8-K - CZNC - Equibles

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 7, 2026

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 Employer
of incorporation)		File Number)		Ident. No.)

90-92 Main Street , Wellsboro , Pennsylvania				16901
(Address of principal executive offices)				(Zip Code)

( 570 ) 724-3411

Registrant’s telephone number, including area code

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, par value $1.00 per share	CZNC	Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 7, 2026, Ms. Kelley Cwiklinski, Executive Vice President and Chief Lending Officer – Commercial of Citizens & Northern Bank, a wholly owned subsidiary of Citizens & Northern Corporation (the “Corporation”), tendered her notice of retirement to be effective at the close of business on July 10, 2026. Ms. Cwiklinski will continue to receive her pro rata base salary and benefits through July 10, 2026.

Item 8.01 Other Events.

On May 11, 2026, the Corporation issued a press release announcing that Kelley Cwiklinski, Executive Vice President and Chief Lending Officer – Commercial of Citizens & Northern Bank, is retiring, effective at the close of business on July 10, 2026, and that Gregory Adamson will be promoted to Senior Vice President, Director of Commercial Lending. A copy of the press release announcing Ms. Cwiklinski’s retirement announcement and Mr. Adamson’s promotion is attached hereto as Exhibit 99 and incorporated by reference herein.

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Item 9.01	Financial Statements and Exhibits.

(d)Exhibits

Exhibit No.	Description


99	Press Release dated May 11, 2026.<br><br>
104	Cover Page Interactive Data File (embedded in the cover page formatted in Inline XBRL)

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: May 11, 2026	By:	/s/ Mark A. Hughes
		Mark A. Hughes<br><br>Treasurer and Chief Financial Officer

Exhibit 99

	Contact: Charity Frantz
May 11, 2026	570-724-0225
	charityf@cnbankpa.com

C&N Announces Retirement of Kelley A. Cwiklinski

and Promotion of Greg Adamson

Wellsboro, PA — After more than four decades of dedicated service, C&N announces the retirement of Kelley A. Cwiklinski, Chief Commercial Lending Officer, whose 41-year career has made a lasting impact on the company, its customers, and the communities it serves. Her retirement will be effective as of close-of-business on Friday, July 10, 2026.

Cwiklinski joined C&N on July 1, 2020, through the Covenant Bank merger as Senior Vice President, Director of Commercial Lending and was promoted to Executive Vice President and Chief Commercial Lending Officer in February 2023. As a member of the Executive Leadership Team, she has led our commercial lending strategy, including business planning, budgeting, growth initiatives and the most recent acquisition of Susquehanna Community Bank, while championing a relationship-focused approach that has strengthened portfolio growth and retention.

Throughout her tenure, Kelley has built strong, lasting relationships with small family businesses and growing regional companies, providing her expertise and guidance

through both opportunities and challenges. She has played a key role in developing C&N’s lending team by mentoring colleagues and helping to shape the next generation of leaders.

Cwiklinski has held numerous senior and executive leadership roles including EVP & Chief Lending Officer and SVP & Regional Executive for Business Banking, as well as playing an integral role in the successful merger of Covenant Bank to C&N. She served on the Board of the PA Bankers Public Affairs Committee (PaBPAC), the PA Bankers Government Relations Policy Committee, the Bucks County Historical Society’s Board of Trustees, along with involvement in several other boards and associations, and mentoring Big Brothers Big Sisters of Bucks County.

“It has truly been an honor to serve this community and to be part of C&N for the past six years,” said Kelley Cwiklinski. “This team and the relationships I have built here mean everything to me, and I am proud of what we have accomplished together. I look forward to staying involved during this transition and cheering on the team in the years ahead.”

While stepping away from her day-to-day responsibilities, she will remain connected to C&N in an advisory capacity, supporting the transition and continuing to share her experience and insight.

As part of this planned transition, Gregory Adamson, currently C&N’s Southeast Regional Commercial Lending Executive, will assume the role of Senior Vice President, Director of Commercial Lending. In this role, Greg will continue to expand C&N’s commercial lending division through building strong relationships. Since joining C&N through the Covenant Bank merger, Greg has demonstrated strong leadership, deep market expertise, and a commitment to disciplined, relationship-based banking. Adamson will assume his new role immediately upon the retirement of Cwiklinski.

Adamson has over 27 years of experience in commercial banking and has served in various roles, including Commercial Lending Team Leader and Senior Vice President of Commercial Lending. He currently serves on the Board of the PA Bankers Public Affairs Committee (PaBPAC) and the Bucks County Industrial Development Authority Loan Review Committee.

Greg works out of C&N’s Regional Executive office in Doylestown located at 182 Main Street and can be reached by phone at 267.327.4909 or email at GregoryA@cnbankpa.com.

“We are deeply grateful for Kelley’s leadership and service to C&N and are confident she will lead a smooth transition over the coming months,” added C&N President & CEO Brad Scovill. “We wish her all the best as she moves into retirement and congratulate Greg as he takes on a broader leadership role with C&N.”

About C&N: C&N is an independent community bank providing complete banking, financial, investment and insurance services through 35 full-service offices located throughout Bradford, Bucks, Cameron, Chester, Lancaster, Lycoming, Northumberland, Potter, Snyder, Sullivan, Tioga, Union and York, counties in Pennsylvania and Steuben County in NY. C&N also operates a loan production office in Elmira, NY, which offers commercial, residential and consumer lending services. C&N can be found online at cnbankpa.com. The Company’s stock is listed on NASDAQ Capital Market Securities under the symbol CZNC.