15 unchanged sentences
Based on that assessment, we concluded that, as of December 31, 2024, the Corporation’s internal control over financial reporting is effective based on the criteria established in Internal Control – Integrated Framework (2013).
−Removed: Baker Tilly US, LLP, the independent registered public accounting firm that audited the Corporation’s consolidated financial statements, has issued an audit report on the Corporation’s internal control over financial reporting as of December 31, 2023.
−Removed: That report appears immediately prior to this report.
+Added: Crowe LLP, the independent registered public accounting firm that audited the Corporation’s consolidated financial statements, has issued an audit report on the Corporation’s internal control over financial reporting as of December 31, 2024.
March 6, 2025
19 unchanged sentences
PRINCIPAL ACCOUNTANT FEES AND SERVICES
−Removed: Information concerning services provided by the Corporation’s independent auditor Baker Tilly US, LLP, the audit committee’s pre-approval policies and procedures for such services, and fees paid by the Corporation to that firm, is incorporated herein by reference to disclosure under the caption “Fees of Independent Public Accountants” of the Corporation’s proxy statement dated March 15, 2024 for the annual meeting of stockholders to be held on April 25, 2024.
+Added: Information concerning services provided by the Corporation’s independent auditor Crowe LLP, the audit committee’s pre-approval policies and procedures for such services, and fees paid by the Corporation to that firm, is incorporated herein by reference to disclosure under the caption “Fees of Independent Public Accountants” of the Corporation’s proxy statement dated March 14, 2025 for the annual meeting of stockholders to be held on April 24, 2025.
EX HIBITS AND FINANCIAL STATEMENT SCHEDULES
1 unchanged sentence
Report of Independent Registered Public Accounting Firm (PCAOB ID:
+Added: Report of Predecessor Auditor (PCAOB ID:
Financial Statements:
25 unchanged sentences
Filed herewith
−Removed: 10.2 Form of Performance-Based Restricted Stock Agreement dated February 20, 2024 between the Corporation and Executive Officers pursuant to the Citizens & Northern Corporation 2023 Equity Incentive Plan
−Removed: Filed herewith
−Removed: 10.3 Form of Restricted Stock agreement dated January 31, 2024 between the Corporation and its independent directors pursuant to the Citizens & Northern Corporation 2023 Equity Incentive Plan
+Added: 10.2 Form of Performance-Based Restricted Stock Agreement dated January 31, 2025 between the Corporation and Executive Officers pursuant to the Citizens & Northern Corporation 2023 Equity Incentive Plan
Filed herewith
+Added: 10.3 Restricted Stock Agreement dated July 30, 2024 between the Corporation and J.
+Added: Bradley Scovill
+Added: Incorporated by reference to Exhibit 10.1 filed with the Corporation’s Form 8-K on July 31, 2024
10.4 2025 Annual Performance Incentive Award Plan
6 unchanged sentences
Incorporated by reference to Exhibit 10.8 filed with Corporation’s Form 10-K on February 15, 2018
+Added: 10.8 Amended and Restated Employment Agreement dated May 22, 2024 between the Corporation and J.
+Added: Bradley Scovill
+Added: Incorporated by reference to Exhibit 10.1 filed with Corporation’s Form 8-K on May 28, 2024
10.9 Second Amendment to Employment Agreement dated August 24, 2018 between the Corporation and J.
88 unchanged sentences
Not applicable
+Added: Citizens & Northern Corporation Insider Trading Policy
+Added: Filed herewith
Subsidiaries of the registrant
2 unchanged sentences
Not applicable
−Removed: Consent of Independent Registered Public Accounting Firm
+Added: 23.1 Consent of Crowe LLP
Filed herewith
+Added: 23.2 Consent of Baker Tilly US, LLP
+Added: Filed herewith
Power of attorney
16 unchanged sentences
Additional exhibits
−Removed: 99.1 Additional information mailed or made available online to shareholders with proxy statement and Form 10-K on March 11, 2024
−Removed: Filed herewith
+Added: Not applicable
101.INS Inline XBRL Instance Document.
36 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.