CITIZENS & NORTHERN CORP 10-Q

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds Issuer Purchases of Equity Securities Effective February 18, 2021, the Corporation amended its treasury stock repurchase program. Under the amended program, the Corporation is authorized to repurchase up to 1,000,000 shares of the Corporation’s common stock, or 6.25% of the Corporation’s issued and outstanding shares at February 18, 2021. As of March 31, 2023, 752,130 shares have been repurchased under the repurchase program. As permitted by securities laws and other legal requirements and subject to market conditions and other factors, purchases may be made from time to time in the open market at prevailing prices, or through privately negotiated transactions. Consistent with the previously approved program, the Board of Directors' February 18, 2021 approval provides that: (1) the treasury stock repurchase program, as amended to increase the repurchase authorization to 1,000,000 shares, shall be effective when publicly announced and shall continue thereafter until suspended or terminated by the Board of Directors, in its sole discretion; and (2) all shares of common stock repurchased pursuant to the program shall be held as treasury shares and be available for use and reissuance for purposes as and when determined by the Board of Directors including, without limitation, pursuant to the Company's Dividend Reinvestment and Stock Purchase Plan and its equity compensation program. The following table sets forth a summary of the purchases by the Corporation of its common stock during the first quarter 2023. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Number of Maximum ​ ​ ​ ​ ​ ​ ​ Shares ​ Number of ​ ​ ​ ​ ​ ​ ​ Purchased ​ Shares that May ​ ​ ​ ​ ​ ​ ​ as Part of ​ Yet ​ ​ ​ ​ ​ ​ ​ Publicly ​ be Purchased ​ ​ Total Number ​ Average ​ Announced ​ Under ​ ​ of Shares ​ Price Paid ​ Plans ​ the Plans or Period ​ Purchased ​ per Share ​ or Programs ​ Programs January 1 - 31, 2023 0 ​ $ N/A 674,700 325,300 February 1 - 28, 2023 0 ​ $ N/A 674,700 325,300 March 1 - 31, 2023 77,430 ​ $ 21.47 752,130 247,870 ​ ​ 59 Table of Contents CITIZENS & NORTHERN CORPORATION – FORM 10-Q ​ Item 3. Defaults Upon Senior Securities None ​ Item 4. Mine Safety Disclosures Not applicable ​