2 unchanged sentences
(In Thousands, Except Share and Per Share Data) (Unaudited)
+Added: September 30,
(In Thousands, Except Share and Per Share Data)
30 unchanged sentences
authorized 30,000,000 shares;
−Removed: issued 16,030,172 and outstanding 15,514,943 at June 30, 2025;
+Added: issued 16,030,172 and outstanding 15,531,700 at September 30, 2025;
issued 16,030,172 and outstanding 15,433,494 at December 31, 2024
2 unchanged sentences
Treasury stock, at cost;
−Removed: 515,229 shares at June 30, 2025 and 596,678
+Added: 498,472 shares at September 30, 2025 and 596,678
shares at December 31, 2024
7 unchanged sentences
Three Months Ended
−Removed: Six Months Ended
+Added: Nine Months Ended
+Added: September 30,
+Added: September 30,
+Added: September 30,
+Added: September 30,
(In Thousands, Except Per Share Data)
42 unchanged sentences
Three Months Ended
−Removed: Six Months Ended
+Added: Nine Months Ended
+Added: September 30,
+Added: September 30,
+Added: September 30,
+Added: September 30,
(In Thousands)
Available-for-sale debt securities:
−Removed: Unrealized holding gains (losses) on available-for-sale debt securities
+Added: Unrealized holding gains on available-for-sale debt securities
Reclassification adjustment for losses (gains) realized in income
−Removed: Other comprehensive income (loss) on available-for-sale debt securities
+Added: Other comprehensive income on available-for-sale debt securities
Unfunded pension and postretirement obligations:
Changes from plan amendments and actuarial gains and losses
−Removed: Amortization of prior service cost, net actuarial gain and curtailment gain included in net periodic benefit cost
+Added: Amortization of prior service cost, net actuarial loss and curtailment gain included in net periodic benefit cost
Other comprehensive (loss) income on pension and postretirement obligations
−Removed: Other comprehensive income (loss) before income tax
−Removed: Income tax related to other comprehensive (income) loss
−Removed: Other comprehensive income (loss), net
+Added: Other comprehensive income before income tax
+Added: Income tax related to other comprehensive income
+Added: Other comprehensive income, net
Comprehensive income
3 unchanged sentences
(In Thousands) (Unaudited)
−Removed: Six Months Ended
+Added: Nine Months Ended
+Added: September 30,
+Added: September 30,
(In Thousands)
5 unchanged sentences
Depreciation and amortization of bank premises and equipment
−Removed: Net accretion of purchase accounting adjustments
+Added: Net accretion of acquisition accounting adjustment
Stock-based compensation
4 unchanged sentences
Proceeds from sales of loans held for sale
−Removed: Increase in accrued interest receivable and other assets
−Removed: (Decrease) increase in accrued interest and other liabilities
+Added: Decrease (increase) in accrued interest receivable and other assets
+Added: (Decrease) increase in accrued interest payable and other liabilities
Net Cash Provided by Operating Activities
7 unchanged sentences
Net increase in loans
+Added: Proceeds from bank-owned life insurance
Purchase of premises and equipment
8 unchanged sentences
Common dividends paid
−Removed: Net Cash (Used in) Provided by Financing Activities
+Added: Net Cash Provided by Financing Activities
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS
2 unchanged sentences
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
+Added: Increase in accrued purchase of available-for-sale debt securities
Assets acquired through foreclosure of real estate loans
−Removed: Increase in other assets from surrender of bank-owned life insurance
Leased assets obtained in exchange for new operating lease liabilities
6 unchanged sentences
Comprehensive
−Removed: Three Months Ended June 30, 2025
−Removed: Balance, March 31, 2025
+Added: Three Months Ended September 30, 2025
+Added: Balance, June 30, 2025
Other comprehensive income, net
1 unchanged sentence
Shares issued for dividend reinvestment plan
−Removed: Restricted stock granted
Forfeiture of restricted stock
Stock-based compensation expense
+Added: Balance, September 30, 2025
+Added: Three Months Ended September 30, 2024
Balance, June 30, 2024
−Removed: Three Months Ended June 30, 2024
−Removed: Balance, March 31, 2024
−Removed: Other comprehensive loss, net
+Added: Other comprehensive income, net
Cash dividends declared on common stock, $ .28 per share
Shares issued for dividend reinvestment plan
−Removed: Forfeiture of restricted stock
+Added: Restricted stock granted
Stock-based compensation expense
−Removed: Purchase of restricted stock for tax withholding
−Removed: Balance, June 30, 2024
+Added: Treasury stock purchases
+Added: Balance, September 30, 2024
Comprehensive
−Removed: Six Months Ended June 30, 2025
+Added: Nine Months Ended September 30, 2025
Balance, December 31, 2024
6 unchanged sentences
Purchase of restricted stock for tax withholding
−Removed: Balance, June 30, 2025
−Removed: Six Months Ended June 30, 2024
+Added: Balance, September 30, 2025
+Added: Nine Months Ended September 30, 2024
Balance, December 31, 2023
7 unchanged sentences
Treasury stock purchases
−Removed: Balance, June 30, 2024
+Added: Balance, September 30, 2024
The accompanying notes are an integral part of these unaudited consolidated financial statements.
10 unchanged sentences
GAAP”) for a complete set of financial statements.
−Removed: Operating results reported for the six-month period ended June 30, 2025 might not be indicative of the results for the year ending December 31, 2025.
+Added: Operating results reported for the nine-month period ended September 30, 2025 might not be indicative of the results for the year ending December 31, 2025.
The Corporation evaluates subsequent events through the date of filing with the Securities and Exchange Commission.
22 unchanged sentences
Three Months Ended
−Removed: Six Months Ended
+Added: Nine Months Ended
+Added: September 30,
+Added: September 30,
+Added: September 30,
+Added: September 30,
Dividends and undistributed earnings allocated to participating securities
7 unchanged sentences
(In Thousands)
−Removed: Three Months Ended June 30, 2025
+Added: Three Months Ended September 30, 2025
Available-for-sale debt securities:
7 unchanged sentences
(In Thousands)
−Removed: Three Months Ended June 30, 2024
+Added: Three Months Ended September 30, 2024
Available-for-sale debt securities:
−Removed: Unrealized holding losses on available-for-sale debt securities
+Added: Unrealized holding gains on available-for-sale debt securities
Reclassification adjustment for (gains) realized in income
−Removed: Other comprehensive loss from available-for-sale debt securities
+Added: Other comprehensive income from available-for-sale debt securities
Unfunded pension and postretirement obligations:
1 unchanged sentence
Other comprehensive loss on unfunded retirement obligations
−Removed: Total other comprehensive loss
+Added: Total other comprehensive income
(In Thousands)
−Removed: Six Months Ended June 30, 2025
+Added: Nine Months Ended September 30, 2025
Available-for-sale debt securities:
4 unchanged sentences
Changes from plan amendments and actuarial gains and losses
−Removed: Amortization of prior service cost and net actuarial gain included in net periodic benefit cost
+Added: Amortization of prior service cost and net actuarial loss included in net periodic benefit cost
Other comprehensive income on unfunded retirement obligations
2 unchanged sentences
(In Thousands)
−Removed: Six Months Ended June 30, 2024
+Added: Nine Months Ended September 30, 2024
Available-for-sale debt securities:
−Removed: Unrealized holding losses on available-for-sale debt securities
+Added: Unrealized holding gains on available-for-sale debt securities
Reclassification adjustment for (gains) realized in income
−Removed: Other comprehensive loss from available-for-sale debt securities
+Added: Other comprehensive income from available-for-sale debt securities
Unfunded pension and postretirement obligations:
2 unchanged sentences
Other comprehensive loss on unfunded retirement obligations
−Removed: Total other comprehensive loss
+Added: Total other comprehensive income
The amounts shown in the table immediately above are included in the following line items in the consolidated statements of income:
10 unchanged sentences
(Loss) Income
−Removed: Three Months Ended June 30, 2025
+Added: Three Months Ended September 30, 2025
Balance, beginning of period
−Removed: Other comprehensive income during three months ended June 30, 2025
+Added: Other comprehensive income (loss) during three months ended September 30, 2025
Balance, end of period
−Removed: Three Months Ended June 30, 2024
+Added: Three Months Ended September 30, 2024
Balance, beginning of period
−Removed: Other comprehensive loss during three months ended June 30, 2024
+Added: Other comprehensive income (loss) during three months ended September 30, 2024
Balance, end of period
3 unchanged sentences
(Loss) Income
−Removed: Six Months Ended June 30, 2025
+Added: Nine Months Ended September 30, 2025
Balance, beginning of period
−Removed: Other comprehensive income during six months ended June 30, 2025
+Added: Other comprehensive income during nine months ended September 30, 2025
Balance, end of period
−Removed: Six Months Ended June 30, 2024
+Added: Nine Months Ended September 30, 2024
Balance, beginning of period
−Removed: Other comprehensive loss during six months ended June 30, 2024
−Removed: Balance, end of period
+Added: Other comprehensive income (loss) during nine months ended September 30, 2024
CITIZENS & NORTHERN CORPORATION – FORM 10-Q
+Added: Balance, end of period
CASH AND DUE FROM BANKS
−Removed: Cash and due from banks at June 30, 2025 and December 31, 2024 include the following:
+Added: Cash and due from banks at September 30, 2025 and December 31, 2024 include the following:
(In Thousands)
+Added: September 30,
Cash and cash equivalents
5 unchanged sentences
The Corporation maintains cash and cash equivalents with certain financial institutions in excess of the FDIC insurance limit.
−Removed: Amortized cost and fair value of available-for-sale debt securities at June 30, 2025 and December 31, 2024 are summarized as follows.
−Removed: No allowance for credit losses was recorded at June 30, 2025 and December 31, 2024.
+Added: Amortized cost and fair value of available-for-sale debt securities at September 30, 2025 and December 31, 2024 are summarized as follows.
+Added: No allowance for credit losses was recorded at September 30, 2025 and December 31, 2024.
(In Thousands)
−Removed: June 30, 2025
+Added: September 30, 2025
Obligations of the U.S.
27 unchanged sentences
Total available-for-sale debt securities
−Removed: The following table presents gross unrealized losses and fair value of available-for-sale debt securities with unrealized loss positions aggregated by length of time that individual securities have been in a continuous unrealized loss position at June 30, 2025 and December 31, 2024 for which an allowance for credit losses has not been recorded:
−Removed: June 30, 2025
+Added: The following table presents gross unrealized losses and fair value of available-for-sale debt securities with unrealized loss positions aggregated by length of time that individual securities have been in a continuous unrealized loss position at September 30, 2025 and December 31, 2024 for which an allowance for credit losses has not been recorded:
+Added: September 30, 2025
Less Than 12 Months
29 unchanged sentences
Commercial mortgage-backed securities
−Removed: As reflected in the table above, gross unrealized holding losses on available-for-sale debt securities totaled $ 40,423,000 at June 30, 2025 and $ 47,806,000 at December 31, 2024.
−Removed: At June 30, 2025, the Corporation did not have the intent to sell, nor is it more likely than not it will be required to sell, these securities before it is able to recover the amortized cost basis.
+Added: As reflected in the table above, gross unrealized holding losses on available-for-sale debt securities totaled $ 34,589,000 at September 30, 2025 and $ 47,806,000 at December 31, 2024.
+Added: At September 30, 2025, the Corporation did not have the intent to sell, nor is it more likely than not it will be required to sell, these securities before it is able to recover the amortized cost basis.
The unrealized holding losses were consistent with increases in market interest rates that have occurred subsequent to the purchase of most of the securities.
−Removed: At June 30, 2025 and December 31, 2024, management performed an assessment for possible credit losses of the Corporation’s debt securities on an issue-by-issue basis, relying on information obtained from various sources, including publicly available financial data, ratings by external agencies, brokers and other sources.
−Removed: At June 30, 2025 and December 31, 2024, all of the Corporation’s holdings of bank holding company debt securities, obligations of states and political subdivisions, private label commercial mortgage-backed securities and collateralized loan obligations were investment grade and there have been no payment defaults.
−Removed: Based on the results of the assessment, there was no ACL required on available-for-sale debt securities in an unrealized loss position at June 30, 2025 and December 31, 2024.
−Removed: There were no gross realized gains and losses from the sale of available-for-sale debt securities for the three and six months ended June 30, 2025 and 2024.
−Removed: The amortized cost and fair value of available-for-sale debt securities by contractual maturity are shown in the following table as of June 30, 2025.
+Added: At September 30, 2025 and December 31, 2024, management performed an assessment for possible credit losses of the Corporation’s debt securities on an issue-by-issue basis, relying on information obtained from various sources, including publicly available financial data, ratings by external agencies, brokers and other sources.
+Added: At September 30, 2025 and December 31, 2024, all of the Corporation’s holdings of bank holding company debt securities, obligations of states and political subdivisions, private label commercial mortgage-backed securities and collateralized loan obligations were investment grade and there have been no payment defaults.
+Added: Based on the results of the assessment, there was no ACL required on available-for-sale debt securities in an unrealized loss position at September 30, 2025 and December 31, 2024.
+Added: There were no gross realized gains and losses from the sale of available-for-sale debt securities for the three and nine months ended September 30, 2025 and 2024.
+Added: The amortized cost and fair value of available-for-sale debt securities by contractual maturity are shown in the following table as of September 30, 2025.
Actual maturities may differ from contractual maturities because counterparties may have the right to call or prepay obligations with or without call or prepayment penalties.
1 unchanged sentence
(In Thousands)
−Removed: June 30, 2025
+Added: September 30, 2025
Due in one year or less
13 unchanged sentences
In the table above, mortgage-backed securities, collateralized mortgage obligations and asset-backed securities are shown in one period.
−Removed: Investment securities carried at $ 162,406,000 at June 30, 2025 and $ 190,949,000 at December 31, 2024 were pledged as collateral for public deposits, trusts and certain other deposits as provided by law.
+Added: Investment securities carried at $ 205,194,000 at September 30, 2025 and $ 190,949,000 at December 31, 2024 were pledged as collateral for public deposits, trusts and certain other deposits as provided by law.
See Note 8 for information concerning securities pledged to secure borrowing arrangements.
3 unchanged sentences
There is no active market for FHLB-Pittsburgh stock, and it must ordinarily be redeemed by FHLB-Pittsburgh in order to be liquidated.
−Removed: C&N Bank’s investment in FHLB-Pittsburgh stock, included in other assets in the consolidated balance sheets, was $ 14,392,000 at June 30, 2025 and $ 15,018,000 at December 31, 2024.
−Removed: The Corporation evaluated its holding of FHLB-Pittsburgh stock for impairment and deemed the stock to not be impaired at June 30, 2025 and December 31, 2024.
+Added: C&N Bank’s investment in FHLB-Pittsburgh stock, included in other assets in the consolidated balance sheets, was $ 14,346,000 at September 30, 2025 and $ 15,018,000 at December 31, 2024.
+Added: The Corporation evaluated its holding of FHLB-Pittsburgh stock for impairment and deemed the stock to not be impaired at September 30, 2025 and December 31, 2024.
In making this determination, management concluded that recovery of total outstanding par value, which equals the carrying value, is expected.
3 unchanged sentences
There is no active market for Federal Reserve Bank stock, and it must ordinarily be redeemed by the Federal Reserve Bank of Philadelphia in order to be liquidated.
−Removed: C&N Bank’s investment in Federal Reserve Bank stock, included in other assets in the consolidated balance sheets, was $ 6,321,000 at June 30, 2025 and $ 6,299,000 at December 31, 2024.
−Removed: The Corporation has a marketable equity security included in other assets in the consolidated balance sheets with a carrying value of $ 878,000 at June 30, 2025 and $ 863,000 December 31, 2024, consisting exclusively of one mutual fund.
−Removed: There was an unrealized loss on the mutual fund of $ 122,000 at June 30, 2025 and $ 137,000 at December 31, 2024.
−Removed: Changes in the unrealized gains or losses on this security, which are included in other noninterest income in the consolidated statements of income, were a gain of $ 2,000 in the second quarter of 2025 and a loss of $ 9,000 in the second quarter of 2024, a gain of $ 15,000 in the six-month period ended June 30, 2025 and a loss of $ 13,000 in the six-month period ended June 30, 2024.
+Added: C&N Bank’s investment in Federal Reserve Bank stock, included in other assets in the consolidated balance sheets, was $ 6,331,000 at September 30, 2025 and $ 6,299,000 at December 31, 2024.
+Added: The Corporation has a marketable equity security included in other assets in the consolidated balance sheets with a carrying value of $ 887,000 at September 30, 2025 and $ 863,000 at December 31, 2024, consisting exclusively of one mutual fund.
+Added: There was an unrealized loss on the mutual fund of $ 113,000 at September 30, 2025 and $ 137,000 at December 31, 2024.
+Added: Changes in the unrealized gains or losses on this security, which are included in other noninterest income in the consolidated statements of income, were a gain of $ 9,000 in the third quarter of 2025 and a gain of $ 31,000 in the third quarter of 2024, a gain of $ 24,000 in the nine-month period ended September 30, 2025 and a gain of $ 18,000 in the nine-month period ended September 30, 2024.
CITIZENS & NORTHERN CORPORATION – FORM 10-Q
LOANS AND ALLOWANCE FOR CREDIT LOSSES
−Removed: Loans receivable at June 30, 2025 and December 31, 2024 are summarized as follows:
+Added: Loans receivable at September 30, 2025 and December 31, 2024 are summarized as follows:
Summary of Loans by Type
(In Thousands)
+Added: September 30,
Commercial real estate - non-owner occupied
4 unchanged sentences
allowance for credit losses on loans
−Removed: In the table above, outstanding loan balances are presented net of deferred loan origination fees, net, of $ 3,963,000 at June 30, 2025 and $ 4,136,000 at December 31, 2024.
+Added: In the table above, outstanding loan balances are presented net of deferred loan origination fees of $ 4,021,000 at September 30, 2025 and $ 4,136,000 at December 31, 2024.
The Corporation grants loans to individuals as well as commercial and tax-exempt entities.
1 unchanged sentence
Although the Corporation has a diversified loan portfolio, a significant portion of its debtors’ ability to honor their contracts is dependent on the local economic conditions within the region.
−Removed: The following tables present an analysis of past due loans as of June 30, 2025 and December 31, 2024:
+Added: The following tables present an analysis of past due loans as of September 30, 2025 and December 31, 2024:
(In Thousands)
−Removed: As of June 30, 2025
+Added: As of September 30, 2025
Still Accruing
20 unchanged sentences
CITIZENS & NORTHERN CORPORATION – FORM 10-Q
−Removed: The following table presents the amortized cost of loans by credit quality indicators by year of origination as of June 30, 2025:
+Added: The following table presents the amortized cost of loans by credit quality indicators by year of origination as of September 30, 2025:
(In Thousands)
50 unchanged sentences
The following tables are a summary of the Corporation’s nonaccrual loans by major categories for the periods indicated.
−Removed: June 30, 2025
+Added: September 30, 2025
Nonaccrual Loans with
19 unchanged sentences
Consumer loans
−Removed: The Corporation recognized interest income on nonaccrual loans of $ 227,000 and $ 457,000 in the three and six months ended June 30, 2025, respectively and $ 285,000 and $ 516,000 in the three and six months ended June 30, 2024, respectively.
−Removed: The following table represents the accrued interest receivable written off by reversing interest income during the three-month and six-month periods ended June 30, 2025 and 2024:
+Added: The Corporation recognized interest income on nonaccrual loans of $ 203,000 and $ 660,000 in the three and nine months ended September 30, 2025, respectively and $ 234,000 and $ 750,000 in the three and nine months ended September 30, 2024, respectively.
+Added: The following table represents the accrued interest receivable written off by reversing interest income during the three-month and nine-month periods ended September 30, 2025 and 2024:
Three Months Ended
Three Months Ended
−Removed: Six Months Ended
−Removed: Six Months Ended
+Added: Nine Months Ended
+Added: Nine Months Ended
(In Thousands)
−Removed: June 30, 2025
−Removed: June 30, 2024
−Removed: June 30, 2025
−Removed: June 30, 2024
+Added: September 30, 2025
+Added: September 30, 2024
+Added: September 30, 2025
+Added: September 30, 2024
Commercial real estate - non-owner occupied
5 unchanged sentences
The underlying collateral can vary based upon the type of loan.
−Removed: The following provides more detail about the types of collateral that secure collateral dependent loans:
+Added: The following discussion provides more detail about the types of collateral that secure collateral dependent loans:
● Commercial real estate loans can be secured by either owner occupied commercial real estate or non-owner occupied investment commercial real estate.
8 unchanged sentences
The following table details the amortized cost of collateral dependent loans, which are individually evaluated to determine expected credit losses, and the related allowance for credit losses allocated to these loans:
−Removed: June 30, 2025
+Added: September 30, 2025
December 31, 2024
11 unchanged sentences
and (c) an additional adjustment to expected credit losses is made, based on an economic forecast, and applied for the first 2 years of the weighted-average remaining life of the portfolio.
−Removed: The following table summarizes the activity related to the allowance for credit losses for the three and six months ended June 30, 2025 and 2024.
+Added: The following table summarizes the activity related to the allowance for credit losses for the three and nine months ended September 30, 2025 and 2024.
real estate -
1 unchanged sentence
(In Thousands)
−Removed: Balance, March 31, 2025
−Removed: Provision (credit) for credit losses on loans
Balance, June 30, 2025
+Added: Provision for credit losses on loans
+Added: Balance, September 30, 2025
real estate -
3 unchanged sentences
Provision (credit) for credit losses on loans
−Removed: Balance, June 30, 2025
+Added: Balance, September 30, 2025
CITIZENS & NORTHERN CORPORATION – FORM 10-Q
2 unchanged sentences
(In Thousands)
−Removed: Balance, March 31, 2024
−Removed: Provision (credit) for credit losses on loans
Balance, June 30, 2024
+Added: Provision (credit) for credit losses on loans
+Added: Balance, September 30, 2024
real estate -
3 unchanged sentences
Provision (credit) for credit losses on loans
−Removed: Balance, June 30, 2024
−Removed: The ACL on loans individually evaluated decreased to $ 9,000 at June 30, 2025 from $ 122,000 at December 31, 2024.
−Removed: At June 30, 2025, there were loans to one borrower with a total amortized cost basis of $ 239,000 for which an individual ACL was recorded.
+Added: Balance, September 30, 2024
+Added: The ACL on loans individually evaluated decreased to $ 51,000 at September 30, 2025 from $ 122,000 at December 31, 2024.
+Added: At September 30, 2025, there was a loan to one borrower with a amortized cost basis of $ 263,000 for which an individual ACL was recorded.
At December 31, 2024, there were loans to one borrower with a total amortized cost basis of $ 258,000 for which an individual ACL was recorded.
−Removed: The ACL on loans collectively evaluated was $ 21,690,000 at June 30, 2025, up from $ 19,913,000 at December 31, 2024.
−Removed: The increase in the collectively evaluated portion of the ACL at June 30, 2025 as compared to December 31, 2024 included a net increase related to changes in qualitative adjustments and in an economic forecast, partially offset by a decrease in the portion of the ACL based on the WARM method estimated losses resulting partially from a reduction in the estimated average life of the portfolio.
+Added: The ACL on loans collectively evaluated was $ 23,423,000 at September 30, 2025, up from $ 19,913,000 at December 31, 2024.
+Added: The increase in the collectively evaluated portion of the ACL at September 30, 2025 as compared to December 31, 2024 included a net increase related to changes in qualitative adjustments, partially offset by a decrease in the portion of the ACL based on the WARM method estimated losses resulting partially from a reduction in the estimated average life of the portfolio.
+Added: The increase in the ACL at September 30, 2025 from December 31, 2024 related to changes in qualitative adjustments included increases in estimates based on:
+Added: the volume and severity of past due, nonaccrual and criticized or adversely classified loans;
+Added: regional and local economic conditions;
+Added: and regional values of residential housing.
Modifications Made to Borrowers Experiencing Financial Difficulty
1 unchanged sentence
Because the effect of most modifications made to borrowers experiencing financial difficulty is already included in the allowance for credit losses because of the measurement methodologies used to estimate the allowance, a change to the allowance for credit losses is generally not recorded upon modification.
−Removed: During the three and six months ended June 30, 2025 and June 30, 2024, the Corporation made no modifications of loans to borrowers experiencing financial difficulty.
−Removed: The following table presents the performance of such loans that have been modified in the twelve-month period preceding June 30, 2025 and the twelve-month period preceding June 30, 2024 (in thousands):
+Added: During the three and nine months ended September 30, 2025 and September 30, 2024, the Corporation made no modifications of loans to borrowers experiencing financial difficulty.
+Added: The following table presents the performance of such loans that have been modified in the twelve-month period preceding September 30, 2025 and the twelve-month period preceding September 30, 2024 (in thousands):
(In Thousands)
Payment Status (Amortized Cost Basis)
−Removed: June 30, 2025
+Added: September 30, 2025
Current or Past Due Less than 30 Days
2 unchanged sentences
Commercial real estate - owner occupied
+Added: CITIZENS & NORTHERN CORPORATION – FORM 10-Q
(In Thousands)
Payment Status (Amortized Cost Basis)
−Removed: June 30, 2024
+Added: September 30, 2024
Current or Past Due Less than 30 Days
1 unchanged sentence
Commercial real estate - non-owner occupied
−Removed: CITIZENS & NORTHERN CORPORATION – FORM 10-Q
−Removed: Included in performance of loans modified in the twelve-month period preceding June 30, 2025 table above, was one loan secured by non-owner occupied commercial real estate with an amortized cost basis of $ 1,790,000 that was in nonaccrual status at June 30, 2025.
−Removed: For the loan secured by non-owner occupied real estate with an amortized cost basis of $ 1,790,000 at June 30, 2025, the Corporation had extended the maturity for 12 months in the fourth quarter 2023.
+Added: Included in performance of loans modified in the twelve-month period preceding September 30, 2025 table above, was one loan secured by non-owner occupied commercial real estate with an amortized cost basis of $ 1,781,000 that was in nonaccrual status at September 30, 2025.
+Added: The Corporation had extended the maturity of that loan for 12 months in the fourth quarter 2023.
In 2024, the borrower continued to experience financial difficulty, and the Corporation provided another six-month extension of the maturity.
The Corporation recorded a partial charge-off of $ 640,000 on this loan in 2024.
−Removed: There was no specific ACL on this loan at June 30, 2025 and December 31, 2024.
−Removed: The loan that was past due more than 90 days at June 30, 2024 in the table above was in default with its modified terms at June 30, 2024.
−Removed: The Corporation received payments totaling $ 258,000 in the twelve-month period ended June 30, 2025, all of which were applied to principal.
−Removed: The amortized cost basis of the loan was $ 1,123,000 at June 30, 2025.
−Removed: The Corporation had no commitments to lend any additional funds on modified loans during the three and six months ended June 30, 2025 and 2024, and the Corporation had no loans that defaulted during the three and six months ended June 30, 2025 and 2024 that had been modified preceding the payment default when the borrower was experiencing financial difficulty at the time of modification.
+Added: There was no specific ACL on this loan at September 30, 2025 and December 31, 2024.
+Added: The loan that was past due more than 90 days at September 30, 2024 in the table above was in default with its modified terms at September 30, 2024.
+Added: The Corporation received payments totaling $ 264,000 in the twelve-month period ended September 30, 2025, all of which were applied to principal.
+Added: The amortized cost basis of the loan was $ 1,093,000 at September 30, 2025.
+Added: The Corporation had no commitments to lend any additional funds on modified loans during the three and nine months ended September 30, 2025 and 2024, and the Corporation had no loans that defaulted during the three and nine months ended September 30, 2025 and 2024 that had been modified preceding the payment default when the borrower was experiencing financial difficulty at the time of modification.
The carrying amount of foreclosed residential real estate properties held as a result of obtaining physical possession (included in foreclosed assets held for sale in the unaudited consolidated balance sheets) is as follows:
(In Thousands)
+Added: September 30,
Foreclosed residential real estate
1 unchanged sentence
(In Thousands)
+Added: September 30,
Residential real estate in process of foreclosure
1 unchanged sentence
These financial instruments include commitments to extend credit and standby letters of credit.
−Removed: The contract amounts of these financial instruments at June 30, 2025 and December 31, 2024 are as follows:
+Added: The contract amounts of these financial instruments at September 30, 2025 and December 31, 2024 are as follows:
+Added: September 30,
(In Thousands)
5 unchanged sentences
The estimate includes consideration of the likelihood that funding will occur and an estimate of expected credit losses on commitments expected to be funded over their estimated lives.
−Removed: The allowance for credit losses for off-balance sheet exposures of $ 742,000 at June 30, 2025 and $ 455,000 at December 31, 2024, is included in accrued interest and other liabilities on the unaudited consolidated balance sheets.
−Removed: The following table presents the balance and activity in the allowance for credit losses for off-balance sheet exposures for the three and six months ended June 30, 2025 and 2024:
+Added: The allowance for credit losses for off-balance sheet exposures of $ 1,036,000 at September 30, 2025 and $ 455,000 at December 31, 2024, is included in accrued interest and other liabilities on the unaudited consolidated balance sheets.
CITIZENS & NORTHERN CORPORATION – FORM 10-Q
+Added: The following table presents the balance and activity in the allowance for credit losses for off-balance sheet exposures for the three and nine months ended September 30, 2025 and 2024:
Three Months Ended
−Removed: Six Months Ended
+Added: Nine Months Ended
(In Thousands)
−Removed: June 30, 2025
−Removed: June 30, 2024
−Removed: June 30, 2025
−Removed: June 30, 2024
+Added: September 30, 2025
+Added: September 30, 2024
+Added: September 30, 2025
+Added: September 30, 2024
Beginning Balance
Provision (credit) for unfunded commitments
−Removed: Ending Balance, June 30
+Added: Ending Balance, September 30
GOODWILL AND CORE DEPOSIT INTANGIBLES, NET
Goodwill represents the excess of the cost of acquisitions over the fair value of the net assets acquired.
−Removed: At June 30, 2025 and December 31, 2024, the net carrying value of goodwill was $ 52,505,000 .
+Added: At September 30, 2025 and December 31, 2024, the net carrying value of goodwill was $ 52,505,000 .
Information related to core deposit intangibles is as follows:
(In Thousands)
+Added: September 30,
Accumulated amortization
2 unchanged sentences
Three Months Ended
−Removed: Six Months Ended
+Added: Nine Months Ended
+Added: September 30,
+Added: September 30,
+Added: September 30,
+Added: September 30,
Amortization expense
3 unchanged sentences
(In Thousands)
+Added: September 30,
FHLB-Pittsburgh borrowings
3 unchanged sentences
These agreements provide that the Corporation sells specified investment securities to the customers on an overnight basis and repurchases them on the following business day.
−Removed: The weighted average rate paid by the Corporation on customer repurchase agreements was 0.10 % at both June 30, 2025 and December 31, 2024.
−Removed: The carrying value of the underlying securities was $ 540,000 at June 30, 2025 and $ 2,500,000 at December 31, 2024.
−Removed: The FHLB-Pittsburgh loan facility is collateralized by qualifying loans secured by real estate with a book value totaling $ 1,387,317,000 at June 30, 2025 and $ 1,351,770,000 at December 31, 2024.
+Added: The weighted average rate paid by the Corporation on customer repurchase agreements was 0.10 % at both September 30, 2025 and December 31, 2024.
+Added: The carrying value of the underlying securities was $ 1,490,000 at September 30, 2025 and $ 2,500,000 at December 31, 2024.
+Added: The FHLB-Pittsburgh loan facility is collateralized by qualifying loans secured by real estate with a book value totaling $ 1,386,299,000 at September 30, 2025 and $ 1,351,770,000 at December 31, 2024.
Also, the FHLB-Pittsburgh loan facility requires the Corporation to invest in established amounts of FHLB-Pittsburgh stock.
−Removed: The carrying values of the Corporation’s holdings of FHLB-Pittsburgh stock (included in other assets in the consolidated balance sheets) were $ 14,392,000 at June 30, 2025 and $ 15,018,000 at December 31, 2024.
−Removed: The Corporation’s total credit facility with FHLB-Pittsburgh was $ 945,619,000 at June 30, 2025, including an unused (available) amount of $ 780,008,000 and outstanding credit facilities of $ 165,611,000 which included long-term borrowings with par values totaling $ 143,894,000 and letters of credit totaling $ 21,717,000 .
−Removed: At December 31, 2024, the Corporation’s total credit facility with FHLB-
+Added: The carrying values of the Corporation’s holdings of FHLB-Pittsburgh stock
CITIZENS & NORTHERN CORPORATION – FORM 10-Q
−Removed: Pittsburgh was $ 938,691,000 , including an unused (available) amount of $ 749,999,000 and outstanding credit facilities of $ 188,692,000 which included long-term borrowings with par values totaling $ 165,451,000 and letters of credit totaling $ 23,241,000 .
−Removed: The Corporation had available credit with other correspondent banks totaling $ 75,000,000 at June 30, 2025 and December 31, 2024.
+Added: (included in other assets in the consolidated balance sheets) were $ 14,346,000 at September 30, 2025 and $ 15,018,000 at December 31, 2024.
+Added: The Corporation’s total credit facility with FHLB-Pittsburgh was $ 973,060,000 at September 30, 2025, including an unused (available) amount of $ 802,213,000 .
+Added: At December 31, 2024, the Corporation’s total credit facility with FHLB-Pittsburgh was $ 938,691,000 , including an unused (available) amount of $ 749,999,000 .
+Added: At September 30, 2025 and December 31, 2024, the Corporation’s use of the FHLB-Pittsburgh facility included borrowed funds (detailed below) and letters of credit totaling $ 27,987,000 at September 30, 2025 and $ 23,241,000 at December 31, 2024.
+Added: Availability on the facility is also reduced by accrued interest payable on the borrowings and by the total of the Corporation’s credit enhancement obligations on residential mortgage loans sold under the MPF Original Program.
+Added: The Corporation had available credit with other correspondent banks totaling $ 75,000,000 at September 30, 2025 and December 31, 2024.
These lines of credit are primarily unsecured.
−Removed: No amounts were outstanding at June 30, 2025 or December 31, 2024.
+Added: No amounts were outstanding at September 30, 2025 or December 31, 2024.
The Corporation has a line of credit with the Federal Reserve Bank of Philadelphia’s Discount Window.
−Removed: At June 30, 2025, the Corporation had available credit in the amount of $ 17,545,000 on this line with no outstanding advances.
+Added: At September 30, 2025, the Corporation had available credit in the amount of $ 25,228,000 on this line with no outstanding advances.
At December 31, 2024, the Corporation had available credit in the amount of $ 18,093,000 on this line with no outstanding advances.
−Removed: As collateral for this line, the Corporation has pledged available-for-sale securities with a carrying value of $ 18,305,000 at June 30, 2025 and $ 18,881,000 at December 31, 2024.
+Added: As collateral for this line, the Corporation has pledged available-for-sale securities with a carrying value of $ 26,732,000 at September 30, 2025 and $ 18,881,000 at December 31, 2024.
LONG-TERM BORROWINGS – FHLB ADVANCES
1 unchanged sentence
(In Thousands)
+Added: September 30,
Loans maturing in 2025 with a weighted-average rate of 4.66 %
4 unchanged sentences
Total long-term FHLB-Pittsburgh borrowings
−Removed: Weighted-average rates are presented as of June 30, 2025.
+Added: Weighted-average rates are presented as of September 30, 2025.
In 2021, the Corporation issued and sold $ 15.0 million in aggregate principal amount of 2.75 % Fixed Rate Senior Unsecured Notes due 2026 (the "Senior Notes").
4 unchanged sentences
Debt issuance costs are amortized over the term of the Senior Notes as an adjustment of the effective interest rate.
−Removed: Amortization of debt issuance costs associated with the Senior Notes totaling $ 17,000 in the second quarter 2025 and $ 35,000 for the six-month ended June 30, 2025 and $ 17,000 in the second quarter 2024 and $ 34,000 for the six-month ended June 30, 2024 was included in interest expense on senior notes, net in the unaudited consolidated statements of income.
−Removed: At June 30, 2025 and December 31, 2024, outstanding Senior Notes are as follows:
+Added: Amortization of debt issuance costs associated with the Senior Notes totaling $ 18,000 in the third quarter 2025 and $ 53,000 for the nine-month period ended September 30, 2025 and $ 17,000 in the third quarter 2024 and $ 51,000 for the nine-month period ended September 30, 2024 was included in interest expense on senior notes, net in the unaudited consolidated statements of income.
+Added: CITIZENS & NORTHERN CORPORATION – FORM 10-Q
+Added: At September 30, 2025 and December 31, 2024, outstanding Senior Notes are as follows:
(In Thousands)
+Added: September 30,
Senior Notes with an aggregate par value of $ 15,000,000 ;
5 unchanged sentences
The Subordinated Notes mature on June 1, 2031 and bear interest at a fixed annual rate of 3.25 %, to June 1, 2026 .
−Removed: From June 1, 2026 to maturity or early redemption, the interest rate will reset quarterly to an interest rate per
−Removed: CITIZENS & NORTHERN CORPORATION – FORM 10-Q
−Removed: annum equal to the three-month Secured Overnight Financing Rate provided by the Federal Reserve Bank of New York plus 259 basis points.
+Added: From June 1, 2026 to maturity or early redemption, the interest rate will reset quarterly to an interest rate per annum equal to the three-month Secured Overnight Financing Rate provided by the Federal Reserve Bank of New York plus 259 basis points.
The Corporation is entitled to redeem the Subordinated Notes, in whole or in part, at any time on or after June 1, 2026, and to redeem the Subordinated Notes at any time in whole upon certain other events.
6 unchanged sentences
Debt issuance costs are amortized through June 1, 2026 as an adjustment of the effective interest rate.
−Removed: Amortization of debt issuance costs associated with the Subordinated Notes totaling $ 29,000 in the second quarter 2025 and $ 58,000 for the six-month period ended June 30, 2025 and $ 28,000 in the second quarter 2024 and $ 56,000 for the six-month period ended June 30, 2024, was included in interest expense on subordinated debt, net in the unaudited consolidated statements of income.
−Removed: At June 30, 2025 and December 31, 2024, the carrying amounts of subordinated debt agreements are as follows:
+Added: Amortization of debt issuance costs associated with the Subordinated Notes totaling $ 30,000 in the third quarter 2025 and $ 88,000 for the nine-month period ended September 30, 2025 and $ 29,000 in the third quarter 2024 and $ 85,000 for the nine-month period ended September 30, 2024, was included in interest expense on subordinated debt, net in the unaudited consolidated statements of income.
+Added: At September 30, 2025 and December 31, 2024, the carrying amounts of subordinated debt agreements are as follows:
(In Thousands)
+Added: September 30,
Agreements with a par value of $ 25,000,000 ;
4 unchanged sentences
The Corporation has a stock incentive plan for selected officers and the independent directors.
−Removed: The Corporation made second quarter 2025 restricted stock awards to independent directors that vest ratably over one year and made restricted stock awards to employees that vest ratably over three years in the six-month period ended June 30, 2025.
−Removed: Following is a summary of restricted stock awards granted in the six-month period ended June 30, 2025:
+Added: The first quarter 2025 restricted stock awards to employees vest ratably over three years , and the second quarter 2025 restricted stock awards to the independent directors vest over one year .
+Added: Following is a summary of restricted stock awards granted in the nine-month period ended September 30, 2025:
+Added: CITIZENS & NORTHERN CORPORATION – FORM 10-Q
(Dollars in Thousands)
−Removed: Six Months Ended June 30, 2025 awards:
+Added: Nine Months Ended September 30, 2025 awards:
Time-based awards to independent directors
2 unchanged sentences
Compensation cost related to restricted stock is recognized based on the fair value of the stock at the grant date over the vesting period, adjusted for estimated and actual forfeitures.
−Removed: Total stock-based compensation expense attributable to restricted stock awards amounted to $ 331,000 in the second quarter 2025 and $ 390,000 in the second quarter 2024.
−Removed: Total stock-based compensation expense attributable to restricted stock awards amounted to $ 656,000 in the six-month period ended June 30, 2025 and $ 716,000 in the six-month period ended June 30, 2024.
−Removed: CITIZENS & NORTHERN CORPORATION – FORM 10-Q
+Added: Total stock-based compensation expense attributable to restricted stock awards amounted to $ 337,000 in the third quarter 2025 and $ 383,000 in the third quarter 2024.
+Added: Total stock-based compensation expense attributable to restricted stock awards amounted to $ 993,000 in the nine-month period ended September 30, 2025 and $ 1,099,000 in the nine-month period ended September 30, 2024.
CONTINGENCIES
1 unchanged sentence
On March 27, 2024, a putative class action lawsuit was filed in the US District Court for the Western District of Texas by investors in a purported Ponzi scheme operated by two individuals, one of whom maintained accounts at C&N Bank.
−Removed: The plaintiffs have sued C&N Bank, along with another bank, an additional law firm and accounting firm defendants.
+Added: The plaintiffs have sued C&N Bank, along with another bank, and additional law firm and accounting firm defendants.
The case is styled Goldovsky, et al.
Rauld, et al.
−Removed: Plaintiffs have asserted claims against C&N Bank and the other bank for aiding and abetting alleged violations of the Texas Securities Act, and additional claims against the legal and accounting professionals for statutory fraud, common law fraud, negligent misrepresentation, and knowing participation in breach of fiduciary duty.
−Removed: C&N Bank has filed motions to dismiss the case for wont of personal jurisdiction and failure to state a claim.
−Removed: The Plaintiffs have responded to those motions.
−Removed: Plaintiffs have filed an application for certification of the suit as a class action.
−Removed: The court has stayed the motions to dismiss pending consideration of the class action certification application.
−Removed: Following depositions of the four plaintiffs on issues germane to class action certification, C&N Bank and each of the other defendants have filed briefs in opposition to the plaintiffs’ class certification motion.
−Removed: A hearing on the motion for class certification took place on February 18, 2025.
+Added: Plaintiffs asserted claims against C&N Bank and the other bank for aiding and abetting alleged violations of the Texas Securities Act, and additional claims against the legal and accounting professionals for statutory fraud, common law fraud, negligent misrepresentation, and knowing participation in breach of fiduciary duty.
+Added: C&N Bank filed motions to dismiss the Texas case for wont of personal jurisdiction and failure to state a claim.
+Added: The Plaintiffs responded to those motions.
By order of the District Court judge dated March 27, 2025, C&N Bank’s motion to dismiss for wont of personal jurisdiction was granted.
−Removed: The Plaintiffs have no appeal of the District Court’s decision as a matter of right.
+Added: Plaintiffs filed an application for certification of the Texas suit as a class action.
+Added: On October 16, 2025, the District Court in Texas issued an order denying the plaintiffs’ motion for class certification.
On May 23, 2025, C&N Bank was served with a complaint filed by Goldovsky, et al in the US District Court for the Middle District of Pennsylvania.
−Removed: The complaint is predicated upon Texas Securities law alleging substantially the same facts and asserting the same legal arguments.
+Added: The complaint is predicated upon Texas securities law, alleging substantially the same facts and asserting the same legal arguments as in the Texas case.
+Added: C&N Bank filed motions to dismiss the Pennsylvania case.
+Added: Plaintiffs filed a motion to certify the case as class action.
+Added: C&N Bank filed its response brief in opposition to class certification in the Pennsylvania case on October 22, 2025.
C&N Bank believes that it has substantial defenses against the action, and it intends to defend itself against the plaintiffs’ allegations.
5 unchanged sentences
In management’s opinion, the Corporation’s financial position and results of operations would not be materially affected by the outcome of these legal proceedings.
+Added: CITIZENS & NORTHERN CORPORATION – FORM 10-Q
DERIVATIVE FINANCIAL INSTRUMENTS
7 unchanged sentences
As the interest rate swaps associated with this program do not meet the hedge accounting requirements, changes in the fair value of both the customer swaps and the offsetting swaps are recognized directly in earnings.
−Removed: The aggregate notional amount of interest rate swaps was $ 143,208,000 at June 30, 2025 and $ 141,940,000 at December 31, 2024.
−Removed: The Corporation originated one interest rate swap with a notional amount of $ 1,800,000 in the six-month period ended June 30, 2025.
−Removed: Fee income on the interest swap originated in the six-month period ended June 30, 2025 of $ 24,000 was included in other noninterest income in the consolidated statements of income.
−Removed: There were no interest rate swaps originated in the six-month period ended June 30, 2024.
−Removed: There were no gross amounts of interest rate swap-related assets and liabilities not offset in the consolidated balance sheets at June 30, 2025 and December 31, 2024.
−Removed: CITIZENS & NORTHERN CORPORATION – FORM 10-Q
+Added: The aggregate notional amount of interest rate swaps was $ 137,920,000 at September 30, 2025 and $ 141,940,000 at December 31, 2024.
+Added: The Corporation originated one interest rate swap in the nine-month period ended September 30, 2025.
+Added: The notional amount of the swap was $ 1,791,000 at September 30, 2025.
+Added: Fee income on the interest swap originated in the nine-month period ended September 30, 2025 of $ 24,000 was included in other noninterest income in the consolidated statements of income.
+Added: There were no interest rate swaps originated in the nine-month period ended September 30, 2024.
+Added: There were no gross amounts of interest rate swap-related assets and liabilities not offset in the consolidated balance sheets at September 30, 2025 and December 31, 2024.
The Corporation has entered into an RPA with another institution as a means to assume a portion of the credit risk associated with a loan structure which includes a derivative instrument, in exchange for fee income commensurate with the risk assumed.
This type of derivative is referred to as an “RPA In.” In addition, in an effort to reduce the credit risk associated with an interest rate swap agreement with a borrower for whom the Corporation has provided a loan structured with a derivative, the Corporation purchased an RPA from an institution participating in the facility in exchange for a fee commensurate with the risk shared.
−Removed: This type of derivative is referred to as an “RPA Out.” There was an increase of $ 9,000 included in other noninterest income from RPAs in the second quarter 2025 and in the six-month period ended June 30, 2025 as compared to an increase of $ 1,000 , included in other noninterest income, in the second quarter 2024 and $ 2,000 in the six-month period ended June 30, 2024.
−Removed: The table below presents the fair value of the Corporation’s derivative financial instruments as well as their classification on the consolidated balance sheets at June 30, 2025 and December 31, 2024:
+Added: This type of derivative is referred to as an “RPA Out.” There was an increase of $ 1,000 included in other noninterest income from RPAs in the third quarter 2025 and $ 10,000 in the nine-month period ended September 30, 2025 as compared to a decrease of $ 1,000 , included in other noninterest income, in the third quarter 2024 and an increase of $ 1,000 in the nine-month period ended September 30, 2024.
+Added: The table below presents the fair value of the Corporation’s derivative financial instruments as well as their classification on the consolidated balance sheets at September 30, 2025 and December 31, 2024:
(In Thousands)
−Removed: At June 30, 2025
+Added: At September 30, 2025
At December 31, 2024
6 unchanged sentences
(2) Included in accrued interest and other liabilities in the consolidated balance sheets.
+Added: CITIZENS & NORTHERN CORPORATION – FORM 10-Q
The Corporation’s agreements with its derivative counterparties provide that, if the Corporation defaults on any of its indebtedness, including default where repayment of the indebtedness has not been accelerated by the lender, then the Corporation could also be declared in default on its derivative obligations.
Further, if the Corporation were to fail to maintain its status as a well or adequately capitalized institution, then the counterparties could terminate the derivative positions, and the Corporation would be required to settle its obligations under the agreements.
−Removed: There was interest-bearing cash pledged as collateral against the Corporation’s liability related to the interest rate swaps of $ 1,120,000 at June 30, 2025 and $ 1,090,000 at December 31, 2024.
+Added: There was interest-bearing cash pledged as collateral against the Corporation’s liability related to the interest rate swaps of $ 1,400,000 at September 30, 2025 and $ 1,090,000 at December 31, 2024.
FAIR VALUE MEASUREMENTS AND FAIR VALUES OF FINANCIAL INSTRUMENTS
11 unchanged sentences
Examples of valuation methodologies that would result in Level 3 classification include option pricing models, discounted cash flows and other similar techniques.
−Removed: CITIZENS & NORTHERN CORPORATION – FORM 10-Q
The Corporation monitors and evaluates available data relating to fair value measurements on an ongoing basis and recognizes transfers among the levels of the fair value hierarchy as of the date of an event or change in circumstances that affects the valuation method chosen.
Examples of such changes may include the market for a particular asset or liability becoming active or inactive, changes in the availability of quoted prices, or changes in the availability of other market data.
−Removed: At June 30, 2025 and December 31, 2024, assets and liabilities measured at fair value and the valuation methods used are as follows:
−Removed: June 30, 2025
+Added: CITIZENS & NORTHERN CORPORATION – FORM 10-Q
+Added: At September 30, 2025 and December 31, 2024, assets and liabilities measured at fair value and the valuation methods used are as follows:
+Added: September 30, 2025
Quoted Prices
70 unchanged sentences
CITIZENS & NORTHERN CORPORATION – FORM 10-Q
−Removed: At June 30, 2025 and December 31, 2024, quantitative information regarding valuation techniques and the significant unobservable inputs used for assets measured on a recurring basis using unobservable inputs (Level 3 methodologies) are as follows:
+Added: At September 30, 2025 and December 31, 2024, quantitative information regarding valuation techniques and the significant unobservable inputs used for assets measured on a recurring basis using unobservable inputs (Level 3 methodologies) are as follows:
Fair Value at
21 unchanged sentences
Three Months Ended
−Removed: Six Months Ended
−Removed: June 30, 2025
−Removed: June 30, 2024
−Removed: June 30, 2025
−Removed: June 30, 2024
+Added: Nine Months Ended
+Added: September 30, 2025
+Added: September 30, 2024
+Added: September 30, 2025
+Added: September 30, 2024
Servicing rights balance, beginning of period
9 unchanged sentences
CITIZENS & NORTHERN CORPORATION – FORM 10-Q
−Removed: At June 30, 2025 and December 31, 2024, quantitative information regarding valuation techniques and the significant unobservable inputs used for nonrecurring fair value measurements using Level 3 methodologies are as follows:
+Added: At September 30, 2025 and December 31, 2024, quantitative information regarding valuation techniques and the significant unobservable inputs used for nonrecurring fair value measurements using Level 3 methodologies are as follows:
(Dollars In Thousands)
2 unchanged sentences
Loans individually evaluated for credit loss:
−Removed: Commercial real estate - owner occupied
−Removed: Sales comparison & SBA guaranty
+Added: Commercial real estate - nonowner occupied
+Added: Sales comparison
Discount to appraised value
36 unchanged sentences
(In Thousands)
−Removed: June 30, 2025
+Added: September 30, 2025
December 31, 2024
22 unchanged sentences
Three Months Ended
−Removed: Six Months Ended
+Added: Nine Months Ended
(In Thousands)
−Removed: June 30, 2025
−Removed: June 30, 2024
−Removed: June 30, 2025
−Removed: June 30, 2024
+Added: September 30, 2025
+Added: September 30, 2024
+Added: September 30, 2025
+Added: September 30, 2024
Interest income
8 unchanged sentences
Salaries and employee benefits
+Added: Merger-related expenses
Other segment expenses (1)
3 unchanged sentences
CITIZENS & NORTHERN CORPORATION – FORM 10-Q
−Removed: (1 ) Other segment expenses included expenses for professional fees, data processing and telecommunications, net occupancy and equipment, merger related expenses, automated teller machine and interchange, Pennsylvania shares tax and other noninterest expenses.
−Removed: The Corporation’s segment assets represent the total assets as presented in the consolidated balance sheets at June 30, 2025 and December 31, 2024.
−Removed: PENDING MERGER
−Removed: On April 23, 2025, the Corporation announced that it had entered into an Agreement and Plan of Merger with Susquehanna Community Financial, Inc.
−Removed: (“SQCF”) pursuant to which agreed to acquire SQCF.
−Removed: SQCF is the financial holding company for Susquehanna Community Bank (“Susquehanna”), which operates 7 banking offices in Central Pennsylvania.
−Removed: SQCF had assets of $ 593 million as of June 30, 2025.
−Removed: Under the terms of the definitive agreement, each share of SQCF’s common stock issued and outstanding immediately prior to the effective time of the merger will be converted into the right to receive 0.80 shares of the Corporation’s common stock.
−Removed: Holders of SQCF common stock prior to the consummation of the merger will own approximately 13 % of the Corporation’s common stock outstanding immediately following the consummation of the merger.
−Removed: The merger, which is expected to close in the fourth quarter of 2025, is subject to the satisfaction of customary closing conditions, including receipt of customary regulatory approvals and approval by SQCF’s shareholders.
−Removed: In the second quarter 2025, the Corporation incurred merger-related expenses of $ 167,000 which primarily consisted of professional and legal fees.
+Added: (1 ) Other segment expenses included expenses for professional fees, data processing and telecommunications, net occupancy and equipment, automated teller machine and interchange, Pennsylvania shares tax and other noninterest expenses.
+Added: The Corporation’s segment assets represent the total assets as presented in the consolidated balance sheets at September 30, 2025 and December 31, 2024.
+Added: SUBSEQUENT EVENT- COMPLETED MERGER
+Added: On October 1, 2025, the Corporation completed its previously announced merger with Susquehanna Community Financial, Inc.
+Added: (“Susquehanna”).
+Added: Susquehanna was the parent company of Susquehanna Community Bank, with seven banking offices located in Lycoming, Northumberland, Synder and Union counties in Pennsylvania.
+Added: Pursuant to the Agreement and Plan of Merger dated April 23, 2025 between the Corporation and Susquehanna, Susquehanna merged with and into the Corporation, with the Corporation as the surviving corporation in the Merger.
+Added: Immediately following the completion of the Merger, Susquehanna Community Bank, the wholly owned subsidiary of Susquehanna, merged with and into the C&N Bank, with C&N Bank surviving.
+Added: Upon completion of the merger, shareholders of Susquehanna became entitled to exchange each share of Susquehanna common stock owned for 0.80 shares of the Corporation’s common stock.
+Added: Based on the average of the high and low trading price of the Corporation’s common stock of $ 19.64 per share on October 1, 2025, the total purchase consideration is valued at approximately $ 44.6 million.
+Added: As of September 30, 2025, Susquehanna reported total assets of $ 587 million, including gross loans of $ 400 million, total deposits of $ 501 million and total stockholders’ equity of $ 36 million.
+Added: As of the date the Corporation’s September 30, 2025 financial statements are issued, some of the information required to be disclosed under U.S.
+Added: GAAP was not available since, given the short period between the October 1, 2025 merger date and the financial statement issuance, the calculation of the fair value of all material Susquehanna assets acquired and liabilities assumed had not yet been completed.
+Added: In the first nine months of 2025, the Corporation incurred pre-tax merger-related expenses related to the Susquehanna transaction of $ 1,049,000 , including expenses totaling $ 882,000 in the third quarter of 2025.
+Added: Merger-related expenses recorded through September 30, 2025 included initial expenses related to conversion of Susquehanna’s core customer system data into the Corporation’s core system and legal and other professional expenses.
CITIZENS & NORTHERN CORPORATION – FORM 10-Q
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.