Item 2. Management’s Discussion and Analysis
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Certain statements in this section and elsewhere in this Quarterly Report on Form 10-Q are forward-looking statements for purposes of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended. Such forward-looking statements may include financial and other projections as well as statements regarding the Corporation that may include future plans, objectives, performance, revenues, growth, profits, operating expenses or the Corporation’s underlying assumptions. Citizens & Northern Corporation and its wholly-owned subsidiaries (collectively, the “Corporation”) intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Reform Act of 1995. Forward-looking statements are not historical facts, are based on certain assumptions and describe future plans, business objectives and expectations, and are generally identifiable by the use of words such as, “may”, “would”, “will”, “should”, “likely”, “possibly”, “expect”, “anticipate”, “intend”, “pro forma”, “estimate”, “target”, “potentially”, “probably”, “outlook”, “predict”, “contemplate”, “continue”, “strategic”, “objective”, “plan”, “forecast”, “project”, “believe” and “goal” or other similar words, phrases or concepts. Persons reading this document are cautioned that such statements are only predictions, and that the Corporation’s actual future results or performance may be materially different. A number of factors could cause our actual results, events or developments, or industry results, to be materially different from any future results, events or developments expressed, implied or anticipated by such forward-looking statements. In addition to factors previously disclosed in the reports filed by the Corporation with the U.S. Securities and Exchange Commission, including our most recent annual report on Form 10-K and subsequent filings, and those identified elsewhere in this document, the following factors, among others, could cause actual results to differ materially from forward looking statements:
● changes in monetary and fiscal policies of the Federal Reserve Board and the U.S. Government, particularly related to changes in interest rates
● changes in general economic conditions, including unfavorable conditions and trends related to costs of living, unemployment levels, inflation, tariffs and economic growth
● military conflicts including the conflict in the Middle East and the possible expansion of such conflict and the potential geopolitical and economic consequences
● the potential for adverse developments in the banking industry that could have a negative impact on customer confidence
● the possibility that the Corporation’s credit standards and its on-going credit assessment processes might not protect it from significant credit losses
● difficulties in integrating the operations of the former Susquehanna (acquired by the Corporation October 1, 2025)
● legislative or regulatory changes
● downturn in demand for loan, deposit and other financial services in the Corporation’s market area
● increased competition from other banks and non-bank providers of financial services
● technological changes and increased technology-related costs
● information security breaches or other technology difficulties or failures
● changes in, or the application of, U.S GAAP with respect to the presentation of the Corporation’s financial statements
● fraud and cyber malfunction risks as usage of artificial intelligence continues to expand
● integration efforts between the Corporation and Susquehanna may divert the attention of the management teams of the Corporation and Susquehanna and cause a loss in the momentum of their ongoing businesses
● success of the Corporation in Susquehanna’s geographic market area will require the Corporation to attract and retain key personnel in the market and to differentiate the Corporation from its competitors in the market
These risks and uncertainties should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. All forward-looking statements and information made herein are based on management’s current beliefs and assumptions as of the date of filing of this document. The Corporation does not undertake to update forward-looking statements.
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. 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
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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 first six months of 2026.
EARNINGS OVERVIEW
Second Quarter 2026 as Compared to Second Quarter 2025
Second quarter 2026 net income was $14,057,000, or $0.79 per diluted share, as compared to $6,117,000, or $0.40 per diluted share, in the second quarter 2025. Significant variances were as follows:
● Net interest income of $29,618,000 in the second quarter 2026 was $8,476,000 higher than in the second quarter 2025, including the benefit of income from growth in net earning assets resulting from the Susquehanna merger. The net interest margin increased to 4.07% in the second quarter 2026 from 3.52% in the second quarter 2025. The interest rate spread increased 0.71%, as the average yield on earning assets increased 0.31% while the average rate on interest-bearing liabilities decreased 0.40%. Average total earning assets increased $508,544,000 from the second quarter 2025, as average total loans receivable increased $480,770,000, including the impact of loans acquired from Susquehanna, and average available-for-sale debt securities increased $79,739,000 while average interest-bearing due from banks decreased $53,262,000. Average total deposits increased $487,729,000, including the impact of deposits assumed from Susquehanna, while average brokered deposits decreased $8,450,000.
● The credit for credit losses was $1,846,000 in the second quarter 2026 as compared to a provision of $2,354,000 in the second quarter 2025. The credit for credit losses in the second quarter 2026 included the impact on the allowance for credit losses (“ACL”) of changes in qualitative factors, net recoveries of $403,000 and a reduction in loans receivable. The provision in the second quarter 2025 resulted mainly from increases in the ACL related to changes in qualitative factors and an economic forecast. In the second quarter 2026, net recoveries totaled $403,000 or 0.07% (annualized) of average loans receivable compared to net charge-offs of $548,000 or 0.12% (annualized) of average loans receivable in the second quarter 2025. During the second quarter 2026, there was a $675,000 recovery on a loan classified as nonaccrual that was paid off by a borrower through third-party financing. The ACL was 1.39% of gross loans receivable at June 30, 2026, down from 1.42% at March 31, 2026 and up from 1.32% at December 31, 2025 and 1.13% at June 30, 2025.
● Noninterest income of $9,800,000 in the second quarter 2026 increased $1,658,000 from the second quarter 2025 result. Significant variances included the following:
Ø Service charges on deposit accounts of $1,761,000 increased $339,000, reflecting an increase in volume of fees.
Ø Net gains from sale of loans of $608,000 increased $296,000, reflecting an increase in volume of residential mortgage loans sold and includes the impact of $207,000 in net gains from sale of loans primarily attributable to Susquehanna region lending personnel.
Ø Other noninterest income of $2,305,000 increased $275,000, including an increase of $123,000 in dividends on Federal Home Loan Bank of Pittsburgh stock.
Ø Trust revenue of $2,242,000 increased $275,000, consistent with appreciation in the trading prices of many U.S. equity securities and an increase in new business.
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Ø Brokerage and insurance revenue of $816,000 increased $262,000, reflecting an increase in volume of new transactions.
Ø Interchange revenue from debit card transactions of $1,347,000 increased $129,000, including an increase in volume-related incentive income.
● Noninterest expense of $23,839,000 in the second quarter 2026 increased $4,441,000 from the second quarter 2025 result, reflecting the impact of the Susquehanna acquisition. Significant variances included the following:
Ø Salaries and employee benefits expense of $13,197,000 increased $2,130,000, including the impact of the Susquehanna acquisition, while cash and stock-based incentive compensation decreased $225,000.
Ø Other noninterest expense of $4,799,000 increased $1,398,000 from the second quarter 2025 total. Within this category, significant variances included the following:
◾ Core deposit intangible amortization expense increased $708,000, related to core deposits assumed from Susquehanna.
◾ FDIC insurance expense increased $260,000 from the second quarter of 2026, reflecting the impact of the Susquehanna acquisition.
◾ Collection expense, net increased $103,000 to $98,000 for the second quarter 2026 from a credit of $5,000 for the second quarter 2025.
Ø Net occupancy and equipment expense of $1,728,000 was $325,000 higher than in the second quarter 2025, including the impact of the Susquehanna acquisition and increases in snow removal/lawn care, light and power and repairs and maintenance expenses.
Ø Data processing and telecommunications expenses of $2,249,000 were $268,000 higher than in the second quarter 2025, reflecting higher software license expense of $189,000 and higher internet banking expenses of $66,000, primarily related to the Susquehanna acquisition.
● The income tax provision of $3,368,000, or 19.3% of pre-tax income, for the second quarter 2026 increased $1,953,000 from $1,415,000, or 18.8% of pre-tax income, for the second quarter 2025 reflecting an increase in pre-tax income.
Six Months Ended June 30, 2026 as Compared to Six Months Ended June 30, 2025
Net income for the six-month period ended June 30, 2026 was $14,330,000, or $0.81 per diluted share, as compared to $12,410,000, or $0.80 per diluted share, for the first six months of 2025. Significant variances were as follows:
● Net interest income of $58,072,000 in the first six months of 2026 was $16,955,000 higher than in the first six months of 2025, including the benefit of income from growth in net earning assets resulting from the Susquehanna merger. The consolidated net interest margin increased to 4.02% for the six months ended June 30, 2026 from 3.45% for the six months ended June 30, 2025. The interest rate spread increased 0.73%, as the average yield on earning assets increased 0.31% while the average rate on interest-bearing liabilities decreased 0.42%. Average total earning assets increased $507,185,000 as average total loans receivable increased $473,193,000, including the impact of loans acquired from Susquehanna, and average available-for-sale debt securities increased $80,636,000 while average interest-bearing due from banks decreased $47,851,000. Average total deposits increased $493,355,000, including the impact of deposits assumed from Susquehanna, while average brokered deposits decreased $16,347,000.
● For the six months ended June 30, 2026, the provision for credit losses was $11,756,000 as compared to $2,590,000 in 2025. The increase in provision in the six months ended June 30, 2026 was driven by the impact on the ACL of an
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elevated level of net charge-offs and was partially offset by decreases in the ACL related to changes in qualitative factors. Net charge-offs totaled $10,405,000, or 0.88% (annualized) of average loans receivable in the six months ended June 30, 2026 compared to $639,000 or 0.07% (annualized) of average loans receivable in the six months ended June 30, 2025. The significant increase in charge-offs in 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 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 on nonaccrual status as of June 30, 2026 and 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 which was recorded in the first quarter 2026. In the second quarter 2026, the Corporation entered into a forbearance agreement with the borrower. During the second quarter 2026, the borrower made payments consistent with the terms of the forbearance agreement, including payments the Corporation recorded as reductions in the amortized cost basis of the loan totaling $171,000. At June 30, 2026, the amortized cost basis of the loan, net of the partial charge-off, is $5,665,000.
● Noninterest income totaled $17,995,000 in the first six months of 2026, up $2,845,000 from the total for the first six months of 2025. The inclusion of Susquehanna in 2026 contributed significantly to volume-related increases in several categories of noninterest income. Significant variances included the following:
Ø Other noninterest income of $3,891,000 increased $729,000, including a conversion assistance payment of $241,000 related to the integration of former Susquehanna brokerage accounts to the Corporation’s wealth management platform, an increase of $201,000 in dividends on Federal Home Loan Bank of Pittsburgh stock and an increase of $82,000 in credit card interchange fees.
Ø Service charges on deposit accounts of $3,411,000 increased $549,000, reflecting an increase in volume of fees.
Ø Net gains from sale of loans of $978,000 increased $461,000, reflecting an increase in volume of residential mortgage loans sold and includes the impact of $340,000 in net gains from sale of loans primarily attributable to Susquehanna region lending personnel.
Ø Interchange revenue from debit card transactions of $2,614,000 increased $360,000, including an increase in volume-related incentive income.
Ø Brokerage and insurance revenues of $1,404,000 increased $352,000, reflecting an increase in volume of new transactions.
Ø Trust revenue of $4,327,000 increased $258,000, consistent with appreciation in the trading prices of many U.S. equity securities and an increase in new business.
● Noninterest expense totaled $46,551,000 for the first six months of 2026, an increase of $8,110,000 from the total for the first six months of 2025. The inclusion of Susquehanna in 2026 contributed to volume-related increases in several categories of noninterest expense. Significant variances included the following:
Ø Salaries and employee benefits expense of $26,398,000 increased $3,572,000, including the impact of the Susquehanna acquisition. Health insurance costs increased $608,000, or 32%, due to an increase in claims on the partially self-insured plan while cash and stock-based incentive compensation decreased $503,000.
Ø Other noninterest expense of $8,163,000 increased $2,408,000. Within this category, significant variances included the following:
◾ Core deposit intangible amortization expense increased $1,417,000, including $1,431,000 related to core deposits assumed from Susquehanna.
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◾ FDIC insurance expense increased $503,000 from 2025, reflecting the impact of the Susquehanna acquisition.
Ø Net occupancy and equipment expense was $757,000 higher than in 2025, including $412,000 related to the Susquehanna acquisition and increases in snow removal/lawn care, light and power and repairs and maintenance.
Ø Data processing expense was $646,000 higher than in 2025 reflecting higher software license expense of $368,000 and higher internet banking expenses of $236,000, mainly due to the Susquehanna acquisition.
Ø Professional fees increased $360,000, including an increase in employment search firm fees.
Ø ATM and interchange expenses increased $328,000, reflecting the impact of the Susquehanna acquisition.
● The income tax provision of $3,430,000, or 19.3% of pre-tax income, for 2026 increased $604,000 from $2,826,000, or 18.5% of pre-tax income, for 2025 reflecting an increase in pre-tax income for 2026 .
TABLE I – QUARTERLY FINANCIAL DATA
(Dollars In Thousands,
For the Three Months Ended :
Except Per Share Data)
June 30,
March 31,
December 31,
September 30,
June 30,
(Unaudited)
2026
2026
2025
2025
2025
Interest and dividend income
$
41,566
$
40,588
$
41,404
$
33,650
$
32,454
Interest expense
11,948
12,134
12,931
11,387
11,312
Net interest income
29,618
28,454
28,473
22,263
21,142
(Credit) provision for credit losses
(1,846)
13,602
1,320
2,163
2,354
Net interest income after (credit) provision for credit losses
31,464
14,852
27,153
20,100
18,788
Noninterest income
9,800
8,195
8,398
7,304
8,142
Merger-related expenses
0
0
6,891
882
167
Other noninterest expenses
23,839
22,712
23,268
18,507
19,231
Income before income tax provision
17,425
335
5,392
8,015
7,532
Income tax provision
3,368
62
926
1,464
1,415
Net income
$
14,057
$
273
$
4,466
$
6,551
$
6,117
Net income attributable to common shares
$
14,057
$
273
$
4,437
$
6,498
$
6,068
Basic and diluted earnings per common share
$
0.79
$
0.02
$
0.25
$
0.42
$
0.40
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NONINTEREST INCOME
TABLE II – COMPARISON OF NONINTEREST INCOME
(Dollars in Thousands)
Three Months Ended
June 30,
$
%
2026
2025
Change
Change
Trust revenue
$
2,242
$
1,967
$
275
14.0
%
Brokerage and insurance revenue
816
554
262
47.3
%
Service charges on deposit accounts
1,761
1,422
339
23.8
%
Interchange revenue from debit card transactions
1,347
1,218
129
10.6
%
Net gains from sales of loans
608
312
296
94.9
%
Loan servicing fees, net
193
173
20
11.6
%
Increase in cash surrender value of life insurance
527
466
61
13.1
%
Other noninterest income
2,305
2,030
275
13.5
%
Realized gains on available-for-sale debt securities, net
1
0
1
N/M
Total noninterest income
$
9,800
$
8,142
$
1,658
20.4
%
(Dollars in Thousands)
Six Months Ended
June 30,
$
%
2026
2025
Change
Change
Trust revenue
$
4,327
$
4,069
$
258
6.3
%
Brokerage and insurance revenue
1,404
1,052
352
33.5
%
Service charges on deposit accounts
3,411
2,862
549
19.2
%
Interchange revenue from debit card transactions
2,614
2,254
360
16.0
%
Net gains from sales of loans
978
517
461
89.2
%
Loan servicing fees, net
301
311
(10)
(3.2)
%
Increase in cash surrender value of life insurance
1,042
923
119
12.9
%
Other noninterest income
3,891
3,162
729
23.1
%
Realized gains on available-for-sale debt securities, net
27
0
27
N/M
Total noninterest income
$
17,995
$
15,150
$
2,845
18.8
%
N/M Not Meaningful
NONINTEREST EXPENSE
TABLE III - COMPARISON OF NONINTEREST EXPENSE
(Dollars in Thousands)
Three Months Ended
June 30,
$
%
2026
2025
Change
Change
Salaries and employee benefits
$
13,197
$
11,067
$
2,130
19.2
%
Net occupancy and equipment expense
1,728
1,403
325
23.2
%
Data processing and telecommunications expense
2,249
1,981
268
13.5
%
Automated teller machine and interchange expense
535
403
132
32.8
%
Pennsylvania shares tax
587
470
117
24.9
%
Professional fees
744
506
238
47.0
%
Other noninterest expense
4,799
3,401
1,398
41.1
%
Total noninterest expense, excluding merger-related expenses
$
23,839
$
19,231
$
4,608
24.0
%
Merger-related expenses
0
167
(167)
0.0
%
Total noninterest expense
$
23,839
$
19,398
$
4,441
22.9
%
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(Dollars in Thousands)
Six Months Ended
June 30,
$
%
2026
2025
Change
Change
Salaries and employee benefits
26,398
$
22,826
$
3,572
15.6
%
Net occupancy and equipment expense
3,619
2,862
757
26.5
%
Data processing and telecommunications expense
4,698
4,052
646
15.9
%
Automated teller machine and interchange expense
1,118
790
328
41.5
%
Pennsylvania shares tax
1,172
966
206
21.3
%
Professional fees
1,383
1,023
360
35.2
%
Other noninterest expense
8,163
5,755
2,408
41.8
%
Total noninterest expense, excluding merger-related expenses
46,551
38,274
8,277
21.6
%
Merger-related expenses
0
167
(167)
(100.0)
%
Total noninterest expense
$
46,551
$
38,441
$
8,110
21.1
%
Additional detailed information concerning fluctuations in the Corporation’s earnings results and other financial information are provided in other sections of Management’s Discussion and Analysis.
CRITICAL ACCOUNTING POLICIES
The presentation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect many of the reported amounts and disclosures. Actual results could differ from these estimates.
Business Combinations – The Corporation accounts for its mergers and acquisitions using the acquisition method of accounting under the provisions of FASB ASC Topic 805 ("ASC 805"), Business Combinations. Under ASC 805, the assets acquired, including identified intangible assets such as core deposit intangibles and liabilities assumed in a business combination are recognized at their acquisition-date fair value, while transaction costs and restructuring costs associated with the business combination are expensed as incurred. The excess of the merger consideration over the fair value of assets acquired and liabilities assumed, if any, is allocated to goodwill.
The valuations are based upon management’s assumptions of future growth rates, future attrition, discount rates and other relevant factors, which involves a significant level of estimation and uncertainty. In addition, management engaged independent third-party specialists to assist in the development of the fair values of the acquired assets and assumed liabilities. The preliminary estimates of fair values may be adjusted for a period of time subsequent to the acquisition date if new information is obtained about facts and circumstances that existed as of the merger date that, if known, would have affected the measurement of the amounts recognized as of that date. Adjustments would be recorded to goodwill during the current reporting period.
Examples of the impacted acquired assets and assumed liabilities include loans, deposits, identifiable intangible assets and certain other assets and liabilities.
For acquired loans at the merger date, management evaluated and classified loans based upon whether the loans had experienced a more-than-insignificant amount of credit deterioration since origination. To determine the fair value of the loans, significant estimates and assumptions were applied, including projected cash flows, discount rates, repayment speeds, credit loss severity rates, default rates and realizable collateral values. In November 2025, the Financial Accounting Standards Board issued Accounting Standards Update 2025-08, Financial Instruments – Credit Losses (“ASU 2025-08”). The Corporation adopted ASU 2025-08 in accounting for the Susquehanna acquisition. Consistent with ASU 2025-08, the Corporation recorded loans receivable at fair value plus an allowance for credit losses of $7.1 million, including allowances totaling $2.6 million on loans with more than insignificant deterioration in credit quality subsequent to origination (“PCD”) loans and an allowance of $4.5 million on non-PCD loans at acquisition.
Allowance for Credit Losses on Loans – A material estimate that is particularly susceptible to significant change is the determination of the allowance for credit losses (ACL) on loans. The Corporation maintains an ACL on loans which represents management’s estimate of expected net charge-offs over the life of the loans. The ACL includes two primary components: (i) an allowance established on loans which share similar risk characteristics collectively evaluated for credit losses (collective basis), 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 (individual basis). Management considers the determination of the ACL on loans to be critical because it requires significant judgment
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regarding estimates of expected credit losses based on the Corporation’s historical loss experience, current conditions and economic forecasts. Management’s evaluation is based upon a continuous review of the Corporation’s loans, with consideration given to evaluations resulting from examinations performed by regulatory authorities. Note 7 to the unaudited consolidated financial statements provides an overview of the process management uses for determining the ACL, and additional discussion of the ACL is provided in a separate section below of Management’s Discussion and Analysis.
The ACL may increase or decrease due to changes in economic conditions affecting borrowers and macroeconomic variables, including new information regarding existing problem loans, identification of additional problem loans, changes in the fair value of underlying collateral, unforeseen events such as natural disasters and pandemics, and other factors. Because current economic conditions and forecasts can change and future events are inherently difficult to predict, the anticipated amount of estimated credit losses on loans, and therefore the appropriateness of the ACL, could change significantly.
The allowance for credit losses is adjusted by qualitative factors to capture current economic conditions and risk characteristics not fully reflected in historical data. During the three months ended 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.
NET INTEREST INCOME
The Corporation’s primary source of operating income is net interest income, which is equal to the difference between the amounts of interest income and interest expense. Tables IV, V and VI include information regarding the Corporation’s net interest income for the three-month and six-month periods ended June 30, 2026 and 2025. In each of these tables, the amounts of interest income earned on tax-exempt securities and loans have been adjusted to a fully taxable-equivalent basis. Management believes presentation of net interest income on a fully taxable-equivalent basis, which is a non-U.S. GAAP financial measure, provides investors with meaningful information for purposes of comparing returns on tax-exempt securities and loans with returns on taxable securities and loans. Accordingly, the amount of net interest income on a fully taxable-equivalent basis reflected in these tables exceed the net interest income amounts presented in the consolidated financial statements. A reconciliation of net interest income on a fully taxable-equivalent basis to the closest U.S. GAAP financial measure is included with Table IV. The discussion that follows is based on amounts in the related tables.
Three-Month Periods Ended June 30, 2026 and 2025
Fully taxable equivalent net interest income (a non-U.S. GAAP measure) was $29,855,000 in the second quarter of 2026, $8,493,000 (39.8%) higher than in the second quarter of 2025, including the benefit of income from growth in net earning assets resulting from the Susquehanna merger. As presented in Table VI, the net impact of changes in volume increased net interest income by $6,058,000 in the second quarter 2026 as compared to second quarter 2025 and changes in interest rates increased net interest income by $2,435,000 in the second quarter 2026 as compared to second quarter 2025. The increase in net interest income reflected an increase in interest income of $9,129,000 and an increase in interest expense of $636,000. As presented in Table V, the Net Interest Margin was 4.07% in the second quarter 2026 as compared to 3.52% in the second quarter 2025, and the “Interest Rate Spread” (excess of average rate of return on earning assets over average cost of funds on interest-bearing liabilities) increased to 3.55% in 2026 from 2.84% in 2025. The average yield on earning assets of 5.70% was 0.31% higher in 2026 compared to 2025, and the average rate on interest-bearing liabilities of 2.15% in 2026 was 0.40% lower. Accretion of acquisition accounting valuation adjustments related to the Susquehanna merger had a positive impact of $416,000 including accretion of $379,000 on loans and $37,000 on time deposits.
INTEREST INCOME AND EARNING ASSETS
Interest income totaled $41,803,000 in 2026, an increase of $9,129,000, or 27.9%, from 2025.
Interest and fees from loans receivable increased $8,568,000 in 2026 as compared to 2025. In 2026, the fully taxable equivalent yield on loans was 6.29%, up from 6.07% in 2025, r eflecting the effects of loans acquired from Susquehanna and valued based on current market yields as of October 1, 2025 as well as gradual paydowns on loans originated prior to interest rates rising in 2022 and 2023 with more recent loans originated at higher market rates . Average outstanding loans receivable increased $480,770,000 (25.3%) to $2,382,190,000 in 2026 from $1,901,420,000 in 2025 including the impact of the Susquehanna acquisition as well as organic growth.
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Interest income from available-for-sale debt securities, on a fully taxable-equivalent basis, totaled $4,156,000 in 2026, up $1,169,000 from 2025. The average balance (at amortized cost) increased $79,739,000 from 2025 and the average yield on the portfolio increased to 3.16% in 2026 from 2.67% in 2025. The Susquehanna merger resulted in an initial increase in available-for-sale debt securities of $147,617,000. The majority of these securities were sold, and a significant portion of the proceeds were reinvested in securities contributing to the increase in average balance and yield.
Income from interest-bearing due from banks totaled $232,000 in 2026, a decrease of $623,000 from 2025. Within this category, the largest asset balance in 2026 and 2025 has been interest-bearing deposits held with the Federal Reserve. The average yield on interest-bearing due from banks decreased to 3.50% in 2026 from 4.29% in 2025. The average balance of interest-bearing due from banks was $26,606,000 in 2026, down from $79,868,000 in 2025.
INTEREST EXPENSE AND INTEREST-BEARING LIABILITIES
Interest expense increased $636,000 to $11,948,000 in 2026 from $11,312,000 in 2025.
Interest expense on deposits increased $536,000, as the average balance of interest-bearing deposits increased $432,070,000 while the average rate on interest-bearing deposits decreased to 1.95% in 2026 from 2.34% in 2025. The increase in average deposit balances included the impact of the Susquehanna acquisition as well as organic growth. In comparing 2026 to 2025, average interest checking deposits increased $154,475,000, average savings deposits increased $149,192,000, average time deposits increased $93,499,000, average noninterest-bearing demand deposits increased $55,659,000 and average total money market accounts increased $34,904,000.
Interest expense on borrowed funds increased $100,000 in 2026 as compared to 2025. Interest expense on short-term borrowings was $337,000 in 2026 compared to $1,000 in 2025 as the average balance of short-term borrowings increased to $34,880,000 in 2026 from $980,000 in 2025. Interest expense on long-term borrowings (FHLB advances) decreased $251,000 to $1,423,000 in 2026 from $1,674,000 in 2025. The average balance of long-term borrowings was $133,004,000 in 2026, down from an average balance of $149,704,000 in 2025. Borrowings are classified as long-term within the Tables based on their term at origination or assumption in business combinations. The average rate on total borrowed funds was 4.21% in 2026 compared to 4.27% in 2025.
On June 1, 2026, senior notes totaling $15,000,000 matured and were redeemed. Also on June 1, 2026, the interest rate on subordinated notes totaling $25,000,000 adjusted from a fixed rate of 3.25% to a variable rate that will reset quarterly based on the Term Secured Overnight Financing Rate plus 259 basis points. At June 30, 2026, the interest rate on the outstanding subordinated notes was 6.25%. The Corporation is entitled to redeem the subordinated notes, in whole or in part, at any time on or after June 1, 2026, subject to regulatory approval to the extent required.
More information regarding borrowed funds is provided in Note 9 to the unaudited consolidated financial statements.
Six-Month Periods Ended June 30, 2026 and 2025
For the six-month periods, fully taxable equivalent net interest income was $58,540,000 in 2026, which was $16,992,000 (40.9%) higher than in 2025 including the benefit of income from growth in net earning assets resulting from the Susquehanna merger. The increase in net interest income reflected an increase in interest income of $18,028,000 and an increase in interest expense of $1,036,000. As presented in Table VI, the net impact of changes in volume increased net interest income by $12,007,000 in the six-month period ended June 30, 2026 as compared to the six-month period ended June 30, 2025 and changes in interest rates increased net interest income by $4,985,000 in the six-month period ended June 30, 2026 as compared to the six-month period ended June 30, 2025. As presented in Table V, the Net Interest Margin was 4.02% in the first six months of 2026 as compared to 3.45% in the first six months of 2025, and the “Interest Rate Spread” (excess of average rate of return on earning assets over average cost of funds on interest-bearing liabilities) increased to 3.50% in 2026 from 2.77% in 2025. The average yield on earning assets of 5.68% was 0.31% higher in 2026 as compared to 2025, while the average rate on interest-bearing liabilities of 2.18% in 2026 was 0.42% lower compared to 2025.
INTEREST INCOME AND EARNING ASSETS
Interest income totaled $82,622,000 in 2026, an increase of $18,028,000 from 2025.
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CITIZENS & NORTHERN CORPORATION – FORM 10-Q
Interest and fees from loans receivable increased $16,743,000 in 2026 as compared to 2025. In 2026, the fully taxable equivalent yield on loans was 6.27%, up from 6.05% in 2025, r eflecting the effects of loans acquired from Susquehanna and valued based on current market yields as of October 1, 2025 as well as gradual paydowns on loans originated prior to interest rates rising in 2022 and 2023 with more recent loans originated at higher market rates . Average outstanding loans receivable increased $473,193,000 (24.9%) to $2,373,625,000 in 2026 from $1,900,432,000 in 2025 including the impact of the Susquehanna acquisition as well as organic growth.
Interest income from available-for-sale debt securities, on a fully taxable-equivalent basis, totaled $8,321,000 in 2026, up $2,384,000 from 2025. The average balance (at amortized cost) increased $80,636,000 from 2025 and the average yield on the portfolio increased to 3.17% in 2026 from 2.66% in 2025. The Susquehanna merger resulted in an initial increase in available-for-sale debt securities of $147,617,000. The majority of these securities were sold, and a significant portion of the proceeds were reinvested in securities contributing to the increase in average balance and yield.
Income from interest-bearing due from banks totaled $450,000 in 2026, a decrease of $1,126,000 from 2025. Within this category, the largest asset balance in 2026 and 2025 has been interest-bearing deposits held with the Federal Reserve. The average yield on interest-bearing due from banks decreased to 3.48% in 2026 from 4.30% in 2025. The average balance of interest-bearing due from banks was $26,064,000 in 2026, down from $73,915,000 in 2025.
INTEREST EXPENSE AND INTEREST-BEARING LIABILITIES
For the six-month periods, interest expense increased $1,036,000 to $24,082,000 in 2026 from $23,046,000 in 2025.
Interest expense on deposits increased $1,002,000, as the average balance of interest-bearing deposits increased $433,767,000 while the average rate on interest-bearing deposits decreased to 1.98% in 2026 from 2.40% in 2025. The increase in average deposit balances included the impact of the Susquehanna acquisition as well as organic growth. Average total deposits (interest-bearing and noninterest-bearing) amounted to $2,568,895,000 for the first six months of 2026, up $493,355,000 (23.8%) from the first six months of 2025. Within average total deposits, average brokered deposits were $1,184,000 with an average interest rate of 3.75% in 2026, down from $17,531,000 with an average interest rate of 4.69% in 2025. In comparing 2026 to 2025, average savings accounts increased $157,594,000, average interest checking deposits increased $142,667,000, average time deposits increased $100,821,000, average noninterest-bearing demand deposits increased $59,588,000 and average money market accounts increased $32,685,000.
Interest expense on borrowed funds increased $34,000 in 2026 as compared to 2025. Interest expense on short-term borrowings of $613,000 in 2026 was up from $1,000 in 2025 as the average balance of short-term borrowings increased to $31,560,000 in 2026 from $1,189,000 in 2025. The average rate on short-term borrowings was 3.92% in 2026 compared to 0.17% in 2025. Interest expense on long-term borrowings (FHLB advances) decreased $594,000 to $2,869,000 in 2026 from $3,463,000 in 2025 as the average balance of long-term borrowings decreased to $133,516,000 in 2026 from $156,013,000 in 2025 and the average rate on long-term borrowings was 4.33% in 2026 compared to 4.48% in 2025. Borrowings are classified as long-term within the Tables based on their term at origination or assumption in business combinations. The average rate on total borrowed funds was 4.19% in 2026 and 4.27% in 2025.
On June 1, 2026, senior notes totaling $15,000,000 matured and were redeemed. Also on June 1, 2026, the interest rate on subordinated notes totaling $25,000,000 adjusted from a fixed rate of 3.25% to a variable rate that will reset quarterly based on the Term Secured Overnight Financing Rate plus 259 basis points. At June 30, 2026, the interest rate on the outstanding subordinated notes was 6.25%. The Corporation is entitled to redeem the subordinated notes, in whole or in part, at any time on or after June 1, 2026, subject to regulatory approval to the extent required.
More information regarding borrowed funds is provided in Note 9 to the unaudited consolidated financial statements.
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CITIZENS & NORTHERN CORPORATION – FORM 10-Q
TABLE IV - ANALYSIS OF INTEREST INCOME AND EXPENSE
Three Months Ended
Six Months Ended
June 30,
Increase/
.
June 30,
Increase/
(In Thousands)
2026
2025
(Decrease)
2026
2025
(Decrease)
INTEREST INCOME
Interest-bearing due from banks
$
232
$
855
$
(623)
$
450
$
1,576
$
(1,126)
Available-for-sale debt securities:
Taxable
3,507
2,329
1,178
7,025
4,631
2,394
Tax-exempt
649
658
(9)
1,296
1,306
(10)
Total available-for-sale debt securities
4,156
2,987
1,169
8,321
5,937
2,384
Loans receivable:
Taxable
36,583
28,051
8,532
72,224
55,554
16,670
Tax-exempt
779
743
36
1,544
1,471
73
Total loans receivable
37,362
28,794
8,568
73,768
57,025
16,743
Other earning assets
53
38
15
83
56
27
Total Interest Income
41,803
32,674
9,129
82,622
64,594
18,028
INTEREST EXPENSE
Interest-bearing deposits:
Interest checking
2,513
2,708
(195)
4,841
5,435
(594)
Money market
1,914
1,948
(34)
3,764
3,929
(165)
Savings
739
49
690
1,587
98
1,489
Time deposits
4,654
4,579
75
9,686
9,414
272
Total interest-bearing deposits
9,820
9,284
536
19,878
18,876
1,002
Borrowed funds:
Short-term
337
1
336
613
1
612
Long-term - FHLB advances
1,423
1,674
(251)
2,869
3,463
(594)
Senior notes, net
81
120
(39)
202
241
(39)
Subordinated debt, net
287
233
54
520
465
55
Total borrowed funds
2,128
2,028
100
4,204
4,170
34
Total Interest Expense
11,948
11,312
636
24,082
23,046
1,036
Net Interest Income
$
29,855
$
21,362
$
8,493
$
58,540
$
41,548
$
16,992
Note: Interest income from tax-exempt securities and loans has been adjusted to a fully taxable-equivalent basis (a non-U.S. GAAP measure), using the Corporation’s marginal federal income tax rate of 21%. The following table reconciles net interest income under U.S. GAAP as compared to net interest income as adjusted to a fully taxable-equivalent basis.
(In Thousands)
Three Months Ended
Six Months Ended
June 30,
Increase/
June 30,
Increase/
2026
2025
(Decrease)
2026
2025
(Decrease)
Net Interest Income Under U.S. GAAP
$
29,618
$
21,142
$
8,476
$
58,072
$
41,117
$
16,955
Add: fully taxable-equivalent interest income adjustment from tax-exempt securities
87
79
8
172
154
18
Add: fully taxable-equivalent interest income adjustment from tax-exempt loans
150
141
9
296
277
19
Net Interest Income as adjusted to a fully taxable-equivalent basis - Non-U.S. GAAP
$
29,855
$
21,362
$
8,493
$
58,540
$
41,548
$
16,992
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CITIZENS & NORTHERN CORPORATION – FORM 10-Q
TABLE V - Analysis of Average Daily Balances and Rates
(Dollars in Thousands)
Three Months
(3)
Three Months
(3)
Six Months
(3)
Six Months
(3)
Ended
Rate of
Ended
Rate of
Ended
Rate of
Ended
Rate of
6/30/2026
Return/
6/30/2025
Return/
6/30/2026
Return/
6/30/2025
Return/
Average
Cost of
Average
Cost of
Average
Cost of
Average
Cost of
Balance
Funds %
Balance
Funds %
Balance
Funds %
Balance
Funds %
EARNING ASSETS
Interest-bearing due from banks
$
26,606
3.50
%
$
79,868
4.29
%
$
26,064
3.48
%
$
73,915
4.30
%
Available-for-sale debt securities, at amortized cost:
Taxable
424,311
3.32
%
338,539
2.76
%
425,912
3.33
%
339,045
2.75
%
Tax-exempt (1)
103,807
2.51
%
109,840
2.40
%
104,257
2.51
%
110,488
2.38
%
Total available-for-sale debt securities
528,118
3.16
%
448,379
2.67
%
530,169
3.17
%
449,533
2.66
%
Loans receivable:
Taxable
2,293,653
6.40
%
1,814,171
6.20
%
2,282,445
6.38
%
1,811,622
6.18
%
Tax-exempt (1)
88,537
3.53
%
87,249
3.42
%
91,180
3.41
%
88,810
3.34
%
Total loans receivable (2)
2,382,190
6.29
%
1,901,420
6.07
%
2,373,625
6.27
%
1,900,432
6.05
%
Other earning assets
4,130
5.15
%
2,833
5.38
%
3,515
4.76
%
2,308
4.89
%
Total Earning Assets
2,941,044
5.70
%
2,432,500
5.39
%
2,933,373
5.68
%
2,426,188
5.37
%
Bank-owned life insurance
61,796
51,844
61,537
51,615
Intangible assets
73,711
54,425
74,118
54,477
Other assets
78,605
53,390
81,917
51,421
Total Assets
$
3,155,156
$
2,592,159
$
3,150,945
$
2,583,701
INTEREST-BEARING LIABILITIES
Interest-bearing deposits:
Interest checking
$
697,007
1.45
%
$
542,532
2.00
%
$
683,564
1.43
%
$
540,897
2.03
%
Money market
399,142
1.92
%
364,238
2.15
%
392,401
1.93
%
359,716
2.20
%
Savings
347,745
0.85
%
198,553
0.10
%
354,863
0.90
%
197,269
0.10
%
Time deposits
579,748
3.22
%
486,249
3.78
%
591,033
3.30
%
490,212
3.87
%
Total interest-bearing deposits
2,023,642
1.95
%
1,591,572
2.34
%
2,021,861
1.98
%
1,588,094
2.40
%
Borrowed funds:
Short-term
34,880
3.88
%
980
0.41
%
31,560
3.92
%
1,189
0.17
%
Long-term - FHLB advances
133,004
4.29
%
149,704
4.49
%
133,516
4.33
%
156,013
4.48
%
Senior notes, net
10,050
3.23
%
14,926
3.22
%
12,501
3.26
%
14,917
3.26
%
Subordinated debt, net
24,993
4.61
%
24,874
3.76
%
24,979
4.20
%
24,860
3.77
%
Total borrowed funds
202,927
4.21
%
190,484
4.27
%
202,556
4.19
%
196,979
4.27
%
Total Interest-bearing Liabilities
2,226,569
2.15
%
1,782,056
2.55
%
2,224,417
2.18
%
1,785,073
2.60
%
Demand deposits (noninterest bearing)
553,828
498,169
547,034
487,446
Other liabilities
35,510
29,260
36,820
30,761
Total Liabilities
2,815,907
2,309,485
2,808,271
2,303,280
Stockholders' equity, excluding accumulated other comprehensive loss
363,636
315,520
365,233
313,982
Accumulated other comprehensive loss
(24,387)
(32,846)
(22,559)
(33,561)
Total Stockholders' Equity
339,249
282,674
342,674
280,421
Total Liabilities and Stockholders' Equity
$
3,155,156
$
2,592,159
$
3,150,945
$
2,583,701
Interest Rate Spread
3.55
%
2.84
%
3.50
%
2.77
%
Net Interest Income/Earning Assets (Net Interest Margin)
4.07
%
3.52
%
4.02
%
3.45
%
Total Deposits (Interest-bearing and Demand)
$
2,577,470
$
2,089,741
$
2,568,895
$
2,075,540
Brokered Deposits
$
132
3.04
%
$
8,582
4.47
%
$
1,184
3.75
%
$
17,531
4.69
%
(1) Annualized rates of return on tax-exempt securities and loans are presented on a fully taxable-equivalent basis, using the Corporation’s marginal federal income tax rate of 21%.
(2) Nonaccrual loans have been included with loans for the purpose of analyzing net interest earnings.
(3) Rates of return on earning assets and costs of funds are presented on an annualized basis.
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CITIZENS & NORTHERN CORPORATION – FORM 10-Q
TABLE VI - ANALYSIS OF VOLUME AND RATE CHANGES
(In Thousands)
Three Months Ended 6/30/2026 vs. 6/30/2025
.
Six Months Ended 6/30/2026 vs. 6/30/2025
Change in
Change in
Total
Change in
Change in
Total
Volume
Rate
Change
Volume
Rate
Change
EARNING ASSETS
Interest-bearing due from banks
$
(487)
$
(136)
$
(623)
$
(870)
$
(256)
$
(1,126)
Available-for-sale debt securities:
Taxable
657
521
1,178
1,323
1,071
2,394
Tax-exempt
(38)
29
(9)
(76)
66
(10)
Total available-for-sale debt securities
619
550
1,169
1,247
1,137
2,384
Loans receivable:
Taxable
7,622
910
8,532
14,848
1,822
16,670
Tax-exempt
12
24
36
40
33
73
Total loans receivable
7,634
934
8,568
14,888
1,855
16,743
Other earning assets
17
(2)
15
29
(2)
27
Total Interest Income
7,783
1,346
9,129
15,294
2,734
18,028
INTEREST-BEARING LIABILITIES
Interest-bearing deposits:
Interest checking
663
(858)
(195)
1,234
(1,828)
(594)
Money market
178
(212)
(34)
339
(504)
(165)
Savings
63
627
690
135
1,354
1,489
Time deposits
804
(729)
75
1,770
(1,498)
272
Total interest-bearing deposits
1,708
(1,172)
536
3,478
(2,476)
1,002
Borrowed funds:
Short-term
235
101
336
332
280
612
Long-term - FHLB advances
(179)
(72)
(251)
(486)
(108)
(594)
Senior notes, net
(40)
1
(39)
(39)
0
(39)
Subordinated debt, net
1
53
54
2
53
55
Total borrowed funds
17
83
100
(191)
225
34
Total Interest Expense
1,725
(1,089)
636
3,287
(2,251)
1,036
Net Interest Income
$
6,058
$
2,435
$
8,493
$
12,007
$
4,985
$
16,992
(1) Changes in income on tax-exempt securities and loans are presented on a fully taxable-equivalent basis, using the Corporation’s marginal federal income tax rate of 21%.
(2) The change in interest due to both volume and rates has been allocated to volume and rate changes in proportion to the relationship of the absolute dollar amount of the change in each.
INCOME TAXES
The income tax provision in interim periods is based on the Corporation’s estimate of the effective tax rate expected to be applicable for the full year. The income tax provision for the second quarter 2026 of $3,368,000 was $1,953,000 higher than the provision for the second quarter 2025, and the provision for the six months ended June 30, 2026 of $3,430,000 was $604,000 higher than the amount for the first six months of 2025 due to a higher amount of pre-tax income in 2026. The effective tax rate (tax provision as a percentage of pre-tax income) was 19.3% in the second quarter 2026 compared to 18.8% in the second quarter 2025 and 19.3% for the first six months of 2026 as compared to 18.5% for the first six months of 2025. The Corporation’s effective tax rates differ from the statutory federal rate of 21% principally because of the effects of tax-exempt interest income, nondeductible interest expense, state income taxes and other permanent differences.
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CITIZENS & NORTHERN CORPORATION – FORM 10-Q
The Corporation recognizes deferred tax assets and liabilities based on differences between the consolidated financial statement carrying amounts and the tax basis of assets and liabilities. The net deferred tax asset at June 30, 2026 and December 31, 2025 represents the following temporary difference components:
June 30,
December 31,
(In Thousands)
2026
2025
Deferred tax assets:
Unrealized holding losses on available-for-sale debt securities
$
6,848
$
6,531
Allowance for credit losses on loans
7,098
6,765
Acquisition accounting adjustment on loans
1,450
1,727
Deferred compensation
2,090
2,008
Deferred loan origination fees
722
712
Operating leases liability
748
780
Net operating loss carryforward
263
305
Accrued incentive compensation
290
735
Bank premises and equipment
100
56
Other deferred tax assets
2,242
1,708
Total deferred tax assets
21,851
21,327
Deferred tax liabilities:
Core deposit intangibles
2,166
2,522
Right-of-use assets from operating leases
722
780
Mortgage servicing rights
178
210
Defined benefit plans - ASC 835
88
97
Other deferred tax liabilities
80
103
Total deferred tax liabilities
3,234
3,712
Deferred tax asset, net
$
18,617
$
17,615
The Corporation regularly reviews deferred tax assets for recoverability based on history of earnings, expectations for future earnings and expected timing of reversals of temporary differences. Realization of deferred tax assets ultimately depends on the existence of sufficient taxable income.
Management believes the recorded net deferred tax asset at June 30, 2026 is fully realizable; however, if management determines the Corporation will be unable to realize all or part of the net deferred tax asset, the Corporation would adjust the deferred tax asset, which would negatively impact earnings .
SECURITIES
Management continually evaluates several objectives in determining the size, securities mix and other characteristics of the available-for-sale debt securities (investment) portfolio. Key objectives include supporting liquidity needs and maximizing return on earning assets within reasonable risk parameters.
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CITIZENS & NORTHERN CORPORATION – FORM 10-Q
The composition of the available-for-sale debt securities portfolio at June 30, 2026 and December 31, 2025, 2024 and 2023 is as follows:
(Dollars In Thousands)
June 30, 2026
December 31, 2025
December 31, 2024
December 31, 2023
Amortized
Fair
Amortized
Fair
Amortized
Fair
Amortized
Fair
Cost
Value
Cost
Value
Cost
Value
Cost
Value
Obligations of the U.S. Treasury
$
8,036
7,433
$
8,047
7,482
$
8,067
7,118
$
12,325
11,290
Obligations of U.S. Government agencies
10,776
10,017
11,423
10,749
10,154
9,025
11,119
9,946
Bank holding company debt securities
40,097
38,857
36,103
34,076
28,958
25,246
28,952
23,500
Obligations of states and political subdivisions:
Tax-exempt
102,543
95,961
105,149
98,359
111,995
101,302
113,464
104,199
Taxable
50,172
43,854
50,306
44,152
51,147
42,506
58,720
50,111
Mortgage-backed securities issued or guaranteed by U.S. Government agencies or sponsored agencies:
Residential pass-through securities
150,796
144,681
148,865
143,921
104,378
94,414
105,549
95,405
Residential collateralized mortgage obligations
59,098
56,477
65,782
63,707
53,389
49,894
50,212
46,462
Commercial mortgage-backed securities
98,443
91,539
99,095
92,631
73,470
64,501
76,412
66,682
Private label commercial mortgage-backed securities
0
0
3,490
3,489
8,365
8,374
8,215
8,160
Asset-backed securities,
Collateralized loan obligations
8,000
8,010
8,000
8,009
0
0
0
0
Total Available-for-Sale Debt Securities
$
527,961
$
496,829
$
536,260
$
506,575
$
449,923
$
402,380
$
464,968
$
415,755
Net Unrealized Loss
$
(31,132)
$
(29,685)
$
(47,543)
$
(49,213)
Net Unrealized Loss as a % of Amortized Cost
(5.9)
%
(5.5)
%
(10.6)
%
(10.6)
%
As reflected in the table above, the fair value of available-for-sale securities was lower than the amortized cost basis by $31,132,000, or 5.9%, at June 30, 2026, $29,685,000, or 5.5%, at December 31, 2025, $47,543,000, or 10.6%, at December 31, 2024 and $49,213,000, or 10.6%, at December 31, 2023. The volatility in the fair value of the portfolio, including the significant reduction in fair value, resulted from changes in interest rates.
Additional information regarding the potential impact of interest rate changes on all of the Corporation’s financial instruments is provided in Item 3, Quantitative and Qualitative Disclosures about Market Risk.
As described in Note 6 to the unaudited consolidated financial statements, management determined the Corporation does not have the intent to sell, nor is it more likely than not that it will be required to sell, available-for-sale debt securities in an unrealized loss position at June 30, 2026 before it is able to recover the amortized cost basis. Further, management reviewed the Corporation’s holdings as of June 30, 2026 and concluded there were no credit-related declines in fair value. Additional information related to the types of securities held at June 30, 2026, other than securities issued or guaranteed by U.S. Government entities or agencies, was as follows:
● Bank holding company debt securities – The Corporation’s holdings of bank holding company debt securities included one senior and fourteen subordinated securities with face amounts ranging from $250,000 to $5 million. There have been no payment defaults on the securities . All of the obligors have publicly traded common stock. At June 30, 2026, one of the securities with a face amount of $400,000 is unrated, and the rest of securities have external ratings ranging from BBB-/Baa3 to A-.
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● Obligations of states and political subdivisions (municipal bonds) – All of the Corporation’s holdings of municipal bonds were investment grade and there have been no payment defaults. Summary ratings information at June 30, 2026, based on the amortized cost basis and reflecting the lowest enhanced or underlying rating by Moody’s, Standard & Poors or Fitch, is as follows: AAA or pre-refunded – 20% of the portfolio; AA – 72%; A – 8%.
● Collateralized loan obligations (CLOs) – There were three CLOs securities, all of which were from the most senior payment (subordination) classes of their respective issuances. These securities were investment grade (rated Aaa), and there have been no payment defaults on these securities.
Based on the results of management’s assessment, there was no ACL required on available-for-sale debt securities in an unrealized loss position at June 30, 2026.
FINANCIAL CONDITION
This section includes information regarding the Corporation’s lending activities or other significant changes or exposures that are not otherwise addressed in Management’s Discussion and Analysis. Significant changes in the average balances of the Corporation’s earning assets and interest-bearing liabilities are described in the Net Interest Income section of Management’s Discussion and Analysis. Other significant balance sheet items, including securities, the allowance for credit losses and stockholders’ equity, are discussed in separate sections of Management’s Discussion and Analysis. There are no significant concerns that have arisen related to the Corporation’s off-balance sheet loan commitments or outstanding letters of credit at June 30, 2026.
Table VII shows the composition of the loan portfolio at June 30, 2026 and at year-end from 2021 through 2025. Throughout this time period, the portfolio was primarily commercial in nature. At June 30, 2026, commercial loans represented 76% of the portfolio while residential loans totaled 19% of the portfolio. As shown in Table VII, total loans receivable were higher by $458,517,000 at December 31, 2025 as compared to December 31, 2024. On October 1, 2025, $ 393,587,000 of gross loans receivable, net of purchase accounting adjustments, were recorded pursuant to the acquisition of Susquehanna.
Also included in Table VII is additional detail as of June 30, 2026 and December 31, 2025 regarding the composition of the non-owner occupied commercial real estate loan portfolio. As shown in Table VII, at June 30, 2026, the amortized cost of non-owner occupied commercial real estate loans for which the primary purpose is utilization of office space by third parties was $107,923,000, or 4.6% of gross loans receivable. At June 30, 2026, within this segment there were two loans with a total amortized cost basis of $6,832,000 in nonaccrual status with no individual allowances, including the loan discussed in the Earnings Overview and Provision and Allowance for Credit Losses section with a partial charge-off of $10,056,000 in the first quarter 2026 and an amortized cost basis at June 30, 2026 of $5,665,000. During the second quarter of 2026, a nonaccrual loan within this category o f $1,717,000 was paid off by the borrower through third-party financing and a $675,000 recovery was recorded . The remainder of the non-owner occupied commercial real estate loans with a primary purpose of office space utilization were in accrual status with no individual allowance at June 30, 2026.
While the Corporation’s lending activities are primarily concentrated in its market areas, a portion of the Corporation’s commercial loan segment consists of participation loans. Participation loans represent portions of larger commercial transactions for which other institutions are the “lead banks”. Although not the lead bank, the Corporation conducts detailed underwriting and monitoring of participation loan opportunities. Total participation loans outstanding amounted to $102,228,000 at June 30, 2026, down from $107,351,000 at December 31, 2025.
The Corporation is a party to financial instruments with off-balance sheet risk, including commitments to extend credit and standby letters of credit. At June 30, 2026, the total contract amount of commitments to extend credit was $474,891,000 as compared to $506,996,000 at December 31, 2025, and the contract amount of standby letters of credit was $62,133,000 at June 30, 2026 as compared to $58,914,000 at December 31, 2025.
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. commitment cannot be canceled at any time). The allowance for off-balance sheet credit exposures is adjusted as a
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CITIZENS & NORTHERN CORPORATION – FORM 10-Q
(credit) provision for credit loss expense. 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 Corporation originates and sells residential mortgage loans to the secondary market through the MPF Xtra program administered by the Federal Home Loan Banks of Pittsburgh and Chicago. Residential mortgages originated and sold through the MPF Xtra program consist primarily of conforming, prime loans sold to the Federal National Mortgage Association (Fannie Mae), a quasi-government entity. The Corporation also originates and sells residential mortgage loans to the secondary market through the MPF Original program, administered by the Federal Home Loan Banks of Pittsburgh and Chicago. Residential mortgages originated and sold through the MPF Original program consist primarily of conforming, prime loans sold to the Federal Home Loan Bank of Pittsburgh. The Corporation also originates and sells mortgages under the Pennsylvania Housing Finance Agency and other programs though the volume of sales has been small in comparison to the volume under the MPF programs.
For loan sales originated under the MPF programs, the Corporation provides customary representations and warranties to investors that specify, among other things, that the loans have been underwritten to the standards established by the investor. The Corporation may be required to repurchase a loan and reimburse a portion of fees received or reimburse the investor for a credit loss incurred on a loan, if it is determined that the representations and warranties have not been met. Such repurchases or reimbursements generally result from an underwriting or documentation deficiency. At June 30, 2026, the total outstanding balance of loans the Corporation has repurchased as a result of identified instances of noncompliance amounted to $2,532,000, and the corresponding total outstanding balance of repurchased loans at December 31, 2025 was $2,598,000.
At June 30, 2026, outstanding balances of loans sold and serviced through the MPF Xtra and Original programs totaled $454,642,000, including loans sold through the MPF Xtra program of $175,388,000 and loans sold through the Original program of $279,254,000. At December 31, 2025, outstanding balances of loans sold and serviced through the MPF Xtra and Original programs totaled $450,120,000, including loans sold through the MPF Xtra program of $177,464,000 and loans sold through the Original program of $272,656,000. Based on the fairly limited volume of required repurchases to date, no allowance has been established for representation and warranty exposures as of June 30, 2026 and December 31, 2025.
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CITIZENS & NORTHERN CORPORATION – FORM 10-Q
TABLE VII - SUMMARY OF LOANS BY TYPE
Summary of Loans by Type
(In Thousands)
June 30,
December 31,
2026
2025
2024
2023
2022
2021
Commercial real estate - non-owner occupied:
Non-owner occupied
$
550,607
$
569,974
$
471,171
$
499,104
$
454,386
$
358,352
Multi-family (5 or more) residential
170,179
160,284
105,174
64,076
55,406
49,054
1-4 Family - commercial purpose
203,093
197,480
163,220
174,162
165,805
175,027
Total commercial real estate - non-owner occupied
923,879
927,738
739,565
737,342
675,597
582,433
Commercial real estate - owner occupied
325,002
311,792
261,071
237,246
205,910
196,083
All other commercial loans:
Commercial and industrial
127,268
128,679
96,665
78,832
95,368
118,488
Commercial lines of credit
149,546
139,727
120,078
117,236
141,444
106,338
Political subdivisions
86,701
96,349
94,009
79,031
86,663
75,401
Commercial construction and land
111,462
123,887
92,741
104,123
60,892
59,505
Other commercial loans
69,098
71,895
19,784
20,471
25,710
26,498
Total all other commercial loans
544,075
560,537
423,277
399,693
410,077
386,230
Residential mortgage loans:
1-4 Family - residential
405,339
411,827
383,797
389,262
363,005
327,593
1-4 Family residential construction
37,737
32,123
24,212
24,452
30,577
23,151
Total residential mortgage
443,076
443,950
408,009
413,714
393,582
350,744
Consumer loans:
Consumer lines of credit (including HELOCs)
98,962
94,060
47,196
41,503
36,650
33,522
All other consumer
13,853
16,288
16,730
18,641
18,224
15,837
Total consumer
112,815
110,348
63,926
60,144
54,874
49,359
Total
2,348,847
2,354,365
1,895,848
1,848,139
1,740,040
1,564,849
Less: allowance for credit losses on loans
(32,583)
(31,048)
(20,035)
(19,208)
(16,615)
(13,537)
Loans, net
$
2,316,264
$
2,323,317
$
1,875,813
$
1,828,931
$
1,723,425
$
1,551,312
Additional details regarding the composition of the non-owner occupied commercial real estate loan portfolio, excluding multi-family (5 or more) residential and 1-4 Family-commercial purpose loans, at June 30, 2026 and December 31, 2025 was as follows:
NON-OWNER OCCUPIED COMMERCIAL REAL ESTATE
(In Thousands)
June 30,
% of Non-owner
% of
December 31,
2026
Occupied CRE
Total Loans
2025
Retail
$
112,665
20.5
%
4.8
%
$
104,513
Office
107,923
19.6
%
4.6
%
125,175
Industrial
96,526
17.5
%
4.1
%
99,476
Hotels
76,171
13.8
%
3.2
%
82,692
Self Storage Facilities
59,772
10.9
%
2.5
%
55,434
Mixed Use
58,871
10.7
%
2.5
%
64,390
Other
38,679
7.0
%
1.6
%
38,294
Total Non-owner Occupied CRE Loans
$
550,607
100.0
%
23.4
%
$
569,974
Total Gross Loans
$
2,348,847
$
2,354,365
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CITIZENS & NORTHERN CORPORATION – FORM 10-Q
PROVISION AND ALLOWANCE FOR CREDIT LOSSES
A summary of the (credit) provision for credit losses for the three-month and six-month periods ended June 30, 2026 and 2025 is as follows:
(In Thousands)
3 Months
3 Months
6 Months
6 Months
Ended
Ended
Ended
Ended
June 30,
June 30,
June 30,
June 30,
2026
2025
2026
2025
(Credit) provision for credit losses:
Loans receivable
$
(1,652)
$
2,075
$
11,940
$
2,303
Off-balance sheet exposures
(194)
279
(184)
287
Total (credit) provision for credit losses
$
(1,846)
$
2,354
$
11,756
$
2,590
For the quarter ended June 30, 2026, there was a credit for credit losses (reduction in expense) of $1,846,000 as compared to a provision for credit losses of $2,354,000 in the second quarter 2025. For the six months ended June 30, 2026, there was a provision for credit losses of $11,756,000, compared to a provision for credit losses of $2,590,000 in 2025. The credit for credit losses in the second quarter 2026 included the impact on the allowance for credit losses (“ACL”) of changes in qualitative factors, net recoveries of $403,000 and a reduction in loans receivable. The increase in the provision in the six months ended June 30, 2026 was driven by the impact of the elevated level of net charge-offs, including a charge-off in the first quarter 2026 of $10,056,000 on a non-owner occupied commercial real estate loan discussed in more detail in the Earnings Overview section and was partially offset by net decreases in the ACL related to changes in qualitative factors. The ACL was 1.39% of gross loans receivable at June 30, 2026, down from 1.42% at March 31, 2026 and up from 1.32% December 31, 2025 and 1.13% at June 30, 2025.
As shown in Table IX, 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.
Table IX also summarizes collectively evaluated components of the ACL, including the most significant changes at June 30, 2026 as compared to December 31, 2025 summarized as follows:
● Commercial real estate loans – nonowner occupied – The collectively determined ACL increased $2,412,000, reflecting the impact of an increase in average net charge-off experience and an increase in a qualitative factor related to regional economic conditions, partially offset by reductions in qualitative factors related to regional commercial real estate values and credit concentrations.
● Residential mortgage – The collectively determined ACL increased $1,041,000, reflecting the impact of increases in qualitative factors related to residential real estate values and regional economic conditions.
● Commercial real estate – owner occupied and All other commercial loans – The collectively determined ACL decreased by a total of $1,831,000, mainly due to the net effect of reductions in qualitative factors related to regional commercial real estate values and credit concentrations, partially offset by an increase in a qualitative factor related to regional economic conditions.
In the first six months of 2026, net charge-offs totaled $10,405,000, or 0.88% (annualized) of average outstanding loans. Table VIII shows annual average net charge-off rates over the prior five calendar years ranging from a high of 0.26% in 2022 to a low of 0.01% in 2023.
Total nonperforming assets were $40,275,000 at June 30, 2026, up $7,162,000 from December 31, 2025. Nonperforming loans increased $7,170,000 from December 31, 2025. The increase in nonperforming assets and nonperforming loans in 2026 included the impact of classifying the nonowner occupied commercial real estate loan referenced above as nonaccrual at June 30, 2026. Table X shows that total nonperforming assets as a percentage of total assets was 1.28% at June 30, 2026, up from 1.06% at December 31, 2025. Table X
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also shows that total nonperforming assets as a percentage of assets as of year-end 2021 through 2024, ranged from a high of 1.04% at December 31, 2021 to a low of 0.75% at December 31, 2023.
Over the period from 2021through 2025 and the first 6 months of 2026, each period includes a few large commercial relationships that have required significant monitoring and workout efforts. As a result, a limited number of relationships may significantly impact the total amount of allowance required on individual loans and may significantly impact the (credit) provision for credit losses and the amount of total charge-offs reported in any one period.
Management believes it has been prudent in its decisions concerning identification of loans requiring individual evaluation for credit loss, estimates of loss, and nonaccrual status; however, the actual losses realized from these relationships could vary materially from the ACL calculated as of June 30, 2026. Management continues to closely monitor its commercial loan relationships for credit losses and will adjust its estimates of loss and decisions concerning nonaccrual status, if appropriate.
Tables VIII through X present historical data related to loans and the allowance for credit losses.
TABLE VIII - ANALYSIS OF THE ALLOWANCE FOR CREDIT LOSSES ON LOANS
(Dollars In Thousands)
Six Months Ended
June 30,
Years Ended December 31
2026
2025
2025
2024
2023
2022
2021
Balance, beginning of year
$
31,048
$
20,035
$
20,035
$
19,208
$
16,615
$
13,537
$
11,385
Adoption of ASU 2016-13 (CECL)
0
0
0
0
2,104
0
0
Allowance recorded in business combination- PCD loans
0
0
2,637
0
0
0
0
Allowance recorded in business combination- Non PCD loans
0
0
4,437
0
0
0
0
Charge-offs
(11,133)
(699)
(1,726)
(1,716)
(356)
(4,245)
(1,575)
Recoveries
728
60
109
113
92
68
66
Net charge-offs
(10,405)
(639)
(1,617)
(1,603)
(264)
(4,177)
(1,509)
Provision for credit losses on loans
11,940
2,303
5,556
2,430
753
7,255
3,661
Balance, end of period
$
32,583
$
21,699
$
31,048
$
20,035
$
19,208
$
16,615
$
13,537
Net charge-offs as a % of average loans (annualized)
0.88
%
0.07
%
0.08
%
0.09
%
0.01
%
0.26
%
0.09
%
TABLE IX - COMPONENTS OF THE ALLOWANCE FOR CREDIT LOSSES ON LOANS
(In Thousands)
June 30,
December 31,
December 31,
December 31,
January 1,
2026
2025
2024
2023
2023
Loans individually evaluated
$
2,636
$
2,772
$
122
$
743
$
751
Loans collectively evaluated:
Commercial real estate - nonowner occupied
19,583
17,171
11,964
10,379
9,641
Commercial real estate - owner occupied
3,213
3,820
2,722
2,111
1,765
All other commercial loans
4,066
5,290
3,361
3,811
3,914
Residential mortgage
2,670
1,629
1,356
1,764
2,407
Consumer
415
366
510
400
241
Total Allowance
$
32,583
$
31,048
$
20,035
$
19,208
$
18,719
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CITIZENS & NORTHERN CORPORATION – FORM 10-Q
PRIOR TO CECL ADOPTION
(In Thousands)
As of December 31,
2022
2021
ASC 310 - Impaired loans - individually evaluated
$
453
$
740
ASC 450 - Collectively evaluated:
Commercial
10,845
7,553
Residential mortgage
4,073
4,338
Consumer
244
235
Unallocated
1,000
671
Total Allowance
$
16,615
$
13,537
TABLE X - PAST DUE LOANS AND NONPERFORMING ASSETS
(Dollars In Thousands)
June 30,
As of December 31,
2026
2025
2024
2023
2022
2021
Collateral dependent loans with a valuation allowance
$
5,608
$
5,401
$
258
$
7,786
$
3,460
$
6,540
Collateral dependent loans without a valuation allowance
33,255
27,027
29,867
3,478
14,871
2,636
Purchased credit impaired loans
0
0
0
0
1,027
6,558
Total collateral dependent loans
$
38,863
$
32,428
$
30,125
$
11,264
$
19,358
$
15,734
Total loans past due 30-89 days and still accruing
$
7,047
$
18,309
$
5,658
$
9,275
$
7,079
$
5,106
Nonperforming assets:
Purchased credit impaired loans
$
0
$
0
$
0
$
0
$
1,027
$
6,558
Other nonaccrual loans
39,748
32,836
23,842
15,177
22,058
12,441
Total nonaccrual loans
39,748
32,836
23,842
15,177
23,085
18,999
Total loans past due 90 days or more and still accruing
346
88
119
3,190
2,237
2,219
Total nonperforming loans
40,094
32,924
23,961
18,367
25,322
21,218
Foreclosed assets held for sale (real estate)
181
189
181
478
275
684
Total nonperforming assets
$
40,275
$
33,113
$
24,142
$
18,845
$
25,597
$
21,902
Total nonperforming loans as a % of loans
1.71
%
1.40
%
1.26
%
0.99
%
1.46
%
1.36
%
Total nonperforming assets as a % of assets
1.28
%
1.06
%
0.92
%
0.75
%
1.04
%
0.94
%
Nonaccrual loans as a % of loans
1.69
%
1.39
%
1.26
%
0.82
%
1.33
%
1.21
%
Allowance for credit losses as a % of nonaccrual loans
81.97
%
94.55
%
84.03
%
79.01
%
71.97
%
71.25
%
Allowance for credit losses as a % of total loans
1.39
%
1.32
%
1.06
%
1.04
%
0.95
%
0.87
%
Included in the table above at June 30, 2026 and December 31, 2025 were loans acquired from Susquehanna with credit deterioration (“PCD loans”) totaled as follows:
(Dollars In Thousands)
June 30,
December 31,
2026
2025
PCD Loans
PCD Loans
Collateral dependent loans with a valuation allowance
$
4,975
$
5,138
Collateral dependent loans without a valuation allowance
7,428
5,553
Total collateral dependent loans
$
12,403
$
10,691
Total loans past due 30-89 days and still accruing
$
2,150
$
5,810
Nonperforming assets,
Total nonaccrual loans
$
8,371
$
6,762
Total amortized cost basis of PCD loans
$
22,193
$
23,646
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CITIZENS & NORTHERN CORPORATION – FORM 10-Q
LIQUIDITY
Liquidity is the ability to quickly raise cash at a reasonable cost. An adequate liquidity position permits the Corporation to pay creditors, compensate for unforeseen deposit fluctuations and fund unexpected loan demand.
The Corporation maintains borrowing facilities with the Federal Home Loan Bank of Pittsburgh, secured by various mortgage loans. In addition, the Corporation maintains overnight borrowing facilities with several correspondent banks that provide a source of day-to-day liquidity.
The Corporation has a line of credit with the Federal Reserve Bank of Philadelphia’s Discount Window. Management intends to use this line of credit as a contingency funding source. As collateral for the line, the Corporation has pledged available-for-sale debt securities with a carrying value of $24,882,000 at June 30, 2026.
The Corporation’s outstanding, available, and total credit facilities at June 30, 2026 and December 31, 2025 are as follows:
Outstanding
Available
Total Credit
(In Thousands)
June 30,
December 31,
June 30,
December 31,
June 30,
December 31,
2026
2025
2026
2025
2026
2025
Federal Home Loan Bank of Pittsburgh
$
166,252
$
170,922
$
971,125
$
785,822
$
1,153,138
$
971,946
Federal Reserve Bank Discount Window
0
0
24,882
25,484
24,882
25,484
Other correspondent banks
0
0
75,000
75,000
75,000
75,000
Total credit facilities
$
166,252
$
170,922
$
1,071,007
$
886,306
$
1,253,020
$
1,072,430
At June 30, 2026, the Corporation’s outstanding credit facilities with the Federal Home Loan Bank of consisted of short-term borrowings totaling $14,260,000, long-term borrowings with par values totaling $130,392,000 and letters of credit totaling $21,600,000. At December 31, 2025, the Corporation’s outstanding credit facilities with the Federal Home Loan Bank of Pittsburgh consisted of overnight borrowing of $27,000,000, long-term borrowings with par values totaling $120,935,000 and letters of credit totaling $22,987,000. Availability on the facility is also reduced by accrued interest payable on the borrowings and by the total of the Corporation’s credit enhancement obligations on residential mortgage loans sold under the MPF Original Program. Additional information regarding borrowed funds is included in Note 9 to the unaudited consolidated financial statements.
Additionally, the Corporation uses “RepoSweep” arrangements to borrow funds from commercial banking customers on an overnight basis. If required to raise cash in an emergency situation, the Corporation could sell available-for-sale securities to meet its obligations or use repurchase agreements placed with brokers to borrow funds secured by investment assets. At June 30, 2026, the carrying value of available-for-sale securities in excess of amounts required to meet pledging or repurchase agreement obligations was $316,129,000.
Deposits totaled $2,603,735,000 at June 30, 2026, up $39,019,000 from December 31, 2025. Average total deposits were $493,355,000 or 23.8% higher for the six months ended June 30, 2026 as compared to the first six months of 2025 . Deposits of $501,488,000 were assumed from Susquehanna, effective October 1, 2025.
As shown in the table below, at June 30, 2026, estimated uninsured deposits totaled $820.2 million, or 31.4%, of total deposits, as compared to $811.2 million, or 31.4% of total deposits at December 31, 2025. Included in uninsured deposits are deposits collateralized by securities (almost exclusively municipal deposits) totaling $167.8 million at June 30, 2026. As shown in the table below, total uninsured and uncollateralized deposits amounted to 25.0% of total deposits at June 30, 2026, as compared to 24.7% of total deposits at December 31, 2025.
As summarized in the table that immediately follows, the Corporation’s highly liquid sources of available funds described above, including unused borrowing capacity with the Federal Home Loan Bank of Pittsburgh, unused availability on the Federal Reserve Bank of Philadelphia’s discount window, available federal funds lines with other banks and unencumbered available-for-sale debt securities, totaled $1.4 billion at June 30, 2026. Available funding from these sources totaled 169.1% of uninsured deposits and 212.6% of total uninsured and uncollateralized deposits at June 30, 2026.
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CITIZENS & NORTHERN CORPORATION – FORM 10-Q
Uninsured Deposits Information
June 30,
December 31,
2026
2025
Total Deposits - C&N Bank
$
2,610,552
$
2,584,952
Estimated Total Uninsured Deposits
$
820,235
$
811,209
Portion of Uninsured Deposits that are
Collateralized
167,823
172,585
Uninsured and Uncollateralized Deposits
$
652,412
$
638,624
Uninsured and Uncollateralized Deposits as
a % of Total Deposits
25.0
%
24.7
%
Available Funding from Credit Facilities
$
1,071,007
$
886,306
Fair Value of Available-for-sale Debt
Securities in Excess of Pledging Obligations
316,129
319,624
Highly Liquid Available Funding
$
1,387,136
$
1,205,930
Highly Liquid Available Funding as a % of
Uninsured Deposits
169.1
%
148.7
%
Highly Liquid Available Funding as a % of
Uninsured and Uncollateralized Deposits
212.6
%
188.8
%
Based on the ample sources of highly liquid funds as described above, management believes the Corporation is well-positioned to meet its short-term and long-term funding obligations.
STOCKHOLDERS’ EQUITY AND CAPITAL ADEQUACY
Details concerning capital ratios at June 30, 2026 and December 31, 2025 are presented below. Management believes, as of June 30, 2026, that the Corporation and C&N Bank meet all capital adequacy requirements to which they are subject and maintain a capital conservation buffer (described in more detail below) that allows the Corporation and C&N Bank to avoid limitations on capital distributions, including dividend payments and certain discretionary bonus payments to executive officers. Further, as reflected in the table below, the Corporation’s and C&N Bank’s capital ratios at June 30, 2026 and December 31, 2025 exceed the Corporation’s Board policy threshold levels.
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CITIZENS & NORTHERN CORPORATION – FORM 10-Q
(Dollars in Thousands)
Minimum To Be
Minimum To Maintain
Well
Minimum
Capital Conservation
Capitalized Under
Minimum To Meet
Capital
Buffer at Reporting
Prompt Corrective
the Corporation's
Actual
Requirement
Date
Action Provisions
Policy Thresholds
Amount
Ratio
Amount
Ratio
Amount
Ratio
Amount
Ratio
Amount
Ratio
June 30, 2026:
Total capital to risk-weighted assets:
Consolidated
$
348,687
14.52
%
$
192,064
≥8
%
$
252,085
≥10.5
%
$
240,081
≥10
%
$
264,089
≥11
%
C&N Bank
338,125
14.10
%
191,854
≥8
%
251,808
≥10.5
%
239,817
≥10
%
263,799
≥11
%
Tier 1 capital to risk-weighted assets:
Consolidated
298,665
12.44
%
144,048
≥6
%
204,068
≥8.5
%
192,064
≥8
%
216,072
≥9
%
C&N Bank
308,136
12.85
%
143,890
≥6
%
203,844
≥8.5
%
191,854
≥8
%
215,835
≥9
%
Common equity tier 1 capital to risk-weighted assets:
Consolidated
298,665
12.44
%
108,036
≥4.5
%
168,056
≥7.0
%
156,052
≥6.5
%
180,060
≥7.5
%
C&N Bank
308,136
12.85
%
107,918
≥4.5
%
167,892
≥7.0
%
155,811
≥6.5
%
179,863
≥7.5
%
Tier 1 capital to average assets:
Consolidated
298,665
9.62
%
124,145
≥4
%
N/A
N/A
155,181
≥5
%
248,290
≥8
%
C&N Bank
308,136
9.96
%
123,687
≥4
%
N/A
N/A
154,609
≥5
%
247,375
≥8
%
December 31, 2025:
Total capital to risk-weighted assets:
Consolidated
$
346,139
14.45
%
$
191,582
≥8
%
$
251,452
≥10.5
%
$
239,478
≥10
%
$
263,425
≥11
%
C&N Bank
330,427
13.82
%
191,318
≥8
%
251,105
≥10.5
%
239,148
≥10
%
263,062
≥11
%
Tier 1 capital to risk-weighted assets:
Consolidated
291,746
12.18
%
143,687
≥6
%
203,556
≥8.5
%
191,582
≥8
%
215,530
≥9
%
C&N Bank
300,983
12.59
%
143,489
≥6
%
203,275
≥8.5
%
191,318
≥8
%
215,233
≥9
%
Common equity tier 1 capital to risk-weighted assets:
Consolidated
291,746
12.18
%
107,765
≥4.5
%
167,634
≥7.0
%
155,661
≥6.5
%
179,608
≥7.5
%
C&N Bank
300,983
12.59
%
107,616
≥4.5
%
167,403
≥7.0
%
155,446
≥6.5
%
179,361
≥7.5
%
Tier 1 capital to average assets:
Consolidated
291,746
9.32
%
125,149
≥4
%
N/A
N/A
156,437
≥5
%
250,299
≥8
%
C&N Bank
300,983
9.66
%
124,597
≥4
%
N/A
N/A
155,747
≥5
%
249,195
≥8
%
To avoid limitations on capital distributions, including dividend payments and certain discretionary bonus payments to executive officers, a banking organization subject to the rule must hold a capital conservation buffer composed of common equity tier 1 capital above its minimum risk-based capital requirements. The buffer is measured relative to risk-weighted assets. At June 30, 2026, the minimum risk-based capital ratios, and the capital ratios including the capital conservation buffer, were as follows:
Minimum common equity tier 1 capital ratio
4.5
%
Minimum common equity tier 1 capital ratio plus capital conservation buffer
7.0
%
Minimum tier 1 capital ratio
6.0
%
Minimum tier 1 capital ratio plus capital conservation buffer
8.5
%
Minimum total capital ratio
8.0
%
Minimum total capital ratio plus capital conservation buffer
10.5
%
A banking organization with a buffer greater than 2.5% over the minimum risk-based capital ratios would not be subject to additional limits on dividend payments or discretionary bonus payments; however, a banking organization with a buffer less than 2.5% would be subject to increasingly stringent limitations as the buffer approaches zero. Also, a banking organization is prohibited from making dividend payments or discretionary bonus payments if its eligible retained income is negative in that quarter and its capital conservation buffer ratio was less than 2.5% as of the beginning of that quarter. Eligible net income is defined as net income for the four calendar quarters preceding the current calendar quarter, net of any distributions and associated tax effects not already reflected in net income. A summary of payout restrictions based on the capital conservation buffer is as follows:
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CITIZENS & NORTHERN CORPORATION – FORM 10-Q
Capital Conservation Buffer
Maximum Payout
(as a % of risk-weighted assets)
(as a % of eligible retained income)
Greater than 2.5%
No payout limitation applies
≤2.5% and >1.875%
60
%
≤1.875% and >1.25%
40
%
≤1.25% and >0.625%
20
%
≤0.625%
0
%
At June 30, 2026 , the Corporation’s Capital Conservation Buffer was 6.44% and C&N Bank’s Capital Conservation Buffer was 6.10%.
On September 25, 2023, the Corporation announced a treasury stock repurchase program with no expiration that can be suspended or terminated by the Board of Directors, in its sole discretion. Under this program, the Corporation is authorized to repurchase up to 750,000 shares of its common stock. There were no shares repurchased during the first six months of 2026. At June 30, 2026, there were 723,465 shares available to be repurchased under the program.
Future dividend payments and repurchases of common stock will depend upon maintenance of a strong financial condition, future earnings and capital and regulatory requirements. In addition, the Corporation and C&N Bank are subject to restrictions on the amount of dividends that may be paid without approval of banking regulatory authorities. The Corporation’s ability to pay dividends, repurchase stock or engage in other activities may be limited by the Federal Reserve if the Corporation fails to hold capital commensurate with its overall risk profile.
The Corporation’s total stockholders’ equity is affected by fluctuations in the fair values of available-for-sale debt securities. The difference between amortized cost and fair value of available-for-sale debt securities, net of deferred income tax, is included in accumulated other comprehensive (loss) income within stockholders’ equity. Accumulated other comprehensive (loss) income is excluded from the Bank’s and the Corporation’s regulatory capital ratios. The balance in accumulated other comprehensive loss related to unrealized losses on available-for-sale debt securities, net of deferred income tax, amounted to $24,284,000 at June 30, 2026 and $23,154,000 at December 31, 2025. Changes in accumulated other comprehensive loss are excluded from earnings and directly increase or decrease stockholders’ equity. To the extent unrealized losses on available-for-sale debt securities result from credit losses, unrealized losses are recorded as a charge against earnings. The securities section of Management’s Discussion and Analysis and Note 6 to the unaudited consolidated financial statements provide additional information concerning management’s evaluation of available-for-sale debt securities for credit losses at June 30, 2026.
Tangible common equity is a non- U.S. GAAP measure, and tangible common book value per share and tangible common equity as a percentage of tangible assets are non- U.S. GAAP ratios. Management believes this non- U.S. GAAP information is helpful in evaluating the strength of the Corporation’s capital and in providing an alternative presentation of the Corporation’s net worth. Information at June 30, 2026 and December 31, 2025 is as follows:
(Dollars In Thousands, Except Per Share Data)
June 30,
December 31,
2026
2025
Total Assets
$
3,151,984
$
3,132,469
Less: Intangible Asset, Goodwill
(63,311)
(63,311)
Less: Intangible Asset, Core Deposit Intangibles, net
(9,944)
(11,573)
Related Tax Effect on Core Deposit Intangibles, net
2,188
2,546
Tangible Assets (1)
$
3,080,917
$
3,060,131
Total Stockholders' Equity
$
346,129
$
341,714
Less: Intangible Asset, Goodwill
(63,311)
(63,311)
Less: Intangible Asset, Core Deposit Intangibles, net
(9,944)
(11,573)
Related Tax Effect on Core Deposit Intangibles, net
2,188
2,546
Tangible Common Equity (2)
$
275,062
$
269,376
Common Shares Outstanding, End of Period (3)
17,942,105
17,823,444
Common Book Value per Share (GAAP)
$
19.29
$
19.17
Tangible Common Book Value per Share = (2)/(3)
$
15.33
$
15.11
Tangible Common Equity (2) / Tangible Assets (1)
8.93
%
8.80
%
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CITIZENS & NORTHERN CORPORATION – FORM 10-Q
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.