Rush Blair T 4

What Happened

• Blair T. Rush, Executive Vice President of Citizens & Northern Corp (CZNC), received a 3,474-share restricted stock award on 2026-01-30 valued at $21.86/share (~$75,959) and also received 340 shares via a year-end ESOP contribution on 2026-01-09 (valued at $20.57 each, ~$6,994). Separately, 170 previously granted restricted shares were forfeited back to the issuer (reported as a disposition to the issuer at $0).

Key Details

• Transactions and prices:
  • 2026-01-09 — ESOP contribution (exempt acquisition, footnote F1): 340 shares @ $20.57 = $6,994 (acquired)
  • 2026-01-30 — Restricted stock award (footnote F2): 3,474 shares @ $21.86 = $75,959 (acquired)
  • 2026-01-30 — Disposition to issuer (forfeiture, footnote F3): 170 shares @ $0.00 = $0 (disposed)
• Total reported acquired value: ~ $82,953; 170 shares forfeited with no cash proceeds.
• Shares owned after the transactions: not specified in the filing.
• Footnotes:
  • F1: Exempt ESOP contribution (year-end).
  • F2: Award of restricted stock (subject to vesting).
  • F3: Forfeiture of restricted shares from 1/31/2023 grant that were eligible to vest in Jan 2026 based on an earnings-based performance standard.
• Filing: Form 4 filed 2026-02-03 covering transactions dated 2026-01-09 and 2026-01-30.

Context

• The 3,474 shares were awarded as restricted stock (not an open-market purchase), and the 340 shares came from an ESOP contribution; such awards and plan contributions are routine compensation/benefit events and do not directly signal open-market buying interest.
• The 170-share disposition was a forfeiture tied to a prior performance-based grant — forfeitures are common when performance goals aren’t met and do not represent a market sale.