RUDY THOMAS L JR 4/A

What Happened
Rudy Thomas Jr, Executive Vice President of Citizens & Northern Corp (CZNC), received a 2,982-share restricted stock award on 2026-01-30 (2,982 shares × $21.86 = $65,201). He also recorded an exempt acquisition of 320 shares on 2026-01-09 (320 × $20.57 = $6,582), a forfeiture of 135 restricted shares that did not vest (to issuer, $0), and 434 shares were delivered/withheld to cover tax liability (434 × $22.41 = $9,726). Net, Thomas acquired 3,302 shares and disposed of 569 shares (net +2,733 shares).

Key Details

• Transaction dates and prices:
  • 2026-01-09: Other acquisition (ESOP contribution) — 320 sh @ $20.57 ($6,582). (Footnote F1)
  • 2026-01-30: Award/grant (restricted stock) — 2,982 sh @ $21.86 ($65,201). (Footnote F2)
  • 2026-01-30: Disposition to issuer (forfeiture of unvested shares) — 135 sh @ $0.00 ($0). (Footnote F3)
  • 2026-01-30: Payment of tax liability via withholding of shares — 434 sh @ $22.41 ($9,726). (Footnote F5)
• Net share change from these transactions: +2,733 shares (3,302 acquired − 569 disposed).
• Shares owned after the reported transactions: not specified in this filing.
• Filing status: This is an amended Form 4 filed 2026-02-06 correcting a transaction date on an earlier filing (originally filed 2026-02-03). (Footnote F4)

Context

• The largest action was a restricted stock award (A), which is an acquisition/compensation event rather than an open-market purchase; such awards are typically part of compensation plans and don’t necessarily signal insider market views.
• The 434-share disposition was a routine tax withholding (shares delivered/withheld to cover tax liability) rather than an open-market sale.
• The 135-share disposition was a forfeiture of restricted shares that failed to vest based on performance conditions.