HUGHES MARK A 4

What Happened

• Mark A. Hughes, Executive Vice President and Chief Financial Officer of Citizens & Northern Corp (CZNC), received a restricted stock award and recorded a small ESOP contribution, offset by a forfeiture of previously granted restricted shares.
• Transactions reported:
  • 2026-01-09 — Exempt ESOP contribution: 340 shares acquired @ $20.57 (value ≈ $6,994). (F1)
  • 2026-01-30 — Restricted stock award: 4,034 shares granted @ $21.86 (value ≈ $88,203). (F2)
  • 2026-01-30 — Disposition to issuer: 186 shares forfeited @ $0.00 (no cash) (F3)
• Net change from these entries: +4,188 shares (4,374 acquired less 186 forfeited). The largest item is the restricted stock award (an award/compensation event), not an open-market purchase.

Key Details

• Dates and prices:
  • Jan 9, 2026 — 340 shares @ $20.57 (ESOP contribution, exempt) (F1)
  • Jan 30, 2026 — 4,034 shares @ $21.86 (restricted stock award) (F2)
  • Jan 30, 2026 — 186 shares @ $0.00 (forfeiture / returned to issuer) (F3)
• Reported values: award ≈ $88,203; ESOP contribution ≈ $6,994.
• Shares owned after transaction: not disclosed in the provided filing excerpt.
• Footnotes of note:
  • F1: Exempt acquisition via year-end contribution to the ESOP.
  • F2: Award of restricted stock.
  • F3: Forfeiture of restricted shares granted 1/31/2023 that were eligible to vest in Jan 2026 based on an earnings-based performance standard.
• Filing timeliness: The Jan 30 transactions were filed on 2026-02-03 (within the usual 2 business‑day Form 4 deadline). The Jan 9 ESOP contribution, reported in this same filing, appears to have been submitted after the 2-business-day window applicable to that earlier transaction.

Context

• The 4,034-share entry is an award (compensation) rather than an open-market purchase; awards reflect company compensation practices more than immediate trading intent. The 186-share disposition to the issuer represents a forfeiture/return of restricted shares tied to performance conditions, not a sale.
• For retail investors, purchased shares by insiders can be more directly bullish than awards. Here, the filing mainly documents compensation and an offsetting forfeiture; interpret as insider reward/plan activity rather than a straightforward buy or sell signal.