Cwiklinski Kelley A 4/A

What Happened

Kelley A. Cwiklinski, EVP & Chief Commercial Lending Officer of Citizens & Northern Corp (CZNC), had 169 shares withheld on 2026-02-20 at $23.67/share (about $4,000) to satisfy an exercise price or tax liability, and on 2026-02-18 acquired 34 shares at $23.76/share (about $808) through dividend reinvestment. The withholding (disposition) reduced her holdings more than the small dividend reinvestment increased them (net -135 shares).

Key Details

• Transaction dates and prices:
  • 2026-02-18: Acquired 34 shares @ $23.76 ($808) via dividend reinvestment (footnote F1).
  • 2026-02-20: Disposed/withheld 169 shares @ $23.67 (~$4,000) to pay exercise price or tax liability (footnote F3).
• Net change: -135 shares overall (169 withheld minus 34 acquired).
• Shares owned after the transactions: not specified in this filing.
• Filing status: This is an amended Form 4 (Form 4/A) filed 2026-02-27. The amendment notes voluntary reporting (footnote F2). The amendment date is several days after the transaction dates and appears late relative to the typical 2-business-day Form 4 deadline.

Context

• The 34-share acquisition was via the company’s dividend reinvestment plan (routine, small purchase).
• The 169-share disposition was a withholding to satisfy tax or exercise obligations (common in option vesting/exercise scenarios), not an open-market sale.
• These are routine administrative transactions and do not, by themselves, indicate a change in insider sentiment.