HUGHES MARK A 4

What Happened

• Mark A. Hughes, Executive Vice President and Chief Financial Officer of Citizens & Northern Corp (CZNC), acquired 225 shares on 2026-02-18 at a reported price of $23.76 per share, for a total value of about $5,346. This was an acquisition (purchase) rather than a sale.

Key Details

• Transaction date and price: 2026-02-18 — 225 shares at $23.76 each.
• Total transaction value: approximately $5,346.
• Transaction code: J (other acquisition or disposition); filing notes this was an exempt acquisition.
• Footnote: Exempt acquisition in the company ESOP via dividend reinvestment under the dividend/reinvestment (D/R) plan (per footnote F1).
• Shares owned after transaction: not disclosed in the Form 4 filing.
• Filing date and timeliness: Form 4 filed 2026-02-27 (9 days after the transaction); this appears to be later than the typical 2-business-day SEC filing window.

Context

• This was an automatic ESOP/dividend reinvestment acquisition, not an open-market buy; such transactions are often routine and reflect plan mechanics rather than an active trading decision by the insider. The amount is modest (~$5.3k), so it may be more administrative than a signal of changed conviction.