Hoose Harold F III 4

What Happened

• Harold F. Hoose III, Executive Vice President of CITIZENS & NORTHERN CORP (CZNC), received a grant of 4,592 restricted shares at $21.86 each (total value ≈ $100,404) on 2026-01-30. He also had an exempt ESOP acquisition of 340 shares at $20.57 on 2026-01-09 (≈ $6,994). Separately, 209 restricted shares were disposed to the issuer on 2026-01-30 at $0.00 (forfeiture).

Key Details

• Transactions and prices:
  • 2026-01-09: Acquired 340 shares via ESOP (code J) @ $20.57 — $6,994
  • 2026-01-30: Award/grant of 4,592 restricted shares (code A) @ $21.86 — $100,404
  • 2026-01-30: Disposition to issuer of 209 shares (code D) @ $0.00 — $0 (forfeiture)
• Combined value of acquisitions reported ≈ $107,398.
• Shares owned after these transactions: not disclosed in the provided filing.
• Footnotes:
  • F1: Exempt acquisition via year-end contribution to ESOP (the Jan 9 ESOP contribution).
  • F2: Award of restricted stock (the Jan 30 grant).
  • F3: Forfeiture of restricted shares granted 1/31/2023 that were eligible to vest in Jan 2026 based on an earnings-based performance standard (explains the 209-share disposition to issuer).
• Timeliness: Filing date is 2026-02-03. The Jan 30 transactions were reported within the usual two-business-day window; the Jan 9 ESOP contribution appears reported after the two-business-day deadline.

Context

• The Jan 30 entry was a restricted stock award (code A): these shares are typically subject to vesting and performance conditions, so they are not the same as an open-market purchase. The 209-share disposition to the issuer at $0.00 reflects forfeiture tied to a prior performance-based grant (per F3), not a market sale. The Jan 9 ESOP acquisition (code J) is an exempt, employer-sponsored contribution rather than a buy on the open market—such contributions are common and don’t necessarily signal insider conviction.