Citizens & Northern (NASDAQ: CZNC) EVP adds shares via ESOP

Rhea-AI Filing Summary

CITIZENS & NORTHERN CORP executive vice president Blair T. Rush reported updated holdings of the company’s common stock. A small exempt transaction credited 39 shares at $20.7964 per share to an employee stock ownership plan through dividend reinvestment under a dividend reinvestment plan.

After these entries, Rush is shown with 30,963 common shares held directly and 2,935 common shares held indirectly through the ESOP. The filing does not show any open-market purchases or sales, indicating routine, plan-based ownership adjustments rather than discretionary trading.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Rush Blair T

Role EXECUTIVE VICE PRESIDENT

Type	Security	Shares	Price	Value
Other	Common Stock	39	$20.7964	$811.06
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 2,935 shares (Indirect, by ESOP); Common Stock — 30,963 shares (Direct, null)

Footnotes (1)

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Key Figures

ESOP shares credited: 39 shares ESOP price per share: $20.7964 per share Direct holdings after update: 30,963 shares +1 more

4 metrics

ESOP shares credited 39 shares Exempt ESOP acquisition via dividend reinvestment

ESOP price per share $20.7964 per share Dividend reinvestment transaction price

Direct holdings after update 30,963 shares Common stock held directly by Blair T. Rush

Indirect ESOP holdings after update 2,935 shares Common stock held indirectly by ESOP

Key Terms

ESOP, dividend reinvestment, D/R plan, indirect, +1 more

5 terms

ESOP financial

"Exempt acquisition in ESOP via dividend reinvestment under D/R plan."

An Employee Stock Ownership Plan (ESOP) is a program that gives employees ownership shares in their company, often as part of their benefits package. It acts like a company-sponsored savings plan, allowing workers to have a stake in the company's success, which can boost motivation and loyalty. For investors, ESOPs can influence company decisions and stock value, making them an important aspect of corporate ownership and governance.

dividend reinvestment financial

"Exempt acquisition in ESOP via dividend reinvestment under D/R plan."

Dividend reinvestment is when the money earned from a company's profit sharing, called dividends, is automatically used to buy more shares of that company instead of being received as cash. This process helps investors grow their holdings over time without extra effort, much like using earned interest to buy more of a savings account. It encourages long-term investment growth by continuously increasing the amount of shares owned.

D/R plan financial

"Exempt acquisition in ESOP via dividend reinvestment under D/R plan."

indirect financial

"total_shares_following_transaction": "2935.0000", "direct_or_indirect": "I""

exempt acquisition financial

"Exempt acquisition in ESOP via dividend reinvestment under D/R plan."

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^*

Rush Blair T

(Last) (First) (Middle)

620 CIDER MILL LANE

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/20/2026

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	05/20/2026		J(1)	V	39	A	$20.7964	2,935	I	by ESOP
Common Stock								30,963	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 Blair T Rush, 3/18/25, Attorney-in-Fact	05/21/2026
	** 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 activity did CITIZENS & NORTHERN (CZNC) report for Blair T. Rush?

Blair T. Rush reported a routine update to his CITIZENS & NORTHERN common stock holdings. An exempt ESOP dividend reinvestment credited 39 shares, and the filing restated his direct and indirect post-transaction positions in the company.

How many CITIZENS & NORTHERN (CZNC) shares does Blair T. Rush now hold directly and indirectly?

After the reported transactions, Blair T. Rush holds 30,963 CITIZENS & NORTHERN common shares directly and 2,935 shares indirectly through an employee stock ownership plan, according to the updated ownership figures in the filing.

Was the CITIZENS & NORTHERN (CZNC) insider transaction an open-market trade?

The reported activity was not an open-market trade. It was an exempt acquisition of 39 shares in an ESOP via dividend reinvestment under a dividend reinvestment plan, along with a holding entry updating Rush’s direct share position.

What does the Form 4 ESOP transaction mean for CITIZENS & NORTHERN (CZNC) investors?

The ESOP transaction reflects a small, plan-driven adjustment to insider holdings at CITIZENS & NORTHERN. It records dividend reinvestment into 39 shares and restates total owned shares, but does not indicate discretionary buying or selling activity.

What price per share was used for the CITIZENS & NORTHERN (CZNC) ESOP reinvestment?

The ESOP dividend reinvestment credited 39 CITIZENS & NORTHERN common shares at a price of $20.7964 per share, as shown in the transaction details for the exempt acquisition under the dividend reinvestment plan.