Citizens & Northern (CZNC) director gets 1,080-share restricted stock grant

Rhea-AI Filing Summary

Loughery Robert G reported acquisition or exercise transactions in this Form 4 filing.

Citizens & Northern Corp director Robert G. Loughery received a grant of 1,080 shares of common stock as an award of restricted stock. The shares were valued at $23.15 per share for reporting purposes, bringing his directly held common stock position to 11,996 shares after the grant.

The filing also lists small indirect holdings of common stock, including 375 shares held by a child and 2 shares held by a spouse, which are reported as indirect ownership rather than direct personal holdings.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Loughery Robert G

Role null

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	1,080	$23.15	$25K
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 11,996 shares (Direct, null); Common Stock — 2 shares (Indirect, By Spouse)

Footnotes (1)

1. [object Object]

Key Figures

Restricted stock grant: 1,080 shares Grant price: $23.15 per share Direct holdings after award: 11,996 shares +2 more

5 metrics

Restricted stock grant 1,080 shares Award of restricted common stock to director

Grant price $23.15 per share Reported transaction price for restricted stock award

Direct holdings after award 11,996 shares Common stock directly held by Loughery after grant

Indirect holdings by child 375 shares Common stock reported as owned by child

Indirect holdings by spouse 2 shares Common stock reported as owned by spouse

Key Terms

Restricted Stock, grant/award acquisition, indirect ownership

3 terms

Restricted Stock financial

"Footnote states: "Award of Restricted Stock.""

Shares granted to an individual that carry limits on transfer or sale until certain conditions are met, such as staying with the company for a set time or hitting performance targets. Think of them as a locked gift that gradually opens; for investors they matter because they affect how many shares may enter the market later, signal management incentives and potential dilution, and reveal confidence in future company performance.

grant/award acquisition financial

"Transaction action is labeled "grant/award acquisition"."

indirect ownership financial

"Holdings are reported as "By Child" and "By Spouse" under indirect ownership."

Form 4 Insider Transactions: What Each Field Means →

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^*

Loughery Robert G

(Last) (First) (Middle)

1128 SLOTTER ROAD

(Street)

PERKASIE PENNSYLVANIA 18944

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
CITIZENS & NORTHERN CORP [ CZNC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/23/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	04/23/2026		A(1)		1,080	A	$23.15	11,996	D
Common Stock								2	I	By Spouse
Common Stock								375	I	By Child

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. Award of Restricted Stock.

	/s/ Melinda S. Kilburn for Robert G Loughery. 3/20/25, Attorney-in-Fact	04/24/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did CZNC director Robert G. Loughery report?

Robert G. Loughery reported receiving 1,080 shares of Citizens & Northern Corp common stock as an award of restricted stock. This is a compensation-related grant, not an open-market purchase or sale, and increases his directly held share position.

How many Citizens & Northern (CZNC) shares does Loughery hold after the grant?

After the restricted stock award, Robert G. Loughery directly holds 11,996 shares of Citizens & Northern Corp common stock. This post-transaction figure reflects his direct ownership only and excludes separately reported indirect holdings by family members.

Was the CZNC Form 4 transaction a buy or sell in the market?

The Form 4 shows a grant of 1,080 restricted shares to Robert G. Loughery, coded as an acquisition (award), not a market buy or sell. It represents equity compensation rather than an open-market trading decision by the director.

What was the reported value per share for Loughery’s CZNC restricted stock award?

The restricted stock award to Robert G. Loughery was reported at $23.15 per share. This price appears in the Form 4’s transaction price per share field and is used for disclosure, not necessarily indicating any specific trade price in the market.

Does Robert G. Loughery report any indirect ownership of CZNC shares?

Yes. The Form 4 lists 375 Citizens & Northern common shares held by a child and 2 shares held by a spouse as indirect ownership. These positions are attributed to family members, with Loughery reporting them as indirectly owned interests.