Cwiklinski Kelley A 4

What Happened

• Kelley A. Cwiklinski, EVP & Chief Commercial Lending Officer of CITIZENS & NORTHERN CORP (CZNC), received a grant of restricted stock and an ESOP contribution, and had shares withheld to cover taxes.
• Specifics: 3,650 restricted shares were awarded on 2026-01-30 at $21.86 each (value ≈ $79,807). She also received a 340-share ESOP contribution on 2026-01-09 at $20.57 each (value ≈ $6,994). To cover tax obligations tied to the award/vesting, 463 shares were surrendered/withheld on 2026-01-30 at $22.41 each (value ≈ $10,376).
• Net effect: +3,527 shares (3,650 + 340 − 463). Total acquisition value ≈ $86,801; shares withheld ≈ $10,376 (net value increase ≈ $76,425). The award and ESOP contribution are acquisitions (not open-market purchases), while the 463-share disposition is routine tax withholding.

Key Details

• Transaction dates & prices:
  • 2026-01-09: ESOP contribution — 340 shares @ $20.57 (exempt acquisition).
  • 2026-01-30: Restricted stock award — 3,650 shares @ $21.86.
  • 2026-01-30: Tax withholding/disposition — 463 shares @ $22.41.
• Footnotes from the filing:
  • F1: Exempt acquisition via year-end contribution to ESOP (applies to 340 shares).
  • F2: Award of Restricted Stock (applies to 3,650 shares).
  • F3: Payment of exercise price or tax liability by delivering/withholding securities under Rule 16b-3 (applies to 463 shares).
• Shares owned after transaction: Not specified in the information provided here — see the full Form 4 for the "Owned After Reported Transaction(s)" field.
• Filing timeliness: Form filed 2026-02-03. The Jan. 30 entries were filed within the typical 2-business-day window; the Jan. 9 ESOP contribution appears to have been reported late relative to the standard Form 4 deadline.

Context

• The 3,650-share item is a restricted stock award (likely subject to vesting conditions) rather than an open-market buy — restricted awards are common compensation and do not necessarily signal an immediate trading view.
• The 463-share disposition was a withholding to satisfy tax obligations associated with the award/vesting (a routine administrative step, not an open-market sale).
• For retail investors: purchases/awards increase insider ownership and can be informative, but awards and ESOP contributions often reflect compensation practices rather than direct bullish trades. Check the full Form 4 for ownership totals and vesting details before drawing conclusions.