8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of theSecurities Exchange Act of 1934

Date of Report (Date of earliest event reported) April 16, 2020

CITIZENS & NORTHERN CORPORATION

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code  (570) 724-3411

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:

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

Indicate by checkmark 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 checkmark 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 8.01.     Other Events

On April 16, 2020, the Company’s Board of Directors declared a cash dividend on its common stock of $0.27 per share. The dividend is payable May 8, 2020 to shareholders of record as of April 27, 2020. The Company also announced it intends to release first quarter 2020 unaudited financial information concurrently with filing its 10-Q as of and for the three-month period ended March 31, 2020, with an expected filing no later than the due date (without extension) of May 15, 2020. The Company announced the dividend and its intended timing for release of first quarter 2020 unaudited financial information in the press release which is attached hereto as Exhibit 99.1 and incorporated herein by reference.

ITEM 9.01.     Financial Statements andExhibits

Exhibit 99.1: Press Release issued by Citizens & Northern Corporation dated April 16, 2020, titled “C&N Declares Dividend and Announces Timing for Release of 1^st^ Quarter 2020 Unaudited Financial Information.”

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned, thereunto duly authorized.

Exhibit 99.1

C&N DECLARES DIVIDEND AND ANNOUNCES TIMING FOR RELEASE OF 1^st^ QUARTER 2020

UNAUDITED FINANCIAL INFORMATION

For Immediate Release:

Wellsboro,PA – Citizens & Northern Corporation (“C&N”) (NASDAQ: CZNC) announced its most recent dividend declaration. C&N’s Board of Directors declared a regular quarterly cash dividend of $0.27 per share. The dividend is payable on May 8, 2020 to shareholders of record as of April 27, 2020. Declaration of the dividend was made at the April 16, 2020 meeting of C&N’s Board of Directors.

C&N also announced it intends to release first quarter 2020 unaudited financial information concurrently with filing its 10-Q as of and for the three-month period ended March 31, 2020, with an expected filing no later than the due date (without extension) of May 15, 2020.

Citizens & Northern Corporation is the parent company of Citizens & Northern Bank, an independent community bank providing complete financial, investment and insurance services through 27 full service offices located in Tioga, Bradford, Sullivan, Lycoming, Potter, Cameron, McKean and Bucks counties in Pennsylvania and in Canisteo and South Hornell, New York. C&N also offers commercial, residential and consumer lending services through offices in York and Warminster in Pennsylvania and Elmira, New York. C&N can be found on the worldwide web at www.cnbankpa.com. The Company’s stock is listed on the NASDAQ Capital Market under the symbol CZNC.

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 Citizens & Northern Corporation’s statement regarding its intended timing for releasing unaudited financial information and filing its 10-Q. 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.