Citizens & Northern Corporation is calling a fully virtual annual shareholder meeting on April 23, 2026 at 2:00 p.m. to elect four directors, hold an advisory vote on executive pay and ratify Crowe LLP as auditor for 2026. Shareholders of record on February 25, 2026, when 17,910,243 common shares were outstanding, may vote.
The board recommends voting FOR all director nominees, FOR the say‑on‑pay resolution and FOR auditor ratification. The proxy describes a pay program that ties a significant portion of Named Executive Officers’ compensation to performance, including 2025 short‑term incentives where payouts reached 4.1%–7.4% above target and long‑term equity awards split between time‑based and performance‑based restricted stock.
The filing outlines board structure, committee responsibilities, director independence, stock ownership and anti‑hedging requirements, and human capital practices focused on training, engagement and competitive total rewards. BlackRock, Inc. is disclosed as a principal holder with 1,146,860 shares, or 6.43% of common stock.
Citizens & Northern Corp executive vice president Blair T. Rush reported an exempt ESOP dividend reinvestment and corrected prior ESOP holdings. An employee stock ownership plan reinvested dividends into 34 shares of common stock at $23.7621 per share, held indirectly. The amendment also corrects the ESOP’s indirectly owned shares from 20,896 to 2,896 due to a clerical error. Rush’s directly held common stock position is 30,963 shares following the reported update.
Citizens & Northern Corp director Katherine W. Shattuck reported an open-market purchase of common stock. She bought 21 shares on March 6, 2026 at a price of $21.955 per share, increasing her direct holdings to 9,339 shares. The purchase was made under a written plan that became effective on May 1, 2025.
Citizens & Northern Corp director Frank G. Pellegrino bought additional company stock. On this transaction date, he completed an open-market purchase of 185 shares of Common Stock at a price of $21.955 per share. Following this trade, his direct holdings increased to 48,362 shares of Citizens & Northern Corp common stock.
The purchase was executed as part of a written trading plan that became effective on May 1, 2025, indicating the transaction was pre-arranged rather than a discretionary same-day decision.
Citizens & Northern Corporation completed its Susquehanna Community Financial merger on October 1, 2025, issuing 2,272,948 common shares for total consideration valued at $44.6 million. Susquehanna had seven banking offices in Pennsylvania; its bank merged into Citizens & Northern Bank, which survived.
At December 31, 2025, total loans were $2,354,365,000, up 24.2% year over year; this included $393,587,000 of gross loans receivable, net of purchase accounting adjustments, recorded effective October 1, 2025. The allowance for credit losses was $31,048,000, versus $20,035,000 a year earlier, and the annual provision was $6,073,000, compared with $2,195,000.
Nonperforming assets were $33.1 million, or 1.06% of total assets, versus $24.1 million and 0.92% in 2024. Highly liquid available funding totaled $1,205,930,000, equal to 148.7% of uninsured deposits; the Corporation’s capital conservation buffer was 6.18%.
CITIZENS & NORTHERN CORP director Aaron K. Singer reported routine share activity. On February 13, 2026, he had 88 shares of common stock acquired through reinvestment of a cash dividend under a dividend reinvestment plan, bringing his directly held total to 9,249 shares. The filing also notes 5,799 shares of common stock held indirectly through his spouse's IRA.
Citizens & Northern Corp executive Tracy Ellen Watkins, an executive vice president, reported several small common stock transactions in a Form 4/A. On February 20, 2026, 111 shares were disposed of at $23.67 per share as a tax-withholding disposition related to equity compensation. Earlier, on February 18, 2026, 77 shares at $23.7621 per share were transacted through indirect ownership by an ESOP. On February 13, 2026, 83 shares at $23.59 per share were reported as another small transaction. The amendment notes it is filed solely to confirm that one transaction is being reported voluntarily, with no other changes to the original Form 4.
Citizens & Northern Corp executive Stan R. Dunsmore, Executive VP and Chief Credit Officer, filed an amended Form 4 reporting administrative share movements, with no changes from the original filing other than confirming voluntary reporting. On February 20, a tax-withholding disposition of 148 shares of common stock at $23.67 per share was reported, leaving 23,700 shares held directly. Earlier transactions coded "J" on February 18 and February 13 involved small "other" transactions in common stock held indirectly through an ESOP and by a child, with post-transaction holdings of 9,795 and 91 shares respectively. A footnote states that some shares were acquired through dividend reinvestment, and that the amendment is filed solely to confirm the transaction is reported voluntarily.
CITIZENS & NORTHERN CORP executive Kelley A. Cwiklinski reported multiple insider stock transactions. The Form 4/A shows a tax-withholding disposition of 169 shares of common stock on 2026-02-20 at $23.67 per share, tied to equity compensation under Rule 16b-3.
On 2026-02-18, an additional 34 common shares were reported in an "other" transaction at $23.7621 per share through an employee stock ownership plan, held indirectly. A separate line updates indirect holdings of 455 common shares in a spouse’s IRA. The amendment states it is filed solely to confirm the voluntary nature of the reported transaction, with no other changes to the original Form 4.
CITIZENS & NORTHERN CORP executive Thomas L. Rudy Jr. reported a small tax-related share disposition. On February 20, 2026, he had 141 shares of common stock withheld at $23.67 per share to cover taxes tied to an equity award, a non-market transaction.
On February 18, 2026, an additional 169 shares at $23.7621 per share were reported as an indirect transaction through an ESOP, and indirect holdings of 21 shares by a child were updated. The amendment states it is filed solely to confirm this transaction is being reported voluntarily.