Watkins Tracy Ellen 4

What Happened

• Tracy Ellen Watkins, Executive Vice President of Citizens & Northern Corp (CZNC), received a 2,390-share restricted stock award on 2026-01-30 valued at about $52,257, and previously received a 256-share ESOP contribution on 2026-01-09 ($5,266). On 2026-01-30 she also had 341 shares withheld to cover tax liability ($7,642) and 107 restricted shares were forfeited to the issuer ($0). Net from these transactions: +2,198 shares.

Key Details

• Transaction dates & prices:
  • 2026-01-09: ESOP contribution — 256 shares @ $20.57 (acquired) — $5,266 (footnote F1).
  • 2026-01-30: Restricted stock award — 2,390 shares @ $21.86 (acquired) — $52,257 (footnote F2).
  • 2026-01-30: Forfeiture to issuer — 107 shares @ $0.00 (disposed) — $0 (footnote F3).
  • 2026-01-30: Shares withheld for taxes — 341 shares @ $22.41 (disposed) — $7,642 (footnote F4).
• Shares owned after the transactions: not stated in the provided filing excerpt.
• Footnotes:
  • F1: Year-end ESOP contribution (exempt acquisition).
  • F2: Award of restricted stock.
  • F3: Forfeiture of restricted shares tied to an earnings-based performance standard (granted 1/31/2023).
  • F4: Withholding/delivery of shares to cover tax liability under Rule 16b-3.
• Filing timeliness: Form 4 was filed on 2026-02-03 for transactions in January 2026; this appears later than the usual 2-business-day reporting window and may be considered late.

Context

• The 2,390-share item was a restricted stock award (not an open-market purchase); such awards are compensation-related and often subject to vesting and performance conditions — a portion was forfeited for not meeting the earnings-based standard. The 341-share disposition reflects routine tax withholding, not a market sale. Overall, the transactions reflect compensation-related share activity rather than an open-market purchase or investment-driven sale.