Cwiklinski Kelley A 4

What Happened
Kelley A. Cwiklinski, EVP & Chief Commercial Lending Officer of Citizens & Northern Corp (CZNC), had 169 shares withheld on Feb 20, 2026 to satisfy an exercise price or tax liability (worth about $4,000). Two days earlier (Feb 18, 2026) she acquired 34 shares through dividend reinvestment (worth about $808). The withholding is not an open‑market sale but a routine settlement of tax/exercise obligations.

Key Details

• Transaction dates and prices:
  • Feb 18, 2026 — acquisition of 34 shares at $23.76 each (DRIP), value ~$808. (Footnote F1)
  • Feb 20, 2026 — 169 shares delivered/withheld at $23.67 each to pay exercise price/taxes, value ~$4,000. (Footnote F2)
• Net share change reported here: -135 shares (34 acquired, 169 withheld).
• Shares owned after the transactions: not disclosed in the provided filing details.
• Footnotes: F1 = shares acquired via dividend reinvestment plan; F2 = shares delivered/withheld to satisfy exercise price or tax liability under Rule 16b‑3 (i.e., a withholding/cashless settlement).
• Timeliness: Form 4 was filed Feb 24, 2026. The filing appears late relative to the usual 2-business-day Form 4 requirement for these transactions.

Context
Withholding shares to cover taxes or exercise costs is a common administrative action and does not necessarily indicate a voluntary sale or change in insider sentiment. The small DRIP purchase is a routine dividend reinvestment. For retail investors, purchases (open-market buys) often carry more informational weight than routine withholdings; this filing mainly documents routine tax/exercise settlement activity.