Item 5. Other Information
Item 5. Other Information
The table below details the directors or executive officers for whom a written plan for the purchase of the Corporation’s common stock that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) became effective in the second quarter 2026.
Name
Title
Effective date
Expiration date
Katherine W. Shattuck
Director
May 1, 2026
April 30, 2027
Frank G. Pellegrino
Director
May 1, 2026
April 30, 2027
The written plan provides for the directors to receive designated fees for their service as directors in the form of the Corporation’s common stock to be purchased in the open market by the Corporation’s transfer agent. Each of the directors identified above asserted they were not aware of material nonpublic information about the Corporation or its common stock at the time they adopted the written plan.
Except as noted above, during the three months ended June 30, 2026, no director or officer of the Corporation adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement”, as each term is defined in Item 408(a) of Regulation S-K.
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CITIZENS & NORTHERN CORPORATION – FORM 10-Q
Item 6. Exhibits
2.1
Agreement and Plan of Merger dated April 23, 2025 between Susquehanna Community Financial, Inc. and Citizens & Northern Corporation
Incorporated by reference to Exhibit 2.1 of the Corporation’s Form 8-K filed April 23, 2025
3.1
Articles of Incorporation
Incorporated by reference to Exhibit 3.1 of the Corporation’s Form 10-Q filed May 6, 2022
3.2
By-laws
Incorporated by reference to Exhibit 3.1 of the Corporation’s Form 8-K filed February 18, 2022
10.1
Form of Time-Based Restricted Stock agreement dated June 19, 2026 between the Corporation and William F. Van Sant, III pursuant to the Citizens & Northern Corporation 2023 Equity Incentive Plan
Filed herewith
31.
Rule 13a-14(a)/15d-14(a) certifications:
31.1
Certification of Chief Executive Officer
Filed herewith
31.2
Certification of Chief Financial Officer
Filed herewith
32.
Section 1350 certifications
Filed herewith
101.INS
Inline XBRL Instance Document.
Filed herewith
101.SCH
Inline XBRL Schema Document.
Filed herewith
101.CAL
Inline XBRL Calculation Linkbase Document.
Filed herewith
101.DEF
Inline XBRL Definition Linkbase Document.
Filed herewith
101.LAB
Inline XBRL Label Linkbase Document.
Filed herewith
101.PRE
Inline XBRL Presentation Linkbase Document.
Filed herewith
104
The cover page of the Corporation’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, formatted in Inline XBRL (contained in Exhibit 101).
Filed herewith
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CITIZENS & NORTHERN CORPORATION – FORM 10-Q
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
CITIZENS & NORTHERN CORPORATION
August 7, 2026
By: /s/ J. Bradley Scovill
Date
President and Chief Executive Officer
August 7, 2026
By: /s/ Mark A. Hughes
Date
Treasurer and Chief Financial Officer
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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.