What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2026-08-07 compared with 2026-05-08 · 276 added, 201 removed, 804 unchanged (37% of the section changed)

2 unchanged sentences

(In Thousands, Except Share and Per Share Data) (Unaudited)

(In Thousands, Except Share and Per Share Data)

Cash and due from banks:

29 unchanged sentences

authorized 30,000,000 shares;

issued 18,303,120 and outstanding 17,909,958 at March 31, 2026;

issued 18,303,120 and outstanding 17,942,105 at June 30, 2026;

issued 18,303,120 and outstanding 17,823,444 at December 31, 2025

2 unchanged sentences

Treasury stock, at cost;

393,162 shares at March 31, 2026 and 479,676

361,015 shares at June 30, 2026 and 479,676

shares at December 31, 2025

7 unchanged sentences

Three Months Ended

(In Thousands, Except Per Share Data)

Six Months Ended

INTEREST INCOME

11 unchanged sentences

Net interest income

Provision for credit losses

Net interest income after provision for credit losses

(Credit) provision for credit losses

Net interest income after (credit) provision for credit losses

NONINTEREST INCOME

16 unchanged sentences

Professional fees

Merger-related expenses

Other noninterest expense

5 unchanged sentences

CITIZENS & NORTHERN CORPORATION – FORM 10-Q

Consolidated Statements of Comprehensive (Loss) Income

Consolidated Statements of Comprehensive Income

(In Thousands) (Unaudited)

Three Months Ended

(In Thousands)

Six Months Ended

Available-for-sale debt securities:

Unrealized holding (losses) gains on available-for-sale debt securities

Unrealized holding gains (losses) on available-for-sale debt securities

Reclassification adjustment for gains realized in income

Other comprehensive (loss) income on available-for-sale debt securities

Other comprehensive income (loss) on available-for-sale debt securities

Unfunded pension and postretirement obligations:

2 unchanged sentences

Other comprehensive (loss) income on pension and postretirement obligations

Other comprehensive (loss) income before income tax

Income tax related to other comprehensive loss (income)

Other comprehensive (loss) income, net

Comprehensive (loss) income

Other comprehensive income (loss) before income tax

Income tax related to other comprehensive (income) loss

Other comprehensive income (loss), net

Comprehensive income

The accompanying notes are an integral part of these unaudited consolidated financial statements.

2 unchanged sentences

(In Thousands) (Unaudited)

Three Months Ended

(In Thousands)

Six Months Ended

CASH FLOWS FROM OPERATING ACTIVITIES:

2 unchanged sentences

Realized gains on available-for-sale debt securities, net

Net amortization of securities

Net amortization of available-for-sale debt securities

Increase in cash surrender value of life insurance

7 unchanged sentences

Proceeds from sales of loans held for sale

Increase in accrued interest receivable and other assets

Decrease (increase) in accrued interest receivable and other assets

Decrease in accrued interest payable and other liabilities

1 unchanged sentence

CASH FLOWS FROM INVESTING ACTIVITIES:

Proceeds from maturities of certificates of deposit

Proceeds from calls and maturities of available-for-sale debt securities

5 unchanged sentences

Purchase of premises and equipment

Net Cash Used in Investing Activities

Net Cash Provided by (Used in) Investing Activities

CASH FLOWS FROM FINANCING ACTIVITIES:

3 unchanged sentences

Repayments of long-term borrowings - FHLB advances

Redemption of senior notes

Purchases of treasury stock

5 unchanged sentences

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

Increase in accrued purchase of available-for-sale debt securities

Assets acquired through foreclosure of real estate loans

7 unchanged sentences

Comprehensive

Three Months Ended March 31, 2026

Three Months Ended June 30, 2026

Balance, March 31, 2026

Other comprehensive income, net

Cash dividends declared on common stock, $ .28 per share

Shares issued for dividend reinvestment plan

Restricted stock granted

Forfeiture of restricted stock

Stock-based compensation expense

Purchase of restricted stock for tax withholding

Balance, June 30, 2026

Three Months Ended June 30, 2025

Balance, March 31, 2025

Other comprehensive income, net

Cash dividends declared on common stock, $ .28 per share

Shares issued for dividend reinvestment plan

Restricted stock granted

Forfeiture of restricted stock

Stock-based compensation expense

Balance, June 30, 2025

Comprehensive

Six Months Ended June 30, 2026

Balance, December 31, 2025

6 unchanged sentences

Purchase of restricted stock for tax withholding

Balance, March 31, 2026

Three Months Ended March 31, 2025

Balance, June 30, 2026

Six Months Ended June 30, 2025

Balance, December 31, 2024

6 unchanged sentences

Purchase of restricted stock for tax withholding

Balance, March 31, 2025

Balance, June 30, 2025

The accompanying notes are an integral part of these unaudited consolidated financial statements.

10 unchanged sentences

GAAP”) for a complete set of financial statements.

Operating results reported for the three-month period ended March 31, 2026 might not be indicative of the results for the year ending December 31, 2026.

Operating results reported for the six-month period ended June 30, 2026 might not be indicative of the results for the year ending December 31, 2026.

The Corporation evaluates subsequent events through the date of filing with the Securities and Exchange Commission.

17 unchanged sentences

The assets purchased and liabilities assumed were recorded at their preliminary estimated fair values at the time of closing and may be adjusted for up to one year subsequent to the acquisition.

There were no adjustments to the fair value measurements of assets acquired or liabilities assumed in the first quarter of 2026.

There were no adjustments to the fair value measurements of assets acquired or liabilities assumed in the six months ended June 30, 2026.

CITIZENS & NORTHERN CORPORATION – FORM 10-Q

Merger-related expenses related to the acquisition of Susquehanna totaled $ 167,000 in the second quarter and six months ended June 30, 2025.

There were no merger-related expenses in the six months ended June 30, 2026.

PER SHARE DATA

6 unchanged sentences

Three Months Ended

Six Months Ended

Dividends and undistributed earnings allocated to participating securities

3 unchanged sentences

Weighted-average nonvested restricted shares outstanding

COMPREHENSIVE (LOSS) INCOME

COMPREHENSIVE INCOME

Comprehensive income is the total of (1) net income, and (2) all other changes in equity from non-stockholder sources, which are referred to as other comprehensive income (loss).

The components of other comprehensive income (loss), and the related tax effects, are as follows:

The components of other comprehensive income (loss), and the related tax effects, were as follows:

(In Thousands)

Three Months Ended March 31, 2026

Three Months Ended June 30, 2026

Available-for-sale debt securities:

Unrealized holding gain on available-for-sale debt securities

Reclassification adjustment for (gains) realized in income

Other comprehensive income from available-for-sale debt securities

Unfunded pension and postretirement obligations:

Amortization of prior service cost and net actuarial gains included in net periodic benefit cost

Other comprehensive loss on unfunded retirement obligations

Total other comprehensive income

(In Thousands)

Three Months Ended June 30, 2025

Available-for-sale debt securities:

Unrealized holding gains on available-for-sale debt securities

Reclassification adjustment for (gains) realized in income

Other comprehensive income from available-for-sale debt securities

Unfunded pension and postretirement obligations:

Amortization of prior service cost and net actuarial loss included in net periodic benefit cost

Other comprehensive loss on unfunded retirement obligations

Total other comprehensive income

CITIZENS & NORTHERN CORPORATION – FORM 10-Q

(In Thousands)

Six Months Ended June 30, 2026

Available-for-sale debt securities:

Unrealized holding loss on available-for-sale debt securities

3 unchanged sentences

Changes from plan amendments and actuarial gains and losses

Amortization of prior service cost and net actuarial gains included in net periodic benefit cost

Amortization of prior service cost and net actuarial loss included in net periodic benefit cost

Other comprehensive loss on unfunded retirement obligations

Total other comprehensive income

Total other comprehensive loss

(In Thousands)

Three Months Ended March 31, 2025

Six Months Ended June 30, 2025

Available-for-sale debt securities:

7 unchanged sentences

Total other comprehensive income

CITIZENS & NORTHERN CORPORATION – FORM 10-Q

The amounts shown in the table immediately above are included in the following line items in the consolidated statements of income:

7 unchanged sentences

Income tax provision

Changes in the components of accumulated other comprehensive (loss) income are as follows and are presented net of tax:

Changes in the components of accumulated other comprehensive (loss) income are as follows and were presented net of tax:

(In Thousands)

2 unchanged sentences

(Loss) Income

Three Months Ended March 31, 2026

Three Months Ended June 30, 2026

Balance, beginning of period

Other comprehensive loss during three months ended March 31, 2026

Other comprehensive income during three months ended June 30, 2026

Balance, end of period

Three Months Ended March 31, 2025

Three Months Ended June 30, 2025

Balance, beginning of period

Other comprehensive income during three months ended March 31, 2025

Other comprehensive income during three months ended June 30, 2025

Balance, end of period

CITIZENS & NORTHERN CORPORATION – FORM 10-Q

(In Thousands)

Comprehensive

on Securities

(Loss) Income

Six Months Ended June 30, 2026

Balance, beginning of period

Other comprehensive loss during six months ended June 30, 2026

Balance, end of period

Six Months Ended June 30, 2025

Balance, beginning of period

Other comprehensive income during six months ended June 30, 2025

Balance, end of period

CASH AND DUE FROM BANKS

Cash and due from banks at March 31, 2026 and December 31, 2025 include the following:

Cash and due from banks at June 30, 2026 and December 31, 2025 include the following:

(In Thousands)

6 unchanged sentences

The Corporation maintains cash and cash equivalents with certain financial institutions in excess of the FDIC insurance limit.

CITIZENS & NORTHERN CORPORATION – FORM 10-Q

Amortized cost and fair value of available-for-sale debt securities at March 31, 2026 and December 31, 2025 are summarized as follows.

Amortized cost and fair value of available-for-sale debt securities at June 30, 2026 and December 31, 2025 are summarized as follows.

(In Thousands)

March 31, 2026

June 30, 2026

Obligations of the U.S.

11 unchanged sentences

Total available-for-sale debt securities

CITIZENS & NORTHERN CORPORATION – FORM 10-Q

(In Thousands)

14 unchanged sentences

Total available-for-sale debt securities

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 March 31, 2026 and December 31, 2025 for which an allowance for credit losses has not been recorded:

CITIZENS & NORTHERN CORPORATION – FORM 10-Q

March 31, 2026

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, 2026 and December 31, 2025 for which an allowance for credit losses has not been recorded:

June 30, 2026

Less Than 12 Months

11 unchanged sentences

Commercial mortgage-backed securities

Asset-backed securities,

Collateralized loan obligations

CITIZENS & NORTHERN CORPORATION – FORM 10-Q

December 31, 2025

13 unchanged sentences

Private label commercial mortgage-backed securities

Asset-backed securities,

Collateralized loan obligations

As reflected in the table above, gross unrealized holding losses on available-for-sale debt securities totaled $ 32,873,000 at March 31, 2026 and $ 30,835,000 at December 31, 2025.

At March 31, 2026, 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.

As reflected in the table above, gross unrealized holding losses on available-for-sale debt securities totaled $ 31,757,000 at June 30, 2026 and $ 30,835,000 at December 31, 2025.

At June 30, 2026, 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.

At March 31, 2026 and December 31, 2025, 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.

At March 31, 2026 and December 31, 2025, 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.

Based on the results of the assessment, there was no ACL required on available-for-sale debt securities in an unrealized loss position at March 31, 2026 and December 31, 2025.

CITIZENS & NORTHERN CORPORATION – FORM 10-Q

Gross realized gains and losses from the sale of available-for-sale debt securities for the three months ended March 31, 2026 and 2025 were as follows:

At June 30, 2026 and December 31, 2025, 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.

At June 30, 2026 and December 31, 2025, 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.

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, 2026 and December 31, 2025.

Gross realized gains and losses from the sale of available-for-sale debt securities for the three and six months ended June 30, 2026 and 2025 were as follows:

(In Thousands)

Three Months Ended

Six Months Ended

Gross realized gains from sales

2 unchanged sentences

Income tax provision related to net realized gains (losses)

The amortized cost and fair value of available-for-sale debt securities by contractual maturity are shown in the following table as of March 31, 2026.

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, 2026.

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.

CITIZENS & NORTHERN CORPORATION – FORM 10-Q

(In Thousands)

March 31, 2026

June 30, 2026

Due in one year or less

12 unchanged sentences

In the table above, mortgage-backed securities, collateralized mortgage obligations and asset-backed securities are shown in one period.

Investment securities carried at $ 203,602,000 at March 31, 2026 and $ 215,252,000 at December 31, 2025 were pledged as collateral for public deposits, trusts and certain other deposits as provided by law.

Investment securities carried at $ 218,205,000 at June 30, 2026 and $ 215,252,000 at December 31, 2025 were pledged as collateral for public deposits, trusts and certain other deposits as provided by law.

See Note 9 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.

C&N Bank’s investment in FHLB-Pittsburgh stock, included in other assets in the consolidated balance sheets, was $ 20,057,000 at March 31, 2026 and $ 18,724,000 at December 31, 2025.

The Corporation evaluated its holding of FHLB-Pittsburgh stock for impairment and deemed the stock to not be impaired at March 31, 2026 and December 31, 2025.

C&N Bank’s investment in FHLB-Pittsburgh stock, included in other assets in the consolidated balance sheets, was $ 20,111,000 at June 30, 2026 and $ 18,724,000 at December 31, 2025.

The Corporation evaluated its holding of FHLB-Pittsburgh stock for impairment and deemed the stock to not be impaired at June 30, 2026 and December 31, 2025.

In making this determination, management concluded that recovery of total outstanding par value, which equals the carrying value, is expected.

The decision was based on review of financial information that FHLB-Pittsburgh has made publicly available.

CITIZENS & NORTHERN CORPORATION – FORM 10-Q

C&N Bank is a member of the Federal Reserve System.

1 unchanged sentence

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.

C&N Bank’s investment in Federal Reserve Bank stock, included in other assets in the consolidated balance sheets, was $ 7,685,000 at March 31, 2026 and $ 7,637,000 at December 31, 2025.

The Corporation has a marketable equity security included in other assets in the consolidated balance sheets with a carrying value of $ 885,000 at March 31, 2026 and $ 890,000 at December 31, 2025, consisting exclusively of one mutual fund.

There was an unrealized loss on the mutual fund of $ 115,000 at March 31, 2026 and $ 110,000 at December 31, 2025.

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 loss of $ 5,000 in the first quarter of 2026 and a gain of $ 13,000 in the first quarter of 2025.

C&N Bank’s investment in Federal Reserve Bank stock, included in other assets in the consolidated balance sheets, was $ 7,695,000 at June 30, 2026 and $ 7,637,000 at December 31, 2025.

The Corporation has a marketable equity security included in other assets in the consolidated balance sheets with a carrying value of $ 881,000 at June 30, 2026 and $ 890,000 at December 31, 2025, consisting exclusively of one mutual fund.

There was an unrealized loss on the mutual fund of $ 119,000 at June 30, 2026 and $ 110,000 at December 31, 2025.

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 loss of $ 4,000 in the second quarter of 2026 and a gain of $ 2,000 in the second quarter of 2025, a loss of $ 9,000 in the six-month period ended June 30, 2026 and a gain of $ 15,000 in the six-month period ended June 30, 2025.

CITIZENS & NORTHERN CORPORATION – FORM 10-Q

LOANS AND ALLOWANCE FOR CREDIT LOSSES

Loans receivable at March 31, 2026 and December 31, 2025 are summarized as follows:

Loans receivable at June 30, 2026 and December 31, 2025 are summarized as follows:

Summary of Loans by Type

6 unchanged sentences

allowance for credit losses on loans

In the table above, outstanding loan balances are presented net of deferred loan origination fees of $ 4,021,000 at March 31, 2026 and $ 4,074,000 at December 31, 2025.

In the table above, outstanding loan balances are presented net of deferred loan origination fees of $ 4,166,000 at June 30, 2026 and $ 4,074,000 at December 31, 2025.

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.

The following tables present an analysis of past due loans as of March 31, 2026 and December 31, 2025:

The following tables present an analysis of past due loans as of June 30, 2026 and December 31, 2025:

(In Thousands)

As of March 31, 2026

As of June 30, 2026

Still Accruing

4 unchanged sentences

Consumer loans

CITIZENS & NORTHERN CORPORATION – FORM 10-Q

(In Thousands)

11 unchanged sentences

Loans classified as Doubtful have all the weaknesses inherent in those classified as Substandard with the added characteristic that the weaknesses present make collection or liquidation in full, on the basis of currently existing facts, conditions and values, highly questionable and improbable.

Risk ratings are updated any time that conditions or the situation warrants.

Loans not classified are included in the “Pass” rows in the table that follows.

CITIZENS & NORTHERN CORPORATION – FORM 10-Q

The following table presents the amortized cost of loans by credit quality indicators by year of origination as of March 31, 2026:

The following table presents the amortized cost of loans by credit quality indicators by year of origination as of June 30, 2026 and gross charge-offs for the six months ended June 30, 2026:

(In Thousands)

23 unchanged sentences

CITIZENS & NORTHERN CORPORATION – FORM 10-Q

The following table presents the amortized cost of loans by credit quality indicators by year of origination as of December 31, 2025:

The following table presents the amortized cost of loans by credit quality indicators by year of origination as of December 31, 2025 and gross charge-offs for the year ended December 31, 2025:

Term Loans by Year of Origination

24 unchanged sentences

The following tables are a summary of the Corporation’s nonaccrual loans by major categories for the periods indicated.

March 31, 2026

June 30, 2026

Nonaccrual Loans with

19 unchanged sentences

Consumer loans

The Corporation recognized interest income on nonaccrual loans of $ 299,000 and $ 230,000 in the three-month periods ended March 31, 2026 and 2025, respectively.

The following table represents the accrued interest receivable written off by reversing interest income during the three-month periods ended March 31, 2026 and 2025:

The Corporation recognized interest income on nonaccrual loans of $ 258,000 and $ 557,000 in the three and six-month periods ended June 30, 2026, respectively and $ 227,000 and $ 457,000 in the three and six-month periods ended June 30, 2025, respectively.

The following table represents the accrued interest receivable written off by reversing interest income during the three-and six month periods ended June 30, 2026 and 2025:

Three Months Ended

Six Months Ended

(In Thousands)

March 31, 2026

March 31, 2025

June 30, 2026

June 30, 2025

June 30, 2026

June 30, 2025

Commercial real estate - non-owner occupied

16 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:

March 31, 2026

June 30, 2026

December 31, 2025

12 unchanged sentences

(b) subjective adjustments are made, generally increasing the ACL, for qualitative risk factors that are deemed likely to cause estimated credit losses to differ from historical experience;

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.

The following table summarizes the activity related to the allowance for credit losses for the three months ended March 31, 2026 and 2025.

and (c) an additional adjustment to expected credit losses is made, based on an economic forecast, and applied for the first two years of the weighted-average remaining life of the portfolio.

The allowance for credit losses is adjusted by qualitative factors to capture current economic conditions and risk characteristics not fully reflected in historical data.

At June 30, 2026, the Corporation refined its estimation methodology for calculating some of the qualitative factors, including changes in the application of external data used to assess trends in regional economic conditions, commercial real estate values and residential real estate values.

Management believes these refinements in methodology result in an improved estimate of the impact on the ACL of recent trends in the external data.

The following table summarizes the activity related to the allowance for credit losses for the three-month and six-month periods ended June 30, 2026 and 2025.

real estate -

1 unchanged sentence

(In Thousands)

Balance, March 31, 2026

(Credit) provision for credit losses on loans

Balance, June 30, 2026

real estate -

(In Thousands)

Balance, December 31, 2025

Provision (credit) for credit losses on loans

Balance, June 30, 2026

CITIZENS & NORTHERN CORPORATION – FORM 10-Q

real estate -

(In Thousands)

Balance, March 31, 2025

Provision (credit) for credit losses on loans

Balance, June 30, 2025

real estate -

3 unchanged sentences

Provision (credit) for credit losses on loans

Balance, March 31, 2025

The provision for credit losses on loans was $ 13,592,000 in the first quarter 2026 as compared to $ 228,000 in the first quarter 2025.

The increase in the first quarter 2026 provision was primarily driven by the impact on the ACL of an increase in net charge-offs to $ 10,808,000 as compared to $ 91,000 in the first quarter 2025.

CITIZENS & NORTHERN CORPORATION – FORM 10-Q

The significant increase in charge-offs in the first quarter of 2026 is due to a non-owner occupied, commercial real estate loan originated in 2022 in the amount of $ 24 million of which $ 7,200,000 was participated with another financial institution.

Balance, June 30, 2025

In the three-month period ended June 30, 2026, the credit for credit losses on loans was $ 1,652,000 .

The credit for credit losses included the impact on the ACL of changes in qualitative factors, net recoveries of $ 403,000 and a reduction in loans receivable.

The reduction in the ACL related to qualitative factors included the net impact of changes in external data referred to above, as well as changes in other factors included in management’s estimate at June 30, 2026 as compared to March 31, 2026.

The provision for credit losses on loans was $ 11,940,000 for the six months ended June 30, 2026 as compared to $ 2,303,000 for the six months ended June 30, 2025.

The increase in provision in the six months ended June 30, 2026 was driven by the impact on the ACL of an elevated level of net charge-offs and was partially offset by net decreases in the ACL related to changes in qualitative factors.

The significant increase in charge-offs for the six months ended June 30, 2026 was due to a non-owner occupied, commercial real estate loan originated in 2022 in the amount of $ 24 million of which $ 7,200,000 was participated with another financial institution.

The loan is secured by a first lien on the leasehold interests of an approximately 190,000 square foot Class A office property with multiple buildings and tenants, located in Bucks County, PA.

The loss of a large tenant as well as cash flow requirements of the borrower’s other properties (which the Corporation has not financed) caused the loan to be downgraded to substandard and placed in nonaccrual status as of March 31, 2026.

The Corporation obtained an updated appraisal in April 2026 which was significantly lower than the original appraisal when the loan was originated, resulting in a charge-off of $ 10,056,000 .

At March 31, 2026, the amortized cost basis of the loan, net of the partial charge-off, is $ 5,836,000 .

The Corporation obtained an updated appraisal in April 2026 which was significantly lower than the original appraisal when the loan was originated, resulting in the recording of a charge-off of $ 10,056,000 in the first quarter 2026.

At June 30, 2026, the amortized cost basis of the loan, net of the partial charge-off, was $ 5,665,000 .

On April 30, 2026, the Corporation entered into a forbearance agreement related to the Class A office property loan referred to in the preceding paragraph with the borrower and the surety (collectively, the “Obligors”).

Unless extended, the forbearance period will end no later than July 10, 2026.

The forbearance agreement provides that during the forbearance period, the Corporation will forego receipt of principal payments and will advance up to $ 750,000 to fund tenant improvements on the property and leasing commissions on new tenants, subject to the Corporation’s approval.

The forbearance agreement also provides, in addition to other terms and conditions, that the Obligors will make all past due and current interest payments and will deliver $ 3 million to the Corporation which the Corporation will hold in escrow and apply as reimbursements for any tenant improvements funded by the Corporation with any remaining funds to be used for further improvements to the property or for loan payments should the borrower default.

The ACL on loans individually evaluated decreased to $ 2,655,000 at March 31, 2026 from $ 2,772,000 at December 31, 2025, including an ACL of $ 2,433,000 at March 31, 2026 on acquired PCD loans as part of the Susquehanna acquisition.

The ACL on loans collectively evaluated was $ 31,177,000 at March 31, 2026, up from $ 28,276,000 at December 31, 2025.

The increase in the collectively evaluated portion of the ACL at March 31, 2026 as compared to December 31, 2025, included an increase in the WARM method estimate based on the Corporation’s net charge-off experience , partially offset by a net decrease related to changes in qualitative adjustments and a decrease related to the economic forecast.

During the second quarter 2026, the borrower made payments consistent with the terms of this forbearance agreement, including payments that were recorded as reductions in the amortized cost basis of the loan totaling $ 171,000 .

The forbearance period expired on July 10, 2026.

While many requirements of the forbearance agreement were met, the Obligors did not satisfy all the terms of the forbearance agreement, including, among other things, the requirement for the establishment of a $ 3,000,000 escrow account to fund tenant improvements and pay leasing commissions on new tenants.

There was no adjustment to the ACL at June 30, 2026 resulting from the Obligors’ defaults and the Corporation’s subsequent actions.

The ACL on loans individually evaluated decreased to $ 2,636,000 at June 30, 2026 from $ 2,772,000 at December 31, 2025, including an ACL of $ 2,414,000 at June 30, 2026 on acquired PCD loans as part of the Susquehanna acquisition.

The ACL on loans collectively evaluated was $ 29,947,000 at June 30, 2026, down from $ 31,177,000 at March 31, 2026 but up from $ 28,276,000 at December 31, 2025.

Changes in the collectively evaluated portion of the ACL at June 30, 2026 as compared to March

CITIZENS & NORTHERN CORPORATION – FORM 10-Q

31, 2026 and December 31, 2025, included the impact of changes in the WARM method estimate based on the Corporation’s net charge-off experience and net decreases related to changes in qualitative adjustments and the economic forecast.

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.

During the three months ended March 31, 2026 and March 31, 2025, the Corporation made no modifications of loans to borrowers experiencing financial difficulty.

The following table presents the performance of such loans that have been modified in the twelve-month period preceding March 31, 2026 and the twelve-month period preceding March 31, 2025:

(In Thousands)

Payment Status (Amortized Cost Basis)

March 31, 2026

Current or Past Due Less than 30 Days

30-89 Days Past Due

90+ Days Past Due

Commercial real estate - non-owner occupied

During the three and six months ended June 30, 2026 and 2025, the Corporation made no modifications of loans to borrowers experiencing financial difficulty.

The following table presents the performance of such loans that were modified in the twelve-month period preceding June 30, 2025:

(In Thousands)

Payment Status (Amortized Cost Basis)

March 31, 2025

June 30, 2025

Current or Past Due Less than 30 Days

3 unchanged sentences

Commercial real estate - owner occupied

The loan secured by non-owner occupied real estate with an amortized cost basis of $ 1,717,000 at March 31, 2026 was past its contractual maturity date, The Corporation had provided several maturity extensions of this loan, and had recorded partial charge-offs of $ 640,000 in 2024 and $ 35,000 in the fourth quarter 2025.

At March 31, 2026, the borrower reported they are in process of refinancing the loan

CITIZENS & NORTHERN CORPORATION – FORM 10-Q

with a third-party lender.

Based on the most recent appraised value of the property collateralizing the loan, there was no specific allowance on this loan at March 31, 2026.

At March 31, 2025, this non-owner occupied real estate loan was included in the table above with an amortized cost basis of $ 1,801,000 .

The loan was in nonaccrual status at March 31, 2026 and 2025.

The Corporation had no commitments to lend any additional funds on modified loans at March 31, 2026 and 2025.

Except for the non-owner occupied real estate loan described above, the Corporation had no loans that defaulted during the three months ended March 31, 2026 and 2025 that had been modified preceding the payment default when the borrower was experiencing financial difficulty at the time of modification.

During the second quarter 2026, a loan secured by non-owner occupied real estate with an amortized cost basis of $ 1,717,000 included in the table above was paid off by the borrower through third-party financing.

The Corporation recorded a $ 675,000 recovery upon repayment of this loan.

The Corporation had no commitments to lend any additional funds on modified loans at June 30, 2026 and 2025.

The Corporation had no loans that defaulted during the three and six months ended June 30, 2026 and 2025 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:

6 unchanged sentences

These financial instruments include commitments to extend credit and standby letters of credit.

The contract amounts of these financial instruments at March 31, 2026 and December 31, 2025 are as follows:

The contract amounts of these financial instruments at June 30, 2026 and December 31, 2025 were as follows:

(In Thousands)

1 unchanged sentence

Standby letters of credit

The Corporation maintains an allowance for off-balance sheet credit exposures such as unfunded balances for existing lines of credit, commitments to extend future credit, commercial letters of credit and credit enhancement obligations related to residential mortgage loans sold with recourse, when there is a contractual obligation to extend credit and when this extension of credit is not unconditionally cancellable (i.e.

CITIZENS & NORTHERN CORPORATION – FORM 10-Q

loans sold with recourse, when there is a contractual obligation to extend credit and when this extension of credit is not unconditionally cancellable (i.e.

commitment cannot be canceled at any time).

The allowance for off-balance sheet credit exposures is adjusted through the provision for credit losses.

The allowance for off-balance sheet credit exposures is adjusted through the (credit) provision for credit losses.

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.

The allowance for credit losses for off-balance sheet exposures of $ 1,039,000 at March 31, 2026 and $ 1,029,000 at December 31, 2025, is included in accrued interest and other liabilities in the unaudited consolidated balance sheets.

The following table presents the balance and activity in the allowance for credit losses for off-balance sheet exposures for the three months ended March 31, 2026 and 2025:

The allowance for credit losses for off-balance sheet exposures of $ 845,000 at June 30, 2026 and $ 1,029,000 at December 31, 2025, is included in accrued interest and other liabilities in the unaudited consolidated balance sheets.

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, 2026 and 2025:

Three Months Ended

Six Months Ended

(In Thousands)

March 31, 2026

March 31, 2025

June 30, 2026

June 30, 2025

June 30, 2026

June 30, 2025

Beginning Balance

Provision for unfunded commitments

Ending Balance, March 31

CITIZENS & NORTHERN CORPORATION – FORM 10-Q

(Credit) provision for unfunded commitments

Ending Balance, June 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.

At March 31, 2026 and December 31, 2025, the net carrying value of goodwill was $ 63,311,000 .

There were no changes in the carrying value of goodwill in the three-month periods ended March 31, 2026 and 2025.

At June 30, 2026 and December 31, 2025, the net carrying value of goodwill was $ 63,311,000 .

There were no changes in the carrying value of goodwill in the six-month periods ended June 30, 2026 and 2025.

During the fourth quarter of 2025, $ 10.8 million of goodwill was added through the merger with Susquehanna.

5 unchanged sentences

Three Months Ended

Six Months Ended

Amortization expense

In the three months ended March 31, 2026, amortization expense included $ 716,000 related to the Susquehanna acquisition as described in Note 2 and $ 99,000 related to previous acquisitions.

In the three months ended March 31, 2025, amortization expense was related to previous acquisitions.

In the three and six months ended June 30, 2026, amortization expense included $ 715,000 and $ 1,431,000 related to the Susquehanna acquisition as described in Note 2 and $ 99,000 and $ 198,000 related to previous acquisitions.

In the three and six months ended June 30, 2025, amortization expense was related to previous acquisitions.

CITIZENS & NORTHERN CORPORATION – FORM 10-Q

BORROWED FUNDS

5 unchanged sentences

Total short-term borrowings

At March 31, 2026, the short-term borrowing from FHLB-Pittsburgh was an overnight borrowing of $ 13,113,000 , at an interest rate of 3.97 %.

At June 30, 2026, short-term borrowings from FHLB-Pittsburgh included advances maturing in the third quarter 2026 with a weighted average interest rate of 3.76 %.

At December 31, 2025, the short-term borrowing from FHLB-Pittsburgh was an overnight borrowing of $ 27,000,000 , at an interest rate of 3.93 %.

1 unchanged sentence

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.

The weighted average rate paid by the Corporation on customer repurchase agreements was 0.10 % at both March 31, 2026 and December 31, 2025.

The carrying value of the underlying securities was $ 490,000 at March 31, 2026 and $ 1,630,000 at December 31, 2025.

The FHLB-Pittsburgh loan facility is collateralized by qualifying loans secured by real estate with a book value totaling $ 1,646,418,000 at March 31, 2026 and $ 1,624,412,000 at December 31, 2025.

The weighted average rate paid by the Corporation on customer repurchase agreements was 0.10 % at both June 30, 2026 and December 31, 2025.

The carrying value of the underlying securities was $ 390,000 at June 30, 2026 and $ 1,630,000 at December 31, 2025.

The FHLB-Pittsburgh loan facility is collateralized by qualifying loans secured by real estate with a book value totaling $ 1,653,918,000 at June 30, 2026 and $ 1,624,412,000 at December 31, 2025.

Also, the FHLB-Pittsburgh loan facility requires the Corporation to invest in established amounts of FHLB-Pittsburgh stock.

The carrying values of the Corporation’s holdings of FHLB-Pittsburgh stock (included in other assets in the consolidated balance sheets) were $ 20,057,000 at March 31, 2026 and $ 18,724,000 at December 31, 2025.

The Corporation’s total credit facility with FHLB-Pittsburgh was $ 1,137,639,000 at March 31, 2026, including an unused

CITIZENS & NORTHERN CORPORATION – FORM 10-Q

(available) amount of $ 948,272,000 .

The carrying values of the Corporation’s holdings of FHLB-Pittsburgh stock (included in other assets in the consolidated balance sheets) were $ 20,111,000 at June 30, 2026 and $ 18,724,000 at December 31, 2025.

The Corporation’s total credit facility with FHLB-Pittsburgh was $ 1,153,138,000 at June 30, 2026, including an unused (available) amount of $ 971,125,000 .

At December 31, 2025, the Corporation’s total credit facility with FHLB-Pittsburgh was $ 971,946,000 , including an unused (available) amount of $ 785,822,000 .

The Corporation had available credit with other correspondent banks totaling $ 75,000,000 at March 31, 2026 and December 31, 2025.

The Corporation had available credit with other correspondent banks totaling $ 75,000,000 at June 30, 2026 and December 31, 2025.

These lines of credit are primarily unsecured.

No amounts were outstanding at March 31, 2026 or December 31, 2025.

No amounts were outstanding at June 30, 2026 or December 31, 2025.

The Corporation has a line of credit with the Federal Reserve Bank of Philadelphia’s Discount Window.

At March 31, 2026, the Corporation had available credit in the amount of $ 24,632,000 on this line with no outstanding advances.

At June 30, 2026, the Corporation had available credit in the amount of $ 24,882,000 on this line with no outstanding advances.

At December 31, 2025, the Corporation had available credit in the amount of $ 25,484,000 on this line with no outstanding advances.

As collateral for this line, the Corporation has pledged available-for-sale securities with a carrying value of $ 26,151,000 at March 31, 2026 and $ 26,947,000 at December 31, 2025.

As collateral for this line, the Corporation has pledged available-for-sale securities with a carrying value of $ 26,330,000 at June 30, 2026 and $ 26,947,000 at December 31, 2025.

LONG-TERM BORROWINGS – FHLB ADVANCES

Long-term borrowings from FHLB-Pittsburgh are as follows:

Long-term borrowings from FHLB-Pittsburgh were as follows:

(In Thousands)

4 unchanged sentences

Total long-term FHLB-Pittsburgh borrowings

Weighted-average rates are presented as of March 31, 2026.

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").

The Senior Notes mature on June 1, 2026 and bear interest at a fixed annual rate of 2.75 %.

The Corporation is not entitled to redeem the Senior Notes, in whole or in part, at any time prior to maturity and the Senior Notes are not subject to redemption by the holders.

The Senior Notes are unsecured and unsubordinated obligations of the Corporation only and are not obligations of, and are not guaranteed by, any subsidiary of the Corporation.

Weighted-average rates are presented as of June 30, 2026.

CITIZENS & NORTHERN CORPORATION – FORM 10-Q

In 2021, the Corporation issued and sold $ 15,000,000 in aggregate principal amount of 2.75 % Fixed Rate Senior Unsecured Notes due June 1, 2026 (the "Senior Notes").

The Senior Notes were recorded, net of debt issuance costs of $ 337,000 , at an initial carrying amount of $ 14,663,000 .

Debt issuance costs are amortized over the term of the Senior Notes as an adjustment of the effective interest rate.

Amortization of debt issuance costs associated with the Senior Notes totaling $ 18,000 in the first quarter 2026 and $ 18,000 in the first quarter 2025 was included in interest expense on senior notes, net in the unaudited consolidated statements of income.

At March 31, 2026 and December 31, 2025, outstanding Senior Notes are as follows:

(In Thousands)

Senior Notes with an aggregate par value of $ 15,000,000 ;

bearing interest at 2.75 % with an effective interest rate of 3.23 %;

maturing in June 2026

Total carrying value

On June 1, 2026, the senior notes with an aggregate par value of $ 15,000,000 matured and were redeemed.

At December 31, 2025, the outstanding Senior Notes had a total carrying value of $ 14,970,000 , bearing interest at 2.75 % with an effective interest rate of 3.23 %.

Debt issuance costs were amortized over the term of the Senior Notes as an adjustment of the effective interest rate.

Amortization of debt issuance costs associated with the Senior Notes totaling $ 12,000 in the second quarter 2026 and $ 30,000 for the six-month period ended June 30, 2026 and $ 17,000 in the second quarter 2025 and $ 35,000 for the six-month period ended June 30, 2025 was included in interest expense on senior notes, net in the unaudited consolidated statements of income.

SUBORDINATED DEBT

In 2021, the Corporation issued and sold $ 25.0 million in aggregate principal amount of 3.25 % Fixed-to-Floating Rate Subordinated Notes due 2031 (the "Subordinated Notes").

The Subordinated Notes mature on June 1, 2031 and bear interest at a fixed annual rate of 3.25 %, to June 1, 2026 .

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

CITIZENS & NORTHERN CORPORATION – FORM 10-Q

redeem the Subordinated Notes at any time in whole upon certain other events.

The Subordinated Notes mature on June 1, 2031 and had a fixed annual interest rate of 3.25 %, to June 1, 2026 .

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 Term Secured Overnight Financing Rate plus 259 basis points.

At June 30, 2026, the interest rate on the outstanding subordinated notes was 6.25 %.

At December 31, 2025, the effective interest rate on the outstanding Subordinated Notes, including the impact of debt issuance costs amortization, was 3.74 %.

The Corporation is entitled to redeem the Subordinated Notes, in whole or in part, at any time on or after June 1, 2026.

Any redemption of the Subordinated Notes will be subject to prior regulatory approval to the extent required.

1 unchanged sentence

The Subordinated Notes are unsecured, subordinated obligations of the Corporation only and are not obligations of, and are not guaranteed by, any subsidiary of the Corporation.

The Subordinated Notes rank junior in right to payment to the Corporation's current and future senior indebtedness, including the Senior Notes (described above).

The Subordinated Notes are intended to qualify as Tier 2 capital for regulatory capital purposes.

The Subordinated Notes rank junior in right to payment to the Corporation's current and future senior indebtedness.

The Subordinated Notes are intended to qualify as Tier 2 capital for regulatory capital purposes, subject to a reduction of $ 5,000,000 per year in the amount qualifying as Tier 2 capital.

At June 30, 2026, the Corporation has included $ 20,000,000 of the Subordinated Notes in Tier 2 Capital.

The Subordinated Notes were recorded, net of debt issuance costs of $ 563,000 , at an initial carrying amount of $ 24,437,000 .

Debt issuance costs are amortized through June 1, 2026 as an adjustment of the effective interest rate.

Amortization of debt issuance costs associated with the Subordinated Notes totaling $ 30,000 in the first quarter 2026 and $ 29,000 in the first quarter 2025, was included in interest expense on subordinated debt, net in the unaudited consolidated statements of income.

At March 31, 2026 and December 31, 2025, the carrying amounts of subordinated debt agreements are as follows:

Debt issuance costs were amortized through June 1, 2026 as an adjustment of the effective interest rate.

Amortization of debt issuance costs associated with the Subordinated Notes totaling $ 21,000 in the second quarter 2026 and $ 51,000 for the six-month period ended June 30, 2026 and $ 29,000 in the second quarter 2025 and $ 58,000 for the six-month period ended June 30, 2025, was included in interest expense on subordinated debt, net in the unaudited consolidated statements of income.

At June 30, 2026 and December 31, 2025, the carrying amounts of subordinated debt agreements were as follows:

(In Thousands)

Agreements with a par value of $ 25,000,000 ;

bearing interest at 3.25 % with an effective interest rate of 3.74 % ;

maturing in June 2031 and redeemable at par in June 2026

maturing in June 2031 and redeemable at par on or after June 1, 2026

Total carrying value

1 unchanged sentence

The Corporation has a stock incentive plan for selected officers and the independent directors.

The first quarter 2026 restricted stock awards to employees vest ratably over three years .

Following is a summary of restricted stock awards granted in the quarter ended March 31, 2026:

Awards to employees vest ratably over three years except for a time-based award granted in June 2026 of 6,861 shares of restricted stock with 50 % vesting in May 2028 and 50 % vesting in May 2029.

Time-based awards to the independent directors vest ratably over one year .

Following is a summary of restricted stock awards granted in the six-month period ended June 30, 2026:

CITIZENS & NORTHERN CORPORATION – FORM 10-Q

(Dollars in Thousands)

Three Months Ended March 31, 2026 awards:

Six Months Ended June 30, 2026 awards:

Time-based awards to independent directors

Time-based awards to employees

1 unchanged sentence

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.

Total stock-based compensation expense attributable to restricted stock awards amounted to $ 313,000 in the first quarter 2026 and $ 325,000 in the first quarter 2025.

Total stock-based compensation expense attributable to restricted stock awards amounted to $ 337,000 in the second quarter 2026 and $ 331,000 in the second quarter 2025.

Total stock-based compensation expense attributable to restricted stock awards amounted to $ 650,000 in the six-month period ended June 30, 2026 and $ 656,000 in the six-month period ended June 30, 2025.

CONTINGENCIES

In the normal course of business, the Corporation is subject to pending and threatened litigation in which claims for monetary damages are asserted.

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.

In management’s opinion, the Corporation’s financial position and results of operations will not be materially affected by the outcome of these legal proceedings.

DERIVATIVE FINANCIAL INSTRUMENTS

1 unchanged sentence

These financial instruments consist of interest rate swap agreements and risk participation agreements (RPAs) which contain master netting and collateral provisions designed to protect the party at risk.

CITIZENS & NORTHERN CORPORATION – FORM 10-Q

Interest rate swaps with commercial loan banking customers were executed to facilitate their respective risk management strategies.

4 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.

The aggregate notional amount of interest rate swaps was $ 135,598,000 at March 31, 2026 and $ 136,776,000 at December 31, 2025.

There were no interest rate swaps originated in the three-month periods ended March 31, 2026, and 2025.

There were no gross amounts of interest rate swap-related assets and liabilities not offset in the consolidated balance sheets at March 31, 2026 and December 31, 2025.

The aggregate notional amount of interest rate swaps was $ 129,546,000 at June 30, 2026 and $ 136,776,000 at December 31, 2025.

There were no interest rate swaps originated in the six-month period ended June 30, 2026.

The Corporation originated one interest rate swap with a notional amount of $ 1,800,000 in the six-month period ended June 30, 2025.

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.

There were no gross amounts of interest rate swap-related assets and liabilities not offset in the consolidated balance sheets at June 30, 2026 and December 31, 2025.

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.

This type of derivative is referred to as an “RPA Out.” There was no net impact to the consolidated statement of income from RPAs in the first quarter of 2026 and the first quarter of 2025.

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 March 31, 2026 and December 31, 2025:

This type of derivative is referred to as an “RPA Out.” There was an increase of $ 2,000 included in other income from RPAs in the second quarter of 2026 and in the six-month period ended June 30, 2026.

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.

CITIZENS & NORTHERN CORPORATION – FORM 10-Q

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, 2026 and December 31, 2025:

(In Thousands)

At March 31, 2026

At June 30, 2026

At December 31, 2025

8 unchanged sentences

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.

There was interest-bearing cash pledged as collateral against the Corporation’s liability related to the interest rate swaps of $ 1,400,000 at March 31, 2026 and December 31, 2025.

There was interest-bearing cash pledged as collateral against the Corporation’s liability related to the interest rate swaps of $ 1,400,000 at June 30, 2026 and December 31, 2025.

FAIR VALUE MEASUREMENTS AND FAIR VALUES OF FINANCIAL INSTRUMENTS

3 unchanged sentences

The hierarchy prioritizes the inputs used in determining valuations into three levels.

The level in the

CITIZENS & NORTHERN CORPORATION – FORM 10-Q

fair value hierarchy within which the fair value measurement falls is determined based on the lowest level input that is significant to the fair value measurement.

The level in the fair value hierarchy within which the fair value measurement falls is determined based on the lowest level input that is significant to the fair value measurement.

The levels of the fair value hierarchy are as follows:

7 unchanged sentences

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.

At March 31, 2026 and December 31, 2025, assets and liabilities measured at fair value and the valuation methods used are as follows:

March 31, 2026

CITIZENS & NORTHERN CORPORATION – FORM 10-Q

At June 30, 2026 and December 31, 2025, assets and liabilities measured at fair value and the valuation methods used were as follows:

June 30, 2026

Quoted Prices

71 unchanged sentences

CITIZENS & NORTHERN CORPORATION – FORM 10-Q

At March 31, 2026 and December 31, 2025, 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:

At June 30, 2026 and December 31, 2025, quantitative information regarding valuation techniques and the significant unobservable inputs used for assets measured on a recurring basis using unobservable inputs (Level 3 methodologies) was as follows:

Fair Value at

21 unchanged sentences

Three Months Ended

March 31, 2026

March 31, 2025

Six Months Ended

June 30, 2026

June 30, 2025

June 30, 2026

June 30, 2025

Servicing rights balance, beginning of period

8 unchanged sentences

The estimated fair value determined for individually evaluated loans secured by real estate and foreclosed assets held for sale used unobservable inputs (Level 3 methodologies).

CITIZENS & NORTHERN CORPORATION – FORM 10-Q

At March 31, 2026 and December 31, 2025, quantitative information regarding valuation techniques and the significant unobservable inputs used for nonrecurring fair value measurements using Level 3 methodologies are as follows:

At June 30, 2026 and December 31, 2025, quantitative information regarding valuation techniques and the significant unobservable inputs used for nonrecurring fair value measurements using Level 3 methodologies was as follows:

(Dollars In Thousands)

22 unchanged sentences

Total foreclosed assets held for sale

CITIZENS & NORTHERN CORPORATION – FORM 10-Q

(Dollars In Thousands)

30 unchanged sentences

Therefore, the aggregate fair value amounts presented may not represent the underlying fair value of the Corporation.

CITIZENS & NORTHERN CORPORATION – FORM 10-Q

The estimated fair values, and related carrying amounts, of the Corporation’s financial instruments that are not recorded at fair value are as follows:

The estimated fair values, and related carrying amounts, of the Corporation’s financial instruments that are not recorded at fair value were as follows:

(In Thousands)

March 31, 2026

June 30, 2026

December 31, 2025

12 unchanged sentences

Accrued interest payable

CITIZENS & NORTHERN CORPORATION – FORM 10-Q

SEGMENT REPORTING

4 unchanged sentences

Loans, investments, deposits and assets held in a fiduciary or custodial capacity provide the revenues in the banking operation.

Interest expense, provisions for credit losses, and payroll provide the significant expenses in the banking operation.

Interest expense, (credit) provisions for credit losses, and payroll provide the significant expenses in the banking operation.

All operations are domestic.

1 unchanged sentence

Three Months Ended

Six Months Ended

(In Thousands)

March 31, 2026

March 31, 2025

June 30, 2026

June 30, 2025

June 30, 2026

June 30, 2025

Interest income

1 unchanged sentence

Net interest income

Provision for credit losses

Net interest income after provision for credit losses

(Credit) provision for credit losses

Net interest income after (credit) provision for credit losses

Other income:

1 unchanged sentence

Realized gains on available-for-sale debt securities, net

Total other income

Total noninterest income

Other noninterest expense:

4 unchanged sentences

Income tax provision

(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, merger-related expenses and other noninterest expenses.

The Corporation’s segment assets represent the total assets as presented in the consolidated balance sheets at June 30, 2026 and December 31, 2025.

CITIZENS & NORTHERN CORPORATION – FORM 10-Q

The Corporation’s segment assets represent the total assets as presented in the consolidated balance sheets at March 31, 2026 and December 31, 2025.

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.

What changed 10-Q

Item 1. Financial Statements