Citizens & Northern Corp. Completes Acquisition, Announces Officer Changes
Ticker: CZNC · Form: 8-K · Filed: Oct 1, 2025 · CIK: 810958
Sentiment: neutral
Topics: acquisition, officer-changes, financials
Related Tickers: CZN
TL;DR
CZN closed an acquisition, swapped some execs, and filed financials. Big day.
AI Summary
Citizens & Northern Corp. announced on October 1, 2025, the completion of an acquisition. The filing also disclosed the departure of a director and the appointment of new officers, along with details on compensatory arrangements. Additionally, the company provided financial statements and exhibits related to these events.
Why It Matters
This 8-K filing signals significant corporate activity for Citizens & Northern Corp., including strategic growth through acquisition and internal leadership adjustments.
Risk Assessment
Risk Level: medium — The filing involves an acquisition and changes in corporate officers, which can introduce integration risks and strategic uncertainties.
Key Players & Entities
- Citizens & Northern Corp. (company) — Registrant
- October 1, 2025 (date) — Date of Report
- Pennsylvania (location) — State of Incorporation
FAQ
What was the nature of the acquisition completed by Citizens & Northern Corp. on October 1, 2025?
The filing indicates the completion of an acquisition or disposition of assets, but specific details of the transaction are not provided in this summary.
Who departed from the board or officer positions at Citizens & Northern Corp.?
The filing mentions the departure of a director and the appointment of certain officers, but does not name the individuals involved in this summary.
What are the key financial statements or exhibits included with this filing?
The filing states that financial statements and exhibits are included, but their specific content is not detailed in this summary.
What is the primary business of Citizens & Northern Corp. according to the filing?
Citizens & Northern Corp. is classified under Standard Industrial Classification 6022, which corresponds to State Commercial Banks.
Where is Citizens & Northern Corp. headquartered?
The company's business and mailing address is listed as 90-92 Main Street, Wellsboro, Pennsylvania, 16901.
Filing Stats: 1,065 words · 4 min read · ~4 pages · Grade level 11.7 · Accepted 2025-10-01 09:42:51
Key Financial Figures
- $1.00 — h registered Common Stock, par value $1.00 per share CZNC Nasdaq Capital Marke
Filing Documents
- cznc-20251001x8k.htm (8-K) — 53KB
- cznc-20251001xex99d1.htm (EX-99.1) — 14KB
- cznc-20251001xex99d1001.jpg (GRAPHIC) — 13KB
- 0001104659-25-095389.txt ( ) — 197KB
- cznc-20251001.xsd (EX-101.SCH) — 3KB
- cznc-20251001_lab.xml (EX-101.LAB) — 15KB
- cznc-20251001_pre.xml (EX-101.PRE) — 9KB
- cznc-20251001x8k_htm.xml (XML) — 5KB
01
Item 2.01 Completion of Acquisition or Disposition of Assets. On October 1, 2025, Citizens & Northern Corporation, a Pennsylvania corporation ("C&N"), completed its previously announced merger with Susquehanna Community Financial, Inc., a Pennsylvania corporation ("Susquehanna"), pursuant to the Agreement and Plan of Merger dated April 23, 2025 between C&N and Susquehanna (the "Merger Agreement"). In accordance with the terms of the Merger Agreement, effective as of October 1, 2025, Susquehanna merged with and into C&N (the "Merger"), with C&N as the surviving corporation in the Merger and (b) immediately following the completion of the Merger, Susquehanna Community Bank, the wholly owned subsidiary of Susquehanna, merged with and into Citizens & Northern Bank (" C&N Bank "), the wholly-owned subsidiary of C&N, with C&N Bank surviving (the " Bank Merger"). Pursuant to the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each share of common stock, par value $1.00 per share, of Susquehanna ("Susquehanna Common Stock") issued and outstanding immediately prior to the Effective Time, other than certain shares held by C&N and Susquehanna, was converted into the right to receive 0.80 shares (the "Exchange Ratio") of common stock, par value $1.00 per share, of C&N ("C&N Common Stock" and such shares, the "Merger Consideration"). The total aggregate consideration payable in the Merger was approximately 2,273,000 shares of C&N Common Stock. The foregoing description of the Merger and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which was attached as Exhibit 2.1 to C&N's Current Report on Form 8-K filed on April 23, 2025 and is incorporated into this Item 2.01 by reference.
02
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensation Arrangements of Certain Officers. As contemplated by the terms of the Merger Agreement, the Board of Directors (the "C&N Board") of C&N, effective October 1 2025, appointed Christian C. Trate to Class II of the C&N and C&N Bank Board for a term to expire at the next annual meeting of shareholders of C&N, and is to be nominated as a Class II director at the 2026 annual meeting of C&N shareholders. Additionally, effective October 1, 2025, Mr. Trate was appointed to the Governance and Nominating Committee of the C&N Board and the Wealth Committee of the C&N Bank Board. In connection with his appointments as director, Mr. Trate will be entitled to the compensation paid to non-employee directors. A description of such compensation can be found under the heading "Director Compensation" in the Proxy Statement filed by C&N on Schedule 14A with the Securities and Exchange Commission on March 14, 2025, and additional information regarding Mr. Trate can be found under the heading "Information about Susquehanna Designees to C&N Board of Directors" in the Proxy Statement/Prospectus filed by C&N pursuant to SEC Rule 424(b)(4) with the Securities and Exchange Commission on July 22, 2025.
01
Item 8.01 Other Events. On October 1, 2025, C&N issued a press release announcing the completion of the Merger and the Bank Merger, a copy of which is filed as Exhibit 99.1 and incorporated herein by reference. Inan
Financial Statements and Exhibits
Financial Statements and Exhibits. (a) Financial statements of businesses acquired. The financial statements required by this item will be filed by amendment to this Current Report on Form 8-K as soon as practicable, but no later than 71 calendar days after the date this Current Report on Form 8-K is required to be filed. 2 (b) Pro forma financial information. The pro forma financial information required by this item will be filed by amendment to this Current Report on Form 8-K as soon as practicable, but no later than 71 calendar days after the date this Current Report on Form 8-K is required to be filed. (d) Exhibits Exhibit No. Description 2.1 Agreement and Plan of Merger dated April 23, 2025 between Susquehanna Community Financial, Inc. and Citizens & Northern Corporation (incorporated by reference to Exhibit 2.1 to Citizens & Northern Corporation's Form 8-K filed with the SEC on April 23 ,2025). 99.1 Press Release, dated October 1, 2025, of Citizens & Northern Corporation. 104 Cover Page Interactive Data File (embedded in the cover page formatted in Inline XBRL) 3
SIGNATURES
SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. CITIZENS & NORTHERN CORPORATION Date: October 1, 2025 By: /s/ Mark A. Hughes Mark A. Hughes Treasurer and Chief Financial Officer 4