Runk David S 4/A

What Happened

• David S. Runk, Executive Vice President and Strategic Advisor, was credited with 9,234 shares of Citizens & Northern Corp. (CZNC) on October 1, 2025. The Form 4 reports the acquisition as code "A" (award/other acquisition) with a $0.00 per‑share price because the shares were received in a merger conversion, not bought on the open market. Using C&N's closing price on 10/01/2025 ($19.68), the shares have an approximate market value of $181,725.

Key Details

• Transaction date: October 1, 2025; reported acquisition type: A (award/other acquisition).
• Reported price per share on Form 4: $0.00 (shares issued via merger conversion).
• Shares acquired: 9,234.
• Approximate market value at 10/01/2025 close ($19.68): ≈ $181,725.
• Footnote: Susquehanna Community Financial, Inc. merged into C&N; each Susquehanna share converted into 0.80 C&N share. Cash in lieu of fractional shares paid at $19.48 per share.
• This is an amended Form 4 (filed 2026-02-11) correcting an inaccurate share count reported on the filing dated 10/03/2025.
• Shares owned after the transaction are not specified in the provided filing.

Context

• These shares resulted from the merger conversion of Susquehanna stock into C&N stock (exchange ratio 0.80), not from a voluntary open‑market purchase or option exercise. Such merger conversions are administrative and do not by themselves indicate the insider’s view on the company’s stock.
• The amended filing corrects the previously reported number of shares; no other trading pattern or 10b5‑1 plan, tax withholding, or immediate sale was indicated in this filing.