Form 4: CZNC Executive Acquires Shares via ESOP Dividend Reinvestment

Citizens & Northern Corp EVP Counsel, Corporate Secretary, James Glenn Richard, acquired 2 shares of common stock through an ESOP dividend reinvestment plan.

Summary

• James Glenn Richard, EVP Counsel and Corporate Secretary of Citizens & Northern Corp (CZNC), acquired 2 shares of common stock.
• The transaction occurred on August 20, 2025, at a price of $19.63 per share.
• This acquisition was an exempt transaction made indirectly through the company's Employee Stock Ownership Plan (ESOP) via dividend reinvestment under a D/R plan.
• Following this transaction, Mr. Richard beneficially owns 133 shares indirectly through the ESOP and 1,501 shares directly, totaling 1,634 shares.
• The transaction was made pursuant to a contract, instruction, or written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Sentiment

Score: 6

Explanation: The sentiment is slightly positive due to an executive's continued participation in company stock plans, aligning interests with shareholders, although the transaction size is minimal.

Positives

• An executive's participation in the company's ESOP and dividend reinvestment plan demonstrates continued alignment of interests with shareholders.
• The transaction was conducted under a Rule 10b5-1 plan, indicating a pre-arranged, non-discretionary acquisition.

Negatives

• The transaction size of 2 shares is very small and does not represent a significant investment or change in the executive's overall holdings.

Future Outlook

The filing does not contain any forward-looking statements or guidance regarding the company's future performance or strategic direction.

Industry Context

This is a routine insider transaction filing and does not provide specific insights into broader industry trends or competitive landscape for the financial services sector.

Corporate Governance

Related Party Transactions

• The acquisition occurred through an Employee Stock Ownership Plan (ESOP), which is a company-sponsored benefit plan, thus constituting a related party transaction.

Stakeholder Impact

• Shareholders: Minor positive signal of management's continued alignment with shareholder interests through participation in company stock plans.
• Employees: Reinforces the benefit of the ESOP as a mechanism for employee ownership and wealth building.

Key Dates

Keywords

CZNC, Citizens & Northern Corp, Insider Transaction, Form 4, Stock Acquisition, ESOP, Dividend Reinvestment, Executive Ownership, Rule 10b5-1