CITIZENS & NORTHERN CORP
For the period ended Dec 31, 2025. Filed Mar 6, 2026.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Mar 6, 2026
CZNC$28.42-0.1%Stored close · as of Nov 10, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
Item 15. Exhibits and Financial Statement Schedules
| (a) | (1). The following consolidated financial statements are set forth in Part II, Item 8: |
|---|
| Page | |
|---|---|
| Report of Independent Registered Public Accounting Firm (PCAOB ID: 173) | 95-97 |
| Report of Predecessor Auditor (PCAOB ID: 23) | 98 |
| Financial Statements: | |
| Consolidated Balance Sheets - December 31, 2025 and 2024 | 42 |
| Consolidated Statements of Income - Years Ended December 31, 2025, 2024 and 2023 | 43 |
| Consolidated Statements of Comprehensive Income - Years Ended December 31, 2025, 2024 and 2023 | 44 |
| Consolidated Statements of Changes in Stockholders’ Equity - Years Ended December 31, 2025, 2024 and 2023 | 45 |
| Consolidated Statements of Cash Flows - Years Ended December 31, 2025, 2024 and 2023 | 46 |
| Notes to Consolidated Financial Statements | 47-94 |
| (a) | (2) Financial statement schedules are not applicable or included in the financial statements or related notes. |
|---|
| 2. Plan of acquisition, reorganization, arrangement, liquidation or succession: | |||
| | 2.1 Agreement and Plan of Merger dated April 23, 2025, between the Corporation and Susquehanna Community Financial, Inc. | | Incorporated by reference to Exhibit 2.1 of the Corporation’s Form 8-K filed April 23, 2025 |
|---|---|---|---|
| | | | |
| 3.1 Articles of Incorporation | Incorporated by reference to Exhibit 3.1 of the Corporation’s Form 10-Q filed May 6, 2022 | ||
| 3.2 By-laws | Incorporated by reference to Exhibit 3.1 of the Corporation's Form 8-K filed February 18, 2022 | ||
| 4. Instruments defining the rights of securities holders, including Indentures: | |||
| | 4.1 Indenture, dated May 19, 2021 between Citizens & Northern Corporation and UMB Bank, National Association, as trustee | | Incorporated by reference to Exhibit 4.1 of the Corporation’s Form 8-K filed May 19, 2021 |
|---|---|---|---|
| | | ||
| | 4.2 Form of Subordinated Note | | Incorporated by reference to Exhibit A-2 to Exhibit 4.1 of the Corporation’s Form 8-K filed May 19, 2021 |
| | | ||
| | 4.3 Form of Senior Note | | Incorporated by reference to Exhibit 4.3 of the Corporation’s Form 8-K filed May 19, 2021 |
| | | ||
| 4.4 Description of registrant’s securities | Incorporated by reference to Exhibit 4.(vi) of the Corporation’s Form 10-K filed February 20, 2020 | ||
| 10. Material contracts: | | ||
| | | | |
| 10.1 Form of Time-Based Restricted Stock agreement dated January 30, 2026 between the Corporation and Executive Officers pursuant to the Citizens & Northern Corporation 2023 Equity Incentive Plan | Filed herewith | ||
| 10.2 Form of Performance-Based Restricted Stock Agreement dated January 30, 2026 between the Corporation and Executive Officers pursuant to the Citizens & Northern Corporation 2023 Equity Incentive Plan | Filed herewith | ||
| | 10.3 Restricted Stock Agreement dated November 21, 2025 between the Corporation and Christian C. Trate | | Filed herewith |
| | | | |
| 10.4 Restricted Stock Agreement dated July 30, 2024 between the Corporation and J. Bradley Scovill | Incorporated by reference to Exhibit 10.1 filed with the Corporation’s Form 8-K on July 31, 2024 | ||
| 10.5 2026 Annual Performance Incentive Award Plan | Filed herewith | ||
| 10.6 2026 Annual Performance Incentive Award Plan - Mortgage Lenders | Filed herewith | ||
| | 10.7 First Amendment to Deferred Compensation Agreement dated June 17, 2021 | | Incorporated by reference to Exhibit 10.9 filed with Corporation’s Form 10-K on February 22, 2022 |
| | | ||
| 10.8 Deferred Compensation Agreement dated December 17, 2015 | Incorporated by reference to Exhibit 10.8 filed with Corporation’s Form 10-K on February 15, 2018 | ||
| | 10.9 Employment Agreement dated April 23, 2025 between the Corporation and David S. Runk | | Filed herewith |
| | | | |
| | 10.10 Separation Agreement dated April 23, 2025 between the Corporation and David S. Runk | | Filed herewith |
| | | | |
| | 10.11 Amended and Restated Employment Agreement dated May 22, 2024 between the Corporation and J. Bradley Scovill | | Incorporated by reference to Exhibit 10.1 filed with Corporation’s Form 8-K on May 28, 2024 |
|---|---|---|---|
| | | | |
| 10.12 Employment agreement dated September 19, 2013 between the Corporation and Mark A. Hughes | Incorporated by reference to Exhibit 10.2 filed with Corporation’s Form 8-K on September 19, 2013 | ||
| 10.13 Employment agreement dated September 19, 2013 between the Corporation and Harold F. Hoose, III | Incorporated by reference to Exhibit 10.3 filed with Corporation’s Form 8-K on September 19, 2013 | ||
| 10.14 Employment agreement dated December 18, 2019 between the Corporation and Blair T. Rush | Incorporated by reference to Exhibit 10.15 filed with Corporation’s Form 10-K on March 5, 2021 | ||
| | 10.15 Employment agreement dated April 6, 2021 between the Corporation and Alexander Balagour | | Incorporated by reference to Exhibit 10.1 filed with Corporation’s Form 10-Q on August 6, 2021 |
| | | ||
| | 10.16 Employment agreement dated February 1, 2023 between the Corporation and Kelley A. Cwiklinski | | Incorporated by reference to Exhibit 10.1 filed with Corporation’s Form 10-Q on May 5, 2023 |
| | | | |
| 10.17 Form of Indemnification Agreement dated September 20, 2018 between the Corporation and J. Bradley Scovill | Incorporated by reference to Exhibit 10.1 filed with Corporation’s Form 10-Q on November 1, 2018 | ||
| 10.18 Form of Indemnification Agreement dated January 9, 2018 between the Corporation and Tracy E. Watkins | Incorporated by reference to Exhibit 10.6 filed with Corporation’s Form 10-K on February 15, 2018 | ||
| 10.19 Form of Indemnification Agreement dated February 11, 2015 between the Corporation and Stan R. Dunsmore | Incorporated by reference to Exhibit 10.9 filed with Corporation’s Form 10-K on February 26, 2015 | ||
| 10.20 Form of Indemnification Agreement dated January 19, 2011 between the Corporation and John M. Reber | Incorporated by reference to Exhibit 10.8 filed with Corporation’s Form 10-K on March 1, 2011 | ||
| 10.21 Form of Indemnification Agreements dated May 2004 between the Corporation and the Directors and certain officers | Incorporated by reference to Exhibit 10.1 filed with Corporation’s Form 10-K on March 14, 2005 | ||
| 10.22 Form of Indemnification Agreement dated February 16, 2021 between the Corporation and Blair T. Rush | Incorporated by reference to Exhibit 10.23 filed with Corporation’s Form 10-K on March 5, 2021 | ||
| 10.23 Change in Control Agreement dated January 9, 2018 between the Corporation and Tracy E. Watkins | Incorporated by reference to Exhibit 10.7 filed with Corporation’s Form 10-K on February 15, 2018 | ||
| 10.24 Change in Control Agreement dated March 17, 2015 between the Corporation and Stan R. Dunsmore | Incorporated by reference to Exhibit 10.1 filed with Corporation’s Form 10-Q on May 8, 2015 | ||
| 10.25 Change in Control Agreement dated January 20, 2005 between the Corporation and John M. Reber | Incorporated by reference to Exhibit 10.18 filed with Corporation’s Form 10-K on February 18, 2016 | ||
| 10.26 Change in Control Agreement dated December 31, 2003 between the Corporation and Thomas L. Rudy, Jr. | Incorporated by reference to Exhibit 10.2 filed with the Corporation’s Form 10-K on March 14, 2005 |
| 10.27 Fifth Amendment to Citizens & Northern Corporation Stock Incentive Plan | Incorporated by reference to Exhibit 10.1 filed with Form 8-K on December 21, 2018 | ||
| | | | |
|---|---|---|---|
| | 10.28 Fourth Amendment to Citizens & Northern Corporation Stock Incentive Plan and Annual Incentive Plan | | Incorporated by reference to Exhibit 10.6 filed with Corporation’s Form 8-K on September 19, 2013 |
| 10.29 Third Amendment to Citizens & Northern Corporation Stock Incentive Plan | Incorporated by reference to Exhibit A to the Corporation’s proxy statement dated March 18, 2008 for the annual meeting of stockholders held on April 15, 2008 | ||
| 10.30 Second Amendment to Citizens & Northern Corporation Stock Incentive Plan | Incorporated by reference to Exhibit 10.5 filed with the Corporation’s Form 10-K on March 10, 2004 | ||
| 10.31 First Amendment to Citizens & Northern Corporation Stock Incentive Plan | Incorporated by reference to Exhibit 10.6 filed with the Corporation’s Form 10-K on March 10, 2004 | ||
| 10.32 Citizens & Northern Corporation Stock Incentive Plan | Incorporated by reference to Exhibit 10.7 filed with the Corporation’s Form 10-K on March 10, 2004 | ||
| 10.33 Second Amendment to Citizens & Northern Independent Directors Stock Incentive Plan | Incorporated by reference to Exhibit 10.2 filed with Form 8-K on December 21, 2018 | ||
| 10.34 First Amendment to Citizens & Northern Corporation Independent Directors Stock Incentive Plan | Incorporated by reference to Exhibit B to the Corporation’s proxy statement dated March 18, 2008 for the annual meeting of stockholders held on April 15, 2008 | ||
| 10.35 Citizens & Northern Corporation Independent Directors Stock Incentive Plan | Incorporated by reference to Exhibit A to the Corporation’s proxy statement dated March 19, 2001 for the annual meeting of stockholders held on April 17, 2001. | ||
| | | | |
| | 10.36 Citizens & Northern Corporation 2023 Equity Incentive Plan | | Incorporated by reference to Exhibit A to the Corporation’s proxy statement dated March 10, 2023 for the annual meeting of stockholders held on April 20, 2023 |
| 10.37 Citizens & Northern Corporation Supplemental Executive Retirement Plan (as amended and restated) | Incorporated by reference to Exhibit 10.21 filed with the Corporation’s Form 10-K on March 6, 2009 | ||
| 10.38 Form of Indemnification Agreements dated May 24, 2018 between the Corporation and Directors Bobbi J. Kilmer, Terry L. Lehman, Frank G. Pellegrino and Aaron K. Singer | Incorporated by reference to Exhibit 10.1 filed with the Corporation’s Form 10-Q filed August 6, 2018 | ||
| 10.39 Form of Indemnification Agreement dated July 16, 2020 between the Corporation and Stephen M. Dorwart | Incorporated by reference to Exhibit 10.4 filed with the Corporation's Form 10-Q on August 6, 2020 | ||
| 10.40 Form of Indemnification Agreement dated July 16, 2020 between the Corporation and Robert G. Loughery | Incorporated by reference to Exhibit 10.5 filed with the Corporation's Form 10-Q on August 6, 2020 | ||
| | 10.41 Form of Indemnification Agreement dated April 27, 2021 between the Corporation and Helen S. Santiago | | Incorporated by reference to Exhibit 10.2 filed with the Corporation’s Form 10-Q on August 6, 2021 |
| | | ||
| | 10.42 Form of Indemnification Agreement dated July 12, 2021 between the Corporation and Kate Shattuck | | Incorporated by reference to Exhibit 10.1 filed with the Corporation’s Form 10-Q on November 8, 2021 |
| | | |
| 14. Code of ethics | The Code of Ethics is available through the Corporation’s website at www.cnbankpa.com. To access the Code of Ethics, click on “About,” “Investor Relations,” “Corporate Governance Policies,” and “Code of Ethics.” | ||
| | | | |
|---|---|---|---|
| 19. Citizens & Northern Corporation Insider Trading Policy | Filed herewith | ||
| 21. Subsidiaries of the registrant | Filed herewith | ||
| | 23.1 Consent of Crowe LLP | | Filed herewith |
| | | | |
| 23.2 Consent of Baker Tilly US, LLP | Filed herewith | ||
| | | | |
| 31. Rule 13a-14(a)/15d-14(a) certifications: | |||
| | | | |
| 31.1 Certification of Chief Executive Officer | Filed herewith | ||
| 31.2 Certification of Chief Financial Officer | Filed herewith | ||
| 32. Section 1350 certifications | Filed herewith | ||
| | 97 Executive Compensation Recoupment Policy | | Incorporated by reference to Exhibit 10.5 filed with Corporation’s Form 8-K on September 19, 2013 |
| 101.INS Inline XBRL Instance Document. | Filed herewith | ||
| 101.SCH Inline XBRL Schema Document. | Filed herewith | ||
| | | | |
| | 101.CAL Inline XBRL Calculation Linkbase Document. | | Filed herewith |
| | | | |
| | 101.DEF Inline XBRL Definition Linkbase Document. | | Filed herewith |
| | | | |
| | 101.LAB Inline XBRL Label Linkbase Document. | | Filed herewith |
| | | | |
| | 101.PRE Inline XBRL Presentation Linkbase Document. | | Filed herewith |
| | | ||
| 104. Cover Page Interactive Data File (Formatted as Inline XBRL and contained in Exhibit 101) | Filed herewith | ||
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.