Dunsmore Stan R 4

What Happened

• Stan R. Dunsmore, Executive VP & Chief Credit Officer of CITIZENS & NORTHERN CORP (CZNC), recorded small share acquisitions via dividend reinvestment and a share withholding to cover tax/exercise obligations. He acquired 1 share on 2026-02-13 at $23.59 ($24) and 114 shares on 2026-02-18 at $23.76 ($2,709), for a total of 115 shares acquired (~$2,733). On 2026-02-20, 148 shares were disposed/withheld at $23.67 ($3,503) to satisfy a payment of exercise price or tax liability. Net change: -33 shares (115 acquired minus 148 withheld).

Key Details

• Transaction dates and prices:
  • 2026-02-13: Acquired 1 share @ $23.59 (total $24) — dividend reinvestment.
  • 2026-02-18: Acquired 114 shares @ $23.76 (total $2,709) — dividend reinvestment.
  • 2026-02-20: 148 shares withheld/disposed @ $23.67 (total $3,503) — payment of exercise price/tax liability.
• Total acquired: 115 shares ($2,733). Total withheld/disposed: 148 shares ($3,503). Net -33 shares; net value difference ≈ $770 (more value withheld than acquired).
• Shares owned after the transactions: not specified in the provided filing summary.
• Footnotes: F1 indicates shares acquired via dividend reinvestment; F2 indicates shares were delivered/withheld to pay exercise price or tax liability in connection with a receipt/exercise/vesting under Rule 16b-3.
• Filing: Report filed 2026-02-24 covering transactions through 2026-02-20. No late-filing flag was provided in the supplied information.

Context

• The acquisitions were from a dividend reinvestment plan (routine, small purchases). The 148-share disposition appears to be withholding of shares to satisfy tax or exercise obligations (a common, administrative action following vesting or option exercise), not an open-market sale. These types of withholding transactions are typically procedural and do not necessarily indicate a change in insider sentiment.