RUDY THOMAS L JR 4/A

What Happened

• Rudy Thomas L. Jr., Executive Vice President of Citizens & Northern Corp (CZNC), acquired 169 shares via the company's dividend reinvestment plan on Feb 18, 2026 at $23.76 per share (value ~$4,016).
• On Feb 20, 2026, 141 shares were delivered/withheld to cover an exercise price or tax liability at $23.67 per share (value ~$3,337). The Feb 18 action is a small purchase (dividend reinvestment); the Feb 20 disposition reflects withholding to satisfy tax/option-related obligations rather than an open-market sale.

Key Details

• Transaction dates and prices:
  • 2026-02-18: Acquired 169 shares @ $23.76 = $4,016 (dividend reinvestment).
  • 2026-02-20: 141 shares delivered/withheld @ $23.67 = $3,337 (payment of exercise price/tax liability).
• Shares owned after the transactions: Not specified in the provided filing excerpt.
• Footnotes:
  • F1: Shares from reinvestment of cash dividend (dividend reinvestment plan).
  • F3: Withholding/delivery of securities to pay exercise price or tax liability incident to receipt/exercise/vesting.
  • F2: This is an amended Form 4 filed voluntarily to confirm reporting; no other changes to the original Form 4.
• Filing timeliness: This is an amendment filed Feb 27, 2026 confirming transactions from Feb 18–20; the amendment states it is voluntary and does not indicate a late reporting issue.

Context

• Dividend reinvestment purchases are routine and show the insider elected to reinvest a dividend (a modest, generally neutral-to-positive action).
• The 141-share withholding is a common administrative step to cover taxes or option exercise costs and is not the same as a decision to sell shares on the open market.
• No speculative conclusions about intent should be drawn from these routine administrative transactions.