RUDY THOMAS L JR 4

What Happened
Rudy Thomas L Jr, Executive Vice President of Citizens & Northern Corp. (CZNC), acquired a 2,982-share restricted stock award on 2026-01-30 at $21.86/share (value ~$65,201) and received a 320-share ESOP contribution on 2026-01-09 at $20.57/share (value ~$6,582). On 2026-01-30 he had a 135-share disposition to the issuer at $0.00 (forfeiture), and a prior transaction on 2025-01-31 shows 434 shares disposed to cover exercise price or tax liability (434 x $22.41 = $9,726).

Key Details

• Transactions:
  • 2026-01-09 — Other acquisition (J): 320 shares @ $20.57 (≈ $6,582). (Footnote F1: ESOP year-end contribution, exempt acquisition.)
  • 2026-01-30 — Grant/Award (A): 2,982 shares @ $21.86 (≈ $65,201). (Footnote F2: restricted stock award.)
  • 2026-01-30 — Disposition to issuer (D): 135 shares @ $0.00 (forfeiture). (Footnote F3: forfeiture of 2023-granted restricted shares that did not vest.)
  • 2025-01-31 — Payment/Tax withholding (F): 434 shares @ $22.41 (≈ $9,726). (Footnote F4: shares delivered/withheld to satisfy exercise price or tax liability.)
• Shares owned following the reported transactions: not specified in the provided filing details.
• Filing/accession date: Form filed 2026-02-03 (accession 0001281535-26-000002).
• No 10b5-1 plan or explicit late-filing flag provided in the supplied data.

Context
The largest items were acquisitions: a restricted stock award and an ESOP contribution (both acquisitions, often routine compensation/benefit actions rather than open-market purchases). The $0.00 disposition indicates forfeiture of restricted shares that failed to vest. The share disposals at $22.41 reflect shares surrendered/withheld to cover taxes or exercise costs related to prior awards — a common administrative action, not an open-market sale. This Form 4 reports executive compensation-related movements, not market sales by the insider.