8-K

CITIZENS & NORTHERN CORP (CZNC)

8-K 2024-10-17 For: 2024-10-17
View Original
Added on April 11, 2026

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

October 17, 2024

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 2.02. Results of Operations and Financial Condition

Citizens & Northern Corporation (the “Company”) announced unaudited, consolidated financial results for the three-month and nine-months period ended September 30, 2024. On October 17, 2024, the Company issued a press release titled “C&N Declares Dividend and Announces Third Quarter 2024 Unaudited Financial Results,” a copy of which is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. Supplemental, unaudited financial information is furnished as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.

ITEM 9.01. Financial Statements and Exhibits

(a)    Not applicable.

(b)    Not applicable.

(c)    Not applicable.

(d)    Exhibits.

Exhibit 99.1: Press Release issued by Citizens & Northern Corporation dated October 17, 2024, titled “C&N Declares Dividend and Announces Third Quarter 2024 Unaudited Financial Results.”
Exhibit 99.2: Supplemental, unaudited financial information.
Exhibit 104: Cover Page Interactive Data File (embedded in the cover page formatted in Inline XBRL)

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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
Dated:  October 17, 2024 By: /s/ Mark A. Hughes
Mark A. Hughes
Treasurer and Chief Financial Officer

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Exhibit 99.1

Graphic

Contact:  Charity Frantz
October 17, 2024 570-724-0225
charityf@cnbankpa.com

C&N DECLARES DIVIDEND AND ANNOUNCES THIRD QUARTER 2024 UNAUDITED FINANCIAL RESULTS

For Immediate Release:

Wellsboro, PA – Citizens & Northern Corporation (“C&N”) (NASDAQ: CZNC) announced its most recent dividend declaration and its unaudited, consolidated financial results for the three-month and nine-month periods ended September 30, 2024. C&N’s principal activity is community banking, and the largest subsidiary is Citizens & Northern Bank (the “Bank”).

Highlights:

Net income was $6,365,000, or $0.41 diluted earnings per share for the third quarter 2024, up from $6,113,000, or $0.40 per diluted share in the second quarter 2024, and down from $7,591,000, or $0.50 per diluted share in the third quarter 2023. Net income for the nine months ended September 30, 2024 was $17,784,000, or $1.16 diluted earnings per share, down from $19,887,000, or $1.29 diluted earnings per share for the first nine months of 2023.
In the third quarter 2024, net interest income was $711,000 higher than in the second quarter 2024 and $493,000 higher than in the third quarter 2023. The net interest margin was 3.29% in the third quarter 2024 as compared to 3.31% in the second quarter 2024 and 3.35% in the third quarter 2023. For the nine months ended September 30, 2024, net interest income was $2,164,000 lower than in the first nine months of 2023.  The net interest margin was 3.30% for the first nine months of 2024, down from 3.53% in the corresponding period of 2023.
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The provision for credit losses was $1,207,000 and $2,726,000 in the third quarter 2024 and in the first nine months of 2024, respectively, compared to a credit for credit losses (reduction in expense) of $1,225,000 and $765,000 in the third quarter 2023 and the first nine months of 2023, respectively. At September 30, 2024, the allowance for credit losses (“ACL”) was $20,442,000, or 1.08% of gross loans receivable, up from $19,208,000, or 1.04% of gross loans receivable, at December 31, 2023.
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Total loans receivable were $443,000 lower at September 30, 2024 compared to June 30, 2024. Average loans receivable increased 1.1% (annualized) during the third quarter 2024 from the second quarter 2024. Average loans receivable were higher by 5.6% for the nine months ended September 30, 2024, as compared to the first nine months of 2023.
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Nonperforming loans totaled $24.5 million, or 1.29% of total loans, at September 30, 2024, up from $19.6 million, or 1.04% of total loans, at June 30 2024 and $18.4 million, or 0.99% of total loans, at December 31, 2023. Total nonperforming assets were 0.92% of total assets at September 30, 2024, up from 0.76% at June 30, 2024 and up from 0.75% at December 31, 2023. The increase in nonperforming assets in the third quarter 2024 included the impact of classifying commercial construction and land loans to two borrowers with carrying balances totaling $6.7 million as nonaccrual at September 30, 2024.
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Deposits totaled $2,135,879,000 at September 30, 2024, up $76,570,000 (3.7%) from $2,059,309,000 at June 30, 2024, despite a decrease in brokered deposits of $14,450,000. Total deposits of $2,135,879,000, excluding brokered deposits of $45,051,000, were up $91,020,000 (4.6%) at September 30, 2024 from June 30, 2024. Average total deposits increased 13.5% (annualized) during the third quarter 2024 from the second quarter 2024 and were 4.0% higher for the nine months ended September 30, 2024, as compared to the first nine months of 2023.
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At September 30, 2024, estimated uninsured and uncollateralized deposits totaled 21.9% of the Bank’s total deposits. C&N maintains highly liquid sources of available funds, including unused borrowing capacity with the Federal Home Loan Bank of Pittsburgh and the Federal Reserve Bank of Philadelphia and available federal funds lines with other banks, as well as available-for-sale debt securities with a fair value in excess of collateral obligations. At September 30, 2024, available funding from these sources totaled 160.8% of uninsured deposits and 223.2% of uninsured and uncollateralized deposits.
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1

Dividend Declared and Unaudited Financial Information

On October 17, 2024, C&N’s Board of Directors declared a regular quarterly cash dividend of $0.28 per share. The dividend is payable on November 8, 2024 to shareholders of record as of October 28, 2024.

Highlights related to C&N’s third quarter and September 30, 2024 year-to-date unaudited U.S. GAAP earnings results as compared to results for the second quarter 2024, third quarter 2023 and nine months ended September 30, 2023 are presented below.

Third Quarter 2024 as Compared to Second Quarter 2024

Net income was $6,365,000, or $0.41 per diluted share, for the third quarter 2024 as compared to $6,113,000, or $0.40 per diluted share, for the second quarter 2024.

Net interest income of $20,156,000 in the third quarter 2024 increased $711,000 from the second quarter 2024. Average total earning assets increased $75,598,000 from the prior quarter, as average interest-bearing due from banks increased $76,746,000. Average total deposits increased $68,134,000 and average loans receivable increased $5,084,000 in the third quarter 2024 from the total for the prior quarter. The net interest margin was 3.29% in the third quarter 2024, down 0.02% from 3.31% in the second quarter 2024. The net interest spread decreased 0.06%, as the average rate on interest-bearing liabilities increased 0.12%, while the average yield on earning assets increased 0.06%.

For the quarter ended September 30, 2024, there was a provision for credit losses of $1,207,000, an increase of $642,000 compared to $565,000 in the second quarter 2024. The provision for the third quarter 2024 included a provision related to loans receivable of $1,297,000 and a credit related to off-balance sheet exposures of $90,000. In the third quarter 2024, the provision related to loans receivable included the impact of increases in the ACL from an increase in estimated future net charge-offs related to an economic forecast, an increase in C&N’s average net charge-off experience and an increase in qualitative factors partially offset by reductions in specific allowances on individually evaluated commercial loans. During the third quarter 2024, there was a partial charge-off of $640,000 on a non-owner occupied commercial real estate office loan with a specific allowance of $455,000 at June 30, 2024 and a partial charge-off of $427,000 on two commercial construction and land loans to one borrower with a specific allowance of $447,000 at June 30, 2024. In the third quarter 2024, net charge-offs totaled $1,237,000. The ACL on loans was 1.08% of gross loans receivable at September 30, 2024 and June 30, 2024.

Noninterest income of $7,133,000 in the third quarter 2024 decreased $721,000 from the second quarter 2024 amount. Significant variances included the following:

Ø Other noninterest income of $1,123,000 decreased $820,000 from the second quarter 2024, as the second quarter 2024 included income of $841,000 recognized from tax credits related to donations.

Ø Net gains from sale of loans of $360,000 increased $125,000 from the second quarter 2024, reflecting an increase in volume of residential mortgage loans sold.

Noninterest expense of $18,269,000 in the third quarter 2024 decreased $986,000 from the second quarter 2024 amount. Significant variances included the following:

Ø Other noninterest expense of $2,637,000 decreased $800,000 from the second quarter 2024. Within this category, donations expense decreased $986,000 from the second quarter 2024 as second quarter results included the impact of donations totaling $933,000 under the Pennsylvania Educational Improvement Tax Credit program which generated the second quarter income from tax credits of $841,000 noted above.

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Ø Salaries and employee benefits expense of $10,875,000 decreased $148,000 from the second quarter 2024 including a decrease in health insurance expense of $376,000 resulting from a reduction in claims incurred on C&N’s partially self-insured plan.
The income tax provision of $1,448,000, or 18.5% of pre-tax income for the third quarter 2024 increased $82,000 from $1,366,000, or 18.3% of pre-tax income, for the second quarter 2024 reflecting an increase in pre-tax income for the quarter.
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Third Quarter 2024 as Compared to Third Quarter 2023

Third quarter 2024 net income was $6,365,000, or $0.41 per diluted share, as compared to $7,591,000, or $0.50 per diluted share, in the third quarter 2023. Significant variances were as follows:

Net interest income of $20,156,000 in the third quarter 2024 was $493,000 higher than in the third quarter 2023. Average earning assets were $106,852,000 higher in the third quarter 2024 as compared to the third quarter 2023 as average total deposits increased $94,562,000. The net interest margin was 3.29% in the third quarter 2024, down from 3.35% in the third quarter 2023. The interest rate spread decreased 0.18%, as the average rate on interest-bearing liabilities increased 0.62%, while the average yield on earning assets increased 0.44%.

For the quarter ended September 30, 2024, there was a provision for credit losses of $1,207,000, an increase of $2,432,000 in expense compared to a credit for credit losses (reduction in expense) of $1,225,000 in the third quarter 2023. The ACL as a percentage of gross loans receivable was 1.08% at September 30, 2024 as compared to 0.99% at September 30, 2023.

Noninterest income of $7,133,000 in the third quarter 2024 increased $644,000 from the third quarter 2023 amount. Significant variances included the following:

Ø Earnings from the increase in cash surrender value of life insurance of $458,000 increased $298,000 from the third quarter 2023 reflecting the earnings on additional Bank-Owned Life Insurance purchased in December 2023.

Ø Brokerage and insurance revenue of $523,000 increased $129,000 due to an increase in sales volume.

Ø Net gains from sale of loans of $360,000 increased $123,000 from the third quarter 2023, reflecting an increase in volume of residential mortgage loans sold.

Ø Service charges on deposit accounts increased $103,000 from the third quarter 2024 reflecting an increase in volume of fees.

Noninterest expense of $18,269,000 in the third quarter 2024 increased $329,000 (1.8%) from the third quarter 2023 including increases of $109,000 in net occupancy and equipment expense, $68,000 in professional fees, $60,000 in other expenses and $59,000 in data processing and telecommunications expenses.

The income tax provision of $1,448,000, or 18.5% of pre-tax income for the third quarter 2024 decreased $398,000 from $1,846,000 or 19.6% of pre-tax income, for the third quarter 2023 consistent with the decrease in pre-tax income.

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Nine Months Ended September 30, 2024 as Compared to Nine Months Ended September 30, 2023

Net income for the nine-month period ended September 30, 2024 was $17,784,000, or $1.16 per diluted share, as compared to $19,887,000, or $1.29 per diluted share, for the first nine months of 2023. Significant variances were as follows:

Net interest income totaled $58,642,000 in the nine months ended September 30, 2024, a decrease of $2,164,000 from the total for the first nine months of 2023. The net interest margin was 3.30% for the first nine months of 2024, down from 3.53% in the corresponding period of 2023. The interest rate spread decreased 0.39%, as the average rate on interest-bearing liabilities was higher by 0.89% while the average yield on earning assets increased 0.50%. Average total earning assets increased $68,438,000. Average total loans increased $99,838,000 (5.6%) and average total deposits increased $77,578,000 (4.0%).

For the nine months ended September 30, 2024, the provision for credit losses was $2,726,000, compared to a credit for credit losses (reduction in expense) of $765,000 in the first nine months of 2023 resulting in an increase of $3,491,000. For the nine months ended September 30, 2024, the provision related to loans receivable included the impact of increases in the ACL from an increase in qualitative adjustments related to changes in external indexes and an increase in past due and nonaccrual loans as well as net charge-offs in excess of specific allowances at December 31, 2023. The credit related to loans receivable for the nine months ended September 30, 2023 was mainly attributable to qualitative adjustments in concentrations of credit based on loan type, lending policies and procedures and changes in external indexes, as well as a reduction in C&N’s average net charge-off experience, used in the calculation of the ACL. In the first nine months of 2024, the ACL increased $1,234,000 to 1.08% of loans receivable at September 30, 2024 as compared to 1.04% at December 31, 2023. For the nine months ended September 30, 2024, net charge-offs totaled $1,589,000, or 0.11% (annualized) of average loans receivable as compared to $225,000 or 0.02% annualized for the first nine months of 2023.

Noninterest income totaled $21,662,000 in the first nine months of 2024, up $2,929,000 from the total for the first nine months of 2023. Significant variances included the following:

Ø Earnings from the increase in cash surrender value of life insurance of $1,372,000 increased $922,000 reflecting earnings on additional Bank-Owned Life Insurance purchased in December 2023.

Ø Other noninterest income of $4,083,000 increased $641,000 as dividends on FHLB-Pittsburgh and Federal Reserve stock totaled $1,292,000, an increase of $400,000, and income from tax credits related to donations increased $120,000.

Ø Brokerage and insurance revenue of $1,589,000 increased $400,000 due to an increase in sales volume.

Ø Trust revenue of $5,857,000 increased $357,000, consistent with appreciation in the trading prices of many U.S. equity securities and includes revenue from new business.

Ø Net gains from sale of loans of $786,000 increased $336,000, reflecting an increase in volume of residential mortgage loans sold.

Ø Service charges on deposit accounts of $4,336,000 increased $215,000 reflecting an increase in volume of fees.

Noninterest expense totaled $55,828,000 for the first nine months of 2024, a decrease of $79,000 from the total for the first nine months of 2023. Significant variances included the following:

Ø Other noninterest expense of $7,936,000 decreased $507,000. Within this category, significant variances included the following:

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For the first nine months of 2024, there was a reduction in expense of $513,000 related to the defined benefit postretirement medical benefit plan, including a curtailment of $469,000 related to plan adjustments in the first quarter 2024. In comparison, in the first nine months of 2023, there was a reduction in expense associated with the postretirement plan of $15,000.
Legal fees totaled $491,000 in the first nine months of 2024, a decrease of $209,000, mainly due to lower fees incurred related to non-litigation-related corporate matters.
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Ø Professional fees of $1,625,000 decreased $363,000 as 2023 included $389,000 of conversion costs related to a change in Wealth Management platform for providing brokerage and investment advisory services.
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Ø Salaries and employee benefits expense of $33,460,000 increased $378,000, including an increase in base salaries expense of $690,000, or 3.1% and an increase of $451,000 in cash and stock-based incentive compensation, while estimated contributions to the Employee Stock Ownership Plan and Supplemental Executive Retirement Plan decreased $638,000 and health insurance expense decreased $344,000.

The income tax provision of $3,966,000, or 18.2% of pre-tax income for the nine months ended September 30, 2024 decreased $708,000 from $4,674,000, or 19.0% of pre-tax income for nine months ended September 30, 2023. The decrease in income tax provision in 2024 reflected the decrease in pre-tax income of $2,811,000.

Other Information:

Changes in other unaudited financial information are as follows:

Total assets amounted to $2,670,822,000 at September 30, 2024, up from $2,593,122,000 at June 30, 2024 and  $2,483,949,000  at September 30, 2023.

Cash and due from banks totaled $184,213,000 at September 30, 2024, up from $100,412,000 at June 30, 2024 and $52,658,000 at September 30, 2023. The more elevated cash position at September 30, 2024 includes the impact of strong deposit growth.

The amortized cost of available-for-sale debt securities decreased to $447,392,000 at September 30, 2024 from $453,944,000 at June 30, 2024 and $505,440,000 at September 30, 2023. The fair value of available-for-sale debt securities at September 30, 2024 was lower than the amortized cost basis by $38,970,000, or 8.7%. In comparison, the aggregate unrealized loss position was $52,799,000 (11.6%) at June 30, 2024 and $76,302,000 (15.1%) at September 30, 2023. The unrealized loss position of the portfolio has resulted from an increase in interest rates as compared to rates when the securities were purchased. The volatility in the fair value of the portfolio has resulted from changes in interest rates. Management reviewed the available-for-sale debt securities as of September 30, 2024 and concluded, as of such date, that there were no credit-related declines in fair value and no allowance for credit losses was recorded as of September 30, 2024.

Gross loans receivable totaled $1,892,764,000 at September 30, 2024, a decrease of $443,000 from total loans at June 30, 2024 and an increase of $62,094,000 (3.4%) from total loans at September 30, 2023. In comparing outstanding balances at September 30, 2024 and 2023, total commercial loans were up $55,463,000 (4.1%), reflecting growth in owner occupied commercial real estate loans of $35,365,000 and other commercial loans of $36,282,000 offset by a decrease of $16,184,000 in non-owner occupied commercial real estate loans. Within other commercial loans, the outstanding balance of commercial construction and land loans increased $14,241,000, commercial and industrial loans increased $12,245,000, commercial lines of credit increased $6,272,000 and loans to political subdivisions increased $5,064,000. Total residential mortgage loans were down $2,584,000 (0.6%), and total consumer loans increased $9,215,000 (16.3%). The outstanding balance of residential mortgage loans originated and serviced by C&N that have been sold to third parties was $325.0 million at September 30, 2024, up $6.5 million (2.0%) from September 30, 2023.

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At September 30, 2024, the recorded investment in non-owner occupied commercial real estate loans for which the primary purpose is utilization of office space by third parties was $96,241,000, or 5.1% of gross loans receivable. At September 30, 2024, within this segment there were two loans with a total recorded investment of $3,204,000 in nonaccrual status with a specific allowance of $14,000 on one loan. During the third quarter 2024, there was a partial charge-off of $640,000 on the other office loan in nonaccrual status which had a specific allowance of $455,000 at June 30, 2024. The charge-off resulted from a decrease in the appraised value of property which is the primary source of collateral. At September 30, 2024, the carrying value of this loan was $1,846,000. At September 30, 2024, there was no specific allowance on this loan though it remained in nonaccrual status. The remainder of the non-owner occupied commercial real estate loans with a primary purpose of office space utilization were in accrual status with no specific allowance at September 30, 2024.

Total nonperforming assets as a percentage of total assets was 0.92% at September 30, 2024, up from 0.76% at June 30, 2024 and 0.70% at September 30, 2023. Total nonperforming assets were $24.6 million at September 30, 2024, up from $19.8 million at June 30, 2024 and $17.4 million at September 30, 2023. The increase in nonperforming assets at September 30, 2024 as compared to June 30, 2024 included the impact of classifying commercial construction and land loans to two borrowers with carrying balance totaling $6.7 million at September 30, 2024 as nonaccrual. Based on management’s assessment, there was no valuation allowance on these loans at September 30, 2024.

Deposits totaled $2,135,879,000 at September 30, 2024, up $76,570,000 (3.7%) from $2,059,309,000 at June 30, 2024, despite a decrease in brokered deposits of $14,450,000. Total deposits of $2,135,879,000, excluding brokered deposits of $45,051,000, were up $91,020,000 (4.6%) at September 30, 2024 from June 30, 2024, including a seasonal increase in deposits of Pennsylvania-based municipal customers of $47,320,000. Total deposits were up $110,882,000 (5.5%) at September 30, 2024 as compared to September 30, 2023, despite a decrease in brokered deposits of $17,461,000. At September 30, 2024, C&N’s estimated uninsured deposits totaled $655.6 million, or 30.5% of the Bank’s total deposits, as compared to $592.2 million, or 29.2% of the Bank’s total deposits at December 31, 2023. Included in uninsured deposits are deposits collateralized by securities (almost exclusively municipal deposits) totaling $183.3 million, or 8.5% of the Bank’s total deposits, at September 30, 2024 as compared to $151.0 million, or 7.4% of the Bank’s total deposits at December 31, 2023.

C&N maintained highly liquid sources of available funds totaling $1.1 billion at September 30, 2024, including unused borrowing capacity with the Federal Home Loan Bank of Pittsburgh of $737.3 million, unused availability on the Federal Reserve Bank of Philadelphia’s discount window of $18.6 million, available federal funds lines with other banks of $75 million and available-for-sale debt securities with a fair value in excess of collateral obligations of $223.1 million. At September 30, 2024, available funding from these sources totaled 160.8% of uninsured deposits, and 223.2% of uninsured and uncollateralized deposits.

The outstanding balance of borrowed funds, including Federal Home Loan Bank advances, repurchase agreements, senior notes and subordinated debt, totaled $225,727,000 at September 30, 2024, down $16,434,000 from June 30, 2024 and up $37,695,000 from September 30, 2023.
Total stockholders’ equity was $277,305,000 at September 30, 2024, up from $263,221,000 at June 30, 2024 and $240,205,000 at September 30, 2023. Within stockholders’ equity, the portion of accumulated other comprehensive loss related to available-for-sale debt securities was $30,396,000 at September 30, 2024, $41,710,000 at June 30, 2024 and $60,278,000 at September 30, 2023. The volatility in stockholders’ equity related to accumulated other comprehensive loss from available-for-sale debt securities has been caused by fluctuations in interest rates including overall increases in rates as compared to market rates when most of C&N’s securities were purchased. Accumulated other comprehensive loss is excluded from C&N’s regulatory capital ratios.
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On September 25, 2023, the Corporation announced a new treasury stock repurchase program. Under this program, C&N is authorized to repurchase up to 750,000 shares of its common stock.  During the three-month period ended September 30, 2024, 3,538 shares were repurchased for a total cost of $60,000, at an average price of $17.06 per share. During the nine-month period ended September 30, 2024, 26,034 shares were repurchased for a total cost of

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$443,000, at an average price of $17.02 per share. At September 30, 2024, there were 723,966 shares available to be repurchased under the program.

Citizens & Northern Bank is subject to various regulatory capital requirements. At September 30, 2024, Citizens & Northern Bank maintains regulatory capital ratios that exceed all capital adequacy requirements. Management expects the Bank to remain well-capitalized for the foreseeable future.

Trust assets under management by C&N’s Wealth Management Group amounted to $1,359,023,000 at September 30, 2024, up 5.8% from 1,284,674,000 at June 30, 2024, and up 20.4% from $1,128,600,000 at September 30, 2023. Fluctuations in values of assets under management reflect the impact of market volatility.

Under U.S. GAAP, interest income on tax-exempt securities and loans are reported at their nominal amounts, with the tax benefit accounted for as a reduction in the income tax provision. C&N presents certain analyses and ratios with net interest income determined on a fully taxable-equivalent basis, which are non-GAAP financial measures as presented. C&N believes presentation of net interest income on a fully taxable-equivalent basis provides investors with meaningful information for purposes of comparing the returns on tax-exempt securities and loans with returns on taxable securities and loans. The excess of net interest income on a fully taxable-equivalent basis over the amounts reported under U.S. GAAP was $205,000, $202,000 and $212,000 for the third quarter 2024, second quarter 2024 and third quarter 2023, respectively. The excess of net interest income on a fully taxable-equivalent basis over the amounts reported under U.S. GAAP was $602,000 for the nine months ended September 30, 2024 and $720,000 for the nine months ended September 30, 2023.

Citizens & Northern Corporation is the bank holding company for Citizens & Northern Bank, headquartered in Wellsboro, Pennsylvania which operates 28 banking offices located in Bradford, Bucks, Cameron, Chester, Lycoming, Potter, Sullivan, Tioga, York and Lancaster Counties in Pennsylvania and Steuben County in New York, as well as a loan production office in Elmira, New York. Citizens & Northern Corporation trades on NASDAQ under the symbol “CZNC.” For more information about Citizens & Northern Bank and Citizens & Northern Corporation, visit www.cnbankpa.com.

Safe Harbor Statement: Except for historical information contained herein, the matters discussed in this release are forward-looking statements. Investors are cautioned that all forward-looking statements involve risks and uncertainty, including without limitation, the following: changes in monetary and fiscal policies of the Federal Reserve Board and the U.S. Government, particularly related to changes in interest rates; changes in general economic conditions; recent adverse developments in the banking industry highlighted by high-profile bank failures and the potential impact of such developments on customer confidence, sources of liquidity and capital funding, and regulatory responses to these developments; C&N’s credit standards and its on-going credit assessment processes might not protect it from significant credit losses; legislative or regulatory changes; downturn in demand for loan, deposit and other financial services in C&N’s market area; increased competition from other banks and non-bank providers of financial services; technological changes and increased technology-related costs; information security breach or other technology difficulties or failures; changes in accounting principles, or the application of generally accepted accounting principles; failure to achieve merger-related synergies and difficulties in integrating the business and operations of acquired institutions; and fraud and cyber malfunction risks as usage of artificial intelligence continues to expand. Citizens & Northern disclaims any intention or obligation to publicly update or revise any forward-looking statements, whether as a result of events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. 7

EXHIBIT 99.2 – Supplemental, Unaudited Financial Information

Graphic

CONDENSED, CONSOLIDATED EARNINGS INFORMATION

(Dollars In Thousands, Except Per Share Data)

(Unaudited)

**** ****
3rd 3rd
QUARTER QUARTER
2024 2023 Incr. (Decr.) % Incr. (Decr.) ****
Interest and Dividend Income $ 33,087 $ 29,118 13.63 %
Interest Expense 12,931 9,455 36.76 %
Net Interest Income 20,156 19,663 2.51 %
Provision (Credit) for Credit Losses 1,207 (1,225) (198.53) %
Net Interest Income After Provision (Credit) for Credit Losses 18,949 20,888 (9.28) %
Noninterest Income 7,133 6,489 9.92 %
Net Realized Losses on Available-for-sale Debt Securities 0 0 0 %
Noninterest Expense 18,269 17,940 1.83 %
Income Before Income Tax Provision 7,813 9,437 (17.21) %
Income Tax Provision 1,448 1,846 (21.56) %
Net Income $ 6,365 $ 7,591 **** (16.15) %
Net Income Attributable to Common Shares (1) $ 6,311 $ 7,534 **** (16.23) %
PER COMMON SHARE DATA:
Net Income - Basic $ 0.41 $ 0.50 (18.00) %
Net Income - Diluted $ 0.41 $ 0.50 (18.00) %
Dividends Per Share $ 0.28 $ 0.28 0.00 %
Number of Shares Used in Computation - Basic 15,267,120 15,154,797
Number of Shares Used in Computation - Diluted 15,267,120 15,154,797

All values are in US Dollars.

NINE MONTHS ENDED
SEPTEMBER 30,
2024 2023 Incr. (Decr.) % Incr. (Decr.)
Interest and Dividend Income $ 94,749 $ 83,268 13.79 %
Interest Expense 36,107 22,462 60.75 %
Net Interest Income 58,642 60,806 (3.56) %
Provision (Credit) for Credit Losses 2,726 (765) (456.34) %
Net Interest Income After Provision (Credit) for Credit Losses 55,916 61,571 (9.18) %
Noninterest Income 21,662 18,733 15.64 %
Net Realized Gains on Available-for-sale Debt Securities 0 6 (100.00) %
Noninterest Expense 55,828 55,749 0.14 %
Income Before Income Tax Provision 21,750 24,561 (11.44) %
Income Tax Provision 3,966 4,674 (15.15) %
Net Income $ 17,784 $ 19,887 **** (10.57) %
Net Income Attributable to Common Shares (1) $ 17,644 $ 19,731 **** (10.58) %
PER COMMON SHARE DATA:
Net Income - Basic $ 1.16 $ 1.29 (10.08) %
Net Income - Diluted $ 1.16 $ 1.29 (10.08) %
Dividends Per Share $ 0.84 $ 0.84 0.00 %
Number of Shares Used in Computation - Basic 15,254,124 15,264,391
Number of Shares Used in Computation - Diluted 15,254,124 15,264,395

All values are in US Dollars.

(1) Basic and diluted net income per common share are determined based on net income less earnings allocated to nonvested restricted shares with nonforfeitable dividends.

1

CONDENSED, CONSOLIDATED BALANCE SHEET DATA

(Dollars In Thousands)

(Unaudited)

September 30, September 30,
2024 2023 Incr. (Decr.) % Incr. (Decr.)
ASSETS
Cash & Due from Banks $ 184,213 $ 52,658 249.83 %
Available-for-sale Debt Securities 408,422 429,138 (4.83) %
Loans, Net 1,872,322 1,812,585 3.30 %
Bank-Owned Life Insurance 50,757 31,557 60.84 %
Bank Premises and Equipment, Net 21,537 21,267 1.27 %
Deferred Tax Asset, Net 17,047 23,731 (28.17) %
Intangible Assets 54,682 55,076 (0.72) %
Other Assets 61,842 57,937 6.74 %
TOTAL ASSETS $ 2,670,822 $ 2,483,949 **** 7.52 %
LIABILITIES
Deposits $ 2,135,879 $ 2,024,997 5.48 %
Borrowed Funds - Federal Home Loan Bank and Repurchase Agreements 186,043 148,529 25.26 %
Senior Notes, Net 14,882 14,814 0.46 %
Subordinated Debt, Net 24,802 24,689 0.46 %
Other Liabilities 31,911 30,715 3.89 %
TOTAL LIABILITIES **** 2,393,517 **** 2,243,744 **** 6.68 %
STOCKHOLDERS' EQUITY
Common Stockholders' Equity, Excluding Accumulated
Other Comprehensive Loss 307,369 300,031 2.45 %
Accumulated Other Comprehensive Loss:
Net Unrealized Losses on Available-for-sale Debt Securities (30,396) (60,278) (49.57) %
Defined Benefit Plans 332 452 (26.55) %
TOTAL STOCKHOLDERS' EQUITY **** 277,305 **** 240,205 **** 15.45 %
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 2,670,822 $ 2,483,949 **** 7.52 %

All values are in US Dollars.

​ 2

CONDENSED, CONSOLIDATED FINANCIAL HIGHLIGHTS

(Dollars In Thousands, Except Per Share Data)

(Unaudited)

**** FOR THE
THREE MONTHS ENDED %
September 30, INCREASE
**** 2024 **** 2023 **** (DECREASE) ****
EARNINGS PERFORMANCE
Net Income $ 6,365 $ 7,591 (16.15) %
Return on Average Assets (Annualized) 0.97 % 1.23 % (21.14) %
Return on Average Equity (Annualized) 9.49 % 12.28 % (22.72) %
PRE-TAX, PRE-PROVISION NET REVENUE ("PPNR") - NON-GAAP (a)
PPNR $ 9,225 $ 8,424 9.51 %
PPNR (Annualized) as a % of Average Assets 1.41 % 1.36 % 3.68 %
PPNR (Annualized) as a % of Average Equity 13.75 % 13.63 % 0.88 %
**** AS OF OR FOR THE
NINE MONTHS ENDED %
September 30, INCREASE
**** 2024 **** 2023 **** (DECREASE) ****
EARNINGS PERFORMANCE - U.S. GENERALLY ACCEPTED ACCOUNTING PRINCIPLES ("GAAP")
Net Income $ 17,784 $ 19,887 (10.57) %
Return on Average Assets (Annualized) 0.93 % 1.08 % (13.89) %
Return on Average Equity (Annualized) 9.03 % 10.58 % (14.65) %
PPNR - NON-GAAP (a)
PPNR $ 25,078 $ 24,510 2.32 %
PPNR (Annualized) as a % of Average Assets 1.31 % 1.33 % (1.50) %
PPNR (Annualized) as a % of Average Equity 12.73 % 13.04 % (2.38) %
BALANCE SHEET HIGHLIGHTS
Total Assets $ 2,670,822 $ 2,483,949 7.52 %
Available-for-Sale Debt Securities 408,422 429,138 (4.83) %
Loans, Net 1,872,322 1,812,585 3.30 %
Allowance for Credit Losses:
Allowance for Credit Losses on Loans 20,442 18,085 13.03 %
Allowance for Credit Losses on Off-Balance Sheet Exposures 592 900 (34.22) %
Deposits 2,135,879 2,024,997 5.48 %
OFF-BALANCE SHEET
Outstanding Balance of Mortgage Loans Sold with Servicing Retained $ 325,004 $ 318,526 2.03 %
Trust Assets Under Management 1,359,023 1,128,600 20.42 %
STOCKHOLDERS' VALUE (PER COMMON SHARE)
Net Income - Basic $ 1.16 $ 1.29 (10.08) %
Net Income - Diluted $ 1.16 $ 1.29 (10.08) %
Dividends $ 0.84 $ 0.84 0.00 %
Common Book Value $ 17.99 $ 15.72 14.44 %
Tangible Common Book Value NON-GAAP (b) $ 14.44 $ 12.12 19.14 %
Market Value (Last Trade) $ 19.69 $ 17.55 12.19 %
Market Value / Common Book Value 109.45 % 111.64 % (1.96) %
Market Value / Tangible Common Book Value - NON-GAAP (b) 136.36 % 144.80 % (5.83) %
Price Earnings Multiple 12.70 10.20 24.51 %
Dividend Yield (Annualized) 5.69 % 6.38 % (10.82) %
Common Shares Outstanding, End of Period 15,414,132 15,275,686 0.91 %

​ 3

CONDENSED, CONSOLIDATED FINANCIAL HIGHLIGHTS (Continued)

(Dollars In Thousands, Except Per Share Data)

(Unaudited)

AS OF OR FOR THE
NINE MONTHS ENDED % ****
September 30, INCREASE ****
**** 2024 **** 2023 **** (DECREASE) ****
SAFETY AND SOUNDNESS
Tangible Common Equity / Tangible Assets (b) 8.51 % 7.62 % 11.68 %
Nonperforming Assets / Total Assets 0.92 % 0.70 % 31.43 %
Allowance for Credit Losses / Total Loans 1.08 % 0.99 % 9.09 %
Total Risk Based Capital Ratio (c) 15.70 % 15.81 % (0.70) %
Tier 1 Risk Based Capital Ratio (c) 13.29 % 13.42 % (0.97) %
Common Equity Tier 1 Risk Based Capital Ratio (c) 13.29 % 13.42 % (0.97) %
Leverage Ratio (c) 9.71 % 9.91 % (2.02) %
AVERAGE BALANCES
Average Assets $ 2,561,690 $ 2,454,599 4.36 %
Average Equity $ 262,672 $ 250,518 4.85 %
EFFICIENCY RATIO NON-GAAP (d)
Net Interest Income on a Fully Taxable-Equivalent Basis (d) $ 59,244 $ 61,526 (3.71) %
Noninterest Income, Excluding Net Realized Gains on Available-for-sale Debt Securities 21,662 18,733 15.64 %
Total (1) $ 80,906 $ 80,259 0.81 %
Noninterest Expense (2) $ 55,828 $ 55,749 0.14 %
Efficiency Ratio = (2)/(1) 69.00 % 69.46 % (0.66) %
(a) PPNR includes net interest income plus noninterest income minus total noninterest expense but excludes provision (credit) for credit losses, realized gains or losses on securities, the income tax provision and nonrecurring items included in earnings. Management believes disclosure of PPNR provides useful information for evaluating C&N’s financial performance without the impact of unusual items or events that may obscure trends in C&N’s underlying performance. This non-GAAP data should be considered in addition to results prepared in accordance with GAAP, and is not a substitute for, or superior to, GAAP results. A reconciliation of this non-GAAP measure to the comparable GAAP measure is provided in Exhibit 99.2 under the table “PPNR- NON- GAAP RECONCILIATION.”
--- ---

(b)Tangible common book value per share, tangible common equity as a percentage of tangible assets and market value as a percentage of tangible common book value are non-GAAP ratios. Management believes this non-GAAP information is helpful in evaluating the strength of the C&N's capital and in providing an alternative, conservative valuation of C&N's net worth. The ratios shown above are based on the following calculations of tangible assets and tangible common equity:

Total Assets $ 2,670,822 $ 2,483,949
Less: Intangible Assets, Primarily Goodwill (54,682) (55,076)
Tangible Assets $ 2,616,140 $ 2,428,873
Total Stockholders' Equity $ 277,305 $ 240,205
Less: Intangible Assets, Primarily Goodwill (54,682) (55,076)
Tangible Common Equity (3) $ 222,623 $ 185,129
Common Shares Outstanding, End of Period (4) 15,414,132 15,275,686
Tangible Common Book Value per Share = (3)/(4) $ 14.44 $ 12.12

(c)Capital ratios for the most recent period are estimated.

(d)The efficiency ratio is a non-GAAP ratio that is calculated as shown above.  For purposes of calculating the efficiency ratio, net interest income on a fully taxable-equivalent basis includes amounts of interest income on tax-exempt securities and loans that have been increased to a fully taxable-equivalent basis, using C&N's marginal federal income tax rate of 21%. A reconciliation of net interest income under U.S. GAAP as compared to net interest income as adjusted to a fully taxable-equivalent basis is provided in Exhibit 99.2 under the table “COMPARISON OF INTEREST INCOME AND EXPENSE.”

​ 4

QUARTERLY CONDENSED, CONSOLIDATED

INCOME STATEMENT INFORMATION

(Dollars In Thousands, Except Per Share Data)

(Unaudited)

**** For the Three Months Ended:
September 30, June 30, March 31, December 31, September 30,
2024 2024 2024 2023 2023
Interest income $ 33,087 $ 31,326 $ 30,336 $ 30,236 $ 29,118
Interest expense 12,931 11,881 11,295 10,642 9,455
Net interest income 20,156 19,445 19,041 19,594 19,663
Provision (credit) for credit losses 1,207 565 954 951 (1,225)
Net interest income after provision (credit) for credit losses 18,949 18,880 18,087 18,643 20,888
Noninterest income 7,133 7,854 6,675 8,720 6,489
Net realized losses on securities 0 0 0 (3,042) 0
Noninterest expense 18,269 19,255 18,304 18,399 17,940
Income before income tax provision 7,813 7,479 6,458 5,922 9,437
Income tax provision 1,448 1,366 1,152 1,661 1,846
Net income $ 6,365 $ 6,113 $ 5,306 $ 4,261 $ 7,591
Net income attributable to common shares $ 6,311 $ 6,066 $ 5,267 $ 4,231 $ 7,534
Basic earnings per common share $ 0.41 $ 0.40 $ 0.35 $ 0.28 $ 0.50
Diluted earnings per common share $ 0.41 $ 0.40 $ 0.35 $ 0.28 $ 0.50

​ 5

QUARTERLY CONDENSED, CONSOLIDATED

BALANCE SHEET INFORMATION

(In Thousands) (Unaudited)

**** As of:
Sept. 30, June 30, March 31, Dec. 31, Sept. 30,
2024 2024 2023 2023 2023
ASSETS
Cash & Due from Banks $ 184,213 $ 100,412 $ 46,448 $ 56,878 $ 52,658
Available-for-Sale Debt Securities 408,422 401,145 405,094 415,755 429,138
Loans, Net 1,872,322 1,872,825 1,852,426 1,828,931 1,812,585
Bank-Owned Life Insurance 50,757 50,301 49,857 63,674 31,557
Bank Premises and Equipment, Net 21,537 21,966 21,852 21,632 21,267
Deferred Tax Asset, Net 17,047 18,375 17,703 17,441 23,731
Intangible Assets 54,682 54,779 54,877 54,974 55,076
Other Assets 61,842 73,319 73,280 56,299 57,937
TOTAL ASSETS $ 2,670,822 $ 2,593,122 $ 2,521,537 $ 2,515,584 $ 2,483,949
LIABILITIES
Deposits (1) $ 2,135,879 $ 2,059,309 $ 1,995,903 $ 2,014,806 $ 2,024,997
Borrowed Funds - Federal Home Loan Bank and Repurchase Agreements 186,043 202,523 197,655 172,211 148,529
Senior Notes, Net 14,882 14,865 14,848 14,831 14,814
Subordinated Debt, Net 24,802 24,773 24,745 24,717 24,689
Other Liabilities 31,911 28,431 26,730 26,638 30,715
TOTAL LIABILITIES **** 2,393,517 **** 2,329,901 **** 2,259,881 **** 2,253,203 **** 2,243,744
STOCKHOLDERS' EQUITY
Common Stockholders' Equity, Excluding Accumulated Other Comprehensive Loss 307,369 304,582 302,362 300,818 300,031
Accumulated Other Comprehensive Loss:
Net Unrealized Losses on Available-for-sale Debt Securities (30,396) (41,710) (41,071) (38,878) (60,278)
Defined Benefit Plans 332 349 365 441 452
TOTAL STOCKHOLDERS' EQUITY **** 277,305 **** 263,221 **** 261,656 **** 262,381 **** 240,205
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 2,670,822 $ 2,593,122 $ 2,521,537 $ 2,515,584 $ 2,483,949
(1) Brokered Deposits (Included in Total Deposits) $ 45,051 $ 59,501 $ 69,391 $ 64,369 $ 62,512

​ 6

AVAILABLE-FOR-SALE DEBT SECURITIES

(In Thousands)

**** September 30, 2024 **** June 30, 2024 December 31, 2023 September 30, 2023
Amortized Fair Amortized Fair Amortized Fair Amortized Fair
Cost Value Cost Value Cost Value Cost Value
Obligations of the U.S. Treasury $ 8,072 $ 7,321 $ 10,323 $ 9,257 $ 12,325 $ 11,290 $ 33,938 $ 30,557
Obligations of U.S. Government agencies 10,271 9,376 10,582 9,350 11,119 9,946 21,372 18,796
Bank holding company debt securities 28,956 23,949 28,955 23,657 28,952 23,500 28,950 22,311
Obligations of states and political subdivisions:
Tax-exempt 113,093 104,936 113,659 102,020 113,464 104,199 123,598 104,453
Taxable 55,182 48,434 56,294 47,481 58,720 50,111 65,408 53,457
Mortgage-backed securities issued or guaranteed by U.S. Government agencies or sponsored agencies:
Residential pass-through securities 101,545 94,053 104,708 93,874 105,549 95,405 109,102 94,469
Residential collateralized mortgage obligations 48,251 45,601 46,623 42,565 50,212 46,462 38,267 33,397
Commercial mortgage-backed securities 73,695 66,390 74,510 64,718 76,412 66,682 76,627 63,672
Private label commercial mortgage-backed securities 8,327 8,362 8,290 8,223 8,215 8,160 8,178 8,026
Total Available-for-Sale Debt Securities $ 447,392 $ 408,422 $ 453,944 $ 401,145 $ 464,968 $ 415,755 $ 505,440 $ 429,138

SUMMARY OF LOANS BY TYPE

(Excludes Loans Held for Sale)

(In Thousands)

**** September 30, **** June 30, **** December 31, **** September 30,
2024 2024 2023 2023
Commercial real estate - non-owner occupied:
Non-owner occupied $ 470,383 $ 489,514 $ 499,104 $ 503,434
Multi-family (5 or more) residential 87,487 67,154 64,076 61,061
1-4 Family - commercial purpose 163,233 167,296 174,162 172,792
Total commercial real estate - non-owner occupied 721,103 723,964 737,342 737,287
Commercial real estate - owner occupied 266,477 267,169 237,246 231,112
All other commercial loans:
Commercial and industrial 93,205 77,339 78,832 80,960
Commercial lines of credit 128,461 130,924 117,236 122,189
Political subdivisions 85,479 89,460 79,031 80,415
Commercial construction and land 105,255 114,162 104,123 91,014
Other commercial loans 19,585 19,221 20,471 21,125
Total all other commercial loans 431,985 431,106 399,693 395,703
Residential mortgage loans:
1-4 Family - residential 383,482 383,494 389,262 385,777
1-4 Family residential construction 23,947 26,330 24,452 24,236
Total residential mortgage 407,429 409,824 413,714 410,013
Consumer loans:
Consumer lines of credit (including HELCs) 43,624 42,325 41,503 37,736
All other consumer 22,146 18,819 18,641 18,819
Total consumer 65,770 61,144 60,144 56,555
Total 1,892,764 1,893,207 1,848,139 1,830,670
Less: allowance for credit losses on loans (20,442) (20,382) (19,208) (18,085)
Loans, net $ 1,872,322 $ 1,872,825 $ 1,828,931 $ 1,812,585

7

NON-OWNER OCCUPIED COMMERCIAL REAL ESTATE

(In Thousands)

Loan Type September 30, % of Non-owner % of
2024 Occupied CRE Total Loans
Office $ 96,241 20.5 % 5.1 %
Retail 94,773 20.1 % 5.0 %
Industrial 82,946 17.6 % 4.4 %
Hotels 72,491 15.4 % 3.8 %
Mixed Use 60,800 12.9 % 3.2 %
Other 63,132 13.4 % 3.3 %
Total Non-owner Occupied CRE Loans $ 470,383
Total Gross Loans $ 1,892,764

PAST DUE LOANS AND NONPERFORMING ASSETS

(Dollars In Thousands)

**** September 30, **** **** June 30, **** December 31, **** September 30, ****
2024 2024 2023 2023 ****
Loans individually evaluated with a valuation allowance $ 1,622 $ 6,613 $ 7,786 $ 7,861
Loans individually evaluated without a valuation allowance 18,069 8,567 3,478 4,146
Total individually evaluated loans $ 19,691 $ 15,180 $ 11,264 $ 12,007
Total loans past due 30-89 days and still accruing $ 15,906 $ 3,088 $ 9,275 $ 3,675
Nonperforming assets:
Total nonaccrual loans $ 24,401 $ 19,579 $ 15,177 $ 15,501
Total loans past due 90 days or more and still accruing 56 20 3,190 1,292
Total nonperforming loans 24,457 19,599 18,367 16,793
Foreclosed assets held for sale (real estate) 181 181 478 633
Total nonperforming assets $ 24,638 $ 19,780 $ 18,845 $ 17,426
Total nonperforming loans as a % of total loans 1.29 % 1.04 % 0.99 % 0.92 %
Total nonperforming assets as a % of assets 0.92 % 0.76 % 0.75 % 0.70 %
Allowance for credit losses as a % of total loans 1.08 % 1.08 % 1.04 % 0.99 %

ANALYSIS OF THE ALLOWANCE FOR CREDIT LOSSES ON LOANS

(In Thousands)

**** 3 Months **** 3 Months **** 3 Months **** 9 Months **** 9 Months
Ended Ended Ended Ended Ended
September 30, June 30, September 30, September 30, September 30,
2024 2024 2023 2024 2023
Balance, beginning of period $ 20,382 $ 20,023 $ 19,056 $ 19,208 $ 16,615
Adoption of ASU 2016-13 (CECL) 0 0 0 0 2,104
Charge-offs (1,268) (236) (98) (1,684) (299)
Recoveries 31 29 60 95 74
Net charge-offs (1,237) (207) (38) (1,589) (225)
Provision (credit) for credit losses on loans 1,297 566 (933) 2,823 (409)
Balance, end of period $ 20,442 $ 20,382 $ 18,085 $ 20,442 $ 18,085

​ 8

ANALYSIS OF THE PROVISION (CREDIT) FOR CREDIT LOSSES

(In Thousands)

3 Months 3 Months 3 Months 9 Months 9 Months
Ended Ended Ended Ended Ended
September 30, June 30, September 30, September 30, September 30,
2024 2024 2023 2024 2023
Provision (credit) for credit losses:
Loans receivable $ 1,297 $ 566 $ (933) $ 2,823 $ (409)
Off-balance sheet exposures (90) (1) (292) (97) (356)
Total provision (credit) for credit losses $ 1,207 $ 565 $ (1,225) $ 2,726 $ (765)

PPNR NON- GAAP RECONCILIATION

(In Thousands)

Three Months Ended Nine Months Ended
September 30, June 30, September 30, September 30, September 30,
Calculation of PPNR: 2024 2024 2023 2024 2023
Net Income (GAAP) $ 6,365 $ 6,113 $ 7,591 $ 17,784 $ 19,887
Add: Provision for income taxes 1,448 1,366 1,846 3,966 4,674
Add: Provision (credit) for credit losses 1,207 565 (1,225) 2,726 (765)
Add: Realized losses (gains) on available-for-sale securities debt securities 0 0 0 0 (6)
Add: Adjustments to reflect net interest income on a fully taxable-equivalent basis 205 202 212 602 720
PPNR (non-GAAP) $ 9,225 $ 8,246 $ 8,424 $ 25,078 $ 24,510

​ 9

COMPARISON OF INTEREST INCOME AND EXPENSE

(In Thousands)

**** Three Months Ended Nine Months Ended
September 30, June 30, September 30, September 30, September 30,
2024 2024 2023 2024 2023
INTEREST INCOME
Interest-bearing due from banks $ 1,622 $ 516 $ 345 $ 2,521 $ 932
Available-for-sale debt securities:
Taxable 2,136 2,137 2,077 6,409 6,440
Tax-exempt 638 626 681 1,887 2,161
Total available-for-sale debt securities 2,774 2,763 2,758 8,296 8,601
Loans receivable:
Taxable 28,099 27,490 25,526 82,292 72,314
Tax-exempt 749 730 683 2,149 2,101
Total loans receivable 28,848 28,220 26,209 84,441 74,415
Other earning assets 48 29 18 93 40
Total Interest Income 33,292 31,528 29,330 95,351 83,988
INTEREST EXPENSE
Interest-bearing deposits:
Interest checking 3,240 2,836 2,360 8,882 4,859
Money market 2,159 1,917 1,669 6,256 3,654
Savings 50 52 60 157 186
Time deposits 4,963 4,509 3,175 13,322 6,894
Total interest-bearing deposits 10,412 9,314 7,264 28,617 15,593
Borrowed funds:
Short-term 184 360 677 1,141 2,918
Long-term - FHLB advances 1,983 1,855 1,164 5,294 2,901
Senior notes, net 120 120 120 360 359
Subordinated debt, net 232 232 230 695 691
Total borrowed funds 2,519 2,567 2,191 7,490 6,869
Total Interest Expense 12,931 11,881 9,455 36,107 22,462
Net Interest Income $ 20,361 $ 19,647 $ 19,875 $ 59,244 $ 61,526

Note: Interest income from tax-exempt securities and loans has been adjusted to a fully taxable-equivalent basis, using C&N’s marginal federal income tax rate of 21%. The following table is a reconciliation of net interest income under U.S. GAAP as compared to net interest income as adjusted to a fully taxable-equivalent basis.

(In Thousands) Three Months Ended Nine Months Ended
September 30, June 30, September 30, September 30, September 30,
2024 2024 2023 2024 2023
Net Interest Income Under U.S. GAAP $ 20,156 $ 19,445 $ 19,663 $ 58,642 $ 60,806
Add: fully taxable-equivalent interest income adjustment from tax-exempt securities 66 67 84 202 314
Add: fully taxable-equivalent interest income adjustment from tax-exempt loans 139 135 128 400 406
Net Interest Income as adjusted to a fully taxable-equivalent basis $ 20,361 $ 19,647 $ 19,875 $ 59,244 $ 61,526

​ 10

ANALYSIS OF AVERAGE DAILY BALANCES AND RATES

(Dollars in Thousands)

**** 3 Months **** **** 3 Months 3 Months
Ended Rate of Ended Rate of Ended Rate of ****
9/30/2024 Return/ 6/30/2024 Return/ 9/30/2023 Return/ ****
Average Cost of Average Cost of Average Cost of ****
Balance Funds % Balance Funds % Balance Funds %
EARNING ASSETS
Interest-bearing due from banks $ 119,885 5.38 % $ 43,139 4.81 % $ 31,729 4.31 %
Available-for-sale debt securities, at amortized cost:
Taxable 336,246 2.53 % 343,971 2.50 % 379,709 2.17 %
Tax-exempt 113,514 2.24 % 112,921 2.23 % 124,435 2.17 %
Total available-for-sale debt securities 449,760 2.45 % 456,892 2.43 % 504,144 2.17 %
Loans receivable:
Taxable 1,797,224 6.22 % 1,792,556 6.17 % 1,729,972 5.85 %
Tax-exempt 91,246 3.27 % 90,830 3.23 % 87,026 3.10 %
Total loans receivable 1,888,470 6.08 % 1,883,386 6.03 % 1,816,998 5.72 %
Other earning assets 3,076 6.21 % 2,176 5.36 % 1,468 4.86 %
Total Earning Assets 2,461,191 5.38 % 2,385,593 5.32 % 2,354,339 4.94 %
Cash 24,987 22,396 22,068
Unrealized loss on securities (47,806) (56,765) (63,110)
Allowance for credit losses (20,643) (20,290) (19,540)
Bank-owned life insurance 50,470 50,018 31,559
Bank premises and equipment 21,793 21,994 21,132
Intangible assets 54,730 54,827 55,125
Other assets 73,320 89,859 74,483
Total Assets $ 2,618,042 $ 2,547,632 $ 2,476,056
INTEREST-BEARING LIABILITIES
Interest-bearing deposits:
Interest checking $ 543,288 2.37 % $ 517,145 2.21 % $ 512,074 1.83 %
Money market 356,487 2.41 % 340,038 2.27 % 340,618 1.94 %
Savings 198,312 0.10 % 207,530 0.10 % 232,240 0.10 %
Time deposits 485,708 4.07 % 457,885 3.96 % 406,436 3.10 %
Total interest-bearing deposits 1,583,795 2.62 % 1,522,598 2.46 % 1,491,368 1.93 %
Borrowed funds:
Short-term 15,038 4.87 % 27,732 5.22 % 49,157 5.46 %
Long-term - FHLB advances 181,075 4.36 % 175,373 4.25 % 119,395 3.87 %
Senior notes, net 14,875 3.21 % 14,856 3.25 % 14,808 3.22 %
Subordinated debt, net 24,787 3.72 % 24,759 3.77 % 24,676 3.70 %
Total borrowed funds 235,775 4.25 % 242,720 4.25 % 208,036 4.18 %
Total Interest-bearing Liabilities 1,819,570 2.83 % 1,765,318 2.71 % 1,699,404 2.21 %
Demand deposits 500,859 493,922 498,724
Other liabilities 29,226 29,972 30,749
Total Liabilities 2,349,655 2,289,212 2,228,877
Stockholders' equity, excluding accumulated other comprehensive loss 305,808 302,758 296,577
Accumulated other comprehensive loss (37,421) (44,338) (49,398)
Total Stockholders' Equity 268,387 258,420 247,179
Total Liabilities and Stockholders' Equity $ 2,618,042 $ 2,547,632 $ 2,476,056
Interest Rate Spread 2.55 % 2.61 % 2.73 %
Net Interest Income/Earning Assets 3.29 % 3.31 % 3.35 %
Total Deposits (Interest-bearing and Demand) $ 2,084,654 $ 2,016,520 $ 1,990,092

(1)Annualized rates of return on tax-exempt securities and loans are presented on a fully taxable-equivalent basis, using C&N’s marginal federal income tax rate of 21%.

(2) Nonaccrual loans have been included with loans for the purpose of analyzing net interest earnings.
(3) Rates of return on earning assets and costs of funds have been presented on an annualized basis.
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ANALYSIS OF AVERAGE DAILY BALANCES AND RATES

(Dollars in Thousands)

**** 9 Months **** 9 Months
Ended Rate of Ended Rate of ****
9/30/2024 Return/ 9/30/2023 Return/ ****
Average Cost of Average Cost of ****
Balance Funds % **** Balance Funds% ****
EARNING ASSETS
Interest-bearing due from banks $ 65,449 5.15 % $ 31,076 4.01 %
Available-for-sale debt securities, at amortized cost:
Taxable 342,677 2.50 % 395,070 2.18 %
Tax-exempt 113,267 2.23 % 127,530 2.27 %
Total available-for-sale debt securities 455,944 2.43 % 522,600 2.20 %
Loans receivable:
Taxable 1,787,982 6.15 % 1,687,593 5.73 %
Tax-exempt 89,094 3.22 % 89,645 3.12 %
Total loans receivable 1,877,076 6.01 % 1,777,238 5.60 %
Other earning assets 2,215 5.61 % 1,332 4.02 %
Total Earning Assets 2,400,684 5.31 % 2,332,246 4.81 %
Cash 22,619 22,475
Unrealized loss on securities (51,792) (59,921)
Allowance for credit losses (20,141) (18,472)
Bank-owned life insurance 51,647 31,413
Bank premises and equipment 21,858 21,262
Intangible assets 54,827 55,227
Other assets 81,988 70,369
Total Assets $ 2,561,690 $ 2,454,599
INTEREST-BEARING LIABILITIES
Interest-bearing deposits:
Interest checking $ 525,179 2.26 % $ 477,751 1.36 %
Money market 353,142 2.37 % 344,527 1.42 %
Savings 206,344 0.10 % 245,483 0.10 %
Time deposits 457,662 3.89 % 365,174 2.52 %
Total interest-bearing deposits 1,542,327 2.48 % 1,432,935 1.45 %
Borrowed funds:
Short-term 29,086 5.24 % 75,978 5.13 %
Long-term - FHLB advances 166,454 4.25 % 103,817 3.74 %
Senior notes, net 14,857 3.24 % 14,790 3.25 %
Subordinated debt, net 24,759 3.75 % 24,648 3.75 %
Total borrowed funds 235,156 4.25 % 219,233 4.19 %
Total Interest-bearing Liabilities 1,777,483 2.71 % 1,652,168 1.82 %
Demand deposits 492,008 523,822
Other liabilities 29,527 28,091
Total Liabilities 2,299,018 2,204,081
Stockholders' equity, excluding accumulated other comprehensive loss 303,209 297,386
Accumulated other comprehensive loss (40,537) (46,868)
Total Stockholders' Equity 262,672 250,518
Total Liabilities and Stockholders' Equity $ 2,561,690 $ 2,454,599
Interest Rate Spread 2.60 % 2.99 %
Net Interest Income/Earning Assets 3.30 % 3.53 %
Total Deposits (Interest-bearing and Demand) $ 2,034,335 $ 1,956,757

(1)Annualized rates of return on tax-exempt securities and loans are presented on a fully taxable-equivalent basis, using C&N’s marginal federal income tax rate of 21%.

(2) Nonaccrual loans have been included with loans for the purpose of analyzing net interest earnings.
(3) Rates of return on earning assets and costs of funds have been presented on an annualized basis.
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COMPARISON OF NONINTEREST INCOME

(In Thousands)

**** Three Months Ended Nine Months Ended
September 30, June 30, September 30, September 30, September 30,
2024 2024 2023 2024 2023
Trust revenue $ 1,946 $ 2,014 $ 1,919 $ 5,857 $ 5,500
Brokerage and insurance revenue 523 527 394 1,589 1,189
Service charges on deposit accounts 1,546 1,472 1,443 4,336 4,121
Interchange revenue from debit card transactions 1,103 1,089 1,098 3,205 3,115
Net gains from sales of loans 360 235 237 786 450
Loan servicing fees, net 74 130 154 434 466
Increase in cash surrender value of life insurance 458 444 160 1,372 450
Other noninterest income 1,123 1,943 1,084 4,083 3,442
Total noninterest income, excluding realized gains<br>(losses) on securities, net $ 7,133 $ 7,854 $ 6,489 $ 21,662 $ 18,733

COMPARISON OF NONINTEREST EXPENSE

(In Thousands)

**** Three Months Ended Nine Months Ended
**** September 30, June 30, September 30, September 30, September 30,
2024 2024 2023 2024 2023
Salaries and employee benefits $ 10,875 $ 11,023 $ 10,878 $ 33,460 $ 33,082
Net occupancy and equipment expense 1,377 1,333 1,268 4,160 3,993
Data processing and telecommunications expenses 1,882 2,003 1,823 5,877 5,659
Automated teller machine and interchange expense 510 473 504 1,470 1,374
Pennsylvania shares tax 433 434 403 1,300 1,210
Professional fees 555 552 487 1,625 1,988
Other noninterest expense 2,637 3,437 2,577 7,936 8,443
Total noninterest expense $ 18,269 $ 19,255 $ 17,940 $ 55,828 $ 55,749

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LIQUIDITY INFORMATION

(In Thousands)

Available Credit Facilities Outstanding Available Total Credit
September 30, June 30, Dec. 31, September 30, June 30, Dec. 31, September 30, June 30, Dec. 31,
2024 2024 2023 2024 2024 2023 2024 2024 2023
Federal Home Loan Bank of Pittsburgh $ 207,858 $ 223,853 $ 189,021 $ 737,284 $ 719,722 $ 737,824 $ 945,142 $ 943,575 $ 926,845
Federal Reserve Bank Discount Window 0 0 0 18,602 18,884 19,982 18,602 18,884 19,982
Other correspondent banks 0 0 0 75,000 75,000 75,000 75,000 75,000 75,000
Total credit facilities $ 207,858 $ 223,853 $ 189,021 $ 830,886 $ 813,606 $ 832,806 $ 1,038,744 $ 1,037,459 $ 1,021,827

Uninsured Deposits Information September 30, June 30, December 31,
2024 2024 2023
Total Deposits - C&N Bank $ 2,152,136 $ 2,074,806 $ 2,030,909
Estimated Total Uninsured Deposits $ 655,569 $ 605,765 $ 592,206
Portion of Uninsured Deposits that are
Collateralized 183,274 158,268 151,031
Uninsured and Uncollateralized Deposits $ 472,295 $ 447,497 $ 441,175
Uninsured and Uncollateralized Deposits as
a % of Total Deposits 21.9 % 21.6 % 21.7 %
Available Funding from Credit Facilities $ 830,886 $ 813,606 $ 832,806
Fair Value of Available-for-sale Debt
Securities in Excess of Pledging Obligations 223,060 238,375 256,058
Highly Liquid Available Funding $ 1,053,946 $ 1,051,981 $ 1,088,864
Highly Liquid Available Funding as a % of
Uninsured Deposits 160.8 % 173.7 % 183.9 %
Highly Liquid Available Funding as a % of
Uninsured and Uncollateralized Deposits 223.2 % 235.1 % 246.8 %

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