Citizens & Northern Corporation

EXHIBIT 99.2

SUSQUEHANNA COMMUNITY FINANCIAL, INC.

WEST MILTON, PENNSYLVANIA

SEPTEMBER 30, 2025

SUSQUEHANNA COMMUNITY FINANCIAL, INC.

CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

SEPTEMBER 30, 2025

Page

Number

Financial Statements

Consolidated Balance Sheet - September 30, 2025 (unaudited) and December 31, 20243

Consolidated Statement of Operations (unaudited)4

Consolidated Statement of Comprehensive Income (unaudited)5

Consolidated Statement of Changes in Stockholders’ Equity (unaudited)6

Consolidated Statement of Cash Flows (unaudited)7

Notes to the Unaudited Consolidated Financial Statements8–25

SUSQUEHANNA COMMUNITY FINANCIAL, INC.

CONSOLIDATED BALANCE SHEET (UNAUDITED)


	September 30,		December 31,
(In Thousands, Except Share and Per Share Data)	2025		2024
ASSETS
Cash and due from banks	$	6,080	$	5,549
Available-for-sale debt securities, at fair value		148,243		155,058
Marketable equity securities, at fair value		37		915
Restricted investment in bank stocks, at cost		7,275		6,210
Loans, net of allowance for credit losses of $3,208 and $3,437		396,851		389,126
Bank premises and equipment, net		10,163		10,582
Other real estate owned		50		0
Accrued interest receivable		3,028		2,742
Cash surrender value of life insurance		7,953		7,815
Other assets		7,702		9,696
TOTAL ASSETS	$	587,382	$	587,693

LIABILITIES
Interest-bearing deposits	$	470,677	$	460,373
Noninterest-bearing deposits		30,360		27,624
Total Deposits		501,037		487,997
Other borrowings		45,800		62,200
Dividends payable		0		682
Accrued interest payable		1,537		1,035
Other liabilities		2,621		2,404
TOTAL LIABILITIES		550,995		554,318

STOCKHOLDERS' EQUITY
Common stock, par value $1.00 per share; authorized 5,000,000 shares;
3,375,000 shares issued and 2,841,314 shares outstanding at September 30, 2025 and December 31, 2024		3,375		3,375
Additional paid-in capital		455		455
Retained earnings		53,110		55,234
Accumulated other comprehensive loss		(13,672)		(18,808)
Treasury stock, at cost; 533,686 shares at September 30, 2025 and December 31, 2024		(6,881)		(6,881)
TOTAL STOCKHOLDERS' EQUITY		36,387		33,375
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY	$	587,382	$	587,693

See Notes to Unaudited Consolidated Financial Statements

SUSQUEHANNA COMMUNITY FINANCIAL, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)


	Nine Months Ended
	September 30,
(In Thousands, Except Per Share Data)	2025		2024
INTEREST INCOME:
Interest and fees on loans	$	18,337	$	16,526
Income from available-for-sale debt securities:
Taxable		2,164		2,939
Tax-exempt		1,251		1,396
Dividends on marketable equity securities		35		46
Interest on deposits with other banks		65		59
Total interest and dividend income		21,852		20,966
INTEREST EXPENSE:
Interest on deposits		7,641		7,976
Interest on other borrowings		1,831		2,730
Total interest expense		9,472		10,706
Net interest income		12,380		10,260
Provision for credit loss expenses- Loans		1,954		94
Net interest income after credit loss expense		10,426		10,166
OTHER INCOME:
Service charges on deposit accounts		364		364
Realized losses on available-for-sale debt securities, net		(142)		0
Gains on marketable equity securities, net		30		86
Loss on interest rate swap		(205)		0
Realized gains on loans sales, net		257		248
Bank card and credit card interchange fees		437		441
Brokerage fees and commissions		222		309
Increase in cash surrender value of life insurance		138		135
Other operating income		967		714
Total other income		2,068		2,297
OTHER EXPENSES:
Salaries and employee benefits		6,155		6,401
Occupancy expense		616		532
Furniture and equipment expense		847		958
Automated teller machine expense		270		257
Data processing expenses		1,274		900
Pennsylvania corporate and shares taxes		276		198
Merger-related expenses		1,460		0
Other operating expenses		1,955		1,505
Total other expenses		12,853		10,751
(Loss) Income before income tax provision		(359)		1,712
(Credit) Provision for income taxes		(281)		57
NET (LOSS) INCOME	$	(78)	$	1,655
(LOSS) EARNINGS PER COMMON SHARE - BASIC AND DILUTED	$	(0.03)	$	0.58

See Notes to Unaudited Consolidated Financial Statements

SUSQUEHANNA COMMUNITY FINANCIAL, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)


	Nine Months Ended
	September 30,		September 30,
(In Thousands)	2025		2024
Net (loss) income	$	(78)	$	1,655

Unrealized gains on available-for-sale debt securities:

Unrealized holding gains on available-for-sale debt securities		6,359		4,091
Reclassification adjustment for losses realized in earnings (a)		142		0
Other comprehensive gain on available-for-sale debt securities		6,501		4,091

Taxes		(1,365)		(859)

Net other comprehensive income		5,136		3,232

Total comprehensive income	$	5,058	$	4,887

(a)

Realized losses on available-for-sale debt securities are included in the Consolidated Statements of Operations as a separate element of Other Income.

See Notes to Unaudited Consolidated Financial Statements

SUSQUEHANNA COMMUNITY FINANCIAL, INC.

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (UNAUDITED)


							Accumulated
			Additional				Other
Nine Months Ended	Common		Paid-in		Retained		Comprehensive		Treasury
September 30, 2025	Stock		Capital		Earnings		Loss		Stock		Total
Balance, December 31, 2024	$	3,375	$	455	$	55,234	$	(18,808)	$	(6,881)	$	33,375
Net loss						(78)						(78)
Other comprehensive income								5,136				5,136
Dividends declared, $0.72 per share						(2,046)						(2,046)
Balance, September 30, 2025	$	3,375	$	455	$	53,110	$	(13,672)	$	(6,881)	$	36,387

Nine Months Ended September 30, 2024
Balance, December 31, 2023	$	3,375	$	455	$	55,612	$	(17,119)	$	(6,881)	$	35,442
Net income						1,655						1,655
Other comprehensive income								3,232				3,232
Dividends declared, $0.72 per share						(2,045)						(2,045)
Balance, September 30, 2024	$	3,375	$	455	$	55,222	$	(13,887)	$	(6,881)	$	38,284

See Notes to Unaudited Consolidated Financial Statements

SUSQUEHANNA COMMUNITY FINANCIAL, INC.

CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)


	Nine Months Ended
	September 30,		September 30,
(In Thousands)	2025		2024
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) income	$	(78)	$	1,655
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Provision for depreciation		510		592
Provision for credit losses		1,954		94
Increase in cash surrender value of life insurance		(138)		(135)
Gain on bank-owned life insurance benefits		0		(59)
Amortization and accretion of available-for-sale debt securities, net		181		217
Realized losses on available-for-sale debt securities		142		0
Gains on marketable equity securities, net		(30)		(86)
Gain on sales of loans, net		(257)		(248)
Origination of loans for sale		(7,820)		(9,270)
Proceeds from sales of loans		7,151		8,809
Change in:
Accrued interest receivable		(286)		108
Other assets		629		900
Accrued interest payable		502		551
Other liabilities		217		116
Net Cash Provided by Operating Activities		2,677		3,244
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from maturities of available-for-sale debt securities		9,079		9,236
Proceeds from sales of available-for-sale debt securities		3,914		0
Proceeds from sales of equity securities		908		133
Proceeds from bank-owned life insurance		0		1,576
Purchase of restricted investment in bank stocks		(4,826)		(1,895)
Redemption of restricted investment in bank stocks		3,761		1,507
Net increase in loans		(8,803)		(19,227)
Acquisition of bank premises and equipment		(91)		(426)
Net Cash Provided by (Used in) Investing Activities		3,942		(9,096)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net increase (decrease) in deposits		13,040		(2,341)
Net (decrease) increase in Federal Home Loan Bank line-of-credit		(14,400)		9,500
Net (decrease) increase in Atlantic Community Bankers Bank line-of-credit		(2,000)		1,300
Dividends paid		(2,728)		(2,045)
Net Cash (Used for) Provided by Financing Activities		(6,088)		6,414
NET INCREASE IN CASH AND CASH EQUIVALENTS		531		562
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD		5,549		6,058
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	6,080	$	6,620
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Foreclosure of real estate loan	$	50	$	0
Interest paid	$	8,970	$	10,155
Income taxes paid	$	275	$	25

See Notes to Unaudited Consolidated Financial Statements

SUSQUEHANNA FINANCIAL COMMUNITY, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation and Basis of Financial Statement Presentation

The consolidated financial statements include the accounts of Susquehanna Community Financial, Inc., and its wholly-owned subsidiaries, Susquehanna Community Bank (“Bank”) and Susquehanna Financial Investment Corporation (collectively, the “Corporation”). All significant intercompany balances and transactions have been eliminated.

Accounting principles generally accepted in the United States of America (“GAAP”) require a corporation’s consolidated financial statements to include subsidiaries in which the corporation has a controlling financial interest. This requirement usually has been applied to subsidiaries in which a corporation has a majority voting interest.

Investments in companies in which the Corporation controls operating and financing decisions (principally defined as owning a voting or economic interest greater than 50%) are consolidated. Investments in companies in which the Corporation has significant influence over operating and financing decisions (principally defined as owning a voting or economic interest of 20% to 50%) are generally accounted for by the equity method of accounting.

The unaudited Interim Consolidated Financial Statements have been prepared in accordance with GAAP for interim financial information. The preparation of consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated balance sheet and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. In the opinion of management, the interim statements reflect all adjustments necessary for a fair presentation of the financial position, results of operations and cash flows of the Corporation. All such adjustments are of a normal recurring nature. Certain information and footnote disclosure normally included in the financial statements prepared in accordance with GAAP and industry practice have been omitted from interim reporting pursuant to SEC rules. These Interim Consolidated Financial Statements and the accompanying notes should be read in conjunction with the Corporation’s audited consolidated financial statements for the years ended December 31, 2024 and 2023.

Significant Accounting Policies

The significant accounting policies followed by the Corporation and used in the preparation of these unaudited Interim Consolidated Financial Statements are disclosed in the Corporation’s annual report for the year ended December 31, 2024 and are unchanged at September 30, 2025. These policies are in accordance with principles generally accepted in the United States of America and conform to common practices in the banking industry.

2. SECURITIES

Debt Securities

The amortized cost and fair value of available-for-sale debt securities at September 30, 2025 and December 31, 2024 are as follows:


(In Thousands)	September 30, 2025
			Gross		Gross
			Unrealized		Unrealized
	Amortized		Holding		Holding		Allowance for		Fair
	Cost		Gains		Losses		Credit Losses		Value
Obligations of the U.S. Treasury	$	2,098	$	0	$	(139)	$	0	$	1,959
Obligations of U.S. Government agencies		30,541		0		(3,322)		0		27,219
Mortgage-backed securities		63,409		7		(8,202)		0		55,214
Obligations of states and political subdivisions		66,300		9		(5,582)		0		60,727
Corporate debt securities		3,201		7		(84)		0		3,124
Total available-for-sale debt securities	$	165,549	$	23	$	(17,329)	$	0	$	148,243


(In Thousands)	December 31, 2024
			Gross		Gross
			Unrealized		Unrealized
	Amortized		Holding		Holding		Allowance for		Fair
	Cost		Gains		Losses		Credit Losses		Value
Obligations of the U.S. Treasury	$	2,123	$	0	$	(221)	$	0	$	1,902
Obligations of U.S. Government agencies		33,447		0		(4,737)		0		28,710
Mortgage-backed securities		68,922		0		(11,357)		0		57,565
Obligations of states and political subdivisions		68,157		0		(7,308)		0		60,849
Corporate debt securities		6,216		4		(188)		0		6,032
Total available-for-sale debt securities	$	178,865	$	4	$	(23,811)	$	0	$	155,058

At September 30, 2025 and December 31, 2024, investment securities with a carrying value of $95,143,000 and $97,638,000, respectively, were pledged to secure certain deposits and for other purposes as required law.

The amortized cost and fair value of available-for-sale securities by contractual maturity are shown below (in thousands). Excepted maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties. Because mortgage-backed securities are not due at a single maturity date, they are not included in the maturity categories in the following maturity summary:


(In Thousands)	September 30, 2025
	Amortized		Fair
	Cost		Value
Due in one year or less	$	0	$	0
Due from one year through five years		16,862		15,893
Due from five years through ten years		32,591		28,858
Due after ten years		52,687		48,278
Sub-total		102,140		93,029
Mortgage-backed securities		63,409		55,214
Total	$	165,549	$	148,243

There is no concentration of investments that exceed 10 precent of shareholders’ equity of any individual issuer, excluding those guaranteed by the U.S government or its agencies.

Gross realized gains and gross realized losses on sales of available-for-sale debt securities for the nine months ended September 30, 2025 and 2024, were as follows:


(In Thousands)	Nine Months Ended
	September 30,		September 30,
	2025		2024
Gross realized gains from sales	$	0	$	0
Gross realized losses from sales		142		0
Proceeds from sales		3,914		0

Equity Securities

A summary of realized and unrealized gains and (losses) on equity securities for the nine months ended September 30, 2025 and 2024, were as follows:



(In Thousands)	September 30,		September 30,
	2025		2024
Net unrealized (losses) gains recognized during the reporting period on equity securities still held at the reporting date	$	(13)	$	82

Net realized gains recognized during the period on equity securities sold during the period		43		4

Gains recognized during the reporting period on equity securities	$	30	$	86

The following tables present gross unrealized losses and fair value of available-for-sale debt securities with unrealized losses, for which no allowance for credit losses has been recorded, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position at September 30, 2025 and December 31, 2024:


September 30, 2025	Less Than 12 Months				12 Months or More				Total
(In Thousands)	Fair		Unrealized		Fair		Unrealized		Fair		Unrealized
	Value		Losses		Value		Losses		Value		Losses
Obligations of the U.S. Treasury	$	0	$	0	$	1,959	$	139	$	1,959	$	139
Obligations of U.S. Government agencies		0		0		27,219		3,322		27,219		3,322
Mortgage-backed securities		0		0		54,105		8,202		54,105		8,202
Obligations of states and political subdivisions		2,464		35		56,418		5,547		58,882		5,582
Corporate debt securities		0		0		2,129		84		2,129		84
Total	$	2,464	$	35	$	141,830	$	17,294	$	144,294	$	17,329


December 31, 2024	Less Than 12 Months				12 Months or More				Total
(In Thousands)	Fair		Unrealized		Fair		Unrealized		Fair		Unrealized
	Value		Losses		Value		Losses		Value		Losses
Obligations of the U.S. Treasury	$	0	$	0	$	1,902	$	221	$	1,902	$	221
Obligations of U.S. Government agencies		0		0		28,710		4,737		28,710		4,737
Mortgage-backed securities		1,088		26		56,477		11,331		57,565		11,357
Obligations of states and political subdivisions		5,255		163		55,594		7,145		60,849		7,308
Corporate debt securities		0		0		5,527		188		5,527		188
Total	$	6,343	$	189	$	148,210	$	23,622	$	154,553	$	23,811

Obligations of U.S. Treasury

Obligations of U.S. Treasuries consist of medium and long-term notes issued by the U.S. Treasury. These securities have interest rates that are largely fixed-rate, have varying mid- to long-term maturity dates and have contractual cash flows guaranteed by the U.S. Government.

At September 30, 2025, one U.S. Treasury security had an unrealized loss, and this security was in a continuous loss position for twelve months or more. This unrealized loss relates principally to changes in interest rates subsequent to the acquisition of this specific security.

Obligations of U.S. Government Agencies

Obligations of U.S. government agencies consist of medium and long-term notes issued by Federal Home Loan Mortgage Corporation (FHLMC), Federal National Mortgage Association (FNMA), and Federal Home Loan Bank (FHLB). These securities have interest rates that are largely fixed-rate, have varying mid- to long-term maturity dates and have contractual cash flows guaranteed by the U.S. Government or agencies of the U.S. Government.

At September 30, 2025, twenty-four U.S. government agency and sponsored agency securities had unrealized losses, and these securities had been in a continuous loss position for twelve months or more. These unrealized losses relate principally to changes in interest rates subsequent to the acquisition of the specific securities.

Mortgage-Backed Securities

Mortgage-backed securities consist of medium and long-term pools of securitized residential mortgages issued by FHLMC, FNMA, and Government National Mortgage Association (GNMA). These securities have interest rates that are largely fixed-rate, have varying mid- to long-term maturity dates and have contractual cash flows guaranteed by the U.S. Government or agencies of the U.S. Government.

At September 30, 2025, forty-seven mortgage-backed securities had unrealized losses, and these securities had been in a continuous loss position for twelve months or more. These unrealized losses relate principally to changes in interest rates subsequent to the acquisition of the specific securities.

Obligations of State and Political Subdivisions

The municipal securities are bank qualified general obligation or revenue-based bonds; rated as investment grade by various credit rating agencies and have fixed rates of interest with mid- to long-term maturities. Fair values of these securities are highly driven by interest rates. Management performs ongoing credit quality reviews on these issues.

At September 30, 2025, one hundred forty-four state and political subdivision securities had unrealized losses, and one hundred thirty-nine of the securities had been in a continuous loss position for twelve months or more. These unrealized losses relate principally to changes in interest rates subsequent to the acquisition of the specific securities.

Corporate Debt Securities

Corporate debt securities consist of debt securities issued by U.S. corporations. These securities have interest rates that are largely fixed-rate and have short- and medium-term maturity dates. The majority of the corporate issuers are rated investment grade by crediting rating agencies and those issuers that are rated below investment grade have received some type of government support to bolster their creditworthiness. Management performs ongoing credit quality reviews on these issues.

At September 30, 2025, six corporate debt securities had unrealized losses, and these securities had been in a continuous loss position for twelve months or more. These unrealized losses relate principally to changes in interest rates subsequent to the acquisition of the specific securities.

The Corporation recognized no credit losses during 2025 and 2024.

3. LOANS AND ALLOWANCE FOR CREDIT LOSSES

The composition of the Corporation’s loan portfolio at September 30, 2025 and December 31, 2024 is as follows:


	September 30,		December 31,
	2025		2024
Commercial real estate	$	130,680	$	130,877
Commercial real estate - construction		21,854		13,415
Commercial and industrial		20,690		22,400
Acquisition, construction & development		215		215
Agricultural		46,622		48,623
Residential mortgage		133,977		128,407
Home equity		33,585		35,193
Consumer - other		4,605		5,845
Obligation of state & political subdivisions		7,831		7,588
Total		400,059		392,563
Less: allowance for credit losses on loans		(3,208)		(3,437)
Loans, net	$	396,851	$	389,126

The following tables summarize the activity in the allowance for credit losses by loan class for the nine months ended September 30, 2025 and 2024 and information in regards to the allowance of credit losses and the recorded investment in loans receivable by loan class of September 30, 2025 and 2024 (in thousands):


											Ending		Ending
											Balance:		Balance:
Allowance for Credit Losses	Beginning						Provision		Ending		Individually		Collectively
Nine Months Ended September 30, 2025	Balance		Charge-offs		Recoveries		(Reduction)		Balance		Evaluated		Evaluated
Commercial real estate	$	2,610	$	0	$	0	$	(54)	$	2,556	$	0	$	2,556
Commercial real estate construction		0		(2,100)		0		2,100		0		0		0
Commercial and industrial		117		(27)		0		(30)		60		0		60
Acquisition, construction & development		215		0		0		0		215		215		0
Agricultural		150		0		0		(38)		112		0		112
Residential mortgage		83		0		0		1		84		17		67
Home equity		14		0		0		(6)		8		0		8
Consumer - Other		157		(73)		17		(15)		86		35		51
Obligations of state & political subdivisions		0		0		0		0		0		0		0
Unallocated		91		0		0		(4)		87		0		87
Totals	$	3,437	$	(2,200)	$	17	$	1,954	$	3,208	$	267	$	2,941



			Ending Balance:		Ending Balance:
	Ending		Individually		Collectively
September 30, 2025	Balance		Evaluated		Evaluated
Commercial real estate	$	130,680	$	507	$	130,173
Commercial real estate construction		21,854		400		21,454
Commercial and industrial		20,690		30		20,660
Acquisition, construction & development		215		215		0
Agricultural		46,622		519		46,103
Residential mortgage		133,977		454		133,523
Home equity		33,585		195		33,390
Consumer - Other		4,605		146		4,459
Obligations of state & political subdivisions		7,831		0		7,831
Total	$	400,059	$	2,466	$	397,593

As reflected in the table above, in the nine-month period ended September 30, 2025, the Corporation recorded a partial charge-off of $2,100,000 on a commercial construction loan. At September 30, 2025, the amortized cost balance of this loan, net of the partial charge-off was $400,000. This loan was in nonaccrual status at September 30, 2025.


											Ending		Ending
											Balance:		Balance:
Allowance for Credit Losses	Beginning						Provision		Ending		Individually		Collectively
Nine Months Ended September 30, 2024	Balance		Charge-offs		Recoveries		(Reduction)		Balance		Evaluated		Evaluated
Commercial real estate	$	2,518	$	0	$	0	$	203	$	2,721	$	0	$	2,721
Commercial real estate construction		0		0		0		0		0		0		0
Commercial and industrial		89		0		0		15		104		31		73
Acquisition, construction & development		215		0		0		0		215		215		0
Agricultural		151		0		0		(4)		147		0		147
Residential mortgage		70		0		0		10		80		0		80
Home equity		94		0		0		(80)		14		1		13
Consumer - Other		131		(35)		4		(50)		50		49		1
Obligations of state & political subdivisions		0		0		0		0		0		0		0
Unallocated		0		0		0		0		0		0		0
Totals	$	3,268	$	(35)	$	4	$	94	$	3,331	$	296	$	3,035


			Ending Balance:		Ending Balance:
	Ending		Individually		Collectively
September 30, 2024	Balance		Evaluated		Evaluated
Commercial real estate	$	128,645	$	0	$	128,645
Commercial real estate construction		13,582		0		13,582
Commercial and industrial		24,036		129		23,907
Acquisition, construction & development		215		215		0
Agricultural		47,545		867		46,678
Residential mortgage		123,978		94		123,884
Home equity		35,329		239		35,090
Consumer - Other		5,777		209		5,568
Obligations of state & political subdivisions		8,457		0		8,457
Total	$	387,564	$	1,753	$	385,811

3. LOANS AND ALLOWANCE FOR CREDIT LOSSES (continued)

Collateral-Dependent Loans

The following tables presents the amortized cost basis of collateral-dependent loans (in thousands) as of September 30, 2025 and December 31, 2024. Changes in the fair value of the collateral for individually evaluated loans as reported a provision for credit losses or a reversal of provision for credit losses in the period of change.



	Type of Collateral
September 30, 2025	Business Assets		Real Estate
Commercial real estate	$	0	$	507
Commercial real estate construction		0		400
Commercial and industrial		30		0
Acquisition, construction & development		0		0
Agricultural		0		519
Residential mortgage		0		453
Home equity		0		196
Consumer - Other		0		0
Obligations of state & political subdivisions		0		0
Total	$	30	$	2,075


	Type of Collateral
December 31, 2024	Business Assets		Real Estate
Commercial real estate	$	0	$	0
Commercial real estate construction		0		0
Commercial and industrial		115		0
Acquisition, construction & development		0		0
Agricultural		0		867
Residential mortgage		0		90
Home equity		0		273
Consumer - Other		0		0
Obligations of state & political subdivisions		0		0
Total	$	115	$	1,230

3. LOANS AND ALLOWANCE FOR CREDIT LOSSES (continued)

Credit Quality Indicators

Based on the most recent analysis performed, the following table presents recorded investment in homogenous loans by internal risk rating system as of September 30, 2025 (in thousands):


											Revolving Loans
											Amortized
	2025		2024		2023		2022		Prior		Cost Basis		Total
Commercial real estate
Pass	$	14,379	$	21,999	$	35,724	$	14,963	$	34,922	$	3,294	$	125,281
Special Mention		0		0		2,437		396		0		578		3,411
Substandard		0		0		369		520		901		198		1,988
Total	$	14,379	$	21,999	$	38,530	$	15,879	$	35,823	$	4,070	$	130,680
Current Period gross charge-off	$	0	$	0	$	0	$	0	$	0	$	0	$	0
Commercial real estate - construction
Pass	$	5,145	$	4,822	$	229	$	24	$	821	$	10,413	$	21,454
Special Mention		0		0		0		0		0		0		0
Substandard		0		0		0		400		0		0		400
Total	$	5,145	$	4,822	$	229	$	424	$	821	$	10,413	$	21,854
Current Period gross charge-off	$	0	$	0	$	0	$	2,100	$	0	$	0	$	2,100
Commercial and industrial
Pass	$	3,338	$	3,121	$	1,748	$	959	$	8,055	$	1,725	$	18,946
Special Mention		0		0		0		44		0		1,377		1,421
Substandard		0		0		0		0		112		211		323
Total	$	3,338	$	3,121	$	1,748	$	1,003	$	8,167	$	3,313	$	20,690
Current Period gross charge-off	$	0	$	0	$	0	$	0	$	0	$	27	$	27
Acquisition, construction & development
Pass	$	0	$	0	$	0	$	0	$	0	$	0	$	0
Special Mention		0		0		0		0		0		0		0
Substandard		0		0		0		0		215		0		215
Total	$	0	$	0	$	0	$	0	$	215	$	0	$	215
Current Period gross charge-off	$	0	$	0	$	0	$	0	$	0	$	0	$	0
Agricultural
Pass	$	3,976	$	3,381	$	2,730	$	2,988	$	27,413	$	1,575	$	42,063
Special Mention		0		435		0		0		2,194		24		2,653
Substandard		0		0		0		0		1,906		0		1,906
Total	$	3,976	$	3,816	$	2,730	$	2,988	$	31,513	$	1,599	$	46,622
Current Period gross charge-off	$	0	$	0	$	0	$	0	$	0	$	0	$	0
Residential Mortgage
Pass	$	15,996	$	18,613	$	28,618	$	26,860	$	41,351	$	0	$	131,438
Special Mention		0		0		0		0		277		0		277
Substandard		0		0		226		0		2,036		0		2,262
Total	$	15,996	$	18,613	$	28,844	$	26,860	$	43,664	$	0	$	133,977
Current Period gross charge-off	$	0	$	0	$	0	$	0	$	0	$	0	$	0
Home equity
Pass	$	552	$	878	$	1,048	$	74	$	64	$	30,774	$	33,390
Special Mention		0		0		0		0		0		0		0
Substandard		0		0		0		0		0		195		195
Total	$	552	$	878	$	1,048	$	74	$	64	$	30,969	$	33,585
Current Period gross charge-off	$	0	$	0	$	0	$	0	$	0	$	0	$	0

3. LOANS AND ALLOWANCE FOR CREDIT LOSSES (continued)


											Amortized
	2025		2024		2023		2022		Prior		Cost Basis		Total
Consumer - Other
Pass	$	54	$	90	$	119	$	99	$	1,857	$	2,240	$	4,459
Special Mention		0		0		0		0		0		0		0
Substandard		0		2		6		0		124		14		146
Total	$	54	$	92	$	125	$	99	$	1,981	$	2,254	$	4,605
Current Period gross charge-off	$	0	$	0	$	10	$	5	$	49	$	9	$	73
Obligations of state & political subdivisions
Pass	$	899	$	0	$	0	$	0	$	6,932	$	0	$	7,831
Special Mention		0		0		0		0		0		0		0
Substandard		0		0		0		0		0		0		0
Total	$	899	$	0	$	0	$	0	$	6,932	$	0	$	7,831
Current Period gross charge-off	$	0	$	0	$	0	$	0	$	0	$	0	$	0
Totals	$	44,339	$	53,341	$	73,254	$	47,327	$	129,180	$	52,618	$	400,059
Current period gross charge-off totals	$	0	$	0	$	10	$	2,105	$	49	$	36	$	2,200

3. LOANS AND ALLOWANCE FOR CREDIT LOSSES (continued)

Credit Quality Indicators

Based on the most recent analysis performed, the following table presents recorded investment in homogenous loans by internal risk rating system as of December 31, 2024 (in thousands):


											Revolving Loans
											Amortized
	2024		2023		2022		2021		Prior		Cost Basis		Total
Commercial real estate
Pass	$	22,491	$	34,602	$	16,296	$	16,258	$	32,393	$	3,527	$	125,567
Special Mention		0		2,492		0		0		0		1,680		4,172
Substandard		0		0		0		457		520		161		1,138
Total	$	22,491	$	37,094	$	16,296	$	16,715	$	32,913	$	5,368	$	130,877
Current Period gross charge-off	$	0	$	0	$	0	$	0	$	0	$	0	$	0
Commercial real estate - construction
Pass	$	4,438	$	235	$	204	$	280	$	1,186	$	7,072	$	13,415
Special Mention		0		0		0		0		0		0		0
Substandard		0		0		0		0		0		0		0
Total	$	4,438	$	235	$	204	$	280	$	1,186	$	7,072	$	13,415
Current Period gross charge-off	$	0	$	0	$	0	$	0	$	0	$	0	$	0
Commercial and industrial
Pass	$	4,113	$	2,690	$	1,883	$	7,497	$	2,194	$	1,537	$	19,914
Special Mention		0		0		19		0		0		2,050		2,069
Substandard		0		0		34		146		0		237		417
Total	$	4,113	$	2,690	$	1,936	$	7,643	$	2,194	$	3,824	$	22,400
Current Period gross charge-off	$	0	$	0	$	0	$	0	$	0	$	0	$	0
Acquisition, construction & development
Pass	$	0	$	0	$	0	$	0	$	0	$	0	$	0
Special Mention		0		0		0		0		0		0		0
Substandard		0		0		0		0		215		0		215
Total	$	0	$	0	$	0	$	0	$	215	$	0	$	215
Current Period gross charge-off	$	0	$	0	$	0	$	0	$	0	$	0	$	0
Agricultural
Pass	$	3,570	$	3,140	$	3,467	$	12,078	$	19,322	$	1,667	$	43,244
Special Mention		442		0		0		353		1,931		49		2,775
Substandard		0		0		0		1,412		1,168		24		2,604
Total	$	4,012	$	3,140	$	3,467	$	13,843	$	22,421	$	1,740	$	48,623
Current Period gross charge-off	$	0	$	0	$	0	$	0	$	0	$	0	$	0
Residential Mortgage
Pass	$	19,305	$	29,303	$	27,539	$	12,625	$	34,417	$	0	$	123,189
Special Mention		0		0		0		133		209		0		342
Substandard		0		0		2,916		1,870		90		0		4,876
Total	$	19,305	$	29,303	$	30,455	$	14,628	$	34,716	$	0	$	128,407
Current Period gross charge-off	$	0	$	0	$	0	$	0	$	0	$	0	$	0
Home equity
Pass	$	939	$	1,112	$	80	$	0	$	44	$	32,587	$	34,762
Special Mention		0		0		0		0		0		158		158
Substandard		0		0		0		0		0		273		273
Total	$	939	$	1,112	$	80	$	—	$	44	$	33,018	$	35,193
Current Period gross charge-off	$	0	$	0	$	0	$	0	$	0	$	0	$	0

3. LOANS AND ALLOWANCE FOR CREDIT LOSSES (continued)


											Revolving Loans
											Amortized
	2024		2023		2022		2021		Prior		Cost Basis		Total
Consumer - Other
Pass	$	124	$	162	$	176	$	115	$	2,863	$	2,209	$	5,649
Special Mention		0		0		0		0		0		0		0
Substandard		5		20		1		18		119		33		196
Total	$	129	$	182	$	177	$	133	$	2,982	$	2,242	$	5,845
Current Period gross charge-off	$	7	$	0	$	0	$	0	$	13	$	52	$	72
Obligations of state & political subdivisions
Pass	$	0	$	0	$	0	$	0	$	7,588	$	0	$	7,588
Special Mention		0		0		0		0		0		0		0
Substandard		0		0		0		0		0		0		0
Total	$	0	$	0	$	0	$	0	$	7,588	$	0	$	7,588
Current Period gross charge-off	$	0	$	0	$	0	$	0	$	0	$	0	$	0
Totals	$	55,427	$	73,756	$	52,615	$	53,242	$	104,259	$	53,264	$	392,563
Current period gross charge-off totals	$	7	$	0	$	0	$	0	$	13	$	52	$	72

3. LOANS AND ALLOWANCE FOR CREDIT LOSSES (continued)

Nonperforming loans

The following tables present the amortized cost basis of loans by loan portfolio class on nonaccrual status and loans past due over 90 days still accruing interest (in thousands):


							Loans Past
							Due Over 90
	Nonaccrual		Nonaccrual		Total		Days Still		Total
September 30, 2025	with no ACL		with ACL		Nonaccrual		Accruing		Nonperforming
Commercial real estate	$	507	$	0	$	507	$	0	$	507
Commercial real estate construction		400		0		400		0		400
Commercial and industrial		30		0		30		0		30
Agricultural		519		0		519		0		519
Residential mortgage		147		307		454		0		454
Home equity		195		0		195		0		195
Consumer - Other		80		66		146		0		146
Total	$	1,878	$	373	$	2,251	$	0	$	2,251


							Loans Past
							Due Over 90
	Nonaccrual		Nonaccrual			Total	Days Still		Total
December 31, 2024	with no ACL		with ACL			Nonaccrual	Accruing		Nonperforming
Commercial and industrial	$	73	$	42	$	115	$	0	$	115
Agricultural		867		0		867		0		867
Residential mortgage		90		0		90		0		90
Home equity		223		50		273		0		273
Consumer - Other		29		164		193		0		193
Total	$	1,282	$	256	$	1,538	$	0	$	1,538

3. LOANS AND ALLOWANCE FOR CREDIT LOSSES (continued)

The performance and credit quality of the loan portfolio is also monitored by analyzing the age of the loans receivable as determined by the length of time a recorded payment is past due. The following tables present the classes of the loan portfolio summarized by the past due status as of September 30, 2025 and December 31, 2024 ( in thousands):


					Greater
	30-59 Days		60-89 Days		than 90		Total Past		Current		Total Loans
As of September 30, 2025	Past Due		Past Due		Days		Due		Loans		Receivable
Commercial real estate	$	454	$	967	$	0	$	1,421	$	129,259	$	130,680
Commercial real estate construction		0		0		400		400		21,454		21,854
Commercial and industrial		243		129		0		372		20,318		20,690
Acquisition, construction & development		0		0		0		0		215		215
Agricultural		2,056		1,483		454		3,993		42,629		46,622
Residential mortgage		1,428		266		85		1,779		132,198		133,977
Home equity		401		19		27		447		33,138		33,585
Consumer - Other		76		44		63		183		4,422		4,605
Obligations of state & political subdivisions		0		0		0		0		7,831		7,831
Total	$	4,658	$	2,908	$	1,029	$	8,595	$	391,464	$	400,059


					Greater
	30-59 Days		60-89 Days		than 90		Total Past		Current		Total Loans
As of December 31, 2024	Past Due		Past Due		Days		Due		Loans		Receivable
Commercial real estate	$	35	$	538	$	0	$	573	$	130,304	$	130,877
Commercial real estate construction		0		0		0		0		13,415		13,415
Commercial and industrial		324		0		0		324		22,076		22,400
Acquisition, construction & development		0		0		0		0		215		215
Agricultural		380		474		866		1,720		46,903		48,623
Residential mortgage		961		106		0		1,067		127,340		128,407
Home equity		17		58		149		224		34,969		35,193
Consumer - Other		103		58		66		227		5,618		5,845
Obligations of state & political subdivisions		0		0		0		0		7,588		7,588
Total	$	1,820	$	1,234	$	1,081	$	4,135	$	388,428	$	392,563

Borrowers Having Financial Difficulty

Consistent with accounting and regulator guidance, the Corporation recognizes when a borrower is having financial difficulty and determines if certain modifications are necessary. The Corporation may, for economic or legal reasons related to a borrower’s financial difficulties, grant a concession to the borrower that would not normally be considered. Regardless of the form of concession granted, the Corporation’s objective in offering a modification is to increase the probability of repayment of the borrower’s loan. There were no modifications to borrowers experiencing financial difficulties during the nine months ended September 30, 2025 or the year ended December 31, 2024.

Foreclosed Assets Held for Sale

At September 30, 2025, there were no consumer mortgage loans and at December 31, 2024, there were five consumer mortgage loans totaling $339,000, respectively, in the process of foreclosure.

Loans Held For Sale

Included in residential loans are $1,031,000 at September 30, 2025 and $105,000 at December 31, 2024 of loans held for sale.

4. DEPOSITS

Major classifications of deposits at September 30, 2025 and December 31, 2024 consisted of:


(In Thousands)	2025		2024
Demand Deposits	$	30,360	$	27,624
Interest-bearing demand deposits		149,945		142,890
Savings & Money Markets		198,909		212,567
Time deposits		121,823		104,916
Total	$	501,037	$	487,997

Time deposits that meet or exceed the FDIC insurance limit of $250,000 at September 30, 2025 and December 31, 2024 were $21,315,000 and $18,718,000, respectively.

At September 30, 2025, the scheduled maturities of time deposits are as follows:


(In Thousands)
2025	$	38,652
2026		76,623
2027		2,872
2028		1,743
2029		1,417
2030		516
Total	$	121,823

5. OTHER BORROWINGS

Other borrowings are summarized as follows:


(In Thousands)	September 30,		December 31,
	2025		2024
Federal Home Loan Bank of Pittsburgh ("FHLB"): Line of Credit (1)	$	0	$	60,200
Fixed-rate at 4.533%, maturing 10/01/2025		45,800		0
Atlantic Community Bankers Bank ("ACBB"): Line of Credit (2)		0		2,000
Total	$	45,800	$	62,200

The borrowings with the FHLB are secured by the Corporation's FHLB stock, U.S. government agency and mortgage-backed securities, and first mortgage loans under a collateral pledge and security agreement. The borrowings with the ACBB were secured by Susquehanna Community Bank stock.

(1) The Corporation had an open-ended $96,500,000 line of credit at a variable interest rate. Related information for this short-term borrowing during the nine-months ended September 30, 2025 and 2024 is summarized as follows (in thousands):


	2025			2024
Average balance outstanding during the period	$	47,921		$	60,673
Maximum amount outstanding at any month end		76,500			67,000
Weighted average interest rate at period end		N/A			5.18	%
Average interest rate during the period		4.75	%		5.66	%

(2) The Corporation had an open-ended $2,000,000 line of credit at a variable interest rate. Related information for the nine months ended September 30, 2025 and 2024 is as follows (in thousands):


	2025			2024
Average balance outstanding during the period	$	2,000		$	1,697
Maximum amount outstanding at any month end		2,000			2,000
Weighted average interest rate at period end		N/A			9.00	%
Average interest rate during the period		7.99	%		9.00	%

The line of credit with ACBB was terminated, effective September 30, 2025.

6. FAIR VALUE MEASUREMENTS AND FAIR VALUE OF FINANCIAL INSTRUMENTS

The Corporation measures certain assets at fair value on a recurring basis. Fair value is defined as the price that would be received to sell an asset in an orderly transaction between market participants at the measurement date.

GAAP establishes a framework for measuring fair value that includes a hierarchy used to classify the inputs used in measuring fair value. The hierarchy prioritizes the inputs used in determining valuations into three levels. The level in the fair value hierarchy within which the fair value measurement falls is determined based on the lowest level input that is significant to the fair value measurement. The levels of the fair value hierarchy are as follows:

Level 1 - Fair value is based on unadjusted quoted prices in active markets that are accessible to the Corporation for identical assets. These generally provide the most reliable evidence and are used to measure fair value whenever available.

Level 2 - Fair value is based on significant inputs, other than Level 1 inputs, that are observable either directly or indirectly for substantially the full term of the asset through corroboration with observable market data. Level 2 inputs include quoted market prices in active markets for similar assets, quoted market prices in markets that are not active for identical or similar assets and other observable inputs.

Level 3 - Fair value is based on significant unobservable inputs. Examples of valuation methodologies that would result in level 3 classification included option pricing models, discounted cash flows and other similar techniques.

Assets measured at fair value on a recurring basis and the valuation methods used at September 30, 2025 and December 31, 2024 are as follows:


	September 30, 2025
	Quoted Prices		Other Observable		Unobservable
	in Active Markets		Inputs		Inputs		Total
(In Thousands)	(Level 1)		(Level 2)		(Level 3)		Fair Value
AVAILABLE-FOR-SALE DEBT SECURITIES:
U.S. Treasury Securities	$	1,959	$	0	$	0	$	1,959
U.S. Government agency and sponsored agency securities		0		27,219		0		27,219
Mortgage-backed securities		0		55,214		0		55,214
Obligations of states and political subdivisions		0		60,727		0		60,727
Corporate debt securities		0		3,124		0		3,124
Total available-for-sale debt securities	$	1,959	$	146,284	$	0	$	148,243
Marketable equity securities	$	37	$	0	$	0	$	37

6. FAIR VALUE MEASUREMENTS AND FAIR VALUE OF FINANCIAL INSTRUMENTS (CONTINUED)


	December 31, 2024
	Quoted Prices		Other Observable		Unobservable
	in Active Markets		Inputs		Inputs		Total
(In Thousands)	(Level 1)		(Level 2)		(Level 3)		Fair Value
AVAILABLE-FOR-SALE DEBT SECURITIES:
U.S. Treasury Securities	$	1,902	$	0	$	0	$	1,902
U.S. Government agency and sponsored agency securities		0		28,710		0		28,710
Mortgage-backed securities		0		57,565		0		57,565
Obligations of states and political subdivisions		0		60,849		0		60,849
Corporate debt securities		0		6,032		0		6,032
Total available-for-sale debt securities	$	1,902	$	153,156	$	0	$	155,058
Marketable equity securities	$	915	$	0	$	0	$	915

The Corporation made no transfers between levels in 2025 or 2024.

Assets measured at fair value on a nonrecurring basis and the valuation methods used at September 30, 2025 and December 31, 2024 are as follows (in thousands):



	Quoted Prices		Other Observable		Unobservable
	in Active Markets		Inputs		Inputs		Total
September 30, 2025	(Level 1)		(Level 2)		(Level 3)		Fair Value
Collateral-dependent loans	$	0	$	0	$	721	$	721
Other real estate owned	$	0	$	0	$	50	$	50

Quoted Prices

Other Observable

Unobservable

in Active Markets

Inputs

Total

December 31, 2024

(Level 1)

(Level 2)

(Level 3)

Fair Value

Collateral-dependent loans

138

The following table presents additional quantitative information about assets measured at fair value on a nonrecurring basis and for which the Corporation has utilized Level 3 inputs to determine fair value (in thousands):



	Fair Value		Valuation	Unobservable	Range
September 30, 2025	Estimates		Technique	Input	(Weighted Average)
Collateral dependent loans	$	721	Appraisal of Collateral (1)	Appraisal Adjustments (2)		0% -100%
				Liquidation Expenses (2)		0% -35%
Other real estate owned		50	Appraisal of Collateral (1)	Appraisal Adjustments (2)		28%
				Liquidation Expenses (2)		7%


	Fair Value		Valuation	Unobservable	Range
December 31, 2024	Estimates		Technique	Input	(Weighted Average)
Collateral dependent loans	$	138	Appraisal of Collateral (1)	Appraisal Adjustments (2)		0% -100%
				Liquidation Expenses (2)		0% -35%

(1) Fair value is generally determined through independent appraisals of the underlying collateral, which generally include various Level 3 inputs which are not observable.

(2) Appraisals may be adjusted for qualitative factors such as economic conditions and estimated liquidation expenses. The range of liquidation expenses and other appraisal adjustments are presented as a percentage of the appraisal.

6. FAIR VALUE MEASUREMENTS AND FAIR VALUE OF FINANCIAL INSTRUMENTS (CONTINUED)

GAAP requires disclosure of fair value information about financial instruments. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. In that regard, the derived fair value estimates cannot be substantiated by comparison to independent markets and, in many cases, could not be realized in immediate settlement of the instruments. GAAP excludes certain financial instruments and all nonfinancial instruments from its disclosure requirements. Accordingly, the aggregate fair value amounts presented are not intended to and do not represent the underlying value of the Corporation.

The estimated fair values of the Corporation's financial instruments not carried at fair value are as follows at September 30, 2025 and December 31, 2024 (in thousands):


	Valuation	September 30, 2025				December 31, 2024
	Method (s)	Carrying		Fair		Carrying		Fair
	Used	Amount		Value		Amount		Value
Financial assets:
Cash and due from banks	Level 1	$	6,080	$	6,080	$	5,549	$	5,549
Restricted investments in bank stock	Level 2		7,275		7,275		6,210		6,210
Loans, net	Level 3		396,851		388,997		389,126		369,958
Accrued interest receivable	Level 2		3,028		3,028		2,742		2,742
Mortgage servicing rights (included in Other Assets)	Level 3		504		952		538		972

Financial liabilities:
Deposits	Level 2		501,037		433,321		487,997		418,542
Other borrowings	Level 2		45,800		45,800		62,200		62,200
Accrued interest payable	Level 2		1,537		1,537		1,035		1,035

7. ACCUMULATED OTHER COMPREHENSIVE LOSS

The following table presents the changes in accumulated other comprehensive loss by component net of tax for the nine months ended September 30, 2025 and 2024:


(Dollars in thousands)


	Pretax		Tax Effect		After-tax
Nine Months Ended September 30, 2025
Balance, beginning of period	$	(23,807)	$	4,999	$	(18,808)
Unrealized holding gain on available-for-sale securities arising during the period		6,501		(1,365)		5,136
Total other comprehensive income		6,501		(1,365)		5,136
Balance, end of period	$	(17,306)	$	3,634	$	(13,672)

Nine Months Ended September 30, 2024
Balance, beginning of period	$	(21,670)	$	4,551	$	(17,119)
Unrealized holding gain on available-for-sale securities arising during the period		4,091		(859)		3,232
Total other comprehensive income		4,091		(859)		3,232
Balance, end of period	$	(17,579)	$	3,692	$	(13,887)

8. DERIVATIVE FINANCIAL INSTRUMENT

At December 31, 2024, the Corporation was a party to an interest rate swap agreement with a third party. The interest rate swap agreement was part of a fair value hedge of a closed pool of the Corporation’s fixed-rate securities. The notional amount of the interest rate swap was $50,000,000 at December 31, 2024.

In the nine-month period ended September 30, 2025, the interest rate swap was terminated, resulting in a loss of $205,000 that is included in other income in the unaudited Consolidated Statement of Income.

At September 30, 2025, the Corporation was not a party to any derivative financial instruments.

9. BUSINESS COMBINATION – MERGER WITH CITIZENS & NORTHERN CORPORATION

On April 23, 2025, Citizens & Northern Corporation (“C&N”) and Susquehanna Community Financial, Inc. announced the signing of an Agreement and Plan of Merger. Effective October 1, 2025, the merger was completed. Under the terms of the Agreement and Plan of Merger, Susquehanna Community Financial, Inc. merged with and into C&N, with C&N remaining as the surviving entity and Susquehanna Community Bank merged with and into Citizens & Northern Bank (C&N’s wholly-owned banking subsidiary) with Citizens & Northern Bank as the surviving entity.

At the effective time of the merger, Susquehanna Community Financial, Inc.’s shareholders became entitled to exchange each share of Susquehanna common stock owned for 0.80 shares of C&N common stock.

In the nine months ended September 30, 2025, the Corporation incurred pre-tax merger-related expenses of $1,460,000, including investment banking, legal and other professional expenses and compensation-related expense.

Exhibit 99.3

UNAUDITED PRO FORMA COMBINED CONDENSED CONSOLIDATED FINANCIAL DATA

(In thousands of dollars, except per share data)

On April 23, 2025, Citizens & Northern Corporation (“C&N”) and Susquehanna Community Financial, Inc. (“Susquehanna”) announced the signing of an Agreement and Plan of Merger. Effective October 1, 2025, the merger was completed. Under the terms of the Agreement and Plan of Merger, Susquehanna merged with and into C&N, with C&N remaining as the surviving entity and Susquehanna Community Bank (Susquehanna’s wholly-owned subsidiary) merged with and into Citizens & Northern Bank (C&N’s wholly-owned banking subsidiary) with Citizens & Northern Bank as the surviving entity.

The unaudited pro forma combined condensed consolidated financial information has been prepared using the acquisition method of accounting, giving effect to the merger. The unaudited pro forma combined condensed consolidated balance sheet combines the historical information of C&N and Susquehanna as of September 30, 2025, and assumes the merger was completed on that date. The unaudited pro forma combined condensed consolidated income statement combines the historical financial information of C&N and Susquehanna and gives effect to the merger as if it had been completed as of January 1, 2024 and carried forward through December 31, 2024 and the nine months ended September 30, 2025. The unaudited pro forma combined condensed consolidated financial information is presented for illustrative purposes only and is not necessarily indicative of the results of operations or financial condition had the merger been completed on the date described above, nor is it necessarily indicative of the results of operations in future periods or the future financial condition and results of operations of the combined entities. The financial information should be read in conjunction with the accompanying notes to the unaudited pro forma combined condensed consolidated financial information. Certain reclassifications have been made to Susquehanna historical financial information to conform to C&N’s presentation of financial information.

The value of C&N’s common stock recorded as consideration in the merger is based on the average of the high and low trading price of C&N’s common stock on October 1, 2025, which is the merger completion date. For purposes of the pro forma financial information, the fair value of C&N’s common stock issued in connection with the merger was $19.64 per share.

The pro forma financial information includes estimated adjustments, including adjustments to record Susquehanna’s assets and liabilities at their respective fair values. The pro forma adjustments are subject to change based on additional information as it becomes available. The final allocation of the purchase price will be determined after the merger is completed and after a more thorough analysis to determine the fair value of Susquehanna’s assets and liabilities has been completed. Changes in the estimated fair values of the net assets as compared with the information presented in the unaudited pro forma combined condensed consolidated financial information may change the amount of the purchase price allocated to goodwill and other assets and liabilities and may impact C&N’s statement of income due to adjustments in amortization of the adjusted assets and liabilities. Also, any changes in Susquehanna’s stockholders’ equity will change the purchase price allocation, which may result in an adjustment to the amount of goodwill recorded. The final adjustments may vary materially from the adjustments reflected in the unaudited pro forma financial information herein.

In November 2025, the FASB issued Accounting Standards Update 2025-08, Financial Instruments – Credit Losses (Topic 326). ASU 2025-08 expands the use of the gross up method to certain acquired loans beyond purchased financial assets with credit deterioration. The ASU applies the gross-up method to acquired non-PCD assets that are purchased seasoned loans ultimately eliminating the Day 1 credit loss expense and reducing interest income recognized in subsequent periods. The ASU is effective for interim and annual reporting periods in fiscal years beginning after December 15, 2026 and is applied on a prospective basis. Early adoption is permitted, and C&N’s management expects to adopt the ASU in accounting for this business combination in the fourth quarter of 2025. If the ASU is adopted early, the impact would be to remove the Day 1 provision for credit losses of $4.1 million and instead gross up loans and the allowance for credit losses, and reduce goodwill, recorded in the acquisition.

C&N’s management expects the merger will provide the combined company with financial benefits that include reduced operating expenses. The unaudited pro forma combined condensed consolidated financial information, while helpful in illustrating the financial characteristics of the combined company under one set of assumptions, does not reflect the benefits of expected cost savings or opportunities to earn additional revenue, and accordingly does not attempt to predict or suggest future results. Also, the unaudited pro forma combined condensed consolidated statements of income presented herein does not necessarily reflect what the historical results of the combined company would have been had the companies been combined during this period.

The unaudited pro forma combined condensed consolidated financial information has been derived from and should be read in conjunction with the historical consolidated financial information and related notes, which are contained in C&N’s 10-Q for the three-month and nine-month periods ended September 30, 2025, Susquehanna’s audited financial statements for the year ended December 31, 2024 which were included in C&N’s Form S-4 filed on July 22, 2025, and Susquehanna’s unaudited financial statements for the nine-month period ended September 30, 2025 which appear elsewhere in this document.

Unaudited Pro Forma Combined Condensed Consolidated Balance Sheet

As of September 30, 2025


					Transaction
	C&N		Susquehanna		Accounting		Pro Forma		Note
(Dollars in Thousands)	Historical		Historical		Adjustments		Combined		Reference
ASSETS
Cash and due from banks	$	123,090	$	6,080	$	(2)	$	129,168	(1)
Available-for-sale debt securities		415,313		148,243		(627)		562,929	(2)

Loans receivable		1,945,107		400,059		(9,700)		2,335,466
Allowance for credit losses on loans		(23,474)		(3,208)		(4,492)		(31,174)
Loans, net		1,921,633		396,851		(14,192)		2,304,292	(3)

Bank-owned life insurance		52,614		7,953		0		60,567
Bank premises and equipment, net		21,055		10,163		(3,210)		28,008	(4)
Goodwill		52,505		0		11,500		64,005	(1)
Core deposit intangibles, net		1,762		0		10,222		11,984	(5)
Deferred tax asset, net		16,759		4,458		1,816		23,033	(6)
Other assets		59,302		13,634		(37)		72,899	(7)
TOTAL ASSETS	$	2,664,033	$	587,382	$	5,470	$	3,256,885

LIABILITIES
Deposits:
Noninterest-bearing	$	508,475	$	30,360	$	0	$	538,835
Interest-bearing		1,657,260		470,677		451		2,128,388	(8)
Total deposits		2,165,735		501,037		451		2,667,223
Borrowed funds		149,335		45,800		0		195,135
Subordinated debt, net		24,919		0		0		24,919
Other liabilities		30,085		4,158		5,281		39,524	(9)
TOTAL LIABILITIES		2,370,074		550,995		5,732		2,926,801

STOCKHOLDERS' EQUITY
Preferred stock		0		0		0		0
Common stock		16,030		3,375		(1,102)		18,303
Paid-in capital		143,352		455		41,713		185,520
Retained earnings		171,733		53,110		(61,379)		163,454
Accumulated other comprehensive loss		(26,026)		(13,672)		13,672		(26,026)
Treasury stock, at cost		(11,130)		(6,881)		6,844		(11,167)
TOTAL STOCKHOLDERS' EQUITY		293,959		36,387		(262)		330,084	(10)
TOTAL LIABILITIES & STOCKHOLDERS’ EQUITY	$	2,664,033	$	587,382	$	5,470	$	3,256,885

The accompanying notes are an integral part of these unaudited pro forma combined condensed consolidated financial statements.

Citizens & Northern Corporation

Unaudited Pro Forma Combined Condensed Consolidated Statement of Income

For the Year Ended December 31, 2024


					Transaction
	C&N		Susquehanna		Accounting		Pro Forma		Note
(In Thousands)	Historical		Historical		Adjustments		Combined		Reference
INTEREST INCOME
Interest and fees on loans	$	112,792	$	22,337	$	1,624	$	136,753	(3)
Income from available-for-sale debt securities		10,853		5,632		2,242		18,727	(2)
Other interest income		4,433		142		4,575
Total interest and dividend income		128,078		28,111		3,866		160,055
INTEREST EXPENSE
Interest on deposits		39,200		10,576		(451)		49,325	(8)
Interest on borrowed funds and senior and subordinated debt		9,763		3,596				13,359
Total interest expense		48,963		14,172		(451)		62,684
Net interest income		79,115		13,939		4,317		97,371
Provision for credit losses		2,195		225		4,100		6,520	(3)
Net interest income after provision for credit losses		76,920		13,714		217		90,851
NONINTEREST INCOME
Trust revenue		7,928		0				7,928
Brokerage and insurance revenue		2,271		374				2,645
Service charges on deposit accounts		5,867		487				6,354
Interchange revenue from debit card transactions		4,276		584				4,860
Net gains from sale of loans		1,158		339				1,497
Increase in cash surrender value of life insurance		1,830		182				2,012
Other noninterest income		5,879		1,025				6,904
Realized (losses) on available-for-sale debt securities, net		0		(150)				(150)
Total noninterest income		29,209		2,841		0		32,050
NONINTEREST EXPENSE
Salaries and employee benefits		44,930		8,197				53,127
Net occupancy and equipment expense		5,473		1,781		(103)		7,151	(4)
Data processing and telecommunications expense		7,768		1,370				9,138
Automated teller machine and interchange expense		1,818		348				2,166
Pennsylvania shares tax		1,733		271				2,004
Merger-related expenses		0		0		6,453		6,453	(11)
Other noninterest expense		12,536		2,118		2,960		17,614	(5)
Total noninterest expense		74,258		14,085		9,310		97,653
Income before income tax provision		31,871		2,470		(9,093)		25,248
Income tax provision		5,913		121		(1,953)		4,081	(12)
NET INCOME	$	25,958	$	2,349	$	(7,140)	$	21,167
EARNINGS PER COMMON SHARE - BASIC AND DILUTED	$	1.69	$	0.83			$	1.20	(13)

The accompanying notes are an integral part of these unaudited pro forma combined condensed consolidated financial statements.

Citizens & Northern Corporation

Unaudited Pro Forma Combined Condensed Consolidated Statement of Income

For the Nine Months Ended September 30, 2025


					Transaction
	C&N		Susquehanna		Accounting		Pro Forma		Note
(In Thousands)	Historical		Historical		Adjustments		Combined		Reference
INTEREST INCOME
Interest and fees on loans	$	86,423	$	18,337	$	1,161	$	105,921	(3)
Income from available-for-sale debt securities		8,741		3,415		1,682		13,838	(2)
Other interest income		2,649		100		2,749
Total interest and dividend income		97,813		21,852		2,843		122,508
INTEREST EXPENSE
Interest on deposits		28,332		7,641		0		35,973	(8)
Interest on borrowed funds and senior and subordinated debt		6,101		1,831		7,932
Total interest expense		34,433		9,472		0		43,905
Net interest income		63,380		12,380		2,843		78,603
Provision for credit losses		4,753		1,954		6,707
Net interest income after provision for credit losses		58,627		10,426		2,843		71,896
NONINTEREST INCOME
Trust revenue		6,125		0				6,125
Brokerage and insurance revenue		1,542		223				1,765
Service charges on deposit accounts		4,333		364				4,697
Interchange revenue from debit card transactions		3,391		437				3,828
Net gains from sale of loans		925		257				1,182
Increase in cash surrender value of life insurance		1,400		138				1,538
Other noninterest income		4,738		791				5,529
Realized (losses) on available-for-sale debt securities, net		0		(142)				(142)
Total noninterest income		22,454		2,068		0		24,522
NONINTEREST EXPENSE
Salaries and employee benefits		34,119		6,155				40,274
Net occupancy and equipment expense		4,198		1,463		(77)		5,584	(4)
Data processing and telecommunications expense		5,991		1,274				7,265
Automated teller machine and interchange expense		1,319		270				1,589
Pennsylvania shares tax		1,435		276				1,711
Merger-related expenses		1,049		1,460				2,509
Other noninterest expense		9,719		1,955		1,553		13,227	(5)
Total noninterest expense		57,830		12,853		1,476		72,159
Income (loss) before income tax provision		23,251		(359)		1,367		24,259
Income tax provision (credit)		4,290		(281)		301		4,310	(12)
NET INCOME (LOSS)	$	18,961	$	(78)	$	1,066	$	19,949
EARNINGS (LOSS) PER COMMON SHARE - BASIC AND DILUTED	$	1.22	$	(0.03)			$	1.12	(13)

The accompanying notes are an integral part of these unaudited pro forma combined condensed consolidated financial statements.

Notes to Unaudited Pro Forma Condensed Consolidated Balance Sheet

(1)

Under the terms of the merger agreement, Susquehanna has merged into C&N, with Susquehanna shareholders receiving 0.8 shares of C&N stock for each share of Susquehanna held along with cash in lieu of stock for any fractional shares. The unaudited pro forma combined condensed consolidated financial statements have been prepared using the acquisition method of accounting, giving effect to the merger. The unaudited pro forma combined condensed consolidated balance sheet combines the historical information of C&N and Susquehanna as of September 30, 2025, and assumes the merger was completed on that date. The unaudited pro forma combined condensed consolidated statements of income combine the historical financial information of C&N and Susquehanna and give effect to the merger as of January 1, 2024 and carried through December 31, 2024 and the nine months ended September 30, 2025.

The merger consideration and allocation of the purchase price is as follows:


(Dollars in thousands, except share and per share data)

Common shares of Susquehanna at September 30, 2025		2,841,314
Exchange ratio		0.8
		2,273,051
Less: impact of fractional shares		(103)
C&N shares issued		2,272,948
Price per share of C&N common stock (average of the high and low trading price on October 1, 2025)	$	19.64

Value of C&N stock consideration	$	44,641
Cash paid in lieu of fractional shares		2
Total merger consideration	$	44,643


	Susquehanna		Fair
	Book		Value		Fair
	Value		Adjustments		Value
Merger consideration					$	44,643
Recognized amounts of identifiable assets acquired liabilities assumed:
Cash and due from banks	$	6,080	$	0	$	6,080
Available-for-sale debt securities		148,243		(627)		147,616
Loans, net of allowance for credit losses		396,851		(10,092)		386,759
Bank-owned life insurance		7,953		0		7,953
Bank premises and equipment, net		10,163		(3,210)		6,953
Core deposit intangibles, net		0		10,222		10,222
Deferred tax asset, net		4,458		914		5,372
Other assets		13,634		0		13,634
Total identifiable assets acquired		587,382		(2,793)		584,589
Deposits		501,037		451		501,488
Borrowed funds		45,800		0		45,800
Other liabilities		4,158		0		4,158
Total liabilities assumed		550,995		451		551,446
Total identifiable net assets		36,387		(3,244)		33,143
Goodwill		0		11,500		11,500
Total Allocation	$	36,387	$	8,256	$	44,643

(2)

The pro forma adjustment to available-for-sale debt securities reflects the impact of an updated assessment by C&N’s management. Adjustments to the statements of income include prospective reclassification of the unrealized loss of $17.9 million to an amortizing discount, amortized into income based on the expected life of the securities.

In October 2025, C&N sold most of the available-for-sale debt securities acquired from Susquehanna. Proceeds from the sales totaled $143.2 million with no realized gain or loss on the sales. Proceeds were primarily used to purchase available-for-sale debt securities and to pay off Susquehanna’s short-term borrowing of $45.8 million at September 30, 2025.

(3)

The pro forma adjustments to loans receivable and the allowance for credit losses (ACL) on loans as of September 30, 2025 are as follows: (i) interest rate-related reduction of $7.4 million, or 1.8% of Susquehanna’s total loans receivable (yield mark); (ii) gross credit-related reduction of $5.9 million, or 1.5% of Susquehanna’s total loans receivable, including $2.3 million on loans not considered to be Purchased Credit Deteriorated (PCD) and $3.6 million on loans preliminarily evaluated as PCD; (iii) increase in loans receivable and the ACL of $3.6 million, representing a gross up of PCD loans; (iv) elimination of Susquehanna’s ACL of $3.2 million; and (v) an assumed increase in the ACL of $4.1 million that would be recorded subsequent to the acquisition through a Day 1 charge to the provision for credit losses which is included in the unaudited pro forma combined condensed consolidated statement of income for the year ended December 31, 2024. The pro forma adjustment to interest and fees on loans includes accretion of the credit risk fair value adjustment on non-PCD loans and the interest rate-related fair value adjustment, assuming an average life of the portfolio of 4.7 years. C&N is in the process of updating the analysis of the fair value of loans as of the merger completion date, including updated assessments of credit quality and the impact of changes in interest rates.

(4)

The pro forma balance sheet adjustment to bank premises and equipment is based primarily on a comparison of third-party appraisals to Susquehanna’s net book values of the real estate for its branch locations. The pro forma statements of income include, within net occupancy and equipment expense, a decrease in depreciation expense attributable to the assumed fair value adjustments of $103,000 in the year ended December 31, 2024 and $77,000 in the nine months ended September 30, 2025. C&N is in the process of completing the analysis of the fair value of bank premises and equipment as of the merger completion date.

(5)

The estimated value of the core deposit intangible was determined based on a preliminary assessment of Susquehanna’s core deposits, including assessment of financial, economic, market and other conditions as of the merger date. For this purpose, core deposits include all of Susquehanna’s deposits at September 30, 2025, except for time deposits and public funds. Amortization of the core deposit intangible asset, which is included in other noninterest expense in the unaudited pro forma condensed consolidated statements of income, is based on the estimated useful life of each category of core deposit based on accelerated methods consistent with account run-off assumptions. C&N is in the process of completing an analysis of the core deposit intangible as of the merger completion date.

(6)	The pro forma adjustments to the deferred tax asset, net, reflect the impact of the fair value adjustments and recognition of the ACL on acquired non-PCD loans, at an assumed effective tax rate of 22%.

(7)	The pro forma reduction in other assets reflects C&N’s acquisition of shares of C&N common stock held by Susquehanna prior to the merger.

(8)

The pro forma balance sheet adjustment to interest-bearing deposits reflects differences in interest rates, based on comparison of rates on Susquehanna’s time deposits to market rates at September 30, 2025 for maturity dates corresponding to the maturity dates of Susquehanna’s time deposits. The fair value adjustment is amortized over the estimated life of the applicable time deposits of 1.0 year.

(9)	The pro forma increase in other liabilities includes the accrual of merger-related expenses, net of tax, of $5.1 million to be incurred by C&N, and the estimated direct costs to issue C&N stock in the merger of $200,000.

(10)	The pro forma adjustment to stockholders’ equity includes the following components (in thousands):


Total estimated merger consideration, net of equity issuance costs and cash paid in lieu of issuing fractional shares	$	44,441
Estimated C&N merger-related expenses, net of tax		(5,081)
Treasury shares acquisition of C&N shares held by Susquehanna		(37)
ACL on acquired non-PCD loans, net of tax		(3,198)
Less: retirement of Susquehanna's equity		(36,387)
Net impact of transaction accounting adjustments on equity	$	(262)

(11)

The pro forma statement of income for the year ended December 31, 2024 includes an adjustment for C&N’s estimated merger-related expenses to be incurred subsequent to September 30, 2025 totaling $6,453,000. C&N’s estimated merger-related expenses include wages and benefit costs related to severance and similar matters, costs associated with data processing and other contract terminations and data conversion, legal and professional fees related to contract negotiations, acquisition and other matters, and other expenses directly related to the merger.

(12)	The pro forma adjustment to the income tax provision reflects an assumed 22% tax rate on transaction adjustments except for certain merger-related expenses that are assumed to be nondeductible.

(13)

Unaudited pro forma earnings per common share is calculated using C&N’s historic weighted average common shares outstanding plus the common shares issued to Susquehanna’s shareholders in the merger. The following table sets forth the calculation of unaudited pro forma earnings per common share for the year ended December 31, 2024 and the nine months ended September 30, 2025.


(In Thousands, Except Share and Per Share Data)			Nine
	Year		Months
	Ended		Ended
	December 31,		Sept. 30,
	2024		2025
Pro forma net income	$	21,167	$	19,949
Less: Dividends and undistributed earnings allocated to participating securities		(150)		(141)
Pro forma net income attributable to common shares		21,017		19,808
Weighted-average common shares outstanding:
C&N, historical		15,262,504		15,371,733
Shares issued to Susquehanna shareholders		2,272,948		2,272,948
Pro forma weighted-average common shares outstanding		17,535,452		17,644,681
Pro forma earnings per common share - basic and diluted	$	1.20	$	1.12


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)


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


	Exhibit 23.1: Consent of S.R. Snodgrass, P.C. Independent Registered Accounting Firm for Susquehanna.

	Exhibit 99.1: Susquehanna’s audited consolidated financial statements as of and for the years ended December 31, 2024, and 2023 (incorporated by reference to Appendex F-1 to the Form S-4/A filed by Citizens & Northern Corporation on August 4, 2025 (Registration Statement No. 333-288838).

	Exhibit 99.2: Susquehanna’s unaudited consolidated financial statements for the nine-months ended September 30, 2025 and 2024.

	Exhibit 99.3: Unaudited pro forma financial information.

	Exhibit 104: Cover Page Interactive Data File (embedded in the cover page formatted in Inline XBRL)


	CITIZENS & NORTHERN CORPORATION

Dated: December 11, 2025	By:	/s/ Mark A. Hughes
		Mark A. Hughes
		Treasurer and Chief Financial Officer