Filing Analysis
Citizens & Northern Corporation has announced its unaudited consolidated financial results for the second quarter and first half of 2026. The filing also includes a declaration of dividends.
📋 Key Facts
- Company reported unaudited, consolidated financial results for the three and six month periods ended June 30, 2026.
- The company declared a dividend as part of the earnings announcement.
- Results were released via press release on July 23, 2026.
Citizens & Northern Corporation (CZNC) filed an amendment to its 8-K to provide audited and unaudited financial statements, along with pro forma information, following the completed merger of Susquehanna Community Financial, Inc. into C&N.
📋 Key Facts
- Merger completion: Susquehanna Community Financial, Inc. has merged into Citizens & Northern Corporation (C&N).
- Subsidiary integration: Susquehanna Community Bank merged into Citizens & Northern Bank.
- Filing purpose: Amendment to provide audited financial statements for Susquehanna for years ended Dec 31, 2024, and 2023.
- Financial disclosure: Includes unaudited historical financial statements as of Sept 30, 2025, and pro forma financial information required under Item 9.01(b).
Citizens & Northern Corporation announced that its President/CEO and CFO will present an overview of the company at the Piper Sandler & Co. Financial Services Conference on November 11, 2025.
📋 Key Facts
- Scheduled presentation date: November 11, 2025
- Event: Piper Sandler & Co. Financial Services Conference in Aventura, FL
- Presenters: J. Bradley Scovill (President and CEO) and Mark A. Hughes (Treasurer and CFO)
- The filing includes an Investor Presentation as Exhibit 99.1
Citizens & Northern Corporation announced its unaudited consolidated financial results for the third quarter of 2025 and declared a dividend. The filing serves as a formal announcement of quarterly earnings performance.
📋 Key Facts
- Reporting period: Three and nine months ended September 30, 2025.
- Announcement date: October 23, 2025.
- The company declared a dividend (details contained in Exhibit 99).
- Financial results are unaudited.
Citizens & Northern Corporation (C&N) has completed its merger with Susquehanna Community Financial, Inc., effective October 1, 2025. The transaction involves the conversion of Susquehanna shares into C&N common stock at an exchange ratio of 0.80.
🚩 Red Flags
- Financial statements for the acquired business and pro forma financial information are not included in this filing; they will be filed via amendment within 71 days.
📋 Key Facts
- Merger completion date: October 1, 2025.
- Exchange Ratio: 0.80 shares of C&N for each share of Susquehanna Common Stock.
- Total aggregate consideration: Approximately 2,273,000 shares of C&N Common Stock.
- Susquehanna Community Bank merged into Citizens & Northern Bank as part of the transaction.
- Christian C. Trate appointed to C&N Board (Class II) and various committees.
Citizens & Northern Corporation (C&N) has received all necessary regulatory approvals and shareholder consent required to complete its merger with Susquehanna Community Financial, Inc. The transaction is expected to close on October 1, 2025.
📋 Key Facts
- Received all required regulatory approvals or waivers for the merger.
- Received shareholder approval from Susquehanna Community Financial, Inc.
- Merger of Susquehanna into C&N is expected to close on October 1, 2025.
- The announcement was made via a joint press release dated September 22, 2025.
Susan E. Hartley has retired from her position as a director of Citizens & Northern Corporation and its subsidiary, Citizens & Northern Bank, effective September 8, 2025.
📋 Key Facts
- Director Susan E. Hartley announced her intent to retire on September 8, 2025.
- The departure is effective immediately (September 8, 2025).
- Reason for retirement cited as focusing on health matters.
Citizens & Northern Corporation announced its unaudited consolidated financial results for the second quarter of 2025, covering the three and six months ended June 30, 2025. The filing also includes a dividend declaration.
📋 Key Facts
- Reporting period: Three and six months ended June 30, 2025.
- The company issued a press release declaring a dividend alongside the financial results on July 24, 2025.
- Financial results provided are unaudited.
Citizens & Northern Corporation held its Annual Meeting of Shareholders on April 24, 2025. The meeting resulted in the election of Class II Directors and the ratification of Crowe LLP as independent auditors.
🚩 Red Flags
- Significant 'Against' vote on Proposal II (Compensation of Named Executive Officers), representing approximately 29% of the votes cast for that proposal, suggesting potential shareholder dissatisfaction regarding executive pay.
📋 Key Facts
- Annual Meeting held virtually on April 24, 2025.
- Quorum reached with 10,206,753 shares present/represented (approx. 66% of outstanding Common Stock).
- Proposal I: Election of Class II Directors (Susan E. Hartley, Leo F. Lambert, Helen S. Santiago, and Katherine W. Shattuck) was successful.
- Proposal II: Approval and adoption of the 2024 Compensation of Named Executive Officers received 4,925,878 votes in favor and 2,023,566 against.
- Proposal III: Ratification of Crowe LLP as independent auditors for the year ending December 31, 2025 was approved with 10,066,225 votes in favor.
Citizens & Northern Corporation (C&N) has entered into a definitive merger agreement to acquire Susquehanna Community Financial, Inc. (SQCF). The transaction is structured as a stock-for-stock merger where SQCF shareholders will receive 0.80 shares of C&N for each share of SQCF held.
🚩 Red Flags
- Stock price protection clause: SQCF can terminate if C&N's stock declines by >20% relative to its April 22, 2025 price ($19.48) and the KBW NASDAQ Regional Bank Index.
📋 Key Facts
- Merger Agreement signed on April 23, 2025.
- Exchange ratio: 0.80 shares of C&N common stock for each share of SQCF common stock.
- Post-merger ownership: SQCF shareholders will own approximately 13% of C&N's outstanding common stock.
- Expected closing date: Fourth quarter of 2025, subject to regulatory and shareholder approval.
- Termination fee: 4% of the transaction value payable by SQCF if certain conditions are met.
- Voting Agreement: SQCF directors/officers have agreed to vote approximately 6% of total outstanding shares in favor of the merger.
- Board representation: C&N will appoint one current member of SQCF’s Board of Directors.
Citizens & Northern Corporation announced its unaudited consolidated financial results for the first quarter ended March 31, 2025. The filing includes a press release regarding dividend declarations and supplemental financial information.
📋 Key Facts
- Reporting period: Three months ended March 31, 2025.
- The Company declared a dividend (details in Exhibit 99.1).
- Financial results are unaudited.
- Filing date: April 23, 2025.
Citizens & Northern Corporation announced its unaudited consolidated financial results for the fourth quarter and full year ended December 31, 2024. The filing also includes a dividend declaration.
📋 Key Facts
- Report date: January 23, 2025
- Reporting period: Year ended December 31, 2024
- The company declared a dividend as part of the earnings announcement
- Financial results provided are unaudited
Citizens & Northern Corporation announced its unaudited consolidated financial results for the third quarter of 2024 and declared a dividend. The filing serves as a formal announcement of quarterly earnings performance.
📋 Key Facts
- Reporting period: Three-month and nine-months ended September 30, 2024.
- The company issued a press release regarding third quarter 2024 unaudited financial results on October 17, 2024.
- A dividend was declared as part of the earnings announcement.
Citizens & Northern Corporation announced a compensatory arrangement involving the grant of 20,000 shares of restricted common stock to President and CEO J. Bradley Scovill on July 30, 2024.
🚩 Red Flags
- None identified in this filing
📋 Key Facts
- Grant Date: July 30, 2024
- Recipient: J. Bradley Scovill (President and CEO)
- Award Type: 20,000 shares of restricted common stock
- Vesting Schedule: Scheduled to vest on April 30, 2027
- Acceleration Clause: Vesting accelerates if terminated by the Corporation without Cause or if the officer terminates for Good Reason
Citizens & Northern Corporation announced its unaudited consolidated financial results for the second quarter of 2024, ending June 30, 2024. The company also declared a dividend as part of its quarterly earnings announcement.
📋 Key Facts
- Reported unaudited consolidated financial results for the three-month and six-month periods ended June 30, 2024.
- Announced declaration of a dividend (details in Exhibit 99.1).
- Filed under Item 2.02 regarding Results of Operations and Financial Condition.
Citizens & Northern Corporation has amended the employment agreement for CEO J. Bradley Scovill to facilitate a planned leadership transition in 2027. The amendment extends his term and includes a special incentive award of 20,000 restricted stock shares.
🚩 Red Flags
- Succession planning is long-term (2027), which may imply a lack of immediate leadership depth, though this is standard for stable micro-cap banks.
📋 Key Facts
- CEO J. Bradley Scovill's employment term extended through April 30, 2027.
- Board approved a special incentive award of 20,000 shares of restricted stock to be awarded before July 30, 2024.
- Restricted stock is set to vest on April 30, 2027.
- Agreement includes accelerated vesting provisions for equity grants upon termination without Cause or by the CEO for Good Reason (pro-rata for performance-based grants).
Citizens & Northern Corporation has appointed Crowe LLP as its new independent registered public accounting firm for the fiscal year ending December 31, 2024, dismissing Baker Tilly US, LLP.
🚩 Red Flags
- Auditor change (standard procedure but requires monitoring for underlying reasons despite lack of reported disagreements).
📋 Key Facts
- Appointed Crowe LLP as the new independent auditor on May 10, 2024.
- Dismissed Baker Tilly US, LLP.
- The dismissal was made after review and recommendation by the Company's Audit Committee.
- Baker Tilly stated there were no disagreements regarding accounting principles, practices, financial statement disclosure, or auditing scope/procedures during their tenure.
- No 'reportable events' occurred during the two most recent fiscal years or subsequent interim periods.
Citizens & Northern Corporation held its Annual Meeting of Shareholders on April 25, 2024. The filing reports the voting results for director elections, executive compensation approval, and the ratification of the independent auditor.
🚩 Red Flags
- Significant number of 'Broker Non-Votes' across all proposals (approx. 3.5M shares), indicating a large portion of the voting power was not exercised by institutional or direct holders at the time of the meeting.
📋 Key Facts
- Annual Meeting held virtually on April 25, 2024.
- Record date for voting was February 6, 2024.
- Total shares outstanding at record date: 15,338,420; Shares represented at meeting: 10,491,842 (approx. 68% quorum).
- Proposal I: Election of Class I Directors (Bobbi J. Kilmer, Terry L. Lehman, Robert G. Loughery, Frank G. Pellegrino) was successful.
- Proposal II: Approval and adoption of the 2023 Compensation of Named Executive Officers received 5,475,951 votes in favor.
- Proposal III: Ratification of Baker Tilly US, LLP as independent auditors for the year ending Dec 31, 2024 was approved with 10,108,012 votes in favor.
Citizens & Northern Corporation announced its unaudited consolidated financial results for the first quarter ended March 31, 2024. The filing also includes a press release regarding dividend declarations and supplemental financial information.
📋 Key Facts
- Report covers the three months ended March 31, 2024.
- Company declared a dividend as part of the Q1 results announcement.
- Financial results are unaudited.
- Filing includes Exhibit 99.1 (Press Release) and Exhibit 99.2 (Supplemental Financial Information).
Citizens & Northern Corporation announced its unaudited consolidated financial results for the fourth quarter and full year ended December 31, 2023. The filing includes a press release regarding dividend declarations and supplemental financial information.
📋 Key Facts
- Report date: January 18, 2024
- Reporting period: Year ended December 31, 2023
- The company declared a dividend as part of the earnings announcement
- Financial results provided are unaudited
Citizens & Northern Corporation announced a strategic repositioning of its available-for-sale (AFS) securities and bank-owned life insurance (BOLI) portfolio in December 2023. This move is expected to result in a one-time net charge to earnings of approximately $1.253 million ($0.08 per diluted share) for Q4 2023, but management expects to recover this loss within a year through higher yields.
🚩 Red Flags
- Realized loss on AFS securities due to interest rate environment/portfolio repositioning.
- One-time tax charge related to BOLI surrender.
📋 Key Facts
- Net charge to Q4 2023 earnings: ~$1.253 million or $0.08 per diluted share.
- Sold AFS debt securities (amortized cost $45.5M) resulting in a $2.4M after-tax loss.
- Surrendered BOLI with book value of $14.3M, incurring a ~$950,000 tax charge; proceeds expected H2 2024.
- Initiated new BOLI purchase of $30 million, generating $2.1 million in pre-tax/after-tax income via one-time enhancement.
- New BOLI expected taxable equivalent yield: 5.58% (vs. ~2.20% on surrendered BOLI).
- Purchased $13.7M in new AFS debt securities (US Gov Agency MBS) with estimated yield of 4.83%.
- Management expects a positive net income contribution of $1.5 million in 2024 from these reinvestments.