Basic Stats
| LEI | 254900SK7KTN4QNPHP32 |
| CIK | 810958 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Citizens & Northern Corporation
SEC Filings (Chronological Order)
This page provides a complete, chronological list of SEC Filings, excluding ownership filings which we provide elsewhere.
| August 28, 2025 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-288838 PROXY STATEMENT/PROSPECTUS SUPPLEMENT (to Proxy Statement/Prospectus dated August 6, 2025) Supplement to Proxy Statement for Special Meeting of Shareholders of Susquehanna Community Financial, Inc. and Citizens & Northern Corporation Prospectus for 2,273,051 Shares of Citizens & Northern Common Stock This Supplement to Proxy Statement/ |
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| August 28, 2025 |
As filed with the Securities and Exchange Commission on August 28, 2025 As filed with the Securities and Exchange Commission on August 28, 2025 Registration No. |
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| August 8, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ⌧ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 or ◻ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: |
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| August 6, 2025 |
TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(3) Registration No. 333-288838 Proxy Statement/Prospectus PROXY STATEMENT FOR SPECIAL MEETING OF SHAREHOLDERS OF SUSQUEHANNA COMMUNITY FINANCIAL, INC. MERGER PROPOSED — YOUR VOTE IS VERY IMPORTANT CITIZENS & NORTHERN CORPORATION PROSPECTUS FOR 2,273,051 SHARES OF CITIZENS & NORTHERN CORPORATION COMMON STOCK Nasdaq: CZNC Dear Shareholders of Susqueh |
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| August 4, 2025 |
As filed with the Securities and Exchange Commission on August 4, 2025 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on August 4, 2025 Registration Statement No. |
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| August 4, 2025 |
Form of Proxy Card for Special Meeting of Shareholders of Susquehanna Community Financial, Inc. Exhibit 99.1 A Proposals — The Board recommends a vote FOR the Susquehanna merger proposal and FOR the Susquehanna adjournment proposal. 046IPD 1. Susquehanna merger proposal: Proposal to approve and adopt the Agreement and Plan of Merger, dated as of April 23, 2025, by and between Susquehanna Community Financial, Inc. (“Susquehanna”) and Citizens & Northern Corporation (“C&N”), which provides for |
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| July 24, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 July 24, 2025 Date of Report (Date of earliest event reported) Citizens & Northern Corporation (Exact name of registrant as specified in its charter) Pennsylvania 0-16084 23-2451943 (State or other jurisdiction (Commission (IRS Emplo |
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| July 24, 2025 |
EXHIBIT 99.2 – Supplemental, Unaudited Financial Information CONDENSED, CONSOLIDATED EARNINGS INFORMATION (Dollars In Thousands, Except Per Share Data) (Unaudited) 2ND 2ND QUARTER QUARTER 2025 2024 $ Incr. (Decr.) % Incr. (Decr.) Interest and Dividend Income $ 32,454 $ 31,326 $ 1,128 3.60 % Interest Expense 11,312 11,881 (569) (4.79) % Net Interest Income 21,142 19,445 1,697 8.73 % Provision for C |
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| July 24, 2025 |
C&N DECLARES DIVIDEND AND ANNOUNCES SECOND QUARTER 2025 UNAUDITED FINANCIAL RESULTS Exhibit 99.1 Contact: Charity Frantz July 24, 2025 570-724-0225 [email protected] C&N DECLARES DIVIDEND AND ANNOUNCES SECOND QUARTER 2025 UNAUDITED FINANCIAL RESULTS For Immediate Release: Wellsboro, PA – Citizens & Northern Corporation (“C&N”) (NASDAQ: CZNC) announced its most recent dividend declaration and its unaudited, consolidated financial results for the three-month and six-month perio |
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| July 22, 2025 |
Calculation of Registration Fee Exhibit 107 Calculation of Filing Fee Tables Form S-4 (Form Type) Citizens & Northern Corporation. |
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| July 22, 2025 |
Form of Employment Agreement, dated April 23, 2025, between the Corporation and Jeffrey Hollenbach Exhibit 10.45 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into as of April 23, 2025 by and among CITIZENS & NORTHERN CORPORATION, a Pennsylvania business corporation (the "Corporation"), CITIZENS & NORTHERN BANK (the “Bank”)), a Pennsylvania chartered bank, and Jeffrey Hollenbach, an adult individual ("Executive"). WITNESSETH: WHEREAS, the Bank is a wholly |
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| July 22, 2025 |
As filed with the Securities and Exchange Commission on July 22, 2025 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on July 22, 2025 Registration Statement No. |
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| July 22, 2025 |
Consent of Christian Trate to Serve as Director Exhibit 99.3 CONSENT OF PROPOSED DIRECTOR In accordance with Rule 438 promulgated under the Securities Act of 1933, as amended, and in connection with the Registration Statement on Form S-4 (the “Registration Statement”) of Citizens & Northern Corporation (“C&N”) relating to the transactions contemplated by the Agreement and Plan of Merger, dated as April 23, 2025, by and between C&N and Susquehan |
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| July 22, 2025 |
Exhibit 10.44 SEPARATION AND NON-COMPETITION AGREEMENT THIS SEPARATION AND NON-COMPETITION AGREEMENT (the “Agreement”) is made and entered into as of April 23, 2025 by and among CITIZENS & NORTHERN CORPORATION, a Pennsylvania business corporation (the “Corporation”), CITIZENS & NORTHERN BANK (the “Bank”), a Pennsylvania chartered bank, Susquehanna Community Financial, Inc., a Pennsylvania business |
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| July 22, 2025 |
Description of registrant’s securities Exhibit 4.4 DESCRIPTION OF CITIZENS & NORTHERN CORPORATION COMMON STOCK Authorized Capital; Dividend and Liquidation Rights. C&N: The authorized capital stock of Citizens & Northern Corporation ("C&N") consists of twenty million (20,000,000) shares of common stock, par value one dollar ($1.00) per share, and thirty thousand (30,000) shares of preferred stock, par value one thousand dollars ($1,000 |
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| July 22, 2025 |
Form of Employment Agreement, dated April 23, 2025, between the Corporation and David S. Runk Exhibit 10.43 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of April 23, 2025 by and among CITIZENS & NORTHERN CORPORATION, a Pennsylvania business corporation (the "Corporation"), CITIZENS & NORTHERN BANK (the "Bank"), a Pennsylvania chartered bank, and David S. Runk, an adult individual ("Employee"). WITNESSETH: WHEREAS, the Bank is a wholly-owned |
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| May 9, 2025 |
Exhibit 10.1 CITIZENS & NORTHERN CORPORATION 2023 EQUITY INCENTIVE PLAN TIME-BASED RESTRICTED STOCK AGREEMENT – INDEPENDENT DIRECTORS RESTRICTED STOCK AGREEMENT dated as of the 24th day of April 2025, by and between Citizens & Northern Corporation (the "Corporation") and a member of the Board of Directors of the Corporation or of a subsidiary (the "Recipient"). Pursuant to the Citizens & Northern |
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| May 9, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ⌧ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 or ◻ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: |
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| April 28, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 April 24, 2025 Date of Report (Date of earliest event reported) Citizens & Northern Corporation (Exact name of registrant as specified in its charter) Pennsylvania 0-16084 23-2451943 (State or other jurisdiction of incorporation) (Co |
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| April 23, 2025 |
EXHIBIT 99.2 – Supplemental, Unaudited Financial Information CONDENSED, CONSOLIDATED EARNINGS INFORMATION (Dollars In Thousands, Except Per Share Data) (Unaudited) 1ST 1ST QUARTER QUARTER 2025 2024 $ Incr. (Decr.) % Incr. (Decr.) Interest and Dividend Income $ 31,709 $ 30,336 $ 1,373 4.53 % Interest Expense 11,734 11,295 439 3.89 % Net Interest Income 19,975 19,041 934 4.91 % Provision for Credit |
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| April 23, 2025 |
EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGER BY AND BETWEEN CITIZENS & NORTHERN CORPORATION AND SUSQUEHANNA COMMUNITY FINANCIAL, INC. 23 April 2025 TABLE OF CONTENTS ARTICLE 1A. DEFINITIONS1 ARTICLE I. THE MERGER2 1.1 Merger; Bank Merger2 1.2 Name2 1.3 Articles of Incorporation and Bylaws2 1.4 Directors and Officers2 ARTICLE II. CONVERSION AND EXCHANGE OF SHARES INTO THE MERGER CONSIDERATION3 2 |
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| April 23, 2025 |
C&N DECLARES DIVIDEND AND ANNOUNCES FIRST QUARTER 2025 UNAUDITED FINANCIAL RESULTS Exhibit 99.1 Contact: Charity Frantz April 23, 2025 570-724-0225 [email protected] C&N DECLARES DIVIDEND AND ANNOUNCES FIRST QUARTER 2025 UNAUDITED FINANCIAL RESULTS For Immediate Release: Wellsboro, PA – Citizens & Northern Corporation (“C&N”) (NASDAQ: CZNC) announced its most recent dividend declaration and its unaudited, consolidated financial results for the three-month period ended March |
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| April 23, 2025 |
Exhibit 99.2 + Strategic Acquisition Expanding Our Presence in Central Pennsylvania April 23, 2025 EXHIBIT 99.2 Filed by Citizens & Northern Corporation Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Susquehanna Community Financial, Inc. Commission File No.: 000-16084 Forward Looking Statemen |
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| April 23, 2025 |
EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGER BY AND BETWEEN CITIZENS & NORTHERN CORPORATION AND SUSQUEHANNA COMMUNITY FINANCIAL, INC. 23 April 2025 TABLE OF CONTENTS ARTICLE 1A. DEFINITIONS1 ARTICLE I. THE MERGER2 1.1 Merger; Bank Merger2 1.2 Name2 1.3 Articles of Incorporation and Bylaws2 1.4 Directors and Officers2 ARTICLE II. CONVERSION AND EXCHANGE OF SHARES INTO THE MERGER CONSIDERATION3 2 |
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| April 23, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 April 23, 2025 Date of Report (Date of earliest event reported) Citizens & Northern Corporation (Exact name of registrant as specified in its charter) Pennsylvania 0-16084 23-2451943 (State or other jurisdiction (Commission (IRS Empl |
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| April 23, 2025 |
Exhibit 99.2 + Strategic Acquisition Expanding Our Presence in Central Pennsylvania April 23, 2025 EXHIBIT 99.2 Filed by Citizens & Northern Corporation Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Susquehanna Community Financial, Inc. Commission File No.: 000-16084 Forward Looking Statemen |
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| April 23, 2025 |
Citizens & Northern Corporation Announces Acquisition of Susquehanna Community Financial, Inc. EXHIBIT 99.1 Filed by Citizens & Northern Corporation Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Susquehanna Community Financial, Inc. Commission File No.: 000-16084 Citizens & Northern Corporation Announces Acquisition of Susquehanna Community Financial, Inc. April 23, 2025 For Immediate |
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| April 23, 2025 |
Citizens & Northern Corporation Announces Acquisition of Susquehanna Community Financial, Inc. EXHIBIT 99.1 Filed by Citizens & Northern Corporation Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Susquehanna Community Financial, Inc. Commission File No.: 000-16084 Citizens & Northern Corporation Announces Acquisition of Susquehanna Community Financial, Inc. April 23, 2025 For Immediate |
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| April 23, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 April 23, 2025 Date of Report (Date of earliest event reported) Citizens & Northern Corporation (Exact name of registrant as specified in its charter) Pennsylvania 0-16084 23-2451943 (State or other jurisdiction (Commission (IRS Empl |
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| April 23, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 April 23, 2025 Date of Report (Date of earliest event reported) Citizens & Northern Corporation (Exact name of registrant as specified in its charter) Pennsylvania 0-16084 23-2451943 (State or other jurisdiction (Commission (IRS Empl |
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| March 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14A-6(E) |
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| March 6, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 0-16 |
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| March 6, 2025 |
19. Citizens & Northern Corporation Insider Trading Policy Exhibit 19 CITIZENS & NORTHERN CORPORATION INSIDER TRADING COMPLIANCE PROGRAM In order to take an active role in the prevention of insider trading violations by its officers, directors, employees and other related individuals, Citizens & Northern Corporation and its subsidiaries (Citizens & Northern Bank, Bucktail Life Insurance Company and Citizens & Northern Investment Corporation) and Citizens & Northern Bank and its subsidiary (C&N Financial Services, LLC), collectively called the “Company”, have adopted the policies and procedures described in this document and accompanying exhibits. |
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| March 6, 2025 |
EXHIBIT 10.2 CITIZENS & NORTHERN CORPORATION 2023 EQUITY INCENTIVE PLAN PERFORMANCE-BASED RESTRICTED STOCK AGREEMENT RESTRICTED STOCK AGREEMENT dated as of the 31st day of January 2025, by and between Citizens & Northern Corporation (the "Corporation") and an employee of the Corporation or of a subsidiary (the "Recipient"). Pursuant to the Citizens & Northern Corporation 2023 Equity Incentive Plan |
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| March 6, 2025 |
Annual Performance Incentive Award Plan — Mortgage Lenders EXHIBIT 10.5 2025 Annual Performance Incentive Award Plan — Mortgage Lenders Section l: Purpose of the Plan The purpose of the Performance Incentive Award Plan ("the Plan") is to provide variable compensation to Citizens & Northern employees who are actively engaged in interviewing residential real estate applicants, processing the applications and closing the loans. The Plan is designed to reward |
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| March 6, 2025 |
2025 Annual Performance Incentive Award Plan EXHIBIT 10.4 2025 Annual Performance Incentive Award Plan (*) Part I: Plan Administration Section 1: Purpose of the Plan The purpose of the Performance Incentive Award Plan ("the Plan") is to provide variable compensation to those employees in key positions who attain and sustain consistently high levels of performance by meeting and exceeding goals and expectations that contribute to the success, |
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| March 6, 2025 |
EXHIBIT 10.1 CITIZENS & NORTHERN CORPORATION 2023 EQUITY INCENTIVE PLAN TIME-BASED RESTRICTED STOCK AGREEMENT - EMPLOYEES RESTRICTED STOCK AGREEMENT dated as of the 31st day of January 2025, by and between Citizens & Northern Corporation (the "Corporation") and an employee of the Corporation or of a subsidiary (the "Recipient"). Pursuant to the Citizens & Northern Corporation 2023 Equity Incentive |
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| March 6, 2025 |
Subsidiaries of the registrant EXHIBIT 21 Jurisdiction or Name State of Incorporation Citizens & Northern Bank (A) Pennsylvania Bucktail Life Insurance Company (A) Arizona Citizens & Northern Investment Corporation (A) Delaware C&N Financial Services, LLC (B) Pennsylvania Northern Tier Holding LLC (B) Pennsylvania (A) Wholly-owned subsidiary of Citizens & Northern Corporation (B) Wholly-owned subsidiary of Citizens & Northern B |
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| January 23, 2025 |
EXHIBIT 99.2 – Supplemental, Unaudited Financial Information CONDENSED, CONSOLIDATED EARNINGS INFORMATION (Dollars In Thousands, Except Per Share Data) (Unaudited) 4TH 4TH QUARTER QUARTER 2024 2023 $ Incr. (Decr.) % Incr. (Decr.) Interest and Dividend Income $ 33,329 $ 30,236 $ 3,093 10.23 % Interest Expense 12,856 10,642 2,214 20.80 % Net Interest Income 20,473 19,594 879 4.49 % (Credit) Provisio |
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| January 23, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 January 23, 2025 Date of Report (Date of earliest event reported) Citizens & Northern Corporation (Exact name of registrant as specified in its charter) Pennsylvania 0-16084 23-2451943 (State or other jurisdiction (Commission (IRS Em |
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| January 23, 2025 |
C&N DECLARES DIVIDEND AND ANNOUNCES FOURTH QUARTER 2024 UNAUDITED FINANCIAL RESULTS Exhibit 99.1 Contact: Charity Frantz January 23, 2025 570-724-0225 [email protected] C&N DECLARES DIVIDEND AND ANNOUNCES FOURTH QUARTER 2024 UNAUDITED FINANCIAL RESULTS For Immediate Release: Wellsboro, PA – Citizens & Northern Corporation (“C&N”) (NASDAQ: CZNC) announced its most recent dividend declaration and its unaudited, consolidated financial results for the three-month and annual perio |
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| November 6, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ⌧ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 or ◻ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file num |
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| October 17, 2024 |
EXHIBIT 99.2 – Supplemental, Unaudited Financial Information CONDENSED, CONSOLIDATED EARNINGS INFORMATION (Dollars In Thousands, Except Per Share Data) (Unaudited) 3rd 3rd QUARTER QUARTER 2024 2023 $ Incr. (Decr.) % Incr. (Decr.) Interest and Dividend Income $ 33,087 $ 29,118 $ 3,969 13.63 % Interest Expense 12,931 9,455 3,476 36.76 % Net Interest Income 20,156 19,663 493 2.51 % Provision (Credit) |
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| October 17, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 October 17, 2024 Date of Report (Date of earliest event reported) Citizens & Northern Corporation (Exact name of registrant as specified in its charter) Pennsylvania 0-16084 23-2451943 (State or other jurisdiction (Commission (IRS Em |
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| October 17, 2024 |
C&N DECLARES DIVIDEND AND ANNOUNCES THIRD QUARTER 2024 UNAUDITED FINANCIAL RESULTS EX-99.1 2 cznc-20241017xex99d1.htm EX-99.1 Exhibit 99.1 Contact: Charity Frantz October 17, 2024 570-724-0225 [email protected] C&N DECLARES DIVIDEND AND ANNOUNCES THIRD QUARTER 2024 UNAUDITED FINANCIAL RESULTS For Immediate Release: Wellsboro, PA – Citizens & Northern Corporation (“C&N”) (NASDAQ: CZNC) announced its most recent dividend declaration and its unaudited, consolidated financial re |
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| August 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ⌧ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 or ◻ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: |
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| July 31, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 July 30, 2024 Date of Report (Date of earliest event reported) Citizens & Northern Corporation (Exact name of registrant as specified in its charter) Pennsylvania 0-16084 23-2451943 (State or other jurisdiction of incorporation) (Com |
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| July 31, 2024 |
Exhibit 10.1 CITIZENS & NORTHERN CORPORATION 2023 EQUITY INCENTIVE PLAN TIME-BASED RESTRICTED STOCK AGREEMENT RESTRICTED STOCK AGREEMENT dated as of the 30th day of July 2024, by and between Citizens & Northern Corporation (the "Corporation") and J. Bradley Scovill an employee of the Corporation or of a subsidiary (the "Recipient"). Pursuant to the Citizens & Northern Corporation 2023 Equity Incen |
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| July 18, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 July 18, 2024 Date of Report (Date of earliest event reported) Citizens & Northern Corporation (Exact name of registrant as specified in its charter) Pennsylvania 0-16084 23-2451943 (State or other jurisdiction (Commission (IRS Emplo |
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| July 18, 2024 |
C&N DECLARES DIVIDEND AND ANNOUNCES SECOND QUARTER 2024 UNAUDITED FINANCIAL RESULTS Exhibit 99.1 Contact: Charity Frantz July 18, 2024 570-724-0225 [email protected] C&N DECLARES DIVIDEND AND ANNOUNCES SECOND QUARTER 2024 UNAUDITED FINANCIAL RESULTS For Immediate Release: Wellsboro, PA – Citizens & Northern Corporation (“C&N”) (NASDAQ: CZNC) announced its most recent dividend declaration and its unaudited, consolidated financial results for the three-month and six month perio |
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| July 18, 2024 |
EXHIBIT 99.2 – Supplemental, Unaudited Financial Information CONDENSED, CONSOLIDATED EARNINGS INFORMATION (Dollars In Thousands, Except Per Share Data) (Unaudited) 2nd 2nd QUARTER QUARTER 2024 2023 $ Incr. (Decr.) % Incr. (Decr.) Interest and Dividend Income $ 31,326 $ 28,011 $ 3,315 11.83 % Interest Expense 11,881 7,649 4,232 55.33 % Net Interest Income 19,445 20,362 (917) (4.50) % Provision for |
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| May 28, 2024 |
Exhibit 10.1 AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED AGREEMENT is made to be effective as of May 22, 2024 (the "Effective Date") by and among CITIZENS & NORTHERN CORPORATION, a Pennsylvania business corporation (the "Corporation"), CITIZENS & NORTHERN BANK (the "Bank"), a Pennsylvania chartered bank, and J. BRADLEY SCOVILL, an adult individual ("Executive"). WITNESSETH: |
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| May 28, 2024 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 May 22, 2024 Date of Report (Date of earliest event reported) Citizens & Northern Corporation (Exact name of registrant as specified in its charter) Pennsylvania 0-16084 23-2451943 (State or other jurisdiction of incorporation) (Comm |
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| May 14, 2024 |
Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 May 10, 2024 Date of Report (Date of earliest event reported) Citizens & Northern Corporation (Exact name of registrant as specified in its charter) Pennsylvania 0-16084 23-2451943 (State or other jurisdiction of incorporation) (Comm |
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| May 14, 2024 |
16. Letter re: change in certifying accountant Exhibit 16.1 May 14, 2024 Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Dear Ladies and Gentlemen: We are the former independent registered public accounting firm for Citizens & Northern Corporation (the “Company”). We have read the Company’s disclosure set forth in Item 4.01 “Changes in Registrant’s Certifying Accountant” of the Company’s Current Report on Form 8-K date |
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| May 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ⌧ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 or ◻ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: |
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| April 30, 2024 |
Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 April 25, 2024 Date of Report (Date of earliest event reported) Citizens & Northern Corporation (Exact name of registrant as specified in its charter) Pennsylvania 0-16084 23-2451943 (State or other jurisdiction of incorporation) (Co |
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| April 25, 2024 |
C&N DECLARES DIVIDEND AND ANNOUNCES FIRST QUARTER 2024 UNAUDITED FINANCIAL RESULTS Exhibit 99.1 Contact: Charity Frantz April 25, 2024 570-724-0225 [email protected] C&N DECLARES DIVIDEND AND ANNOUNCES FIRST QUARTER 2024 UNAUDITED FINANCIAL RESULTS For Immediate Release: Wellsboro, PA – Citizens & Northern Corporation (“C&N”) (NASDAQ: CZNC) announced its most recent dividend declaration and its unaudited, consolidated financial results for the three-month period ended March |
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| April 25, 2024 |
EXHIBIT 99.2 – Supplemental, Unaudited Financial Information CONDENSED, CONSOLIDATED EARNINGS INFORMATION (Dollars In Thousands, Except Per Share Data) (Unaudited) 1ST 1ST QUARTER QUARTER 2024 2023 $ Incr. (Decr.) % Incr. (Decr.) Interest and Dividend Income $ 30,336 $ 26,139 $ 4,197 16.06 % Interest Expense 11,295 5,358 5,937 110.81 % Net Interest Income 19,041 20,781 (1,740) (8.37) % Provision ( |
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| April 25, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 April 25, 2024 Date of Report (Date of earliest event reported) Citizens & Northern Corporation (Exact name of registrant as specified in its charter) Pennsylvania 0-16084 23-2451943 (State or other jurisdiction (Commission (IRS Empl |
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| March 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14A-6(E) |
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| March 11, 2024 |
EXHIBIT 10.3 CITIZENS & NORTHERN CORPORATION 2023 EQUITY INCENTIVE PLAN TIME-BASED RESTRICTED STOCK AGREEMENT – INDEPENDENT DIRECTORS RESTRICTED STOCK AGREEMENT dated as of the 31st day of January 2024, by and between Citizens & Northern Corporation (the "Corporation") and a member of the Board of Directors of the Corporation or of a subsidiary (the "Recipient"). Pursuant to the Citizens & Norther |
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| March 11, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 0-16 |
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| March 11, 2024 |
EXHIBIT 10.1 CITIZENS & NORTHERN CORPORATION 2023 EQUITY INCENTIVE PLAN TIME-BASED RESTRICTED STOCK AGREEMENT - EMPLOYEES RESTRICTED STOCK AGREEMENT dated as of the 31st day of January 2024, by and between Citizens & Northern Corporation (the "Corporation") and an employee of the Corporation or of a subsidiary (the "Recipient"). Pursuant to the Citizens & Northern Corporation 2023 Equity Incentive |
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| March 11, 2024 |
10.5 2024 Annual Performance Incentive Award Plan - Mortgage Lenders EXHIBIT 10.5 2024 Annual Performance Incentive Award Plan — Mortgage Lenders Section l: Purpose of the Plan The purpose of the Performance Incentive Award Plan ("the Plan") is to provide variable compensation to Citizens & Northern employees who are actively engaged in interviewing residential real estate applicants, processing the applications and closing the loans. The Plan is designed to reward |
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| March 11, 2024 |
10.4 2024 Annual Performance Incentive Award Plan EXHIBIT 10.4 2024 Annual Performance Incentive Award Plan (*) Part I: Plan Administration Section 1: Purpose of the Plan The purpose of the Performance Incentive Award Plan ("the Plan") is to provide variable compensation to those employees in key positions who attain and sustain consistently high levels of performance by meeting and exceeding goals and expectations that contribute to the success, |
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| March 11, 2024 |
Exhibit 99.1 ADAPTABILITY AGILITY: 2023 Annual Highlights Navigating New Landscapes From Storms to Strength, Building a Legacy of Endurance CONTENTS 2023 ANNUAL HIGHLIGHTS President&CEO – Shareholder Letter 4 Lead&Guide – C&N Leadership 8 Dollars&Sense – C&N Financial Profile 10 Quarterly Share Data Operations Comparisons End of Period Balances Consolidated Financial Data C&N Wealth Management Awa |
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| March 11, 2024 |
21. Subsidiaries of the registrant EXHIBIT 21 Jurisdiction or Name State of Incorporation Citizens & Northern Bank (A) Pennsylvania Bucktail Life Insurance Company (A) Arizona Citizens & Northern Investment Corporation (A) Delaware C&N Financial Services, LLC (B) Pennsylvania Northern Tier Holding LLC (B) Pennsylvania (A) Wholly-owned subsidiary of Citizens & Northern Corporation (B) Wholly-owned subsidiary of Citizens & Northern B |
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| March 11, 2024 |
EXHIBIT 10.2 CITIZENS & NORTHERN CORPORATION 2023 EQUITY INCENTIVE PLAN PERFORMANCE-BASED RESTRICTED STOCK AGREEMENT RESTRICTED STOCK AGREEMENT dated as of the 20th day of February 2024, by and between Citizens & Northern Corporation (the "Corporation") and an employee of the Corporation or of a subsidiary (the "Recipient"). Pursuant to the Citizens & Northern Corporation 2023 Equity Incentive Pla |
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| January 18, 2024 |
C&N DECLARES DIVIDEND AND ANNOUNCES FOURTH QUARTER 2023 UNAUDITED FINANCIAL RESULTS Exhibit 99.1 Contact: Charity Frantz January 18, 2024 570-724-0225 [email protected] C&N DECLARES DIVIDEND AND ANNOUNCES FOURTH QUARTER 2023 UNAUDITED FINANCIAL RESULTS For Immediate Release: Wellsboro, PA – Citizens & Northern Corporation (“C&N”) (NASDAQ: CZNC) announced its most recent dividend declaration and its unaudited, consolidated financial results for the three-month and annual perio |
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| January 18, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 January 18, 2024 Date of Report (Date of earliest event reported) Citizens & Northern Corporation (Exact name of registrant as specified in its charter) Pennsylvania 0-16084 23-2451943 (State or other jurisdiction (Commission (IRS Em |
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| January 18, 2024 |
EXHIBIT 99.2 – Supplemental, Unaudited Financial Information CONDENSED, CONSOLIDATED EARNINGS INFORMATION (Dollars In Thousands, Except Per Share Data) (Unaudited) 4TH 4TH QUARTER QUARTER 2023 2022 $ Incr. (Decr.) % Incr. (Decr.) Interest and Dividend Income $ 30,236 $ 25,855 $ 4,381 16.94 % Interest Expense 10,642 3,563 7,079 198.68 % Net Interest Income 19,594 22,292 (2,698) (12.10) % Provision |
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| January 4, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 December 14, 2023 Date of Report (Date of earliest event reported) Citizens & Northern Corporation (Exact name of registrant as specified in its charter) Pennsylvania 0-16084 23-2451943 (State or other jurisdiction of incorporation) |
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| November 6, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ⌧ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 or ◻ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file num |
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| October 19, 2023 |
EX-99.2 3 cznc-20231019xex99d2.htm EX-99.2 EXHIBIT 99.2 – Supplemental, Unaudited Financial Information CONDENSED, CONSOLIDATED EARNINGS INFORMATION (Dollars In Thousands, Except Per Share Data) (Unaudited) 3RD 3RD QUARTER QUARTER 2023 2022 (Current) (Prior Year) $ Incr. (Decr.) % Incr. (Decr.) Interest and Dividend Income $ 29,118 $ 23,710 $ 5,408 22.81 % Interest Expense 9,455 2,831 6,624 233.98 |
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| October 19, 2023 |
C&N DECLARES DIVIDEND AND ANNOUNCES THIRD QUARTER 2023 UNAUDITED FINANCIAL RESULTS Exhibit 99.1 Contact: Charity Frantz October 19, 2023 570-724-0225 [email protected] C&N DECLARES DIVIDEND AND ANNOUNCES THIRD QUARTER 2023 UNAUDITED FINANCIAL RESULTS For Immediate Release: Wellsboro, PA – Citizens & Northern Corporation (“C&N”) (NASDAQ: CZNC) announced its most recent dividend declaration and its unaudited, consolidated financial results for the three-month and nine-month pe |
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| October 19, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 October 19, 2023 Date of Report (Date of earliest event reported) Citizens & Northern Corporation (Exact name of registrant as specified in its charter) Pennsylvania 0-16084 23-2451943 (State or other jurisdiction (Commission (IRS Em |
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| September 25, 2023 |
CITIZENS & NORTHERN CORPORATION APPROVES NEW TREASURY STOCK REPURCHASE PROGRAM EXHIBIT 99.1 Contact: Charity Frantz September 25, 2023 570-724-0225 [email protected] CITIZENS & NORTHERN CORPORATION APPROVES NEW TREASURY STOCK REPURCHASE PROGRAM FOR IMMEDIATE RELEASE: Wellsboro, PA – The Board of Directors of Citizens & Northern Corporation (C&N) (NASDAQ: CZNC), parent company of Citizens & Northern Bank, has approved a new treasury stock repurchase program. Announcement |
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| September 25, 2023 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 September 25, 2023 Date of Report (Date of earliest event reported) Citizens & Northern Corporation (Exact name of registrant as specified in its charter) Pennsylvania 0-16084 23-2451943 (State or other jurisdiction (Commission (IRS |
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| August 8, 2023 |
As filed with the Securities and Exchange Commission on August 8, 2023. As filed with the Securities and Exchange Commission on August 8, 2023. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CITIZENS & NORTHERN CORPORATION (Exact name of registrant as specified in its charter) Pennsylvania 23-2451943 (State or other jurisdiction of (I.R.S. Employer incorpora |
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| August 8, 2023 |
Exhibit 107.1 Calculation of Filing Fee Tables Form S-8 Registration Statement under the Securities Act of 1933 (Form Type) Citizens & Northern Corporation (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title (1) Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price Unit (2) Maximum Aggregate Offering Pr |
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| August 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ⌧ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 or ◻ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: |
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| July 20, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 July 20, 2023 Date of Report (Date of earliest event reported) Citizens & Northern Corporation (Exact name of registrant as specified in its charter) Pennsylvania 0-16084 23-2451943 (State or other jurisdiction (Commission (IRS Emplo |
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| July 20, 2023 |
EXHIBIT 99.2 – Supplemental, Unaudited Financial Information CONDENSED, CONSOLIDATED EARNINGS INFORMATION (Dollars In Thousands, Except Per Share Data) (Unaudited) 2ND 2ND QUARTER QUARTER 2023 2022 (Current) (Prior Year) $ Incr. (Decr.) % Incr. (Decr.) Interest and Dividend Income $ 28,011 $ 21,309 $ 6,702 31.45 % Interest Expense 7,649 1,684 5,965 354.22 % Net Interest Income 20,362 19,625 737 3. |
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| July 20, 2023 |
C&N DECLARES DIVIDEND AND ANNOUNCES SECOND QUARTER 2023 UNAUDITED FINANCIAL RESULTS Exhibit 99.1 Contact: Charity Frantz July 20, 2023 570-724-0225 [email protected] C&N DECLARES DIVIDEND AND ANNOUNCES SECOND QUARTER 2023 UNAUDITED FINANCIAL RESULTS For Immediate Release: Wellsboro, PA – Citizens & Northern Corporation (“C&N”) (NASDAQ: CZNC) announced its most recent dividend declaration and its unaudited, consolidated financial results for the three-month and six-month perio |
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| July 11, 2023 |
Citizens & Northern Corporation Announces Completion of Share Repurchase Program Exhibit 99.1 FOR IMMEDIATE RELEASE July 11, 2023 Citizens & Northern Corporation Announces Completion of Share Repurchase Program Wellsboro, Pa. - Citizens & Northern Corporation (the “Company”) (NASDAQ: CZNC), parent company of Citizens & Northern Bank, on July 11, 2023, announced that it had completed its previously approved treasury stock repurchase program by repurchasing a total of 1,000,000 |
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| July 11, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 July 11, 2023 Date of Report (Date of earliest event reported) Citizens & Northern Corporation (Exact name of registrant as specified in its charter) Pennsylvania 0-16084 23-2451943 (State or other jurisdiction of incorporation) (Com |
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| June 20, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A AMENDMENT NO. 1 TO CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 April 20, 2023 Date of Report (Date of earliest event reported) Citizens & Northern Corporation (Exact name of registrant as specified in its charter) Pennsylvania 0-16084 23-2451943 (State or other jurisdiction |
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| June 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 June 15, 2023 Date of Report (Date of earliest event reported) Citizens & Northern Corporation (Exact name of registrant as specified in its charter) Pennsylvania 0-16084 23-2451943 (State or other jurisdiction of incorporation) (Com |
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| June 15, 2023 |
Exhibit 99.1 Piper Sandler & Co. Piper Sandler & Co. 2023 Philly Bank Bonanza June 15, 2023 CAUTION REGARDING FORWARD LOOKING STATEMENTS This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that relate to future events or the future performance of the Company. Forward-looking statements are not guarantees of performance or |
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| May 5, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ⌧ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 or ◻ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: |
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| May 5, 2023 |
Employment agreement dated February 1, 2023 between the Corporation and Kelley A. Cwiklinski Exhibit 10.1 EMPLOYMENT AGREEMENT As Amended and Restated Effective February 1, 2023 THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into as of February 1, 2023 by and among CITIZENS & NORTHERN CORPORATION, a Pennsylvania business corporation (the "Corporation"), CITIZENS & NORTHERN BANK (the "Bank"), a Pennsylvania chartered bank, and Kelley A. Cwiklinski, an |
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| April 24, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 April 20, 2023 Date of Report (Date of earliest event reported) Citizens & Northern Corporation (Exact name of registrant as specified in its charter) Pennsylvania 0-16084 23-2451943 (State or other jurisdiction of incorporation) (Co |
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| April 20, 2023 |
EXHIBIT 99.2 – Supplemental, Unaudited Financial Information CONDENSED, CONSOLIDATED EARNINGS INFORMATION (Dollars In Thousands, Except Per Share Data) (Unaudited) 1ST 1ST QUARTER QUARTER 2023 2022 (Current) (Prior Year) $ Incr. (Decr.) % Incr. (Decr.) Interest and Dividend Income $ 26,139 $ 21,773 $ 4,366 20.05 % Interest Expense 5,358 1,441 3,917 271.83 % Net Interest Income 20,781 20,332 449 2. |
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| April 20, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 April 20, 2023 Date of Report (Date of earliest event reported) Citizens & Northern Corporation (Exact name of registrant as specified in its charter) Pennsylvania 0-16084 23-2451943 (State or other jurisdiction (Commission (IRS Empl |
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| April 20, 2023 |
C&N DECLARES DIVIDEND AND ANNOUNCES FIRST QUARTER 2023 UNAUDITED FINANCIAL RESULTS Exhibit 99.1 Contact: Charity Frantz April 20, 2023 570-724-0225 [email protected] C&N DECLARES DIVIDEND AND ANNOUNCES FIRST QUARTER 2023 UNAUDITED FINANCIAL RESULTS For Immediate Release: Wellsboro, PA – Citizens & Northern Corporation (“C&N”) (NASDAQ: CZNC) announced its most recent dividend declaration and its unaudited, consolidated financial results for the three-month period ended March |
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| March 16, 2023 |
10.4 2023 Annual Performance Incentive Award Plan EXHIBIT 10.4 2023 Annual Performance Incentive Award Plan (*) Part I: Plan Administration Section 1: Purpose of the Plan The purpose of the Performance Incentive Award Plan ("the Plan") is to provide variable compensation to those employees in key positions who attain and sustain consistently high levels of performance by meeting and exceeding goals and expectations that contribute to the success, |
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| March 16, 2023 |
Exhibit 99.1 Annual Highlights 2022 Integrate Advance Strengthening connections through transformation & growth Strengthening connections through transformation & growth Strengthening connections through transformation & growth TABLE OF CONTENTS President&CEO – Shareholder Letter 4 Lead&Guide – C&N Leadership 8 Dollars&Sense – C&N Financial Profile 10 Quarterly Share Data Operations Comparisons En |
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| March 16, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 0-16 |
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| March 16, 2023 |
10.5 2023 Annual Performance Incentive Award Plan - Mortgage Lenders EXHIBIT 10.5 2023 Annual Performance Incentive Award Plan — Mortgage Lenders Section l: Purpose of the Plan The purpose of the Performance Incentive Award Plan ("the Plan") is to provide variable compensation to Citizens & Northern employees who are actively engaged in interviewing residential real estate applicants, processing the applications and closing the loans. The Plan is designed to reward |
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| March 16, 2023 |
EXHIBIT 10.3 INDEPENDENT DIRECTORS STOCK INCENTIVE PLAN RESTRICTED STOCK AGREEMENT A total of shares of RESTRICTED common STOCK, par value $1.00, of Citizens & Northern Corporation, a Pennsylvania business corporation (herein the “Corporation”) is hereby awarded as of January 31, 2023 to (herein the “Director”), subject in all respects to the terms and provisions of the Citizens & Northern Corpora |
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| March 16, 2023 |
EXHIBIT 10.1 CITIZENS & NORTHERN CORPORATION 1995 STOCK INCENTIVE PLAN (As Amended) TIME-BASED RESTRICTED STOCK AGREEMENT RESTRICTED STOCK AGREEMENT dated as of the 31st day of January 2023, by and between Citizens & Northern Corporation (the "Corporation") and an employee of the Corporation or of a subsidiary (the "Recipient"). Pursuant to the Citizens & Northern Corporation 1995 Stock Incentive |
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| March 16, 2023 |
21. Subsidiaries of the registrant EXHIBIT 21 Jurisdiction or Name State of Incorporation Citizens & Northern Bank (A) Pennsylvania Bucktail Life Insurance Company (A) Arizona Citizens & Northern Investment Corporation (A) Delaware C&N Financial Services, LLC (B) Pennsylvania Northern Tier Holding LLC (B) Pennsylvania (A) Wholly-owned subsidiary of Citizens & Northern Corporation (B) Wholly-owned subsidiary of Citizens & Northern B |
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| March 16, 2023 |
EXHIBIT 10.2 CITIZENS & NORTHERN CORPORATION 1995 STOCK INCENTIVE PLAN (As Amended) PERFORMANCE-BASED RESTRICTED STOCK AGREEMENT RESTRICTED STOCK AGREEMENT dated as of the 31st day of January 2023, by and between Citizens & Northern Corporation (the "Corporation") and an employee of the Corporation or of a subsidiary (the "Recipient"). Pursuant to the Citizens & Northern Corporation 1995 Stock Inc |
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| March 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14A-6(E) |
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| February 17, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 February 16, 2023 Date of Report (Date of earliest event reported) Citizens & Northern Corporation (Exact name of registrant as specified in its charter) Pennsylvania 0-16084 23-2451943 (State or other jurisdiction (Commission (IRS E |
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| January 26, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 January 26, 2023 Date of Report (Date of earliest event reported) Citizens & Northern Corporation (Exact name of registrant as specified in its charter) Pennsylvania 0-16084 23-2451943 (State or other jurisdiction (Commission (IRS Em |
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| January 26, 2023 |
C&N DECLARES DIVIDEND AND ANNOUNCES FOURTH QUARTER 2022 UNAUDITED FINANCIAL RESULTS Exhibit 99.1 Contact: Charity Frantz January 26, 2023 570-724-0225 [email protected] C&N DECLARES DIVIDEND AND ANNOUNCES FOURTH QUARTER 2022 UNAUDITED FINANCIAL RESULTS For Immediate Release: Wellsboro, PA – Citizens & Northern Corporation (“C&N”) (NASDAQ: CZNC) announced its most recent dividend declaration and its unaudited, consolidated financial results for the three-month and annual perio |
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| January 26, 2023 |
EX-99.2 3 cznc-20230126xex99d2.htm EX-99.2 EXHIBIT 99.2 – Supplemental, Unaudited Financial Information CONDENSED, CONSOLIDATED EARNINGS INFORMATION (Dollars In Thousands, Except Per Share Data) (Unaudited) 4TH 4TH QUARTER QUARTER 2022 2021 (Current) (Prior Year) $ Incr. (Decr.) % Incr. (Decr.) Interest and Dividend Income $ 25,855 $ 21,246 $ 4,609 21.69 % Interest Expense 3,563 1,530 2,033 132.88 |
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| November 8, 2022 |
Exhibit 99.1 Piper Sandler & Co. East Coast Financial Services Conference November 9, 2022 CAUTION REGARDING FORWARD LOOKING STATEMENTS This presentation contains forward - looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that relate to future events or the future performance of the Company .. Forward - looking statements are not guarantees of performan |
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| November 8, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 November 8, 2022 Date of Report (Date of earliest event reported) Citizens & Northern Corporation (Exact name of registrant as specified in its charter) Pennsylvania 0-16084 23-2451943 (State or other jurisdiction of incorporation) ( |
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| November 7, 2022 |
As filed with the Securities and Exchange Commission on November 7, 2022. As filed with the Securities and Exchange Commission on November 7, 2022. Registration No. 333- ? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Citizens & Northern Corporation (Exact name of registrant as specified in its charter) ? ? ? ? Pennsylvania 23-2451943 (State or other jurisdiction of ? (I.R.S. |
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| November 7, 2022 |
Filing Fee Table (filed herewith) Exhibit 107.1 ? Calculation of Filing Fee Tables Form S-8 Registration Statement under the Securities Act of 1933 (Form Type) Citizens & Northern Corporation (Exact Name of Registrant as Specified in its Charter) ? ? ? ? ? ? ? ? ? Table 1: Newly Registered Securities Security Type Security Class Title (1) Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price Unit (2) Maximum A |
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| November 7, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ⌧ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 or ◻ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file num |
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| October 20, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 October 20, 2022 Date of Report (Date of earliest event reported) Citizens & Northern Corporation (Exact name of registrant as specified in its charter) Pennsylvania 0-16084 23-2451943 (State or other jurisdiction (Commission (IRS Em |
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| October 20, 2022 |
C&N DECLARES DIVIDEND AND ANNOUNCES THIRD QUARTER 2022 UNAUDITED FINANCIAL RESULTS Exhibit 99.1 ? Contact: Charity Frantz October 20, 2022 570-724-0225 [email protected] ? C&N DECLARES DIVIDEND AND ANNOUNCES THIRD QUARTER 2022 UNAUDITED FINANCIAL RESULTS For Immediate Release: ? Wellsboro, PA ? Citizens & Northern Corporation (?C&N?) (NASDAQ: CZNC) announced its most recent dividend declaration and its unaudited, consolidated financial results for the three-month and nine-mo |
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| October 20, 2022 |
EXHIBIT 99.2 ? Supplemental, Unaudited Financial Information ? ? CONDENSED, CONSOLIDATED EARNINGS INFORMATION (Dollars In Thousands, Except Per Share Data) (Unaudited) ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? 3RD 3RD ? ? ? QUARTER ? QUARTER ? ? ? ? ? ? ? 2022 ? 2021 ? ? ? ? ? ? ? (Current) ? (Prior Year) ? $ Incr. (Decr.) ? % Incr. (Decr.) Interest and Dividend Income ? $ 23,710 ? $ 21,073 ? $ 2,637 12.51 % |
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| August 5, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| July 21, 2022 |
? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ? FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 ? July 21, 2022 Date of Report (Date of earliest event reported) ? Citizens & Northern Corporation (Exact name of registrant as specified in its charter) ? ? ? ? ? ? Pennsylvania 0-16084 23-2451943 (State or other jurisdiction |
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| July 21, 2022 |
C&N DECLARES DIVIDEND AND ANNOUNCES SECOND QUARTER 2022 UNAUDITED FINANCIAL RESULTS Exhibit 99.1 ? Contact: Charity Frantz July 21, 2022 570-724-0225 [email protected] ? C&N DECLARES DIVIDEND AND ANNOUNCES SECOND QUARTER 2022 UNAUDITED FINANCIAL RESULTS For Immediate Release: Earnings +8.6% Over the Prior Quarter Average Loan Balances Excluding PPP Up +13.2% and Average Deposit Balances Up +6.5% ? Wellsboro, PA ? Citizens & Northern Corporation (?C&N?) (NASDAQ: CZNC) announce |
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| July 21, 2022 |
Exhibit 99.3 Dear Shareholder: A phrase you?ll commonly hear from C&N teammates is, ?How might we?? When a challenge is identified, it takes an innovative mindset and approach to solve for it. This quarter, the world was not short on challenges. Although the general health impact of the pandemic continued to subside, despite a resurgence in cases due to new variants, the economic impact on the lab |
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| July 21, 2022 |
EXHIBIT 99.2 ? Supplemental, Unaudited Financial Information ? ? CONDENSED, CONSOLIDATED EARNINGS INFORMATION (Dollars In Thousands, Except Per Share Data) (Unaudited) ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? 2ND 2ND ? ? ? QUARTER ? QUARTER ? ? ? ? ? ? ? 2022 ? 2021 ? ? ? ? ? ? ? (Current) ? (Prior Year) ? $ Incr. (Decr.) ? % Incr. (Decr.) Interest and Dividend Income ? $ 21,309 ? $ 20,428 ? $ 881 4.31 % Int |
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| June 16, 2022 |
Exhibit 99.1 Piper Sandler & Co. Philly Bank Bonanza June 16, 2022 CAUTION REGARDING FORWARD LOOKING STATEMENTS This presentation contains forward - looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that relate to future events or the future performance of the Company. Forward - looking statements are not gua rantees of performance or results. These forw |
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| June 16, 2022 |
Regulation FD Disclosure, Financial Statements and Exhibits ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ? FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 ? June 16, 2022 Date of Report (Date of earliest event reported) ? Citizens & Northern Corporation (Exact name of registrant as specified in its charter) ? Pennsylvania 0-16084 23-2451943 (State or other jurisdiction of incorpo |
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| May 6, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| May 6, 2022 |
? ? Exhibit 3.1 ? ARTICLES OF INCORPORATION OF CITIZENS & NORTHERN CORPORATION (conformed ? as amended through May 2, 2022) ? FIRST. The name of the Corporation is Citizens & Northern Corporation. ? SECOND. The location and post office address of its registered office in this Commonwealth is 90-92 Main Street, Wellsboro, Pennsylvania 16901. ? THIRD. The corporation is incorporated under the provis |
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| April 25, 2022 |
Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ? FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 ? April 21, 2022 Date of Report (Date of earliest event reported) ? Citizens & Northern Corporation (Exact name of registrant as specified in its charter) ? Pennsylvania 0-16084 23-2451943 (State or other jurisdiction of incorp |
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| April 21, 2022 |
? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ? FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 ? April 21, 2022 Date of Report (Date of earliest event reported) ? Citizens & Northern Corporation (Exact name of registrant as specified in its charter) ? ? ? ? ? ? Pennsylvania 0-16084 23-2451943 (State or other jurisdiction |
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| April 21, 2022 |
Exhibit 99.3 Dear Shareholder: Welcome to the new banCNotes quarterly report to our shareholders. Our goal is to connect you more deeply to C&N by highlighting our community initiatives, employee achievements, and issues that are important to the future success of our Company. We are including quarterly financial highlights with a quick link to more in-depth information provided in our earnings re |
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| April 21, 2022 |
C&N DECLARES DIVIDEND AND ANNOUNCES FIRST QUARTER 2022 UNAUDITED FINANCIAL RESULTS Exhibit 99.1 ? Contact: Charity Frantz April 21, 2022 570-724-0225 [email protected] ? C&N DECLARES DIVIDEND AND ANNOUNCES FIRST QUARTER 2022 UNAUDITED FINANCIAL RESULTS For Immediate Release: ? Wellsboro, PA ? Citizens & Northern Corporation (?C&N?) (NASDAQ: CZNC) announced its most recent dividend declaration and its unaudited, consolidated financial results for the three-month period ended |
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| April 21, 2022 |
EXHIBIT 99.2 ? Supplemental, Unaudited Financial Information ? ? CONDENSED, CONSOLIDATED EARNINGS INFORMATION (Dollars In Thousands, Except Per Share Data) (Unaudited) ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? 1ST 1ST ? ? ? QUARTER ? QUARTER ? ? ? ? ? ? ? 2022 ? 2021 ? ? ? ? ? ? ? (Current) ? (Prior Year) ? $ Incr. (Decr.) ? % Incr. (Decr.) Interest and Dividend Income ? $ 21,773 ? $ 21,754 ? $ 19 0.09 % Inte |
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| March 11, 2022 |
definitive proxy statement filed with the Commission on March 11, 2022 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14A-6(E) |
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| February 24, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: x Preliminary Proxy Statement ? CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14A-6(E) |
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| February 22, 2022 |
21. Subsidiaries of the registrant EXHIBIT 21 ? ? ? ? ? ? Jurisdiction or Name ? State of Incorporation ? Citizens & Northern Bank (A) ? Pennsylvania ? Bucktail Life Insurance Company (A) ? Arizona ? Citizens & Northern Investment Corporation (A) ? Delaware ? C&N Financial Services Corporation (B) ? Pennsylvania ? Northern Tier Holding LLC (B) ? Pennsylvania ? ? (A) Wholly-owned subsidiary of Citizens & Northern Corporation ? (B) W |
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| February 22, 2022 |
EXHIBIT 10.1 ? ? ? ? ? ? ? ? ? CITIZENS & NORTHERN CORPORATION 1995 STOCK INCENTIVE PLAN (As Amended) ? TIME-BASED RESTRICTED STOCK AGREEMENT ? RESTRICTED STOCK AGREEMENT dated as of the 31st day of January 2022, by and between Citizens & Northern Corporation (the "Corporation") and an employee of the Corporation or of a subsidiary (the "Recipient"). ? ? Pursuant to the Citizens & Northern Corpora |
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| February 22, 2022 |
10.7 2022 Annual Performance Incentive Award Plan EXHIBIT 10.7 ? ? 2022 Annual Performance Incentive Award Plan (*) ? Part I: Plan Administration ? ? Section 1: Purpose of the Plan ? The purpose of the Performance Incentive Award Plan ("the Plan") is to provide variable compensation to those employees in key positions who attain and sustain consistently high levels of performance by meeting and exceeding goals and expectations that contribute to |
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| February 22, 2022 |
10.8 2022 Annual Performance Incentive Award Plan - Mortgage Lenders EXHIBIT 10.8 ? ? 2022 Annual Performance Incentive Award Plan ? Mortgage Lenders Section l: Purpose of the Plan ? The purpose of the Performance Incentive Award Plan ("the Plan") is to provide variable compensation to Citizens & Northern employees who are actively engaged in interviewing residential real estate applicants, processing the applications and closing the loans. The Plan is designed to |
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| February 22, 2022 |
EXHIBIT 10.4 ? ? CITIZENS & NORTHERN CORPORATION 1995 STOCK INCENTIVE PLAN (As Amended) ? TIME-BASED RESTRICTED STOCK AGREEMENT ? RESTRICTED STOCK AGREEMENT dated as of the th day of February 2022, by and between Citizens & Northern Corporation (the "Corporation") and Matthew L Bower an employee of the Corporation or of a subsidiary (the "Recipient"). ? ? Pursuant to the Citizens & Northern Corpor |
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| February 22, 2022 |
Exhibit 99.1 Inspire Innovate BUILDING THE CUSTOMER EXPERIENCE 2021 ANNUAL REPORT TABLE OF CONTENTS President&CEO ? Shareholder Letter 4 Lead&Guide ? C&N Leadership 8 Dollars&Sense ? C&N Financial Profile 10 Quarterly Share Data Operations Comparisons End of Period Balances Consolidated Financial Data C&N Wealth Management Awards&Recognition 16 Honor&Remember 21 Community&Commitment 22 President C |
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| February 22, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents ? ? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| February 22, 2022 |
EXHIBIT 10.3 ? ? INDEPENDENT DIRECTORS STOCK INCENTIVE PLAN RESTRICTED STOCK AGREEMENT ? A total of shares of RESTRICTED common STOCK, par value $1.00, of Citizens & Northern Corporation, a Pennsylvania business corporation (herein the ?Corporation?) is hereby awarded as of January 31, 2022 to (herein the ?Director?), subject in all respects to the terms and provisions of the Citizens & Northern C |
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| February 22, 2022 |
EXHIBIT 10.2 ? ? ? CITIZENS & NORTHERN CORPORATION 1995 STOCK INCENTIVE PLAN (As Amended) ? PERFORMANCE-BASED RESTRICTED STOCK AGREEMENT ? RESTRICTED STOCK AGREEMENT dated as of the 31st day of January 2022, by and between Citizens & Northern Corporation (the "Corporation") and an employee of the Corporation or of a subsidiary (the "Recipient"). ? Pursuant to the Citizens & Northern Corporation 19 |
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| February 22, 2022 |
? ? EXHIBIT 10.6 ? ? CITIZENS & NORTHERN CORPORATION 1995 STOCK INCENTIVE PLAN (As Amended) TIME-BASED RESTRICTED STOCK AGREEMENT RE STRICTED STOCK AGREEMENT dated as of the 1st day of July 2020, by and between Citizens & Northern Corporation (the "Corporation") and Blair T. Rush an employee of the Corporation or of a subsidiary (the "Recipient"). ? Pursuant to the Citizens & Northern Corporation |
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| February 22, 2022 |
10.6 First Amendment to Deferred Compensation Agreement dated June 17, 2021 ? EXHIBIT 10.9 CITIZENS & NORTHERN CORPORATION DEFERRED COMPENSATION PLAN AMENDMENT RE: DISTRIBUTION PROCEDURES This amendment is made this 17th day of June, 2021, and effective as of January 1, 2021, by CITIZENS & NORTHERN CORPORATION (?Company?). W I T N E S S E T H: WHEREAS, the Employer maintains the Citizens & Northern Corporation Deferred Compensation Plan (?Plan?); and WHEREAS, the Company |
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| February 22, 2022 |
? EXHIBIT 10.5 ? ? CITIZENS & NORTHERN CORPORATION 1995 STOCK INCENTIVE PLAN (As Amended) ? TIME-BASED RESTRICTED STOCK AGREEMENT ? RESTRICTED STOCK AGREEMENT dated as of the 10th day of May 2021, by and between Citizens & Northern Corporation (the "Corporation") and Alexander Balagour an employee of the Corporation or of a subsidiary (the "Recipient"). ? ? Pursuant to the Citizens & Northern Corp |
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| February 18, 2022 |
? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ? FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 ? February 17, 2022 Date of Report (Date of earliest event reported) ? Citizens & Northern Corporation (Exact name of registrant as specified in its charter) ? ? ? ? ? ? Pennsylvania 0-16084 23-2451943 (State or other jurisdict |
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| February 18, 2022 |
? EXHIBIT 3.1 ? ? BY-LAWS (As Amended through February 17, 2022) ? ARTICLE I ? Meetings of Shareholders ? ? Section 1.1. Annual Meeting. The regular annual meeting of shareholders for the election of directors and the transaction of whatever other business may properly come before the meeting shall be held at such place or places, within or without the Commonwealth of Pennsylvania, as shall be det |
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| January 20, 2022 |
EXHIBIT 99.2 ? ? ? ? December 31, 2021 QUARTERLY REPORT ? Dear Shareholder: ? C&N delivered a strong fourth quarter performance and record net income for 2021 of $30.6 million. These results were supported by our relationship-based business model and recent acquisitions, as well as the government?s response to COVID-19 and subsequent economic rebound. The C&N Team was steadfast in its focus on our |
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| January 20, 2022 |
C&N DECLARES DIVIDEND AND ANNOUNCES FOURTH QUARTER 2021 UNAUDITED FINANCIAL RESULTS EX-99.1 2 cznc-20220120xex99d1.htm EX-99.1 Exhibit 99.1 Contact: Charity Frantz January 20, 2022 570-724-0225 [email protected] C&N DECLARES DIVIDEND AND ANNOUNCES FOURTH QUARTER 2021 UNAUDITED FINANCIAL RESULTS For Immediate Release: Wellsboro, PA – Citizens & Northern Corporation (“C&N”) (NASDAQ: CZNC) announced its most recent dividend declaration and its unaudited, consolidated financial r |
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| January 20, 2022 |
EXHIBIT 99.3 ? Supplemental, Unaudited Financial Information ? ? CONDENSED, CONSOLIDATED FINANCIAL HIGHLIGHTS (Dollars In Thousands, Except Per Share Data) (Unaudited) ? ? ? ? ? ? ? ? ? ? ? ? FOR THE ? ? ? THREE MONTHS ENDED ? % ? ? December 31, ? INCREASE ? 2021 2020 (DECREASE) EARNINGS PERFORMANCE ? ? ? Net Income ? $ 7,308 ? $ 6,770 7.95 % Return on Average Assets (Annualized) ? 1.25 % 1.17 % 6 |
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| January 20, 2022 |
? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ? FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 ? January 20, 2022 Date of Report (Date of earliest event reported) ? Citizens & Northern Corporation (Exact name of registrant as specified in its charter) ? ? ? ? ? ? Pennsylvania 0-16084 23-2451943 (State or other jurisdicti |
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| November 8, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| November 8, 2021 |
Form of Indemnification Agreement dated July 12, 2021 between the Corporation and Kate Shattuck EX-10.1 2 cznc-20210930xex10d1.htm EX-10.1 Exhibit 10.1 INDEMNIFICATION AGREEMENT This Agreement made this 12th day of July, 2021, between Citizens & Northern Corporation, a bank holding company registered under the Bank Holding Company Act of 1956, as amended, and a Pennsylvania corporation (the “Company”) and Kate Shattuck a director, officer or representative (as hereinafter defined) of the Com |
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| October 21, 2021 |
EX-99.2 3 cznc-20211021xex99d2.htm EX-99.2 EXHIBIT 99.2 September 30, 2021 QUARTERLY REPORT Dear Shareholder: We commented in our second quarter letter that we had reached somewhat of a turning point in the COVID-19 pandemic and during the third quarter economic activity returned to pre-pandemic levels as measured by U.S. gross domestic product. The numbers tell a positive story in the face of ong |
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| October 21, 2021 |
EX-99.3 4 cznc-20211021xex99d3.htm EX-99.3 EXHIBIT 99.3 – Supplemental, Unaudited Financial Information CONDENSED, CONSOLIDATED FINANCIAL HIGHLIGHTS (Dollars In Thousands, Except Per Share Data) (Unaudited) FOR THE THREE MONTHS ENDED % September 30, INCREASE 2021 2020 (DECREASE) EARNINGS PERFORMANCE Net Income $ 7,399 $ 2,848 159.80 % Return on Average Assets (Annualized) 1.26 % 0.48 % 162.50 % Re |
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| October 21, 2021 |
C&N DECLARES DIVIDEND AND ANNOUNCES THIRD QUARTER 2021 UNAUDITED FINANCIAL RESULTS EX-99.1 2 cznc-20211021xex99d1.htm EX-99.1 Exhibit 99.1 Contact: Charity Frantz October 21, 2021 570-724-0225 [email protected] C&N DECLARES DIVIDEND AND ANNOUNCES THIRD QUARTER 2021 UNAUDITED FINANCIAL RESULTS For Immediate Release: Wellsboro, PA – Citizens & Northern Corporation (“C&N”) (NASDAQ: CZNC) announced its most recent dividend declaration and its unaudited, consolidated financial re |
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| October 21, 2021 |
? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ? FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 ? October 21, 2021 Date of Report (Date of earliest event reported) ? Citizens & Northern Corporation (Exact name of registrant as specified in its charter) ? ? ? ? ? ? Pennsylvania 0-16084 23-2451943 (State or other jurisdicti |
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| August 6, 2021 |
Form of Indemnification Agreement dated April 27, 2021 between the Corporation and Helen S. Santiago ? Exhibit 10.2 ? INDEMNIFICATION AGREEMENT ? This Agreement made this ???27th day of April, 2021, between Citizens & Northern Corporation, a bank holding company registered under the Bank Holding Company Act of 1956, as amended, and a Pennsylvania corporation (the ?Company?) and Helen S. Santiago, a director, officer or representative (as hereinafter defined) of the Company (the ?Indemnitee?); ? W |
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| August 6, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| August 6, 2021 |
10.14 Employment agreement dated April 6, 2021 between the Corporation and Alexander Balagour EX-10.1 2 cznc-20210630xex10d1.htm EX-10.1 Exhibit 10.1 EMPLOYMENT AGREEMENT THIS AGREEMENT is made as of this 6th day April, 2021, between CITIZENS & NORTHERN CORPORATION, a Pennsylvania business corporation (the “Corporation”), CITIZENS & NORTHERN BANK (the “Bank”), a Pennsylvania chartered bank, and Alexander Balagour, an adult individual (“Executive”). WITNESSETH: WHEREAS, the Bank is a wholly |
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| July 22, 2021 |
? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ? FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 ? July 22, 2021 Date of Report (Date of earliest event reported) ? Citizens & Northern Corporation (Exact name of registrant as specified in its charter) ? ? ? ? ? ? Pennsylvania 0-16084 23-2451943 (State or other jurisdiction |
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| July 22, 2021 |
TABLE OF CONTENTS ?Filed pursuant to Rule 424(b)(3) ?Registration No. 333-257214? PROSPECTUS Citizens & Northern Corporation Offer to Exchange Up to $25,000,000 in aggregate principal amount of 3.25% Fixed-to-Floating Rate Subordinated Notes due 2031 that have been registered under the Securities Act of 1933, as amended, (CUSIP #172922 AF3 / ISIN# US172922AF39) for any and all outstanding unregist |
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| July 22, 2021 |
C&N DECLARES DIVIDEND AND ANNOUNCES SECOND QUARTER 2021 UNAUDITED FINANCIAL RESULTS EX-99.1 2 cznc-20210722xex99d1.htm EX-99.1 Exhibit 99.1 Contact: Charity Frantz July 22, 2021 570-724-0225 [email protected] C&N DECLARES DIVIDEND AND ANNOUNCES SECOND QUARTER 2021 UNAUDITED FINANCIAL RESULTS For Immediate Release: Wellsboro, PA – Citizens & Northern Corporation (“C&N”) (NASDAQ: CZNC) announced its most recent dividend declaration and its unaudited, consolidated financial resu |
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| July 22, 2021 |
EX-99.3 4 cznc-20210722xex99d3.htm EX-99.3 EXHIBIT 99.3 – Supplemental, Unaudited Financial Information CONDENSED, CONSOLIDATED FINANCIAL HIGHLIGHTS (Dollars In Thousands, Except Per Share Data) (Unaudited) AS OF OR FOR THE SIX MONTHS ENDED % June 30, INCREASE 2021 2020 (DECREASE) EARNINGS PERFORMANCE Net Income $ 15,847 $ 9,604 65.00 % Return on Average Assets (Annualized) 1.39 % 1.15 % 20.87 % R |
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| July 22, 2021 |
EX-99.2 3 cznc-20210722xex99d2.htm EX-99.2 EXHIBIT 99.2 June 30, 2021 QUARTERLY REPORT Dear Shareholder: The second quarter of 2021 was somewhat of a turning point in the fight against COVID-19 as vaccination efforts reached critical mass, restaurants and entertainment venues reopened, and employers have thoughtfully welcomed workers back to the office. Consistent with this transition, new funding |
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| July 19, 2021 |
Citizens & Northern Corporation 90-92 Main Street, P.O. Box 58 Wellsboro, Pennsylvania 16901 ? ? Citizens & Northern Corporation 90-92 Main Street, P.O. Box 58 Wellsboro, Pennsylvania 16901 July 19, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549 ? Re: Citizens & Northern Corporation (the ?Company?) Registration Statement on Form S-4 File No. 333-257214 ? Ladies and Gentlemen: The undersigned hereby requests |
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| June 22, 2021 |
? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ? FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 ? June 17, 2021 Date of Report (Date of earliest event reported) ? Citizens & Northern Corporation (Exact name of registrant as specified in its charter) ? ? ? ? ? ? Pennsylvania 0-16084 23-2451943 (State or other jurisdiction |
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| June 22, 2021 |
C&N Welcomes Shattuck to Board of Directors EX-99.1 2 cznc-20210617xex99d1.htm EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE June 22, 2021 C&N Welcomes Shattuck to Board of Directors Kate Shattuck Wellsboro, PA – After its most recent monthly Board meeting, Citizens & Northern Corporation’s Board of Directors announced the appointment of Kate Shattuck as a Class II Director to its Board. She’ll join the Board’s Compensation Committee and the G |
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| June 21, 2021 |
As filed with the Securities and Exchange Commission on June 21, 2021 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on June 21, 2021 Registration No. |
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| June 21, 2021 |
EX-25.1 4 tm2120124d2ex25-1.htm EXHIBIT 25.1 Exhibit 25.1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) UMB BANK, NATIONAL ASSOCIATION (Exact name of Trustee as specified in its |
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| June 21, 2021 |
? Exhibit 99.1? LETTER OF TRANSMITTAL to Tender for Exchange 3.25% Fixed-to-Floating Rate Subordinated Notes due 2031 of CITIZENS & NORTHERN CORPORATION Pursuant to the Prospectus Dated [Prospectus Date], 2021 THE EXCHANGE OFFER DESCRIBED HEREIN WILL EXPIRE AT 5:00 p.m., EASTERN TIME, ON [EXPIRATION DATE], 2021, UNLESS EXTENDED (THE ?EXPIRATION DATE?). TENDERS MAY BE WITHDRAWN BEFORE 5:00 p.m., EA |
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| June 15, 2021 |
Regulation FD Disclosure, Financial Statements and Exhibits ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ? FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 ? June 15, 2021 Date of Report (Date of earliest event reported) ? Citizens & Northern Corporation (Exact name of registrant as specified in its charter) ? Pennsylvania 0-16084 23-2451943 (State or other jurisdiction of incorpo |
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| June 15, 2021 |
Exhibit 99.1 Piper Sandler & Co. Virtual Philly Bank Bonanza June 15, 2021 CAUTION REGARDING FORWARD LOOKING STATEMENTS This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that relate to future events or the future performance of the Company. Forward-looking statements are not guarantees of performance or results. These f |
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| May 19, 2021 |
Form of Subordinated Note Purchase Agreement EX-10.1 4 cznc-20210519xex10d1.htm EX-10.1 Exhibt 10.1 SUBORDINATED NOTE PURCHASE AGREEMENT This SUBORDINATED NOTE PURCHASE AGREEMENT (this “Agreement”) is dated as of May 19, 2021, and is made by and among Citizens & Northern Corporation, a Pennsylvania corporation (the “Company”), and the several purchasers of the Subordinated Notes (as defined herein) identified on the signature pages hereto (e |
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| May 19, 2021 |
EX-99.2 8 cznc-20210519xex99d2.htm EX-99.2 Exhibit 99.2 Investor Presentation May 2021 CAUTION REGARDING FORWARD LOOKING STATEMENTS This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that relate to future events or the future performance of the Company. Forward-looking statements are not guarantees of performance or resu |
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| May 19, 2021 |
Form of Senior Note Purchase Agreement Exhibit 10.3 SENIOR NOTE PURCHASE AGREEMENT This SENIOR NOTE PURCHASE AGREEMENT (this ?Agreement?) is dated as of May 19, 2021, and is made by and among Citizens & Northern Corporation, a Pennsylvania corporation (the ?Company?), and the several purchasers of the Senior Notes (as defined herein) identified on the signature pages hereto (each a ?Purchaser? and collectively, the ?Purchasers?). RECIT |
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| May 19, 2021 |
? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ? FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 ? May 19, 2021 Date of Report (Date of earliest event reported) ? Citizens & Northern Corporation (Exact name of registrant as specified in its charter) ? Pennsylvania 0-16084 23-2451943 (State or other jurisdiction of incorpor |
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| May 19, 2021 |
? Exhibit 99.1 ? ? Contact: Charity Frantz May 19, 2021 ? 570-724-0225 ? ? [email protected] ? C&N ANNOUNCES CLOSING OF $25 MILLION FIXED-TO-FLOATING RATE SUBORDINATED NOTES AND $15 MILLION OF FIXED RATE SENIOR UNSECURED NOTES ? Wellsboro, PA, May 19, 2021 ? Citizens & Northern Corporation (the "Company") (NASDAQ: CZNC), the holding company for Citizens & Northern Bank ("C&N" or the "Bank"), a |
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| May 19, 2021 |
Form of Registration Rights Agreement ? Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (the ?Agreement?) is dated as of May 19, 2021 and is made by and among Citizens & Northern Corporation, a Pennsylvania corporation (the ?Company?), and the several purchasers of the Subordinated Notes (as defined below) identified on the signature pages to the Purchase Agreement (as defined below) (collectively, the ?P |
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| May 19, 2021 |
Exhibit 4.3 ? FORM OF SENIOR NOTE CITIZENS & NORTHERN CORPORATION 2.75% FIXED RATE SENIOR UNSECURED NOTE DUE JUNE 1, 2026 THE INDEBTEDNESS EVIDENCED BY THIS SENIOR UNSECURED NOTE IS NOT A DEPOSIT AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY OR FUND. THE INDEBTEDNESS EVIDENCED BY THIS SENIOR UNSECURED NOTE CONSTITUTES A SENIOR UNSECURED GENERAL OBLI |
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| May 19, 2021 |
EX-4..1 2 cznc-20210519xex4dd1.htm EX-4..1 Exhibit 4.1 CITIZENS & NORTHERN CORPORATION As Issuer, and UMB BANK, NATIONAL ASSOCIATION As Trustee INDENTURE Dated as of May 19, 2021 3.25% Fixed to Floating Rate Subordinated Notes due 2031 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE 1 Section 1.1 Definitions. 1 Section 1.2 Compliance Certificates and Opinions. 9 Section |
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| May 7, 2021 |
Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| April 26, 2021 |
Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders ? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ? FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 ? April 22, 2021 Date of Report (Date of earliest event reported) ? Citizens & Northern Corporation (Exact name of registrant as specified in its charter) ? Pennsylvania 0-16084 23-2451943 (State or other jurisdiction of inco |
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| April 22, 2021 |
? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ? FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 ? Date of Report (Date of earliest event reported) April 22, 2021 ? CITIZENS & NORTHERN CORPORATION (Exact name of registrant as specified in its charter) ? Pennsylvania 0-16084 23-2451943 (State or other jurisdiction of incorp |
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| April 22, 2021 |
? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ? FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 ? April 22, 2021 Date of Report (Date of earliest event reported) ? Citizens & Northern Corporation (Exact name of registrant as specified in its charter) ? ? ? ? ? ? Pennsylvania 0-16084 23-2451943 (State or other jurisdiction |
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| April 22, 2021 |
EXHIBIT 99.2 ? ? ? ? March 31, 2021 QUARTERLY REPORT ? Dear Shareholder: ? The U.S economy strengthened during the first quarter of 2021 as substantial additional federal spending, monetary policy support from the Federal Reserve, and accelerated vaccine distribution reinforced confidence in our ability to move through the pandemic and on to the ?next normal? later this year. While short-term inte |
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| April 22, 2021 |
EXHIBIT 99.3 ? Supplemental, Unaudited Financial Information ? ? CONDENSED, CONSOLIDATED FINANCIAL HIGHLIGHTS (Dollars In Thousands, Except Per Share Data) (Unaudited) ? ? ? ? ? ? ? ? ? ? ? ? AS OF OR FOR THE ? ? ? THREE MONTHS ENDED ? % ? ? March 31, ? INCREASE ? 2021 2020 (DECREASE) EARNINGS PERFORMANCE ? ? ? Net Income ? $ 8,787 ? $ 4,166 110.92 % Return on Average Assets (Annualized) ? 1.57 % |
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| April 22, 2021 |
EX-99.1 2 cznc-20210422xex99d1.htm EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE April 22, 2021 C&N Announces Changes to Board of Directors Leonard Simpson Leo F. Lambert Terry L. Lehman Helen S. Santiago Wellsboro, PA – Citizens & Northern Corporation’s Board of Directors announced changes to its Board after the most recent monthly Board meeting. Effective May 1, 2021, the Board has appointed Terry |
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| April 22, 2021 |
C&N DECLARES DIVIDEND AND ANNOUNCES FIRST QUARTER 2021 UNAUDITED FINANCIAL RESULTS Exhibit 99.1 Contact: Charity Frantz April 22, 2021 570-724-0225 [email protected] C&N DECLARES DIVIDEND AND ANNOUNCES FIRST QUARTER 2021 UNAUDITED FINANCIAL RESULTS For Immediate Release: Wellsboro, PA – Citizens & Northern Corporation (“C&N”) (NASDAQ: CZNC) announced its most recent dividend declaration and its unaudited, consolidated financial results for the three-month period ended March |
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| March 12, 2021 |
Definitive Proxy Statement on Schedule 14A, filed with the SEC on March 12, 2021 ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION ? Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ? Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE |
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| March 8, 2021 |
Financial Statements and Exhibits, Other Events ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ? FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 ? Date of Report (Date of earliest event reported): February 18, 2021 ? CITIZENS & NORTHERN CORPORATION (Exact name of registrant as specified in its charter) ? ? ? ? ? ? PENNSYLVANIA 0-16084 23-2451943 (State or other jurisdic |
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| March 8, 2021 |
Citizens & Northern Corporation Approves Amendment to Share Repurchase Program Exhibit 99.1 FOR IMMEDIATE RELEASE March 8, 2021 Citizens & Northern Corporation Approves Amendment to Share Repurchase Program Wellsboro, Pa. – The Board of Directors of Citizens & Northern Corporation (the "Company") (NASDAQ: CZNC), parent company of Citizens & Northern Bank, on February 18, 2021, authorized an amendment to the treasury stock repurchase program approved in 2016 to increase the n |
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| March 5, 2021 |
EXHIBIT 10.1 ? ? ? CITIZENS & NORTHERN CORPORATION 1995 STOCK INCENTIVE PLAN (As Amended) ? TIME-BASED RESTRICTED STOCK AGREEMENT ? RESTRICTED STOCK AGREEMENT dated as of the 29th day of January 2021, by and between Citizens & Northern Corporation (the "Corporation") and an employee of the Corporation or of a subsidiary (the "Recipient"). ? Pursuant to the Citizens & Northern Corporation 1995 Stoc |
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| March 5, 2021 |
10.4 2020 Annual Performance Incentive Award Plan, as Amended EXHIBIT 10.4 ? ? 2020 Annual Performance Incentive Award Plan (*) ? Part I: Plan Administration ? Section 1: Purpose of the Plan ? The purpose of the Performance Incentive Award Plan ("the Plan") is to provide variable compensation to those employees in key positions who attain and sustain consistently high levels of performance by meeting and exceeding goals and expectations that contribute to th |
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| March 5, 2021 |
Form of Indemnification Agreement dated February 16, 2021 between the Corporation and Blair T. Rush EXHIBIT 10.23 ? INDEMNIFICATION AGREEMENT ? This Agreement made this 16th day of February, 2021, between CITIZENS & NORTHERN CORPORATION, a bank holding company registered under the Bank Holding Company Act of 1956, as amended, and a Pennsylvania corporation (the ?Company?) and Blair T. Rush, a director, officer or representative (as hereinafter defined) of the Company (the ?Indemnitee?); ? WHEREA |
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| March 5, 2021 |
EXHIBIT 10.2 ? ? ? CITIZENS & NORTHERN CORPORATION 1995 STOCK INCENTIVE PLAN (As Amended) ? PERFORMANCE-BASED RESTRICTED STOCK AGREEMENT ? RESTRICTED STOCK AGREEMENT dated as of the 29th day of January 2021, by and between Citizens & Northern Corporation (the "Corporation") and an employee of the Corporation or of a subsidiary (the "Recipient"). ? Pursuant to the Citizens & Northern Corporation 19 |
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| March 5, 2021 |
Exhibit 99.1 C&N ANNUAL REPORT CREATING OUR FUTURE TABLE OF CONTENTS You&Us ? Editor Introduction 4 Lead&Guide ? C&N Leadership 6 President&CEO ? Shareholder Letter 8 Dollars&Sense ? C&N Financial Profile 11 Q uarterly Share Data O perations Comparisons E nd of Period Balances C onsolidated Financial Data C &N Wealth Management Awards&Recognition 17 Community&Commitment 22 2 3 At C&N, we?ve long k |
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| March 5, 2021 |
10.13 Employment agreement dated December 18, 2019 between the Corporation and Blair T. Rush ? EXHIBIT 10.15 ? EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this ?Agreement?) is made and entered into as of December 18, 2019 by and among CITIZENS & NORTHERN CORPORATION, a Pennsylvania business corporation (the "Corporation"), CITIZENS & NORTHERN BANK (the "Bank"), a Pennsylvania chartered bank, and Blair T. Rush, an adult individual ("Employee"). WITNESSETH: WHEREAS, the Bank is a wholly |
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| March 5, 2021 |
EXHIBIT 10.3 ? ? INDEPENDENT DIRECTORS STOCK INCENTIVE PLAN RESTRICTED STOCK AGREEMENT ? A total of shares of RESTRICTED common STOCK, par value $1.00, of Citizens & Northern Corporation, a Pennsylvania business corporation (herein the ?Corporation?) is hereby awarded as of January 29, 2021 to (herein the ?Director?), subject in all respects to the terms and provisions of the Citizens & Northern C |
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| March 5, 2021 |
10.6 2021 Annual Performance Incentive Award Plan - Mortgage Lenders EXHIBIT 10.6 ? ? 2021 Annual Performance Incentive Award Plan ? Mortgage Lenders Section l: Purpose of the Plan ? The purpose of the Performance Incentive Award Plan ("the Plan") is to provide variable compensation to Citizens & Northern employees who are actively engaged in interviewing residential real estate applicants, processing the applications and closing the loans. The Plan is designed to |
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| March 5, 2021 |
21. Subsidiaries of the registrant EXHIBIT 21 ? ? Jurisdiction or Name ? State of Incorporation ? Citizens & Northern Bank (A) ? Pennsylvania ? Bucktail Life Insurance Company (A) ? Arizona ? Citizens & Northern Investment Corporation (A) ? Delaware ? C&N Financial Services Corporation (B) ? Pennsylvania ? Northern Tier Holding LLC (B) ? Pennsylvania ? (A) Wholly-owned subsidiary of Citizens & Northern Corporation ? (B) Wholly-owne |
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| March 5, 2021 |
Table of Contents ? ? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| March 5, 2021 |
10.5 2021 Annual Performance Incentive Award Plan EX-10.5 6 cznc-20201231xex10d5.htm EX-10.5 EXHIBIT 10.5 2021 Annual Performance Incentive Award Plan (*) Part I: Plan Administration Section 1: Purpose of the Plan The purpose of the Performance Incentive Award Plan ("the Plan") is to provide variable compensation to those employees in key positions who attain and sustain consistently high levels of performance by meeting and exceeding goals and e |
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| January 21, 2021 |
EXHIBIT 99.3 – Supplemental, Unaudited Financial Information CONDENSED, CONSOLIDATED FINANCIAL HIGHLIGHTS (Dollars In Thousands, Except Per Share Data) (Unaudited) AS OF OR FOR THE YEARS ENDED % December 31, INCREASE 2020 2019 (DECREASE) EARNINGS PERFORMANCE Net Income $ 19,222 $ 19,504 (1.45) % Return on Average Assets (Annualized) 0.96 % 1.27 % (24.41) % Return on Average Equity (Annualized) 7.0 |
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| January 21, 2021 |
C&N DECLARES DIVIDEND AND Announces FOURTH QUARTER 2020 UNAUDITED Financial RESULTS Exhibit 99.1 Contact: Charity Frantz January 21, 2021 570-724-0225 [email protected] C&N DECLARES DIVIDEND AND Announces FOURTH QUARTER 2020 UNAUDITED Financial RESULTS For Immediate Release: Wellsboro, PA – Citizens & Northern Corporation (“C&N”) (NASDAQ: CZNC) announced its most recent dividend declaration and its unaudited, consolidated financial results for the three-month and annual perio |
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| January 21, 2021 |
? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ? FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 ? Date of Report (Date of earliest event reported) January 21, 2021 ? CITIZENS & NORTHERN CORPORATION (Exact name of registrant as specified in its charter) ? Pennsylvania 0-16084 23-2451943 (State or other jurisdiction of inco |
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| January 21, 2021 |
EX-99.2 3 cznc-20210121xex99d2.htm EX-99.2 EXHIBIT 99.2 December 31, 2020 QUARTERLY REPORT Dear Shareholder: We began our first three Quarterly Reports in 2020 by addressing COVID-19 and this Fourth Quarter Report is no different. As projected by healthcare professionals, there was a resurgence in the spread of the virus world-wide as we approached year-end, leading to renewed restrictions on acti |
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| November 6, 2020 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ⌧ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 or ◻ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file num |
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| October 22, 2020 |
C&N DECLARES DIVIDEND AND Announces THIRD QUARTER 2020 UNAUDITED Financial RESULTS EX-99.1 2 cznc-20201022xex99d1.htm EX-99.1 Exhibit 99.1 Contact: Charity Frantz October 22, 2020 570-724-0225 [email protected] C&N DECLARES DIVIDEND AND Announces THIRD QUARTER 2020 UNAUDITED Financial RESULTS For Immediate Release: Wellsboro, PA – Citizens & Northern Corporation (“C&N”) (NASDAQ: CZNC) announced its most recent dividend declaration and its unaudited, consolidated financial re |
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| October 22, 2020 |
EX-99.2 3 cznc-20201022xex99d2.htm EX-99.2 EXHIBIT 99.2 September 30, 2020 QUARTERLY REPORT Dear Shareholder: The COVID-19 pandemic remained the dominant national and local news during the third quarter of 2020. The learning curve around the health impact of the virus has been steep and progress has been made on treatment protocols and a number of potential vaccines. However, there are ongoing unc |
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| October 22, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) October 22, 2020 CITIZENS & NORTHERN CORPORATION (Exact name of registrant as specified in its charter) Pennsylvania 0-16084 23-2451943 (State or other jurisdiction of incorporation) ( |
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| October 22, 2020 |
EX-99.3 4 cznc-20201022xex99d3.htm EX-99.3 EXHIBIT 99.3 – Supplemental, Unaudited Financial Information CONDENSED, CONSOLIDATED FINANCIAL HIGHLIGHTS (Dollars In Thousands, Except Per Share Data) (Unaudited) AS OF OR FOR THE NINE MONTHS ENDED % September 30, INCREASE 2020 2019 (DECREASE) EARNINGS PERFORMANCE Net Income $ 12,452 $ 14,046 (11.35) % Return on Average Assets (Annualized) 0.87 % 1.25 % |
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| September 10, 2020 |
EX-99.2 3 tm2030322d1ex99-2.htm EXHIBIT 99.2 EXHIBIT 99.2 UNAUDITED PRO FORMA COMBINED CONDENSED CONSOLIDATED FINANCIAL DATA (In thousands of dollars, except per share data) In December 2019, Citizens & Northern Corporation (C&N), along with Covenant Financial, Inc. (Covenant) announced the signing of an Agreement and Plan of Merger. In July 2020, the Corporation and Covenant announced the complet |
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| September 10, 2020 |
EX-99.1 2 tm2030322d1ex99-1.htm EXHIBIT 99.1 EXHIBIT 99.1 COVENANT FINANCIAL, INC. DOYLESTOWN, PENNSYLVANIA JUNE 30, 2020 COVENANT FINANCIAL, INC. CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) JUNE 30, 2020 Page Number Financial Statements Consolidated Balance Sheet - June 30, 2020 (unaudited) and December 31, 2019) 3 Consolidated Statement of Operations (unaudited) 4 Consolidated Statement of Com |
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| September 10, 2020 |
Financial Statements and Exhibits - FORM 8-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 1, 2020 CITIZENS & NORTHERN CORPORATION (Exact name of registrant as specified in its charter) Pennsylvania 0-16084 23-2451943 (State or other jurisdiction of |
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| August 6, 2020 |
Form of Indemnification Agreement dated July 16, 2020 between the Corporation and Robert G. Loughery Exhibit 10.5 INDEMNIFICATION AGREEMENT This Agreement made this 16th day of July, 2020, between CITIZENS & NORTHERN CORPORATION, a bank holding company registered under the Bank Holding Company Act of 1956, as amended, and a Pennsylvania corporation (the “Company”) and Robert G. Loughery, a director, officer or representative (as hereinafter defined) of the Company (the “Indemnitee”); WHEREAS, the |
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| August 6, 2020 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ⌧ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 or ◻ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: |
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| August 6, 2020 |
Exhibit 10.3 INDEMNIFICATION AGREEMENT This Agreement made this 27th day of June, 2020, between CITIZENS & NORTHERN CORPORATION, a bank holding company registered under the Bank Holding Company Act of 1956, as amended, and a Pennsylvania corporation (the “Company”) and Janice E. Ward, a director, officer or representative (as hereinafter defined) of the Company (the “Indemnitee”); WHEREAS, the Com |
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| August 6, 2020 |
Form of Indemnification Agreement dated July 16, 2020 between the Corporation and Stephen M. Dorwart Exhibit 10.4 INDEMNIFICATION AGREEMENT This Agreement made this 16th day of July, 2020, between CITIZENS & NORTHERN CORPORATION, a bank holding company registered under the Bank Holding Company Act of 1956, as amended, and a Pennsylvania corporation (the “Company”) and Stephen M. Dorwart, a director, officer or representative (as hereinafter defined) of the Company (the “Indemnitee”); WHEREAS, the |
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| August 6, 2020 |
10.14 Employment agreement dated May 18, 2020 between the Corporation and Janice E. Ward EXHIBIT 10.1 EMPLOYMENT AGREEMENT THIS AGREEMENT is made as of this 18th day of May, 2020, between CITIZENS & NORTHERN CORPORATION, a Pennsylvania business corporation (the “Corporation”), CITIZENS & NORTHERN BANK (the “Bank”), a Pennsylvania chartered bank, and JANICE E. WARD, ESQ., CFP, an adult individual (“Executive”). WITNESSETH: WHEREAS, the Bank is a wholly-owned subsidiary of the Corporati |
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| August 6, 2020 |
Change in Control Agreement dated June 27, 2020 between the Corporation and Janice E. Ward EX-10.2 3 cznc-20200630xex10d2.htm EXHIBIT 10.2 Exhibit10.2 CHANGE IN CONTROL AGREEMENT THIS CHANGE IN CONTROL AGREEMENT (“Agreement”) is entered into as of the 27th day of June, 2020, by and among CITIZENS & NORTHERN CORPORATION, a Pennsylvania corporation (the “Corporation”), CITIZENS & NORTHERN BANK, a Pennsylvania bank (the “Bank”), and Janice E. Ward, an employee of the Corporation and/or the |
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| July 16, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 16, 2020 CITIZENS & NORTHERN CORPORATION (Exact name of registrant as specified in its charter) Pennsylvania 0-16084 23-2451943 (State or other jurisdiction of incorporation) (Com |
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| July 16, 2020 |
C&N DECLARES DIVIDEND AND ANNOUNCES SECOND QUARTER 2020 UNAUDITED FINANCIAL RESULTS EX-99.1 2 tm2024987d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Contact: Charity Frantz July 16, 2020 570-724-0225 [email protected] C&N DECLARES DIVIDEND AND ANNOUNCES SECOND QUARTER 2020 UNAUDITED FINANCIAL RESULTS For Immediate Release: Wellsboro, PA – Citizens & Northern Corporation (“C&N”) (NASDAQ: CZNC) announced its most recent dividend declaration and its unaudited, consolidated financial re |
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| July 16, 2020 |
EXHIBIT 99.2 June 30, 2020 QUARTERLY REPORT Dear Shareholder: The second quarter of 2020 was a volatile and challenging period marked by the ongoing uncertainties created by the COVID-19 pandemic. Statistics and details regarding the impact of the disease dominated the news cycle as all levels of government, health care providers, businesses and individuals focused on controlling the spread of the |
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| July 16, 2020 |
ANALYSIS OF THE ALLOWANCE FOR LOAN LOSSES EX-99.3 4 tm2024987d1ex99-3.htm EXHIBIT 99.3 EXHIBIT 99.3 – Supplemental, Unaudited Financial Information CONDENSED, CONSOLIDATED FINANCIAL HIGHLIGHTS (Dollars In Thousands, Except Per Share Data) (Unaudited) AS OF OR FOR THE SIX MONTHS ENDED % JUNE 30, INCREASE 2020 2019 (DECREASE) EARNINGS PERFORMANCE Net Income $ 9,604 $ 8,739 9.90 % Return on Average Assets (Annualized) 1.15 % 1.21 % -4.96 % R |
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| July 1, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 July 1, 2020 Date of Report (Date of earliest event reported) Citizens & Northern Corporation (Exact name of registrant as specified in its charter) Pennsylvania 0-16084 23-2451943 (State or other jurisdiction of incorporation) (Comm |
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| July 1, 2020 |
Citizens & Northern Corporation and Covenant Financial, Inc. Announce Completion of Acquisition Exhibit 99.1 Citizens & Northern Corporation and Covenant Financial, Inc. Announce Completion of Acquisition July 1, 2020 For Immediate Release WELLSBORO, Pa. and DOYLESTOWN, Pa. - Citizens & Northern Corporation (“C&N”) (NASDAQ: CZNC), headquartered in Wellsboro, Pennsylvania, and Covenant Financial, Inc. (“Covenant”), headquartered in Doylestown, Pennsylvania, announced the completion of their m |
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| May 7, 2020 |
EXHIBIT 99.1 March 31, 2020 QUARTERLY REPORT Dear Shareholder: On January 30, 2020, the World Health Organization (WHO) declared a Public Health Emergency of International Concern due to an outbreak of pneumonia first reported in Wuhan, China. Soon thereafter, the WHO named this new disease COVID-19 and, on March 11, declared the rapidly spreading coronavirus outbreak a pandemic. Stay at home orde |
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| May 7, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2020 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 000-16084 CITIZEN |
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| May 7, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 7, 2020 CITIZENS & NORTHERN CORPORATION (Exact name of registrant as specified in its charter) Pennsylvania 0-16084 23-2451943 (State or other jurisdiction of (Commission (I.R.S. E |
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| May 7, 2020 |
EXHIBIT 99.2 – Supplemental, Unaudited Financial Information CONDENSED, CONSOLIDATED FINANCIAL HIGHLIGHTS (Dollars in Thousands, Except Per Share Data) (Unaudited) AS OF OR FOR THE THREE MONTHS ENDED % MARCH 31, INCREASE 2020 2019 (DECREASE) EARNINGS PERFORMANCE Net Income $ 4,166 $ 5,090 -18.15 % Return on Average Assets (Annualized) 1.02 % 1.59 % -35.85 % Return on Average Equity (Annualized) 6. |
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| May 1, 2020 |
TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(3) Registration No. 333-237591 Proxy Statement Prospectus PROXY STATEMENT FOR SPECIAL MEETING OF SHAREHOLDERS OF COVENANT FINANCIAL, INC. MERGER PROPOSED — YOUR VOTE IS VERY IMPORTANT Dear Shareholders of Covenant Financial, Inc.: On December 18, 2019, Covenant Financial, Inc., or “Covenant,” and Citizens & Northern Corporation, or “C&N,” entered |
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| April 22, 2020 |
Citizens & Northern Corporation 90-92 Main Street, P.O. Box 58 Wellsboro, Pennsylvania 16901 April 22, 2020 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549 Re: Citizens & Northern Corporation (the "Company") Registration Statement on Form S-4 File No. 333-237591 Ladies and Gentlemen: The undersigned hereby requests, pursu |
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| April 21, 2020 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 April 16, 2020 Date of Report (Date of earliest event reported) CITIZENS & NORTHERN CORPORATION (Exact name of registrant as specified in its charter) Pennsylvania 0-16084 23-2451943 (State or other jurisdiction of incorporation) (Co |
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| April 20, 2020 |
Form of Proxy Card for Special Meeting of Shareholders of Covenant Financial, Inc. Exhibit 99.1 HOW TO VOTE VOTE BY INTERNET – cleartrustonline.com/covenant Use the Internet to transmit your voting instructions up until 11:59 p.m. local time, the day before meeting date. Have your proxy card and the control number found in the top right corner next to the “è” in hand when you access the web site and follow the instructions to obtain your records and to create an electronic votin |
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| April 20, 2020 |
EX-3.II 2 tm2015329d2ex3ii.htm EXHIBIT 3(II) EXHIBIT 3.1(ii) BY-LAWS (As Amended through April 2, 2020) ARTICLE I Meetings of Shareholders Section 1.1. Annual Meeting. The regular annual meeting of shareholders for the election of directors and the transaction of whatever other business may properly come before the meeting shall be held at such place or places, within or without the Commonwealth o |
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| April 20, 2020 |
CZNC / Citizens & Northern Corp. S-4/A - - S-4/A TABLE OF CONTENTS Registration Statement No. 333-237591 Filed April 20, 2020 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 1 FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CITIZENS & NORTHERN CORPORATION (Exact name of Registrant as specified in its charter) Pennsylvania (State or other jurisdiction of incorporation or organization) 6022 (P |
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| April 16, 2020 |
Exhibit 99.1 Contact: Charity Frantz April 16, 2020 570-724-0225 [email protected] C&N DECLARES DIVIDEND AND ANNOUNCES TIMING FOR RELEASE OF 1st QUARTER 2020 UNAUDITED FINANCIAL INFORMATION For Immediate Release: Wellsboro, PA – Citizens & Northern Corporation (“C&N”) (NASDAQ: CZNC) announced its most recent dividend declaration. C&N’s Board of Directors declared a regular quarterly cash divid |
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| April 16, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) April 16, 2020 CITIZENS & NORTHERN CORPORATION (Exact name of registrant as specified in its charter) Pennsylvania 0-16084 23-2451943 (State or other jurisdiction of (Commission (I.R.S |
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| April 7, 2020 |
Form of Performance-Based Restricted Stock Agreement (2020) Exhibit 10.33 CITIZENS & NORTHERN CORPORATION 1995 STOCK INCENTIVE PLAN (As Amended) PERFORMANCE-BASED RESTRICTED STOCK AGREEMENT RESTRICTED STOCK AGREEMENT dated as of the 16th day of March, 2020, by and between Citizens & Northern Corporation (the "Corporation") and Employee an employee of the Corporation or of a subsidiary (the "Recipient"). Pursuant to the Citizens & Northern Corporation 1995 |
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| April 7, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 April 2, 2020 Date of Report (Date of earliest event reported) CITIZENS & NORTHERN CORPORATION (Exact name of registrant as specified in its charter) Pennsylvania 0-16084 23-2451943 (State or other jurisdiction of incorporation) (Com |
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| April 7, 2020 |
Form of Proxy Card for Special Meeting of Shareholders of Covenant Financial, Inc. Exhibit 99.1 CERT# Covenant Financial, Inc. Revocable Proxy FOR THE SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON [●], [●] [●], 2020 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned hereby constitutes and appoints [●] and [●], and each or any of them, proxies of the undersigned, with full power of substitution to vote all of the shares of Covenant Financial, Inc., or “Co |
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| April 7, 2020 |
Amendments to Section 1.1 and Section 1.5 of the Company’s bylaws. EX-3.1 2 tm2015071d2ex3-1.htm EXHIBIT 3.1 Exhibit 3.1. CITIZENS & NORTHERN CORPORATION Amendments to Bylaws NOW THEREFORE, BE IT RESOLVED, that Section 1.1 of Article I of the Corporation’s bylaws be amended and restated to read in its entirety as follows (new language underlined): “Section 1.1. Annual Meeting. The regular annual meeting of shareholders for the election of directors and the transa |
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| April 7, 2020 |
Exhibit 99.4 Consent to Serve as Director Citizens & Northern Corporation is filing a Registration Statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”) in connection with the registration of shares of Citizens & Northern Corporation to be issued to shareholders of Covenant Financial, Inc |
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| April 7, 2020 |
Exhibit 99.1 Contact: Charity Frantz April 7, 2020 570-724-0225 [email protected] Citizens & Northern Corporation to Hold Previously Announced April 16, 2020 Annual Meeting of Shareholders by Virtual Means Due to Coronavirus Concerns Wellsboro, PA - April 7, 2020 – Citizens & Northern Corporation (Nasdaq: CZNC) Citizens & Northern Corporation (the “Company”) today announced that, due to the co |
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| April 7, 2020 |
Registration Statement No. 333- Filed April 7, 2020 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-4 REGISTRATION STATEMEN T UNDER THE SECURITIES ACT OF 1933 CITIZENS & NORTHERN CORPORATION (Exact name of Registrant as specified in its charter) Pennsylvania 6022 23-2451943 (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Cl |
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| April 7, 2020 |
CZNC / Citizens & Northern Corp. DEFA14A - - DEFA14A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy Statement x Definit |
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| April 7, 2020 |
Exhibit 99.3 Consent to Serve as Director Citizens & Northern Corporation is filing a Registration Statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”) in connection with the registration of shares of Citizens & Northern Corporation to be issued to shareholders of Covenant Financial, Inc |
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| March 6, 2020 |
CZNC / Citizens & Northern Corp. DEF 14A - - DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14A-6(E) |
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| February 25, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 20, 2020 CITIZENS & NORTHERN CORPORATION (Exact name of registrant as specified in its charter) Pennsylvania 0-16084 23-2451943 (State or other jurisdiction of (Commission (I. |
