP dividend reinvestment plan at a reported price of $19.63 per share, recorded as indirect ownership. The filing also shows a separate disposition of 7,497 shares of common stock (reported as disposed), and indicates 1,359 shares beneficially owned following the ESOP-related acquisition. The report was signed by an attorney-in-fact on behalf of Mr. Bower.