Item 1. Financial Statements
ITEM 1. FINANCIAL STATEMENTS
CONSOLIDATED BALANCE SHEETS
(In Thousands, Except Share and Per Share Data) (Unaudited)
June 30,
December 31,
2026
2025
ASSETS
Cash and due from banks:
Noninterest-bearing
$
25,947
$
22,289
Interest-bearing
56,590
23,767
Total cash and due from banks
82,537
46,056
Available-for-sale debt securities, at fair value
496,829
506,575
Loans receivable
2,348,847
2,354,365
Allowance for credit losses
( 32,583 )
( 31,048 )
Loans, net
2,316,264
2,323,317
Bank-owned life insurance
62,136
61,094
Accrued interest receivable
10,941
11,594
Bank premises and equipment, net
26,712
27,755
Foreclosed assets held for sale
181
189
Deferred tax asset, net
18,617
17,615
Goodwill
63,311
63,311
Core deposit intangibles, net
9,944
11,573
Other assets
64,512
63,390
TOTAL ASSETS
$
3,151,984
$
3,132,469
LIABILITIES
Deposits:
Noninterest-bearing
$
557,892
$
531,442
Interest-bearing
2,045,843
2,033,274
Total deposits
2,603,735
2,564,716
Short-term borrowings
14,643
28,618
Long-term borrowings - FHLB advances
130,392
120,935
Senior notes, net
0
14,970
Subordinated debt, net
25,000
24,949
Accrued interest and other liabilities
32,075
36,567
TOTAL LIABILITIES
2,805,845
2,790,755
COMMITMENTS AND CONTINGENT LIABILITIES
STOCKHOLDERS' EQUITY
Preferred stock, $ 1,000 par value; authorized 30,000 shares; $ 1,000 liquidation
preference per share; no shares issued
0
0
Common stock, par value $ 1.00 per share; authorized 30,000,000 shares;
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
18,303
18,303
Paid-in capital
184,340
185,696
Retained earnings
175,519
171,214
Treasury stock, at cost; 361,015 shares at June 30, 2026 and 479,676
shares at December 31, 2025
( 8,062 )
( 10,704 )
Accumulated other comprehensive loss
( 23,961 )
( 22,795 )
TOTAL STOCKHOLDERS' EQUITY
346,139
341,714
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY
$
3,151,984
$
3,132,469
The accompanying notes are an integral part of these unaudited consolidated financial statements.
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CITIZENS & NORTHERN CORPORATION – FORM 10-Q
Consolidated Statements of Income
(In Thousands, Except Per Share Data) (Unaudited)
Three Months Ended
Six Months Ended
June 30,
June 30,
June 30,
June 30,
2026
2025
2026
2025
INTEREST INCOME
Interest and fees on loans:
Taxable
$
36,583
$
28,051
$
72,224
$
55,554
Tax-exempt
629
602
1,248
1,194
Income from available-for-sale debt securities:
Taxable
3,507
2,329
7,025
4,631
Tax-exempt
562
579
1,124
1,152
Other interest and dividend income
285
893
533
1,632
Total interest and dividend income
41,566
32,454
82,154
64,163
INTEREST EXPENSE
Interest on deposits
9,820
9,284
19,878
18,876
Interest on short-term borrowings
337
1
613
1
Interest on long-term borrowings - FHLB advances
1,423
1,674
2,869
3,463
Interest on senior notes, net
81
120
202
241
Interest on subordinated debt, net
287
233
520
465
Total interest expense
11,948
11,312
24,082
23,046
Net interest income
29,618
21,142
58,072
41,117
(Credit) provision for credit losses
( 1,846 )
2,354
11,756
2,590
Net interest income after (credit) provision for credit losses
31,464
18,788
46,316
38,527
NONINTEREST INCOME
Trust revenue
2,242
1,967
4,327
4,069
Brokerage and insurance revenue
816
554
1,404
1,052
Service charges on deposit accounts
1,761
1,422
3,411
2,862
Interchange revenue from debit card transactions
1,347
1,218
2,614
2,254
Net gains from sale of loans
608
312
978
517
Loan servicing fees, net
193
173
301
311
Increase in cash surrender value of life insurance
527
466
1,042
923
Other noninterest income
2,305
2,030
3,891
3,162
Realized gains on available-for-sale debt securities, net
1
0
27
0
Total noninterest income
9,800
8,142
17,995
15,150
NONINTEREST EXPENSE
Salaries and employee benefits
13,197
11,067
26,398
22,826
Net occupancy and equipment expense
1,728
1,403
3,619
2,862
Data processing and telecommunications expense
2,249
1,981
4,698
4,052
Automated teller machine and interchange expense
535
403
1,118
790
Pennsylvania shares tax
587
470
1,172
966
Professional fees
744
506
1,383
1,023
Merger-related expenses
0
167
0
167
Other noninterest expense
4,799
3,401
8,163
5,755
Total noninterest expense
23,839
19,398
46,551
38,441
Income before income tax provision
17,425
7,532
17,760
15,236
Income tax provision
3,368
1,415
3,430
2,826
NET INCOME
$
14,057
$
6,117
$
14,330
$
12,410
EARNINGS PER COMMON SHARE - BASIC AND DILUTED
$
0.79
$
0.40
$
0.81
$
0.80
The accompanying notes are an integral part of these unaudited consolidated financial statements.
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CITIZENS & NORTHERN CORPORATION – FORM 10-Q
Consolidated Statements of Comprehensive Income
(In Thousands) (Unaudited)
Three Months Ended
Six Months Ended
June 30,
June 30,
June 30,
June 30,
2026
2025
2026
2025
Net income
$
14,057
$
6,117
$
14,330
$
12,410
Available-for-sale debt securities:
Unrealized holding gains (losses) on available-for-sale debt securities
1,044
2,609
( 1,420 )
7,778
Reclassification adjustment for gains realized in income
( 1 )
0
( 27 )
0
Other comprehensive income (loss) on available-for-sale debt securities
1,043
2,609
( 1,447 )
7,778
Unfunded pension and postretirement obligations:
Changes from plan amendments and actuarial gains and losses
0
0
( 9 )
69
Amortization of prior service cost and net actuarial gain included in net periodic benefit cost
( 14 )
( 22 )
( 36 )
( 44 )
Other comprehensive (loss) income on pension and postretirement obligations
( 14 )
( 22 )
( 45 )
25
Other comprehensive income (loss) before income tax
1,029
2,587
( 1,492 )
7,803
Income tax related to other comprehensive (income) loss
( 228 )
( 571 )
326
( 1,716 )
Other comprehensive income (loss), net
801
2,016
( 1,166 )
6,087
Comprehensive income
$
14,858
$
8,133
$
13,164
$
18,497
The accompanying notes are an integral part of these unaudited consolidated financial statements.
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CITIZENS & NORTHERN CORPORATION – FORM 10-Q
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands) (Unaudited)
Six Months Ended
June 30,
June 30,
2026
2025
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income
$
14,330
$
12,410
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for credit losses
11,756
2,590
Realized gains on available-for-sale debt securities, net
( 27 )
0
Net amortization of available-for-sale debt securities
691
710
Increase in cash surrender value of life insurance
( 1,042 )
( 923 )
Depreciation and amortization of bank premises and equipment
1,376
1,115
Net amortization (accretion) of acquisition accounting adjustments
358
( 60 )
Stock-based compensation
650
656
Deferred income taxes
( 676 )
36
Decrease in fair value of servicing rights
263
101
Net gains from sale of loans
( 978 )
( 517 )
Origination of loans held for sale
( 38,153 )
( 17,775 )
Proceeds from sales of loans held for sale
35,531
16,713
Decrease (increase) in accrued interest receivable and other assets
4,320
( 88 )
Decrease in accrued interest payable and other liabilities
( 4,373 )
( 4,947 )
Other
52
75
Net Cash Provided by Operating Activities
24,078
10,096
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from maturities of certificates of deposit
250
250
Proceeds from calls and maturities of available-for-sale debt securities
29,548
20,897
Purchase of available-for-sale debt securities
( 21,913 )
( 17,501 )
Redemption of Federal Home Loan Bank of Pittsburgh stock
10,021
946
Purchase of Federal Home Loan Bank of Pittsburgh stock
( 11,408 )
( 320 )
Purchase of Federal Reserve Bank stock
( 58 )
( 22 )
Net increase in loans
( 3,690 )
( 24,008 )
Purchase of premises and equipment
( 338 )
( 1,027 )
Other
37
76
Net Cash Provided by (Used in) Investing Activities
2,449
( 20,709 )
CASH FLOWS FROM FINANCING ACTIVITIES:
Net increase in deposits
39,093
15,867
Net decrease in short-term borrowings
( 13,975 )
( 1,955 )
Proceeds from long-term borrowings - FHLB advances
33,054
0
Repayments of long-term borrowings - FHLB advances
( 23,597 )
( 21,557 )
Redemption of senior notes
( 15,000 )
0
Purchases of treasury stock
( 210 )
( 208 )
Common dividends paid
( 9,161 )
( 7,839 )
Net Cash Provided by (Used in) Financing Activities
10,204
( 15,692 )
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
36,731
( 26,305 )
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD
44,706
123,574
CASH AND CASH EQUIVALENTS, END OF PERIOD
$
81,437
$
97,269
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Assets acquired through foreclosure of real estate loans
$
0
$
231
Leased assets obtained in exchange for new operating lease liabilities
$
58
$
1,126
Interest paid
$
24,428
$
23,615
Income taxes paid
$
81
$
4,833
The accompanying notes are an integral part of these unaudited consolidated financial statements.
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CITIZENS & NORTHERN CORPORATION – FORM 10-Q
Consolidated Statements of Changes in Stockholders’ Equity
(In Thousands, Except Share and Per Share Data) (Unaudited)
Accumulated
Other
Common
Treasury
Common
Paid-in
Retained
Comprehensive
Treasury
Three Months Ended June 30, 2026
Shares
Shares
Stock
Capital
Earnings
Loss
Stock
Total
Balance, March 31, 2026
18,303,120
393,162
$
18,303
$
184,325
$
166,476
$
( 24,762 )
$
( 8,778 )
$
335,564
Net income
14,057
14,057
Other comprehensive income, net
801
801
Cash dividends declared on common stock, $ .28 per share
( 5,014 )
( 5,014 )
Shares issued for dividend reinvestment plan
( 20,398 )
( 31 )
455
424
Restricted stock granted
( 16,581 )
( 370 )
370
0
Forfeiture of restricted stock
3,562
79
( 79 )
0
Stock-based compensation expense
337
337
Purchase of restricted stock for tax withholding
1,270
( 30 )
( 30 )
Balance, June 30, 2026
18,303,120
361,015
$
18,303
$
184,340
$
175,519
$
( 23,961 )
$
( 8,062 )
$
346,139
Three Months Ended June 30, 2025
Balance, March 31, 2025
16,030,172
547,324
$
16,030
$
142,968
$
167,741
$
( 32,690 )
$
( 12,218 )
$
281,831
Net income
6,117
6,117
Other comprehensive income, net
2,016
2,016
Cash dividends declared on common stock, $ .28 per share
( 4,337 )
( 4,337 )
Shares issued for dividend reinvestment plan
( 20,352 )
( 54 )
453
399
Restricted stock granted
( 12,700 )
( 284 )
284
0
Forfeiture of restricted stock
957
21
( 21 )
0
Stock-based compensation expense
331
331
Balance, June 30, 2025
16,030,172
515,229
$
16,030
$
142,982
$
169,521
$
( 30,674 )
$
( 11,502 )
$
286,357
Accumulated
Other
Common
Treasury
Common
Paid-in
Retained
Comprehensive
Treasury
Six Months Ended June 30, 2026
Shares
Shares
Stock
Capital
Earnings
Loss
Stock
Total
Balance, December 31, 2025
18,303,120
479,676
$
18,303
$
185,696
$
171,214
$
( 22,795 )
$
( 10,704 )
$
341,714
Net income
14,330
14,330
Other comprehensive loss, net
( 1,166 )
( 1,166 )
Cash dividends declared on common stock, $ .56 per share
( 10,025 )
( 10,025 )
Shares issued for dividend reinvestment plan
( 38,284 )
( 8 )
854
846
Restricted stock granted
( 95,445 )
( 2,131 )
2,131
0
Forfeiture of restricted stock
5,840
133
( 133 )
0
Stock-based compensation expense
650
650
Purchase of restricted stock for tax withholding
9,228
( 210 )
( 210 )
Balance, June 30, 2026
18,303,120
361,015
$
18,303
$
184,340
$
175,519
$
( 23,961 )
$
( 8,062 )
$
346,139
Six Months Ended June 30, 2025
Balance, December 31, 2024
16,030,172
596,678
$
16,030
$
143,565
$
165,778
$
( 36,761 )
$
( 13,328 )
$
275,284
Net income
12,410
12,410
Other comprehensive income, net
6,087
6,087
Cash dividends declared on common stock, $ .56 per share
( 8,667 )
( 8,667 )
Shares issued for dividend reinvestment plan
( 38,743 )
( 69 )
864
795
Restricted stock granted
( 55,661 )
( 1,243 )
1,243
0
Forfeiture of restricted stock
3,222
73
( 73 )
0
Stock-based compensation expense
656
656
Purchase of restricted stock for tax withholding
9,733
( 208 )
( 208 )
Balance, June 30, 2025
16,030,172
515,229
$
16,030
$
142,982
$
169,521
$
( 30,674 )
$
( 11,502 )
$
286,357
The accompanying notes are an integral part of these unaudited consolidated financial statements.
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CITIZENS & NORTHERN CORPORATION – FORM 10-Q
Notes to Unaudited Consolidated Financial Statements
1. BASIS OF INTERIM PRESENTATION AND STATUS OF RECENT ACCOUNTING PRONOUNCEMENTS
The consolidated financial statements include the accounts of Citizens & Northern Corporation and its subsidiaries, Citizens & Northern Bank (“C&N Bank”), Bucktail Life Insurance Company and Citizens & Northern Investment Corporation (collectively, “Corporation”). The consolidated financial statements also include C&N Bank’s wholly-owned subsidiaries, C&N Financial Services, LLC and Northern Tier Holding LLC. C&N Bank is the sole member of C&N Financial Services, LLC and Northern Tier Holding LLC. All material intercompany balances and transactions have been eliminated in consolidation.
The consolidated financial information included herein, except the consolidated balance sheet dated December 31, 2025, is unaudited. Such information reflects all adjustments (consisting solely of normal recurring adjustments) that are, in the opinion of management, necessary for a fair presentation of the financial position, results of operations, comprehensive income, cash flows and changes in stockholders’ equity for the interim periods; however, the information does not include all disclosures required by accounting principles generally accepted in the United States of America (“U.S. GAAP”) for a complete set of financial statements.
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.
RECENT ACCOUNTING PRONOUNCEMENTS
The Financial Accounting Standards Board (FASB) issues Accounting Standard Updates (ASUs) to communicate changes to the FASB Accounting Standards Codification (ASC). This section provides a summary description of recent ASUs that have significant implications (elected or required) within the consolidated financial statements, or that management expects may have a significant impact on consolidated financial statements issued in the foreseeable future.
Recently Issued but Not Yet Effective Accounting Pronouncements
In December of 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40), which requires disclosure of certain costs and expenses in the notes to the consolidated financial statements. The amendments in this ASU will become effective for fiscal years beginning after December 15, 2026, and will be effective for interim periods with fiscal years beginning after December 15, 2027, with early adoption permitted. The amendments will be applied prospectively with the option for retrospective application . We are currently evaluating the impact of the standard to our consolidated financial statement disclosures .
2. BUSINESS COMBINATION
On October 1, 2025, the Corporation completed its acquisition of Susquehanna Community Financial, Inc. (“Susquehanna”). Susquehanna was the parent company of Susquehanna Community Bank, with seven banking offices located in Lycoming, Northumberland, Snyder and Union Counties in Pennsylvania. The Susquehanna acquisition has contributed significantly to growth in the size of the Corporation’s balance sheet and in net interest income, noninterest income and noninterest expenses.
In connection with the acquisition, the Corporation issued approximately 2.3 million shares of common stock to the former Susquehanna shareholders, resulting in merger consideration valued at $ 44.6 million and an increase in stockholders’ equity of $ 44.4 million, net of issuance costs. Intangible assets recorded included goodwill of $ 10.8 million and a core deposit intangible asset of $ 10.7 million. Assets acquired included loans valued at $ 393.6 million, securities valued at $ 147.6 million, bank-owned life insurance valued at $ 8.0 million and cash and due from banks of $ 6.1 million. Liabilities assumed included deposits valued at $ 501.5 million and short-term borrowings valued at $ 45.8 million. 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 six months ended June 30, 2026.
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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.
3. PER SHARE DATA
Earnings per common share are calculated using the two-class method to determine income attributable to common shareholders. Unvested restricted stock awards that contain nonforfeitable rights to dividends are considered participating securities under the two-class method. Distributed dividends and an allocation of undistributed net income to participating securities reduce the amount of income attributable to common shareholders. Income attributable to common shareholders is then divided by weighted-average common shares outstanding for the period to determine basic earnings per common share. The Corporation’s basic and diluted earnings per share are the same because there are no potential dilutive shares of common stock outstanding.
(In Thousands, Except Share and Per Share Data)
Three Months Ended
Six Months Ended
June 30,
June 30,
June 30,
June 30,
2026
2025
2026
2025
Net income
$
14,057
$
6,117
$
14,330
$
12,410
Less: Dividends and undistributed earnings allocated to participating securities
0
( 49 )
0
( 100 )
Net income attributable to common shares
$
14,057
$
6,068
$
14,330
$
12,310
Weighted-average common shares outstanding
17,771,901
15,359,004
17,752,327
15,348,824
Earnings per common share - Basic and Diluted
$
0.79
$
0.40
$
0.81
$
0.80
Weighted-average nonvested restricted shares outstanding
153,487
123,844
149,810
124,570
4. 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, were as follows:
(In Thousands)
Before-Tax
Income Tax
Net-of-Tax
Amount
Effect
Amount
Three Months Ended June 30, 2026
Available-for-sale debt securities:
Unrealized holding gain on available-for-sale debt securities
$
1,044
$
( 231 )
$
813
Reclassification adjustment for (gains) realized in income
( 1 )
0
( 1 )
Other comprehensive income from available-for-sale debt securities
1,043
( 231 )
812
Unfunded pension and postretirement obligations:
Amortization of prior service cost and net actuarial gains included in net periodic benefit cost
( 14 )
3
( 11 )
Other comprehensive loss on unfunded retirement obligations
( 14 )
3
( 11 )
Total other comprehensive income
$
1,029
$
( 228 )
$
801
(In Thousands)
Before-Tax
Income Tax
Net-of-Tax
Amount
Effect
Amount
Three Months Ended June 30, 2025
Available-for-sale debt securities:
Unrealized holding gains on available-for-sale debt securities
$
2,609
$
( 576 )
$
2,033
Reclassification adjustment for (gains) realized in income
0
0
0
Other comprehensive income from available-for-sale debt securities
2,609
( 576 )
2,033
Unfunded pension and postretirement obligations:
Amortization of prior service cost and net actuarial loss included in net periodic benefit cost
( 22 )
5
( 17 )
Other comprehensive loss on unfunded retirement obligations
( 22 )
5
( 17 )
Total other comprehensive income
$
2,587
$
( 571 )
$
2,016
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CITIZENS & NORTHERN CORPORATION – FORM 10-Q
(In Thousands)
Before-Tax
Income Tax
Net-of-Tax
Amount
Effect
Amount
Six Months Ended June 30, 2026
Available-for-sale debt securities:
Unrealized holding loss on available-for-sale debt securities
$
( 1,420 )
311
$
( 1,109 )
Reclassification adjustment for (gains) realized in income
( 27 )
6
( 21 )
Other comprehensive loss from available-for-sale debt securities
( 1,447 )
317
( 1,130 )
Unfunded pension and postretirement obligations:
Changes from plan amendments and actuarial gains and losses
( 9 )
2
( 7 )
Amortization of prior service cost and net actuarial loss included in net periodic benefit cost
( 36 )
7
( 29 )
Other comprehensive loss on unfunded retirement obligations
( 45 )
9
( 36 )
Total other comprehensive loss
$
( 1,492 )
$
326
$
( 1,166 )
(In Thousands)
Before-Tax
Income Tax
Net-of-Tax
Amount
Effect
Amount
Six Months Ended June 30, 2025
Available-for-sale debt securities:
Unrealized holding gains on available-for-sale debt securities
$
7,778
$
( 1,711 )
$
6,067
Reclassification adjustment for (gains) realized in income
0
0
0
Other comprehensive income from available-for-sale debt securities
7,778
( 1,711 )
6,067
Unfunded pension and postretirement obligations:
Changes from plan amendments and actuarial gains and losses
69
( 15 )
54
Amortization of prior service cost and net actuarial gain included in net periodic benefit cost
( 44 )
10
( 34 )
Other comprehensive income on unfunded retirement obligations
25
( 5 )
20
Total other comprehensive income
$
7,803
$
( 1,716 )
$
6,087
The amounts shown in the table immediately above are included in the following line items in the consolidated statements of income:
Affected Line Item in the
Description
Consolidated Statements of Income
Reclassification adjustment for (gains) realized in income (before-tax)
Realized gains on available-for-sale debt securities, net
Amortization of prior service cost and net actuarial gain included in net periodic benefit cost (before-tax)
Other noninterest expense
Income tax effect
Income tax provision
Changes in the components of accumulated other comprehensive (loss) income are as follows and were presented net of tax:
(In Thousands)
Unrealized
Accumulated
(Losses)
Unfunded
Other
Gains
Retirement
Comprehensive
on Securities
Obligations
(Loss) Income
Three Months Ended June 30, 2026
Balance, beginning of period
$
( 25,096 )
$
334
$
( 24,762 )
Other comprehensive income during three months ended June 30, 2026
812
( 11 )
801
Balance, end of period
$
( 24,284 )
$
323
$
( 23,961 )
Three Months Ended June 30, 2025
Balance, beginning of period
$
( 33,050 )
$
360
$
( 32,690 )
Other comprehensive income during three months ended June 30, 2025
2,033
( 17 )
2,016
Balance, end of period
$
( 31,017 )
$
343
$
( 30,674 )
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CITIZENS & NORTHERN CORPORATION – FORM 10-Q
(In Thousands)
Unrealized
Accumulated
(Losses)
Unfunded
Other
Gains
Retirement
Comprehensive
on Securities
Obligations
(Loss) Income
Six Months Ended June 30, 2026
Balance, beginning of period
$
( 23,154 )
$
359
$
( 22,795 )
Other comprehensive loss during six months ended June 30, 2026
( 1,130 )
( 36 )
( 1,166 )
Balance, end of period
$
( 24,284 )
$
323
$
( 23,961 )
Six Months Ended June 30, 2025
Balance, beginning of period
$
( 37,084 )
$
323
$
( 36,761 )
Other comprehensive income during six months ended June 30, 2025
6,067
20
6,087
Balance, end of period
$
( 31,017 )
$
343
$
( 30,674 )
5. CASH AND DUE FROM BANKS
Cash and due from banks at June 30, 2026 and December 31, 2025 include the following:
(In Thousands)
June 30,
December 31,
2026
2025
Cash and cash equivalents
$
81,437
$
44,706
Certificates of deposit
1,100
1,350
Total cash and due from banks
$
82,537
$
46,056
Certificates of deposit are issues by U.S. banks with original maturities greater than three months. Each certificate of deposit is fully FDIC-insured. The Corporation maintains cash and cash equivalents with certain financial institutions in excess of the FDIC insurance limit.
6. SECURITIES
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)
June 30, 2026
Gross
Gross
Unrealized
Unrealized
Amortized
Holding
Holding
Fair
Cost
Gains
Losses
Value
Obligations of the U.S. Treasury
$
8,036
$
0
$
( 603 )
$
7,433
Obligations of U.S. Government agencies
10,776
0
( 759 )
10,017
Bank holding company debt securities
40,097
21
( 1,261 )
38,857
Obligations of states and political subdivisions:
Tax-exempt
102,543
292
( 6,874 )
95,961
Taxable
50,172
0
( 6,318 )
43,854
Mortgage-backed securities issued or guaranteed by U.S. Government agencies or sponsored agencies:
Residential pass-through securities
150,796
283
( 6,398 )
144,681
Residential collateralized mortgage obligations
59,098
19
( 2,640 )
56,477
Commercial mortgage-backed securities
98,443
0
( 6,904 )
91,539
Asset-backed securities,
Collateralized loan obligations
8,000
10
0
8,010
Total available-for-sale debt securities
$
527,961
$
625
$
( 31,757 )
$
496,829
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CITIZENS & NORTHERN CORPORATION – FORM 10-Q
(In Thousands)
December 31, 2025
Gross
Gross
Unrealized
Unrealized
Amortized
Holding
Holding
Fair
Cost
Gains
Losses
Value
Obligations of the U.S. Treasury
$
8,047
$
0
$
( 565 )
$
7,482
Obligations of U.S. Government agencies
11,423
3
( 677 )
10,749
Bank holding company debt securities
36,103
8
( 2,035 )
34,076
Obligations of states and political subdivisions:
Tax-exempt
105,149
317
( 7,107 )
98,359
Taxable
50,306
4
( 6,158 )
44,152
Mortgage-backed securities issued or guaranteed by U.S. Government agencies or sponsored agencies:
Residential pass-through securities
148,865
679
( 5,623 )
143,921
Residential collateralized mortgage obligations
65,782
107
( 2,182 )
63,707
Commercial mortgage-backed securities
99,095
23
( 6,487 )
92,631
Private label commercial mortgage-backed securities
3,490
0
( 1 )
3,489
Asset-backed securities,
Collateralized loan obligations
8,000
9
0
8,009
Total available-for-sale debt securities
$
536,260
$
1,150
$
( 30,835 )
$
506,575
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
12 Months or More
Total
(In Thousands)
Fair
Unrealized
Fair
Unrealized
Fair
Unrealized
Value
Losses
Value
Losses
Value
Losses
Obligations of the U.S. Treasury
$
0
$
0
$
7,433
$
( 603 )
$
7,433
$
( 603 )
Obligations of U.S. Government agencies
1,918
( 3 )
8,099
( 756 )
10,017
( 759 )
Bank holding company debt securities
11,716
( 148 )
23,887
( 1,113 )
35,603
( 1,261 )
Obligations of states and political subdivisions:
Tax-exempt
5,970
( 47 )
78,285
( 6,827 )
84,255
( 6,874 )
Taxable
2,338
( 245 )
41,516
( 6,073 )
43,854
( 6,318 )
Mortgage-backed securities issued or guaranteed by U.S. Government agencies or sponsored agencies:
Residential pass-through securities
67,433
( 693 )
51,758
( 5,705 )
119,191
( 6,398 )
Residential collateralized mortgage obligations
35,217
( 389 )
18,285
( 2,251 )
53,502
( 2,640 )
Commercial mortgage-backed securities
29,654
( 498 )
61,885
( 6,406 )
91,539
( 6,904 )
Total
$
154,246
$
( 2,023 )
$
291,148
$
( 29,734 )
$
445,394
$
( 31,757 )
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CITIZENS & NORTHERN CORPORATION – FORM 10-Q
December 31, 2025
Less Than 12 Months
12 Months or More
Total
(In Thousands)
Fair
Unrealized
Fair
Unrealized
Fair
Unrealized
Value
Losses
Value
Losses
Value
Losses
Obligations of the U.S. Treasury
$
0
$
0
$
7,482
$
( 565 )
$
7,482
$
( 565 )
Obligations of U.S. Government agencies
0
0
8,570
( 677 )
8,570
( 677 )
Bank holding company debt securities
2,188
( 44 )
23,008
( 1,991 )
25,196
( 2,035 )
Obligations of states and political subdivisions:
Tax-exempt
0
0
86,724
( 7,107 )
86,724
( 7,107 )
Taxable
1,324
( 218 )
42,027
( 5,940 )
43,351
( 6,158 )
Mortgage-backed securities issued or guaranteed by U.S. Government agencies or sponsored agencies:
Residential pass-through securities
20,235
( 51 )
57,647
( 5,572 )
77,882
( 5,623 )
Residential collateralized mortgage obligations
0
0
23,194
( 2,182 )
23,194
( 2,182 )
Commercial mortgage-backed securities
27,643
( 183 )
62,605
( 6,304 )
90,248
( 6,487 )
Private label commercial mortgage-backed securities
3,489
(1)
0
0
3,489
(1)
Total
$
54,879
$
( 497 )
$
311,257
$
( 30,338 )
$
366,136
$
( 30,835 )
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 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
June 30,
June 30,
June 30,
June 30,
2026
2025
2026
2025
Gross realized gains from sales
$
1
$
0
$
27
$
0
Gross realized losses from sales
0
0
0
0
Net realized gains (losses)
$
1
$
0
$
27
$
0
Income tax provision related to net realized gains (losses)
$
0
$
0
$
6
$
0
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.
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CITIZENS & NORTHERN CORPORATION – FORM 10-Q
(In Thousands)
June 30, 2026
Amortized
Fair
Cost
Value
Due in one year or less
$
5,103
$
5,070
Due from one year through five years
43,526
41,274
Due from five years through ten years
84,626
80,674
Due after ten years
78,369
69,104
Sub-total
211,624
196,122
Mortgage-backed securities issued or guaranteed by U.S. Government agencies or sponsored agencies:
Residential pass-through securities
150,796
144,681
Residential collateralized mortgage obligations
59,098
56,477
Commercial mortgage-backed securities
98,443
91,539
Asset-backed securities,
Collateralized loan obligations
8,000
8,010
Total
$
527,961
$
496,829
The Corporation’s mortgage-backed securities, collateralized mortgage obligations and asset-backed securities have stated maturities that may differ from actual maturities due to borrowers’ ability to prepay obligations. Cash flows from such investments are dependent upon the performance of the underlying mortgage loans and are generally influenced by the level of interest rates. In the table above, mortgage-backed securities, collateralized mortgage obligations and asset-backed securities are shown in one period.
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.
Equity Securities
C&N Bank is a member of the Federal Home Loan Bank of Pittsburgh (FHLB-Pittsburgh), which is one of 11 regional Federal Home Loan Banks. As a member, C&N Bank is required to purchase and maintain stock in FHLB-Pittsburgh. 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 $ 20,111,000 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.
C&N Bank is a member of the Federal Reserve System. As a member, C&N Bank is required to purchase and maintain stock in the Federal Reserve Bank of Philadelphia. 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 $ 7,695,000 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.
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CITIZENS & NORTHERN CORPORATION – FORM 10-Q
7. LOANS AND ALLOWANCE FOR CREDIT LOSSES
Loans receivable at June 30, 2026 and December 31, 2025 are summarized as follows:
Summary of Loans by Type
(In Thousands)
June 30,
December 31,
2026
2025
Commercial real estate - non-owner occupied
$
923,879
$
927,738
Commercial real estate - owner occupied
325,002
311,792
All other commercial loans
544,075
560,537
Residential mortgage loans
443,076
443,950
Consumer loans
112,815
110,348
Total
2,348,847
2,354,365
Less: allowance for credit losses on loans
( 32,583 )
( 31,048 )
Loans, net
$
2,316,264
$
2,323,317
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. Commercial, residential and personal loans are made to customers geographically concentrated in Northcentral Pennsylvania, the Southern tier of New York State, Southeastern Pennsylvania and Southcentral Pennsylvania. 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 June 30, 2026 and December 31, 2025:
(In Thousands)
As of June 30, 2026
Past Due
Past Due
30-89
90+ Days
Nonaccrual
Current
Total
Days
Still Accruing
Loans
Loans
Loans
Commercial real estate - non-owner occupied
$
39
$
0
$
16,608
$
907,232
$
923,879
Commercial real estate - owner occupied
648
0
6,110
318,244
325,002
All other commercial loans
4,899
333
11,648
527,195
544,075
Residential mortgage loans
1,150
0
4,491
437,435
443,076
Consumer loans
311
13
891
111,600
112,815
Total
$
7,047
$
346
$
39,748
$
2,301,706
$
2,348,847
(In Thousands)
As of December 31, 2025
Past Due
Past Due
30-89
90+ Days
Nonaccrual
Current
Total
Days
Still Accruing
Loans
Loans
Loans
Commercial real estate - non-owner occupied
$
2,619
$
0
$
10,766
$
914,353
$
927,738
Commercial real estate - owner occupied
2,453
54
5,955
303,330
311,792
All other commercial loans
6,287
0
11,102
543,148
560,537
Residential mortgage loans
6,365
0
4,324
433,261
443,950
Consumer loans
585
34
689
109,040
110,348
Total
$
18,309
$
88
$
32,836
$
2,303,132
$
2,354,365
The Corporation uses an internal risk rating system. Under the risk rating system, the Corporation classifies problem or potential problem loans as “Special Mention,” “Substandard,” or “Doubtful” on the basis of currently existing facts, conditions and values. Loans that do not currently expose the Corporation to sufficient risk to warrant classification as Substandard or Doubtful, but possess weaknesses that deserve management’s close attention, are deemed to be Special Mention. Substandard loans include those characterized by the distinct possibility that the Corporation will sustain some loss if the deficiencies are not corrected. 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. Loans not classified are included in the “Pass” rows in the table that follows.
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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 June 30, 2026 and gross charge-offs for the six months ended June 30, 2026:
(In Thousands)
Term Loans by Year of Origination
2026
2025
2024
2023
2022
Prior
Revolving
Total
Commercial real estate - non-owner occupied
Pass
$
55,803
$
77,306
$
76,579
$
153,910
$
165,096
$
354,560
$
0
$
883,254
Special Mention
0
323
29
23
7,465
13,007
0
20,847
Substandard
0
0
95
812
8,607
10,264
0
19,778
Doubtful
0
0
0
0
0
0
0
0
Total commercial real estate - non-owner occupied
$
55,803
$
77,629
$
76,703
$
154,745
$
181,168
$
377,831
$
0
$
923,879
Year-to-date gross charge-offs
$
0
$
0
$
0
$
0
$
10,196
$
256
$
0
$
10,452
Commercial real estate - owner occupied
Pass
$
32,518
$
33,796
$
27,531
$
34,225
$
50,507
$
120,015
$
1,999
$
300,591
Special Mention
0
0
7,911
269
740
5,714
0
14,634
Substandard
0
0
0
458
831
8,488
0
9,777
Doubtful
0
0
0
0
0
0
0
0
Total commercial real estate - owner occupied
$
32,518
$
33,796
$
35,442
$
34,952
$
52,078
$
134,217
$
1,999
$
325,002
Year-to-date gross charge-offs
$
0
$
0
$
0
$
0
$
0
$
0
$
0
$
0
All other commercial loans
Pass
$
32,691
$
112,483
$
40,646
$
29,074
$
43,203
$
97,639
$
141,215
$
496,951
Special Mention
103
3,110
891
2,942
66
6,786
4,542
18,440
Substandard
0
430
12,838
0
1,273
10,353
3,790
28,684
Doubtful
0
0
0
0
0
0
0
0
Total all other commercial loans
$
32,794
$
116,023
$
54,375
$
32,016
$
44,542
$
114,778
$
149,547
$
544,075
Year-to-date gross charge-offs
$
0
$
0
$
0
$
0
$
168
$
215
$
108
$
491
Residential mortgage loans
Pass
$
22,600
$
47,406
$
43,855
$
49,165
$
80,117
$
194,895
$
0
$
438,038
Special Mention
0
0
0
0
0
0
0
0
Substandard
0
0
35
1,003
375
3,625
0
5,038
Doubtful
0
0
0
0
0
0
0
0
Total residential mortgage loans
$
22,600
$
47,406
$
43,890
$
50,168
$
80,492
$
198,520
$
0
$
443,076
Year-to-date gross charge-offs
$
0
$
0
$
0
$
0
$
0
$
0
$
0
$
0
Consumer loans
Pass
$
1,425
$
2,031
$
1,430
$
1,219
$
1,494
$
1,555
$
102,517
$
111,671
Special Mention
0
0
0
0
0
0
0
0
Substandard
0
0
3
12
0
138
991
1,144
Doubtful
0
0
0
0
0
0
0
0
Total consumer loans
$
1,425
$
2,031
$
1,433
$
1,231
$
1,494
$
1,693
$
103,508
$
112,815
Year-to-date gross charge-offs
$
0
$
0
$
11
$
35
$
0
$
0
$
144
$
190
Total Loans
Pass
$
145,037
$
273,022
$
190,041
$
267,593
$
340,417
$
768,664
$
245,731
$
2,230,505
Special Mention
103
3,433
8,831
3,234
8,271
25,507
4,542
53,921
Substandard
0
430
12,971
2,285
11,086
32,868
4,781
64,421
Doubtful
0
0
0
0
0
0
0
0
Total
$
145,140
$
276,885
$
211,843
$
273,112
$
359,774
$
827,039
$
255,054
$
2,348,847
Year-to-date gross charge-offs
$
0
$
0
$
11
$
35
$
10,364
$
471
$
252
$
11,133
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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 and gross charge-offs for the year ended December 31, 2025:
Term Loans by Year of Origination
(In Thousands)
2025
2024
2023
2022
2021
Prior
Revolving
Total
Commercial real estate - non-owner occupied
Pass
$
82,832
$
84,330
$
149,720
$
171,419
$
90,420
$
295,369
$
0
$
874,090
Special Mention
77
30
1,942
15,920
2,073
8,045
0
28,087
Substandard
0
102
838
10,459
1,980
12,182
0
25,561
Doubtful
0
0
0
0
0
0
0
0
Total commercial real estate - non-owner occupied
$
82,909
$
84,462
$
152,500
$
197,798
$
94,473
$
315,596
$
0
$
927,738
Year-to-date gross charge-offs
$
0
$
0
$
0
$
0
$
0
$
807
$
0
$
807
Commercial real estate - owner occupied
Pass
$
34,602
$
36,786
$
35,411
$
53,260
$
51,396
$
80,809
$
0
$
292,264
Special Mention
0
357
2,406
1,159
805
5,127
0
9,854
Substandard
0
0
354
131
2,167
7,022
0
9,674
Doubtful
0
0
0
0
0
0
0
0
Total commercial real estate - owner occupied
$
34,602
$
37,143
$
38,171
$
54,550
$
54,368
$
92,958
$
0
$
311,792
Year-to-date gross charge-offs
$
0
$
0
$
0
$
0
$
0
$
0
$
0
$
0
All other commercial loans
Pass
$
123,534
$
45,148
$
64,103
$
46,670
$
44,056
$
64,539
$
134,404
$
522,454
Special Mention
1,380
522
32
100
4,443
732
2,028
9,237
Substandard
470
12,932
0
1,471
6,933
3,748
3,292
28,846
Doubtful
0
0
0
0
0
0
0
0
Total all other commercial loans
$
125,384
$
58,602
$
64,135
$
48,241
$
55,432
$
69,019
$
139,724
$
560,537
Year-to-date gross charge-offs
$
0
$
0
$
0
$
0
$
333
$
0
$
263
$
596
Residential mortgage loans
Pass
$
46,534
$
45,988
$
53,163
$
83,848
$
45,494
$
164,033
$
0
$
439,060
Special Mention
0
0
0
0
0
0
0
0
Substandard
0
22
901
424
200
3,343
0
4,890
Doubtful
0
0
0
0
0
0
0
0
Total residential mortgage loans
$
46,534
$
46,010
$
54,064
$
84,272
$
45,694
$
167,376
$
0
$
443,950
Year-to-date gross charge-offs
$
0
$
0
$
0
$
0
$
0
$
5
$
0
$
5
Consumer loans
Pass
$
2,751
$
2,062
$
1,780
$
1,850
$
506
$
2,460
$
97,976
$
109,385
Special Mention
0
0
0
0
0
0
0
0
Substandard
1
7
6
0
2
170
777
963
Doubtful
0
0
0
0
0
0
0
0
Total consumer loans
$
2,752
$
2,069
$
1,786
$
1,850
$
508
$
2,630
$
98,753
$
110,348
Year-to-date gross charge-offs
$
0
$
0
$
33
$
40
$
3
$
0
$
242
$
318
Total Loans
Pass
$
290,253
$
214,314
$
304,177
$
357,047
$
231,872
$
607,210
$
232,380
$
2,237,253
Special Mention
1,457
909
4,380
17,179
7,321
13,904
2,028
47,178
Substandard
471
13,063
2,099
12,485
11,282
26,465
4,069
69,934
Doubtful
0
0
0
0
0
0
0
0
Total
$
292,181
$
228,286
$
310,656
$
386,711
$
250,475
$
647,579
$
238,477
$
2,354,365
Year-to-date gross charge-offs
$
0
$
0
$
33
$
40
$
336
$
812
$
505
$
1,726
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CITIZENS & NORTHERN CORPORATION – FORM 10-Q
The following tables are a summary of the Corporation’s nonaccrual loans by major categories for the periods indicated.
June 30, 2026
Nonaccrual Loans with
Nonaccrual Loans
Total Nonaccrual
(In Thousands)
No Allowance
with an Allowance
Loans
Commercial real estate - non-owner occupied
$
15,212
$
1,396
$
16,608
Commercial real estate - owner occupied
5,621
489
6,110
All other commercial loans
7,925
3,723
11,648
Residential mortgage loans
4,491
0
4,491
Consumer loans
891
0
891
Total
$
34,140
$
5,608
$
39,748
December 31, 2025
Nonaccrual Loans with
Nonaccrual Loans
Total Nonaccrual
(In Thousands)
No Allowance
with an Allowance
Loans
Commercial real estate - non-owner occupied
$
9,343
$
1,423
$
10,766
Commercial real estate - owner occupied
5,470
485
5,955
All other commercial loans
7,609
3,493
11,102
Residential mortgage loans
4,324
0
4,324
Consumer loans
689
0
689
Total
$
27,435
$
5,401
$
32,836
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
Three Months Ended
Six Months Ended
Six Months Ended
(In Thousands)
June 30, 2026
June 30, 2025
June 30, 2026
June 30, 2025
Commercial real estate - non-owner occupied
$
0
$
0
$
99
$
0
Commercial real estate - owner occupied
0
51
5
51
All other commercial loans
24
0
32
0
Residential mortgage loans
4
3
9
8
Consumer loans
6
0
7
0
Total
$
34
$
54
$
152
$
59
The Corporation has certain loans for which repayment is dependent upon the operation or sale of collateral, as the borrower is experiencing financial difficulty. The underlying collateral can vary based upon the type of loan. 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. Typically, owner occupied commercial real estate loans are secured by office buildings, warehouses, manufacturing facilities and other commercial and industrial properties occupied by operating companies. Non-owner occupied commercial real estate loans are generally secured by office buildings and complexes, retail facilities, multifamily complexes, land under development, industrial properties, as well as other commercial or industrial real estate.
● All other commercial loans include loans typically secured by business assets, including inventory, equipment and receivables. This category also included commercial construction and land loans and some commercial lines of credit that are secured by real estate.
● Residential mortgage loans are typically secured by first mortgages, and, in some cases, could be secured by a second mortgage.
● Consumer loans are generally secured by automobiles, motorcycles, recreational vehicles and other personal property. Some consumer loans are unsecured and have no underlying collateral.
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CITIZENS & NORTHERN CORPORATION – FORM 10-Q
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:
June 30, 2026
December 31, 2025
Amortized
Amortized
(In Thousands)
Cost
Allowance
Cost
Allowance
Commercial real estate - non-owner occupied
$
16,719
$
140
$
10,876
$
140
Commercial real estate - owner occupied
6,447
261
6,325
266
All other commercial loans
15,077
2,235
14,551
2,366
Residential mortgage loans
371
0
350
0
Consumer loans
249
0
326
0
Total
$
38,863
$
2,636
$
32,428
$
2,772
Allowance for Credit Losses
The allowance for credit losses (“ACL”) on loans represents management’s estimate of lifetime credit losses inherent in loans as of the consolidated balance sheet date. The ACL on loans includes two primary components: (i) an allowance established on loans which share similar risk characteristics which are collectively evaluated for credit losses, and (ii) an allowance established on loans which do not share similar risk characteristics with any loan segment and which are individually evaluated for credit losses.
Management determines the ACL on loans that are collectively evaluated by considering the following: (a) the weighted-average remaining maturity (WARM) method is used to estimate credit losses, based on the Corporation’s historical loss experience, for pools of loans with similar risk and cash flow characteristics; (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 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.
Commercial
Commercial
All
real estate -
real estate -
other
Residential
nonowner
owner
commercial
mortgage
Consumer
(In Thousands)
occupied
occupied
loans
loans
loans
Total
Balance, March 31, 2026
$
20,769
$
3,599
$
6,416
$
2,657
$
391
$
33,832
Charge-offs
0
0
( 224 )
0
( 76 )
( 300 )
Recoveries
675
0
0
1
27
703
(Credit) provision for credit losses on loans
( 1,721 )
( 125 )
109
12
73
( 1,652 )
Balance, June 30, 2026
$
19,723
$
3,474
$
6,301
$
2,670
$
415
$
32,583
Commercial
Commercial
All
real estate -
real estate -
other
Residential
nonowner
owner
commercial
mortgage
Consumer
(In Thousands)
occupied
occupied
loans
loans
loans
Total
Balance, December 31, 2025
$
19,462
$
4,086
$
5,505
$
1,629
$
366
$
31,048
Charge-offs
( 10,452 )
0
( 491 )
0
( 190 )
( 11,133 )
Recoveries
675
0
1
1
51
728
Provision (credit) for credit losses on loans
10,038
( 612 )
1,286
1,040
188
11,940
Balance, June 30, 2026
$
19,723
$
3,474
$
6,301
$
2,670
$
415
$
32,583
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CITIZENS & NORTHERN CORPORATION – FORM 10-Q
Commercial
Commercial
All
real estate -
real estate -
other
Residential
nonowner
owner
commercial
mortgage
Consumer
(In Thousands)
occupied
occupied
loans
loans
loans
Total
Balance, March 31, 2025
$
12,060
$
2,769
$
3,594
$
1,281
$
468
$
20,172
Charge-offs
( 9 )
0
( 541 )
( 5 )
( 27 )
( 582 )
Recoveries
0
0
1
1
32
34
Provision (credit) for credit losses on loans
1,042
286
837
37
( 127 )
2,075
Balance, June 30, 2025
$
13,093
$
3,055
$
3,891
$
1,314
$
346
$
21,699
Commercial
Commercial
All
real estate -
real estate -
other
Residential
nonowner
owner
commercial
mortgage
Consumer
(In Thousands)
occupied
occupied
loans
loans
loans
Total
Balance, December 31, 2024
$
11,964
$
2,844
$
3,361
$
1,356
$
510
$
20,035
Charge-offs
( 9 )
0
( 541 )
( 5 )
( 144 )
( 699 )
Recoveries
0
0
2
2
56
60
Provision (credit) for credit losses on loans
1,138
211
1,069
( 39 )
( 76 )
2,303
Balance, June 30, 2025
$
13,093
$
3,055
$
3,891
$
1,314
$
346
$
21,699
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 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 December 31, 2025.
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 and June 30, 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 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”). 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
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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
The Corporation closely monitors the performance of the loans that are modified to borrowers experiencing financial difficulty to understand the effectiveness of its modification efforts. 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 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)
June 30, 2025
Current or Past Due Less than 30 Days
30-89 Days Past Due
90+ Days Past Due
Total
Commercial real estate - non-owner occupied
$
2,585
$
0
$
0
$
2,585
Commercial real estate - owner occupied
217
0
0
217
Total
$
2,802
$
0
$
0
$
2,802
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:
(In Thousands)
June 30,
December 31,
2026
2025
Foreclosed residential real estate
$
25
$
33
The amortized cost of consumer mortgage loans secured by residential real properties for which formal foreclosure proceedings were in process is as follows:
(In Thousands)
June 30,
December 31,
2026
2025
Residential real estate in process of foreclosure
$
371
$
433
The Corporation is a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financial needs of its customers. These financial instruments include commitments to extend credit and standby letters of credit. The contract amounts of these financial instruments at June 30, 2026 and December 31, 2025 were as follows:
June 30,
December 31,
(In Thousands)
2026
2025
Commitments to extend credit
$
474,891
$
506,996
Standby letters of credit
62,133
58,914
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
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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 (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 $ 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)
June 30, 2026
June 30, 2025
June 30, 2026
June 30, 2025
Beginning Balance
$
1,039
$
463
$
1,029
$
455
(Credit) provision for unfunded commitments
( 194 )
279
( 184 )
287
Ending Balance, June 30
$
845
$
742
$
845
$
742
8. 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 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.
Information related to core deposit intangibles is as follows:
(In Thousands)
June 30,
December 31,
2026
2025
Gross amount
$
17,329
17,329
Accumulated amortization
( 7,385 )
( 5,756 )
Net
$
9,944
$
11,573
Amortization expense related to core deposit intangibles is included in other noninterest expense in the consolidated statements of income, as follows:
(In Thousands)
Three Months Ended
Six Months Ended
June 30,
June 30,
June 30,
June 30,
2026
2025
2026
2025
Amortization expense
$
814
$
106
$
1,629
$
212
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.
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CITIZENS & NORTHERN CORPORATION – FORM 10-Q
9. BORROWED FUNDS
SHORT-TERM BORROWINGS
Short-term borrowings (initial maturity within one year) include the following:
(In Thousands)
June 30,
December 31,
2026
2025
FHLB-Pittsburgh borrowings
$
14,260
$
27,000
Customer repurchase agreements
383
1,618
Total short-term borrowings
$
14,643
$
28,618
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 %.
The Corporation engages in repurchase agreements with certain commercial customers. 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 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 $ 20,111,000 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 June 30, 2026 and December 31, 2025. These lines of credit are primarily unsecured. 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 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 $ 26,330,000 at June 30, 2026 and $ 26,947,000 at December 31, 2025.
LONG-TERM BORROWINGS – FHLB ADVANCES
Long-term borrowings from FHLB-Pittsburgh were as follows:
(In Thousands)
June 30,
December 31,
2026
2025
Loans maturing in 2026 with a weighted-average rate of 4.79 %
24,421
48,018
Loans maturing in 2027 with a weighted-average rate of 3.98 %
55,583
34,571
Loans maturing in 2028 with a weighted-average rate of 4.15 %
32,069
26,027
Loans maturing in 2029 with a weighted-average rate of 4.35 %
18,319
12,319
Total long-term FHLB-Pittsburgh borrowings
$
130,392
$
120,935
Note: Weighted-average rates are presented as of June 30, 2026.
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CITIZENS & NORTHERN CORPORATION – FORM 10-Q
SENIOR NOTES
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 . 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 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.
The Subordinated Notes are not subject to redemption at the option of the holders. 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. 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 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)
June 30,
December 31,
2026
2025
Agreements with a par value of $ 25,000,000 ; maturing in June 2031 and redeemable at par on or after June 1, 2026
$
25,000
$
24,949
Total carrying value
$
25,000
$
24,949
10. STOCK-BASED COMPENSATION PLANS
The Corporation has a stock incentive plan for selected officers and the independent directors. 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:
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CITIZENS & NORTHERN CORPORATION – FORM 10-Q
(Dollars in Thousands)
Aggregate
Grant
Date
Number of
Fair
Shares
Value
Six Months Ended June 30, 2026 awards:
Time-based awards to independent directors
9,720
$
225
Time-based awards to employees
64,479
1,410
Performance-based awards to employees
21,246
464
Total
95,445
$
2,099
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 $ 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.
11. 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 will not be materially affected by the outcome of these legal proceedings.
12. DERIVATIVE FINANCIAL INSTRUMENTS
The Corporation is a party to derivative financial instruments. 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.
Interest rate swaps with commercial loan banking customers were executed to facilitate their respective risk management strategies. Under the terms of these arrangements, the commercial banking customers effectively exchanged their floating interest rate exposures on loans into fixed interest rate exposures. Those interest rate swaps have been simultaneously economically hedged by offsetting interest rate swaps with a third party, such that the Corporation has effectively exchanged its fixed interest rate exposures for floating rate exposures. These derivatives are not designated as hedges and are not speculative. Rather, these derivatives result from a service provided to certain customers. 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 $ 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 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.
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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 June 30, 2026
At December 31, 2025
Asset Derivatives
Liability Derivatives
Asset Derivatives
Liability Derivatives
Notional
Fair
Notional
Fair
Notional
Fair
Notional
Fair
Amount
Value (1)
Amount
Value (2)
Amount
Value (1)
Amount
Value (2)
Interest rate swap agreements
$
64,773
$
1,057
$
64,773
$
1,057
$
68,388
$
1,318
$
68,388
$
1,318
RPA Out
6,751
0
0
0
6,823
2
0
0
RPA In
0
0
13,318
1
0
0
13,660
5
(1) Included in other assets in the consolidated balance sheets.
(2) Included in accrued interest and other liabilities in the consolidated balance sheets.
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. 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.
13. FAIR VALUE MEASUREMENTS AND FAIR VALUES OF FINANCIAL INSTRUMENTS
The Corporation measures certain assets and liabilities at fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. FASB Topic 820, “Fair Value Measurements and Disclosures” establishes a framework for measuring fair value that includes a hierarchy used to classify the inputs used in measuring fair value. The hierarchy prioritizes the inputs used in determining valuations into three levels. 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:
Level 1 – Fair value is based on unadjusted quoted prices in active markets that are accessible to the Corporation for identical assets or liabilities. These generally provide the most reliable evidence and are used to measure fair value whenever available.
Level 2 – Fair value is based on significant inputs, other than Level 1 inputs, that are observable either directly or indirectly for substantially the full term of the asset or liability through corroboration with observable market data. Level 2 inputs include quoted market prices in active markets for similar assets or liabilities, quoted market prices in markets that are not active for identical or similar assets or liabilities and other observable inputs.
Level 3 – Fair value is based on significant unobservable inputs. Examples of valuation methodologies that would result in Level 3 classification include option pricing models, discounted cash flows and other similar techniques.
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.
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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
Other Observable
Unobservable
in Active Markets
Inputs
Inputs
Total
(In Thousands)
(Level 1)
(Level 2)
(Level 3)
Fair Value
Recurring fair value measurements, assets:
AVAILABLE-FOR-SALE DEBT SECURITIES:
Obligations of the U.S. Treasury
$
7,433
$
0
$
0
$
7,433
Obligations of U.S. Government agencies
0
10,017
0
10,017
Bank holding company debt securities
0
38,857
0
38,857
Obligations of states and political subdivisions:
Tax-exempt
0
95,961
0
95,961
Taxable
0
43,854
0
43,854
Mortgage-backed securities issued or guaranteed by U.S. Government agencies or sponsored agencies:
Residential pass-through securities
0
144,681
0
144,681
Residential collateralized mortgage obligations
0
56,477
0
56,477
Commercial mortgage-backed securities
0
91,539
0
91,539
Asset-backed securities,
Collateralized loan obligations
0
8,010
0
8,010
Total available-for-sale debt securities
7,433
489,396
0
496,829
Marketable equity security
881
0
0
881
Servicing rights
0
0
3,864
3,864
Interest rate swap agreements, assets
0
1,057
0
1,057
Total recurring fair value measurements, assets
$
8,314
$
490,453
$
3,864
$
502,631
Recurring fair value measurements, liabilities:
RPA In
$
0
$
1
$
0
$
1
Interest rate swap agreements, liabilities
0
1,057
0
1,057
Total recurring fair value measurements, liabilities
$
0
$
1,058
$
0
$
1,058
Nonrecurring fair value measurements, assets:
Loans individually evaluated for credit loss, net
$
0
$
0
$
2,972
$
2,972
Foreclosed assets held for sale
0
0
181
181
Total nonrecurring fair value measurements, assets
$
0
$
0
$
3,153
$
3,153
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CITIZENS & NORTHERN CORPORATION – FORM 10-Q
December 31, 2025
Quoted Prices
Other Observable
Unobservable
in Active Markets
Inputs
Inputs
Total
(In Thousands)
(Level 1)
(Level 2)
(Level 3)
Fair Value
Recurring fair value measurements, assets:
AVAILABLE-FOR-SALE DEBT SECURITIES:
Obligations of the U.S. Treasury
$
7,482
$
0
$
0
$
7,482
Obligations of U.S. Government agencies
0
10,749
0
10,749
Bank holding company debt securities
0
34,076
0
34,076
Obligations of states and political subdivisions:
Tax-exempt
0
98,359
0
98,359
Taxable
0
44,152
0
44,152
Mortgage-backed securities issued or guaranteed by U.S. Government agencies or sponsored agencies:
Residential pass-through securities
0
143,921
0
143,921
Residential collateralized mortgage obligations
0
63,707
0
63,707
Commercial mortgage-backed securities
0
92,631
0
92,631
Private label commercial mortgage-backed securities
0
3,489
0
3,489
Asset-backed securities,
Collateralized loan obligations
0
8,009
0
8,009
Total available-for-sale debt securities
7,482
499,093
0
506,575
Marketable equity security
890
0
0
890
Servicing rights
0
0
3,893
3,893
RPA Out
0
2
0
2
Interest rate swap agreements, assets
0
1,318
0
1,318
Total recurring fair value measurements, assets
$
8,372
$
500,413
$
3,893
$
512,678
Recurring fair value measurements, liabilities,
RPA In
$
0
$
5
$
0
$
5
Interest rate swap agreements, liabilities
0
1,318
0
1,318
Total recurring fair value measurements, liabilities
$
0
$
1,323
$
0
$
1,323
Nonrecurring fair value measurements, assets:
Loans individually evaluated for credit loss, net
$
0
$
0
$
2,629
$
2,629
Foreclosed assets held for sale
0
0
189
189
Total nonrecurring fair value measurements, assets
$
0
$
0
$
2,818
$
2,818
Level 2 valuation techniques used to measure fair value for the financial instruments in the preceding tables are as follows:
Available-for-sale debt securities - Level 2 debt securities are valued by a third-party pricing service. The pricing service uses pricing models that vary based on asset class and incorporate available market information, including quoted prices of investment securities with similar characteristics. Because many fixed income securities do not trade on a daily basis, pricing models use available information, as applicable, through processes such as benchmark yield curves, benchmarking of like securities, sector groupings and matrix pricing.
Derivative instruments - Interest rate SWAP agreements, RPA Out and RPA In - The fair value of derivatives are based on valuation models using observable market data as of the measurement date, valued by a third-party pricing service using quantitative models that utilize multiple market inputs. The inputs include prices and indices to generate continuous yield or pricing curves, estimates of current and potential future credit exposure and calculated discounted cash flow factors to value the position. The majority of market inputs are actively quoted and can be validated through external sources, including brokers, market transactions and third-party pricing services.
Management’s evaluation and selection of valuation techniques and the unobservable inputs used in determining the fair values of assets valued using Level 3 methodologies include sensitive assumptions. Other market participants might use substantially different assumptions, which could result in calculations of fair values that would be substantially different than the amount calculated by management.
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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
6/30/2026
Valuation
Unobservable
Method or Value As of
Asset
(In Thousands)
Technique
Input(s)
6/30/2026
Servicing rights
$
3,864
Discounted cash flow
Discount rate
13
%
Rate used through modeling period
Loan prepayment speeds
131
%
Weighted-average PSA
Fair Value at
12/31/2025
Valuation
Unobservable
Method or Value As of
Asset
(In Thousands)
Technique
Input(s)
12/31/2025
Servicing rights
$
3,893
Discounted cash flow
Discount rate
13
%
Rate used through modeling period
Loan prepayment speeds
124
%
Weighted-average PSA
The fair value of servicing rights is affected by expected future interest rates. Increases (decreases) in future expected interest rates tend to increase (decrease) the fair value of the Corporation’s servicing rights because of changes in expected prepayment behavior by the borrowers on the underlying loans.
Following is a reconciliation of activity for Level 3 assets measured at fair value on a recurring basis:
(In Thousands)
Three Months Ended
Six Months Ended
June 30, 2026
June 30, 2025
June 30, 2026
June 30, 2025
Servicing rights balance, beginning of period
$
3,813
$
2,767
$
3,893
$
2,782
Originations of servicing rights
141
84
233
138
Unrealized loss included in earnings
( 90 )
( 32 )
( 262 )
( 101 )
Servicing rights balance, end of period
$
3,864
$
2,819
$
3,864
$
2,819
Loans are individually evaluated for credit loss when they do not share similar risk characteristics as similar loans within its loan pool. Foreclosed assets held for sale consist of real estate acquired by foreclosure. For individually evaluated loans secured by real estate and foreclosed assets held for sale, estimated fair values are determined primarily using values from third-party appraisals. Appraised values are discounted to arrive at the estimated selling price of the collateral, which is considered to be the estimated fair value. The discounts also include estimated costs to sell the property. 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).
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)
Range (Weighted
Valuation
Average)
Balance at
Allowance at
Fair Value at
Valuation
Unobservable
Discount at
Asset
6/30/2026
6/30/2026
6/30/2026
Technique
Inputs
6/30/2026
Loans individually evaluated for credit loss:
Commercial real estate - nonowner occupied
$
1,396
$
140
$
1,256
Sales comparison
Discount to appraised value
18 %- 77 % ( 66 )
%
Commercial real estate - owner occupied
489
261
228
Sales comparison
Discount to appraised value
31 % ( 31 )
%
All other commercial Loans
3,723
2,235
1,488
Sales comparison
Discount to appraised value
0 %- 100 % ( 81 )
%
Total loans individually evaluated for credit loss
$
5,608
$
2,636
$
2,972
Foreclosed assets held for sale - real estate:
Residential (1-4 family)
$
25
$
0
$
25
Sales comparison
Discount to appraised value
62 % ( 62 )
%
Commercial real estate
156
0
156
Sales comparison
Discount to appraised value
34 % ( 34 )
%
Total foreclosed assets held for sale
$
181
$
0
$
181
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CITIZENS & NORTHERN CORPORATION – FORM 10-Q
(Dollars In Thousands)
Range (Weighted
Valuation
Average)
Balance at
Allowance at
Fair Value at
Valuation
Unobservable
Discount at
Asset
12/31/2025
12/31/2025
12/31/2025
Technique
Inputs
12/31/2025
Loans individually evaluated for credit loss:
Commercial real estate - nonowner occupied
$
1,423
$
140
$
1,283
Sales comparison
Discount to appraised value
18 %- 77 % ( 66 )
%
Commercial real estate - owner occupied
485
266
219
Sales comparison
Discount to appraised value
34 % ( 34 )
%
All other commercial Loans
3,493
2,366
1,127
Sales comparison
Discount to appraised value
0 %- 100 % ( 82 )
%
Total loans individually evaluated for credit loss
$
5,401
$
2,772
$
2,629
Foreclosed assets held for sale - real estate:
Residential (1-4 family)
$
33
$
0
$
33
Sales comparison
Discount to appraised value
62 %- 84 % ( 72 )
%
Commercial real estate
156
0
156
Sales comparison
Discount to appraised value
18 %- 77 % ( 34 )
%
Total foreclosed assets held for sale
$
189
$
0
$
189
Certain of the Corporation’s financial instruments are not measured at fair value in the consolidated financial statements. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. Accordingly, the fair value estimates may not be realized in an immediate settlement of the instrument. Certain financial instruments and all nonfinancial instruments are excluded from disclosure requirements. Therefore, the aggregate fair value amounts presented may not represent the underlying fair value of the Corporation.
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)
Fair Value
June 30, 2026
December 31, 2025
Hierarchy
Carrying
Fair
Carrying
Fair
Level
Amount
Value
Amount
Value
Financial assets:
Cash and cash equivalents
Level 1
$
81,437
$
81,437
$
44,706
$
44,706
Certificates of deposit
Level 2
1,100
1,095
1,350
1,331
Restricted equity securities (included in other assets)
N/A
28,068
28,068
26,623
26,623
Loans, net
Level 3
2,316,264
2,261,928
2,323,317
2,261,934
Accrued interest receivable
Level 2
10,941
10,941
11,594
11,594
Financial liabilities:
Deposits with no stated maturity
Level 2
2,030,520
2,030,520
1,958,011
1,958,011
Time deposits
Level 2
573,215
570,767
606,705
603,494
Short-term borrowings
Level 2
14,643
14,634
28,618
28,618
Long-term borrowings - FHLB advances
Level 2
130,392
130,299
120,935
122,211
Senior notes, net
Level 2
0
0
14,970
14,751
Subordinated debt, net
Level 2
25,000
24,251
24,949
23,361
Accrued interest payable
Level 2
1,391
1,391
1,744
1,744
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CITIZENS & NORTHERN CORPORATION – FORM 10-Q
14. SEGMENT REPORTING
The Corporation’s one reportable segment is determined by the President and Chief Executive Officer, who is the designated chief operating decision maker, based upon information provided about the Corporation’s products and services offered, primarily community banking operations. The chief operating decision maker uses consolidated net income to assess performance by comparing it to and monitoring it against budget and prior year results. In addition, the chief operating decision maker uses the consolidated net income to benchmark the Corporation against its competitors. This information is used to manage resources to drive business and net earnings growth, including investment in key strategic priorities, as well as determine the Corporation's ability to return capital to shareholders. Loans, investments, deposits and assets held in a fiduciary or custodial capacity provide the revenues 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.
Segment performance is evaluated using consolidated net income.
Three Months Ended
Six Months Ended
(In Thousands)
June 30, 2026
June 30, 2025
June 30, 2026
June 30, 2025
Interest income
$
41,566
$
32,454
$
82,154
$
64,163
Interest expense
11,948
11,312
24,082
23,046
Net interest income
29,618
21,142
58,072
41,117
(Credit) provision for credit losses
( 1,846 )
2,354
11,756
2,590
Net interest income after (credit) provision for credit losses
31,464
18,788
46,316
38,527
Other income:
Other noninterest income
9,799
8,142
17,968
15,150
Realized gains on available-for-sale debt securities, net
1
0
27
0
Total noninterest income
9,800
8,142
17,995
15,150
Other noninterest expense:
Salaries and employee benefits
13,197
11,067
26,398
22,826
Other segment expenses (1)
10,642
8,331
20,153
15,615
Total noninterest expense
23,839
19,398
46,551
38,441
Income before income tax provision
17,425
7,532
17,760
15,236
Income tax provision
3,368
1,415
3,430
2,826
NET INCOME
$
14,057
$
6,117
$
14,330
$
12,410
(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.
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.