SCOVILL J BRADLEY 4

What Happened

• Scovill J. Bradley, President and CEO of Citizens & Northern Corp (CZNC), received a restricted stock award of 10,376 shares on 2026-01-30 valued at $21.86 per share (about $226,871). He also had a year-end ESOP contribution of 340 shares on 2026-01-09 (340 @ $20.57 = $6,994).
• The filing shows disposals of 472 restricted shares that were forfeited (2026-01-30) and 1,519 shares withheld to cover tax liability (2026-01-30 @ $22.41 = $34,041). Net effect in the reported transactions: +8,725 shares and a net acquisition value of roughly $199,824 (total acquisitions ≈ $233,865 less tax withholding ≈ $34,041).
• These were mostly acquisitions (award and ESOP contribution). The award is an internal grant (not an open-market purchase); tax-withholding and forfeiture are routine mechanics of equity compensation.

Key Details

• Transaction dates and prices:
  • 2026-01-09: ESOP contribution — 340 shares @ $20.57 (acquisition, $6,994) [F1].
  • 2026-01-30: Restricted stock award — 10,376 shares @ $21.86 (acquisition, $226,871) [F2].
  • 2026-01-30: Forfeiture to issuer — 472 shares @ $0.00 (disposition, $0) [F3].
  • 2026-01-30: Shares withheld for taxes/price — 1,519 shares @ $22.41 (disposed to cover tax liability, $34,041) [F4].
• Shares owned after transaction: not disclosed in the provided filing excerpt.
• Footnotes:
  • F1: Year-end ESOP contribution (exempt acquisition).
  • F2: Award of restricted stock.
  • F3: Forfeiture of restricted shares that did not vest due to an earnings-based performance standard.
  • F4: Shares delivered/withheld to satisfy exercise price or tax liability per Rule 16b-3.
• Filing timeliness: Form filed 2026-02-03. The Jan 30 transactions were filed within the two-business-day window (due Feb 3), but the Jan 9 ESOP contribution appears to have been reported late (filed well after its two-business-day deadline).

Context

• Restricted stock awards are granted, not purchased on the open market; tax-withholding via share delivery is common and does not imply a bearish sale. Forfeiture of performance-based restricted shares means vesting conditions were not met; it is a contractual outcome, not a market-direction signal.
• Purchases/acquisitions (like awards or ESOP contributions) are generally more informative to investors than routine withholding or forfeiture, but filings are factual records — they do not state motivation.