SCOVILL J BRADLEY 4

What Happened

• Scovill J. Bradley, President and CEO of CITIZENS & NORTHERN CORP (ticker: CZNC), made small routine equity moves in mid-February 2026. He acquired 433 shares on 2026-02-13 at $23.43 ($10,145) and 77 shares on 2026-02-18 at $23.76 ($1,830) through the company’s dividend reinvestment plan. On 2026-02-20, 499 shares were disposed (withheld) at $23.67 to satisfy an exercise price or tax liability, valued at $11,811.
• These are not open-market buys or outright sales aimed at trading — the acquisitions are dividend reinvestments (routine) and the disposition is a tax/withholding event tied to an equity award or exercise.

Key Details

• Transaction dates & prices:
  • 2026-02-13: +433 shares @ $23.43 — $10,145 (Footnote F1: DRIP)
  • 2026-02-18: +77 shares @ $23.76 — $1,830 (Footnote F1: DRIP)
  • 2026-02-20: −499 shares @ $23.67 — $11,811 (Footnote F2: withholding to pay exercise price/taxes)
• Shares owned after the transactions: Not stated in the provided filing details.
• Footnotes:
  • F1: Shares were purchased by reinvesting cash dividends (dividend reinvestment plan).
  • F2: Shares were delivered/withheld to pay an exercise price or tax liability related to receipt/exercise/vesting of securities under Rule 16b-3.
• Timeliness: The Form 4 was filed on 2026-02-24 for transactions beginning 2026-02-13; this appears to be a late filing (marked L in guidance), which can reduce transparency but does not change the nature of the trades.

Context

• Dividend reinvestment purchases are typically routine and do not necessarily signal management’s view on the stock price. The withheld shares were used to satisfy tax or exercise-related obligations (a common, administrative action), not a discretionary sale of shares on the open market.
• Overall net change from these entries is small (510 shares acquired vs. 499 withheld), suggesting no major shift in ownership from these reported events.