10-K - CZNC - Equibles

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______________ to _________________________.

Commission file number: 0-16084

CITIZENS & NORTHERN CORPORATION

(Exact name of Registrant as specified in its charter)

PENNSYLVANIA	23-2451943
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

90-92 MAIN STREET, WELLSBORO, PA 16901

(Address of principal executive offices) (Zip code)

570-724-3411

(Registrant’s telephone number including area code)

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	CZNC		NASDAQ Capital Market

All values are in US Dollars.

Securities registered pursuant to section 12(g) of the Act: None

Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ◻ No ⌧

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ◻ No ⌧

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ⌧ No ◻

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ⌧ No ◻

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,“ “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ◻ Accelerated filer ⌧ Non-accelerated filer ◻ Smaller reporting company ◻ 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. ◻

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to § 240.10D-1(b). ◻

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ⌧

The aggregate market value of the registrant’s common stock held by non-affiliates at June 30, 2025, the last business day of registrant’s most recently completed second fiscal quarter, was $280,273,757.

The number of shares of common stock outstanding at March 2, 2026 was 17,910,243.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s proxy statement for the annual meeting of its shareholders to be held April 23, 2026 are incorporated by reference into Parts III and IV of this report.

Table of Contents TABLE OF CONTENTS

	Page(s)
Part I:
Item 1. Business	3-5
Item 1A. Risk Factors	5-9
Item 1B. Unresolved Staff Comments	9
Item 1C. Cybersecurity	10-11
Item 2. Properties	11
Item 3. Legal Proceedings	11
Item 4. Mine Safety Disclosure	12
Part II.
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	12-14
Item 6. Reserved	14
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations	14-38
Item 7A. Quantitative and Qualitative Disclosures About Market Risk	39-41
Item 8. Financial Statements and Supplementary Data	42-98
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	99
Item 9A. Controls and Procedures	99
Item 9B. Other Information	100
Part III:
Item 10. Directors, Executive Officers and Corporate Governance	100
Item 11. Executive Compensation	100
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	101
Item 13. Certain Relationships and Related Transactions, and Director Independence	101
Item 14. Principal Accountant Fees and Services	101
Part IV:
Item 15. Exhibits and Financial Statement Schedules	101-101
Signatures	106

Table of Contents PART I

ITEM 1. BUSINESS

Citizens & Northern Corporation (“Corporation”) is a bank holding company whose principal activity is community banking. The Corporation’s principal office is located in Wellsboro, Pennsylvania. The largest subsidiary is Citizens & Northern Bank (“C&N Bank” or the “Bank”). The Corporation’s other wholly-owned subsidiaries are Citizens & Northern Investment Corporation and Bucktail Life Insurance Company (“Bucktail”). Citizens & Northern Investment Corporation was formed in 1999 to engage in investment activities. Bucktail reinsures credit and mortgage life and accident and health insurance on behalf of C&N Bank.

C&N Bank is a Pennsylvania banking institution that was formed by the consolidation of Northern National Bank of Wellsboro and Citizens National Bank of Towanda in 1971. C&N Bank has operated under its current name since May 6, 1975, at which time C&N Bank changed its charter from a national bank to a Pennsylvania bank. The Bank has expanded its presence over the past several decades through a series of mergers as well as by opening new branch and lending offices and providing access to banking services via the internet and through ATMs. At December 31, 2025, the Bank had 35 branch offices, including 28 in the Northern tier/Northcentral region of Pennsylvania, 1 in the Southern tier of New York State, 4 in Southeastern Pennsylvania (3 in Bucks County and 1 in Chester County) and 2 in Southcentral Pennsylvania (York and Lancaster). In addition to its branch locations, the Bank has a lending office in Elmira, New York.

On October 1, 2025, the Corporation completed its previously announced merger with Susquehanna Community Financial, Inc. (“Susquehanna”). Susquehanna was the parent company of Susquehanna Community Bank, with seven banking offices located in Lycoming, Northumberland, Snyder and Union counties in Pennsylvania. Pursuant to the Agreement and Plan of Merger dated April 23, 2025 between the Corporation and Susquehanna, Susquehanna merged with and into the Corporation, with the Corporation as the surviving corporation in the Merger. Immediately following the completion of the Merger, Susquehanna Community Bank, the wholly owned subsidiary of Susquehanna, merged with and into C&N Bank, with C&N Bank surviving. The Corporation issued 2,272,948 shares of common stock to the former Susquehanna stockholders resulting in total merger consideration valued at $44.6 million. Management believes the combination creates additional scale in central Pennsylvania and further diversifies its loan portfolio and funding base, thus increasing resiliency and efficiency.

Since 2019, the Corporation has expanded into Southeastern Pennsylvania by acquisitions and Southcentral Pennsylvania by opening new branches. The Corporation acquired Covenant Financial, Inc. (“Covenant”), effective July 1, 2020. Covenant was the parent company of Covenant Bank, a commercial bank which operated a community bank office in Bucks County, Pennsylvania and another in Chester County, Pennsylvania. The Covenant acquisition followed the 2019 acquisition of Monument Bancorp, Inc. (“Monument”), a commercial bank with offices in Bucks County. In Southcentral Pennsylvania, in 2021, the Corporation converted the lending office in York, Pennsylvania to a full-service branch and established a new branch in Lancaster, Pennsylvania. Mainly as a result of the acquisitions and subsequent growth in the newer markets, the Corporation’s consolidated total assets at December 31, 2025 increased to $3.1 billion, up 89% from the corresponding total at December 31, 2019. Similarly, gross loans of $2.4 billion at December 31, 2025 were up 99% from December 31, 2019 and total deposits of $2.6 billion were up 105% from December 31, 2019.

C&N Bank provides an extensive range of banking services, including deposit and loan products for personal and commercial customers. The Bank also provides wealth management services through its trust department and C&N Financial Services, LLC (“CNFS”). The trust department offers a wide range of financial services, such as 401(k) plans, retirement planning, estate planning, estate settlements and asset management. CNFS, a wholly-owned subsidiary of the Bank, is a licensed insurance agency that provides insurance products to individuals and businesses and through a broker-dealer arrangement, offers mutual funds, annuities, educational savings accounts and other investment products through registered agents. CNFS’s operations are not significant in relation to the total operations of the Corporation.

Northern Tier Holding LLC acquires, holds and disposes of real property acquired by the Bank through foreclosure procedures. C&N Bank is the sole member of Northern Tier Holding LLC.

All phases of the Bank’s business are competitive. The Bank competes with fintech and other online financial institutions, local commercial banks headquartered in our market areas and other commercial banks with branches in our market areas. Many of the online financial institutions and some of the banks that have branches in our market areas are larger in overall size. With respect to lending activities and attracting deposits, the Bank also competes with savings banks, savings and loan associations, insurance companies, regulated small loan companies and credit unions. Also, the Bank competes with mutual funds, exchange-traded funds and other 3

Table of Contents investment vehicles for deposits. C&N Bank competes with insurance companies, investment counseling firms, mutual funds and other business firms and individuals for trust, investment management, brokerage and insurance services. The Bank is generally competitive with all financial institutions in our service areas with respect to interest rates paid on time and savings deposits, service charges on deposit accounts and interest rates charged on loans. The Bank serves a diverse customer base and is not economically dependent on any small group of customers or on any individual industry.

At December 31, 2025, C&N Bank had total assets of $3,121,869,000, total deposits of $2,584,952,000 and net loans outstanding of $2,323,317,000.

Most activities of the Corporation and its subsidiaries are regulated by federal or state agencies. Our primary regulatory relationships are as follows:

●	The Corporation is a bank holding company formed under the provisions of Section 3 of the Federal Reserve Act. The Corporation is under the direct supervision of the Federal Reserve and must comply with the reporting requirements of the Bank Holding Company Act of 1956.
●	C&N Bank is a state-chartered, Federal Reserve member bank, supervised by the Federal Reserve Bank of Philadelphia and the Pennsylvania Department of Banking and Securities.
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●	The Pennsylvania Department of Insurance regulates CNFS’s insurance activities. Brokerage products are offered through third party networking agreements.
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●	Bucktail is incorporated in the state of Arizona and supervised by the Arizona Department of Insurance.
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A copy of the Corporation’s annual report on Form 10-K, quarterly reports on Form 10-Q, current events reports on Form 8-K, and amendments to these reports, are available, free of charge, through the Corporation’s web site at www.cnbankpa.com. These reports, as well as any amendments thereto, are posted on our website as soon as reasonably practicable after they are electronically filed with the SEC. The information contained on our website or in any websites linked by our website is not a part of this 2025 Annual Report on Form 10-K.

Human Capital

The Corporation’s Board of Directors and executive leadership team have established the following mission, vision and values:

Mission: Creating value through lifelong relationships with our customers, teammates, shareholders and communities.

Vision: Every customer says “C&N is the ONLY bank I need.”

Values: Teamwork, Respect, Responsibility and Accountability, Excellence, Integrity, Client Focus, Have Fun.

We recognize that our ability to create value on a consistent basis is highly dependent upon the effectiveness of our team.

The Corporation’s key human capital management objectives are to attract and retain diverse raw and seasoned talent that fits our values and culture. Our talent strategy focuses on acquiring new employees through branding and outreach programs, developing employees through a robust onboarding program, ongoing training, and performance management, and retaining employees through recognition, engagement, and an attractive total rewards package. At December 31, 2025, the Corporation had 460 full-time equivalent employees.

At C&N Bank, we are committed to creating value through relationships. At the heart of this mission is a promise of excellence in service to all people, as demonstrated by our commitment to equity of opportunity, inclusion and our fostering of a spirit of belonging. We live our values of respect, integrity and excellence by creating access and providing support to help our diverse constituents of customers, teammates, shareholders and communities in achieving their financial goals. We embrace inclusion of all of our stakeholders as an important component of our vision to be the ONLY bank our customers need. 4

Table of Contents

Compensation and Benefits

The Corporation offers competitive compensation to attract and retain talent. Our generous total rewards package includes market-competitive salary, bonuses or sales commissions, short-term and long-term equity incentives, healthcare and retirement benefits, and paid time off. Employees have regular performance reviews and receive salary raises commensurate with performance. Employees have access to a holistic suite of items within our employee assistance program that caters to physical, emotional, and mental wellbeing for the employee and their family.

Training and Development

The Corporation provides a robust training and development program that supports our culture, prepares employees for their immediate role, develops them for long term success at the Bank and supports personal enrichment. We offer functional training, culture building exercises, personal development, C&N Bank history, C&N Bank integration and ongoing technical training throughout each year. Employees also have access to additional educational and development opportunities including tuition reimbursement and certification programs.

Communication and Engagement

At C&N, we believe in the importance of employee communication and engagement. We utilize several methods to foster engagement, including activities such as Employee Recognition programs, Service Anniversary Awards, Bank wide monthly calls, semi-annual Bank wide events, annual employee surveys, focus groups, daily huddles, and the Giving Back, Giving Together community service program. We believe keeping our team well informed, connected, and appreciated adds to the success of our organization.

ITEM 1A. RISK FACTORS

The Corporation is subject to the many risks and uncertainties applicable to all banking companies, as well as risks specific to the Corporation’s geographic locations. Although the Corporation seeks to effectively manage risks, and maintains a level of equity that exceeds the banking regulatory agencies’ thresholds for being considered “well capitalized” (see Note 18 to the consolidated financial statements), management cannot predict the future and cannot eliminate the possibility of credit, operational or other losses. Accordingly, actual results may differ materially from management’s expectations. We believe that the Corporation’s most significant risks and uncertainties are discussed below.

Risk Related to Acquisition Activity – As described in Item 1, the Corporation has completed three acquisitions of banking companies in 2025, 2020 and 2019 (Susquehanna, Covenant and Monument) and expanded its geographic footprint in Northcentral, Southcentral, and Southeastern Pennsylvania. Further, management intends to continue to pursue additional acquisition opportunities. Potential acquisitions may disrupt the Corporation’s business and dilute shareholder value. We regularly evaluate merger and acquisition opportunities and conduct due diligence activities related to possible transactions with other financial institutions and financial service companies. Acquiring other banks, businesses, or branches involves various risks commonly associated with acquisitions, including: potential exposure to unknown or contingent liabilities of the target company, exposure to potential asset quality issues of the target company, difficulty and expense of integrating the operations and personnel of the target company, potential disruption to the Corporation’s business, potential diversion of management’s time and attention, the possible loss of key employees and customers of the target company, difficulty in estimating the value of the target company and potential changes in banking or tax laws or regulations that may affect the target company. Acquisitions may involve the payment of a premium over book and market values, and, therefore, some dilution of the Corporation’s tangible book value and earnings per common share may occur in connection with any future transaction. Furthermore, failure to realize the expected revenue projections, cost savings, increases in geographic or product presence, and/or other projected benefits from recent or future acquisitions could have a material adverse effect on the Corporation’s business, financial condition or results of operations.

Credit Risk from Lending Activities - A significant source of risk is the possibility that losses will be sustained because borrowers, guarantors and related parties may fail to perform in accordance with the terms of their loan agreements. Most of the Corporation’s loans are secured, but some loans are unsecured. With respect to secured loans, the collateral securing the repayment of these loans may be insufficient to cover the obligations owed under such loans. A significant portion of such collateral is real estate located in the Corporation's core banking markets. Collateral values may be adversely affected by changes in economic, environmental and other conditions, including declines in the value of real estate, changes in interest rates, changes in monetary and fiscal policies of the federal 5

Table of Contents government, wide-spread disease, terrorist activity, environmental contamination and other external events. A decline in local economic conditions may have a greater effect on the Corporation’s earnings and capital than on the earnings and capital of other financial institutions whose real estate loan portfolios are more geographically diverse. In addition, collateral appraisals that are out of date or that do not meet industry recognized standards may create the impression that a loan is adequately collateralized when it is not. The Corporation has adopted underwriting and credit monitoring procedures and policies, including regular reviews of appraisals and borrower financial statements, that management believes are appropriate to mitigate the risk of loss. Also, as discussed further in the “Provision and Allowance for Credit Losses” section of Management’s Discussion and Analysis, the Corporation uses an expected loss methodology that is referred to as the current expected credit loss (“CECL”) methodology. CECL requires an estimate of credit losses for the remaining estimated life of the financial asset using historical experience, current conditions, and reasonable and supportable forecasts. Such risk management and accounting policies and procedures, however, may not prevent unexpected losses that could have a material adverse effect on the Corporation’s business, financial condition, results of operations or liquidity.

A significant portion of the Corporation's loan portfolio consists of commercial real estate loans, including owner occupied properties, non-owner-occupied properties, and other commercial properties. These types of loans are generally viewed as having more risk of default than residential real estate loans and depend on cash flows from the owner’s business or the property’s tenants to service the debt. The borrower’s cash flows may be affected significantly by general economic conditions, a downturn in the local economy or in occupancy rates in the market where the property is located, or other external events, any of which could increase the likelihood of default. Commercial real estate loans also typically have larger loan balances, and, therefore, the deterioration of one or a few of these loans could cause a significant increase in the percentage of the Corporation's non-performing loans. An increase in non-performing loans could result in a loss of earnings from these loans, an increase in the provision for credit losses for loans, and an increase in charge-offs, all of which could have a material adverse effect on the Corporation's business, financial condition, and results of operations.

Over the past few years, the banking regulatory agencies have expressed concerns about weaknesses in the current commercial real estate market. Banking regulators generally give commercial real estate lending greater scrutiny and may require banks with higher levels of commercial real estate loans to implement enhanced risk management practices, including stricter underwriting, internal controls, risk management policies, more granular reporting, and portfolio stress testing, as well as possibly higher levels of allowances for credit losses and capital levels as a result of commercial real estate lending growth and exposures. If the Corporation's banking regulators determine that our commercial real estate lending activities involve more than customary risk and therefore are subject to such heightened scrutiny, the Corporation may incur significant additional costs or be required to restrict certain of our commercial real estate lending activities. Furthermore, failures in the Corporation's risk management policies, procedures and controls could adversely affect our ability to manage this portfolio going forward and could result in an increased rate of delinquencies in, and increased losses from, this portfolio, which could have a material adverse effect on the Corporation's business, financial condition, and results of operations.

Interest Rate Risk - Business risk arising from changes in interest rates is an inherent factor in operating a banking organization. The Corporation’s assets are predominantly long-term, fixed-rate loans and debt securities. Funding for these assets comes principally from deposits with no stated maturities, term deposits and borrowed funds. Accordingly, there is an inherent risk of lower future earnings or decline in fair value of the Corporation’s financial instruments when interest rates change.

Moreover, the Federal Reserve lowered the Federal Funds rate in 2020 and maintained a rate of 0% to 0.25% throughout 2021 while injecting unusually large amounts of liquidity into the nation’s monetary system. In 2022 and 2023, the Federal Reserve changed course and raised the rate several times to a range of 5.25% to 5.50% at December 31, 2023. The Federal Reserve’s rate increases, along with an accompanying tightening of the money supply, were conducted in an effort to contain inflation. The Federal Reserve lowered the Federal Funds rate twice to a range of 4.25% to 4.50% at December 31, 2024 and continued to lower the Federal Funds rate three times in 2025 to a range of 3.50% to 3.75% at December 31, 2025.

Significant fluctuations in interest rates, including fluctuations in interest rates triggered by the Federal Reserve’s actions, could have a material adverse effect on the Corporation’s business, financial condition, results of operations or liquidity.

Holding Company Liquidity Risk- The Corporation relies on dividends from its subsidiaries for substantially all of its revenue and its ability to make dividends, distributions and other payments.

Limited Geographic Diversification - The Corporation grants commercial, residential and personal loans to customers primarily in the Corporation’s markets of the Northern tier/Northcentral regions of Pennsylvania, Southern tier of New York and Southeastern and 6

Table of Contents Southcentral Pennsylvania. Although the Corporation has a diversified loan portfolio, a significant portion of its debtors’ ability to honor their contracts is dependent on the local economic conditions within these regions. Deterioration in economic conditions could adversely affect the quality of the Corporation’s loan portfolio and the demand for its products and services, and accordingly, could have a material adverse effect on the Corporation’s business, financial condition, results of operations or liquidity.

Competition - All phases of the Corporation’s business are competitive. Some competitors are much larger in total assets and capitalization than the Corporation, have greater access to capital markets and can offer a broader array of financial services. There can be no assurance that the Corporation will be able to compete effectively in its markets. Additionally, the financial services industry is undergoing rapid technological change with frequent introductions of new technology-driven products and services, including those related to artificial intelligence, to technologies that automate functions previously performed manually, facilitate the ability of customers to engage in financial transactions and otherwise enhance the customer experience. Many of these initiatives take a significant amount of time to develop and implement, are tied to critical systems, and require substantial financial, human, and other resources. The investments by larger competitors in these initiatives may be more substantial than those of the Corporation, which may cause the Corporation to lose market share. Although the Corporation, in making such investments, takes steps to mitigate the risks and uncertainties associated with these initiatives, they are not always implemented on time, within budget, or without negative financial, operational, or customer impact and do not always perform as the Corporation or its customers expect. Moreover, costs associated with implementing technology-driven products or other services, or technology-related or other developments increasing the nature or level of competition, could have a material adverse effect on the Corporation’s business, financial condition, results of operations or liquidity.

Inability to Attract and Develop Qualified Personnel – The future success of the Corporation will depend in large part on our ability to attract, develop and retain highly qualified management, lending, financial, technological, marketing, sales, and support personnel. Competition for qualified personnel is intense and we cannot ensure success in attracting or retaining qualified personnel. There may be only a limited number of persons with the requisite skills to serve in these positions, and it may be increasingly difficult for us to hire personnel over time. Our ability to retain key officers and employees may be further impacted by legislation and regulation affecting the financial services industry. For example, legislation and bank regulatory action that places restrictions on executive compensation at, and the pay practices of, financial institutions may further impact our ability to compete for talent with other industries that are not subject to the same limitations as financial institutions. Any inability to attract, develop and retain significant numbers of qualified management and other personnel would have a material adverse effect on our business, results of operations and financial condition.

Cyber Security Risks and Technology Dependence – In the ordinary course of business, the Corporation collects and stores sensitive data, including proprietary business information and personally identifiable information of our customers and employees in systems and on networks. In some cases, this confidential or proprietary information is collected, compiled, processed, transmitted or stored by third parties on our behalf. The secure processing, maintenance and use of this information is critical to operations and our business strategy.

The Corporation has invested in accepted technologies, and continually reviews processes and practices that are designed to protect our networks, computers and data from damage or unauthorized access, and maintains an information security risk insurance policy. On an on-going basis the Corporation assesses its cyber security procedures and controls and performs network penetration tests on at least an annual basis. All employees receive monthly information security awareness training.

Despite these security measures, the Corporation’s computer systems and infrastructure or those of third parties used by us to compile, process or store such information may be vulnerable to attacks by hackers or breached due to employee error, malfeasance, or other disruptions. Financial services institutions and companies engaged in data processing have reported breaches in the security of their websites or other systems, some of which have involved sophisticated and targeted attacks intended to obtain unauthorized access to sensitive information, destroy data, steal financial assets, disable or degrade service, or sabotage systems, often through the introduction of computer viruses or malware, cyber-attacks and other means. Denial of service attacks have been launched against a number of large financial services institutions. The Corporation may be subject to similar attacks in the future. Hacking and identity theft risks could cause serious reputational harm and financial loss to the Corporation. Cyber threats are rapidly evolving and the Corporation may not be able to anticipate or prevent all such attacks. Advancements in the use of artificial intelligence could lead to attacks by exploiting vulnerabilities to manipulate model outputs or bypass security controls. A breach of any kind could compromise systems and the information stored there could be accessed, damaged, locked up, or disclosed. A breach in security could result in legal claims, regulatory penalties, disruption in operations, and damage to the Corporation’s reputation, which could have a material adverse effect on the Corporation’s business, financial condition, results of operations or liquidity. 7

Table of Contents Artificial Intelligence Risks and Challenges - The Corporation or its third-party vendors, clients or counterparties may develop or incorporate artificial intelligence ("AI") technology in certain business processes, services, or products. The development and use of AI presents a number of risks and challenges to the Corporation's business. The legal and regulatory environment relating to AI is uncertain and rapidly evolving, both in the U.S. and internationally, and includes regulatory schemes targeted specifically at AI as well as provisions in intellectual property, privacy, consumer protection, employment, and other laws applicable to the use of AI. These evolving laws and regulations could require changes in the Corporation's implementation of AI technology and increase its compliance costs and the risk of non-compliance. AI models, particularly generative AI models, may produce output or take action that is incorrect, that reflects biases included in the data on which they are trained, that results in the release of private, confidential, or proprietary information, that infringes on the intellectual property rights of others, or that is otherwise harmful. In addition, the complexity of many AI models makes it difficult to understand why they are generating particular outputs. This limited transparency increases the challenges associated with assessing the proper operation of AI models, understanding and monitoring the capabilities of the AI models, reducing erroneous output, eliminating bias, and complying with regulations that require documentation or explanation of the basis on which decisions are made. Further, the Corporation may rely on AI models developed by third parties, and, to that extent, would be dependent in part on the manner in which those third parties develop and train their models, including risks arising from the inclusion of any unauthorized material in the training data for their models and the effectiveness of the steps these third parties have taken to limit the risks associated with the output of their models, matters over which the Corporation may have limited visibility. Any of these risks could expose us to liability or adverse legal or regulatory consequences and harm our reputation and the public perception of our business or the effectiveness of our security measures.

Government Regulation and Monetary Policy - The Corporation and the banking industry are subject to extensive regulation and supervision under federal and state laws and regulations. The requirements and limitations imposed by such laws and regulations limit the way the Corporation conducts its business, undertakes new investments and activities, and obtains financing. These regulations are designed primarily for the protection of the deposit insurance funds and consumers and not to benefit the Corporation’s shareholders. Financial institution regulation has been the subject of significant legislation in recent years and may be the subject of further significant legislation in the future, none of which is in the control of the Corporation. Significant new laws or changes in, or repeals of, existing laws could have a material adverse effect on the Corporation’s business, financial condition, results of operations or liquidity. For example, the regulatory authorities may take actions that could result in decreases in service charge revenue from deposit accounts, including overdraft privilege and other fees. Further, federal monetary policy, particularly as implemented through the Federal Reserve System, significantly affects short-term interest rates and credit conditions, and any unfavorable change in these conditions could have a material adverse effect on the Corporation’s business, financial condition, results of operations or liquidity.

Bank Secrecy Act and Related Laws and Regulations - Laws and regulations relating to the Bank Secrecy Act have significant implications for all financial institutions. In recent years, these laws and regulations have increased due diligence requirements and reporting obligations for financial institutions, created new crimes and penalties, and required the federal banking agencies, in reviewing merger and other acquisition transactions, to consider the effectiveness of the parties to such transactions in combating money laundering activities. Even innocent noncompliance and inconsequential failure to follow the regulations could result in significant fines or other penalties, which could have a material adverse impact on the Corporation’s business, financial condition, results of operations or liquidity.

The Federal Home Loan Bank of Pittsburgh - Through its subsidiary (C&N Bank), the Corporation is a member of the Federal Home Loan Bank of Pittsburgh (FHLB-Pittsburgh), which is one of 11 regional Federal Home Loan Banks. The Corporation has a line of credit with the FHLB-Pittsburgh that is secured by a blanket lien on its loan portfolio. Access to this line of credit is critical if a funding need arises. However, there can be no assurance that the FHLB-Pittsburgh will be able to provide funding when needed, nor can there be assurance that the FHLB-Pittsburgh will provide funds specifically to the Corporation should its financial condition deteriorate and/or regulators prevent that access. The inability to access this source of funds could have a materially adverse effect on the Corporation’s financial flexibility if alternate financing is not available at acceptable interest rates. The failure of the FHLB-Pittsburgh or the FHLB system in general, may materially impair the Corporation’s ability to meet short- and long-term liquidity needs or to meet growth plans.

The Corporation owns common stock of the FHLB-Pittsburgh to qualify for membership in the FHLB system and access services from the FHLB-Pittsburgh. The FHLB-Pittsburgh faces a variety of risks in its operations including interest rate risk, counterparty credit risk, and adverse changes in its regulatory framework. In addition, the 11 Federal Home Loan Banks are jointly liable for the consolidated obligations of the FHLB system. To the extent that one FHLB cannot meet its obligations, other FHLBs can be called upon to make required payments. Such risks affecting the FHLB-Pittsburgh could adversely impact the value of the Corporation’s investment in the common stock of the FHLB-Pittsburgh and/or affect its access to credit. 8

Table of Contents Soundness of Other Financial Institutions - In addition to the FHLB-Pittsburgh, the Corporation maintains other credit facilities that provide it with additional liquidity. These facilities include secured and unsecured borrowings from the Federal Reserve Bank and third-party commercial banks. The Corporation believes that it maintains a strong liquidity position and that it is well positioned to withstand foreseeable market conditions. However, legal agreements with counterparties typically include provisions allowing them to restrict or terminate the Corporation’s access to these credit facilities with or without advance notice and at their sole discretion.

Financial institutions are interconnected because of trading, clearing, counterparty, and other relationships. Financial market conditions have been negatively impacted in the past and such disruptions or adverse changes in the Corporation’s results of operations or financial condition could, in the future, have a negative impact on available sources of liquidity. Such a situation may arise due to circumstances that are outside the Corporation’s control, such as general market disruptions or operational problems affecting the Corporation or third parties. The Corporation’s efforts to monitor and manage liquidity risk may not be successful or sufficient to deal with dramatic or unanticipated reductions in available liquidity. In such events, the Corporation’s cost of funds may increase, thereby reducing net interest income, or the Corporation may need to sell a portion of its securities and/or loan portfolio, which, depending upon market conditions, could necessitate realizing a loss.

Moreover, **** the Corporation is exposed to the risk that when a bank or other financial institution experiences financial difficulties, there could be an adverse “contagion” impact on other banking institutions. For example, the failures of Silicon Valley Bank in California, Signature Bank in New York and First Republic Bank in California in 2023 caused an element of uncertainty in the investor community and among bank customers generally, including, specifically, deposit customers. These types of events may reduce customer confidence and may affect sources of funding and liquidity, increase regulatory requirements and costs, adversely affect financial markets and/or have negative reputational ramifications for institutions in the banking industry, including, possibly, the Corporation.

Securities Markets – The fair value of the Corporation’s available-for-sale debt securities, as well as the revenues the Corporation earns from its wealth management services, are sensitive to price fluctuations and market events.

Declines in the values of the Corporation’s securities holdings, combined with adverse changes in the expected cash flows from these investments, would negatively impact their value for liquidity management purposes and could result in the recording of an allowance for credit losses. At December 31, 2025, the fair value of the Corporation’s available-for-sale debt securities portfolio was $506.6 million, or 5.5% less than the amortized cost basis. The unrealized decrease in fair value was consistent with the increases in market interest rates that occurred subsequent to the purchases of the securities, and no allowance for credit losses was required on available-for-sale debt securities in an unrealized loss position at December 31, 2025. Further increases in interest rates would cause the fair value of the available-for-sale debt securities portfolio to decrease further. For additional information regarding debt securities, see the “Securities” section of Management’s Discussion and Analysis and Note 7 to the consolidated financial statements.

The Corporation’s trust revenue is determined, in part, from the value of the underlying investment portfolios. Accordingly, if the values of those investment portfolios decrease, whether due to factors influencing U.S. or international securities markets, in general, or otherwise, the Corporation’s revenue could be negatively impacted. In addition, the Corporation’s ability to sell its brokerage services is dependent, in part, upon consumers’ level of confidence in securities markets.

Mortgage Banking – The Corporation originates and sells residential mortgage loans to the secondary market through the MPF Xtra and MPF Original programs. Both of these programs are administered by the Federal Home Loan Banks of Pittsburgh and Chicago. At December 31, 2025, the total outstanding balance of residential mortgages sold and serviced through the two programs amounted to $450,120,000. The Corporation must strictly adhere to the MPF Xtra and MPF Original program guidelines for origination, underwriting and servicing loans, and failure to do so may result in the Corporation being forced to repurchase loans or being dropped from the program. As of December 31, 2025, the total outstanding balance of residential mortgage loans the Corporation has repurchased as a result of identified instances of noncompliance amounted to $2,598,000. If the volume of such forced repurchases of loans were to increase significantly, or if the Corporation were to be dropped from the programs, it could have a material adverse effect on the Corporation’s business, financial condition, results of operations or liquidity.

ITEM 1B . UNRESOLVED STAFF COMMENTS

Not applicable.

Table of Contents ITEM 1C. CYBE RSECURITY

Risk Management and Strategy- **** The Corporation’s cybersecurity risk management program is designed to assess, identify, and manage material risks from cybersecurity threats and is an integral part of the overall risk management program. Cybersecurity risk includes exposure to failures or interruptions of service or security breaches resulting from malicious technological attacks that impact the confidentiality, integrity, or availability of our or third parties’ operations, systems, or data. The Corporation assesses its cyber security procedures and controls on an on-going basis as safeguarding its systems and data is critical to its operations and business strategy.

The Corporation uses third-party vendors, including a managed security service provider, to assist in monitoring, detecting, and managing cyber threats. The Board of Directors has established risk management guidelines for third-party vendors. Further, the Corporation conducts due diligence reviews of third-party vendors before contracts or agreements for provision of services are signed and conducts ongoing due diligence and oversight procedures with the frequency of the procedures determined based on a risk assessment of the services provided. The Corporation generally has agreements in place with its service providers that include requirements related to cybersecurity and data privacy. Due diligence and oversight procedures may include, but are not limited to, reviews of financial information, internal control reports, business continuity and disaster recovery plans, and information security and cyber security policies and associated tests of effectiveness. The Corporation cannot guarantee, however, that such agreements, due diligence, and oversight procedures will prevent a cyber incident from impacting our systems or information. Additionally, the Corporation may not be able to obtain adequate or any reimbursement from its insurance coverage or from its service providers in the event it should suffer any such incidents. Due to applicable laws and regulations or contractual obligations, the Corporation may be held responsible for cyber incidents attributed to its service providers in relation to any data that the Corporation shares with them.

During 2025, the Corporation did not experience a cybersecurity threat or incident that has materially affected or is reasonably likely to materially affect the Corporation, including its business strategy, results of consolidated operations or financial condition. Refer to the risk factor captioned “Cyber Security Risks and Technology Dependence” in Part I, Item 1A. “Risk Factors” for additional information.

Governance- The Board of Directors provides oversight of the risk management program and setting the Corporation’s cyber risk profile, which includes risks from cybersecurity threats, enterprise cyber strategy, and key cyber initiatives. The Board has appointed a Risk Management Committee currently made up of six members of the Board with governance and oversight of the Corporation’s enterprise-wide risk management program. The members of the Risk Management Committee collectively have years of business management and professional experience in the banking industry and other industries including exposure to cyber risk management considerations. The Board also meets with our internal and external auditors, and federal and state regulators to review and discuss reports on risk, examination, and regulatory compliance matters. In fulfilling its role, the Risk Management Committee is actively engaged with management regarding cyber security procedures and controls to manage and mitigate cybersecurity-related risks. Management provides at least quarterly information security reports to the Risk Management Committee who provides a report to the Board of its discussions and decisions. These reports to the Risk Management Committee address management’s efforts to monitor, detect and prevent cyber threats. In addition, the Board of Directors is engaged, as needed, in accordance with the Incident Response Plan.

The Corporation has an information security program that is primarily managed by the Information Security Department, which is led by the Chief Risk Management Officer and the Director of Information Security and supported by the Information Technology Operations Department, which is led by the Chief Information Officer. The Information Security Department is led by the Director of Information Security, and is responsible for day-to-day management of the information security program including system monitoring, vulnerability scans, employee security training including phishing exercises, security controls, and building strong relationships with security vendors. The Chief Risk Management Officer, the Chief Information Officer, the Director of Information Security and the other members of the Information Security Department are qualified by years of experience, post-secondary education, industry certifications and regular continuing education. A network penetration test and vulnerability assessment are performed at a minimum annually by a third-party vendor. The information security committee is the management committee responsible for the oversight of the information security program and is also responsible for policy development and information security risk assessment. This committee meets at least quarterly to discuss and review the information security program. The information security program is updated at least annually and the Board of Directors, with input from the Risk Management Committee, approves all material changes.

Table of Contents The Corporation has an Incident Response Plan that provides a documented guideline for handling potential threats and taking appropriate measures including timely notification and escalation to executive leadership and the Board of Directors. The Incident Response Plan is managed by the Incident Response Team which includes the Director of Information Security, Chief Risk Management Officer, Chief Information Officer, and other essential members of management. The Incident Response Plan is reviewed and tested at least annually.

ITEM 2. PROPERTIES

A summary of the Corporation’s operating properties is as follows:


	Number	Number of	Number of
	of	Owned	Leased
	Locations	Properties	Properties
Branches	35	29	6
Limited Purpose Office-Lending	1	1	0
Administrative/Multi-purpose	4	2	2
Total	40	32	8

ITEM 3. LEGAL PROCEEDINGS

Class Action Litigation

On March 27, 2024, a putative class action lawsuit was filed in the US District Court for the Western District of Texas by investors in a purported Ponzi scheme operated by two individuals, one of whom maintained accounts at C&N Bank. The plaintiffs sued C&N Bank, along with another bank, and additional law firm and accounting firm defendants. The case was styled Goldovsky, et al. v. Rauld, et al. Plaintiffs asserted claims against C&N Bank and the other bank for aiding and abetting alleged violations of the Texas Securities Act, and additional claims against the legal and accounting professionals for statutory fraud, common law fraud, negligent misrepresentation, and knowing participation in breach of fiduciary duty.

C&N Bank filed motions to dismiss the Texas case for wont of personal jurisdiction and failure to state a claim. The Plaintiffs responded to those motions. By order of the District Court judge dated March 27, 2025, C&N Bank’s motion to dismiss for wont of personal jurisdiction was granted.

Plaintiffs filed an application for certification of the Texas suit as a class action. On October 16, 2025, the District Court in Texas issued an order denying the plaintiffs’ motion for class certification.

On May 23, 2025, C&N Bank was served with a complaint filed by Goldovsky, et al in the US District Court for the Middle District of Pennsylvania. The complaint was predicated upon Texas securities law, alleging substantially the same facts and asserting the same legal arguments as in the Texas case. C&N Bank filed motions to dismiss the Pennsylvania case. Plaintiffs filed a motion to certify the case as class action. C&N Bank filed its response brief in opposition to class certification in the Pennsylvania case on October 22, 2025. On December 30, 2025, the US District Judge for the Middle District of Pennsylvania issued an order dismissing the case with prejudice on the grounds that the complaint was filed after the statute of limitations had run. Plaintiffs had until January 29, 2026 to file a timely notice of appeal. No such notice was filed.

C&N Bank believes that it has substantial defenses against any additional actions the plaintiffs may initiate and intends to defend itself in the event of any such actions. Based on the information available to the Corporation, the Corporation does not believe at this time that a loss is probable in this matter, nor can a range of possible losses be determined. Accordingly, no liability has been recorded for this litigation matter in the accompanying consolidated financial statements. The Corporation’s estimate may change from time to time, and actual losses could vary.

The Corporation and the Bank are involved in various legal proceedings incidental to their business. Management believes the aggregate liability, if any, resulting from such pending and threatened legal proceedings will not have a material adverse effect on the Corporation’s financial condition or results of operations.

Table of Contents ITEM 4. MINE SAFETY DISCLOSURE

Not applicable.

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

QUARTERLY SHARE DATA

Trades of the Corporation’s stock are executed through various brokers who maintain a market in the Corporation’s stock. The Corporation’s stock is listed on the NASDAQ Capital Market with the trading symbol CZNC. As of December 31, 2025, there were 2,283 shareholders of record of the Corporation’s common stock.

While the Corporation has a history of paying cash dividends, future dividend payments will depend upon the Corporation’s financial condition and future earnings and capital and regulatory requirements. Also, the Corporation and C&N Bank are subject to restrictions on the amount of dividends that may be paid without approval of banking regulatory authorities. These restrictions are described in Note 18 to the consolidated financial statements.

On September 25, 2023, the Corporation announced a new treasury stock repurchase program. Under the program, the Corporation is authorized to repurchase up to 750,000 shares of the Corporation’s common stock, or slightly less than 5% of the Corporation’s issued and outstanding shares at August 4, 2023. The program was effective when publicly announced and will continue thereafter until suspended or terminated by the Board of Directors, in its sole discretion. All shares of common stock repurchased pursuant to the program shall be held as treasury shares and be available for use and reissuance for purposes as and when determined by the Board of Directors including, without limitation, pursuant to the Corporation’s Dividend Reinvestment and Stock Purchase and Sale Plan and its equity compensation program. During the year ended December 31, 2025, 501 shares were repurchased for a total cost of $9,534, at an average price of $19.03 per share. At December 31, 2025, there were 723,465 shares available to be repurchased under the program. As permitted by securities laws and other legal requirements and subject to market conditions and other factors, purchases may be made from time to time in the open market at prevailing prices, or through privately negotiated transactions.

The following table sets forth a summary of purchases by the Corporation, in the open market, of its equity securities during the fourth quarter 2025:


							Total Number of		Maximum
							Shares		Number of
							Purchased		Shares that May
							as Part of		Yet
							Publicly		be Purchased
		Total Number		Average			Announced		Under
		of Shares		Price Paid			Plans		the Plans or
Period		Purchased		per Share			or Programs		Programs
October 1 - 31, 2025		0		$	0		0		723,966
November 1 - 30, 2025		501		$	19.03		501		723,465
December 1 - 31, 2025		0		$	0		0		723,465
Total		501		$	19.03		501

Table of Contents PERFORMANCE GRAPH

Set forth below is a chart comparing the Corporation’s cumulative return to stockholders against the cumulative return of the Russell 2000 Index and the Corporation’s peer group index (the NASDAQ Bank Index) for the five-year period commencing December 31, 2020 and ended December 31, 2025.

The index values are market-weighted dividend-reinvestment amounts, which measure the total return on a $100.00 investment made five years ago. This chart meets Securities & Exchange Commission requirements for showing dividend reinvestment share performance over a five-year period and measures the return to an investor for investing $100.00 into a group of bank stocks and reinvesting any and all dividends into the purchase of more of the same stock for which dividends were paid.


	Period Ending
Index	12/31/20	12/31/21	12/31/22	12/31/23	12/31/24	12/31/25
Citizens & Northern Corporation	100.00	138.06	126.52	131.21	115.22	132.52
Russell 2000 Index	100.00	114.78	91.30	106.71	119.00	134.23
Peer Group (NASDAQ Bank Index)	100.00	142.91	119.65	115.54	139.30	149.15

Table of Contents EQUITY COMPENSATION PLAN INFORMATION

The following table sets forth information concerning the Citizens & Northern 2023 Equity Stock Incentive Plan which was approved by the Corporation’s shareholders in April 2023. The figures shown in the table below are as of December 31, 2025.


				Number of
	Number of	Weighted-		Securities
	Securities to be	average		Remaining
	Issued Upon	Exercise		for Future
	Exercise of	Price of		Issuance Under
	Outstanding	Outstanding		Equity Compen-
	Options	Options		sation Plans
Equity compensation plans approved by shareholders	0	$	N/A	357,936

Equity compensation plans not approved by shareholders	0		N/A	0

More details related to the Corporation’s equity compensation plans are provided in Notes 1 and 13 to the consolidated financial statements.

ITEM 6. RESERVED

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Certain statements in this section and elsewhere in this Annual Report on Form 10-K are forward-looking statements for purposes of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended. Such forward-looking statements may include financial and other projections as well as statements regarding the Corporation that may include future plans, objectives, performance, revenues, growth, profits, operating expenses or the Corporation’s underlying assumptions. Citizens & Northern Corporation and its wholly-owned subsidiaries (collectively, the “Corporation”) intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Reform Act of 1995. Forward-looking statements are not historical facts, are based on certain assumptions and describe future plans, business objectives and expectations, and are generally identifiable by the use of words such as, “may”, “would”, “will”, "should", “likely”, “possibly”, "expect", "anticipate", “intend”, “pro forma”, “estimate”, “target”, “potentially”, “probably”, “outlook”, “predict”, “contemplate”, “continue”, “strategic”, “objective”, “plan”, “forecast”, “project”, “believe” and “goal” or other similar words, phrases or concepts. Persons reading this document are cautioned that such statements are only predictions, and that the Corporation’s actual future results or performance may be materially different. A number of factors could cause our actual results, events or developments, or industry results, to be materially different from any future results, events or developments expressed, implied or anticipated by such forward-looking statements. In addition to factors previously disclosed in the reports filed by the Corporation with the SEC, including the Risk Factors section of this Form 10-K, and those identified elsewhere in this document, the following factors, among others, could cause actual results to differ materially from forward looking statements:

●	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
---	---
●	the potential for adverse developments in the banking industry that could have a negative impact on customer confidence
---	---
●	the possibility that the Corporation’s credit standards and its on-going credit assessment processes might not protect it from significant credit losses
---	---
●	difficulties in integrating the operations of the former Susquehanna. (acquired by the Corporation October 1, 2025)
---	---
●	legislative or regulatory changes
---	---
●	downturn in demand for loan, deposit and other financial services in the Corporation’s market area
---	---
●	increased competition from other banks and non-bank providers of financial services
---	---
●	technological changes and increased technology-related costs
---	---
●	information security breaches or other technology difficulties or failures
---	---
●	changes in, or the application of, generally accepted accounting principles with respect to the presentation of the Corporation’s financial statements
---	---

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●	fraud and cyber malfunction risks as usage of artificial intelligence continues to expand
●	integration efforts between the Corporation and Susquehanna may divert the attention of the management teams of the Corporation and Susquehanna and cause a loss in the momentum of their ongoing businesses
---	---
●	success of the Corporation in Susquehanna’s geographic market area will require the Corporation to attract and retain key personnel in the market and to differentiate the Corporation from its competitors in the market
---	---

These risks and uncertainties should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. All forward-looking statements and information made herein are based on management’s current beliefs and assumptions as of the date of filing of this document. The Corporation does not undertake to update forward-looking statements.

Completion of Merger with Susquehanna Community Financial, Inc.

On October 1, 2025, the Corporation completed its previously announced merger with Susquehanna. Susquehanna was the parent company of Susquehanna Community Bank, with seven banking offices located in Lycoming, Northumberland, Snyder and Union counties in Pennsylvania. Pursuant to the Agreement and Plan of Merger dated April 23, 2025 between the Corporation and Susquehanna, Susquehanna merged with and into the Corporation, with the Corporation as the surviving corporation in the Merger. Immediately following the completion of the Merger, Susquehanna Community Bank, the wholly owned subsidiary of Susquehanna, merged with and into C&N Bank, with C&N Bank surviving. Upon completion of the merger, shareholders of Susquehanna became entitled to exchange each share of Susquehanna common stock owned for 0.80 shares of the Corporation’s common stock. Cash was issued in lieu of fractional shares resulting from the conversion of Susquehanna’s stock. In total, C&N issued approximately 2.3 million shares of common stock to the former Susquehanna stockholders, resulting in total merger consideration valued at $44.6 million and an increase in the Corporation’s stockholders’ equity of $44.4 million, net of equity issuance costs.

In connection with the acquisition, effective October 1, 2025, tangible common book value per share (a non-GAAP ratio- see reconciliation on. page 38) was diluted by $0.56, or 3.6%, as the Corporation recorded goodwill of $10.8 million and a core deposit intangible asset of $10.7 million. Assets acquired included loans valued at $393.6 million, cash and due from banks of $6.1 million, bank-owned life insurance valued at $8.0 million and securities valued at $147.6 million. Liabilities assumed included deposits valued at $501.5 million and short-term borrowings valued at $45.8 million. The assets purchased and liabilities assumed in the acquisition were recorded at their preliminary estimated fair values at the time of closing and may be adjusted for up to one year subsequent to the acquisition.

In November 2025, the Financial Accounting Standards Board issued Accounting Standards Update 2025-08, Financial Instruments – Credit Losses (ASU 2025-08). The Corporation adopted ASU 2025-08 in accounting for the Susquehanna acquisition. Consistent with ASU 2025-08, The Corporation recorded loans receivable at fair value plus an allowance for credit losses of $7.1 million, including allowances totaling $2.6 million on loans with more than insignificant deterioration in credit quality subsequent to origination (“PCD”) loans and an allowance of $4.5 million on non-PCD loans. At acquisition date, the recorded value of loans receivable included PCD loans totaling $23.7 million.

In 2025, the Corporation incurred pre-tax merger-related expenses related to the Susquehanna acquisition of $7,940,000. Merger-related expenses include expenses related to conversion of Susquehanna’s core customer system data into C&N’s core system, severance and legal and other professional expenses. Management believes disclosure of 2025 earnings results, adjusted to exclude the impact of merger-related expenses, net of tax, provides useful information to investors for comparative purposes. The following table provides a reconciliation of the Corporation’s 2025 earnings results under U.S. generally accepted accounting principles (U.S. GAAP) to comparative non-U.S. GAAP results excluding merger-related expenses, net of tax.

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(Dollars in Thousands)	Year Ended
	December 31,
	2025		2024
Calculation of Adjusted Net Income:
Net Income (GAAP) (A)	$	23,427	$	25,958
Add: Merger-related expenses (B)		7,940		0
Less: Tax effect of merger-related expenses (C)		(1,590)		0
Adjusted Net Income (D=A+B-C) - Non-GAAP	$	29,777	$	25,958
Adjusted Net Income Attributable to Common Shares - Non-GAAP	$	29,546	$	25,747

Number of Shares Used in Computation-Basic and Diluted - Non-GAAP		15,949,789		15,262,504
Net Income-Basic and Diluted per Common Share - GAAP	$	1.46	$	1.69
Adjusted Net Income-Basic and Diluted Per Common Share - Non-GAAP	$	1.85	$	1.69

EARNINGS OVERVIEW

2025 vs. 2024

Net income for the year ended December 31, 2025 was $23,427,000 or $1.46 per diluted share, as compared to $25,958,000, or $1.69 per diluted share, for the year ended December 31, 2024. The addition of Susquehanna contributed to growth in net interest income, noninterest income and noninterest expenses. As disclosed in the table above, adjusted earnings (which is a non-GAAP number that excludes the impact of merger-related expenses, net of tax), for the year ended December 31, 2025 were $29,777,000, or $1.85 per diluted share.

Significant variances were as follows:

●	Net interest income totaled $91,853,000 for the year ended December 31, 2025, an increase of $12,738,000 from 2024 including the benefit of three months of income from growth in net earning assets resulting from the Susquehanna merger. Average total loans increased $137,995,000 or 7.3% and average total deposits increased $170,215,000, or 8.3%. Average brokered deposits decreased $50,415,000 to $11,123,000 for the year ended December 31, 2025 from $61,538,000 for the year ended December 31, 2024, while average total borrowed funds decreased $44,254,000. The net interest margin was 3.61% for the year ended December 31, 2025, up from 3.30% in the corresponding period of 2024. The interest rate spread increased 0.38%, as the average rate on interest-bearing liabilities was 0.25% lower while the average yield on earning assets increased 0.13%.
●	For the year ended December 31, 2025, the provision for credit losses was $6,073,000, up from $2,195,000 in 2024. The provision for the year ended December 31, 2025 included the impact of increases in the allowance for credit losses (“ACL”) related to changes in qualitative factors. The ACL increased $11,013,000, to 1.32% of loans receivable at December 31, 2025 as compared to 1.06% at December 31, 2024, including the impact of growth in the loan portfolio, mainly from the Susquehanna acquisition, as well as a net increase related to changes in qualitative factors. For the year ended December 31, 2025, net charge-offs totaled $1,617,000, or 0.08% of average loans receivable as compared to net charge-offs for 2024 of $1,603,000, or 0.09% of average loans receivable.
---	---
●	Noninterest income totaled $30,852,000 for the year ended December 31, 2025, up $1,643,000 from the total for the year ended December 31, 2024 including the impact of $665,000 in noninterest income from the Susquehanna acquisition. Significant variances included the following:
---	---
Ø	Other noninterest income of $5,637,000 increased $407,000 including increases in credit enhancement fees of $117,000, income from merchant services of $66,000, interchange revenue from credit cards of $65,000, income from tax credits related to donations of $51,000 and letter of credit fees of $49,000.
---	---

Ø	Interchange revenue from debit card transactions of $4,623,000 increased $347,000, including an increase in volume-related incentive income.

Ø	Net gains from sale of loans of $1,483,000 increased $325,000, reflecting an increase in volume of residential mortgage loans sold and includes the impact of $146,000 in net gains from sale of loans resulting from the Susquehanna acquisition.

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Ø	Trust revenue of $8,212,000 increased $284,000, consistent with appreciation in the trading prices of many U.S. equity securities and included an increase in estate fees.

●	Noninterest expense, excluding merger-related expenses of $7,940,000, totaled $80,049,000 for the year ended December 31, 2025, an increase of $5,791,000 from the total of $74,258,000 for the year ended December 31, 2024. The increase in noninterest expense included the impact of the Susquehanna acquisition. Other significant variances included the following:
Ø	Salaries and employee benefits expense of $47,386,000 increased $2,456,000, including the impact of the Susquehanna acquisition and an increase of $387,000 in cash and stock-based incentive compensation.
---	---

Ø	Other noninterest expense of $11,535,000 increased $1,174,000. Within this category, other significant variances included the following:
◾	Core deposit intangible amortization expense increased $808,000, including $773,000 related to core deposits assumed from Susquehanna.
---	---
◾	In 2025, there was a reduction in expense associated with the defined benefit postretirement medical benefit plan of $65,000. In comparison, in 2024, there was a reduction in expense of $527,000 related to the defined benefit postretirement medical benefit plan, including a curtailment gain of $469,000.
---	---
◾	Legal fees unrelated to merger activity totaled $299,000 for the year ended December 31, 2025, a decrease of $305,000 from the total for 2024.
---	---
●	The income tax provision of $5,216,000, or 18.2% of pre-tax income for the year ended December 31 2025 decreased $697,000 from $5,913,000, or 18.6% of pre-tax income for the year ended December 31, 2024. The decrease in income tax provision was consistent with the decrease in pre-tax income of $3,228,000.
---	---

2024 vs. 2023

Net income for the year ended December 31, 2024 was $25,958,000, or $1.69 per diluted share, as compared to $24,148,000, or $1.57 per diluted share, for the year ended December 31, 2023. The results for 2023 included the impact of a $1.3 million charge, or $0.08 per diluted share, related to the repositioning of available-for-sale securities and bank-owned life insurance (BOLI).

Significant variances were as follows:

●	Net interest income totaled $79,115,000 for the year ended December 31, 2024, a decrease of $1,285,000 from 2023. The net interest margin was 3.30% in 2024, down from 3.47% in 2023. The interest rate spread decreased 0.32%, as the average rate on interest-bearing liabilities was higher by 0.75% while the average yield on earning assets increased 0.43%. Average total earning assets increased $81,866,000. Average total loans increased $88,973,000 (5.0%) and average total deposits increased $85,644,000 (4.3%).
●	For the year ended December 31, 2024, the provision for credit losses was $2,195,000, compared to $186,000 in 2023. For the year ended December 31, 2024, the provision related to loans receivable included the impact of a net increase in the ACL related to qualitative factors, partially offset by a decrease in total specific allowances on individual loans and decreases in other components of the ACL. The ACL increased $827,000 to 1.06% of loans receivable at December 31, 2024 as compared to 1.04% at December 31, 2023. For the year ended December 31, 2024, net charge-offs totaled $1,603,000, or 0.09% of average loans receivable as compared to $264,000 or 0.01% of average loans receivable for 2023.
---	---
●	Noninterest income totaled $29,209,000 for the year ended December 31, 2024, up $4,792,000 from the year ended December 31, 2023. Significant variances included the following:
---	---
Ø	There were no net gains or losses on available-for-sale debt securities for the year ended December 31, 2024 compared to net losses on available-for-sale debt securities of $3,036,000 for the year ended December 31, 2023. The net losses on available-for-sale debt securities of $3,036,000 for the year ended December 31, 2023 were primarily from sales in the fourth quarter 2023 related to the repositioning of the portfolio.
---	---

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Earnings from the increase in cash surrender value of life insurance of $1,830,000 decreased $873,000 in 2024 from 2023. Included in 2023 was income from a one-time enhancement of $2,100,000 on BOLI purchased in December 2023. Excluding the impact of the income from the enhancement in 2023, earnings from the increase in cash surrender value of life insurance increased $1,227,000 reflecting the increase in the average balance of BOLI to $51,465,000 in 2024 from $31,808,000 in 2023.

Ø	Other noninterest income of $5,230,000 increased $620,000 as dividends on FHLB-Pittsburgh and Federal Reserve stock totaled $1,743,000, an increase of $451,000, and income from tax credits related to donations increased $77,000.

Ø	Brokerage and insurance revenue of $2,271,000 increased $596,000 due to an increase in sales volume.

Ø	Trust revenue of $7,928,000 increased $515,000, 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 $1,158,000 increased $435,000, reflecting an increase in volume of residential mortgage loans sold.

Ø	Service charges on deposit accounts of $5,867,000 increased $300,000 reflecting an increase in volume of fees.
●	Noninterest expense totaled $74,258,000 for the year ended December 31, 2024, an increase of $110,000 from the total for the year ended December 31, 2023. Significant variances included the following:
---	---
Ø	Other noninterest expense of $10,361,000 decreased $872,000. Within this category, significant variances included the following:
---	---
◾	Other operational losses included a net decrease in expense of $407,000 to $98,000 in other losses in 2024 from expense of $505,000 in 2023. Included in 2023 was $427,000 related to a trust department tax compliance matter.
---	---
◾	In 2024, there was a reduction in expense of $527,000 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 2023, there was a reduction in expense associated with the postretirement plan of $19,000.
---	---
◾	Donations expense increased $195,000 from 2023 including an increase of $133,000 in PA Educational Improvement Tax Credit Program donations and $50,000 in 2024 donations to benefit Northern Tier and Northcentral PA communities impacted by storm damage.
---	---

Ø	Professional fees of $2,175,000 decreased $322,000 as 2023 included $389,000 of conversion costs related to a change in Wealth Management platform for providing brokerage and investment advisory services.
Ø	Salaries and employee benefits expense of $44,930,000 increased $735,000, including an increase of $905,000 in cash and stock-based incentive compensation, an increase in base salaries expense of $630,000, or 2.1%, and an increase of $253,000 in wealth management-related commissions while there were decreases in expense related to the Employee Stock Ownership Plan of $579,000, health insurance expense of $361,000 and the Supplemental Executive Retirement Plan of $267,000.
---	---
●	The income tax provision of $5,913,000, or 18.6% of pre-tax income for the year ended December 31, 2024 decreased $422,000 from $6,335,000, or 20.8% of pre-tax income for the year ended December 31, 2023. The higher effective tax rate in 2023 included the net impact of a tax charge of $950,000 related to the initiated surrender of BOLI, partially offset by the non-taxable income of $2,100,000 from the one-time enhancement on the purchase of BOLI.
---	---

More detailed information concerning the Corporation’s earnings results are provided in other sections of Management’s Discussion and Analysis.

CRITICAL ACCOUNTING POLICIES

The presentation of consolidated financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect many of the reported amounts and disclosures. Actual results could differ from these estimates. 18

Table of Contents Business Combinations **** – The Corporation accounts for its mergers and acquisitions using the acquisition method of accounting under the provisions of FASB ASC Topic 805 ("ASC 805"), Business Combinations. Under ASC 805, the assets acquired, including identified intangible assets such as core deposit intangibles and liabilities assumed in a business combination are recognized at their acquisition-date fair value, while transaction costs and restructuring costs associated with the business combination are expensed as incurred. The excess of the merger consideration over the fair value of assets acquired and liabilities assumed, if any, is allocated to goodwill.

The valuations are based upon management’s assumptions of future growth rates, future attrition, discount rates and other relevant factors, which involves a significant level of estimation and uncertainty. In addition, management engaged independent third-party specialists to assist in the development of the fair values of the acquired assets and assumed liabilities. The preliminary estimates of fair values may be adjusted for a period of time subsequent to the acquisition date if new information is obtained about facts and circumstances that existed as of the merger date that, if known, would have affected the measurement of the amounts recognized as of that date. Adjustments would be recorded to goodwill during the current reporting period.

Examples of the impacted acquired assets and assumed liabilities include loans, deposits, identifiable intangible assets and certain other assets and liabilities.

For acquired loans at the merger date, management evaluated and classified loans based upon whether the loans had experienced a more-than-insignificant amount of credit deteriorating since origination. To determine the fair value of the loans, significant estimates and assumptions were applied, including projected cash flows, discount rates, repayment speeds, credit loss severity rates, default rates and realizable collateral values. In November 2025, the Financial Accounting Standards Board issued Accounting Standards Update 2025-08, Financial Instruments – Credit Losses (ASU 2025-08). The Corporation adopted ASU 2025-08 in accounting for the Susquehanna acquisition. Consistent with ASU 2025-08, the Corporation recorded loans receivable at fair value plus an allowance for credit losses of $7.1 million, including allowances totaling $2.6 million on loans with more than insignificant deterioration in credit quality subsequent to origination (“PCD”) loans and an allowance of $4.5 million on non-PCD loans at acquisition.

Allowance for Credit Losses on Loans– A material estimate that is particularly susceptible to significant change is the determination of the allowance for credit losses (ACL) on loans. The Corporation maintains an ACL on loans which represents management’s estimate of expected net charge-offs over the life of the loans. The ACL includes two primary components: (i) an allowance established on loans which share similar risk characteristics collectively evaluated for credit losses (collective basis), and (ii) an allowance established on loans which do not share similar risk characteristics with any loan segment and which are individually evaluated for credit losses (individual basis). Management considers the determination of the ACL on loans to be critical because it requires significant judgment regarding estimates of expected credit losses based on the Corporation’s historical loss experience, current conditions and economic forecasts. Management’s evaluation is based upon a continuous review of the Corporation’s loans, with consideration given to evaluations resulting from examinations performed by regulatory authorities. Notes 1 and 8 to the consolidated financial statements provide an overview of the process management uses for determining the ACL, and additional discussion of the ACL is provided in a separate section of Management’s Discussion and Analysis.

The ACL may increase or decrease due to changes in economic conditions affecting borrowers and macroeconomic variables, including new information regarding existing problem loans, identification of additional problem loans, changes in the fair value of underlying collateral, unforeseen events such as natural disasters and pandemics, and other factors. Because current economic conditions and forecasts can change and future events are inherently difficult to predict, the anticipated amount of estimated credit losses on loans, and therefore the appropriateness of the ACL, could change significantly.

NET INTEREST INCOME

The Corporation’s primary source of operating income is net interest income, which is equal to the difference between the amounts of interest income and interest expense. Tables I, II and III include information regarding the Corporation’s net interest income in 2025, 2024 and 2023. In each of these tables, the amounts of interest income earned on tax-exempt securities and loans have been adjusted to a fully taxable-equivalent basis using the Corporation’s marginal tax rate of 21%. The Corporation believes presentation of net interest income on a fully taxable-equivalent basis provides investors with meaningful information for purposes of comparing returns on tax-exempt securities and loans with returns on taxable securities and loans. Accordingly, the net interest income amounts reflected in these tables exceed the amounts presented in the consolidated financial statements. Fully-taxable-equivalent interest income is reconciled to interest income following Table I. The discussion that follows is based on amounts in the tables. 19

Table of Contents 2025 vs. 2024

Fully taxable equivalent net interest income was $92,735,000 in 2025, $12,801,000 (16.0%) higher than in 2024 including the benefit of three months of income from growth in net earning assets resulting from the Susquehanna merger. Table III shows the net impact of changes in the volume increased net interest income by $6,832,000 and changes in interest rates increased net interest income by $5,969,000. The increase in net interest income reflected an increase in interest income of $11,202,000 and a decrease in interest expense of $1,599,000. As presented in Table II, the Net Interest Margin was 3.61% in 2025, as compared to 3.30% in 2024, and the “Interest Rate Spread” (excess of average rate of return on earning assets over average cost of funds on interest-bearing liabilities) increased to 2.97% in 2025 from 2.59% in 2024. The average yield on earning assets of 5.45% was 0.13% higher in 2025 as compared to 2024, while the average rate on interest bearing liabilities of 2.48% was 0.25% lower in 2025 as compared to 2024. Accretion of acquisition accounting valuation adjustments related to the Susquehanna merger had a positive impact of $789,000 including accretion on loans of $486,000 and $303,000 on time deposits.

INTEREST INCOME AND EARNING ASSETS

Interest income totaled $140,099,000 in 2025, an increase of $11,202,000, or 8.7%, from 2024.

Interest and fees from loans receivable increased $10,242,000 in 2025 as compared to 2024. In 2025, the fully taxable equivalent yield on loans was 6.12%, up from 6.03% in 2024, reflecting the effects of loans acquired from Susquehanna and valued based on current market yields as of October 1, 2025 as well as gradual paydowns on loans originated prior to interest rates rising in 2022 and 2023 with more recent loans originated at higher market rates. Average outstanding loans receivable increased $137,995,000 (7.3%) to $2,019,117,000 in 2025 from $1,881,122,000 in 2024. The increase in average annual loans attributable to Susquehanna was $97,392,000.

Income from interest-bearing due from banks totaled $3,359,000 in 2025, a decrease of $948,000 from 2024. Within this category, the largest asset balance in 2025 and 2024 has been interest-bearing deposits held with the Federal Reserve. The average yield on interest-bearing due from banks decreased to 4.21% in 2025 from 4.97% in 2024. The average balance of interest-bearing due from banks was $79,833,000 in 2025, down from $86,703,000 in 2024.

Interest income from available-for-sale debt securities, on a fully taxable-equivalent basis, increased $1,905,000 in 2025. The average yield on the portfolio increased to 2.78% for 2025 from 2.45% for 2024, and the average balance (at amortized cost) increased $15,534,000. The Susquehanna merger resulted in an initial increase in available-for-sale debt securities of $147,617,000. The majority of these securities were sold, and a significant portion of the proceeds were reinvested in securities contributing to the increase in average balance and yield.

INTEREST EXPENSE AND INTEREST-BEARING LIABILITIES

Interest expense decreased $1,599,000 to $47,364,000 in 2025 from $48,963,000 in 2024.

Interest expense on deposits increased $275,000, as average total deposits (interest-bearing and noninterest-bearing) increased $170,214,000 (8.3%) in 2025 as compared to 2024. The increase in average annual deposit balances included $121,038,000 attributable to the Susquehanna acquisition. The average rate on interest-bearing deposits decreased to 2.29% in 2025 from 2.51% in 2024. Within average deposits, average brokered deposits were $11,123,000 at an average rate of 4.57% in 2025 as compared to $61,537,000 at an average rate of 5.19% in 2024. Average time deposits increased $58,512,000, average interest checking deposits increased $41,761,000, average savings deposits increased $38,120,000, average total balance of money market accounts increased $18,405,000 and the average balance of noninterest bearing demand deposits increased $13,416,000.

Interest expense on borrowed funds decreased $1,874,000 in 2025 as compared to 2024. Interest expense on short-term borrowings of $7,000 in 2025 was down from $1,168,000 in 2024 as the average balance of short-term borrowings decreased to $1,370,000 in 2025 from 22,743,000 in 2024. The average rate on short-term borrowings was 0.51% in 2025 compared to 5.14% in 2024. Interest expense on long-term borrowings (FHLB advances) decreased $720,000 to $6,468,000 in 2025 from $7,188,000 in 2024. The average balance of long-term borrowings was $144,114,000 in 2025, down from an average balance of $167,181,000 in 2024. Borrowings are classified as long-term within the Tables based on their term at origination or assumption in business combinations. The average rate on long-term borrowings was 4.49% in 2025 compared to 4.30% in 2024. 20

Table of Contents 2024 vs. 2023

Fully taxable equivalent net interest income was $79,934,000 in 2024, $1,385,000 (1.7%) lower than in 2023. The decrease in net interest income reflected an increase in interest expense of $15,859,000 and an increase in interest income of $14,474,000. As presented in Table II, the Net Interest Margin was 3.30% in 2024, as compared to 3.47% in 2023, and the “Interest Rate Spread” (excess of average rate of return on earning assets over average cost of funds on interest-bearing liabilities) decreased to 2.59% in 2024 from 2.91% in 2023. The average yield on earning assets of 5.32% was 0.43% higher in 2024 as compared to 2023, while the average rate on interest bearing liabilities of 2.73% was 0.75% higher in 2024 as compared to 2023. Additionally, average total earning assets increased $81,866,000, average total loans increased $88,973,000 (5.0%) and average total deposits increased $85,644,000 (4.3%). Table III shows the net impact of changes in volume of earning assets and interest-bearing liabilities increased net interest income for 2024 over 2023 by $2,539,000, while the net impact of changes in interest rates (primarily increases) decreased net interest income by $3,924,000.

INTEREST INCOME AND EARNING ASSETS

Interest income totaled $128,897,000 in 2024, an increase of $14,474,000, or 12.6%, from 2023.

Interest and fees from loans receivable increased $11,730,000 in 2024 as compared to 2023. In 2024, the fully taxable equivalent yield on loans was 6.03%, up from 5.67% in 2023, reflecting the effects of primarily rising interest rates on new loan originations and floating-rate loans. Average outstanding loans receivable increased $88,973,000 (5.0%) to $1,881,122,000 in 2024 from $1,792,149,000 in 2023. The Corporation experienced growth in commercial real estate and other commercial loans in 2023 and in 2024.

Income from interest-bearing due from banks totaled $4,307,000 in 2024, an increase of $2,928,000 from 2023. Within this category, the largest asset balance in 2024 and 2023 has been interest-bearing deposits held with the Federal Reserve. The average yield on interest-bearing due from banks was 4.97% in 2024, up from 4.22% in 2023. The average balance of interest-bearing due from banks was $86,703,000 in 2024, up from $32,709,000 in 2023. The net increase in average interest-bearing due from banks for 2024 as compared to 2023 reflected net sources of cash from deposit growth, a reduction in average available-for-sale debt securities and an increase in borrowed funds, partially offset by net uses of cash for loan growth and an increase in Bank-Owned Life Insurance.

Interest income from available-for-sale debt securities, on a fully taxable-equivalent basis, decreased $246,000 in 2024 as compared to 2023, as the average balance (at amortized cost) of available-for-sale debt securities decreased $61,916,000 as indicated in Table II. The average yield on available-for-sale debt securities was 2.45% for 2024, up from 2.21% in 2023.

INTEREST EXPENSE AND INTEREST-BEARING LIABILITIES

Interest expense increased $15,859,000 to $48,963,000 in 2024 from $33,104,000 in 2023.

Interest expense on deposits increased $14,967,000, as the average rate on interest-bearing deposits increased to 2.51% in 2024 from 1.66% in 2023. Average total deposits (interest-bearing and noninterest-bearing) increased $85,644,000 (4.3%) in 2024 as compared to 2023. Within average deposits, average brokered deposits were $61,537,000 at an average rate of 5.19% in 2024 as compared to $47,424,000 at an average rate of 4.78% for 2023. Average time deposits increased $84,394,000, average interest checking deposits increased $48,472,000 and the average total balance of money market accounts increased $11,144,000 while average savings deposits decreased $35,631,000 and the average balance of noninterest bearing demand deposits decreased $22,735,000.

Interest expense on borrowed funds increased $892,000 in 2024 as compared to 2023. Interest expense on short-term borrowings in 2024 of $1,168,000 was down from $3,240,000 in 2023 as the average balance of short-term borrowings decreased to $22,743,000 in 2024 from $62,926,000 in 2023. The average rate on short-term borrowings was 5.14% in 2024 compared to 5.15% in 2023. Interest expense on long-term borrowings (FHLB advances) increased $2,958,000 to $7,188,000 in 2024 from $4,230,000 in 2023. The average balance of long-term borrowings was $167,181,000 in 2024, up from an average balance of $110,943,000 in 2023. Borrowings are classified as long-term within the Tables based on their term at origination or assumption in business combinations. The average rate on long-term borrowings was 4.30% in 2024 compared to 3.81% in 2023.

Table of Contents TABLE I - ANALYSIS OF INTEREST INCOME AND EXPENSE


	Year Ended
	December 31,						Increase/(Decrease)
(In Thousands)	2025		2024		2023		2025/2024		2024/2023
INTEREST INCOME
Interest-bearing due from banks	$	3,359	$	4,307	$	1,379	$	(948)	$	2,928
Available-for-sale debt securities:
Taxable		10,420		8,593		8,555		1,827		38
Tax-exempt		2,609		2,531		2,815		78		(284)
Total available-for-sale debt securities		13,029		11,124		11,370		1,905		(246)
Loans receivable:
Taxable		120,597		110,396		98,854		10,201		11,542
Tax-exempt		2,985		2,944		2,756		41		188
Total loans receivable		123,582		113,340		101,610		10,242		11,730
Other earning assets		129		126		64		3		62
Total Interest Income		140,099		128,897		114,423		11,202		14,474

INTEREST EXPENSE
Interest-bearing deposits:
Interest checking		10,869		12,151		7,668		(1,282)		4,483
Money market		8,168		8,589		5,686		(421)		2,903
Savings		1,187		207		243		980		(36)
Time deposits		19,251		18,253		10,636		998		7,617
Total interest-bearing deposits		39,475		39,200		24,233		275		14,967
Borrowed funds:
Short-term		7		1,168		3,240		(1,161)		(2,072)
Long-term - FHLB advances		6,468		7,188		4,230		(720)		2,958
Senior notes, net		483		481		479		2		2
Subordinated debt, net		931		926		922		5		4
Total borrowed funds		7,889		9,763		8,871		(1,874)		892
Total Interest Expense		47,364		48,963		33,104		(1,599)		15,859

Net Interest Income	$	92,735	$	79,934	$	81,319	$	12,801	$	(1,385)

(1)	Interest income from tax-exempt securities and loans has been adjusted to a fully taxable-equivalent basis (a non-GAAP measure), using the Corporation’s marginal federal income tax rate of 21%.
(2)	Fees on loans are included with interest on loans and amounted to $1,726,000 in 2025, $1,927,000 in 2024 and $1,856,000 in 2023.
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(3)	The table that follows 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)	Year Ended
	December 31,						Increase/(Decrease)
	2025		2024		2023		2025/2024		2024/2023
Net Interest Income Under U.S. GAAP	$	91,853	$	79,115	$	80,400	$	12,738	$	(1,285)
Add: fully taxable-equivalent interest income adjustment from tax-exempt securities		317		271		388		46		(117)
Add: fully taxable-equivalent interest income adjustment from tax-exempt loans		565		548		531		17		17
Net Interest Income as adjusted to a fully taxable-equivalent basis - Non-GAAP	$	92,735	$	79,934	$	81,319	$	12,801	$	(1,385)

Table of Contents TABLE II - ANALYSIS OF AVERAGE DAILY BALANCES AND RATES


(Dollars In Thousands)	Year					Year					Year
	Ended		Rate of			Ended		Rate of			Ended		Rate of
	12/31/2025		Return/			12/31/2024		Return/			12/31/2023		Return/
	Average		Cost of			Average		Cost of			Average		Cost of
	Balance		Funds%			Balance		Funds%			Balance		Funds%
EARNING ASSETS
Interest-bearing due from banks	$	79,863		4.21	%	$	86,703		4.97	%	$	32,709		4.22	%
Available-for-sale debt securities, at amortized cost:
Taxable		360,179		2.89	%		340,339		2.52	%		389,456		2.20	%
Tax-exempt		108,815		2.40	%		113,121		2.24	%		125,920		2.24	%
Total available-for-sale debt securities		468,994		2.78	%		453,460		2.45	%		515,376		2.21	%
Loans receivable:
Taxable		1,931,125		6.24	%		1,791,187		6.16	%		1,703,839		5.80	%
Tax-exempt		87,992		3.39	%		89,935		3.27	%		88,310		3.12	%
Total loans receivable		2,019,117		6.12	%		1,881,122		6.03	%		1,792,149		5.67	%
Other earning assets		2,616		4.93	%		2,198		5.73	%		1,383		4.63	%
Total Earning Assets		2,570,590		5.45	%		2,423,483		5.32	%		2,341,617		4.89	%
Cash		22,286					22,209					22,108
Unrealized loss on securities		(39,435)					(49,520)					(63,118)
Allowance for credit losses		(23,484)					(20,294)					(18,498)
Bank-owned life insurance		54,097					51,465					31,808
Bank premises and equipment		22,987					21,765					21,330
Intangible assets		59,745					54,778					55,176
Other assets		76,598					79,220					72,433
Total Assets	$	2,743,384				$	2,583,106				$	2,462,856

INTEREST-BEARING LIABILITIES
Interest-bearing deposits:
Interest checking	$	578,994		1.88	%	$	537,233		2.26	%	$	488,761		1.57	%
Money market		376,679		2.17	%		358,274		2.40	%		347,130		1.64	%
Savings		241,249		0.49	%		203,129		0.10	%		238,760		0.10	%
Time deposits		524,394		3.67	%		465,882		3.92	%		381,488		2.79	%
Total interest-bearing deposits		1,721,316		2.29	%		1,564,518		2.51	%		1,456,139		1.66	%
Borrowed funds:
Short-term		1,370		0.51	%		22,743		5.14	%		62,926		5.15	%
Long-term - FHLB advances		144,114		4.49	%		167,181		4.30	%		110,943		3.81	%
Senior notes, net		14,935		3.23	%		14,865		3.24	%		14,798		3.24	%
Subordinated debt, net		24,890		3.74	%		24,774		3.74	%		24,662		3.74	%
Total borrowed funds		185,309		4.26	%		229,563		4.25	%		213,329		4.16	%
Total Interest-bearing Liabilities.		1,906,625		2.48	%		1,794,081		2.73	%		1,669,468		1.98	%
Demand deposits (noninterest bearing)		506,468					493,052					515,787
Other liabilities		32,650					30,089					29,107
Total Liabilities		2,445,743					2,317,222					2,214,362
Stockholders' equity, excluding accumulated other comprehensive loss		328,061					304,532					297,894
Accumulated other comprehensive loss		(30,420)					(38,648)					(49,400)
Total Stockholders' Equity		297,641					265,884					248,494
Total Liabilities and Stockholders' Equity	$	2,743,384				$	2,583,106				$	2,462,856
Interest Rate Spread				2.97	%				2.59	%				2.91	%
Net Interest Income/Earning Assets				3.61	%				3.30	%				3.47	%

Total Deposits (Interest-bearing and Demand)	$	2,227,784				$	2,057,570				$	1,971,926
Brokered Deposits	$	11,123		4.57	%	$	61,538		5.19	%	$	47,424		4.78	%
(1)	Rates of return on tax-exempt securities and loans are presented on a fully taxable-equivalent basis, using the Corporation’s marginal federal income tax rate of 21%.
---	---
(2)	Nonaccrual loans have been included with loans for the purpose of analyzing net interest earnings.
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Table of Contents TABLE III - ANALYSIS OF VOLUME AND RATE CHANGES


(In Thousands)		Year Ended 12/31/2025 vs. 12/31/2024						.	Year Ended 12/31/2024 vs. 12/31/2023
		Change in		Change in		Total			Change in		Change in		Total
		Volume		Rate		Change			Volume		Rate		Change
EARNING ASSETS
Interest-bearing due from banks		$	(322)	$	(626)	$	(948)		$	2,642	$	286	$	2,928
Available-for-sale debt securities:
Taxable			522		1,305		1,827			(1,153)		1,191		38
Tax-exempt			(98)		176		78			(286)		2		(284)
Total available-for-sale debt securities			424		1,481		1,905			(1,439)		1,193		(246)
Loans receivable:
Taxable			8,722		1,479		10,201			5,209		6,333		11,542
Tax-exempt			(65)		106		41			52		136		188
Total loans receivable			8,657		1,585		10,242			5,261		6,469		11,730
Other earning assets			22		(19)		3			44		18		62
Total Interest Income			8,781		2,421		11,202			6,508		7,966		14,474

INTEREST-BEARING LIABILITIES
Interest-bearing deposits:
Interest checking			894		(2,176)		(1,282)			822		3,661		4,483
Money market			426		(847)		(421)			188		2,715		2,903
Savings			45		935		980			(36)		0		(36)
Time deposits			2,196		(1,198)		998			2,690		4,927		7,617
Total interest-bearing deposits			3,561		(3,286)		275			3,664		11,303		14,967
Borrowed funds:
Short-term			(593)		(568)		(1,161)			(2,064)		(8)		(2,072)
Long-term - FHLB advances			(1,025)		305		(720)			2,363		595		2,958
Senior notes, net			2		0		2			2		0		2
Subordinated debt, net			4		1		5			4		0		4
Total borrowed funds			(1,612)		(262)		(1,874)			305		587		892
Total Interest Expense			1,949		(3,548)		(1,599)			3,969		11,890		15,859

Net Interest Income		$	6,832	$	5,969	$	12,801		$	2,539	$	(3,924)	$	(1,385)
(1)	Changes in income on tax-exempt securities and loans are presented on a fully taxable-equivalent basis, using the Corporation’s marginal federal income tax rate of 21%.
---	---
(2)	The change in interest due to both volume and rates has been allocated to volume and rate changes in proportion to the relationship of the absolute dollar amounts of the change in each.
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Table of Contents NONINTEREST INCOME

TABLE IV - COMPARISON OF NONINTEREST INCOME


(Dollars in Thousands)	Year Ended
	December 31,					$	%
	2025		2024			Change	Change
Trust revenue	$	8,212	$	7,928	$	284	3.6	%
Brokerage and insurance revenue		2,313		2,271		42	1.8	%
Service charges on deposit accounts		5,976		5,867		109	1.9	%
Interchange revenue from debit card transactions		4,623		4,276		347	8.1	%
Net gains from sales of loans		1,483		1,158		325	28.1	%
Loan servicing fees, net		643		649		(6)	(0.9)	%
Increase in cash surrender value of life insurance		1,927		1,830		97	5.3	%
Other noninterest income		5,637		5,230		407	7.8	%
Realized gains on available-for-sale debt securities, net		38		0		38	N/M
Total noninterest income	$	30,852	$	29,209	$	1,643	5.6	%


(Dollars in Thousands)	Year Ended
	December 31,					$	%
	2024		2023			Change	Change
Trust revenue	$	7,928	$	7,413	$	515	6.9	%
Brokerage and insurance revenue		2,271		1,675		596	35.6	%
Service charges on deposit accounts		5,867		5,567		300	5.4	%
Interchange revenue from debit card transactions		4,276		4,160		116	2.8	%
Net gains from sales of loans		1,158		723		435	60.2	%
Loan servicing fees, net		649		602		47	7.8	%
Increase in cash surrender value of life insurance		1,830		2,703		(873)	(32.3)	%
Other noninterest income		5,230		4,610		620	13.4	%
Realized losses on available-for-sale debt securities, net		0		(3,036)		3,036	N/M
Total noninterest income	$	29,209	$	24,417	$	4,792	19.6	%

N/M = Not meaningful

NONINTEREST EXPENSE

TABLE V - COMPARISON OF NONINTEREST EXPENSE


(Dollars in Thousands)	Year Ended
	December 31,					%
	2025		2024		Change	Change
Salaries and employee benefits	$	47,386	$	44,930		5.5	%
Net occupancy and equipment expense		5,860		5,473		7.1	%
Data processing and telecommunications expense		8,742		7,768		12.5	%
Automated teller machine and interchange expense		1,863		1,818		2.5	%
Pennsylvania shares tax		1,904		1,733		9.9	%
Professional fees		2,759		2,175		26.9	%
Other noninterest expense		11,535		10,361		11.3	%
Total noninterest expense, excluding merger-related expenses		80,049		74,258		7.8	%
Merger-related expenses		7,940		0		N/M
Total noninterest expense	$	87,989	$	74,258		18.5	%

All values are in US Dollars.

Table of Contents


(Dollars in Thousands)	Year Ended
	December 31,					%
	2024		2023		Change	Change
Salaries and employee benefits	$	44,930	$	44,195		1.7	%
Net occupancy and equipment expense		5,473		5,357		2.2	%
Data processing and telecommunications expense		7,768		7,582		2.5	%
Automated teller machine and interchange expense		1,818		1,682		8.1	%
Pennsylvania shares tax		1,733		1,602		8.2	%
Professional fees		2,175		2,497		(12.9)	%
Other noninterest expense		10,361		11,233		(7.8)	%
Total noninterest expense	$	74,258	$	74,148		0.1	%

All values are in US Dollars.

Additional detailed information concerning fluctuations in the Corporation’s earnings results and other financial information are provided in other sections of Management’s Discussion and Analysis.

INCOME TAXES

The effective income tax rate was 18.2% of pre-tax income in 2025, down from 18.6% in 2024 and 20.8% in 2023. Tax-exempt interest income and income from BOLI contributed to the effective rate being lower than the federal statutory rate in 2023 through 2025.The higher effective income tax rate in 2023 included the net impact of a tax charge of $950,000 for the initiated surrender of BOLI.

The Corporation recognizes deferred tax assets and liabilities based on differences between the financial statement carrying amounts and the tax basis of assets and liabilities. At December 31, 2025, the net deferred tax asset was $17,615,000, down from the balance at December 31, 2024 of $19,098,000. The largest change in temporary difference components was a decrease of $3,928,000 in the net deferred tax asset related to the unrealized loss on available-for-sale debt securities resulting from decreases in interest rates. Other significant changes included increases in the net deferred tax asset related to the ACL and acquisition accounting valuation adjustments on loans and a decrease related to core deposit intangibles.

The Corporation regularly reviews deferred tax assets for recoverability based on history of earnings, expectations for future earnings and expected timing of reversals of temporary differences. Realization of deferred tax assets ultimately depends on the existence of sufficient taxable income, including taxable income in prior carryback years, as well as future taxable income. Further, the value of the benefit from realization of deferred tax assets would be impacted if income tax rates were changed from currently enacted levels.

Management believes the recorded net deferred tax asset at December 31, 2025 is fully realizable; however, if management determines the Corporation will be unable to realize all or part of the net deferred tax asset, the Corporation would adjust the deferred tax asset, which would negatively impact earnings.

Additional information related to income taxes is presented in Note 14 to the consolidated financial statements.

SECURITIES

Management continually evaluates several objectives in determining the size, securities mix and other characteristics of the available-for-sale debt securities (investment) portfolio. Key objectives include supporting liquidity needs and maximizing return on earning assets within reasonable risk parameters.

Table VI shows the composition of the available-for-sale debt securities portfolio at December 31, 2025, 2024 and 2023. The total amortized cost of available-for-sale debt securities at December 31, 2025 was higher by $86,377,000 from December 31, 2024 and by $71,292,000 from December 31, 2023. The increase in amortized cost of the portfolio at December 31, 2025 resulted from purchases of available-for-sale debt securities with funding provided by proceeds from the sale of most of the securities acquired from Susquehanna.

At December 31, 2025, the largest categories of securities held as a percentage of total amortized cost, were as follows: (1) residential mortgage-backed securities issued or guaranteed by U.S. Government agencies or sponsored agencies, including pass-through securities 26

Table of Contents and collateralized mortgage obligations, 40.0%; (2) tax-exempt and taxable municipal bonds, 29.0%; and (3) commercial mortgage-backed securities issued or guaranteed by U.S. Government sponsored agencies, 18.5%.

The composition of the available-for-sale debt securities portfolio at December 31, 2025, 2024 and 2023 is as follows:

TABLE VI - INVESTMENT SECURITIES


		2025						2024						2023
		Amortized			Fair			Amortized			Fair			Amortized			Fair		****
(In Thousands)	****	Cost		****	Value			Cost		****	Value		****	Cost		****	Value
AVAILABLE-FOR-SALE DEBT SECURITIES:
Obligations of the U.S. Treasury		$	8,047		$	7,482		$	8,067		$	7,118		$	12,325		$	11,290
Obligations of U.S. Government agencies			11,423			10,749			10,154			9,025			11,119			9,946
Bank holding company debt securities			36,103			34,076			28,958			25,246			28,952			23,500
Obligations of states and political subdivisions:
Tax-exempt			105,149			98,359			111,995			101,302			113,464			104,199
Taxable			50,306			44,152			51,147			42,506			58,720			50,111
Mortgage-backed securities issued or guaranteed by U.S. Government agencies or sponsored agencies:
Residential pass-through securities			148,865			143,921			104,378			94,414			105,549			95,405
Residential collateralized mortgage obligations			65,782			63,707			53,389			49,894			50,212			46,462
Commercial mortgage-backed securities			99,095			92,631			73,470			64,501			76,412			66,682
Private label commercial mortgage-backed securities			3,490			3,489			8,365			8,374			8,215			8,160
Asset-backed securities,
Collateralized loan obligations			8,000			8,009			0			0			0			0
Total Available-for-Sale Debt Securities		$	536,260		$	506,575		$	449,923		$	402,380		$	464,968		$	415,755

Aggregate Unrealized Loss					$	(29,685)					$	(47,543)					$	(49,213)
Aggregate Unrealized Loss as a % of Amortized Cost						(5.5)	%					(10.6)	%					(10.6)	%

As reflected in the table above, the fair value of available-for-sale securities was lower than the amortized cost basis by $29,685,000, or 5.5% at December 31, 2025, $47,543,000, or 10.6% at December 31, 2024 and $49,213,000 or 10.6% at December 31, 2023. The volatility in the fair value of the portfolio, including the significant reduction in fair value, resulted from changes in interest rates.

Additional information regarding the potential impact of interest rate changes on all of the Corporation’s financial instruments is provided in Item 7A, Quantitative and Qualitative Disclosures about Market Risk.

As described in Note 7 to the consolidated financial statements, management determined the Corporation does not have the intent to sell, nor is it more likely than not that it will be required to sell, available-for-sale debt securities in an unrealized loss position at December 31, 2025 before it is able to recover the amortized cost basis. Further, management reviewed the Corporation’s holdings as of December 31, 2025 and concluded there were no credit-related declines in fair value. Additional information related to the types of securities held at December 31, 2025, other than securities issued or guaranteed by U.S. Government entities or agencies, was as follows:

●	Bank holding company debt securities – The Corporation’s holdings of bank holding company debt securities include twelve subordinated securities with face amounts ranging from $250,000 to $5 million. There have been no payment defaults on the securities. Eleven of the issuers have publicly traded common stock. At December 31, 2024, the face amount of the issue from the bank holding company that is not publicly traded is $400,000. At December 31, 2025, two of the securities with a total face amount of $900,000 are unrated, and the rest of securities have external ratings ranging from BBB-/Baa3 to A-.
●	Obligations of states and political subdivisions (municipal bonds) – All of the Corporation’s holdings of municipal bonds were investment grade and there have been no payment defaults. Summary ratings information at December 31, 2025, based on the amortized cost basis and reflecting the lowest enhanced or underlying rating by Moody’s, Standard & Poors or Fitch, is as follows: AAA or pre-refunded – 19% of the portfolio; AA – 73%; A – 8%.
---	---

●

Bank holding company debt securities – The Corporation’s holdings of bank holding company debt securities include twelve subordinated securities with face amounts ranging from $250,000 to $5 million. There have been no payment defaults on the securities. Eleven of the issuers have publicly traded common stock. At December 31, 2024, the face amount of the issue from the bank holding company that is not publicly traded is $400,000. At December 31, 2025, two of the securities with a total face amount of $900,000 are unrated, and the rest of securities have external ratings ranging from BBB-/Baa3 to A-.

●

Obligations of states and political subdivisions (municipal bonds) – All of the Corporation’s holdings of municipal bonds were investment grade and there have been no payment defaults. Summary ratings information at December 31, 2025, based on the amortized cost basis and reflecting the lowest enhanced or underlying rating by Moody’s, Standard & Poors or Fitch, is as follows: AAA or pre-refunded – 19% of the portfolio; AA – 73%; A – 8%.

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Table of Contents

●	Private label commercial mortgage-backed securities (PLCMBS) – There was one PLCMBS security, which was from the most senior payment (subordination) class. This security was investment grade (rated Aaa), and there have been no payment defaults on this security.
●	Collateralized loan obligations (CLOs) – There were three CLOs securities, all of which were from the most senior payment (subordination) classes of their respective issuances. These securities were investment grade (rated Aaa), and there have been no payment defaults on these securities.
---	---

Based on the results of management’s assessment, there was no ACL required on available-for-sale debt securities in an unrealized loss position at December 31, 2025.

The following table presents the contractual maturities and the weighted-average yields (calculated based on amortized cost) of investment securities as of December 31, 2025. Yields on tax-exempt securities are presented on a fully taxable-equivalent basis using the Corporation’s marginal tax rate of 21%. For callable securities, yields on securities purchased at a discount are based on yield-to-maturity, while yields on securities purchased at a premium are based on yield to the first call date. Yields on mortgage-backed securities are estimated and include the effects of prepayment assumptions. Actual maturities may differ from contractual maturities because counterparties may have the right to call or prepay obligations with or without call or prepayment penalties.


		Within					One-					Five-					After									****
		One					Five					Ten					Ten									****
(Dollars In Thousands)		Year			Yield		Years			Yield		Years			Yield		Years			Yield		Total			Yield	****
AVAILABLE-FOR-SALE DEBT SECURITIES:
Obligations of the U.S. Treasury		$	0		0.00	%	$	7,045		1.37	%	$	1,002		1.60	%	$	0		0.00	%	$	8,047		1.39	%
Obligations of U.S. Government agencies			0		0.00	%		5,000		1.34	%		1,942		4.31	%		4,481		3.98	%		11,423		2.88	%
Bank holding company debt securities			0		0.00	%		398		10.38	%		35,705		4.52	%		0		0.00	%		36,103		4.58	%
Obligations of states and political subdivisions:
Tax-exempt			3,209		2.78	%		12,579		2.70	%		31,432		2.90	%		57,929		2.42	%		105,149		2.62	%
Taxable			1,437		2.11	%		15,284		1.99	%		11,577		2.81	%		22,008		2.41	%		50,306		2.37	%
Sub-total		$	4,646		2.57	%	$	40,306		2.13	%	$	81,658		3.61	%	$	84,418		2.50	%	$	211,028		2.86	%
Mortgage-backed securities issued or guaranteed by U.S. Government agencies or sponsored agencies:
Residential pass-through securities																							148,865		3.54	%
Residential collateralized mortgage obligations																							65,782		3.81	%
Commercial mortgage-backed securities																							99,095		2.63	%
Private label commercial mortgage-backed securities																							3,490		5.45	%
Collateralized loan obligations																							8,000		5.24	%
Total																						$	536,260		3.18	%

The Corporation’s mortgage-backed securities and collateralized mortgage obligations have stated maturities that may differ from actual maturities due to borrowers’ ability to prepay obligations. Cash flows from such investments are dependent upon the performance of the underlying mortgage loans and are generally influenced by the level of interest rates. As rates increase, cash flows generally decrease as prepayments on the underlying mortgage loans decrease. As rates decrease, cash flows generally increase as prepayments increase due to increased refinance activity and other factors. In the table above, the entire balances and weighted-average rates for mortgage-backed securities and collateralized mortgage obligations are shown in one period.

FINANCIAL CONDITION

This section includes information regarding the Corporation’s lending activities or other significant changes or exposures that are not otherwise addressed in Management’s Discussion and Analysis. Significant changes in the average balances of the Corporation’s earning assets and interest-bearing liabilities are described in the Net Interest Income section of Management’s Discussion and Analysis. Other significant balance sheet items, including securities, the allowance for credit losses for loans and stockholders’ equity, are discussed in separate sections of Management’s Discussion and Analysis. There are no significant concerns that have arisen related to the Corporation’s off-balance sheet loan commitments or outstanding letters of credit at December 31, 2025. 28

Table of Contents Table VII shows the composition of the loan portfolio at year-end from 2021 through 2025. Throughout this time period, the portfolio was primarily commercial in nature. At December 31, 2025, commercial loans represented 76% of the portfolio while residential loans totaled 19% of the portfolio.

As presented in Table VII, total loans outstanding at December 31, 2025 were $2,354,365,000 which is an increase of $458,517,000 (24.2%) from total loans at December 31, 2024 including $393,587,000 of gross loans receivable, net of purchase accounting adjustments, recorded effective October 1, 2025 pursuant to the acquisition of Susquehanna. In comparing outstanding balances at December 31, 2025 and 2024, total commercial loans were up $376,154,000 or 26.4%, total outstanding consumer loans increased $46,422,000 or 72.6% and total residential mortgage loans increased $35,941,000 or 8.8%.

Also included in Table VII is additional detail regarding the composition of the non-owner occupied commercial real estate loan portfolio at December 31, 2025. The data in Table VII shows the amortized cost of non-owner occupied commercial real estate loans for which the primary purpose is utilization of office space by third parties was $125,175,000, or 5.3% of gross loans receivable. At December 31, 2025, within this segment there were two loans with a total amortized cost basis of $2,787,000 in nonaccrual status with no individual allowances and 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 individual allowance at December 31, 2025.

While the Corporation’s lending activities are primarily concentrated in its market areas, a portion of the Corporation’s commercial loan segment consists of participation loans. Participation loans represent portions of larger commercial transactions for which other institutions are the “lead banks”. Although not the lead bank, the Corporation conducts detailed underwriting and monitoring of participation loan opportunities. Participation loans are included in the “Commercial and industrial”, “Commercial loans secured by real estate”, “Political subdivisions” and “Other commercial” classes in the loan tables presented in this Form 10-K. Total participation loans outstanding amounted to $107,351,000 at December 31, 2025, up from $35,129,000 at December 31, 2024. The increase in 2025 resulted from participation loans acquired from Susquehanna.

The Corporation originates and sells residential mortgage loans to the secondary market through the MPF Xtra program administered by the Federal Home Loan Banks of Pittsburgh and Chicago. Residential mortgages originated and sold through the MPF Xtra program consist primarily of conforming, prime loans sold to the Federal National Mortgage Association (Fannie Mae), a quasi-government entity. The Corporation also originates and sells residential mortgage loans to the secondary market through the MPF Original program, administered by the Federal Home Loan Banks of Pittsburgh and Chicago. Residential mortgages originated and sold through the MPF Original program consist primarily of conforming, prime loans sold to the Federal Home Loan Bank of Pittsburgh. The Corporation also originates and sells mortgages under the Pennsylvania Housing Finance Agency and other programs though the volume of sales has been small in comparison to the volume under the MPF programs.

For loan sales originated under the MPF programs, the Corporation provides customary representations and warranties to investors that specify, among other things, that the loans have been underwritten to the standards established by the investor. The Corporation may be required to repurchase a loan and reimburse a portion of fees received or reimburse the investor for a credit loss incurred on a loan, if it is determined that the representations and warranties have not been met. Such repurchases or reimbursements generally result from an underwriting or documentation deficiency. At December 31, 2025, the total outstanding balance of loans the Corporation has repurchased as a result of identified instances of noncompliance amounted to $2,598,000 and the corresponding total outstanding balance of repurchased loans at December 31, 2024 was $3,029,000.

At December 31, 2025, outstanding balances of loans sold and serviced through the MPF Xtra and Original programs totaled $450,120,000, including loans sold through the MPF Xtra program of $272,656,000 and loans sold through the Original program of $177,464,000. At December 31, 2024, outstanding balances of loans sold and serviced through the MPF Xtra and Original programs totaled $329,766,000. The outstanding balance of residential mortgage loans originated and serviced by the Corporation that have been sold to third parties increased $120,354,000 from the total at December 31, 2024, reflecting the impact of servicing obligations assumed on such loans that had been sold by Susquehanna prior to the merger. Based on the fairly limited volume of required repurchases to date, no allowance has been established for representation and warranty exposures as of December 31, 2025. 29

Table of Contents TABLE VII – Five-Year Summary of Loans by Type


(Dollars In Thousands)		2025			%	2024			%	2023			%	2022			%	2021			%
Commercial real estate - non-owner occupied:
Non-owner occupied		$	569,974		24.2	$	471,171		24.9	$	499,104		27.0	$	454,386		26.1	$	358,352		22.9
Multi-family (5 or more) residential			160,284		6.8		105,174		5.5		64,076		3.5		55,406		3.2		49,054		3.1
1-4 Family - commercial purpose			197,480		8.4		163,220		8.6		174,162		9.4		165,805		9.5		175,027		11.2
Total commercial real estate - non-owner occupied			927,738		39.4		739,565		39.0		737,342		39.9		675,597		38.8		582,433		37.2
Commercial real estate - owner occupied			311,792		13.2		261,071		13.8		237,246		12.8		205,910		11.8		196,083		12.5
All other commercial loans:
Commercial and industrial			128,679		5.5		96,665		5.1		78,832		4.3		95,368		5.5		118,488		7.6
Commercial lines of credit			139,727		5.9		120,078		6.3		117,236		6.3		141,444		8.1		106,338		6.8
Political subdivisions			96,349		4.1		94,009		5.0		79,031		4.3		86,663		5.0		75,401		4.8
Commercial construction and land			123,887		5.3		92,741		4.9		104,123		5.6		60,892		3.5		59,505		3.8
Other commercial loans			71,895		3.0		19,784		1.0		20,471		1.2		25,710		1.5		26,498		1.8
Total all other commercial loans			560,537		23.8		423,277		22.3		399,693		21.7		410,077		23.6		386,230		24.8
Residential mortgage loans:
1-4 Family - residential			411,827		17.5		383,797		20.2		389,262		21.1		363,005		20.9		327,593		20.9
1-4 Family residential construction			32,123		1.4		24,212		1.3		24,452		1.3		30,577		1.8		23,151		1.5
Total residential mortgage			443,950		18.9		408,009		21.5		413,714		22.4		393,582		22.7		350,744		22.4
Consumer loans:
Consumer lines of credit (including HELOCs)			94,060		4.0		47,196		2.5		41,503		2.2		36,650		2.1		33,522		2.1
All other consumer			16,288		0.7		16,730		0.9		18,641		1.0		18,224		1.0		15,837		1.0
Total consumer			110,348		4.7		63,926		3.4		60,144		3.2		54,874		3.1		49,359		3.1
Total			2,354,365		100.0		1,895,848		100.0		1,848,139		100.0		1,740,040		100.0		1,564,849		100.0
Less: allowance for credit losses on loans			(31,048)				(20,035)				(19,208)				(16,615)				(13,537)
Loans, net		$	2,323,317			$	1,875,813			$	1,828,931			$	1,723,425			$	1,551,312

Additional details regarding the composition of the non-owner occupied commercial real estate loan portfolio at December 31, 2025 is as follows:


(In Thousands)	December 31,		% of Non-owner		% of
	2025		Occupied CRE		Total Loans
Office	$	125,175	22.0	%	5.3	%
Retail		104,513	18.3	%	4.4	%
Industrial		99,476	17.5	%	4.2	%
Hotels		82,692	14.5	%	3.5	%
Mixed Use		64,390	11.3	%	2.7	%
Self Storage Facilities		55,434	9.7	%	2.4	%
Other		38,294	6.7	%	1.6	%
Total Non-owner Occupied CRE Loans	$	569,974
Total Gross Loans	$	2,354,365

Table of Contents TABLE VIII – LOAN MATURITY DISTRIBUTION


		As of December 31, 2025

		Fixed-Rate Loans										Variable- or Adjustable-Rate Loans										All Loans
		1 Year		1-5		>5-15		>15				1 Year		1-5		>5-15		>15
(In Thousands)		or Less		Years		Years		Years		Total		or Less		Years		Years		Years		Total		Total
Commercial Real Estate- Nonowner Occupied:
Non-owner occupied		$	53,384	$	205,341	$	13,073	$	8	$	271,806	$	108,069	$	184,627	$	5,472	$	0	$	298,168	$	569,974
Multi-family (5 or more) residential			5,126		25,971		12,675		759		44,531		33,724		80,505		1,524		0		115,753		160,284
1-4 Family - commercial purpose			13,428		38,720		10,546		28		62,722		24,932		104,359		5,467		0		134,758		197,480
Total commercial real estate - non-owner occupied			71,938		270,032		36,294		795		379,059		166,725		369,491		12,463		0		548,679		927,738
Commercial real estate - owner occupied			17,104		74,817		26,793		394		119,108		44,597		141,962		6,125		0		192,684		311,792
All other commercial loans:
Commercial and industrial			5,550		62,691		18,369		453		87,063		11,073		29,441		1,102		0		41,616		128,679
Commercial lines of credit			9,278		0		0		0		9,278		129,416		1,033		0		0		130,449		139,727
Political subdivisions			10,652		15,420		47,604		4,403		78,079		23		7,329		10,918		0		18,270		96,349
Commercial construction and land			11,659		16,403		786		0		28,848		81,494		13,346		199		0		95,039		123,887
Other commercial loans			648		3,333		2,237		2,064		8,282		23,999		32,493		7,121		0		63,613		71,895
Total all other commercial loans			37,787		97,847		68,996		6,920		211,550		246,005		83,642		19,340		0		348,987		560,537
Residential mortgage loans:
1-4 Family - residential			480		6,639		87,060		54,047		148,226		29,805		72,511		160,906		379		263,601		411,827
1-4 Family residential construction			1,701		445		5,978		2,874		10,998		94		330		20,701		0		21,125		32,123
Total residential mortgage			2,181		7,084		93,038		56,921		159,224		29,899		72,841		181,607		379		284,726		443,950
Consumer loans:
Consumer lines of credit (including HELOCs)			307		589		3,000		1		3,897		89,198		889		76		0		90,163		94,060
All other consumer			1,559		8,494		1,821		0		11,874		4,414		0		0		0		4,414		16,288
Total consumer			1,866		9,083		4,821		1		15,771		93,612		889		76		0		94,577		110,348
Total		$	130,876	$	458,863	$	229,942	$	65,031	$	884,712	$	580,838	$	668,825	$	219,611	$	379	$	1,469,653	$	2,354,365

Table of Contents PROVISION AND ALLOWANCE FOR CREDIT LOSSES

A summary of the provision for credit losses for the years ended December 31, 2025 and 2024 is as follows:


(In Thousands)	12 Months		12 Months
	Ended		Ended
	December 31,		December 31,
	2025		2024
Provision for credit losses:
Loans receivable	$	5,556	$	2,430
Off-balance sheet exposures		517		(235)
Total provision for credit losses	$	6,073	$	2,195

For the year ended December 31, 2025, there was a provision for credit losses of $6,073,000, an increase of $3,878,000 compared to $2,195,000 in 2024. The provision for 2025 included expense related to loans receivable of $5,556,000 and expense related to off-balance sheet exposures of $517,000. The provision for the year ended December 31, 2025 included the impact of increases in the ACL related to changes in qualitative factors. The ACL increased $11,013,000, to 1.32% of loans receivable at December 31, 2025 as compared to 1.06% at December 31, 2024, including the impact of an increase in the ACL attributable to the Susquehanna acquisition and an increase related to changes in qualitative factors.

As shown in Table X, the ACL on loans individually evaluated increased to $2,772,000 at December 31, 2025 from $122,000 at December 31, 2024, including an ACL of $2,632,000 at December 31, 2025 on acquired PCD loans as part of the Susquehanna acquisition.

Table X also shows that, at December 31, 2025 as compared to December 31, 2024, the ACL related to collectively evaluated commercial loans increased by a total of $8,234,000 and the ACL on collectively evaluated residential mortgage increased $273,000, while the ACL on collectively evaluated consumer loans decreased $144,000. The increase for commercial loans includes the impact of growth in the portfolio, mainly from the Susquehanna acquisition and an increase in qualitative adjustments resulting mainly from changes in external indexes and an increase in past due and nonaccrual loans.

In 2025, net charge-offs totaled $1,617,000, or 0.08% of average outstanding loans compared to net charge-offs for 2024 of $1,603,000, or 0.09% of average outstanding loan. Table IX shows annual average net charge-off rates ranging from a high of 0.26% in 2022 to a low of 0.01% in 2023. Table XII shows that over the five-year period ended December 31, 2025, the average net-charge off rate was 0.10%.

Table XI shows that total nonperforming assets as a percentage of total assets was 1.06% at December 31, 2025, up from 0.92% at December 31, 2024 and higher than that at year-end 2021 through 2023. Total nonperforming assets were $33.1 million at December 31, 2025, up from $24.1 million at December 31, 2024, including the impact of nonaccrual PCD loans acquired as part of the merger with a total amortized cost basis of $6.8 million at December 31, 2025.

Over the period 2021-2025, each period includes a few large commercial relationships that have required significant monitoring and workout efforts. As a result, a limited number of relationships may significantly impact the total amount of allowance required on individual loans and may significantly impact the provision for credit losses and the amount of total charge-offs reported in any one period.

Management believes it has been prudent in its decisions concerning identification of loans requiring individual evaluation for credit loss, estimates of loss, and nonaccrual status; however, the actual losses realized from these relationships could vary materially from the 32

Table of Contents ACL calculated as of December 31, 2025. Management continues to closely monitor its commercial loan relationships for credit losses and will adjust its estimates of loss and decisions concerning nonaccrual status, if appropriate.

Tables IX through XII present historical data related to loans and the allowance for credit losses.

TABLE IX - ANALYSIS OF THE ALLOWANCE FOR CREDIT LOSSES ON LOANS


(Dollars In Thousands)
	Years Ended December 31,
	2025			2024			2023			2022			2021
Balance, beginning of year	$	20,035		$	19,208		$	16,615		$	13,537		$	11,385
Adoption of ASU 2016-13 (CECL)		0			0			2,104			0			0
Allowance recorded in business combination- PCD loans		2,637			0			0			0			0
Allowance recorded in business combination- Non PCD loans		4,437			0			0			0			0
Charge-offs		(1,726)			(1,716)			(356)			(4,245)			(1,575)
Recoveries		109			113			92			68			66
Net charge-offs		(1,617)			(1,603)			(264)			(4,177)			(1,509)
Provision for credit losses on loans		5,556			2,430			753			7,255			3,661
Balance, end of period	$	31,048		$	20,035		$	19,208		$	16,615		$	13,537
Net charge-offs as a % of average loans (annualized)		0.08	%		0.09	%		0.01	%		0.26	%		0.09	%

TABLE X - COMPONENTS OF THE ALLOWANCE FOR CREDIT LOSSES

UPON ADOPTION OF CECL


(In Thousands)	December 31,		December 31,		December 31,		January 1,
	2025		2024		2023		2023
Loans individually evaluated	$	2,772	$	122	$	743	$	751
Loans collectively evaluated:
Commercial real estate - nonowner occupied		17,171		11,964		10,379		9,641
Commercial real estate - owner occupied		3,820		2,722		2,111		1,765
All other commercial loans		5,290		3,361		3,811		3,914
Residential mortgage		1,629		1,356		1,764		2,407
Consumer		366		510		400		241
Total Allowance	$	31,048	$	20,035	$	19,208	$	18,719

PRIOR TO CECL ADOPTION


(In Thousands)		As of December 31,
		2022			2021
ASC 310 - Impaired loans - individually evaluated		$	453		$	740
ASC 450 - Collectively evaluated:
Commercial			10,845			7,553
Residential mortgage			4,073			4,338
Consumer			244			235
Unallocated			1,000			671
Total Allowance		$	16,615		$	13,537

Table of Contents TABLE XI - PAST DUE AND NONPERFORMING ASSETS


(Dollars In Thousands)		As of December 31, 2025									As of December 31,
		PCD Loans			Non PCD Loans			Total Loans			2024			2023			2022			2021
Collateral dependent loans with a valuation allowance		$	5,138		$	263		$	5,401		$	258		$	7,786		$	3,460		$	6,540
Collateral dependent loans without a valuation allowance			5,553			21,474			27,027			29,867			3,478			14,871			2,636
Purchased credit impaired loans			0			0			0			0			0			1,027			6,558
Total collateral dependent loans		$	10,691		$	21,737		$	32,428		$	30,125		$	11,264		$	19,358		$	15,734
Total loans past due 30-89 days and still accruing		$	5,810		$	12,499		$	18,309		$	5,658		$	9,275		$	7,079		$	5,106
Nonperforming assets:
Purchased credit impaired loans		$	0		$	0		$	0		$	0		$	0		$	1,027		$	6,558
Other nonaccrual loans			6,762			26,074			32,836			23,842			15,177			22,058			12,441
Total nonaccrual loans			6,762			26,074			32,836			23,842			15,177			23,085			18,999
Total loans past due 90 days or more and still accruing			0			88			88			119			3,190			2,237			2,219
Total nonperforming loans			6,762			26,162			32,924			23,961			18,367			25,322			21,218
Foreclosed assets held for sale (real estate)			0			189			189			181			478			275			684
Total nonperforming assets		$	6,762		$	26,351		$	33,113		$	24,142		$	18,845		$	25,597		$	21,902

Total nonperforming loans as a % of loans									1.40	%		1.26	%		0.99	%		1.46	%		1.36	%
Total nonperforming assets as a % of assets									1.06	%		0.92	%		0.75	%		1.04	%		0.94	%
Nonaccrual loans as a % of loans									1.39	%		1.26	%		0.82	%		1.33	%		1.21	%
Allowance for credit losses as a % of nonaccrual loans									94.55	%		84.03	%		79.01	%		71.97	%		71.25	%
Allowance for credit losses as a % of total loans									1.32	%		1.06	%		1.04	%		0.95	%		0.87	%

TABLE XII – FIVE-YEAR HISTORY OF LOAN LOSSES


(Dollars In Thousands)		2025			2024			2023			2022			2021			Average		****
Average gross loans		$	2,019,117		$	1,881,122		$	1,792,149		$	1,628,094		$	1,596,756		$	1,783,448
Year-end gross loans			2,354,365			1,895,848			1,848,139			1,740,040			1,564,849			1,880,648
Year-end allowance for credit losses on loans			31,048			20,035			19,208			16,615			13,537			20,089
Year-end nonaccrual loans			32,836			23,842			15,177			23,085			18,999			22,788
Year-end loans 90 days or more past due and still accruing			88			119			3,190			2,237			2,219			1,571
Net charge-offs			1,617			1,603			264			4,177			1,509			1,834
Provision for credit losses on loans			5,556			2,430			753			7,255			3,661			3,931
Earnings coverage of charge-offs			18	x		20	x		119	x		8	x		26	x		18	x
Allowance coverage of charge-offs			19	x		12	x		73	x		4	x		9	x		11	x
Net charge-offs as a % of provision for credit losses on loans			29.10	%		65.97	%		35.06	%		57.57	%		41.22	%		46.65	%
Net charge-offs as a % of average gross loans			0.08	%		0.09	%		0.01	%		0.26	%		0.09	%		0.10	%
Income before income taxes on a fully taxable equivalent basis			29,525			32,690			31,402			33,576			38,822			33,203

Table of Contents CONTRACTUAL OBLIGATIONS AND OFF-BALANCE SHEET ARRANGEMENTS

The Corporation’s significant fixed and determinable contractual obligations as of December 31, 2025 include repayment obligations related to time deposits and borrowed funds. Information related to maturities of time deposits is provided in Note 11 to the consolidated financial statements. Information related to maturities of borrowed funds is provided in Note 12 to the consolidated financial statements. The Corporation’s operating lease commitments with terms of one year or less and other commitments at December 31, 2025 are immaterial. Information concerning operating lease commitments with terms greater than one year is provided in Note 17 to the consolidated financial statements.

The Corporation is a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financial needs of its customers. These financial instruments include commitments to extend credit and standby letters of credit. These instruments involve, to varying degrees, elements of credit, interest rate or liquidity risk in excess of the amount recognized in the consolidated balance sheets. Commitments to extend credit are legally binding agreements to lend to customers and generally have fixed expiration dates or other termination clauses and may require payment of fees. The Corporation uses the same credit policies in making commitments and conditional obligations as it does for on-balance sheet instruments. Commitments and standby letters of credit do not necessarily represent future liquidity requirements, as they may expire without being used.

The following table presents the Corporation's commitments to extend credit and standby letters of credit as of December 31, 2025:



(In Thousands)		December 31,
		2025
Commercial real estate loans		$	11,748
Commercial lines of credit			255,869
Commercial construction and land			32,250
Other commercial loans			37,200
1-4 family residential construction			16,085
Consumer lines of credit (including HELOCs)			100,334
All other consumer loans			53,510
Total commitments to extend credit		$	506,996

Financial letters of credit		$	6,276
Performance letters of credit			52,638
Total standby letters of credit		$	58,914

Off-balance sheet arrangements are further described in Note 16 and the allowance for credit losses on off-balance sheet exposures is described in Note 8 to the consolidated financial statements.

As described in more detail in the Financial Condition section of Management’s Discussion and Analysis, the Corporation sells residential mortgage loans for which the Corporation provides customary representations and warranties to investors that specify, among other things, that the loans have been underwritten to the standards established by the investor. The Corporation may be required to repurchase a loan and reimburse a portion of fees received or reimburse the investor for a credit loss incurred on a loan, if it is determined that the representations and warranties have not been met. At December 31, 2025, outstanding balances of such loans sold totaled $450,120,000.

LIQUIDITY

Liquidity is the ability to quickly raise cash at a reasonable cost. An adequate liquidity position permits the Corporation to pay creditors, compensate for unforeseen deposit fluctuations and fund unexpected loan demand.

The Corporation maintains overnight borrowing facilities with several correspondent banks that provide a source of day-to-day liquidity. Also, the Corporation maintains borrowing facilities with the Federal Home Loan Bank of Pittsburgh, secured by various mortgage loans. 35

Table of Contents The Corporation has a line of credit with the Federal Reserve Bank of Philadelphia’s Discount Window. Management intends to use this line of credit as a contingency funding source. As collateral for the line, the Corporation has pledged available-for-sale securities with a carrying value of $26,947,000 at December 31, 2025.

The Corporation’s outstanding, available, and total credit facilities at December 31, 2025 and 2024 are as follows:


		Outstanding						Available						Total Credit
(In Thousands)		December 31,			December 31,			December 31,			December 31,			December 31,			December 31,
		2025			2024			2025			2024			2025			2024
Federal Home Loan Bank of Pittsburgh		$	170,922		$	188,692		$	785,822		$	749,999		$	971,946		$	938,691
Federal Reserve Bank Discount Window			0			0			25,484			18,093			25,484			18,093
Other correspondent banks			0			0			75,000			75,000			75,000			75,000
Total credit facilities		$	170,922		$	188,692		$	886,306		$	843,092		$	1,072,430		$	1,031,784

At December 31, 2025, the Corporation’s outstanding credit facilities with the Federal Home Loan Bank of Pittsburgh consisted of overnight and borrowings of $27,000,000, long-term borrowings with par values totaling $120,935,000 and letters of credit totaling $22,987,000. At December 31, 2024, the Corporation’s outstanding credit facilities with the Federal Home Loan Bank of Pittsburgh consisted of long-term borrowings with par values totaling $165,451,000 and letters of credit totaling $23,241,000. Availability on the facility is also reduced by accrued interest payable on the borrowings and by the total of the Corporation’s credit enhancement obligations on residential mortgage loans sold under the MPF Original Program.

Additionally, the Corporation uses “RepoSweep” arrangements to borrow funds from commercial banking customers on an overnight basis. If required to raise cash in an emergency situation, the Corporation could utilize available-for-sale debt securities as collateral for borrowings or sell securities to meet its obligations. At December 31, 2025, the carrying value of available-for-sale debt securities in excess of amounts required to meet pledging or repurchase agreement obligations was $319,624,000.

Deposits totaled $2,564,716,000 at December 31, 2025, up $470,807,000 from $2,093,909,000 at December 31, 2024. Deposits of $501,488,000 were assumed from Susquehanna, effective October 1, 2025. After the impact of the initial balances of deposits assumed from Susquehanna, total deposits were down at December 31, 2025, mainly due to seasonal declines in balances maintained by municipal customers. Average total deposits of $2,227,784,000 were 8.3% higher for the year ended December 31, 2024, as compared to $2,057,570,000 for the year ended December 31, 2024. Average brokered deposits decreased $50,415,000 to $11,123,000 for the year ended December 31, 2025 from $61,538,000 for the year ended December 31, 2024.

As shown in the table below, at December 31, 2025, estimated uninsured deposits totaled $811.2 million, or 31.4% of total deposits, up from $632.8 million, or 30.0% of total deposits at December 31, 2024. Included in uninsured deposits are deposits collateralized by securities (almost exclusively municipal deposits) totaling $172.6 million at December 31, 2025. As shown in the table below, total uninsured and uncollateralized deposits amounted to 24.7% of total deposits at December 31, 2025, up from 22.3% at December 31, 2024.

As summarized in the table that immediately follows, the Corporation’s highly liquid sources of available funds described above, including unused borrowing capacity with the Federal Home Loan Bank of Pittsburgh, unused availability on the Federal Reserve Bank of Philadelphia’s discount window, available federal funds lines with other banks and unencumbered available-for-sale debt securities totaled $1.2 billion at December 31, 2025. Available funding from these sources totaled 148.7% of uninsured deposits and 188.8% of total uninsured and uncollateralized deposits at December 31, 2025.

Table of Contents


Uninsured Deposits Information	December 31,			December 31,
	2025			2024
Total Deposits - C&N Bank	$	2,584,952		$	2,111,547

Estimated Total Uninsured Deposits	$	811,209		$	632,804
Portion of Uninsured Deposits that are
Collateralized		172,585			161,958
Uninsured and Uncollateralized Deposits	$	638,624		$	470,846

Uninsured and Uncollateralized Deposits as
a % of Total Deposits		24.7	%		22.3	%

Available Funding from Credit Facilities	$	886,306		$	843,092
Fair Value of Available-for-sale Debt
Securities in Excess of Pledging Obligations		319,624			236,945
Highly Liquid Available Funding	$	1,205,930		$	1,080,037

Highly Liquid Available Funding as a % of
Uninsured Deposits		148.7	%		170.7	%

Highly Liquid Available Funding as a % of
Uninsured and Uncollateralized Deposits		188.8	%		229.4	%

Based on the ample sources of highly liquid funds as described above, management believes the Corporation is well-positioned to meet its short-term and long-term funding obligations.

STOCKHOLDERS’ EQUITY AND CAPITAL ADEQUACY

Details concerning capital ratios at December 31, 2025 and December 31, 2024 are presented in Note 18 to the consolidated financial statements. Management believes, as of December 31, 2025, that the Corporation and C&N Bank meet all capital adequacy requirements to which they are subject and maintain a capital conservation buffer (described in more detail below) that allows the Corporation and Bank to avoid limitations on capital distributions, including dividend payments and certain discretionary bonus payments to executive officers. Further, the Corporation’s and C&N Bank’s capital ratios at December 31, 2025 and December 31, 2024 exceed the Corporation’s Board policy threshold levels. Management expects the Corporation and C&N Bank to maintain capital levels that exceed the regulatory standards for well-capitalized institutions for the next 12 months and for the foreseeable future.

Future dividend payments and repurchases of common stock will depend upon maintenance of a strong financial condition, future earnings and capital and regulatory requirements. In addition, the Corporation and C&N Bank are subject to restrictions on the amount of dividends that may be paid without approval of banking regulatory authorities. These restrictions are described in Note 18 to the consolidated financial statements.

To avoid limitations on capital distributions, including dividend payments and certain discretionary bonus payments to executive officers, the Corporation and C&N Bank must hold a capital conservation buffer composed of common equity tier 1 capital above its minimum risk-based capital requirements. The buffer is measured relative to risk-weighted assets. At December 31, 2025, the minimum risk-based capital ratios, and the capital ratios including the capital conservation buffer, are as follows:


Minimum common equity tier 1 capital ratio	4.5	%
Minimum common equity tier 1 capital ratio plus capital conservation buffer	7.0	%
Minimum tier 1 capital ratio	6.0	%
Minimum tier 1 capital ratio plus capital conservation buffer	8.5	%
Minimum total capital ratio	8.0	%
Minimum total capital ratio plus capital conservation buffer	10.5	%

A banking organization with a buffer greater than 2.5% over the minimum risk-based capital ratios would not be subject to additional limits on dividend payments or discretionary bonus payments; however, a banking organization with a buffer less than 2.5% would be subject to increasingly stringent limitations as the buffer approaches zero. Also, a banking organization is prohibited from making dividend payments or discretionary bonus payments if its eligible retained income is negative in that quarter and its capital conservation 37

Table of Contents buffer ratio was less than 2.5% as of the beginning of that quarter. Eligible net income is defined as net income for the four calendar quarters preceding the current calendar quarter, net of any distributions and associated tax effects not already reflected in net income. A summary of payout restrictions based on the capital conservation buffer is as follows:


Capital Conservation Buffer		Maximum Payout	****
(as a % of risk-weighted assets)		(as a % of eligible retained income)	****
Greater than 2.5%		No payout limitation applies
≤2.5% and >1.875%		60	%
≤1.875% and >1.25%		40	%
≤1.25% and >0.625%		20	%
≤0.625%		0	%

At December 31, 2025, the Corporation’s Capital Conservation Buffer was 6.18% and C&N Bank’s Capital Conservation Buffer was 5.82%.

On September 25, 2023, the Corporation announced a treasury stock repurchase program with no expiration that can be suspended or terminated by the Board of Directors, in its sole discretion. Under this program, the Corporation is authorized to repurchase up to 750,000 shares of its common stock. During the year ended December 31, 2025, 501 shares were repurchased for a total cost of $9,534, at an average price of $19.03 per share. At December 31, 2025, there were 723,465 shares available to be repurchased under the program.

The Corporation’s total stockholders’ equity is affected by fluctuations in the fair values of available-for-sale debt securities. The difference between amortized cost and fair value of available-for-sale debt securities, net of deferred income tax, is included in accumulated other comprehensive loss within stockholders’ equity. Accumulated other comprehensive loss is excluded from the Bank’s and Corporation’s regulatory capital ratios but is included for the determination of tangible common equity, as discussed in the following paragraph. The balance in accumulated other comprehensive loss related to unrealized losses on available-for-sale debt securities, net of deferred income tax, amounted to $23,154,000 at December 31, 2025 and $37,084,000 at December 31, 2024. 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 the Corporation’s securities were purchased. The securities section of Management’s Discussion and Analysis and Note 7 to the consolidated financial statements provide additional information concerning information management considered in evaluating debt and equity securities for credit losses at December 31, 2025.

Tangible common equity is a non-GAAP measure, and tangible common book value per share and tangible common equity as a percentage of tangible assets are non-GAAP ratios. Management believes this non-GAAP information is helpful in evaluating the strength of the Corporation’s capital and in providing an alternative valuation of the Corporation’s net worth. Information at December 31, 2025 and 2024 is as follows:


(Dollars In Thousands, Except Per Share Data)		December 31,
		2025		2024
Total Assets	$	3,132,469		$	2,610,653
Less: Intangible Asset, Goodwill		(63,311)			(52,505)
Less: Intangible Asset, Core Deposit Intangibles, net		(11,573)			(2,080)
Related Tax Effect on Core Deposit Intangibles, net		2,546			458
Tangible Assets (1)	$	3,060,131		$	2,556,526
Total Stockholders' Equity	$	341,714		$	275,284
Less: Intangible Asset, Goodwill		(63,311)			(52,505)
Less: Intangible Asset, Core Deposit Intangibles, net		(11,573)			(2,080)
Related Tax Effect on Core Deposit Intangibles, net		2,546			458
Tangible Common Equity (2)	$	269,376		$	221,157

Common Shares Outstanding, End of Period (3)		17,823,444			15,433,494
Tangible Common Book Value per Share = (2)/(3)	$	15.11		$	14.33
Tangible Common Equity (2) / Tangible Assets (1)		8.80	%		8.65	%

Table of Contents

ITEM 7A. QUANTITA TIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

MARKET RISK

Market risk is the risk of loss arising from adverse changes in market rates and prices of the Corporation’s financial instruments. In addition to the effects of interest rates, the market prices of the Corporation’s available-for-sale debt securities are affected by fluctuations in the risk premiums (amounts of spread over risk-free rates) demanded by investors. Management attempts to limit the risk that economic conditions would force the Corporation to sell securities for realized losses by maintaining a strong capital position (discussed in the “Stockholders’ Equity and Capital Adequacy” section of Management’s Discussion and Analysis) and ample sources of liquidity (discussed in the “Liquidity” section of Management’s Discussion and Analysis).

The Corporation’s major category of market risk, interest rate risk, is discussed in the following section.

INTEREST RATE RISK

The Corporation uses a simulation model to calculate the potential effects of interest rate fluctuations on net interest income and the economic value of equity (“EVE”). For purposes of these calculations, EVE includes the discounted present values of financial instruments, such as securities, loans, deposits and borrowed funds, and the book values of nonfinancial assets and liabilities, such as premises and equipment and accrued expenses. The model measures and projects the amount of potential changes in net interest income and calculates the discounted present value of anticipated cash flows of financial instruments, assuming an immediate increase or decrease in interest rates. Management ordinarily runs a variety of scenarios within a range of plus or minus 100-400 basis points of current rates.

The projected results based on the model include the impact of estimates, at each level of interest rate change, regarding cash flows from principal repayments on loans and mortgage-backed securities and call activity on other investment securities. Further, the projected results are impacted by assumptions regarding the run-off and the extent of sensitivity to interest rate changes of deposits with no stated maturity (checking, savings and money market accounts). Actual results could vary significantly from these estimates, which could result in significant differences in the calculations of projected changes in net interest income and EVE. Also, the model does not make estimates related to changes in the composition of the deposit portfolio that could occur due to rate competition, and the table does not necessarily reflect changes that management would make to realign the portfolio as a result of changes in interest rates.

The Corporation’s Board of Directors has established policy guidelines for acceptable levels of interest rate risk, based on an immediate increase or decrease in interest rates. The policy limits acceptable fluctuations in net interest income from the baseline (flat rates) one-year scenario and variances in EVE from the baseline values based on current rates.

Table XIII, which follows this discussion, is based on the results of calculations performed using the simulation model as of December 31, 2025 and 2024. The Table shows that as of the respective dates, the changes in net interest income and changes in EVE were within the policy limits in all scenarios.

Based on December 31, 2025 and 2024 data, the amounts of net interest income decrease, as compared to the amounts based on current interest rates, in both the upward and downward rate scenarios. Similarly, at December 31, 2025 and 2024, EVE is modeled to decrease compared to the 0 basis point scenario in all of the rising and falling rate scenarios. The modeling results reflect the impact of management’s assumptions that the Corporation’s deposit rates would rise in the increasing rate scenarios to a greater extent than they would fall in the decreasing rate scenarios. Further, results in the downward rate scenarios reflect limitations on the benefit of falling rates on some deposit types due to a 0% assumed floor.

Under U.S. generally accepted accounting principles, available-for-sale debt securities are carried at fair value as of each balance sheet date. The difference between amortized cost and fair value of available-for-sale debt securities, net of deferred income tax, is included in accumulated other comprehensive income (loss) within stockholders’ equity. Increases in interest rates have caused the fair value of the Corporation’s available-for-sale debt securities to decrease, resulting in an accumulated other comprehensive loss related to securities of $23.2 million at December 31, 2025. In contrast, most of the Corporation’s other financial instruments, including loans receivable (held for investment), deposits and borrowed funds are carried on the balance sheet at historical cost without adjustment for the impact of changes in interest rates.

Table of Contents TABLE XIII – THE EFFECT OF HYPOTHETICAL CHANGES IN INTEREST RATES


December 31, 2025 Data
(In Thousands)	Period Ending December 31, 2026

Basis Point		Interest		Interest			Net Interest		NII		NII
Change in Rates		Income		Expense			Income (NII)		% Change		Risk Limit
+400	$	190,241	$	101,840		$	88,401		(22.4)	%	25.0	%
+300		183,502		86,341			97,161		(14.7)	%	20.0	%
+200		176,675		72,323			104,352		(8.4)	%	15.0	%
+100		169,739		59,787			109,952		(3.5)	%	10.0	%
0		162,684		48,733			113,951		0.0	%	0.0	%
-100		155,164		41,661			113,503		(0.4)	%	10.0	%
-200		146,491		34,657			111,834		(1.9)	%	15.0	%
-300		136,961		28,400			108,561		(4.7)	%	20.0	%
-400		126,625		23,288			103,337		(9.3)	%	25.0	%

	Economic Value of Equity at December 31, 2025

		Present		Present			Present
Basis Point		Value		Value			Value
Change in Rates		Equity		% Change			Risk Limit
+400	$	572,841		(16.8)	%		40.0	%
+300		614,522		(10.7)	%		30.0	%
+200		649,738		(5.6)	%		25.0	%
+100		675,284		(1.9)	%		15.0	%
0		688,389		0.0	%		0.0	%
-100		665,037		(3.4)	%		15.0	%
-200		617,865		(10.2)	%		25.0	%
-300		553,948		(19.5)	%		30.0	%
-400		474,663		(31.0)	%		40.0	%

Table of Contents


December 31, 2024 Data
(In Thousands)	Period Ending December 31, 2025

Basis Point		Interest		Interest			Net Interest		NII		NII
Change in Rates		Income		Expense			Income (NII)		% Change		Risk Limit
+400	$	157,710	$	87,489		$	70,221		(17.4)	%	25.0	%
+300		151,610		75,796			75,814		(10.8)	%	20.0	%
+200		145,458		65,308			80,150		(5.7)	%	15.0	%
+100		139,233		56,023			83,210		(2.1)	%	10.0	%
0		132,939		47,942			84,997		0.0	%	0.0	%
-100		126,757		42,671			84,086		(1.1)	%	10.0	%
-200		119,814		37,450			82,364		(3.1)	%	15.0	%
-300		111,964		32,229			79,735		(6.2)	%	20.0	%
-400		103,390		27,650			75,740		(10.9)	%	25.0	%

	Economic Value of Equity at December 31, 2024

		Present		Present			Present
Basis Point		Value		Value			Value
Change in Rates		Equity		% Change			Risk Limit
+400	$	475,112		(16.1)	%		40.0	%
+300		507,221		(10.4)	%		30.0	%
+200		534,636		(5.6)	%		25.0	%
+100		555,058		(2.0)	%		15.0	%
0		566,339		0.0	%		0.0	%
-100		552,813		(2.4)	%		15.0	%
-200		520,196		(8.1)	%		25.0	%
-300		470,155		(17.0)	%		30.0	%
-400		403,255		(28.8)	%		40.0	%

Table of Contents **** ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

CONSOLIDATED BALANCE SHEETS


		December 31,			December 31,
(In Thousands, Except Share and Per Share Data)		2025			2024
ASSETS
Cash and due from banks:
Noninterest-bearing		$	22,289		$	21,110
Interest-bearing			23,767			105,064
Total cash and due from banks			46,056			126,174
Available-for-sale debt securities, at fair value			506,575			402,380

Loans receivable			2,354,365			1,895,848
Allowance for credit losses			(31,048)			(20,035)
Loans, net			2,323,317			1,875,813

Bank-owned life insurance			61,094			51,214
Accrued interest receivable			11,594			8,735
Bank premises and equipment, net			27,755			21,338
Foreclosed assets held for sale			189			181
Deferred tax asset, net			17,615			19,098
Goodwill			63,311			52,505
Core deposit intangibles, net			11,573			2,080
Other assets			63,390			51,135
TOTAL ASSETS		$	3,132,469		$	2,610,653

LIABILITIES
Deposits:
Noninterest-bearing		$	531,442		$	486,566
Interest-bearing			2,033,274			1,607,343
Total deposits			2,564,716			2,093,909
Short-term borrowings			28,618			2,488
Long-term borrowings - FHLB advances			120,935			165,451
Senior notes, net			14,970			14,899
Subordinated debt, net			24,949			24,831
Accrued interest and other liabilities			36,567			33,791
TOTAL LIABILITIES			2,790,755			2,335,369

COMMITMENTS AND CONTINGENT LIABILITIES

STOCKHOLDERS' EQUITY
Preferred stock, $1,000 par value; authorized 30,000 shares; $1,000 liquidation
preference per share; no shares issued			0			0
Common stock, par value $1.00 per share; authorized 30,000,000 shares;
issued 18,303,120 and outstanding 17,823,444 at December 31, 2025;
issued 16,030,172 and outstanding 15,433,494 at December 31, 2024			18,303			16,030
Paid-in capital			185,696			143,565
Retained earnings			171,214			165,778
Treasury stock, at cost; 479,676 shares at December 31, 2025 and 596,678
shares at December 31, 2024			(10,704)			(13,328)
Accumulated other comprehensive loss			(22,795)			(36,761)
TOTAL STOCKHOLDERS' EQUITY			341,714			275,284
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY		$	3,132,469		$	2,610,653

The accompanying notes are an integral part of the consolidated financial statements.

Table of Contents Consolidated Statements of Income


	Years Ended December 31,

(In Thousands, Except Per Share Data)	2025		2024		2023
INTEREST INCOME
Interest and fees on loans:
Taxable	$	120,597	$	110,396	$	98,854
Tax-exempt		2,420		2,396		2,225
Income from available-for-sale debt securities:
Taxable		10,420		8,593		8,555
Tax-exempt		2,292		2,260		2,427
Other interest and dividend income		3,488		4,433		1,443
Total interest and dividend income		139,217		128,078		113,504
INTEREST EXPENSE
Interest on deposits		39,475		39,200		24,233
Interest on short-term borrowings		7		1,168		3,240
Interest on long-term borrowings - FHLB advances		6,468		7,188		4,230
Interest on senior notes, net		931		481		479
Interest on subordinated debt, net		483		926		922
Total interest expense		47,364		48,963		33,104
Net interest income		91,853		79,115		80,400
Provision for credit losses		6,073		2,195		186
Net interest income after provision for credit losses		85,780		76,920		80,214
NONINTEREST INCOME
Trust revenue		8,212		7,928		7,413
Brokerage and insurance revenue		2,313		2,271		1,675
Service charges on deposit accounts		5,976		5,867		5,567
Interchange revenue from debit card transactions		4,623		4,276		4,160
Net gains from sale of loans		1,483		1,158		723
Loan servicing fees, net		643		649		602
Increase in cash surrender value of life insurance		1,927		1,830		2,703
Other noninterest income		5,637		5,230		4,610
Realized gains (losses) on available-for-sale debt securities, net		38		0		(3,036)
Total noninterest income		30,852		29,209		24,417
NONINTEREST EXPENSE
Salaries and employee benefits		47,386		44,930		44,195
Net occupancy and equipment expense		5,860		5,473		5,357
Data processing and telecommunications expense		8,742		7,768		7,582
Automated teller machine and interchange expense		1,863		1,818		1,682
Pennsylvania shares tax		1,904		1,733		1,602
Professional fees		2,759		2,175		2,497
Merger-related expenses		7,940		0		0
Other noninterest expense		11,535		10,361		11,233
Total noninterest expense		87,989		74,258		74,148
Income before income tax provision		28,643		31,871		30,483
Income tax provision		5,216		5,913		6,335
NET INCOME	$	23,427	$	25,958	$	24,148
EARNINGS PER COMMON SHARE - BASIC AND DILUTED	$	1.46	$	1.69	$	1.57

The accompanying notes are an integral part of consolidated financial statements.

Table of Contents Consolidated Statements of Comprehensive Income ****


	Years Ended December 31,

(In Thousands)	2025		2024		2023
Net income	$	23,427	$	25,958	$	24,148

Available-for-sale debt securities:
Unrealized holding gains on available-for-sale debt securities		17,896		1,670		11,512
Reclassification adjustment for (gains) losses realized in income		(38)		0		3,036
Other comprehensive income on available-for-sale debt securities		17,858		1,670		14,548

Unfunded pension and postretirement obligations:
Changes from plan amendments and actuarial gains and losses		39		405		(9)
Amortization of prior service cost, net actuarial gain (loss), settlement of plan obligation and curtailment gain included in net periodic benefit cost		4		(552)		(56)
Other comprehensive income (loss) on pension and postretirement obligations		43		(147)		(65)

Other comprehensive income before income tax		17,901		1,523		14,483
Income tax related to other comprehensive (income) loss		(3,935)		153		(3,042)

Other comprehensive income, net		13,966		1,676		11,441

Comprehensive income	$	37,393	$	27,634	$	35,589

The accompanying notes are an integral part of the consolidated financial statements.

Table of Contents Consolidated Statements of Changes in Stockholders’ Equity

(In Thousands Except Share and Per Share Data)


										Accumulated
										Other
	Common		Treasury	Common		Paid-in		Retained		Comprehensive		Treasury
	Shares		Shares	Stock		Capital		Earnings		Loss		Stock		Total
Balance, January 1, 2023	16,030,172	****	511,353	$	16,030	$	143,950	$	151,743	$	(49,878)	$	(12,520)	$	249,325
Adoption of ASU 2016-13 (CECL)									(1,652)						(1,652)
Net income									24,148						24,148
Other comprehensive income, net											11,441				11,441
Cash dividends declared on common stock, 1.12 per share									(17,211)						(17,211)
Shares issued for dividend reinvestment plan			(81,930)				(246)						1,888		1,642
Shares issued from treasury and redeemed related to exercise of stock options			(612)				(30)						30		0
Restricted stock granted			(53,788)				(1,314)						1,314		0
Forfeiture of restricted stock			25,261				556						(556)		0
Stock-based compensation expense							1,472								1,472
Purchase of restricted stock for tax withholding			9,453										(219)		(219)
Treasury stock purchases			325,300										(6,565)		(6,565)
Balance, December 31, 2023	16,030,172	****	735,037		16,030		144,388		157,028		(38,437)		(16,628)		262,381
Net income									25,958						25,958
Other comprehensive income, net											1,676				1,676
Cash dividends declared on common stock, 1.12 per share									(17,208)						(17,208)
Shares issued for dividend reinvestment plan			(83,838)				(273)						1,885		1,612
Restricted stock granted			(92,860)				(2,094)						2,094		0
Forfeiture of restricted stock			2,076				50						(50)		0
Stock-based compensation expense							1,494								1,494
Purchase of restricted stock for tax withholding			10,229										(212)		(212)
Treasury stock purchases			26,034										(417)		(417)
Balance, December 31, 2024	16,030,172	****	596,678		16,030		143,565		165,778		(36,761)		(13,328)		275,284
Net income									23,427						23,427
Other comprehensive income, net											13,966				13,966
Cash dividends declared on common stock, 1.12 per share									(17,991)						(17,991)
Shares issued to acquire Susquehanna Community Financial, Inc.	2,272,948				2,273		42,115								44,388
Treasury stock acquired as part of the Susquehanna Community Financial, Inc. acquisition			1,875										(37)		(37)
Shares issued for dividend reinvestment plan			(80,592)				(190)						1,798		1,608
Restricted stock granted			(56,417)				(1,261)						1,261		0
Forfeiture of restricted stock			7,898				180						(180)		0
Stock-based compensation expense							1,287								1,287
Purchase of restricted stock for tax withholding			9,733										(208)		(208)
Treasury stock purchases			501										(10)		(10)
Balance, December 31, 2025	18,303,120	****	479,676	$	18,303	$	185,696	$	171,214	$	(22,795)	$	(10,704)	$	341,714

All values are in US Dollars.

The accompanying notes are an integral part of the consolidated financial statements.

Table of Contents CONSOLIDATED STATEMENTS OF CASH FLOWS


		Years Ended December 31,
	****
(In Thousands)	****	2025		2024		2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income		$	23,427	$	25,958	$	24,148
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for credit losses			6,073		2,195		186
Realized (gains) losses on available-for-sale debt securities, net			(38)		0		3,036
Net amortization of securities			1,380		1,645		2,062
Increase in cash surrender value of life insurance			(1,927)		(1,830)		(2,703)
Depreciation and amortization of bank premises and equipment			2,363		2,183		2,151
Net accretion of acquisition accounting adjustments			(91)		(253)		(288)
Stock-based compensation			1,287		1,494		1,472
Deferred income taxes			2,718		(1,504)		836
Decrease in fair value of servicing rights			258		164		200
Net gains from sale of loans			(1,483)		(1,158)		(723)
Origination of loans held for sale			(47,587)		(37,841)		(24,630)
Proceeds from sales of loans held for sale			49,558		36,810		25,106
Increase in accrued interest receivable and other assets			(755)		(3,014)		(1,400)
(Decrease) increase in accrued interest payable and other liabilities			(3,300)		7,992		4,161
Other			120		194		(66)
Net Cash Provided by Operating Activities			32,003		33,035		33,548
CASH FLOWS FROM INVESTING ACTIVITIES:
Net cash and cash equivalents provided by business combination			5,826		0		0
Proceeds from maturities of certificates of deposit			1,250		1,500		3,250
Proceeds from sales of available-for-sale debt securities			143,197		0		60,819
Proceeds from calls and maturities of available-for-sale debt securities			50,778		39,188		52,323
Purchase of available-for-sale debt securities			(134,037)		(25,788)		(23,414)
Redemption of Federal Home Loan Bank of Pittsburgh stock			4,116		7,006		22,634
Purchase of Federal Home Loan Bank of Pittsburgh stock			(2,279)		(6,810)		(23,680)
Purchase of Federal Reserve Bank stock			(1,338)		(47)		(6,252)
Net increase in loans			(65,800)		(48,697)		(107,356)
Purchase of bank-owned life insurance			0		0		(30,000)
Proceeds from bank-owned life insurance			0		14,290		363
Purchase of premises and equipment			(1,905)		(1,906)		(2,265)
Proceeds from sale of foreclosed assets			346		293		267
Other			42		33		109
Net Cash Provided by (Used in) Investing Activities			196		(20,938)		(53,202)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net (decrease) increase in deposits			(30,370)		79,107		17,234
Net decrease in short-term borrowings			(19,670)		(31,386)		(46,188)
Proceeds from long-term borrowings - FHLB advances			0		59,386		85,436
Repayments of long-term borrowings - FHLB advances			(44,516)		(32,249)		(9,395)
Purchases of treasury stock			(218)		(629)		(6,784)
Common dividends paid			(16,293)		(15,530)		(15,569)
Net Cash (Used in) Provided by Financing Activities			(111,067)		58,699		24,734
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS			(78,868)		70,796		5,080
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD			123,574		52,778		47,698
CASH AND CASH EQUIVALENTS, END OF PERIOD		$	44,706	$	123,574	$	52,778
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Decrease in accrued purchase of available-for-sale debt securities		$	0	$	0	$	(2,000)
Assets acquired through foreclosure of real estate loans		$	231	$	0	$	423
Leased assets obtained in exchange for new operating lease liabilities		$	1,126	$	187	$	0
Interest paid		$	49,049	$	48,563	$	31,936
Income taxes paid		$	8,795	$	4,839	$	6,383

The accompanying notes are an integral part of the consolidated financial statements.

Table of Contents NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF CONSOLIDATION – The consolidated financial statements include the accounts of Citizens & Northern Corporation and its subsidiaries, Citizens & Northern Bank (“C&N Bank”), Bucktail Life Insurance Company and Citizens & Northern Investment Corporation (collectively, “Corporation”), as well as C&N Bank’s wholly-owned subsidiaries, C&N Financial Services, LLC and Northern Tier Holding LLC. C&N Bank is the sole member of C&N Financial Services, LLC and Northern Tier Holding LLC. All material intercompany balances and transactions have been eliminated in consolidation.

NATURE OF OPERATIONS – The Corporation’s principal office is located in Wellsboro, Pennsylvania. The Corporation’s operations are conducted in the Northern tier/Northcentral region of Pennsylvania and Southern tier of New York, Southeastern Pennsylvania (offices in Bucks and Chester counties) and Southcentral Pennsylvania (offices in York and Lancaster counties).

The Corporation provides banking and related services to individual and corporate customers. Lending products include commercial, mortgage and consumer loans, as well as specialized instruments such as commercial letters-of-credit. Deposit products include various types of checking accounts, passbook and statement savings, money market accounts, interest checking accounts, Individual Retirement Accounts and certificates of deposit.

The Corporation provides wealth management services through its trust department, including administration of trusts and estates, retirement plans, and other employee benefit plans, and investment management services. The Corporation offers a variety of personal and commercial insurance products through C&N Financial Services, LLC. C&N Financial Services, LLC also offers mutual funds, annuities, educational savings accounts and other investment products through registered agents.

The Corporation conducts its operations through one reportable segment. All of the Corporation’s activities are interrelated, and each activity is dependent and assessed based on how each of the activities of the Corporation supports the others. See Note 22, Segment Reporting, for additional information.

The Corporation is subject to competition from other financial institutions. It is also subject to regulation by certain federal and state agencies and undergoes periodic examination by those regulatory authorities.

USE OF ESTIMATES – The financial information is presented in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). In preparing consolidated financial statements, management is required to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent liabilities as of the date of the consolidated financial statements. In addition, these estimates and assumptions affect revenues and expenses in the consolidated financial statements and as such, actual results could differ from those estimates.

Material estimates that are particularly susceptible to change include the allowance for credit losses.

ACQUISITION ACCOUNTING

The Corporation accounts for its mergers and acquisitions using the acquisition method of accounting under the provisions of the FASB ASC Topic 805, Business Combinations ("ASC 805"). Under ASC 805, all of the assets acquired and liabilities assumed in a business combination are recognized at their acquisition-date fair value, while transaction costs and restructuring costs associated with the business combination are expensed as incurred. The determination of fair values involves significant judgment regarding methods and assumptions, including discount rates, future expected cash flows, market conditions and other future events. The excess of the merger consideration over the fair value of assets acquired and liabilities assumed, if any, is allocated to goodwill. The results of operations of the acquired entity are included in the consolidated statements of income from the acquisition date. In accordance with business combination accounting guidance, the Corporation's review of the fair values of the assets and liabilities acquired is ongoing, and management will continue to evaluate these fair values for up to one year following the merger date of October 1, 2025. Adjustments would be recorded to goodwill during the current reporting period.

Table of Contents INVESTMENT SECURITIES – Investment securities are accounted for as follows:

Available-for-sale debt securities – Available-for-sale debt securities include debt securities not classified as held-to-maturity or trading. Such securities are reported at fair value, with unrealized gains and losses excluded from earnings and reported separately through accumulated other comprehensive loss, net of tax. Premiums on non-amortizing available-for-sale debt securities are amortized using the level yield method to the earliest call date, while discounts on non-amortizing securities are amortized to the maturity date. Premiums and discounts on amortizing securities (mortgage-backed securities) are amortized using the level yield method over the remaining contractual life of the securities, adjusted for actual prepayments. Realized gains and losses on sales of available-for-sale securities are computed on the basis of specific identification of the adjusted cost of each security. Securities within the available-for-sale portfolio may be used as part of the Corporation’s asset and liability management strategy and may be sold in response to changes in interest rate risk, prepayment risk or other factors.

A debt security is placed on nonaccrual status at the time any principal or interest payments become over 90 days delinquent. Interest accrued but not received for a security placed on nonaccrual is reversed against interest income.

Allowance for Credit Losses- Available-for-Sale Debt Securities – For available-for-sale debt securities, management evaluates all investments in an unrealized loss position on a quarterly basis, and more frequently when economic or market conditions warrant such evaluation. If the Corporation has the intent to sell the security or it is more likely than not that the Corporation will be required to sell the security, the security is written down to fair value and the entire loss is recorded in earnings. If either of the above criteria is not met, the Corporation evaluates whether the decline in fair value is the result of credit losses or other factors. The Corporation has elected the practical expedient of zero credit loss estimates for securities issued or guaranteed by U.S. Government entities or agencies. In making the credit loss assessment of securities not issued or guaranteed by U.S. Government entities or agencies, the Corporation may consider various factors including the extent to which fair value is less than amortized cost, performance on any underlying collateral, downgrades in the ratings of the security by a rating agency, the failure of the issuer to make scheduled interest or principal payments and adverse conditions specifically related to the security. If the assessment indicates that a credit loss exists, the present value of cash flows expected to be collected are compared to the amortized cost basis of the security and any excess is recorded as an allowance for credit loss, limited by the amount that the fair value is less than the amortized cost basis. Any amount of unrealized loss that has not been recorded through an allowance for credit loss is recognized in other comprehensive income (loss).

Changes in the allowance for credit losses are recorded as provision for (or reversal of) credit loss expense. Losses are charged against the allowance for credit losses when management believes an available-for-sale debt security is confirmed to be uncollectible or when either of the criteria regarding intent or requirement to sell is met. At December 31, 2025 and 2024, there was no allowance for credit losses related to the available-for-sale portfolio.

Accrued interest receivable on available-for-sale debt securities totaled $2,514,000 at December 31, 2025 and $1,964,000 at December 31, 2024 and was excluded from the estimate of credit losses.

Marketable equity security – The marketable equity security is carried at fair value with unrealized gains and losses included in other noninterest income in the consolidated statements of income.

Restricted equity securities – Restricted equity securities consist primarily of Federal Home Loan Bank of Pittsburgh and Federal Reserve Bank of Philadelphia stock, and are carried at cost and evaluated for impairment. Holdings of restricted equity securities are included in other assets in the consolidated balance sheets, and dividends received on restricted securities are included in other income in the consolidated statements of income.

DERIVATIVES – The Corporation is a party to derivative financial instruments. These financial instruments consist of interest rate swap agreements and risk participation agreements (RPAs) which contain master netting and collateral provisions designed to protect the party at risk. 48

Table of Contents Interest rate swaps with commercial banking customers were executed to enable the commercial banking customers to effectively exchange their floating interest rate exposures on loans into fixed interest rate exposures. Those interest rate swaps have been simultaneously economically hedged by offsetting interest rate swaps with a third party such that the Corporation has effectively exchanged its fixed interest rate exposures for floating rate exposures. These derivatives are not designated as hedges and are not speculative. Changes in the fair value of both the customer swaps and the offsetting swaps are recognized directly in earnings. Interest differentials paid or received under the swap agreements are reflected as adjustments to interest and fees on loans in the consolidated statements of income. The fair value of interest rate derivatives is included in the balance of other assets and other liabilities in the consolidated balance sheets.

The Corporation has entered into RPAs with other institutions as a means to assume a portion of credit risk associated with loan structures which include derivative instruments, in exchange for fee income commensurate with the risk assumed. This type of derivative is referred to as an “RPA In.” The fair value of the RPA In is included in accrued interest and other liabilities in the consolidated balance sheets.

In an effort to reduce the credit risk associated with an interest rate swap agreement with a borrower for whom the Corporation has provided a loan structured with a derivative, the Corporation purchased an RPA from an institution participating in the facility in exchange for a fee commensurate with the risk shared. This type of derivative is referred to as an “RPA Out.” The fair value of the RPA Out is included in other assets in the consolidated balance sheets.

Fees paid and received associated with RPAs, as well as changes in fair value of the related derivatives, are included in other noninterest income in the consolidated statements of income.

LOANS HELD FOR SALE – Mortgage loans held for sale which are included in other assets in the consolidated balance sheets, are reported at the lower of cost or fair value, determined in the aggregate. At December 31, 2025 and 2024, loans held for sale were $1,591,000 and $2,485,000, respectively.

LOANS RECEIVABLE – Loans originated by the Corporation which management has the intent and ability to hold for the foreseeable future or until maturity or payoff are stated at unpaid principal balances, less the allowance for credit losses and net deferred loan fees. Interest income is accrued on the unpaid principal balance. Loan origination and commitment fees, as well as certain direct origination costs, are deferred and amortized as a yield adjustment over the lives of the related loans using the interest method.

Loans are placed on nonaccrual status for all classes of loans when, in the opinion of management, collection of interest is doubtful. Any unpaid interest previously accrued on those loans is reversed from income. Interest payments received on loans for which the risk of loss is greater than remote are applied as a reduction of the loan principal balance. Interest income on other nonaccrual loans is recognized only to the extent of interest payments received. Generally, loans are restored to accrual status when the obligation is brought current, has performed in accordance with the contractual terms for a reasonable period of time (generally six months) and the ultimate collectability of the total contractual principal and interest is no longer in doubt. The past due status of loans receivable is determined based on contractual due dates for loan payments. Also, the amortization of deferred loan fees is discontinued when a loan is placed on nonaccrual status. Loans are placed on nonaccrual or charged off at an earlier date if collection of principal or interest is considered doubtful.

PURCHASED LOANS – Prior to 2023, the Corporation purchased loans in business combinations, some of which had, at the acquisition dates, shown evidence of credit deterioration since origination. The purchased loans that showed evidence of credit impairment were designated as the purchased credit impaired (“PCI”) loans and were recorded at fair value, with no carryover of the allowance for loan losses. On January 1, 2023, the Corporation adopted Accounting Standard Update (ASU) 2016-13 Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (ASC 326) which replaced the prior accounting for PCI loans and required purchase credit deteriorated (“PCD”) loans receive an initial allowance at the acquisition date that represents an adjustment to the amortized cost basis of the loan, with no impact to earnings. In accordance with ASC 326, management did not reassess whether PCI assets met the criteria of PCD assets as of the date of adoption. On January 1, 2023, the amortized cost basis of PCD assets was adjusted to establish the allowance for credit losses. Essentially all of the PCD loans acquired prior to 2023 were reported as nonaccrual loans at December 31, 2025 and 2024. 49

Table of Contents Purchased loans that do not qualify as PCD assets were accounted for in accordance with Accounting Standards Update 2025-08, Financial Instruments – Credit Losses (Topic 326) (“ASU 2025-08”) (see Note 2, Recent Accounting Pronouncements for more detail). Under ASU 2025-08, acquired loans are deemed purchased seasoned loans and accounted for using the gross-up approach which records an initial allowance for credit losses through an adjustment to the initial amortized cost basis. The Corporation recorded an increase in the allowance for credit losses of $4,437,000 at October 1, 2025 related to the acquisition of non-PCD loans.

**ALLOWANCE FOR CREDIT LOSSES ON LOANS –**On January 1, 2023, the Corporation adopted ASC 326. This standard replaced the incurred loss methodology with an expected loss methodology that is referred to as the current expected credit loss (“CECL”) methodology. The Corporation adopted ASC 326 using the modified retrospective approach for all financial assets measured at amortized cost and off-balance sheet credit exposures.

The allowance for credit losses is a valuation account that is deducted from the loans' amortized cost basis to present the net amount expected to be collected on the loans. Loans are charged off against the allowance when management believes the uncollectibility of a loan balance is confirmed. Expected recoveries do not exceed the aggregate of amounts previously charged-off and expected to be charged-off.

The allowance for credit losses represents management’s estimate of lifetime credit losses inherent in loans as of the consolidated balance sheet date. The allowance for credit losses is estimated by management using relevant available information, from both internal and external sources, relating to past events, current conditions, and reasonable and supportable forecasts.

Accrued interest receivable on loans totaled $9,039,000 and $6,680,000 at December 31, 2025 and 2024, respectively, and was excluded from the estimate of credit losses.

The allowance for credit losses (“ACL”) includes two primary components: (i) an allowance established on loans which share similar risk characteristics collectively evaluated for credit losses (collective basis), and (ii) an allowance established on loans which do not share similar risk characteristics with any loan segment and which are individually evaluated for credit losses (individual basis).

Evaluation of Expected Losses on Individual Loans

Loans evaluated on an individual basis are identified based on a detailed assessment of certain larger loan relationships, and their related credit risk ratings, by a management committee referred to as the Watch List Committee. The scope of loans discussed by the Watch List Committee each quarter includes all commercial loan relationships greater than $400,000 and any residential mortgage or consumer loans of $400,000 or more for which there is at least one extension of credit graded Special Mention, Substandard or Doubtful.

Based on the results of the Watch List analysis, certain loans are evaluated individually for credit loss. The allowance is determined on an individual basis using the present value of expected cash flows or, for collateral-dependent loans, the fair value of the collateral as of the reporting date, less estimated selling costs, as applicable. If the fair value of the collateral is less than the amortized cost basis of the loan, the Corporation will create a specific allocation in the allowance for credit losses for the difference between the fair value of the collateral, less costs to sell at the reporting date and the amortized cost basis of the loan. Additionally, all PCD loans are evaluated individually for credit loss.

Table of Contents Collective Evaluation of Expected Losses – Pool Basis

The Corporation measures expected credit losses for loans on a pooled basis when similar risk characteristics exist. The Corporation has identified the following portfolio segments and calculates the allowance for credit losses for each using the weighted-average remaining maturity (“WARM”) method:


Commercial real estate - nonowner occupied, further broken down into the following classes:
Non-owner occupied
Multi-family (5 or more) residential
1-4 Family - commercial purpose
Commercial real estate - owner occupied
All other commercial loans, further broken down into the following classes:
Commercial and industrial
Commercial lines of credit
Political subdivisions
Commercial construction and land
Other commercial loans
Residential mortgage loans, further broken down into the following classes:
1-4 Family – residential
1-4 Family residential construction
Consumer loans, further broken down into the following classes:
Consumer lines of credit (including HELOCs)
All other consumer loans

In determining the pools for collective evaluation, management uses a combination of loan purpose, collateral and payment type (for example, lines of credit vs. amortizing).

A summary of risk characteristics by portfolio segment is as follows:

Commercial real estate - non-owner occupied- Commercial real estate properties primarily include retail buildings/shopping centers, hotels, office buildings and mixed use properties. Increases in vacancy rates, interest rates or other changes in general economic conditions can have an impact on the borrower’s ability to repay the loan. Commercial real estate loans are generally considered to have a higher degree of credit risk as they may be dependent on the ongoing success and operating viability of a fewer number of tenants who are occupying the property and who may have a greater degree of exposure to economic conditions. This segment also includes commercial purpose loans collateralized by multi-family (5 or more) and 1-4 Family residential properties. Multi-family loans and commercial loans collateralized by 1-4 Family residences are expected to be repaid from the cash flows of the underlying properties so the collective amount of rents must be sufficient to cover all operating expenses, property management and maintenance, taxes and debt service. Increases in vacancy rates, interest rates or other changes in general economic conditions can have an impact on the borrower’s ability to repay the loan.

Commercial real estate - owner-occupied - Owner-occupied loans are typically repaid first by the cash flows generated by the borrower’s business operations. The primary risk characteristics are specific to the underlying business and its ability to generate sustainable profitability and positive cash flow. Factors that may influence a borrower's ability to repay the loan include demand for the business’ products or services, the quality and depth of management, the degree of competition, regulatory changes, and general economic conditions.

All other commercial loans- All other commercial loans include commercial and industrial loans, commercial lines of credit, loans to political subdivisions, commercial construction and land loans and other commercial loans. The primary risk characteristics for commercial and industrial loans are specific to the underlying business and its ability to generate sustainable profitability and positive cash flow. Factors that may influence a borrower's ability to repay the loan include demand for the business’ products or services, the quality and depth of management, the degree of competition, regulatory changes, and general economic conditions. The Corporation’s ability to foreclose and realize sufficient value from business assets securing these loans is often uncertain. To mitigate the risk characteristics of commercial and industrial loans, commercial real estate may be included as a secondary source of collateral. The Corporation will often require more frequent reporting requirements from the borrower in order to better monitor its business performance. The Corporation also originates various types of loans made directly to political subdivisions. These loans are repaid

Table of Contents through general cash flows or through specific revenue streams. The primary risk characteristics associated with political subdivisions are the municipalities’ ability to manage cash flow and balance the fiscal budget, fixed asset and infrastructure requirements. Additional risks include changes in demographics, as well as social and political conditions. The primary risk characteristics for commercial construction and land loans are specific to the uncertainty on whether the construction will be completed according to the specifications and schedules. Factors that may influence the completion of construction may be customer specific, such as the quality and depth of property management, or related to changes in general economic conditions.

Residential mortgage loans - Residential mortgage loans include 1-4 Family residential mortgage loans and 1-4 Family construction mortgage loans. These loans are secured by first or second liens on a primary residence or investment property. The primary risk characteristics associated with residential mortgage loans typically involve major changes to the borrower, including unemployment or other loss of income; unexpected significant expenses, such as medical expenses, catastrophic events, divorce or death. Residential mortgage loans that have adjustable rates could expose the borrower to higher payments in a rising rate environment. Real estate values could decrease and cause the value of the underlying property to fall below the loan amount, creating additional potential loss exposure for the Corporation. Residential construction loans are exposed to uncertainty on whether the construction will be completed according to the specifications and schedules. Factors that may influence the completion of construction may be customer specific or related to changes in general economic conditions.

Consumer loans - Consumer loans include consumer lines of credit (including HELOCs) and all other consumer loans. Risks associated with HELOCs are similar to those of other residential mortgage loans. Other consumer loans generally have higher interest rates and shorter terms than residential loans but tend to have higher credit risk due to the type of collateral securing the loan or in some cases the absence of collateral. The primary risk characteristics associated with HELOCs and other consumer loans typically involve major changes to the borrower, including unemployment or other loss of income, unexpected significant expenses, such as for major medical expenses, catastrophic events, divorce or death.

Estimation Method - WARM (Weighted-Average Remaining Maturity Method)

In applying the WARM method, for each pool identified above, the Corporation determines the annual net charge-offs as a percentage of average total loan balances (net charge-off percentage). For each loan pool, the average annualized net charge-off percentage is multiplied by the estimated weighted-average remaining average life of the loans to calculate the loss rate.

The calculation of the estimated weighted-average remaining life of each loan pool is based on instrument-level data, with contractual principal payments adjusted for the estimated impact of prepayments. Commercial lines of credit and other revolving credit facilities are generally assumed to be repaid after 1 year. The estimated weighted-average remaining life of the entire portfolio was calculated to be 3.87 years at December 31, 2025, 4.04 years at December 31, 2024 and 4.48 years at December 31, 2023.

Qualitative Factors

The allowance for credit losses calculation includes subjective adjustments for qualitative risk factors that are deemed likely to cause estimated credit losses to differ from historical experience. These qualitative adjustments generally increase allowance levels and include adjustments for factors deemed relevant, including: the nature and volume of portfolio changes, including loan portfolio growth; concentrations of credit based on loan type (such as non-owner occupied commercial real estate) or industry; the volume and severity of past due, nonaccrual or adversely classified loans; trends in real estate or other collateral values; lending policies and procedures, including changes in underwriting and collections practices; credit review function; lending, credit and other relevant management experience and risk tolerance; external factors and economic conditions not already captured.

Economic Forecast

ASC 326 requires management to consider forward-looking information that is both reasonable and supportable and relevant to the collectability of cash flows. Reasonable and supportable forecasts may extend over the entire contractual term of a financial asset or a period shorter than the contractual term. In that regard, management has selected a forecast period of 2 years, which is shorter than the estimated weighted-average remaining life of the loan portfolio.

The Corporation calculates an additional expected credit loss based on the high correlation between past loss experience and the U.S national unemployment rate. This additional credit loss is added to the allowance calculation, conceptually for the first 2 years of the 52

Table of Contents weighted-average remaining life of the portfolio after which time the credit loss for each pool is determined based on the WARM historical loss rate as adjusted for qualitative factors.

ALLOWANCE FOR CREDIT LOSSES ON OFF-BALANCE SHEET EXPOSURES

Financial instruments include off-balance sheet credit instruments, such as commitments to make loans, commercial letters of credit and credit enhancement obligations related to residential mortgage loans sold with recourse. The Corporation’s exposure to credit loss in the event of nonperformance by the other party to the financial instrument for off-balance sheet loan commitments is represented by the contractual amount of those instruments. Such financial instruments are recorded when they are funded.

The Corporation records an allowance for credit losses on off-balance sheet credit exposures, unless the commitments to extend credit are unconditionally cancelable, through a charge to provision for unfunded commitments in the Corporation’s consolidated statements of income. The allowance for credit losses on off-balance sheet credit exposures is estimated by loan segment at each consolidated balance sheet date under the current expected credit loss model using the same methodologies as portfolio loans, taking into consideration the likelihood that funding will occur as well as any third-party guarantees. The allowance for off-balance sheet exposures is included in accrued interest and other liabilities in the Corporation’s consolidated balance sheets and the related credit expense is recorded in the provision for credit losses in the consolidated statements of income.

BANK PREMISES AND EQUIPMENT – Bank premises and equipment are stated at cost less accumulated depreciation and amortization. Repair and maintenance expenditures which extend the useful lives of assets are capitalized, and other repair and maintenance expenditures are expensed as incurred. Depreciation and amortization expense is computed using the straight-line method with useful lives ranging from 3 to 40 years for building and improvements and 3 to 10 years for furniture and equipment.

IMPAIRMENT OF LONG-LIVED ASSETS – The Corporation reviews long-lived assets, such as premises and equipment and intangibles, for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. These changes in circumstances may include a significant decrease in the market value of an asset or the manner in which an asset is used. If there is an indication the carrying value of an asset may not be recoverable, future undiscounted cash flows expected to result from use of the asset are estimated. If the sum of the expected cash flows is less than the carrying value of the asset, a loss is recognized for the difference between the carrying value and fair market value of the asset.

FORECLOSED ASSETS HELD FOR SALE – Foreclosed assets held for sale consist of real estate acquired by foreclosure and are initially recorded at fair value, less estimated selling costs, establishing a new cost basis. If fair value declines subsequent to foreclosure, a valuation allowance is recorded through expense. Operating costs after acquisition are expensed.

GOODWILL – Goodwill represents the excess of the cost of acquisitions over the fair value of the net assets acquired. Goodwill is tested at least annually at December 31 for impairment, or more often if events or circumstances indicate there may be impairment. The Corporation has performed a qualitative assessment for impairment at December 31, 2025 and 2024.

CORE DEPOSIT INTANGIBLES – Amortization of core deposit intangibles is calculated using an accelerated method. In determining amortization using the accelerated method for any given period, the amount of expected cash flows for that period that were used in determining the acquisition-date fair value is divided by the total amount of expected cash flows over the life of the asset. That percentage is multiplied by the initial carrying amount of the asset to arrive at amortization expense for that period. If the Corporation’s cash flow patterns differ significantly from the initial estimates, the amortization schedule would be adjusted prospectively.

SERVICING RIGHTS – When mortgage loans are sold with servicing retained by the Corporation, the servicing rights are initially recorded at fair value as an asset with the consolidated statement of income effect recorded in net gains on sales of loans. Under the fair value method, the valuation of servicing rights is adjusted quarterly, with changes in fair value included in loan servicing fees, net, in the consolidated statements of income. Significant inputs to the valuation include expected net servicing income to be received, the expected life of the underlying loans and the discount rate. The servicing rights asset is included in other assets in the consolidated balance sheets.

INCOME TAXES – Income tax provision is the total of the current year income tax due or refundable and the change in deferred tax assets and liabilities. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amount of existing assets and liabilities and their respective tax bases given the provisions of the enacted 53

Table of Contents tax laws. Deferred tax assets are reduced, if necessary, by the amount of such benefits that are not expected to be realized based upon available evidence. Tax benefits from investments in limited partnerships that have qualified for federal low-income tax credits are recognized as a reduction in the provision for income tax over the term of the investment using the effective yield method. The Corporation includes income tax penalties in the provision for income tax. The Corporation has no accrued interest related to unrecognized tax benefits.

STOCK-BASED COMPENSATION –Stock-based compensation is accounted for under the fair value method as required by U.S. GAAP. The fair value of restricted stock is based on the current market price on the date of grant. The expense associated with stock-based compensation is recognized over the vesting period of each individual arrangement.

TREASURY STOCK – Common stock held in treasury is accounted for using the cost method, which treats stock held in treasury as a reduction to total stockholders’ equity. The shares may be purchased in the open market or in privately negotiated transactions from time to time depending upon market conditions and other factors**.**

OFF-BALANCE SHEET FINANCIAL INSTRUMENTS – In the ordinary course of business, the Corporation has entered into off-balance sheet financial instruments consisting of commitments to extend credit and standby letters of credit. Such financial instruments are recorded in the consolidated financial statements when they are funded.

CASH FLOWS – The Corporation utilizes the net reporting of cash receipts and cash payments for certain deposit and lending activities. Cash equivalents include federal funds sold and all cash and amounts due from depository institutions and interest-bearing deposits in other banks with original maturities of three months or less.

REVENUE RECOGNITION – The Corporation generally fully satisfies its performance obligations on its contracts with customers as services are rendered and the transaction prices are typically fixed; charged either on a periodic basis or based on activity. Because performance obligations are satisfied as services are rendered and the transaction prices are fixed, there is little judgment involved in the determination of the amount and timing of revenue from contracts with customers.

Additional disclosures related to the Corporation’s largest sources of noninterest income within the consolidated statements of income from contracts with customers that are subject to ASC Topic 606 are as follows:

Trust revenue – C&N Bank’s trust department provides a wide range of financial services, including wealth management services for individuals, businesses and retirement funds, administration of 401(k) and other retirement plans, retirement planning, estate planning and estate settlement services. Trust clients are located primarily within the Corporation’s geographic markets. Assets held in a fiduciary capacity by C&N Bank are not the Corporation’s assets and are therefore not included in the consolidated balance sheets. The fair value of trust assets under administration was approximately $1,468,691,000 at December 31, 2025 and $1,347,853,000 at December 31, 2024. Trust revenue is included within noninterest income in the consolidated statements of income.

The majority (approximately 79%, based on annual 2025 results) of trust revenue is earned and collected monthly, with the amount determined based on a percentage of the fair value of the trust assets under administration. Wealth management fees are contractually agreed with each customer, and fee levels vary based mainly on the size of assets under administration. The services provided under such a contract represent a single performance obligation under ASC 606 because it embodies a series of distinct goods or services that are substantially the same and have the same pattern of transfer to the customer. None of the contracts with trust customers provide for incentive-based fees. In addition to wealth management fees, trust revenue includes fees for provision of services, including employee benefit plan administration, tax return preparation and estate planning and settlement. Fees for such services are billed based on contractual arrangements or established fee schedules and are typically billed upon completion of providing such services. The costs of acquiring trust customers are incremental and recognized within noninterest expense in the consolidated statements of income.

Brokerage and insurance revenue- Investment commissions are earned through the sales of non-deposit investment products to customers of the Corporation. The sales are conducted through a third-party broker-dealer. When the commissions are received and recorded into income on the Corporation’s consolidated income statement, there is no contingent portion that may need to be refunded back to the broker-dealer.

Service charges on deposit accounts – Deposits are included as liabilities in the consolidated balance sheets. Service charges on deposit accounts include: overdraft fees, which are charged when customers overdraw their accounts beyond available funds; automated teller machine (ATM) fees charged for withdrawals by deposit customers from other financial institutions’ ATMs; and a variety of other monthly or transactional fees for services provided to retail and business customers, mainly associated with checking accounts. 54

Table of Contents All deposit liabilities are considered to have one-day terms and therefore related fees are recognized in income at the time when the services are provided to the customers. Incremental costs of obtaining deposit contracts are not significant and are recognized as expense when incurred within noninterest expense in the consolidated statements of income.

Interchange revenue from debit card transactions – The Corporation issues debit cards to consumer and business customers with checking, savings or money market deposit accounts. Debit card and ATM transactions are processed via electronic systems that involve several parties. The Corporation’s debit card and ATM transaction processing is executed via contractual arrangements with payment processing networks, a processor and a settlement bank. As described above, all deposit liabilities are considered to have one-day terms and therefore interchange revenue from customers’ use of their debit cards to initiate transactions are recognized in income at the time when the services are provided and related fees received in the Corporation’s deposit account with the settlement bank. Incremental costs associated with ATM and interchange processing are recognized as expense when incurred within noninterest expense in the consolidated statements of income.

Bank-Owned Life Insurance- The Corporation has purchased bank-owned life insurance policies (“BOLI”) and is the beneficiary of these policies that insure the lives of certain of its current and former officers. The Corporation recognizes the cash surrender value under the insurance policies as an asset in the consolidated balance sheet. Changes in the cash surrender value are recorded in non-interest income in the consolidated statements of income.

Transfer of Financial Assets- Transfers of financials assets are accounted for as sales, when control over the assets has been relinquished. Control over transferred assets is deemed to be surrendered when (1) the assets have been legally isolated from the Corporation, (2) the transferee obtains the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets, and (3) the Corporation does not maintain effective control over the transferred assets.

RECENT ACCOUNTING PRONOUNCEMENTS

The Financial Accounting Standards Board (FASB) issues Accounting Standard Updates (ASUs) to communicate changes to the FASB Accounting Standard Codification (ASC). This section provides a summary description of recent ASUs that have significant implications (elected or required) within the consolidated financial statements, or that management expects may have a significant impact on financial statements issued in the foreseeable future.

In December 2023*,the FASB issued ASU 2023-09,* Income Taxes (Topic 740): Improvements to Income Tax Disclosures which improves the transparency of income tax disclosures by requiring (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction. The Corporation adopted the amended guidance in its consolidated financial statements for the year ended December 31, 2025, on a prospective basis and the related disclosures are included in Note 14.

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 expands the population of acquired financial assets accounted for using a gross-up approach which records an initial allowance for credit losses through an adjustment to the initial amortized cost basis. Acquired loans (excluding credit cards) are deemed purchased seasoned loans and accounted for using the gross-up approach upon acquisition if criteria established by the new guidance are met. All non-PCD loans (excluding credit cards) that are acquired in a business combination are deemed seasoned. 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. The Corporation adopted the ASU in accounting for the business combination in the fourth quarter of 2025 and recorded in the acquisition an initial allowance for credit losses of $4,437,000 for non-PCD loans.

Recently Issued but Not Yet Effective Accounting Pronouncements

In December of 2024, the FASB issued ASU 2024-03, *Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40),*which requires disclosure of certain costs and expenses in the notes to the consolidated financial statements. The amendments in this ASU will become effective for fiscal years beginning after December 15, 2026, and will be effective for interim periods with fiscal years beginning after December 15, 2027, with early adoption permitted. The amendments will be applied prospectively with the option for retrospective application. We are currently evaluating the impact of the standard to our consolidated financial statement disclosures.

Table of Contents 3. BUSINESS COMBINATION

On October 1, 2025, the Corporation completed its previously announced merger with Susquehanna Community Financial, Inc. (“Susquehanna”). Susquehanna was the parent company of Susquehanna Community Bank, with seven banking offices located in Lycoming, Northumberland, Snyder and Union counties in Pennsylvania. Pursuant to the Agreement and Plan of Merger dated April 23, 2025 between the Corporation and Susquehanna, Susquehanna merged with and into the Corporation, with the Corporation as the surviving corporation in the Merger. Immediately following the completion of the Merger, Susquehanna Community Bank, the wholly owned subsidiary of Susquehanna, merged with and into C&N Bank, with C&N Bank surviving. Management believes the combination creates additional scale in central Pennsylvania and further diversifies its loan portfolio and funding base, thus increasing resiliency and efficiency.

The consolidated financial statements include the formerly separate Susquehanna operations from October 1, 2025 through December 31, 2025. Since the activities of the former Susquehanna operations have been combined with those of the Corporation, the Corporation’s ability to report on the former operations of Susquehanna is inherently limited. The Corporation estimates that included in the Consolidated Statement of Income for 2025 are total revenues of $6.3 million and net income of $2.4 million attributable to the former Susquehanna operations, excluding merger-related expenses.

Upon completion of the merger, shareholders of Susquehanna became entitled to exchange each share of Susquehanna common stock owned for 0.80 shares of the Corporation’s common stock. Cash was issued in lieu of fractional shares resulting from the conversion of Susquehanna’s stock. In total, the Corporation issued 2,272,948 shares of common stock to the former Susquehanna stockholders resulting in total merger consideration valued at $44.6 million and an increase in stockholders’ equity of $44.4 million, net of equity issuance costs. The value of the stock consideration transferred at the close of the transaction was based on the average of the high and low trading price of the Corporation’s common stock of $19.64 per share on October 1, 2025.

The merger was accounted for using the acquisition method of accounting and, accordingly, purchased assets, including identifiable intangible assets, and assumed liabilities were recorded at their respective acquisition date fair values. The fair value measurements of assets acquired and liabilities assumed are subject to refinement for up to one year after the closing date of the acquisition as additional information relative to closing date fair values becomes available. The merger was also accounted for using Accounting Standards Update 2025-08, Financial Instruments – Credit Losses (Topic 326). The Corporation early adopted ASU 2025-08 which applies the gross-up method to acquired non-PCD assets that are purchased seasoned loans using a gross-up approach which records an initial allowance for credit losses through to the initial amortized cost basis.

The following tables summarize the consideration paid for the Susquehanna acquisition and the estimated fair values of the assets acquired and liabilities assumed at the acquisition date. As reflected in the following tables, goodwill represents consideration transferred in the transaction in excess of the fair value of net assets acquired. The goodwill resulting from the transaction represents the value management expects the Corporation to realize from additional scale and diversification of the loan portfolio and funding base, and related increases in resiliency and efficiency. The goodwill recorded in the Susquehanna merger is attributable to the Corporation’s sole business segment, community banking, and is not deductible for income tax reporting purposes.


(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)
Corporation's shares issued		2,272,948
Price per share of the Corporation's common stock (average of the high and low trading price on October 1, 2025)	$	19.64

Value of the Corporation's stock consideration	$	44,641
Cash paid in lieu of fractional shares		2
Total merger consideration	$	44,643

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(In Thousands)
		Susquehanna		Fair		Susquehanna
		Book Value		Value		Fair Value
		October 1, 2025		Adjustments		October 1, 2025

Merger consideration					$	44,643
Recognized amounts of identifiable assets acquired and liabilities assumed:
Cash and cash equivalents	$	6,080	$	0	$	6,080
Available-for-sale debt securities		148,243		(626)		147,617
Loans, net of allowance for credit losses		396,851		(10,337)		386,514
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		10,690		10,690
Deferred tax asset, net		4,458		712		5,170
Other assets		13,634		788		14,422
Total identifiable assets acquired		587,382		(1,983)		585,399
Deposits		501,037		451		501,488
Short-term borrowing		45,800		0		45,800
Other liabilities		4,158		116		4,274
Total liabilities assumed		550,995		567		551,562
Total identifiable net assets		36,387		(2,550)		33,837
Goodwill		0		10,806		10,806
Total Allocation	$	36,387	$	8,256	$	44,643

The following is a description of the methodologies used to estimate the fair values of the significant assets acquired and liabilities assumed at the acquisition date:

Acquisition-date fair values for available-for-sale debt securities were determined using Level 1 inputs consistent with the methods described in Note 21. In October 2025, the Corporation 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.

The Corporation decreased the fair value of premises and equipment by $3.2 million with a corresponding increase to goodwill. The adjustment is based primarily on a comparison of third-party appraisals for buildings, land and land improvements. The fair value adjustments will be depreciated over the estimated useful lives of the applicable assets, primarily 20 years.

The Corporation recognized a core deposit intangible of $10,690,000. The core deposit intangible represents the estimated value of lower-cost funding provided by the nonmaturity deposits assumed in comparison with the Corporation’s estimated cost of borrowing funds in the market. The core deposit intangible was valued based on discounted future cash flows expected to result from ownership including estimates of the timing and amount of cash flows as well as estimated discount rates. The core deposit intangible will be amortized over a weighted-average life of 4.2 years, subject to adjustment if the Corporation’s cash flow patterns vary significantly from the initial estimates.

Deposit liabilities assumed were segregated into two categories: (1) nonmaturity deposits (checking, savings and money market), and (2) time deposits (deposit accounts with a stated maturity). For nonmaturity deposits, the acquisition date outstanding balance of the assumed deposit accounts approximates fair value. In determining the fair value of time deposits, the Corporation discounted the contractual cash flows of the deposit accounts using prevailing market interest rates for time deposit accounts of similar type and duration. An adjustment of $451,000 was recorded to reflect the fair value of the time deposits assumed, which was determined using a discounted cash flow approach that utilized discount rates equal to current market interest rates for instruments with similar terms and maturities. The fair value adjustment for time deposits will be amortized over 1.25 years.

The short-term borrowing consisted of an overnight advance from the Federal Home Loan Bank of Pittsburgh at a market rate of interest with no fair value adjustment. This advance was paid off on October 1, 2025. 57

Table of Contents Loans: The fair values of loans were generally based on a discounted cashflow methodology that considered market interest rates, expected credit losses, prepayment assumptions and other market factors for loans with similar characteristics including loan type, collateral, fixed or variable interest rate and credit risk characteristics. Expected credit losses were determined based on credit characteristics and other factors such as default and recovery rates of similar products.

The Corporation evaluated and classified the acquired loans as non-PCD or PCD. The PCD loans include loans which experienced more-than-insignificant credit deterioration since origination. PCD loans included loans on nonaccrual status and loans with a risk rating of special mention or substandard based on the Corporation’s internal risk rating system. For PCD and non-PCD loans, an ACL is recorded on day 1 and added to the fair value of the loan to determine its amortized cost. The following table presents details related to the fair value of acquired PCD loans at the acquisition date:



(In Thousands)
		PCD		Non-PCD
Unpaid principal balance	$	26,999	$	373,827
Allowance for credit losses at acquisition		(2,637)		(4,437)
Other discount		(3,286)		(3,952)
Fair value	$	21,076	$	365,438

The allowance for credit losses at acquisition represents the amount of principal not expected to be collected.

The following table presents pro forma information as if the merger between the Corporation and Susquehanna had been completed on January 1, 2024. These results combine the historical results of Susquehanna into the Corporation’s Consolidated Statements of Income and, while adjustments were made for the estimated impact of certain fair value adjustments, the pro forma information does not necessarily reflect the results of operations that would have occurred had the merger taken place at the beginning of 2024. For example, merger-related expenses are included in the periods where such expenses were incurred. The pro forma information does not include the impact of expected expense efficiencies nor does it consider any potential impacts of current market conditions or other factors.


(In Thousands)	Pro forma (Unaudited)
	2025			2024
Net interest income	$	106,670		$	97,687
Noninterest income		32,920			32,050
Total revenue	$	139,590		$	129,737

Net Income	$	31,866		$	29,845

The pro forma information for 2025 immediately above was adjusted to exclude the impact of merger-related expenses. Merger-related expenses include expenses related to conversion of Susquehanna’s core customer system data into the Corporation’s core system, severance and similar expenses, legal and other professional fees and various other costs. Total merger-related expenses incurred in 2025 and eliminated from the pro forma information was $9,400,000 (including $1,460,000 incurred by Susquehanna), or $7,652,000 net of tax (including $1,302,000 incurred by Susquehanna).

Table of Contents 4. PER SHARE DATA

Basic earnings per common share are calculated using the two-class method to determine income attributable to common shareholders. Unvested restricted stock awards that contain nonforfeitable rights to dividends are considered participating securities under the two-class method. Distributed dividends and an allocation of undistributed net income to participating securities reduce the amount of income attributable to common shareholders. Income attributable to common shareholders is then divided by weighted-average common shares outstanding for the period to determine basic earnings per common share. The Corporation’s basic and diluted earnings per shares are the same because there are no potential dilutive shares of common stock outstanding.


(In Thousands, Except Share and Per Share Data)		Years Ended
		December 31,		December 31,		December 31,
		2025		2024		2023

Net income		$	23,427	$	25,958	$	24,148
Less: Dividends and undistributed earnings allocated to participating securities			(182)		(211)		(186)
Net income attributable to common shares		$	23,245	$	25,747	$	23,962
Weighted-average common shares outstanding			15,949,789		15,262,504		15,241,859
Earnings per common share - Basic and Diluted		$	1.46	$	1.69	$	1.57
Weighted-average nonvested restricted shares outstanding			124,661		125,254		118,122

Anti-dilutive stock options are excluded from net income per share calculations. There were no anti-dilutive instruments in 2025 or 2024. Weighted-average common shares available from anti-dilutive instruments totaled 8,963 shares in 2023.

Table of Contents 5. COMPREHENSIVE INCOME (LOSS)

Comprehensive income (loss) is the total of (1) net income, and (2) all other changes in equity from non-stockholder sources, which are referred to as other comprehensive income (loss). The components of other comprehensive income (loss), and the related tax effects, are as follows:


(In Thousands)		Before-Tax			Income Tax			Net-of-Tax
		Amount			Effect			Amount
2025
Available-for-sale debt securities:
Unrealized holding gains on available-for-sale debt securities		$	17,896		$	(3,936)		$	13,960
Reclassification adjustment for gains realized in income			(38)			8			(30)
Other comprehensive income from available-for-sale debt securities			17,858			(3,928)			13,930
Unfunded pension and postretirement obligations:
Changes from plan amendments and actuarial gains and losses			39			(6)			33
Amortization of prior service cost, net actuarial gain and settlement of plan obligation included in net periodic benefit cost			4			(1)			3
Other comprehensive income on unfunded retirement obligations			43			(7)			36
Total other comprehensive income		$	17,901		$	(3,935)		$	13,966
2024
Available-for-sale debt securities:
Unrealized holding gains on available-for-sale debt securities		$	1,670		$	124		$	1,794
Reclassification adjustment for losses realized in income			0			0			0
Other comprehensive income from available-for-sale debt securities			1,670			124			1,794
Unfunded pension and postretirement obligations:
Changes from plan amendments and actuarial gains and losses			405			(87)			318
Amortization of prior service cost and net actuarial loss and curtailment gain included in net periodic benefit cost			(552)			116			(436)
Other comprehensive loss on unfunded retirement obligations			(147)			29			(118)
Total other comprehensive income		$	1,523		$	153		$	1,676
2023
Available-for-sale debt securities:
Unrealized holding gains on available-for-sale debt securities		$	11,512		$	(2,418)		$	9,094
Reclassification adjustment for losses realized in income			3,036			(638)			2,398
Other comprehensive income from available-for-sale debt securities			14,548			(3,056)			11,492
Unfunded pension and postretirement obligations:
Changes from plan amendments and actuarial gains and losses			(9)			2			(7)
Amortization of prior service cost and net actuarial loss included in net periodic benefit cost			(56)			12			(44)
Other comprehensive loss on unfunded retirement obligations			(65)			14			(51)
Total other comprehensive income		$	14,483		$	(3,042)		$	11,441

Items reclassified out of each component of accumulated other comprehensive loss are as follows:


		Affected Line Item in the
Description	****	Consolidated Statements of Income
Reclassification adjustment for (gains) losses realized in income (before-tax)		Realized gains (losses) on available-for-sale debt securities, net
Amortization of prior service cost, net actuarial gain (loss), settlement of plan obligation and curtailment gain included in net periodic benefit cost (before-tax)		Other noninterest expense
Income tax effect		Income tax provision

Table of Contents Changes in the components of accumulated other comprehensive loss, included in stockholders’ equity, are as follows:


(In Thousands)								Accumulated
		Unrealized			Unfunded			Other
	****	(Losses) Gains		****	Retirement		****	Comprehensive
	****	on Securities		****	Obligations		****	Loss
2025
Balance, beginning of period		$	(37,084)		$	323		$	(36,761)
Other comprehensive income during year ended December 31, 2025			13,930			36			13,966
Balance, end of period		$	(23,154)		$	359		$	(22,795)
2024
Balance, beginning of period		$	(38,878)		$	441		$	(38,437)
Other comprehensive income (loss) during year ended December 31, 2024			1,794			(118)			1,676
Balance, end of period		$	(37,084)		$	323		$	(36,761)
2023
Balance, beginning of period		$	(50,370)		$	492		$	(49,878)
Other comprehensive income (loss) during year ended December 31, 2023			11,492			(51)			11,441
Balance, end of period		$	(38,878)		$	441		$	(38,437)

CASH AND DUE FROM BANKS

Cash and due from banks at December 31, 2025 and 2024 include the following:


(In Thousands)		December 31,			December 31,
		2025			2024
Cash and cash equivalents		$	44,706		$	123,574
Certificates of deposit			1,350			2,600
Total cash and due from banks		$	46,056		$	126,174

Certificates of deposit are issues by U.S. banks with original maturities greater than three months. Each certificate of deposit is fully FDIC-insured. The Corporation maintains cash and cash equivalents with certain financial institutions in excess of the FDIC insurance limit. 61

Table of Contents 7. SECURITIES

Amortized cost and fair value of available-for-sale debt securities at December 31, 2025 and 2024 are summarized as follows. No allowance for credit losses was recorded at December 31, 2025 and 2024.


(In Thousands)		December 31, 2025
					Gross			Gross
					Unrealized			Unrealized
	****	Amortized		****	Holding		****	Holding		****	Fair
		Cost			Gains			Losses			Value

Obligations of the U.S. Treasury		$	8,047		$	0		$	(565)		$	7,482
Obligations of U.S. Government agencies			11,423			3			(677)			10,749
Bank holding company debt securities			36,103			8			(2,035)			34,076
Obligations of states and political subdivisions:
Tax-exempt			105,149			317			(7,107)			98,359
Taxable			50,306			4			(6,158)			44,152
Mortgage-backed securities issued or guaranteed by U.S. Government agencies or sponsored agencies:
Residential pass-through securities			148,865			679			(5,623)			143,921
Residential collateralized mortgage obligations			65,782			107			(2,182)			63,707
Commercial mortgage-backed securities			99,095			23			(6,487)			92,631
Private label commercial mortgage-backed securities			3,490			0			(1)			3,489
Asset-backed securities,
Collateralized loan obligations			8,000			9			0			8,009
Total available-for-sale debt securities		$	536,260		$	1,150		$	(30,835)		$	506,575


(In Thousands)		December 31, 2024
					Gross			Gross
					Unrealized			Unrealized
	****	Amortized		****	Holding		****	Holding		****	Fair
		Cost			Gains			Losses			Value

Obligations of the U.S. Treasury		$	8,067		$	0		$	(949)		$	7,118
Obligations of U.S. Government agencies			10,154			0			(1,129)			9,025
Bank holding company debt securities			28,958			0			(3,712)			25,246
Obligations of states and political subdivisions:
Tax-exempt			111,995			238			(10,931)			101,302
Taxable			51,147			0			(8,641)			42,506
Mortgage-backed securities issued or guaranteed by U.S. Government agencies or sponsored agencies:
Residential pass-through securities			104,378			6			(9,970)			94,414
Residential collateralized mortgage obligations			53,389			10			(3,505)			49,894
Commercial mortgage-backed securities			73,470			0			(8,969)			64,501
Private label commercial mortgage-backed securities			8,365			9			0			8,374
Total available-for-sale debt securities		$	449,923		$	263		$	(47,806)		$	402,380

Table of Contents The following table presents gross unrealized losses and fair value of available-for-sale debt securities aggregated by length of time that individual securities have been in a continuous unrealized loss position at December 31, 2025 and 2024 for which an allowance for credit losses has not been recorded.


December 31, 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		$	7,482		$	(565)		$	7,482		$	(565)
Obligations of U.S. Government agencies			0			0			8,570			(677)			8,570			(677)
Bank holding company debt securities			2,188			(44)			23,008			(1,991)			25,196			(2,035)
Obligations of states and political subdivisions:
Tax-exempt			0			0			86,724			(7,107)			86,724			(7,107)
Taxable			1,324			(218)			42,027			(5,940)			43,351			(6,158)
Mortgage-backed securities issued or guaranteed by U.S. Government agencies or sponsored agencies:
Residential pass-through securities			20,235			(51)			57,647			(5,572)			77,882			(5,623)
Residential collateralized mortgage obligations			0			0			23,194			(2,182)			23,194			(2,182)
Commercial mortgage-backed securities			27,643			(183)			62,605			(6,304)			90,248			(6,487)
Private label commercial mortgage-backed securities			3,489			(1)			0			0			3,489			(1)
Asset-backed securities,
Collateralized loan obligations			0			0			0			0			0			0
Total		$	54,879		$	(497)		$	311,257		$	(30,338)		$	366,136		$	(30,835)


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		$	7,118		$	(949)		$	7,118		$	(949)
Obligations of U.S. Government agencies			0			0			9,025			(1,129)			9,025			(1,129)
Bank holding company debt securities			0			0			25,246			(3,712)			25,246			(3,712)
Obligations of states and political subdivisions:
Tax-exempt			6,581			(58)			91,316			(10,873)			97,897			(10,931)
Taxable			0			0			42,506			(8,641)			42,506			(8,641)
Mortgage-backed securities issued or guaranteed by U.S. Government agencies or sponsored agencies:
Residential pass-through securities			22,777			(375)			69,282			(9,595)			92,059			(9,970)
Residential collateralized mortgage obligations			19,586			(156)			27,157			(3,349)			46,743			(3,505)
Commercial mortgage-backed securities			2,314			(38)			62,187			(8,931)			64,501			(8,969)
Total		$	51,258		$	(627)		$	333,837		$	(47,179)		$	385,095		$	(47,806)

As reflected in the table above, gross unrealized holding losses on available-for-sale debt securities totaled $30,835,000 at December 31, 2025 and $47,806,000 at December 31, 2024. At December 31, 2025, the Corporation does not have the intent to sell, nor is it more likely than not it will be required to sell these securities before it is able to recover the amortized cost basis. The unrealized holding losses were consistent with significant increases in market interest rates that occurred subsequent to the purchase of most of the securities.

At December 31, 2025 and December 31, 2024, management performed an assessment for credit losses of the Corporation’s debt securities on an issue-by-issue basis, relying on information obtained from various sources, including publicly available financial data, ratings by external agencies, brokers and other sources. At December 31, 2025 and 2024, all of the Corporation’s holdings of bank holding company debt securities, obligations of states and political subdivisions and private label commercial mortgage-backed securities were investment grade and there have been no payment defaults.

Based on the results of the assessment, there was no ACL required on available-for-sale debt securities in an unrealized loss position at December 31, 2025 and 2024. 63

Table of Contents Gross realized gains and losses from available-for-sale debt securities and the related income tax provision were as follows:


(In Thousands)	2025		2024		2023


Gross realized gains from sales	$	38	$	0	$	89
Gross realized losses from sales		0		0		(3,125)
Net realized gains (losses)	$	38	$	0	$	(3,036)
Income tax provision related to net realized gains (losses)	$	8	$	0	$	(638)

The amortized cost and fair value of available-for-sale debt securities by contractual maturity are shown in the following table as of December 31, 2025. Actual maturities may differ from contractual maturities because counterparties may have the right to call or prepay obligations with or without call or prepayment penalties.


(In Thousands)		December 31, 2025
		Amortized			Fair
		Cost			Value
Due in one year or less		$	4,646		$	4,607
Due from one year through five years			40,307			38,290
Due from five years through ten years			81,657			77,459
Due after ten years			84,418			74,462
Sub-total			211,028			194,818
Mortgage-backed securities issued or guaranteed by U.S. Government agencies or sponsored agencies:
Residential pass-through securities			148,865			143,921
Residential collateralized mortgage obligations			65,782			63,707
Commercial mortgage-backed securities			99,095			92,631
Private label commercial mortgage-backed securities			3,490			3,489
Asset-backed securities,
Collateralized loan obligations			8,000			8,009
Total		$	536,260		$	506,575

The Corporation’s mortgage-backed securities have stated maturities that may differ from actual maturities due to borrowers’ ability to prepay obligations. Cash flows from such investments are dependent upon the performance of the underlying mortgage loans and are generally influenced by the level of interest rates. In the table above, mortgage-backed securities and collateralized mortgage obligations are shown in one period.

Investment securities carried at $215,252,000 at December 31, 2025 and $190,949,000 at December 31, 2024 were pledged as collateral for public deposits, trusts and certain other deposits, as provided by law, to secure uninsured deposits totaling $158,387,000 at December 31, 2025 and $144,066,000 at December 31, 2024. See Note 12 for information concerning securities pledged to secure borrowing arrangements.

Equity Securities

C&N Bank is a member of the Federal Home Loan Bank of Pittsburgh (FHLB-Pittsburgh), which is one of 11 regional Federal Home Loan Banks. As a member, C&N Bank is required to purchase and maintain stock in FHLB-Pittsburgh. There is no active market for FHLB-Pittsburgh stock, and it must ordinarily be redeemed by FHLB-Pittsburgh in order to be liquidated. C&N Bank’s investment in FHLB-Pittsburgh stock, included in other assets in the consolidated balance sheets, was $18,724,000 at December 31, 2025 and $15,018,000 at December 31, 2024. The Corporation evaluated its holding of FHLB-Pittsburgh stock for impairment and deemed the stock to not be impaired at December 31, 2025 and 2024. In making this determination, management concluded that recovery of total outstanding par value, which equals the carrying value, is expected. The decision was based on review of financial information that FHLB-Pittsburgh has made publicly available. 64

Table of Contents In July 2023, C&N Bank became a member of the Federal Reserve System. As a member, C&N Bank is required to purchase and maintain stock in the Federal Reserve Bank of Philadelphia. There is no active market for Federal Reserve Bank stock, and it must ordinarily be redeemed by the Federal Reserve Bank of Philadelphia in order to be liquidated. C&N Bank’s investment in Federal Reserve Bank stock, included in other assets in the consolidated balance sheets, was $7,637,000 at December 31, 2025 and $6,299,000 at December 31, 2024.

The Corporation’s marketable equity security, with a carrying value of $890,000 at December 31, 2025 and $863,000 at December 31, 2024 consisted exclusively of one mutual fund. There was an unrealized loss of $110,000 on the mutual fund at December 31, 2025 and $137,000 at December 31, 2024. Changes in the unrealized gains or losses on this security, which are included in other noninterest income in the consolidated statements of income, were a gain of $27,000 in 2025, a loss of $8,000 in 2024 and a gain of $12,000 in 2023. There were no sales of equity securities in 2025, 2024 and 2023.

LOANS AND ALLOWANCE FOR CREDIT LOSSES

Loans receivable at December 31, 2025 and 2024 are summarized as follows:

Summary of Loans by Type

(In Thousands)


	****	December 31,			December 31,
	****	2025			2024
Commercial real estate - non-owner occupied		$	927,738		$	739,565
Commercial real estate - owner occupied			311,792			261,071
All other commercial loans			560,537			423,277
Residential mortgage loans			443,950			408,009
Consumer loans			110,348			63,926
Total			2,354,365			1,895,848
Less: allowance for credit losses on loans			(31,048)			(20,035)
Loans, net		$	2,323,317		$	1,875,813

In the table above, outstanding loan balances are presented net of deferred loan origination fees of $4,074,000 at December 31, 2025 and $4,136,000 at December 31, 2024.

The Corporation grants loans to individuals as well as commercial and tax-exempt entities. Commercial, residential and personal loans are made to customers geographically concentrated in Northcentral Pennsylvania, the Southern tier of New York State, Southeastern Pennsylvania and Southcentral Pennsylvania. Although the Corporation has a diversified loan portfolio, a significant portion of its debtors’ ability to honor their contracts is dependent on the local economic conditions within the region.

The following table presents an analysis of past due loans as of December 31, 2025 and 2024:


(In Thousands)	As of December 31, 2025
	Past Due		Past Due
	30-89		90+ Days		Nonaccrual		Current		Total
	Days		Still Accruing		Loans		Loans		Loans
Commercial real estate - non-owner occupied	$	2,619	$	0	$	10,766	$	914,353	$	927,738
Commercial real estate - owner occupied		2,453		0		5,955		303,384		311,792
All other commercial loans		6,287		54		11,102		543,094		560,537
Residential mortgage loans		6,365		0		4,324		433,261		443,950
Consumer loans		585		34		689		109,040		110,348
Total	$	18,309	$	88	$	32,836	$	2,303,132	$	2,354,365

Table of Contents


(In Thousands)	As of December 31, 2024
	Past Due		Past Due
	30-89		90+ Days		Nonaccrual		Current		Total
	Days		Still Accruing		Loans		Loans		Loans
Commercial real estate - non-owner occupied	$	266	$	0	$	7,370	$	731,929	$	739,565
Commercial real estate - owner occupied		0		62		1,725		259,284		261,071
All other commercial loans		296		0		10,006		412,975		423,277
Residential mortgage loans		4,934		0		4,310		398,765		408,009
Consumer loans		162		57		431		63,276		63,926
Total	$	5,658	$	119	$	23,842	$	1,866,229	$	1,895,848

The Corporation uses an internal risk rating system. Under the risk rating system, the Corporation classifies problem or potential problem loans as “Special Mention,” “Substandard,” or “Doubtful” on the basis of currently existing facts, conditions and values. Loans that do not currently expose the Corporation to sufficient risk to warrant classification as Substandard or Doubtful, but possess weaknesses that deserve management’s close attention, are deemed to be Special Mention. Substandard loans include those characterized by the distinct possibility that the Corporation will sustain some loss if the deficiencies are not corrected. Loans classified as Doubtful have all the weaknesses inherent in those classified as Substandard with the added characteristic that the weaknesses present make collection or liquidation in full, on the basis of currently existing facts, conditions and values, highly questionable and improbable. Risk ratings are updated any time that conditions or the situation warrants. Loans not classified are included in the “Pass” rows in the table that follows.

Residential mortgage and consumer loans are classified as Pass unless they become 90 days delinquent at which time their classification is changed to Substandard. Such loans are classified as Substandard until six consecutive on-time payments are made at which time their classification is changed back to Pass. 66

Table of Contents The following table presents the amortized cost of loans by credit quality indicators by year of origination as of December 31, 2025:


(In Thousands)	Term Loans by Year of Origination
	2025		2024		2023		2022		2021		Prior		Revolving		Total
Commercial real estate - non-owner occupied
Pass	$	82,832	$	84,330	$	149,720	$	171,419	$	90,420	$	295,369	$	0	$	874,090
Special Mention		77		30		1,942		15,920		2,073		8,045		0		28,087
Substandard		0		102		838		10,459		1,980		12,182		0		25,561
Doubtful		0		0		0		0		0		0		0		0
Total commercial real estate - non-owner occupied	$	82,909	$	84,462	$	152,500	$	197,798	$	94,473	$	315,596	$	0	$	927,738
Year-to-date gross charge-offs	$	0	$	0	$	0	$	0	$	0	$	807	$	0	$	807
Commercial real estate - owner occupied
Pass	$	34,602	$	36,786	$	35,411	$	53,260	$	51,396	$	80,809	$	0	$	292,264
Special Mention		0		357		2,406		1,159		805		5,127		0		9,854
Substandard		0		0		354		131		2,167		7,022		0		9,674
Doubtful		0		0		0		0		0		0		0		0
Total commercial real estate - owner occupied	$	34,602	$	37,143	$	38,171	$	54,550	$	54,368	$	92,958	$	0	$	311,792
Year-to-date gross charge-offs	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0
All other commercial loans
Pass	$	123,534	$	45,148	$	64,103	$	46,670	$	44,056	$	64,539	$	134,404	$	522,454
Special Mention		1,380		522		32		100		4,443		732		2,028		9,237
Substandard		470		12,932		0		1,471		6,933		3,748		3,292		28,846
Doubtful		0		0		0		0		0		0		0		0
Total all other commercial loans	$	125,384	$	58,602	$	64,135	$	48,241	$	55,432	$	69,019	$	139,724	$	560,537
Year-to-date gross charge-offs	$	0	$	0	$	0	$	0	$	333	$	0	$	263	$	596
Residential mortgage loans
Pass	$	46,534	$	45,988	$	53,163	$	83,848	$	45,494	$	164,033	$	0	$	439,060
Special Mention		0		0		0		0		0		0		0		0
Substandard		0		22		901		424		200		3,343		0		4,890
Doubtful		0		0		0		0		0		0		0		0
Total residential mortgage loans	$	46,534	$	46,010	$	54,064	$	84,272	$	45,694	$	167,376	$	0	$	443,950
Year-to-date gross charge-offs	$	0	$	0	$	0	$	0	$	0	$	5	$	0	$	5
Consumer loans
Pass	$	2,751	$	2,062	$	1,780	$	1,850	$	506	$	2,460	$	97,976	$	109,385
Special Mention		0		0		0		0		0		0		0		0
Substandard		1		7		6		0		2		170		777		963
Doubtful		0		0		0		0		0		0		0		0
Total consumer loans	$	2,752	$	2,069	$	1,786	$	1,850	$	508	$	2,630	$	98,753	$	110,348
Year-to-date gross charge-offs	$	0	$	0	$	33	$	40	$	3	$	0	$	242	$	318
Total Loans
Pass	$	290,253	$	214,314	$	304,177	$	357,047	$	231,872	$	607,210	$	232,380	$	2,237,253
Special Mention		1,457		909		4,380		17,179		7,321		13,904		2,028		47,178
Substandard		471		13,063		2,099		12,485		11,282		26,465		4,069		69,934
Doubtful		0		0		0		0		0		0		0		0
Total	$	292,181	$	228,286	$	310,656	$	386,711	$	250,475	$	647,579	$	238,477	$	2,354,365
Year-to-date gross charge-offs	$	0	$	0	$	33	$	40	$	336	$	812	$	505	$	1,726

Table of Contents The following table presents the amortized cost of loans by credit quality indicators by year of origination as of December 31, 2024.


	Term Loans by Year of Origination
(In Thousands)	2024		2023		2022		2021		2020		Prior		Revolving		Total
Commercial real estate - non-owner occupied
Pass	$	59,708	$	99,900	$	161,497	$	78,884	$	51,851	$	243,578	$	0	$	695,418
Special Mention		0		0		16,233		1,371		0		8,188		0		25,792
Substandard		116		0		9,928		0		0		8,311		0		18,355
Doubtful		0		0		0		0		0		0		0		0
Total commercial real estate - non-owner occupied	$	59,824	$	99,900	$	187,658	$	80,255	$	51,851	$	260,077	$	0	$	739,565
Year-to-date gross charge-offs	$	0	$	0	$	0	$	0	$	0	$	757	$	0	$	757
Commercial real estate - owner occupied
Pass	$	25,552	$	33,533	$	52,207	$	49,410	$	11,444	$	76,558	$	0	$	248,704
Special Mention		0		0		0		0		0		961		0		961
Substandard		0		5,125		729		2,367		0		3,185		0		11,406
Doubtful		0		0		0		0		0		0		0		0
Total commercial real estate - owner occupied	$	25,552	$	38,658	$	52,936	$	51,777	$	11,444	$	80,704	$	0	$	261,071
Year-to-date gross charge-offs	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0
All other commercial loans
Pass	$	73,812	$	74,301	$	44,245	$	44,367	$	23,084	$	30,656	$	109,121	$	399,586
Special Mention		533		0		2,306		2		0		0		2,147		4,988
Substandard		44		0		3,478		5,229		109		1,078		8,765		18,703
Doubtful		0		0		0		0		0		0		0		0
Total all other commercial loans	$	74,389	$	74,301	$	50,029	$	49,598	$	23,193	$	31,734	$	120,033	$	423,277
Year-to-date gross charge-offs	$	0	$	0	$	427	$	60	$	21	$	122	$	0	$	630
Residential mortgage loans
Pass	$	41,450	$	48,937	$	80,789	$	50,108	$	35,601	$	146,231	$	0	$	403,116
Special Mention		0		0		0		0		0		0		0		0
Substandard		0		380		0		85		82		4,346		0		4,893
Doubtful		0		0		0		0		0		0		0		0
Total residential mortgage loans	$	41,450	$	49,317	$	80,789	$	50,193	$	35,683	$	150,577	$	0	$	408,009
Year-to-date gross charge-offs	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0
Consumer loans
Pass	$	3,859	$	3,441	$	2,848	$	1,013	$	599	$	679	$	50,860	$	63,299
Special Mention		0		0		0		0		0		0		0		0
Substandard		0		8		4		0		0		71		544		627
Doubtful		0		0		0		0		0		0		0		0
Total consumer loans	$	3,859	$	3,449	$	2,852	$	1,013	$	599	$	750	$	51,404	$	63,926
Year-to-date gross charge-offs	$	0	$	69	$	130	$	7	$	8	$	1	$	114	$	329
Total Loans
Pass	$	204,381	$	260,112	$	341,586	$	223,782	$	122,579	$	497,702	$	159,981	$	1,810,123
Special Mention		533		0		18,539		1,373		0		9,149		2,147		31,741
Substandard		160		5,513		14,139		7,681		191		16,991		9,309		53,984
Doubtful		0		0		0		0		0		0		0		0
Total	$	205,074	$	265,625	$	374,264	$	232,836	$	122,770	$	523,842	$	171,437	$	1,895,848
Year-to-date gross charge-offs	$	0	$	69	$	557	$	67	$	29	$	880	$	114	$	1,716

Table of Contents The following table is a summary of the Corporation’s nonaccrual loans by major categories for the periods indicated.


	December 31, 2025
	Nonaccrual Loans with		Nonaccrual Loans		Total Nonaccrual
(In Thousands)	No Allowance		with an Allowance		Loans
Commercial real estate - non-owner occupied	$	9,343	$	1,423	$	10,766
Commercial real estate - owner occupied		5,470		485		5,955
All other commercial loans		7,609		3,493		11,102
Residential mortgage loans		4,324		0		4,324
Consumer loans		689		0		689
Total	$	27,435	$	5,401	$	32,836


		December 31, 2024
		Nonaccrual Loans with		Nonaccrual Loans		Total Nonaccrual
(In Thousands)	****	No Allowance		with an Allowance		Loans
Commercial real estate - non-owner occupied		$	7,370	$	0	$	7,370
Commercial real estate - owner occupied			1,467		258		1,725
All other commercial loans			10,006		0		10,006
Residential mortgage loans			4,310		0		4,310
Consumer loans			431		0		431
Total		$	23,584	$	258	$	23,842

The Corporation recognized $815,000 and $1,042,000 of interest income on nonaccrual loans during the years ended December 31, 2025 and 2024.

The following table presents the accrued interest receivable written off by reversing interest income during the years ended December 31, 2025 and 2024:


	Year Ended		Year Ended
(In Thousands)	December 31, 2025		December 31, 2024
Commercial real estate - non-owner occupied	$	12	$	22
Commercial real estate - owner occupied		51		10
All other commercial loans		6		198
Residential mortgage loans		17		29
Consumer loans		0		10
Total	$	86	$	269

The Corporation has certain loans for which repayment is dependent upon the operation or sale of collateral, as the borrower is experiencing financial difficulty. The underlying collateral can vary based upon the type of loan. The following provides more detail about the types of collateral that secure collateral dependent loans:

●	Commercial real estate loans can be secured by either owner occupied commercial real estate or non-owner occupied investment commercial real estate. Typically, owner occupied commercial real estate loans are secured by office buildings, warehouses, manufacturing facilities and other commercial and industrial properties occupied by operating companies. Non-owner occupied commercial real estate loans are generally secured by office buildings and complexes, retail facilities, multifamily complexes, land under development, industrial properties, as well as other commercial or industrial real estate.
●	All other commercial loans include loans typically secured by business assets including inventory, equipment and receivables. Also within this category, commercial construction and land loans and some commercial lines of credit are secured by real estate.
---	---
●	Residential mortgage loans are typically secured by first mortgages, and in some cases could be secured by a second mortgage.
---	---
●	Consumer loans are generally secured by automobiles, motorcycles, recreational vehicles and other personal property. Some consumer loans are unsecured and have no underlying collateral.
---	---

Table of Contents The following table details the amortized cost of collateral dependent loans, which are individually evaluated to determine expected credit losses, and the related allowance for credit losses on these loans:


	December 31, 2025				December 31, 2024
	Amortized				Amortized
(In Thousands)	Cost		Allowance		Cost		Allowance
Commercial real estate - non-owner occupied	$	10,876	$	140	$	7,370	$	0
Commercial real estate - owner occupied		6,325		266		6,749		122
All other commercial loans		14,551		2,366		16,006		0
Residential mortgage loans		350		0		0		0
Consumer loans		326		0		0		0
Total	$	32,428	$	2,772	$	30,125	$	122

The following tables summarize the activity related to the ACL on loans for the years ended December 31, 2025, 2024 and 2023:


	Commercial		Commercial		All
	real estate -		real estate -		other		Residential
	nonowner		owner		commercial		mortgage		Consumer
(In Thousands)	occupied		occupied		loans		loans		loans		Total
Balance, December 31, 2024	$	11,964	$	2,844	$	3,361	$	1,356	$	510	$	20,035
Allowance recorded in business combination - PCD loans		2,151		271		215		0		0		2,637
Allowance recorded in business combination - non-PCD loans		2,681		601		818		303		34		4,437
Charge-offs		(807)		0		(596)		(5)		(318)		(1,726)
Recoveries		0		0		1		4		104		109
Provision (credit) for credit losses on loans		3,473		370		1,706		(29)		36		5,556
Balance, December 31, 2025	$	19,462	$	4,086	$	5,505	$	1,629	$	366	$	31,048


	Commercial		Commercial		All
	real estate -		real estate -		other		Residential
	nonowner		owner		commercial		mortgage		Consumer
(In Thousands)	occupied		occupied		loans		loans		loans		Total
Balance, December 31, 2023	$	12,010	$	2,116	$	2,918	$	1,764	$	400	$	19,208
Charge-offs		(757)		0		(630)		0		(329)		(1,716)
Recoveries		0		0		40		6		67		113
Provision (credit) for credit losses on loans		711		728		1,033		(414)		372		2,430
Balance, December 31, 2024	$	11,964	$	2,844	$	3,361	$	1,356	$	510	$	20,035


	Commercial		Commercial		All
	real estate -		real estate -		other		Residential
	nonowner		owner		commercial		mortgage		Consumer
(In Thousands)	occupied		occupied		loans		loans		loans		Unallocated		Total
Balance, December 31, 2022	$	6,305	$	1,942	$	4,142	$	2,751	$	475	$	1,000	$	16,615
Adoption of ASU 2016-13 (CECL)		3,763		7		(88)		(344)		(234)		(1,000)		2,104
Charge-offs		0		0		(12)		(33)		(311)		0		(356)
Recoveries		0		0		44		11		37		0		92
Provision (credit) for credit losses on loans		1,942		167		(1,168)		(621)		433		0		753
Balance, December 31, 2023	$	12,010	$	2,116	$	2,918	$	1,764	$	400	$	0	$	19,208

The ACL on loans individually evaluated increased to $2,772,000 at December 31, 2025 from $122,000 at December 31, 2024, including an ACL of $2,632,000 at December 31, 2025 on acquired PCD loans as part of the Susquehanna acquisition.

The ACL on loans collectively evaluated increased to $28,276,000 at December 31, 2025 from $19,913,000 at December 31, 2024. The increase included the impact of growth in the portfolio, mainly from the Susquehanna acquisition, as well as a net increase related to changes in qualitative factors. 70

Table of Contents The ACL on loans individually evaluated decreased to $122,000 at December 31, 2024 from $743,000 at December 31, 2023, primarily from partial charge-offs including two loans with individual ACLs at December 31, 2023. The increase in the ACL at December 31, 2024 as compared to December 31, 2023 included a net increase related to changes in qualitative adjustments and the net impact of an increase in loans receivable, partially offset by a decrease in the WARM method estimate and a decrease related to the economic forecast.

The ACL on loans individually evaluated was $743,000 at December 31, 2023 compared to $751,000 at January 1, 2023, upon the initial adoption of CECL. The decrease in the ACL at December 31, 2023 from January 1, 2023 included a net increase related to changes in qualitative adjustments, an increase related to the economic forecast and the net impact of an increase in loans receivable, partially offset by a decrease in the WARM method estimate.

Modifications Made to Borrowers Experiencing Financial Difficulty

The following table summarizes the amortized cost basis of loans modified during the years ended December 31, 2025 and 2024:


		Year Ended December 31, 2025
(Dollars in Thousands)		Term Extension
		Amortized Cost	% of Total		****
		Basis	Loan Type		****	Financial Effect
Commercial Real Estate - Non-owner Occupied	$	1,717		0.30	%	Extended the maturity of one loan for 4 months


		Year Ended December 31, 2024
(Dollars in Thousands)		Term Extension
		Amortized Cost	% of Total		****
		Basis	Loan Type		****	Financial Effect
Commercial Real Estate - Non-owner Occupied	$	2,625		0.35	%	Extended the maturity of one loan for 6 months and one loan for 5 years
Commercial Real Estate - Owner Occupied		218		0.08	%	Extended the maturity of one loan for 12 months
Total	$	2,843

The Corporation closely monitors the performance of the loans that are modified to borrowers experiencing financial difficulty to understand the effectiveness of its modification efforts. Because the effect of most modifications made to borrowers experiencing financial difficulty is already included in the allowance for credit losses because of the measurement methodologies used to estimate the allowance, a change to the allowance for credit losses is generally not recorded upon modification.

The following tables present the performance of such loans that have been modified in the twelve-month period preceding December 31, 2025 and 2024 (in thousands):


(In Thousands)		Payment Status (Amortized Cost Basis)
December 31, 2025		Current or Past Due Less than 30 Days			30-89 Days Past Due		90+ Days Past Due			Total
Commercial real estate - non-owner occupied		$	0		$	1,717	$	0		$	1,717


(In Thousands)		Payment Status (Amortized Cost Basis)
December 31, 2024		Current or Past Due Less than 30 Days		30-89 Days Past Due			90+ Days Past Due			Total
Commercial real estate - non-owner occupied		$	2,572	$	0		$	0		$	2,572
Commercial real estate - owner occupied			217		0			0			217
Total		$	2,789	$	0		$	0		$	2,789

Table of Contents In the table immediately above, at December 31, 2024 the loan secured by owner occupied commercial real estate of $218,000 and one of the loans secured by non-owner occupied commercial real estate with an amortized cost basis of $1,814,000 were in nonaccrual status.

For the loan secured by non-owner occupied real estate with an amortized cost basis of $1,814,000 at December 31, 2024, the Corporation had extended the maturity for 12 months in the fourth quarter 2023. In 2024, the borrower continued to experience financial difficulty, and the Corporation provided another six-month extension of the maturity. The Corporation recorded a partial charge-off of $640,000 on this loan in 2024. In 2025, the Corporation provided another four-month extension of the maturity and recorded a partial charge-off of $35,000 on this loan. The amortized cost basis of the loan was $1,717,000 at December 31, 2025. There was no specific allowance on this loan at December 31, 2025 and 2024.

The Corporation had no commitments to lend any additional funds on modified loans during the year ended December 31, 2025 and 2024, the Corporation had no loans that defaulted during the year ended December 31, 2025 and 2024 and had been modified preceding the payment default when the borrower was experiencing financial difficulty at the time of modification.

The carrying amount of foreclosed residential real estate properties held as a result of obtaining physical possession (included in Foreclosed assets held for sale in the consolidated balance sheets) is as follows:


(In Thousands)	December 31,		December 31,
	2025		2024
Foreclosed residential real estate	$	33	$	25

The amortized cost of consumer mortgage loans secured by residential real properties for which formal foreclosure proceedings were in process is as follows:


(In Thousands)	December 31,		December 31,
	2025		2024
Residential real estate in process of foreclosure	$	433	$	717

The Corporation maintains an allowance for off-balance sheet credit exposures such as unfunded balances for existing lines of credit, commitments to extend future credit, commercial letters of credit and credit enhancement obligations related to residential mortgage loans sold with recourse, when there is a contractual obligation to extend credit and when this extension of credit is not unconditionally cancellable (i.e. commitment cannot be canceled at any time). Additional information related to commitments to extend credit and standby letter of credits is provided in Note 16. The allowance for off-balance sheet credit exposures is adjusted as a provision for credit loss expense. The estimate includes consideration of the likelihood that funding will occur and an estimate of expected credit losses on commitments expected to be funded over their estimated lives. The allowance for credit losses for off-balance sheet exposures of $1,029,000 at December 31, 2025 and $455,000 at December 31, 2024, is included in accrued interest and other liabilities on the consolidated balance sheets.

The following table presents the balance and activity in the allowance for credit losses for off-balance sheet exposures for the years ended December 31, 2025 and 2024.


	Year Ended		Year Ended
(In Thousands)	December 31, 2025		December 31, 2024
Balance, Beginning of Period	$	455	$	690
Allowance recorded in business combination		57		0
Provision (credit) for unfunded commitments		517		(235)
Balance, End of Period	$	1,029	$	455

Table of Contents 9. BANK PREMISES AND EQUIPMENT


(In Thousands)	December 31,
	2025		2024
Land	$	5,635	$	3,573
Buildings and improvements		38,895		33,623
Furniture and equipment		15,413		14,266
Construction in progress		76		186
Total		60,019		51,648
Less: accumulated depreciation		(32,264)		(30,310)
Net	$	27,755	$	21,338

Depreciation and amortization expense is included in the following line items of the consolidated statements of income:


(In Thousands)	2025		2024		2023
Net occupancy and equipment expense	$	2,327	$	2,122	$	1,915
Data processing and telecommunications expense		36		61		236
Total	$	2,363	$	2,183	$	2,151

GOODWILL AND CORE DEPOSIT INTANGIBLES, NET

Information related to the core deposit intangibles is as follows:


(In Thousands)	****		December 31,
	****	2025			2024
Gross amount		$	17,329	$	6,639
Accumulated amortization			(5,756)		(4,559)
Net		$	11,573	$	2,080

Amortization expense related to core deposit intangibles is included in other noninterest expense in the consolidated statements of income, as follows:


(In Thousands)	Year Ended December 31,
	2025		2024			2023
Amortization expense	$	1,197	$	389	$	408

In 2025, amortization expense included $773,000 related to the Susquehanna acquisition as described in Note 3 and $324,000 related to previous acquisitions. In 2024 and 2023, amortization expense was related to previous acquisitions.

The amount of amortization expense to be recognized in each of the ensuing five years is as follows:


(In Thousands)
2026		$	3,258
2027			2,370
2028			1,736
2029			1,277
2030			955

Table of Contents Goodwill represents the excess of the cost of acquisitions over the fair value of the net assets acquired. Changes in the carrying amount of goodwill are summarized in the following table:


(In Thousands)	****		December 31,
	****	2025			2024
Balance, beginning of period		$	52,505	$	52,505
Goodwill arising in business combination			10,806		0
Balance, end of period		$	63,311	$	52,505

In testing goodwill for impairment at December 31, 2025, the Corporation performed a qualitative assessment based on comparison of the Corporation’s market capitalization to its stockholders’ equity, resulting in the determination that it was more likely than not the fair value of its reporting unit, its community banking operation, exceeded its carrying amount. Accordingly, there was no goodwill impairment at December 31, 2025.

There were no goodwill impairment charges recorded in the years ended December 31, 2025, 2024 and 2023.

DEPOSITS

At December 31, 2025, the scheduled maturities of time deposits are as follows:


(In Thousands)
2026	$	507,861
2027		61,063
2028		24,041
2029		7,123
2030		6,617
Total	$	606,705

Time deposits of more than $250,000 totaled $215,574,000 at December 31, 2025 and $175,447,000 at December 31, 2024. As of December 31, 2025, the remaining maturities or time to next re-pricing of time deposits more than $250,000 was as follows:


(In Thousands)
Three months or less	$	74,346
Over 3 months through 12 months		122,832
Over 1 year through 3 years		17,723
Over 3 years		673
Total	$	215,574

BORROWED FUNDS

SHORT-TERM BORROWINGS

Short-term borrowings (initial maturity within one year) include the following:


(In Thousands)		December 31,			December 31,
		2025			2024
FHLB-Pittsburgh borrowings		$	27,000		$	0
Customer repurchase agreements			1,618			2,488
Total short-term borrowings		$	28,618		$	2,488

Table of Contents The weighted average interest rate on total short-term borrowings outstanding was 3.73% at December 31, 2025 and 0.10% at December 31, 2024. The maximum amount of total short-term borrowings outstanding at any month-end was $28,618,000 in 2025, $61,936,000 in 2024 and $120,290,000 in 2023.

The Corporation had available credit with other correspondent banks totaling $75,000,000 at December 31, 2025 and at December 31, 2024. These lines of credit are primarily unsecured. No amounts were outstanding at December 31, 2025 or 2024.

The Corporation has a line of credit with the Federal Reserve Bank of Philadelphia’s Discount Window. At December 31, 2025, the Corporation had available credit in the amount of $25,484,000 on this line with no outstanding advances. At December 31, 2024, the Corporation had available credit in the amount of $18,093,000 on this line with no outstanding advances. As collateral for this line, the Corporation has pledged available-for-sale securities with a carrying value of $26,947,000 at December 31, 2025 and $18,881,000 at December 31, 2024.

The Corporation engages in repurchase agreements with certain commercial customers. These agreements provide that the Corporation sells specified investment securities to the customers on an overnight basis and repurchases them on the following business day. The weighted average rate paid by the Corporation on customer repurchase agreements was 0.10% at December 31, 2025 and 2024. The carrying value of the underlying securities was $1,630,000 at December 31, 2025 and $2,500,000 at December 31, 2024.

The FHLB-Pittsburgh loan facility is collateralized by qualifying loans secured by real estate with a book value totaling $1,624,412,000 at December 31, 2025 and $1,351,770,000 at December 31, 2024. Also, the FHLB-Pittsburgh loan facility requires the Corporation to invest in established amounts of FHLB-Pittsburgh stock. The carrying values of the Corporation’s holdings of FHLB-Pittsburgh stock (included in other assets) were $18,724,000 at December 31, 2025 and $15,018,000 at December 31, 2024. The Corporation’s total credit facility with FHLB-Pittsburgh was $971,946,000 at December 31, 2025, including an unused (available) amount of $785,822,000. At December 31, 2024, the Corporation’s total credit facility with FHLB-Pittsburgh was $938,691,000, including an unused (available) amount of $749,999,000.

At December 31, 2025, short-term borrowings from FHLB-Pittsburgh was an overnight borrowing of $27,000,000, at an interest rate of 3.93%. At December 31, 2024, there were no outstanding short-term borrowings from FHLB-Pittsburgh.

LONG-TERM BORROWINGS – FHLB ADVANCES

Long-term borrowings from FHLB-Pittsburgh are as follows:


(In Thousands)	December 31,			December 31,
	2025			2024
Loans maturing in 2025 with a weighted-average rate of 4.30%	$	0		$	44,516
Loans maturing in 2026 with a weighted-average rate of 4.61%		48,018			48,018
Loans maturing in 2027 with a weighted-average rate of 4.24%		34,571			34,571
Loans maturing in 2028 with a weighted-average rate of 4.30%		26,027			26,027
Loans maturing in 2029 with a weighted-average rate of 4.42%		12,319			12,319
Total long-term FHLB-Pittsburgh borrowings	$	120,935		$	165,451

Note: For loans maturing after 2025, weighted-average rates are presented as of December 31, 2025. ****

SENIOR NOTES

In 2021, the Corporation issued and sold $15.0 million in aggregate principal amount of 2.75% Fixed Rate Senior Unsecured Notes due 2026 (the "Senior Notes"). The Senior Notes mature on June 1, 2026 and bear interest at a fixed annual rate of 2.75%. The Corporation is not entitled to redeem the Senior Notes, in whole or in part, at any time prior to maturity and the Senior Notes are not subject to redemption by the holders. The Senior Notes are unsecured and unsubordinated obligations of the Corporation only and are not obligations of, and are not guaranteed by, any subsidiary of the Corporation.

The Senior Notes were recorded, net of debt issuance costs of $337,000, at an initial carrying amount of $14,663,000. Debt issuance costs are amortized over the term of the Senior Notes as an adjustment of the effective interest rate. Amortization of debt issuance costs associated with the Senior Notes totaling $71,000 in 2025, $68,000 in 2024 and $66,000 in 2023 was included in interest expense in the consolidated statements of income. 75

Table of Contents At December 31, 2025 and December 31, 2024, outstanding Senior Notes are as follows:


(In Thousands)		December 31,			December 31,
		2025			2024
Senior Notes with an aggregate par value of $15,000,000; bearing interest at 2.75% with an effective interest rate of 3.23%; maturing in June 2026		$	14,970		$	14,899
Total carrying value		$	14,970		$	14,899

SUBORDINATED DEBT

In 2021, the Corporation issued and sold $25.0 million in aggregate principal amount of 3.25% Fixed-to-Floating Rate Subordinated Notes due 2031 (the "Subordinated Notes"). The Subordinated Notes mature on June 1, 2031 and bear interest at a fixed annual rate of 3.25%, to June 1, 2026. From June 1, 2026 to maturity or early redemption, the interest rate will reset quarterly to an interest rate per annum equal to the three-month Secured Overnight Financing Rate provided by the Federal Reserve Bank of New York plus 259 basis points. The Corporation is entitled to redeem the Subordinated Notes, in whole or in part, at any time on or after June 1, 2026, and to redeem the Subordinated Notes at any time in whole upon certain other events. Any redemption of the Subordinated Notes will be subject to prior regulatory approval to the extent required.

The Subordinated Notes are not subject to redemption at the option of the holders. The Subordinated Notes are unsecured, subordinated obligations of the Corporation only and are not obligations of, and are not guaranteed by, any subsidiary of the Corporation. The Subordinated Notes rank junior in right to payment to the Corporation's current and future senior indebtedness, including the Senior Notes (described above). The Subordinated Notes are intended to qualify as Tier 2 capital for regulatory capital purposes.

The Subordinated Notes were recorded, net of debt issuance costs of $563,000, at an initial carrying amount of $24,437,000. Debt issuance costs are amortized through June 1, 2026 as an adjustment of the effective interest rate. Amortization of debt issuance costs associated with the Subordinated Notes totaling $118,000 in 2025, $114,000 in 2024, and $110,000 in 2023 was included in interest expense in the consolidated statements of income.

At December 31, 2025 and 2024, outstanding subordinated debt agreements are as follows:


(In Thousands)		December 31,			December 31,
		2025			2024
Agreements with a par value of $25,000,000; bearing interest at 3.25% with an effective interest rate of 3.74%; maturing in June 2031 and redeemable at par in June 2026		$	24,949		$	24,831
Total carrying value		$	24,949		$	24,831

EMPLOYEE AND POSTRETIREMENT BENEFIT PLANS

DEFINED BENEFIT PLANS

The Corporation sponsors a defined benefit health care plan that provides postretirement medical benefits and life insurance to employees who meet certain age and length of service requirements. Full-time employees no longer accrue service time toward the Corporation-subsidized portion of the medical benefits. The plan contains a cost-sharing feature which causes participants to pay for all future increases in costs related to benefit coverage. Accordingly, actuarial assumptions related to health care cost trend rates do not significantly affect the liability balance at December 31, 2025 and 2024 and are not expected to significantly affect the Corporation’s future expenses. The Corporation uses a December 31 measurement date for the postretirement plan.

In an acquisition in 2007, the Corporation assumed the Citizens Trust Company Retirement Plan, a defined benefit pension plan. This plan covers certain employees who were employed by Citizens Trust Company on December 31, 2002, when the plan was amended to discontinue admittance of any future participant and to freeze benefit accruals. Information related to the Citizens Trust Company Retirement Plan has been included in the tables that follow. The Corporation uses a December 31 measurement date for this plan. In January 2026, the Corporation’s Board of Directors adopted amendments to terminate the Citizens Trust Company Retirement Plan, effective January 31, 2026. The Corporation expects to fund and settle its obligation under the plan sometime in 2026. 76

Table of Contents The following table shows the funded status of the defined benefit plans:


		Pension					Postretirement
(In Thousands)		2025		2024			2025		2024
CHANGE IN BENEFIT OBLIGATION:
Benefit obligation at beginning of year		$	938	$	896		$	586	$	1,013
Service cost			0		0			5		6
Interest cost			33		29			26		31
Plan participants' contributions			0		0			103		118
Actuarial loss (gain)			33		18			(54)		10
Gain from plan amendments			0		0			0		(413)
Benefits paid			(5)		(5)			(152)		(179)
Settlement of plan obligation			(659)		0			0		0
Benefit obligation at end of year		$	340	$	938		$	514	$	586

CHANGE IN PLAN ASSETS:
Fair value of plan assets at beginning of year		$	977	$	946		$	0	$	0
Actual return on plan assets			27		36			0		0
Employer contribution			0		0			49		61
Plan participants' contributions			0		0			103		118
Benefits paid			(5)		(5)			(152)		(179)
Settlement of plan obligation			(659)		0			0		0
Fair value of plan assets at end of year		$	340	$	977		$	0	$	0

Funded status at end of year		$	0	$	39		$	(514)	$	(586)

In 2025, there was a distribution of $659,000 or approximately 66% of the pension plan’s total accumulated benefit obligation prior to the distribution. The Corporation recognized a loss of $93,000 (included in net periodic benefit cost) in 2025 as a result of this settlement.

At December 31, 2025 and 2024, the following pension plan and postretirement plan liability amounts were recognized in the consolidated balance sheets:


		Pension						Postretirement
(In Thousands)		2025			2024			2025		2024
Accrued interest and other liabilities		$	0		$	39		$	514	$	586

At December 31, 2025 and 2024, the following items included in accumulated other comprehensive loss had not been recognized as components of expense:


		Pension					Postretirement
(In Thousands)		2025		2024			2025		2024
Prior service cost		$	0	$	0		$	(48)	$	(56)
Net actuarial loss (gain)			48		131			(454)		(486)
Total		$	48	$	131		$	(502)	$	(542)

For the defined benefit pension plan, amortization of the net actuarial loss is expected to be $1,000 in 2026. For the postretirement plan, effective in 2024, amendments to the plan resulted in a decrease of $413,000 in unrecognized prior service cost and a related reduction in net periodic benefit costs from curtailment of $469,000. In 2026, the net actuarial gain to be amortized as a reduction in expense is $67,000 and the estimated reduction in expense related to prior service cost is $8,000.

The accumulated benefit obligation for the defined benefit pension plan was $340,000 at December 31, 2025 and $938,000 at December 31, 2024. 77

Table of Contents The components of net periodic benefit costs from defined benefit plans are as follows:


		Pension								Postretirement
(In Thousands)		2025		2024			2023			2025		2024			2023
Service cost		$	0	$	0		$	0		$	5	$	6		$	54
Interest cost			33		29			31			26		31			48
Expected return on plan assets			(9)		(16)			(18)			0		0			0
Amortization of prior service cost			0		0			0			(8)		(12)			(31)
Recognized net actuarial loss (gain)			5		6			11			(86)		(77)			(36)
Effect of curtailment			0		0			0			0		(469)			0
Settlement of plan obligation			93		0			21			0		0			0
Total net periodic benefit cost		$	122	$	19		$	45		$	(63)	$	(521)		$	35

The weighted-average assumptions used to determine net periodic benefit cost are as follows:


		Pension						Postretirement
		2025		2024		2023		2025		2024	****	2023	****
Discount rate		5.35	%	4.80	%	5.05	%	5.00	%	5.00	%	5.25	%
Expected return on plan assets		2.88	%	5.00	%	4.22	%	N/A		N/A		N/A
Rate of compensation increase		N/A		N/A		N/A		N/A		N/A		N/A

The weighted-average assumptions used to determine benefit obligations as of December 31, 2025 and 2024 are as follows:


		Pension				Postretirement
		2025		2024		2025		2024
Discount rate		5.35	%	5.35	%	4.98	%	5.29	%
Rate of compensation increase		N/A		N/A		N/A		N/A

Estimated future benefit payments, including only estimated employer contributions for the postretirement plan, which reflect expected future service, are as follows:


(In Thousands)	Postretirement
2026	$	55
2027		55
2028		56
2029		51
2030		47
2031-2035		206

The expected return on pension plan assets is a significant assumption used in the calculation of net periodic benefit cost. This assumption reflects the average long-term rate of earnings expected on the funds invested or to be invested to provide for the benefits included in the projected benefit obligation.

C&N Bank’s Wealth Management Department manages the investment of the pension plan assets. The Plan’s securities include mutual funds invested principally in cash and cash equivalents. The fair values of plan assets are determined based on Level 1 inputs (as described in Note 21). The Plan’s assets do not include any shares of the Corporation’s common stock.

PROFIT SHARING AND DEFERRED COMPENSATION PLANS

The Corporation has a profit sharing plan that incorporates the deferred salary savings provisions of Section 401(k) of the Internal Revenue Code. The Corporation’s matching contributions to the Plan depend upon the tax deferred contributions of employees. The Corporation’s total basic and matching contributions were $1,562,000 in 2025, $1,468,000 in 2024 and $1,419,000 in 2023.

The Corporation has an Employee Stock Ownership Plan (ESOP). Contributions to the ESOP are discretionary, and the ESOP uses funds contributed to purchase Corporation stock for the accounts of ESOP participants. These purchases are made in the market (not 78

Table of Contents directly from the Corporation), and employees are not permitted to purchase Corporation stock under the ESOP. The ESOP includes a diversification feature, which allows participants, upon reaching age 55 and 10 years of service (as defined), to sell up to 50% of their Corporation shares over a period of 6 years. As of December 31, 2025 and 2024, there were no shares allocated for repurchase by the ESOP.

Dividends paid on shares held by the ESOP are charged to retained earnings. All Corporation shares owned through the ESOP are included in the calculation of weighted-average shares outstanding for purposes of calculating earnings per share – basic and diluted. The ESOP held 614,083 shares of Corporation stock at December 31, 2025, 618,148 shares at December 31, 2024 and 579,567 shares at December 31, 2023, all of which had been allocated to Plan participants. The Corporation’s contributions to the ESOP totaled $725,000 in 2025, $665,000 in 2024 and $1,244,000 in 2023.

The Corporation has a nonqualified supplemental deferred compensation arrangement with some of its key officers. Charges to operating expense for officers’ supplemental deferred compensation were $274,000 in 2025, $223,000 in 2024 and $489,000 in 2023. The balance of the liability, which is included in accrued interest and other liabilities in the consolidated balance sheets, is $4,558,000 at December 31, 2025 and $3,164,000 at December 31, 2024.

In connection with the Susquehanna acquisition, the Corporation assumed deferred compensation arrangements with certain former Susquehanna officers who became employees of the Corporation, effective October 1, 2025. Under the terms of the agreement with one of the officers, payments accelerated as a result of the change in control, resulting in payments totaling $35,000 in 2025 with additional payment commitments totaling $206,000 in 2026, $206,000 in 2027 and $172,000 in 2028. The agreements with the other officers provide for payments to be made in monthly installments over 15-year periods, commencing upon retirement. The Corporation recorded expense of $15,000 related to these arrangements in 2025. The discount rates used to measure the liability associated with these obligations ranged from 3.93% to 4.73%. The balance of the liability, which is included in accrued interest and other liabilities in the consolidated balance sheets, is $1,853,000 at December 31, 2025.

In connection with an acquisition in 2020, the Corporation assumed an obligation to provide a supplemental retirement benefit to a former executive. Under the terms of the agreement, the executive or his heirs will receive monthly payments totaling $1 million over a 10-year period which started in October 2025. The Corporation recorded expense of $14,000 in 2025, $14,000 in 2024 and $13,000 in 2023, which is included in salaries and employee benefits in the consolidated statements of income, representing the effective interest cost on the obligation. The discount rate used to measure the liability is 1.5%. The balance of the liability, which is included in accrued interest and other liabilities in the consolidated balance sheets, is $908,000 at December 31, 2025 and $919,000 at December 31, 2024.

The Corporation also has a nonqualified deferred compensation plan that allows selected officers the option to defer receipt of cash compensation, including base salary and any cash bonuses or other cash incentives. This nonqualified deferred compensation plan does not provide for Corporation contributions.

STOCK-BASED COMPENSATION PLANS

At the Annual Meeting of Shareholders on April 20, 2023, the Citizens & Northern Corporation 2023 Equity Incentive Plan (“2023 Equity Incentive Plan”) was approved. A total of 500,000 shares of common stock may be issued under the 2023 Equity Incentive Plan. Awards may be made to participating employees and independent directors under the 2023 Equity Incentive Plan in the form of qualified options (“Incentive Stock Options,” as defined in the Internal Revenue Code), nonqualified options, restricted stock units or restricted stock, any or all of which can be granted with performance-based vesting conditions. At December 31, 2025, 357,936 shares of common stock were available to be issued under this plan.

Outstanding restricted stock awards granted prior to adoption of the 2023 Equity Incentive Plan, including awards made in 2023, are governed under the 1995 Stock Incentive Plan and the Independent Directors Stock Incentive Plan. The restricted stock awards in 2023 under the 1995 Stock Incentive Plan and the Independent Directors Stock Incentive Plan were the final awards under these plans.

Total stock-based compensation expense is as follows:


(In Thousands)		2025		2024			2023
Restricted stock		$	1,287	$	1,494		$	1,472
Stock options			0		0			0
Total		$	1,287	$	1,494		$	1,472

Table of Contents The following summarizes non-vested restricted stock activity for the year ended December 31, 2025:


				Weighted
				Average
		Number		Grant Date
		of Shares		Fair Value
Outstanding, December 31, 2024		137,824		$	21.80
Granted		56,417		$	21.43
Vested		(63,139)		$	22.69
Forfeited		(7,898)		$	21.63
Outstanding, December 31, 2025		123,204		$	21.19

Compensation cost related to restricted stock is recognized based on the market price of the stock at the grant date over the vesting period, adjusted for estimated and actual forfeitures. As of December 31, 2025, there was $1,352,000 total unrecognized compensation cost related to restricted stock, which is expected to be recognized over a weighted average period of 1.3 years.

In 2025 and 2024, the Corporation awarded shares of restricted stock under the Stock Incentive Plan, as follows:


		2025		2024
Time-based awards to independent directors		13,456		10,000
Time-based awards to employees		31,113		63,514
Performance-based awards to employees		11,848		19,346
Total		56,417		92,860

Time-based restricted stock awards granted to independent (non-employee) directors in 2025 and 2024 vest over one-year terms. Time-based restricted stock awards granted to employees in 2025 and 2024 vest ratably over three-year terms, subject to continued employment and satisfactory job performance. Performance-based restricted stock awards granted in 2025 and 2024 vest ratably over three-year terms, with vesting contingent upon meeting conditions based on the Corporation’s earnings as specified in the agreements.

There were no stock options granted in 2025, 2024, or 2023. There was no stock option activity for 2025 and a summary of stock option activity for 2024 and 2023 is presented below.


		2024				2023
				Weighted				Weighted
				Average				Average
				Exercise				Exercise
		Shares		Price		Shares		Price
Outstanding, beginning of year		646		$	20.45	10,564		$	20.45
Granted		0			0	0			0
Exercised		0			0	(8,288)		$	20.45
Forfeited		0			0	(1,630)		$	20.45
Expired		(646)		$	20.45	0			0
Outstanding, end of year		0		$	0	646		$	20.45
Options exercisable at year-end		0		$	0	646		$	20.45
Weighted-average fair value of options forfeited				$	N/A			$	5.50

There were no outstanding stock options at December 31, 2025 and 2024. The total intrinsic value of options exercised was $14,000 in 2023.

In January 2026, the Corporation granted 57,618 shares of time-based restricted stock awards and 21,246 shares of performance-based restricted stock awards under the 2023 Equity Incentive Plan. The time-based shares vest ratably over three years while the performance-based restricted stock awards vest ratably over three years, with vesting contingent upon meeting earnings-related conditions specified in the agreements. The restricted stock awards made in January 2026 are not included in the tables above.

Table of Contents 14. INCOME TAXES

The net deferred tax asset at December 31, 2025 and 2024 represents the following temporary difference components:


		December 31,			December 31,
(In Thousands)		2025			2024
Deferred tax assets:
Unrealized holding losses on securities		$	6,531		$	10,459
Allowance for credit losses on loans			6,765			4,400
Purchase accounting adjustments on loans			1,727			333
Deferred compensation			2,008			1,465
Operating leases liability			780			692
Deferred loan origination fees			712			697
Accrued incentive compensation			735			678
Net operating loss carryforward			305			423
Bank premises and equipment			56			0
Other deferred tax assets			1,708			1,520
Total deferred tax assets			21,327			20,667

Deferred tax liabilities:
Core deposit intangibles			2,522			456
Right-of-use assets from operating leases			780			692
Bank premises and equipment			0			290
Mortgage servicing rights			210			0
Defined benefit plans - ASC 835			97			90
Other deferred tax liabilities			103			41
Total deferred tax liabilities			3,712			1,569
Deferred tax asset, net		$	17,615		$	19,098

The provision for income taxes for the year ended December 31, 2025 includes the following:


(In Thousands)		2025
Current expense:		$
Federal			2,171
State			327
Deferred expense:
Federal			2,705
State			13
Total provision		$	5,216

The Company operates exclusively in the United States and had no foreign income, foreign income tax expense, or foreign income taxes paid for the year ended December 31, 2025.

The provision for income taxes for the years ended December 31, 2024 and 2023 includes the following


(In Thousands)		2024		2023
Currently payable		$	7,417	$	5,499
Deferred			(1,504)		836
Total provision		$	5,913	$	6,335

Table of Contents A reconciliation of income tax at the statutory rate to the Corporation’s effective rate is as follows:


		2025				2024					2023
(Dollars In Thousands)		Amount			%	Amount			%		Amount			%
Federal at statutory rate		$	6,015		21.0	$	6,693		21.0		$	6,401		21.0
State income tax, net of federal benefit			269	(a)	0.9		297		0.9			329		1.1
Nontaxable or nondeductible items:
Tax-exempt interest income			(978)		(3.4)		(964)		(3.0)			(964)		(3.2)
Increase in cash surrender value and other income from life insurance, net			(398)		(1.4)		(369)		(1.2)			(586)		(1.9)
ESOP dividends			(150)		(0.5)		(144)		(0.5)			(143)		(0.5)
Surrender of bank-owned life insurance			0		0.0		0		0.0			950		3.1
Nondeductible interest expense			322		1.1		368		1.3			283		0.9
Other, net			136		0.5		32		0.1			65		0.3
Effective income tax provision		$	5,216		18.2	$	5,913		18.6		$	6,335		20.8

(a) State taxes in New Jersey and New York State made up the majority (greater than 50 percent) of the tax effect in this category.

Income taxes paid by jurisdiction were as follows:


		Year Ended
		December 31,
(Dollars In Thousands)		2025
Federal		$	8,238
State:
New Jersey			340
New York			187
Other			30
Total cash taxes paid		$	8,795

The Corporation has a net operating loss (“NOL”) available to be carried forward against future federal taxable income. Availability of the NOL does not expire; however, the amount is subject to an annual limitation under Code Section 382 and further limited annually to no more than 80% of taxable income without regard to the NOL. At December 31, 2025, the unused amount of the NOL is $1.6 million.

The Corporation has no unrecognized tax benefits, nor pending examination issues related to tax positions taken in preparation of its income tax returns. The Corporation is generally no longer subject to examination for returns prior to 2022.

RELATED PARTY TRANSACTIONS

Loans to executive officers, directors of the Corporation and its subsidiaries and any associates of the foregoing persons are as follows:


		Beginning			New						Other			Ending
(In Thousands)		Balance			Loans			Repayments			Changes			Balance
11 directors, 11 executive officers 2025		$	13,448		$	571			(2,798)			237		$	11,458
11 directors, 11 executive officers 2024		$	13,975		$	1,579		$	(2,212)		$	106		$	13,448
11 directors, 11 executive officers 2023		$	14,504		$	549		$	(823)		$	(255)		$	13,975

In the table above, other changes represent net changes in the balance of existing lines of credit and transfers in and out of the related party category.

Deposits from related parties held by the Corporation amounted to $13,706,000 at December 31, 2025 and $12,259,000 at December 31, 2024.

Table of Contents 16. OFF-BALANCE SHEET RISK

The Corporation’s exposure to credit loss from nonperformance by the other party to the financial instruments for commitments to extend credit and standby letters of credit is represented by the contractual amount of these instruments. The Corporation uses the same credit policies in making commitments and conditional obligations as it does for on-balance sheet instruments.

Financial instruments whose contract amounts represent credit risk at December 31, 2025 and 2024 are as follows:


		December 31,			December 31,
(In Thousands)		2025			2024
Commitments to extend credit		$	506,996		$	380,003
Standby letters of credit			58,914			64,586

Commitments to extend credit are legally binding agreements to lend to customers. Commitments generally have fixed expiration dates or other termination clauses and may require payment of fees. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future liquidity requirements. The Corporation evaluates each customer’s creditworthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Corporation, for extensions of credit is based on management’s credit assessment of the counterparty.

Standby letters of credit are conditional commitments issued by the Corporation guaranteeing performance by a customer to a third party. Those guarantees are issued primarily to support public and private borrowing arrangements, including commercial paper, bond financing and similar transactions. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers. Some of the standby letters of credit are collateralized by real estate or other assets, and others are unsecured. The extent to which proceeds from liquidation of collateral would be expected to cover the maximum potential amount of future payments related to standby letters of credit is not estimable.

Standby letters of credit as of December 31, 2025 expire as follows:


Year of Expiration		(In Thousands)
2026		$	58,545
2027			341
2028			28
Total		$	58,914

Information related to the allowance for credit losses on off-balance sheet exposures is provided in Note 8.

OPERATING LEASE COMMITMENTS AND CONTINGENCIES

Operating Lease Commitments

Operating leases in which the Corporation is the lessee are recorded as operating lease Right of Use ("ROU") assets and operating lease liabilities, included in other assets and other liabilities, respectively, on the consolidated balance sheets. The Corporation does not currently have any finance leases. Operating lease ROU assets represent the right to use an underlying asset during the lease term and operating lease liabilities represent the obligation to make lease payments arising from the lease.

The Corporation leases certain branch locations, office space and equipment. All leases are classified as operating leases. Operating lease expense, which is comprised of amortization of the ROU assets and the implicit interest accreted on the operating lease liability, is recognized on a straight line basis over the remaining lease term of the operating lease. Leases with an initial term of 12 months or 83

Table of Contents less are not recorded on the consolidated balance sheet and the related lease expense is recognized on a straight-line basis over the lease term.

Certain leases include options to renew, with renewal terms that can extend the lease term from one to eight years that are reasonably certain of being exercised. The discount rate used in determining the lease liability for each individual lease was the FHLB fixed advance rate which corresponded with the remaining lease term as of January 1, 2019 for leases that existed at adoption of ASU 2017-02 and as of the lease commencement date for leases subsequently entered into after January 1, 2019. At December 31, 2025, discount rates ranged from 1.27% to 4.88% with a weighted-average discount rate of 2.71%. At December 31, 2025, the weighted-average remaining lease term was 4.9 years. At December 31, 2024, the weighted-average discount rate was 1.96% and the weighted-average remaining lease term was 4.1 years.

At December 31, 2025, right-of-use assets of $3,579,000 were included in other assets, and the related lease liabilities totaling the same amount were included in accrued interest and other liabilities, in the consolidated balance sheets. At December 31, 2024, right of use assets and the related liabilities totaled $3,151,000.

In 2025, 2024 and 2023, operating lease expenses are included in the following line item of the consolidated statements of income:


(In Thousands)		2025		2024			2023
Net occupancy and equipment expense		$	792	$	666		$	644
Total		$	792	$	666		$	644

A maturity analysis of the Corporation’s lease liabilities at December 31, 2025 is as follows:

(In Thousands)

Lease Payments Due


2026	$	719
2027		638
2028		557
2029		509
2030		514
Thereafter		1,018
Total lease payments		3,955
Discount on cash flows		(376)
Total lease liabilities	$	3,579

Litigation Matters

**** Class Action Litigation

Table of Contents Plaintiffs filed an application for certification of the Texas suit as a class action. On October 16, 2025, the District Court in Texas issued an order denying the plaintiffs’ motion for class certification.

Other Matters

In the normal course of business, the Corporation is subject to pending and threatened litigation in which claims for monetary damages are asserted. In management’s opinion, the Corporation’s financial position and results of operations would not be materially affected by the outcome of these legal proceedings.

REGULATORY MATTERS

The Corporation and C&N Bank are subject to regulatory capital requirements administered by federal banking agencies. At December 31, 2024, management believed the Corporation met the conditions of the Federal Reserve’s small bank holding company policy statement and was therefore excluded from consolidated capital requirements; however, C&N Bank was subject to regulatory capital requirements administered by the federal banking agencies. At December 31, 2025, the Corporation exceeded $3.0 billion in assets and, as a result, no longer qualifies as a small bank holding company under the Federal Reserve’s policy statement.

Details concerning capital ratios at December 31, 2025 and 2024 are presented below. Management believes, as of December 31, 2025, that the Corporation and C&N Bank met all regulatory capital adequacy requirements and maintained a capital conservation buffer (described in more detail below) that allowed the Corporation and Bank to avoid limitations on capital distributions, including dividend payments and certain discretionary bonus payments to executive officers. The net unrealized loss on available-for-sale debt securities is not included in computing regulatory capital. Further, as reflected in the table below, the Corporation’s and C&N Bank’s capital ratios at December 31, 2025 and 2024 exceeded the Corporation’s Board policy threshold levels.

Table of Contents


															Minimum To Be Well
	****			****		****	Minimum				Minimum To Maintain				Capitalized Under				Minimum To Meet
	****			****		****	Capital				Capital Conservation				Prompt Corrective				the Corporation's
	****	Actual					Requirement			****	Buffer at Reporting Date				Action Provisions				Policy Thresholds
(Dollars In Thousands)			Amount		Ratio	****	Amount		Ratio	****	Amount	****	Ratio	****	Amount		Ratio	****	Amount			Ratio
December 31, 2025:
Total capital to risk-weighted assets:
Consolidated		$	346,139		14.45	%	191,582		³8	%	251,452		³10.5	%	239,478		³10	%	$	263,425		³11	%
C&N Bank			330,427		13.82	%	191,318		³8	%	251,105		³10.5	%	239,148		³10	%		263,062		³11	%
Tier 1 capital to risk-weighted assets:
Consolidated			291,746		12.18	%	143,687		³6	%	203,556		³8.5	%	191,582		³8	%		215,530		³9	%
C&N Bank			300,983		12.59	%	143,489		³6	%	203,275		³8.5	%	191,318		³8	%		215,233		³9	%
Common equity tier 1 capital to risk-weighted assets:
Consolidated			291,746		12.18	%	107,765		³4.5	%	167,634		³7.0	%	155,661		³6.5	%		179,608		³7.5	%
C&N Bank			300,983		12.59	%	107,616		³4.5	%	167,403		³7.0	%	155,446		³6.5	%		179,361		³7.5	%
Tier 1 capital to average assets:
Consolidated			291,746		9.32	%	125,149		³4	%	N/A		N/A		156,437		³5	%		250,299		³8	%
C&N Bank			300,983		9.66	%	124,597		³4	%	N/A		N/A		155,747		³5	%		249,195		³8	%

December 31, 2024:
Total capital to risk-weighted assets:
Consolidated		$	302,783		15.95	%	N/A		N/A		N/A		N/A		N/A		N/A		$	208,779		³11	%
C&N Bank			287,721		15.19	%	151,567		³8	%	198,832		³10.5	%	189,459		³10	%		208,405		³11	%
Tier 1 capital to risk-weighted assets:
Consolidated			257,462		13.56	%	N/A		N/A		N/A		N/A		N/A		N/A			170,819		³9	%
C&N Bank			267,231		14.10	%	113,675		³6	%	161,040		³8.5	%	151,567		³8	%		170,513		³9	%
Common equity tier 1 capital to risk-weighted assets:
Consolidated			257,462		13.56	%	N/A		N/A		N/A		N/A		N/A		N/A			142,349		³7.5	%
C&N Bank			267,231		14.10	%	85,256		³4.5	%	132,621		³7.0	%	123,148		³6.5	%		142,094		³7.5	%
Tier 1 capital to average assets:
Consolidated			257,462		9.80	%	N/A		N/A		N/A		N/A		N/A		N/A			210,160		³8	%
C&N Bank			267,231		10.23	%	104,514		³4	%	N/A		N/A		130,642		³5	%		209,027		³8	%

Federal regulatory authorities impose a capital rule providing that, to avoid limitations on capital distributions, including dividend payments and certain discretionary bonus payments to executive officers, a banking organization subject to the rule must hold a capital conservation buffer composed of common equity tier 1 capital above its minimum risk-based capital requirements. The buffer is measured relative to risk-weighted assets. At December 31, 2025, the minimum risk-based capital ratios, and the capital ratios including the capital conservation buffer, are as follows:


Minimum common equity tier 1 capital ratio	4.5	%
Minimum common equity tier 1 capital ratio plus capital conservation buffer	7.0	%
Minimum tier 1 capital ratio	6.0	%
Minimum tier 1 capital ratio plus capital conservation buffer	8.5	%
Minimum total capital ratio	8.0	%
Minimum total capital ratio plus capital conservation buffer	10.5	%

Table of Contents quarters preceding the current calendar quarter, net of any distributions and associated tax effects not already reflected in net income. A summary of payout restrictions based on the capital conservation buffer is as follows:


Capital Conservation Buffer		Maximum Payout	****
(as a % of risk-weighted assets)		(as a % of eligible retained income)	****
Greater than 2.5%		No payout limitation applies
≤2.5% and >1.875%		60	%
≤1.875% and >1.25%		40	%
≤1.25% and >0.625%		20	%
≤0.625%		0	%

At December 31, 2025, the Corporation’s Capital Conservation Buffer was 6.18% and C&N Bank’s Capital Conservation Buffer was 5.82%.

Banking regulators limit the amount of dividends that may be paid by C&N Bank to the Corporation. Retained earnings against which dividends may be paid without prior approval of the banking regulators amounted to approximately $117,572,000 at December 31, 2025, subject to the minimum capital ratio requirements noted above.

Restrictions imposed by federal law prohibit the Corporation from borrowing from C&N Bank unless the loans are secured in specific amounts. Such secured loans to the Corporation are generally limited to 10% of C&N Bank’s tangible stockholder’s equity (excluding accumulated other comprehensive loss) or $29,496,000 at December 31, 2025.

PARENT COMPANY ONLY

The following is condensed financial information for Citizens & Northern Corporation:


CONDENSED BALANCE SHEET		Dec. 31,			Dec. 31,
(In Thousands)		2025			2024
ASSETS
Cash		$	18,079		$	16,013
Investment in subsidiaries:
Citizens & Northern Bank			351,132			285,465
Citizens & Northern Investment Corporation			8,305			9,768
Bucktail Life Insurance Company			3,941			3,804
Other assets			473			136
TOTAL ASSETS		$	381,930		$	315,186

LIABILITIES AND STOCKHOLDERS' EQUITY
Senior notes, net		$	14,970		$	14,899
Subordinated debt, net			24,949			24,831
Other liabilities			297			172
Stockholders' equity			341,714			275,284
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY		$	381,930		$	315,186

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CONDENSED INCOME STATEMENT AND COMPREHENSIVE INCOME
(In Thousands)		2025		2024			2023
Dividends from Citizens & Northern Bank		$	18,723	$	17,341		$	19,405
Dividends from Citizens & Northern Investment Corporation			1,900		1,500			1,800
Expenses			(1,758)		(1,644)			(2,003)
Income before equity in undistributed income of subsidiaries			18,865		17,197			19,202
Equity in undistributed income of subsidiaries			4,562		8,761			4,946
NET INCOME		$	23,427	$	25,958		$	24,148
COMPREHENSIVE INCOME		$	37,393	$	27,634		$	35,589


CONDENSED STATEMENT OF CASH FLOWS
(In Thousands)		2025		2024			2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income		$	23,427	$	25,958		$	24,148
Adjustments to reconcile net income to net cash provided by operating activities:
Amortization of debt issuance costs			189		182			176
Equity in undistributed income of subsidiaries			(4,562)		(8,761)			(4,946)
(Increase) decrease in other assets			(260)		64			(167)
Increase (decrease) in other liabilities			35		(93)			97
Net Cash Provided by Operating Activities			18,829		17,350			19,308

CASH FLOWS FROM INVESTING ACTIVITIES,
Net cash used in business combination			(252)		0			0

CASH FLOWS FROM FINANCING ACTIVITIES:
Purchase of treasury stock			(218)		(629)			(6,784)
Dividends paid			(16,293)		(15,530)			(15,569)
Net Cash Used in Financing Activities			(16,511)		(16,159)			(22,353)

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS			2,066		1,191			(3,045)
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR			16,013		14,822			17,867
CASH AND CASH EQUIVALENTS, END OF YEAR		$	18,079	$	16,013		$	14,822

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION,
Interest paid		$	1,312	$	1,305		$	1,234

Table of Contents 20. DERIVATIVE FINANCIAL INSTRUMENTS

The Corporation is a party to derivative financial instruments. These financial instruments consist of interest rate swap agreements and risk participation agreements (RPAs) which contain master netting and collateral provisions designed to protect the party at risk.

Interest rate swaps with commercial loan banking customers were executed to facilitate their respective risk management strategies. Under the terms of these arrangements, the commercial banking customers effectively exchanged their floating interest rate exposures on loans into fixed interest rate exposures. Those interest rate swaps have been simultaneously economically hedged by offsetting interest rate swaps with a third party, such that the Corporation has effectively exchanged its fixed interest rate exposures for floating rate exposures. These derivatives are not designated as hedges and are not speculative. Rather, these derivatives result from a service provided to certain customers. As the interest rate swaps associated with this program do not meet the hedge accounting requirements, changes in the fair value of both the customer swaps and the offsetting swaps are recognized directly in earnings.

The aggregate notional amount of interest rate swaps was $136,776,000 at December 31, 2025 and $141,940,000 at December 31, 2024. The Corporation originated one interest rate swap in the year ended December 31, 2025. The notional amount of the swap was $1,786,000 at December 31, 2025. Fee income on the interest swap originated in the year ended December 31, 2025 of $24,000 was included in other noninterest income in the consolidated statements of income. There were no interest rate swaps originated in 2024 and 2023. There were no gross amounts of interest rate swap-related assets and liabilities not offset in the consolidated balance sheets at December 31, 2025 and 2024.

The Corporation has entered into RPAs with other institutions as a means to assume a portion of the credit risk associated with loan structures which include derivative instruments, in exchange for fee income commensurate with the risk assumed. This type of derivative is referred to as an “RPA In.” In addition, in an effort to reduce the credit risk associated with an interest rate swap agreement with a borrower for whom the Corporation has provided a loan structured with a derivative, the Corporation purchased an RPA from an institution participating in the facility in exchange for a fee commensurate with the risk shared. This type of derivative is referred to as an “RPA Out.” The net impact on the consolidated statements of income from RPAs was an increase in other noninterest income of $11,000 in 2025, an increase in other noninterest income of $2,000 in 2024 and an increase in other noninterest income of $18,000 in 2023.

The table below presents the fair value of the Corporation’s derivative financial instruments as well as their classification on the consolidated balance sheets at December 31, 2025 and 2024:


(In Thousands)	At December 31, 2025								At December 31, 2024
	Asset Derivatives				Liability Derivatives				Asset Derivatives				Liability Derivatives
	Notional		Fair		Notional		Fair		Notional		Fair		Notional		Fair
	Amount		Value (1)		Amount		Value (2)		Amount		Value (1)		Amount		Value (2)
Interest rate swap agreements	$	68,388	$	1,318	$	68,388	$	1,318	$	70,970	$	2,385	$	70,970	$	2,385
RPA Out		6,823		2		0		0		6,957		2		0		0
RPA In		0		0		13,660		5		0		0		9,916		2

(1)	Included in other assets in the consolidated balance sheets.
(2)	Included in accrued interest and other liabilities in the consolidated balance sheets.
---	---

The Corporation’s agreements with its derivative counterparties provide that if the Corporation defaults on any of its indebtedness, including default where repayment of the indebtedness has not been accelerated by the lender, then the Corporation could also be declared in default on its derivative obligations. Further, if the Corporation were to fail to maintain its status as a well or adequately capitalized institution, then the counterparties could terminate the derivative positions and the Corporation would be required to settle its obligations under the agreements. There was interest-bearing cash pledged as collateral against the Corporation’s liability related to the interest rate swaps of $1,400,000 at December 31, 2025 and $1,090,000 at December 31, 2024.

Table of Contents 21. FAIR VALUE MEASUREMENTS AND FAIR VALUES OF FINANCIAL INSTRUMENTS

The Corporation measures certain assets at fair value. 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. FASB ASC Topic 820, “Fair Value Measurements and Disclosures” 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 include option pricing models, discounted cash flows and other similar techniques.

The Corporation monitors and evaluates available data relating to fair value measurements on an ongoing basis and recognizes transfers among the levels of the fair value hierarchy as of the date of an event or change in circumstances that affects the valuation method chosen. Examples of such changes may include the market for a particular asset becoming active or inactive, changes in the availability of quoted prices, or changes in the availability of other market data.

At December 31, 2025 and 2024, assets measured at fair value and the valuation methods used are as follows:


	December 31, 2025
	Quoted Prices		Other Observable		Unobservable
	in Active Markets		Inputs		Inputs		Total
(In Thousands)	(Level 1)		(Level 2)		(Level 3)		Fair Value
Recurring fair value measurements, assets:
AVAILABLE-FOR-SALE DEBT SECURITIES:
Obligations of the U.S. Treasury	$	7,482	$	0	$	0	$	7,482
Obligations of U.S. Government agencies		0		10,749		0		10,749
Bank holding company debt securities		0		34,076		0		34,076
Obligations of states and political subdivisions:
Tax-exempt		0		98,359		0		98,359
Taxable		0		44,152		0		44,152
Mortgage-backed securities issued or guaranteed by U.S. Government agencies or sponsored agencies:
Residential pass-through securities		0		143,921		0		143,921
Residential collateralized mortgage obligations		0		63,707		0		63,707
Commercial mortgage-backed securities		0		92,631		0		92,631
Private label commercial mortgage-backed securities		0		3,489		0		3,489
Asset-backed securities,
Collateralized loan obligations		0		8,009		0		8,009
Total available-for-sale debt securities		7,482		499,093		0		506,575
Marketable equity security		890		0		0		890
Servicing rights		0		0		3,893		3,893
RPA Out		0		2		0		2
Interest rate swap agreements, assets		0		1,318		0		1,318
Total recurring fair value measurements, assets	$	8,372	$	500,413	$	3,893	$	512,678

Recurring fair value measurements, liabilities:
RPA In	$	0	$	5	$	0	$	5
Interest rate swap agreements, liabilities		0		1,318		0		1,318
Total recurring fair value measurements, liabilities	$	0	$	1,323	$	0	$	1,323

Nonrecurring fair value measurements, assets:
Loans individually evaluated for credit loss, net	$	0	$	0	$	2,629	$	2,629
Foreclosed assets held for sale		0		0		189		189
Total nonrecurring fair value measurements, assets	$	0	$	0	$	2,818	$	2,818

Table of Contents


	December 31, 2024
	Quoted Prices		Other Observable		Unobservable
	in Active Markets		Inputs		Inputs		Total
(In Thousands)	(Level 1)		(Level 2)		(Level 3)		Fair Value
Recurring fair value measurements, assets:
AVAILABLE-FOR-SALE DEBT SECURITIES:
Obligations of the U.S. Treasury	$	7,118	$	0	$	0	$	7,118
Obligations of U.S. Government agencies		0		9,025		0		9,025
Bank holding company debt securities		0		25,246		0		25,246
Obligations of states and political subdivisions:
Tax-exempt		0		101,302		0		101,302
Taxable		0		42,506		0		42,506
Mortgage-backed securities issued or guaranteed by U.S. Government agencies or sponsored agencies:
Residential pass-through securities		0		94,414		0		94,414
Residential collateralized mortgage obligations		0		49,894		0		49,894
Commercial mortgage-backed securities		0		64,501		0		64,501
Private label commercial mortgage-backed securities		0		8,374		0		8,374
Total available-for-sale debt securities		7,118		395,262		0		402,380
Marketable equity security		863		0		0		863
Servicing rights		0		0		2,782		2,782
RPA Out		0		2		0		2
Interest rate swap agreements, assets		0		2,385		0		2,385
Total recurring fair value measurements, assets	$	7,981	$	397,649	$	2,782	$	408,412

Recurring fair value measurements, liabilities,
RPA In	$	0	$	2	$	0	$	2
Interest rate swap agreements, liabilities		0		2,385		0		2,385
Total recurring fair value measurements, liabilities	$	0	$	2,387	$	0	$	2,387

Nonrecurring fair value measurements, assets:
Loans individually evaluated for credit loss, net	$	0	$	0	$	136	$	136
Foreclosed assets held for sale		0		0		181		181
Total nonrecurring fair value measurements, assets	$	0	$	0	$	317	$	317

Level 2 valuation techniques used to measure fair value for the financial instruments in the preceding tables are as follows:

Available-for-sale debt securities - Level 2 debt securities are valued by a third-party pricing service. The pricing service uses pricing models that vary based on asset class and incorporate available market information, including quoted prices of investment securities with similar characteristics. Because many fixed income securities do not trade on a daily basis, pricing models use available information, as applicable, through processes such as benchmark yield curves, benchmarking of like securities, sector groupings and matrix pricing.

Derivative instruments - Interest rate SWAP agreements, RPA Out and RPA In- The fair value of derivatives are based on valuation models using observable market data as of the measurement date, valued by a third-party pricing service using quantitative models that utilize multiple market inputs. The inputs include prices and indices to generate continuous yield or pricing curves, estimates of current and potential future credit exposure and calculated discounted cash flow factors to value the position. The majority of market inputs are actively quoted and can be validated through external sources, including brokers, market transactions and third-party pricing services.

Management’s evaluation and selection of valuation techniques and the unobservable inputs used in determining the fair values of assets valued using Level 3 methodologies include sensitive assumptions. Other market participants might use substantially different assumptions, which could result in calculations of fair values that would be substantially different than the amount calculated by management. 91

Table of Contents The following table shows quantitative information regarding significant techniques and inputs used at December 31, 2025 and 2024 for servicing rights assets measured using unobservable inputs (Level 3 methodologies) on a recurring basis:


		Fair Value at
		12/31/2025		Valuation	Unobservable			Method or Value As of
Asset		(In Thousands)		Technique	Input(s)			12/31/2025
Servicing rights		$	3,893	Discounted cash flow	Discount rate	13.00	%	Rate used through modeling period
					Loan prepayment speeds	124.00	%	Weighted-average PSA


		Fair Value at
		12/31/2024		Valuation	Unobservable			Method or Value As of
Asset		(In Thousands)		Technique	Input(s)			12/31/2024
Servicing rights		$	2,782	Discounted cash flow	Discount rate	13.00	%	Rate used through modeling period
					Loan prepayment speeds	116.00	%	Weighted-average PSA

The fair value of servicing rights is affected by expected future interest rates. Increases (decreases) in future expected interest rates tend to increase (decrease) the fair value of the Corporation’s servicing rights because of changes in expected prepayment behavior by the borrowers on the underlying loans.

Following is a reconciliation of activity for Level 3 assets (servicing rights) measured at fair value on a recurring basis:


(In Thousands)		Years Ended December 31,
		2025		2024			2023
Servicing rights balance, beginning of period		$	2,782	$	2,659		$	2,653
Acquired servicing rights			963		0			0
Originations of servicing rights			406		287			206
Unrealized loss included in earnings			(258)		(164)			(200)
Servicing rights balance, end of period		$	3,893	$	2,782		$	2,659

Loans are individually evaluated for credit loss when they do not share similar risk characteristics as similar loans within its loan pool. Foreclosed assets held for sale consist of real estate acquired by foreclosure. For individually evaluated loans secured by real estate and foreclosed assets held for sale, estimated fair values are determined primarily using values from third-party appraisals. Appraised values are discounted to arrive at the estimated selling price of the collateral, which is considered to be the estimated fair value. The discounts also include estimated costs to sell the property. The estimated fair value determined for individually evaluated loans secured by real estate and foreclosed assets held for sale used unobservable inputs (Level 3 methodologies).

At December 31, 2025 and 2024, quantitative information regarding significant techniques and inputs used for nonrecurring fair value measurements using unobservable inputs (Level 3 methodologies) are as follows:


(Dollars In Thousands)										Range (Weighted
				Valuation						Average)
		Balance at		Allowance at		Fair Value at		Valuation	Unobservable	Discount at	****
Asset		12/31/2025		12/31/2025		12/31/2025		Technique	Inputs	12/31/2025

Loans individually evaluated for credit loss:
Commercial real estate - nonowner occupied		$	1,423	$	140	$	1,283	Sales comparison	Discount to appraised value	18%-77% (66)	%
Commercial real estate - owner occupied			485		266		219	Sales comparison	Discount to appraised value	34% (34)	%
All other commercial Loans			3,493		2,366		1,127	Sales comparison	Discount to appraised value	0%-100% (82)	%
Total loans individually evaluated for credit loss		$	5,401	$	2,772	$	2,629
Foreclosed assets held for sale - real estate:
Residential (1-4 family)		$	33	$	0	$	33	Sales comparison	Discount to appraised value	62%-84% (72)	%
Commercial real estate			156		0		156	Sales comparison	Discount to appraised value	18%-77% (34)	%
Total foreclosed assets held for sale		$	189	$	0	$	189

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(Dollars In Thousands)										Range (Weighted
				Valuation						Average)
		Balance at		Allowance at		Fair Value at		Valuation	Unobservable	Discount at	****
Asset		12/31/2024		12/31/2024		12/31/2024		Technique	Inputs	12/31/2024

Loans individually evaluated for credit loss:
Commercial real estate - owner occupied		$	258	$	122	$	136	Sales comparison & SBA guaranty	Discount to appraised value	95% (95)	%
Total loans individually evaluated for credit loss		$	258	$	122	$	136
Foreclosed assets held for sale - real estate:
Residential (1-4 family)		$	25	$	0	$	25	Sales comparison	Discount to appraised value	62% (62)	%
Commercial real estate			156		0		156	Sales comparison	Discount to appraised value	18%-77% (34)	%
Total foreclosed assets held for sale		$	181	$	0	$	181

Certain of the Corporation’s financial instruments are not measured at fair value in the consolidated financial statements. 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. Accordingly, the fair value estimates may not be realized in an immediate settlement of the instrument. Certain financial instruments and all nonfinancial instruments are excluded from disclosure requirements. Therefore, the aggregate fair value amounts presented may not represent the underlying fair value of the Corporation.

The estimated fair values, and related carrying amounts, of the Corporation’s financial instruments that are not recorded at fair value are as follows:


(In Thousands)		Fair Value		December 31, 2025						December 31, 2024
		Hierarchy		Carrying			Fair			Carrying			Fair
		Level		Amount			Value			Amount			Value
Financial assets:
Cash and cash equivalents		Level 1		$	44,706		$	44,706		$	123,574		$	123,574
Certificates of deposit		Level 2			1,350			1,331			2,600			2,513
Restricted equity securities (included in other assets)		N/A			26,623			26,623			21,567			N/A
Loans, net		Level 3			2,323,317			2,261,934			1,875,813			1,789,044
Accrued interest receivable		Level 2			11,594			11,594			8,735			8,735

Financial liabilities:
Deposits with no stated maturity		Level 2			1,958,011			1,958,011			1,609,552			1,609,552
Time deposits		Level 2			606,705			603,494			484,357			484,900
Short-term borrowings		Level 2			28,618			28,618			2,488			2,488
Long-term borrowings - FHLB advances		Level 2			120,935			122,211			165,451			165,616
Senior notes, net		Level 2			14,970			14,751			14,899			13,579
Subordinated debt, net		Level 2			24,949			23,361			24,831			21,051
Accrued interest payable		Level 2			1,744			1,744			1,771			1,771

Table of Contents

22. SEGMENT REPORTING

The Corporation’s one reportable segment is determined by the President and Chief Executive Officer, who is the designated chief operating decision maker, based upon information provided about the Corporation’s products and services offered, primarily community banking operations. The chief operating decision maker uses consolidated net income to assess performance by comparing to and monitoring against budget and prior year results. In addition, the chief operating decision maker uses the consolidated net income to benchmark the Corporation against its competitors. This information is used to manage resources to drive business and net earnings growth, including investment in key strategic priorities, as well as determine the Corporation's ability to return capital to shareholders. Loans, investments, deposits and assets held in a fiduciary or custodial capacity provide the revenues in the banking operation. Interest expense, provisions for credit losses, and payroll provide the significant expenses in the banking operation. All operations are domestic.

Accounting policies for segments are the same as those described in Note 1. Segment performance is evaluated using consolidated net income.


		Year Months Ended
(In Thousands)			December 31, 2025		December 31, 2024		December 31, 2023
Interest income		$	139,217	$	128,078	$	113,504
Interest expense			47,364		48,963		33,104
Net interest income			91,853		79,115		80,400
Provision for credit losses			6,073		2,195		186
Net interest income after provision for credit losses			85,780		76,920		80,214
Other income:
Other noninterest income			30,814		29,209		27,453
Realized gains (losses) on available-for-sale debt securities, net			38		0		(3,036)
Total other income			30,852		29,209		24,417
Other noninterest expense:
Salaries and employee benefits			47,386		44,930		44,195
Merger-related expenses			7,940		0		0
Other segment expenses (1)			32,663		29,328		29,953
Total noninterest expense			87,989		74,258		74,148
Income before income tax provision			28,643		31,871		30,483
Income tax provision			5,216		5,913		6,335
NET INCOME		$	23,427	$	25,958	$	24,148
(1)	Other segment expenses included expenses for professional fees, data processing and telecommunication, net occupancy and equipment, automated teller machine and interchange, Pennsylvania shares tax and other noninterest expenses.
---	---

The Corporation’s segment assets represent the total assets as presented on the Consolidated Balance Sheets at December 31, 2025 and 2024.

Table of Contents

Report of Independent R egistered Public Accounting Firm

Shareholders and Board of Directors of Citizens & Northern Corporation

Wellsboro, Pennsylvania

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of Citizens & Northern Corporation (the "Corporation") as of December 31, 2025 and 2024, the related consolidated statements of income, comprehensive income, stockholders’ equity, and cash flows for each of the years then ended, and the related notes (collectively referred to as the "financial statements"). We also have audited the Corporation’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework: (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Corporation as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years then ended in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Corporation maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework: (2013) issued by COSO.

Basis for Opinions

The Corporation’s management is responsible for these financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Corporation’s financial statements and an opinion on the Corporation’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Corporation in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the financial statements included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.

Table of Contents As permitted, the Corporation has excluded the operations of Susquehanna Community Financial, Inc. acquired during 2025, which is described in Note 3 of the consolidated financial statements, from the scope of management’s report on internal control over financial reporting. As such, it has also been excluded from the scope of our audit of internal control over financial reporting. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Allowance for Credit Losses on Loans – Qualitative Factors

The allowance for credit losses (the “ACL”) as described in Notes 1 and 8 is an accounting estimate of expected credit losses over the estimated life of loans. The Corporation’s loan portfolio, measured at amortized cost, is presented at the net amount expected to be collected. Estimates of expected credit losses for loans are based on historical experience, current conditions and reasonable and supportable forecasts over the life of the loans.

The Corporation measures expected credit losses on pooled loans when similar risk characteristics exist using the weighted-average remaining maturity model, which includes an additional expected credit loss based on reasonable and supportable forecast. The Corporation adjusts its quantitative model for certain qualitative factors that are deemed likely to cause estimated credit losses to differ from the conditions that existed for the period over which historical information was evaluated.

Auditing the qualitative factors included in the allowance for credit losses on loans was identified by us as a critical audit matter because of the extent of auditor judgment and significant audit effort to evaluate the significant subjective and complex judgments made by management related to the determination of the qualitative factors used in the calculation.

Table of Contents The primary procedures performed to address this critical audit matter included:

o	Testing the effectiveness of management's controls addressing the evaluation and reasonableness of the qualitative framework and its inclusion in the appropriateness of the overall calculation.
o	Testing of the effectiveness of management’s controls addressing the evaluation of the appropriateness of significant assumptions and judgements used in the determination of qualitative factors and the relevance and reliability of data used in the qualitative factors.
---	---
o	Substantive testing of the appropriateness of the qualitative framework, including evaluation of the reasonableness of the significant assumptions and judgments applied in developing the qualitative factors as well as the relevance and reliability of data used in the qualitative factors.
---	---
o	Substantive testing of the appropriateness of the calculation of qualitative factors.
---	---

Business Combination – Fair Value of Acquired Loans

As more fully described in Notes 1 and 3, the Corporation completed the acquisition of Susquehanna Community Financial, Inc. for stock and cash consideration totaling approximately $44,643,000 on October 1, 2025. Accounting for an acquisition requires management to record the assets acquired and liabilities assumed at fair value. The estimation of fair values related to acquired loans required management to make significant judgments and assumptions. Significant assumptions included loss rates, recovery lag, prepayment speeds, and discount rates. The acquired loans were initially recorded at $386,514,000.

We identified auditing the fair value of acquired loans as a critical audit matter because it involved especially subjective auditor judgment and audit effort to evaluate the significant judgments made by management, including the need for professionals with specialized skill and knowledge.

The primary procedures performed to address this critical audit matter included:

o	Testing the effectiveness of management’s controls addressing the evaluation of the appropriateness of methods and assumptions applied in the estimate of fair value over the acquired loans.
o	Testing the effectiveness of management’s controls addressing the evaluation of the relevance and reliability of data used in the valuation of acquired loans.
---	---
o	Substantive testing of the estimate of the fair value of acquired loans, including developing independent expectations and applying those independently-developed significant assumptions in the calculation with the assistance of professionals with specialized skill and knowledge.
---	---
o	Substantive testing to evaluate the relevance and reliability of data used in the valuation of acquired loans
---	---

/s/Crowe LLP

We have served as the Corporation’s auditor since 2024.

Columbus, Ohio

March 6, 2026

Table of Contents

Report of Independe nt Registered Public Accounting Firm

To Stockholders and Board of Directors of Citizens & Northern Corporation

Opinion on the Financial Statements

We have audited the accompanying consolidated statements of income, comprehensive income, changes in stockholders’ equity, and cash flows of Citizens & Northern Corporation and subsidiaries (the “Corporation”) for the year ended December 31, 2023, and the related notes (collectively referred to as the "consolidated financial statements"). In our opinion, the consolidated financial statements present fairly, in all material respects, the results of its operations and its cash flows for the year ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These consolidated financial statements are the responsibility of the Corporation's management. Our responsibility is to express an opinion on the Corporation's consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Corporation in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audit of the financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion.

/s/ Baker Tilly US, LLP

We served as the Corporation’s auditor from 1979 to 2024.

Pittsburgh, Pennsylvania March 11, 2024,

Except for Note 22, as to which the date is March 6, 2025

Table of Contents ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None

ITEM 9A. CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

The Corporation’s management, under the supervision of and with the participation of the Corporation’s Chief Executive Officer and Chief Financial Officer, has carried out an evaluation of the design and effectiveness of the Corporation’s disclosure controls and procedures as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Securities Exchange Act of 1934 as of the end of the period covered by this report. This evaluation did not include an assessment of those disclosure controls and procedures that are involved in, and did not include an assessment of, internal control over financial reporting as it relates to Susquehanna Community Financial, Inc. (“Susquehanna”). Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, the Corporation’s disclosure controls and procedures are effective to ensure that all material information required to be disclosed in reports the Corporation files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms.

Except as described in the following paragraph, there were no significant changes in the Corporation’s internal control over financial reporting that occurred during the period covered by this report that have materially affected, or that are reasonably likely to affect, our internal control over financial reporting.

The Susquehanna acquisition was completed October 1, 2025, and during the last three months of 2025 the Corporation has been engaged in integrating processes and internal control over financial reporting for the former Susquehanna locations into those of the Corporation. Through December 7, 2025, information related to former Susquehanna loans, deposits and other customer data was processed using Susquehanna’s legacy computer system. Effective December 8, 2025, the integration of Susquehanna’s core customer data system into the Corporation’s system was completed. Though completion of the Susquehanna core system conversion was a significant milestone, at December 31, 2025, the Corporation’s management had not yet completed changes to processes, information technology systems and other components of internal control over financial reporting as part of integration activities.

MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

The Corporation’s management is responsible for establishing and maintaining effective internal control over financial reporting, as that term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). The Corporation’s system of internal control over financial reporting has been designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation and fair presentation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America. The Corporation’s internal control over financial reporting includes those policies and procedures that: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the Corporation’s assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America, and that receipts and expenditures of the Corporation are being made only in accordance with authorizations of the Corporation’s management and directors; and (3) provide reasonable assurance regarding prevention, or timely detection and correction of unauthorized acquisition, use or disposition of the Corporation’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect and correct misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies and procedures may deteriorate. 99

Table of Contents The Corporation acquired Susquehanna effective October 1, 2025. Management excluded from its assessment of the Corporation’s internal control over financial reporting, as of December 31, 2025, Susquehanna’s internal control over financial reporting associated with assets of approximately 13% of the Corporation’s consolidated total assets, and interest income and noninterest income of approximately 4% of the Corporation’s consolidated total interest income and noninterest income, as of and for the year ended December 31, 2025.

The Corporation’s management assessed the effectiveness of the Corporation’s internal control over financial reporting as of December 31, 2025, based on the framework set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control – Integrated Framework (2013). Based on that assessment, we concluded that, as of December 31, 2025, the Corporation’s internal control over financial reporting is effective based on the criteria established in Internal Control – Integrated Framework (2013).

Crowe LLP, the independent registered public accounting firm that audited the Corporation’s consolidated financial statements, has issued an audit report on the Corporation’s internal control over financial reporting as of December 31, 2025.

March 6, 2026	By:	/s/ J. Bradley Scovill
Date		President and Chief Executive Officer
March 6, 2026	By:	/s/ Mark A. Hughes
Date		Treasurer and Chief Financial Officer

ITEM 9B. OTHER INFORMATION

During the three months ended December 31, 2025, no director or officer of the Corporation adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement”, as each term is defined in Item 408(a) of Regulation S-K.

There was no information the Corporation was required to disclose in a report on Form 8-K during the fourth quarter 2025 that was not disclosed.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Information concerning Directors and Executive Officers is incorporated herein by reference to disclosure under the captions “Proposal 1 – Election of Directors,” “Executive Officers,” “Information Concerning Security Ownership” and “Meetings and Committees of the Board of Directors” of the Corporation’s proxy statement dated March 13, 2026 for the annual meeting of stockholders to be held on April 23, 2026.

The Corporation’s Board of Directors has adopted a Code of Ethics, available on the Corporation’s web site at www.cnbankpa.com for the Corporation’s employees, officers and directors. (The provisions of the Code of Ethics are also included in the Corporation’s employee handbook.)

ITEM 11. EXECUTIVE COMPENSATION

Information concerning executive compensation is incorporated herein by reference to disclosure under the captions “Compensation Discussion and Analysis” and “Executive Compensation Tables” of the Corporation’s proxy statement dated March 13, 2026 for the annual meeting of stockholders to be held on April 23, 2026.

100

Table of Contents ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Information concerning security ownership of certain beneficial owners and management is incorporated herein by reference to disclosure under the caption “Beneficial Ownership of Executive Officers and Directors” of the Corporation’s proxy statement dated March 13, 2026 for the annual meeting of stockholders to be held on April 23, 2026.

“Equity Compensation Plan Information” as required by Item 201(d) of Regulation S-K is incorporated by reference herein from Item 5 (Market for Registrant’s Common Equity and Related Stockholder Matters) of this Form 10-K.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Information concerning loans and deposit balances with Directors and Executive Officers is provided in Note 15 to the Consolidated Financial Statements, which is included in Part II, Item 8 of this Annual Report on Form 10-K. Additional information, including information concerning director independence, is incorporated herein by reference to disclosure appearing under the captions “Director Independence” and “Related Person Transactions and Policies” of the Corporation’s proxy statement dated March 13, 2026 for the annual meeting of stockholders to be held on April 23, 2026.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Information concerning services provided by the Corporation’s independent auditor Crowe LLP, the audit committee’s pre-approval policies and procedures for such services, and fees paid by the Corporation to that firm, is incorporated herein by reference to disclosure under the caption “Fees of Independent Public Accountants” of the Corporation’s proxy statement dated March 13, 2026 for the annual meeting of stockholders to be held on April 23, 2026.

PART IV

ITEM 15. EX HIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)	(1). The following consolidated financial statements are set forth in Part II, Item 8:

	Page
Report of Independent Registered Public Accounting Firm (PCAOB ID: 173)	95-97
Report of Predecessor Auditor (PCAOB ID: 23)	98
Financial Statements:
Consolidated Balance Sheets - December 31, 2025 and 2024	42
Consolidated Statements of Income - Years Ended December 31, 2025, 2024 and 2023	43
Consolidated Statements of Comprehensive Income - Years Ended December 31, 2025, 2024 and 2023	44
Consolidated Statements of Changes in Stockholders’ Equity - Years Ended December 31, 2025, 2024 and 2023	45
Consolidated Statements of Cash Flows - Years Ended December 31, 2025, 2024 and 2023	46
Notes to Consolidated Financial Statements	47-94

(a)	(2) Financial statement schedules are not applicable or included in the financial statements or related notes.

	2. Plan of acquisition, reorganization, arrangement, liquidation or succession:
	2.1 Agreement and Plan of Merger dated April 23, 2025, between the Corporation and Susquehanna Community Financial, Inc.		Incorporated by reference to Exhibit 2.1 of the Corporation’s Form 8-K filed April 23, 2025

	3.1 Articles of Incorporation		Incorporated by reference to Exhibit 3.1 of the Corporation’s Form 10-Q filed May 6, 2022

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Table of Contents

	3.2 By-laws		Incorporated by reference to Exhibit 3.1 of the Corporation's Form 8-K filed February 18, 2022
	4. Instruments defining the rights of securities holders, including Indentures:
	4.1 Indenture, dated May 19, 2021 between Citizens & Northern Corporation and UMB Bank, National Association, as trustee		Incorporated by reference to Exhibit 4.1 of the Corporation’s Form 8-K filed May 19, 2021

	4.2 Form of Subordinated Note		Incorporated by reference to Exhibit A-2 to Exhibit 4.1 of the Corporation’s Form 8-K filed May 19, 2021

	4.3 Form of Senior Note		Incorporated by reference to Exhibit 4.3 of the Corporation’s Form 8-K filed May 19, 2021

	4.4 Description of registrant’s securities		Incorporated by reference to Exhibit 4.(vi) of the Corporation’s Form 10-K filed February 20, 2020
	10. Material contracts:

	10.1 Form of Time-Based Restricted Stock agreement dated January 30, 2026 between the Corporation and Executive Officers pursuant to the Citizens & Northern Corporation 2023 Equity Incentive Plan		Filed herewith
	10.2 Form of Performance-Based Restricted Stock Agreement dated January 30, 2026 between the Corporation and Executive Officers pursuant to the Citizens & Northern Corporation 2023 Equity Incentive Plan		Filed herewith
	10.3 Restricted Stock Agreement dated November 21, 2025 between the Corporation and Christian C. Trate		Filed herewith

	10.4 Restricted Stock Agreement dated July 30, 2024 between the Corporation and J. Bradley Scovill		Incorporated by reference to Exhibit 10.1 filed with the Corporation’s Form 8-K on July 31, 2024
	10.5 2026 Annual Performance Incentive Award Plan		Filed herewith
	10.6 2026 Annual Performance Incentive Award Plan - Mortgage Lenders		Filed herewith
	10.7 First Amendment to Deferred Compensation Agreement dated June 17, 2021		Incorporated by reference to Exhibit 10.9 filed with Corporation’s Form 10-K on February 22, 2022

	10.8 Deferred Compensation Agreement dated December 17, 2015		Incorporated by reference to Exhibit 10.8 filed with Corporation’s Form 10-K on February 15, 2018
	10.9 Employment Agreement dated April 23, 2025 between the Corporation and David S. Runk		Filed herewith

	10.10 Separation Agreement dated April 23, 2025 between the Corporation and David S. Runk		Filed herewith

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	10.11 Amended and Restated Employment Agreement dated May 22, 2024 between the Corporation and J. Bradley Scovill		Incorporated by reference to Exhibit 10.1 filed with Corporation’s Form 8-K on May 28, 2024

	10.12 Employment agreement dated September 19, 2013 between the Corporation and Mark A. Hughes		Incorporated by reference to Exhibit 10.2 filed with Corporation’s Form 8-K on September 19, 2013
	10.13 Employment agreement dated September 19, 2013 between the Corporation and Harold F. Hoose, III		Incorporated by reference to Exhibit 10.3 filed with Corporation’s Form 8-K on September 19, 2013
	10.14 Employment agreement dated December 18, 2019 between the Corporation and Blair T. Rush		Incorporated by reference to Exhibit 10.15 filed with Corporation’s Form 10-K on March 5, 2021
	10.15 Employment agreement dated April 6, 2021 between the Corporation and Alexander Balagour		Incorporated by reference to Exhibit 10.1 filed with Corporation’s Form 10-Q on August 6, 2021

	10.16 Employment agreement dated February 1, 2023 between the Corporation and Kelley A. Cwiklinski		Incorporated by reference to Exhibit 10.1 filed with Corporation’s Form 10-Q on May 5, 2023

	10.17 Form of Indemnification Agreement dated September 20, 2018 between the Corporation and J. Bradley Scovill		Incorporated by reference to Exhibit 10.1 filed with Corporation’s Form 10-Q on November 1, 2018
	10.18 Form of Indemnification Agreement dated January 9, 2018 between the Corporation and Tracy E. Watkins		Incorporated by reference to Exhibit 10.6 filed with Corporation’s Form 10-K on February 15, 2018
	10.19 Form of Indemnification Agreement dated February 11, 2015 between the Corporation and Stan R. Dunsmore		Incorporated by reference to Exhibit 10.9 filed with Corporation’s Form 10-K on February 26, 2015
	10.20 Form of Indemnification Agreement dated January 19, 2011 between the Corporation and John M. Reber		Incorporated by reference to Exhibit 10.8 filed with Corporation’s Form 10-K on March 1, 2011
	10.21 Form of Indemnification Agreements dated May 2004 between the Corporation and the Directors and certain officers		Incorporated by reference to Exhibit 10.1 filed with Corporation’s Form 10-K on March 14, 2005
	10.22 Form of Indemnification Agreement dated February 16, 2021 between the Corporation and Blair T. Rush		Incorporated by reference to Exhibit 10.23 filed with Corporation’s Form 10-K on March 5, 2021
	10.23 Change in Control Agreement dated January 9, 2018 between the Corporation and Tracy E. Watkins		Incorporated by reference to Exhibit 10.7 filed with Corporation’s Form 10-K on February 15, 2018
	10.24 Change in Control Agreement dated March 17, 2015 between the Corporation and Stan R. Dunsmore		Incorporated by reference to Exhibit 10.1 filed with Corporation’s Form 10-Q on May 8, 2015
	10.25 Change in Control Agreement dated January 20, 2005 between the Corporation and John M. Reber		Incorporated by reference to Exhibit 10.18 filed with Corporation’s Form 10-K on February 18, 2016
	10.26 Change in Control Agreement dated December 31, 2003 between the Corporation and Thomas L. Rudy, Jr.		Incorporated by reference to Exhibit 10.2 filed with the Corporation’s Form 10-K on March 14, 2005

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	10.27 Fifth Amendment to Citizens & Northern Corporation Stock Incentive Plan		Incorporated by reference to Exhibit 10.1 filed with Form 8-K on December 21, 2018

	10.28 Fourth Amendment to Citizens & Northern Corporation Stock Incentive Plan and Annual Incentive Plan		Incorporated by reference to Exhibit 10.6 filed with Corporation’s Form 8-K on September 19, 2013
	10.29 Third Amendment to Citizens & Northern Corporation Stock Incentive Plan		Incorporated by reference to Exhibit A to the Corporation’s proxy statement dated March 18, 2008 for the annual meeting of stockholders held on April 15, 2008
	10.30 Second Amendment to Citizens & Northern Corporation Stock Incentive Plan		Incorporated by reference to Exhibit 10.5 filed with the Corporation’s Form 10-K on March 10, 2004
	10.31 First Amendment to Citizens & Northern Corporation Stock Incentive Plan		Incorporated by reference to Exhibit 10.6 filed with the Corporation’s Form 10-K on March 10, 2004
	10.32 Citizens & Northern Corporation Stock Incentive Plan		Incorporated by reference to Exhibit 10.7 filed with the Corporation’s Form 10-K on March 10, 2004
	10.33 Second Amendment to Citizens & Northern Independent Directors Stock Incentive Plan		Incorporated by reference to Exhibit 10.2 filed with Form 8-K on December 21, 2018
	10.34 First Amendment to Citizens & Northern Corporation Independent Directors Stock Incentive Plan		Incorporated by reference to Exhibit B to the Corporation’s proxy statement dated March 18, 2008 for the annual meeting of stockholders held on April 15, 2008
	10.35 Citizens & Northern Corporation Independent Directors Stock Incentive Plan		Incorporated by reference to Exhibit A to the Corporation’s proxy statement dated March 19, 2001 for the annual meeting of stockholders held on April 17, 2001.

	10.36 Citizens & Northern Corporation 2023 Equity Incentive Plan		Incorporated by reference to Exhibit A to the Corporation’s proxy statement dated March 10, 2023 for the annual meeting of stockholders held on April 20, 2023
	10.37 Citizens & Northern Corporation Supplemental Executive Retirement Plan (as amended and restated)		Incorporated by reference to Exhibit 10.21 filed with the Corporation’s Form 10-K on March 6, 2009
	10.38 Form of Indemnification Agreements dated May 24, 2018 between the Corporation and Directors Bobbi J. Kilmer, Terry L. Lehman, Frank G. Pellegrino and Aaron K. Singer		Incorporated by reference to Exhibit 10.1 filed with the Corporation’s Form 10-Q filed August 6, 2018
	10.39 Form of Indemnification Agreement dated July 16, 2020 between the Corporation and Stephen M. Dorwart		Incorporated by reference to Exhibit 10.4 filed with the Corporation's Form 10-Q on August 6, 2020
	10.40 Form of Indemnification Agreement dated July 16, 2020 between the Corporation and Robert G. Loughery		Incorporated by reference to Exhibit 10.5 filed with the Corporation's Form 10-Q on August 6, 2020
	10.41 Form of Indemnification Agreement dated April 27, 2021 between the Corporation and Helen S. Santiago		Incorporated by reference to Exhibit 10.2 filed with the Corporation’s Form 10-Q on August 6, 2021

	10.42 Form of Indemnification Agreement dated July 12, 2021 between the Corporation and Kate Shattuck		Incorporated by reference to Exhibit 10.1 filed with the Corporation’s Form 10-Q on November 8, 2021

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	14. Code of ethics		The Code of Ethics is available through the Corporation’s website at www.cnbankpa.com. To access the Code of Ethics, click on “About,” “Investor Relations,” “Corporate Governance Policies,” and “Code of Ethics.”

	19. Citizens & Northern Corporation Insider Trading Policy		Filed herewith
	21. Subsidiaries of the registrant		Filed herewith
	23.1 Consent of Crowe LLP		Filed herewith

	23.2 Consent of Baker Tilly US, LLP		Filed herewith

	31. Rule 13a-14(a)/15d-14(a) certifications:

	31.1 Certification of Chief Executive Officer		Filed herewith
	31.2 Certification of Chief Financial Officer		Filed herewith
	32. Section 1350 certifications		Filed herewith
	97 Executive Compensation Recoupment Policy		Incorporated by reference to Exhibit 10.5 filed with Corporation’s Form 8-K on September 19, 2013
	101.INS Inline XBRL Instance Document.		Filed herewith
	101.SCH Inline XBRL Schema Document.		Filed herewith

	101.CAL Inline XBRL Calculation Linkbase Document.		Filed herewith

	101.DEF Inline XBRL Definition Linkbase Document.		Filed herewith

	101.LAB Inline XBRL Label Linkbase Document.		Filed herewith

	101.PRE Inline XBRL Presentation Linkbase Document.		Filed herewith

	104. Cover Page Interactive Data File (Formatted as Inline XBRL and contained in Exhibit 101)		Filed herewith

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

By:	/s/ J. Bradley Scovill
President and Chief Executive Officer
Date: March 6, 2026

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

/s/	J. Bradley Scovill (Director and Chief Executive Officer,	/s/	Terry L. Lehman, Director
	Principal Executive Officer)		Terry L. Lehman
	J. Bradley Scovill		Date: March 6, 2026
	Date: March 6, 2026
/s/	Mark A. Hughes (Executive Vice President, Treasurer and	/s/	Frank G. Pellegrino, Director
	Chief Financial Officer, Principal Accounting Officer and		Frank G. Pellegrino
	Principal Financial Officer)		Date: March 6, 2026
	Mark A. Hughes
	Date: March 6, 2026
/s/	Stephen M. Dorwart, Director	/s/	Helen S. Santiago, Director
	Stephen M. Dorwart		Helen S. Santiago
	Date: March 6, 2026		Date: March 6, 2026
/s/	Robert G. Loughery, Director	/s/	Kate Shattuck, Director
	Robert G. Loughery		Kate Shattuck
	Date: March 6, 2026		Date: March 6, 2026
/s/	Bobbi J. Kilmer, Director	/s/	Aaron K. Singer, Director
	Bobbi J. Kilmer		Aaron K. Singer
	Date: March 6, 2026		Date: March 6, 2026
/s/	Leo F. Lambert, Director	/s/	Christian C. Trate, Director
	Leo F. Lambert		Christian C. Trate
	Date: March 6, 2026		Date: March 6, 2026

106

INCENTIVE STOCK OPTION AGREEMENT

EXHIBIT 10.1

CITIZENS & NORTHERN CORPORATION

2023 EQUITY INCENTIVE PLAN

TIME-BASED RESTRICTED STOCK AGREEMENT - EMPLOYEES

RESTRICTED STOCK AGREEMENT dated as of the 30th day of January 2026, by and between Citizens & Northern Corporation (the "Corporation") and _____ **_____ _______________________**an employee of the Corporation or of a subsidiary (the "Recipient").

Pursuant to the Citizens & Northern Corporation 2023 Equity Incentive Plan (the "Plan"), the Compensation Committee of the Board of Directors (the "Committee") has determined that the Recipient is to be granted, on the terms and conditions set forth herein, **_________**Restricted Shares of the Corporation's common stock (“Stock”) and hereby grants such Restricted Shares.

1.Number of Shares and Price. Restricted Stock shall consist of shares of Stock that will be acquired by and issued to the Recipient at a designated time approved by the Committee, for no purchase price, and under and subject to such transfer, forfeiture and other restrictions, conditions or terms as shall be determined by the Committee, including but not limited to prohibitions against transfer and substantial risks of forfeiture within the meaning of Section 83 of the Internal Revenue Code of 1986 as amended (“Code”).

2.Rights of Recipient. Except as otherwise provided in the Plan or the Restricted Stock Agreement, the Recipient shall have all of the rights of a shareholder, including the right to vote the Restricted Stock and the right to receive dividends thereon provided,however, that dividends payable with respect to Restricted Stock Awards (whether paid in cash or shares of Stock) shall be subject to the same vesting conditions applicable to the Restricted Stock and shall, if vested, be delivered or paid at the same time as the restrictions on the Restricted Stock to which they relate lapse. Also, during the time period of any restrictions, conditions or terms applicable to such Restricted Stock, the shares thereof and the right to vote the same and receive dividends thereon shall not be sold, assigned, transferred, exchanged, pledged, hypothecated, encumbered or otherwise disposed of except as permitted by the Plan or the Restricted Stock Agreement.

3.Holding of Restricted Shares. Each certificate for shares of Restricted Stock shall be deposited with the Secretary of the Corporation, or the office thereof, and shall bear a legend in substantially the following form and content:

This Certificate and the shares of Stock hereby represented are subject to the provisions of the Corporation’s 2023 Equity Incentive Plan and a certain agreement entered into between the owner and the Corporation pursuant to said Plan. The release of the Certificate and the shares of Stock hereby represented from such provision shall occur only as provided by said Plan and Agreement, a copy of which are on file in the office of the Secretary of the Corporation.

Upon the lapse or satisfaction of the restrictions, conditions and terms applicable to such Restricted Stock, a certificate for the shares of Stock without such legend shall be issued to the Recipient.

4.Release and Lapse of Restricted Shares. The release of restrictions or expiration of restricted shares awarded under this agreement shall occur over a period of three years. **** One-third of the total shares will be distributed on the last business day in January of each of the three years immediately following the award. The shares released may be in certificate form or may be directed to be held in a custodial account designated by the Recipient.

5.Effect of Termination of Service. For purposes of this Section 5, the terms “Termination of Service” and “Disability” are defined in Article 8 of the Plan. Upon Termination of Service for reason of Disability or death, all restricted shares awarded under this agreement shall vest at the date of Termination of Service. Upon a Recipient’s Termination of Service for any reason other than due to Disability or death, any restricted shares awarded under this agreement that have not vested as of the date of Termination of Service shall expire and be forfeited. Notwithstanding the provisions of this Section 5, the effect of a Change in Control on the vesting of the restricted shares awarded under this agreement is set forth in Section 7.

6.Non- Transferability of Restricted Stock. The Restricted Stock and this Restricted Stock Agreement shall not be transferable.

7.	Change in Control. If a Change in Control, as defined in Section 4.2 of the Plan occurs, all shares of Restricted Stock shall become fully vested immediately.
8.	Notices. Any notice required or permitted under this Restricted Stock Agreement shall be deemed given when delivered personally, or when deposited in a United States Post Office, postage prepaid, addressed, as appropriate, to the Recipient either at his or her address as reflected in the Corporation’s records as the Recipient’s last known address.
---	---
9.	Failure to Enforce Not a Waiver. The failure of the Corporation to enforce at any time any provision of this Restricted Stock Agreement shall in no way be construed to be a waiver of such provision or of any other provision hereof.
---	---
10.	Governing Law. This Restricted Stock Agreement shall be governed by and construed according to the laws of the Commonwealth of Pennsylvania.
---	---
11.	Incorporation of Plan. The Plan is hereby incorporated by reference and made a part hereof, and the Restricted Stock and this Restricted Stock Agreement are subject to all terms and conditions of the Plan.
---	---

12.Amendments. This Restricted Stock Agreement may be amended or modified at any time by an instrument in writing signed by the parties hereto.

IN WITNESS WHEREOF, the parties have executed this Restricted Stock Agreement on the day and year first above written.



	By

	/s/ J. Bradley Scovill
	J. Bradley Scovill – President & CEO

	The undersigned hereby accepts and agrees to all the terms and provisions of the foregoing Restricted Stock Agreement and to all the terms and provisions of the Citizens & Northern Corporation 2023 Equity Incentive Plan herein incorporated by reference.


	Recipient

EXHIBIT 10.2

CITIZENS & NORTHERN CORPORATION

2023 EQUITY INCENTIVE PLAN

PERFORMANCE-BASED RESTRICTED STOCK AGREEMENT

RESTRICTED STOCK AGREEMENT dated as of the 30th day of January 2026, by and between Citizens & Northern Corporation (the "Corporation") and ________ an employee of the Corporation or of a subsidiary (the "Recipient").

Pursuant to the Citizens & Northern Corporation 2023 Equity Incentive Plan (the "Plan"), as amended, the Compensation Committee of the Board of Directors (the "Committee") has determined that the Recipient is to be granted, on the terms and conditions set forth herein, ________ Restricted Shares of the Corporation's common stock (“Stock”) and hereby grants such Restricted Shares.

3.	Holding of Restricted Shares. Each certificate for shares of Restricted Stock shall be deposited with the Secretary of the Corporation, or the office thereof, and shall bear a legend in substantially the following form and content:

4.Release and Lapse of Restricted Shares. The release of restrictions or expiration of restricted shares awarded under this agreement shall occur over a period of three years. **** On each anniversary date of this award, up to one-third of the total shares will be distributed based on the Corporation’s attainment of earnings-based performance standards, based on the following criteria:

●Release of 50% (one-sixth of the total shares awarded) each year will be based on the Corporation achieving a percent ranking of at least 35% of the Pre-tax, Pre-Provision Net Revenue Minus Net Charge-

offs as a Percentage of Average Equity (PPNR/Average Equity) within a defined peer group of bank holding companies and thrifts for the defined measurement period as determined by the Committee.

●Release of 50% (one-sixth of the total shares awarded) each year will be based on the Corporation achieving a percent ranking of at least 65% of the Pre-tax, Pre-Provision Net Revenue Minus Net Charge-offs as a Percentage of Average Assets (PPNR/Average Assets) within a defined peer group of bank holding companies and thrifts for the defined measurement period as determined by the Committee.

For the purpose of determining PPNR/Average Assets and PPNR/Average Equity, the provision for credit losses will be excluded, and net charge-offs or recoveries of loans receivable and off-balance sheet exposures will be included, from the Corporation’s and the peer group’s earnings results. Also, for the purpose of determining PPNR/Average Assets and PPNR/Average Equity, nonrecurring items, as determined by the Committee (to include nonrecurring acquisition expenses), and securities gains and losses, will be excluded from the Corporation’s and the peer group’s earnings results. The peer group shall include selected publicly traded Commercial Banks and Thrifts within a geographic region reflective of Citizens & Northern’s market area and with total assets of approximately one-half to 2 times those of Citizens & Northern.

The Committee reserves the right to change the composition of the peer group, as well as the method of evaluating the Corporation’s earnings performance as compared to the peer group, based on mergers or acquisitions involving members of the peer group, changes in size of the Corporation or members of the peer group, or other factors deemed appropriate by the Committee.

All Restricted Shares not distributed due to the Corporation failing to achieve the defined earnings-based performance standards shall expire and revert back to the Corporation as of the anniversary date on which such determinations are made. No partial shares may be released, thus an amount equal to the next whole share amount will be released subject to the specified performance criteria at each anniversary. The shares released may be in certificate form or may be directed to be held in a custodial account designated by the Recipient.

5.	Terms of Forfeiture. If a Recipient’s employment with the Corporation, or a subsidiary, ceases for any reason prior to the lapse of the restrictions, conditions or terms applicable to his or her Restricted Stock, all of the Recipient’s Restricted Stock still subject to unexpired restrictions, conditions or terms shall be forfeited absolutely by the Recipient to the Corporation without payment or delivery of any consideration or other thing of value by the Corporation or its affiliates, and thereupon and thereafter neither the Recipient nor his or her heirs, personal or legal representatives, successors, assigns, beneficiaries, or any claimants under the Recipient’s Last Will or laws of descent and distribution, shall have any rights or claims to or interests in the forfeited Restricted Stock or any certificates representing shares thereof, or claims against the Corporation or its affiliates with respect thereto. Except in the case of disability, employment ceases with the Corporation, or its Subsidiary, on the first to occur of the day the Recipient’s employment is terminated with or without cause, or on their date of death. In the event of disability, the Recipient’s employment is considered terminated on the date for which the Recipient receives the final payment under the Corporation’s, or Subsidiary’s, short-term disability program.
6.	Non- Transferability of Restricted Stock. The Restricted Stock and this Restricted Stock Agreement shall not be transferable.
---	---
7.	Change in Control. If a change in control as defined in Section 4.2 of the Plan occurs, all shares of Restricted Stock will vest based on the greater of the target level of performance or actual annualized performance measured as of the most recent completed fiscal quarter.
---	---
8.	Notices. Any notice required or permitted under this Restricted Stock Agreement shall be deemed given when delivered personally, or when deposited in a United States Post Office, postage prepaid, addressed, as appropriate, to the Recipient either at his or her last known address on file with the Corporation.
---	---
9.	Failure to Enforce Not a Waiver. The failure of the Corporation to enforce at any time any provision of this Restricted Stock Agreement shall in no way be construed to be a waiver of such provision or of any other provision hereof.
---	---

10.	Governing Law. This Restricted Stock Agreement shall be governed by and construed according to the laws of the Commonwealth of Pennsylvania.
11.	Incorporation of Plan. The Plan is hereby incorporated by reference and made a part hereof, and the Restricted Stock and this Restricted Stock Agreement are subject to all terms and conditions of the Plan.
---	---
12.	Amendments. This Restricted Stock Agreement may be amended or modified at any time by an instrument in writing signed by the parties hereto.
---	---

IN WITNESS WHEREOF, the parties have executed this Restricted Stock Agreement on the day and year first above written.



	By

	/s/ J. Bradley Scovill
	J. Bradley Scovill – President & CEO

	The undersigned hereby accepts and agrees to all the terms and provisions of the foregoing Restricted Stock Agreement and to all the terms and provisions of the Citizens & Northern Corporation 2023 Equity Incentive Plan herein incorporated by reference.


	Recipient

Exhibit 10.3

CITIZENS & NORTHERN CORPORATION

2023 EQUITY INCENTIVE PLAN

TIME-BASED RESTRICTED STOCK AGREEMENT – INDEPENDENT DIRECTORS

RESTRICTED STOCK AGREEMENT dated as of the 21st day of November 2025, by and between Citizens & Northern Corporation (the "Corporation") and _Christian C. Trate_ a member of the Board of Directors of the Corporation or of a subsidiary (the "Recipient").

Pursuant to the Citizens & Northern Corporation 2023 Equity Incentive Plan (the "Plan"), the Compensation Committee of the Board of Directors (the "Committee") has determined that the Recipient is to be granted, on the terms and conditions set forth herein 756 Restricted Shares of the Corporation's common stock (“Stock”) and hereby grants such Restricted Shares.

2.**Rights of Recipient.**Except as otherwise provided in the Plan or the Restricted Stock Agreement, the Recipient shall have all of the rights of a shareholder, including the right to vote the Restricted Stock and the right to receive dividends thereon provided,however, that dividends payable with respect to Restricted Stock Awards (whether paid in cash or shares of Stock) shall be subject to the same vesting conditions applicable to the Restricted Stock and shall, if vested, be delivered or paid at the same time as the restrictions on the Restricted Stock to which they relate lapse. Also, during the time period of any restrictions, conditions or terms applicable to such Restricted Stock, the shares thereof and the right to vote the same and receive dividends thereon shall not be sold, assigned, transferred, exchanged, pledged, hypothecated, encumbered or otherwise disposed of except as permitted by the Plan or the Restricted Stock Agreement.

4.**Release and Lapse of Restricted Shares.**The release of restrictions or expiration of restricted shares awarded under this agreement shall occur over a period of one year. ****All of the total shares will be distributed on April 23, 2026. The shares released may be in certificate form or may be directed to be held in a custodial account designated by the Recipient.

5.	Effect of Termination of Service.For purposes of this Section 5, the terms “Termination of Service,” “Disability” and “Mandatory Retirement” are defined in Article 8 of the Plan. Upon a Recipient’s Termination of Service, for any reason other than due to Disability, death or Mandatory Retirement, any restricted shares awarded under this agreement that have not vested as of the date of Termination of Service shall expire and be forfeited. Upon Termination of Service for reason of Disability or death, all restricted shares awarded under this agreement shall vest at the date of Termination of Service. In the event of Termination of Service due to Mandatory Retirement, any Restricted Stock Award that has not vested as of the date of Termination of Service shall vest, pro rata, by multiplying the number of outstanding, unvested shares by a fraction, the numerator of which is the number of days the Recipient was in Service since the date the unvested awards were granted and the denominator of which is 365. If the Recipient serves as a member of the Corporation’s Board of Directors from the date of this award until the date of the next Annual Meeting of the Corporation’s shareholders, the Recipient will be deemed to have vested in this award. Notwithstanding the provisions of this Section 5, the effect of a Change in Control on the vesting of the restricted shares awarded under this agreement is set forth in Section 7.
6.	Non-Transferability of Restricted Stock.The Restricted Stock and this Restricted Stock Agreement shall not be transferable.
---	---
7.	Change in Control. If a Change in Control, as defined in Section 4.2 of the Plan occurs, all shares of Restricted Stock shall become fully vested immediately.
---	---
8.	Notices. Any notice required or permitted under this Restricted Stock Agreement shall be deemed given when delivered personally, or when deposited in a United States Post Office, postage prepaid, addressed, as appropriate, to the Recipient either at his or her address as reflected in the Corporation’s records as the Recipient’s last known address.
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9.	Failure to Enforce Not a Waiver. The failure of the Corporation to enforce at any time any provision of this Restricted Stock Agreement shall in no way be construed to be a waiver of such provision or of any other provision hereof.
---	---
10.	Governing Law. This Restricted Stock Agreement shall be governed by and construed according to the laws of the Commonwealth of Pennsylvania.
---	---
11.	Incorporation of Plan. The Plan is hereby incorporated by reference and made a part hereof, and the Restricted Stock and this Restricted Stock Agreement are subject to all terms and conditions of the Plan.
---	---

12.Amendments. This Restricted Stock Agreement may be amended or modified at any time by an instrument in writing signed by the parties hereto.

IN WITNESS WHEREOF, the parties have executed this Restricted Stock Agreement on the day and year first above written.


	By

	/s/ J. Bradley Scovill
	J. Bradley Scovill – President & CEO

	The undersigned hereby accepts and agrees to all the terms and provisions of the foregoing Restricted Stock Agreement and to all the terms and provisions of the Citizens & Northern Corporation 2023 Equity Incentive Plan herein incorporated by reference.

	/s/ Christian C. Trate
	Recipient

CITIZENS & NORTHERN BANK

EXHIBIT 10.5

2026 Annual Performance Incentive Award Plan (*)

Part I: Plan Administration

Section 1: Purpose of the Plan

The purpose of the Performance Incentive Award Plan ("the Plan") is to provide variable compensation to those employees in key positions who attain and sustain consistently high levels of performance by meeting and exceeding goals and expectations that contribute to the success, profitability, and return to the shareholders of Citizens & Northern Corporation and affiliated Employer(s). The Plan is designed to support operational objectives and financial goals as defined by the long-range and short-range strategic and financial Plans. Additionally, the Plan is designed to provide a component of the management compensation package essential to retaining and attracting quality employees to key positions that contribute significantly to the bank’s financial performance. A key position for the purpose of this plan is a job role that is typically, within the community banking and financial services industries, eligible for performance-based incentive compensation.

Section 2: General Description

There are three components of the Plan: (1) corporate performance; (2) unit/functional performance; and (3) individual performance. The corporate performance component will be subject to the Corporation’s attainment of financial goals relative to budget. To receive the corporate bonus payout, the company must achieve at least the threshold level.

The unit/functional component is based on the attainment of pre-established goals by the participant and often a team of participants in a given business unit, e.g., retail branch system, commercial lending team. Depending upon the participant’s function, Key Performance Indicators for the participant’s region, or the corporation as a whole, also may be evaluated to determine the unit/functional bonus. To receive the unit/functional bonus payout, the participant must achieve at least the threshold level.

Further, the individual performance component will be subject to an evaluation of the participants’ overall contributions to the “team”. To earn the individual component, the participant must attain at least the threshold performance level.

Achievement of threshold performance does not guarantee payment of any incentive award, as all awards remain subject to approval and discretion of the participant’s manager or the executive officer for the participant’s area to recommend no bonus payout, or a reduced amount (Corporate, Unit/Functional or Individual) if aspects of the participant’s performance are deemed unsatisfactory.

(*) Employees who are actively engaged in interviewing residential real estate mortgage applicants, processing the applications and closing the loans are excluded from this plan. The Corporation has a separate incentive award plan for such employees.

The Plan protects shareholders' interests by requiring that the goals established will enhance bottom line performance while not encouraging excessive risk-taking and that a minimum level of performance is achieved before any incentive award can be made. At the same time the Plan provides management with a means to retain and attract top performers who increase the organization’s financial performance by attaining their performance goals. The Plan requires that management perform an annual assessment and establishment of goals and provides a performance review and measurement system. The Plan requires management to consider non-financial goals designed to improve operational and risk management effectiveness, as well as financial goals, as appropriate for each participant’s position. The Plan permits future inclusion of additional positions during a Plan year, if the need arises.

The calculation of the bonus to be distributed to the Plan participants, and the incentive formulas, are constructed to provide awards consistent with strong corporate financial performance and the participant’s exceptional performance in his/her unit/functional area. The incentive formulas ensure a level of incentive award that is competitive with comparable positions and job levels in similar financial institutions, thus enabling Citizens & Northern to attract, retain, and motivate high-performing personnel and support continued growth and profitability. The determination of the bonus payable is described in Part II of this Plan.

The Plan is established to augment regular salary and benefit programs already in existence. The Incentive Plan is not meant to be a substitute for salary increases but supplemental to salary and as stated earlier, a reward for “exceptional" performance.

The Plan has been developed to recognize that the amount of incentive bonus award attainable by key executives may vary depending upon the executive’s position with the company and the competitive levels of incentive bonus for those positions within the banking and financial service industry. Thus threshold, target and maximum Incentive Opportunities are established for each position.

Section 3: Other Payment Conditions

Termination for Reasons Other Than Death, Permanent Disability, or Retirement – In the event of termination of employment for reasons other than death, permanent disability or retirement, the participant, at the discretion of the committee, may forfeit all unpaid incentive awards.

The Compensation Committee of the Board, and management, reserve the right to deny or modify an award to any participant. Such action may be due to, but not limited to, the failure of the participant to properly perform during the Plan year. Economic or other circumstances and considerations may dictate that incentive bonuses be reduced or eliminated in any given year. Accordingly, the Board of Directors may amend, alter or terminate the Plan at any time.

In the event a participant is on leave or becomes temporarily disabled for a consecutive period greater than two (2) weeks, any salary continuation as a result of the Corporation’s leave policy will not be included in the base salary used for the incentive bonus calculation.

Page 2 of 6

Section 4: Administration of the Plan

Throughout this Plan, reference to the actions and authority of the Compensation Committee of the Board of Directors ("the Committee") also presumes that the Committee will recommend, and the board of directors will approve or disapprove, final disposition of all matters pertaining to administration of the Plan. The Committee, with board approval, has the responsibility to interpret, administer, and amend the Plan as necessary. The recommendations of the Committee as approved by the board, affecting the construction, interpretation, and administration of the Plan shall be final and binding on all parties, including the Corporation, its subsidiaries and employees.

At or before the beginning of each Plan year, the Committee will review and may revise the operating rules. Performance targets the Incentive Bonus Plan Performance Matrix, and the Incentive Opportunity levels for corporate, individual and unit/functional awards for attaining those targets may be changed in order to emphasize specific goals and objectives of the Plan and to maintain a competitive incentive program. However, it is expected that the Plan will require modification only when significant changes in the organization, goals, personnel, or performance occur. The Chief Executive Officer shall be the Plan Administrator with the power to control and oversee proper administration of the Plan, and may recommend to the Committee proposed changes to the operating rules. Additionally, the Committee may engage a third party expert to review and amend the plan.

An individual or individuals designated by the Chief Executive Officer will perform the computation of incentive awards. Maintenance of participant payment records shall be the responsibility of the Chief Human Resource Officer.

Finally, the committee, with board approval, may exclude extraordinary occurrences, which could affect the performance awards, either positively or negatively, but are by their nature outside the significant influence of Plan participants. The characteristics of such extraordinary occurrences are generally that they involve the senior management and the board of directors in:

●	The original decision to take some action.

●	Mission-driven strategic Initiatives that sacrifice short-term income for long-term gain.

●	Issues most related to a restructuring of assets, or unusual expense or income realization.

Extraordinary occurrences may be excluded when calculating performance results to ensure that the best interests of the shareholders are protected and are not brought into conflict with the intent of the Plan. When and if extraordinary occurrences are excluded from the calculation of corporate performance measures, they may also be excluded in calculating the bonus.

Section 5: Plan Participants

Executive management shall select and recommend for participation in the Plan employees in those job positions that are responsible for directing, implementing and performing functions that have a significant influence on the profitability and operational performance of the bank (key employees). Those job positions

Page 3 of 6

which are selected for participation in the Plan will be in positions that normally include an incentive bonus component in the compensation package offered by similar financial institutions.

At or before the beginning of each Plan year, the Committee shall review the recommendations of management on the selection of those positions eligible for participation in the Plan for that year. Management shall recommend the Incentive Bonus Plan Performance Matrix for the year. Additionally, management shall recommend a threshold, target and maximum Incentive Opportunity percentage of base salary for each position. Participants shall be notified of their eligibility as soon as selection is completed and the board of directors has adopted the Plan. The Committee shall review and recommend the inclusion of participants to the full board for their approval.

Positions and thus participants may be added during the Plan year at the discretion of management and the Committee, and the incentive award will be prorated from date of entry into the Plan.

Section 6: Payment of Individual Incentive Compensation Awards

Within 60 days following the end of the Plan year and as soon as the participant’s performance has been evaluated and the financial and operating results are known, participants will receive their incentive payment as determined by the Incentive Bonus Plan Performance Matrix.

Section 7: Incentive Compensation Plan Operating Rules

At or before the beginning of each Plan year,, the Committee may review and revise, if deemed appropriate, Part II: Operating Rules of the Plan. The operating rules shall include the following:

a)	Identification of positions selected for participation in the Plan

b)	The method for determining the amount of the total bonus to be paid to Plan participants, including the Incentive Bonus Plan Performance Matrix.

Schedules and formulas for determining the amount of the incentive compensation awards to Plan participants for the Plan year, including threshold, target and maximum performance measures and the percentage of bonus award determined by corporate, functional/unit and individual performances. Participants will be informed at or before the Plan year of the manner in which performance will be evaluated.

d)	Other administrative and procedural rules, which the committee considers appropriate.

After approval by the Committee and the board of directors, management shall, as soon as practical, inform each of the participants of the operating rules for the Plan year.

Page 4 of 6

Section 8: Performance Progress Reporting

Semi-annually the Plan Administrator will be responsible for communicating attainment of corporate goals during the course of the Plan year. Participants and their direct manager will meet periodically to review their performance relative to the established unit/functional and individual goals.

Section 9: Amendment or Termination of Plan

The committee, with concurrence of the board of directors, may terminate, amend, or modify this Plan at any time. The termination, amendment, or modification of the Plan may affect a participant's right to unpaid incentive compensation awards under this Plan.

Section 10: Other Considerations

Recoupment-Amounts allocated or paid pursuant to this Plan shall be subject to recovery by the Corporation under any claw back, recovery, recoupment or similar policy hereafter adopted by the Corporation, whether in connection with Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, as amended from time to time, or otherwise, whether or not required by law.

Active Employment Contingency - Except in the case of a retirement, if a participant voluntarily terminates his or her employment with the Corporation or Bank prior to the date of bonus payout, the bonus will be forfeited.

Right of Assignment - No right or interest of any participant in the Plan shall be assignable or transferable, or subject to any lien, directly, by operation of law, or otherwise, including levy, garnishment, attachment, pledge, or bankruptcy.

Right of Employment - The participation in or the receipt of an award under this Plan shall not guarantee any employee any right to continued employment; the right to dismiss any employee is specifically reserved to the organization. The receipt of an award for any one year shall not guarantee an employee the right to receive an award for any subsequent year.

Change of Position – If a participant transfers to another position in the organization that is not included in the Incentive Compensation Plan, they will cease being a Plan participant. At the time of the position change a determination will be made as to whether the participant will be eligible for a bonus for the period during which they were a participant.

Withholding for Taxes - The organization shall have the right to deduct from all payments under this Plan any federal, state or local taxes which in the opinion of the Committee are required by law to be withheld with respect to such payments.

Salary - Salary is defined as base earnings for the year, which includes any increase in weekly rate of pay but not including any weekend shift premiums, overtime, referrals, commissions, fringe benefits or bonus payments.

Board Prerogatives – It will be the right of the Board of Directors to amend, alter and/or terminate the plan in its sole discretion at any time.

Page 5 of 6

Part II: Operating Rules

Section 1: General

The following Incentive Compensation Plan Operating Rules will be in effect for the 2026 plan year and until revised. These operating rules are subject to change by the Committee, with the approval of the board of directors. It is anticipated that the rules for 2026 will be revised only if significant changes occur in organization, operations, industry compensation practices, or other pertinent factors.

Section 2: Corporate Performance Component - Incentive Bonus Plan Performance Matrix for 2026

The corporate performance component of the Incentive Bonus will be calculated based on comparison of C&N’s Pre-tax, Pre-Provision Net Revenue Minus Net Charge-offs (PPNR – NCOs) to budget. This comparison will be made based on actual results for the year ending December 31, 2026 to budgeted results for the same period.

For the purpose of determining PPNR-NCOs, actual and budgeted net income will be adjusted to exclude the income tax provision and the provision for credit losses, interest income on tax-exempt loans and securities will be adjusted to a fully taxable-equivalent basis, and net charge-offs or recoveries of loans receivable and off-balance sheet exposures will be included in measuring the Corporation’s results. Also, for the purpose of determining PPNR-NCOs, nonrecurring items, as determined by the Committee (to include nonrecurring acquisition expenses and securities gains and losses) will be excluded from the Corporation’s results.

The Committee reserves the right to make adjustments to factors deemed appropriate by the Committee.

The chart below will determine the Incentive Opportunity percentage of base salary from which the corporate performance component of a participant’s bonus would be paid:

PPNR - Net	Corporate
COs %	Award as	PPNR - Net
Variance	% of	Cos
from Budget	Target	$
-10%	33%	$53,518
-8%	46.4%	$54,707
-6%	59.8%	$55,896
-4%	73.2%	$57,085
-2%	86.6%	$58,275
0	100%	$59,464
2%	110%	$60,653
4%	120%	$61,843
6%	130%	$63,032
8%	140%	$64,221
10%	150%	$65,410

Page 6 of 6

EXHIBIT 10.6

2026 Annual Performance Incentive Award Plan — Mortgage Lenders

Section l: Purpose of the Plan

The purpose of the Performance Incentive Award Plan ("the Plan") is to provide variable compensation to Citizens & Northern employees who are actively engaged in interviewing residential real estate applicants, processing the applications and closing the loans. The Plan is designed to reward mortgage lending employees who attain and sustain consistently high levels of performance by meeting and exceeding defined goals and to provide a component of the compensation package essential to retaining and attracting quality employees in mortgage lending positions. Incentive awards are not directly tied to Company/mortgage business profits nor the terms of the closed-end mortgage transaction or a proxy for a transaction term. The expense of the plan is incorporated into the Company's operating budget. The objective is to align the interests of these employees with the interests of the Company in obtaining superior performance results while being in compliance with the SAFE Act and 12 CFR Part 1026.36 (Regulation Z).

Section 2: General Description

There are two components of the Plan: (l) unit/functional performance; and (2) individual performance. The individual performance component will be subject to an evaluation of the participants' overall contributions to the "team". To earn the individual component, the participant must attain at least the threshold performance level. The unit/functional component is based on the attainment of pre-established goals by the applicable branch or mortgage lending business unit. To receive the unit/functional bonus payout, the participant must achieve at least the threshold level.

In addition to goals based on production, the Plan requires management to consider non-financial goals designed to improve operational and risk management effectiveness, as appropriate for each participant's position. The Plan permits future inclusion of additional positions during a Plan year, if the need arises.

The incentive formulas ensure a level of incentive award that is competitive with comparable positions and job levels in similar financial institutions, thus enabling Citizens & Northern to attract, retain, and motivate high-performing mortgage lending employees.

The Plan has been developed to recognize that the amount of incentive bonus award attainable by key mortgage lending employees may vary depending upon the employee's position with the company and the competitive levels of incentive bonus for those positions within the banking and financial service industry. Thus threshold, target and maximum Incentive Opportunities are established for each position.

Section 3: Other Payment Conditions

Termination for Reasons Other Than Death, Permanent Disability or Retirement — In the event of termination of employment for reasons other than death, permanent disability or retirement, the participant, at the discretion of the committee, may forfeit all unpaid incentive awards.

In the event a participant is on leave or becomes temporarily disabled for a consecutive period greater than two (2) weeks, any salary continuation as a result of the Corporation's leave policy will not be included in the base salary used for the incentive bonus calculation.

Section 4: Administration of the Plan

Throughout this Plan, reference to the actions and authority of the Compensation Committee of the Board of Directors ("the Committee") presumes that the Committee will recommend, and the board of directors will approve or disapprove, final disposition of all matters pertaining to administration of the Plan. The Committee, with board approval, has the responsibility to interpret, administer, and amend the Plan as necessary. The recommendations of the Committee as approved by the board, affecting the construction, interpretation, and administration of the Plan shall be final and binding on all parties, including the Corporation, its subsidiaries and employees.

At or before the beginning of each Plan year, the Committee will review and may revise the operating rules. The Incentive Opportunity levels for individual and unit/functional awards for attaining those targets may be changed in order to maintain a competitive incentive program. However, it is expected that the Plan will require modification only when significant changes in the organization, goals, personnel, or performance occur. The Chief Executive Officer shall be the Plan Administrator with the power to control and oversee proper administration of the Plan, and may recommend to the Committee proposed changes to the operating rules. Additionally, the Committee may engage a third party expert to review and amend the plan.

Section 5: Plan Participants

Executive management shall select and recommend for participation in the Plan employees in those job positions that are responsible for mortgage lending functions. Those job positions which are selected for Page 2 of 4

Section 9: Amendment or Termination of Plan

The Committee, with concurrence of the board of directors, may terminate, amend, or modify this Plan at any time. The termination, amendment, or modification of the Plan will not affect a participant's right to unpaid incentive compensation awards under this Plan.

Section 10: Other Considerations

Recoupment- Amounts allocated or paid pursuant to this Plan shall be subject to recovery by the Corporation under any claw back, recovery, recoupment or similar policy hereafter adopted by the Corporation, whether in connection with Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, as amended from time to time, or otherwise, whether or not required by law.

Active Employment Contingency- Except in the case of a retirement, if a participant voluntarily is not actively employed by the Corporation prior to the date of bonus payout, the bonus will be forfeited.

Right of Assignment - No right or interest of any participant in the Plan shall be assignable or transferable, or subject to any lien, directly, by operation of law, or otherwise, including levy, garnishment, attachment, pledge, or bankruptcy.

Right of Employment - The participation in or the receipt of an award under this Plan shall not guarantee any employee any right to continued employment; the right to dismiss any employee is specifically reserved to the organization. The receipt of an award for any one year shall not guarantee an employee the right to receive an award for any subsequent year.

Change of Position — If a participant transfers to another position in the organization that is not included in the Incentive Compensation Plan, they will cease being a Plan participant. At the time of the position change a determination will be made as to whether the participant will be eligible for a bonus for the period during which they were a participant.

Withholding for Taxes - The organization shall have the right to deduct from all payments under this Plan any federal, state or local taxes required by law to be withheld with respect to such payments.

Salary - Salary is defined as base earnings for the year, which includes any increase in weekly rate of pay but not including any weekend shift premiums, overtime, referrals , commissions, fringe benefits or bonus payments.

Board Prerogatives — It will be the right of the Board of Directors to amend, alter and/or terminate the plan in its sole discretion at any time. Any Incentive Bonus earned by the Participant at the time of amendment, alteration and/or termination shall remain due and payable as stated. Page 4 of 4

Exhibit 10.9

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of April 23, 2025 by and among CITIZENS & NORTHERN CORPORATION, a Pennsylvania business corporation (the "Corporation"), CITIZENS & NORTHERN BANK (the "Bank"), a Pennsylvania chartered bank, and David S. Runk, an adult individual ("Employee").

WITNESSETH:

WHEREAS, the Bank is a wholly-owned subsidiary of the Corporation; and

WHEREAS, Employee currently is employed by Susquehanna Community Financial, Inc. and Susquehanna Community Bank as Chief Executive Officer pursuant to an employment agreement dated as of July 29, 2011 (the "Susquehanna Employment Agreement"); and

WHEREAS, simultaneously with the execution of this Agreement, the Corporation and the Bank have entered into an Agreement and Plan of Merger (the "Merger Agreement") pursuant to which (i) Susquehanna Community Financial, Inc is to be merged with and into the Corporation and (ii) Susquehanna Community Bank is to be merged with and into the Bank (collectively, the "Merger"); and

WHEREAS, the Corporation and the Bank each desire to employ Employee, and Employee desires to accept such employment, effective as of, and contingent upon, the closing of the Merger (the “Effective Date”) all upon the terms and conditions set forth herein.

AGREEMENT

NOW, THEREFORE, the parties hereto, in consideration of the mutual covenants and agreements set forth herein and intending to be legally bound, agree as follows:

Employment. Effective as of, and contingent upon, the Effective Date, the Corporation and the Bank each hereby employ Employee and Employee hereby accepts employment with Corporation and the Bank, on the terms and conditions set forth in this Agreement. In the event the Merger Agreement is terminated prior to the Effective Date occurring, this Employment Agreement shall be null and void and of no force or effect.

Duties of Employee. Employee shall serve as an Executive Vice President and Strategic Adviser of the Corporation and the Bank, report to the Bank's Chief Executive Officer in support of the Corporation's mission, vision, strategic goals and operating plans, and shall have such other powers and duties as may from time to time be prescribed by the Corporation and the Bank in their reasonable discretion. Employee shall devote Employee’s full business time, attention and energies to the business of the Corporation and the Bank during the Employment Period (as defined in Section 3 of this Agreement); provided, however, that this Section 2 shall not be construed as preventing Employee from (a) engaging in activities incident or necessary to personal investments, (b) engaging in activities involving charitable, educational, religious or similar organizations or serving as a member of the board of directors of any non-profit association or corporation, or (c)

being involved in any other activity with the prior approval of the Corporation or the Bank, which approval shall not be unreasonably withheld, conditioned or delayed. During the Employment Period, the Employee shall not engage in any business or commercial activities, duties or pursuits which compete with the business or commercial activities of the Corporation or the Bank, nor may the Employee serve as a director or officer or in any other capacity in a company which competes with the Corporation or the Bank.

Term of Agreement.

Employment Period. This Agreement shall be for the period (the “Employment Period”) beginning on the Effective Date and, if not previously terminated pursuant to the terms of this Agreement, ending at the close of business on January 31, 2029 (the “Termination Date”).

Termination for Cause. Notwithstanding the provisions of Section 3.1 of this Agreement, this Agreement may be terminated by the Corporation or the Bank for Cause (as defined herein) upon written notice from the Corporation or the Bank to Employee. As used in this Agreement, "Cause" shall mean any of the following:

Employee's conviction of or plea of guilty or nolo contendere to a felony, a crime of falsehood or a crime involving moral turpitude, or the actual incarceration of Employee for a period of thirty (30) consecutive days or more;

Employee's willful continuing failure to follow the lawful instructions of the Corporation or the Bank (which instructions must be consistent with the terms of this Agreement), after no less than 30 days from the Employee's receipt of written notice, other than a failure resulting from Employee's incapacity because of physical or mental illness;

A government regulatory agency recommends or orders in writing that the Chief Executive Officer of the Corporation or the Bank terminate the employment of the Employee with the Corporation or the Bank or relieve him of his duties as such relate to the Corporation or the Bank;

Employee's intentional and willful violation of any of the provisions of this Agreement;

Conduct on the part of the Employee bringing public discredit to the Bank;

Employee's breach of fiduciary duty involving personal profit; or

Employee's material violation of Bank policies and procedures which is not cured within 30 days after the Bank gives Employee written notice of such violation.

If this Agreement is terminated for Cause, all of Employee's rights under this Agreement shall cease as of the effective date of such termination, except that (i) the Bank shall pay to Employee the unpaid portion, if any, of his Annual Base Salary (as defined herein) through the date of termination, plus the value of accrued but unused vacation as of such date; and (ii) the Bank

shall provide to Employee such post-employment benefits, if any, as may be provided for under the terms of the employee benefit plans of the Bank then in effect.

Termination for Good Reason. Notwithstanding the provisions of Section 3.1 of this Agreement, this Agreement shall terminate automatically upon Employee's termination of employment for Good Reason. The term "Good Reason" shall mean (i) a material reduction in salary or benefits (ii) a reassignment which assigns full-time employment duties to Employee at a location more than thirty-five (35) miles from Susquehanna Community Bank’s corporate headquarters in West Milton, Pennsylvania on the date of this Agreement (the “West Milton Location”), (iii) a reduction in any material respect and without Employee’s consent of the authority, duties and responsibilities of Employee, (iv) the receipt of a written notice of non-renewal from the Company to Employee pursuant to Section 3.1 of this Agreement or (v) any other material breach or default by the Corporation or the Bank under any term or provision of this Agreement which is not cured within thirty (30) days after Employee gives the Corporation or the Bank, as applicable, written notice of such breach.

If such termination occurs for Good Reason, then Bank shall pay Employee all such benefits as are set forth in Section 7 of this Agreement.

Death. Notwithstanding the provisions of Section 3.1 of this Agreement, this Agreement shall terminate automatically upon Employee's death and Employee's rights under this Agreement shall cease as of the date of such termination, except that (i) the Bank shall pay to Employee's spouse, personal representative, or estate (the “Beneficiary”) the unpaid portion, if any, of his Annual Base Salary prorated through date of death and the balance of the payments (if any) owing pursuant to Section 17(b) below, and (ii) the Bank shall provide to Employee's dependents any benefits due under the Bank's employee benefit plans, including the value of accrued but unused vacation as of such date.

Disability. If Employee becomes disabled because of sickness, physical or mental disability, the Corporation and the Bank shall have the option to terminate this Agreement by giving thirty (30) days written notice of termination to Employee; provided, however that Employee shall continue to be eligible for benefits under the Bank's long term disability insurance plan. Employee shall be deemed to have become "disabled" at such time as he qualifies (after expiration of any applicable waiting period) to receive benefits for partial or total disability under the Bank's employee long term disability insurance plan. If Employee's employment shall be terminated by reason of his disability, the Bank shall pay Employee his then current Annual Base Salary prorated through the date of termination, together with the amount of any unreimbursed business expenses as of the date of termination, plus the value of accrued but unused vacation as of such date and, except as otherwise provided in this Section 3.5 or Section 4.7, the parties shall have no further obligation to the each other under this Agreement.

Employment Period Compensation, Benefits and Expenses.

Annual Base Salary. For services performed by Employee under this Agreement, Bank shall pay Employee an annual base salary during the Employment Period at the rate of Two hundred, seventy-thousand dollars ($270,000) per year, minus applicable withholdings and deductions, payable at the same times as salaries are payable to other employees of the Bank

("Annual Base Salary"). The Annual Base Salary shall be reviewed annually by the Corporation and the Bank and may be increased from time to time but shall not be decreased in any event. Employee's Annual Base Salary, and any and all such increases, shall be deemed to constitute amendments to this Section 4.1 to reflect the increased amounts, effective as of the date established for such increases by the Corporation and the Bank, as the new Annual Base Salary. In reviewing adjustments to Annual Base Salary, the Corporation and the Bank shall consider relevant market data regarding the performance of the Employee.

Bonus. The Corporation and the Bank may provide for the payment of an annual bonus to the Employee as it deems appropriate to provide incentive to the Employee and to reward the Employee for Employee’s performance. Such bonus may, but need not be, determined in accordance with any approved incentive bonus programs. The payment of any such bonuses will not reduce or otherwise affect any other obligation of the Corporation or the Bank to the Employee provided for in this Agreement.

Vacations, Holiday, etc. During the term of this Agreement, Employee shall be entitled to be paid annual vacation in accordance with the policies as established from time to time by the Board of Directors of the Bank, but in no event less than five (5) weeks during each calendar year. However, Employee shall not be entitled to receive any additional compensation from Bank for failure to take a vacation, nor shall Employee be able to accumulate unused vacation time from one year to the next. The Employee shall also be entitled to all paid holidays, sick days and personal days provided by the Bank to its regular full-time employees.

Employee Benefit Plans. During the term of this Agreement, the Employee shall be eligible to participate in or receive benefits under all Bank employee benefit plans including, but not limited to, any pension plan, profit-sharing plan, savings plan, life insurance plan, medical/health insurance plan, disability insurance plan and other health and welfare benefits as made available by the Bank to its full time employees generally, subject to and on a basis consistent with the terms, conditions and overall administration of such plans and arrangements, and provided, further that such participation does not violate any state or federal law, rule or regulation. Employee shall immediately vest in the Bank’s 401(k) plan.

Business Expenses. During the term of this Agreement, Employee shall be entitled to receive prompt reimbursement for all reasonable expenses incurred by Employee, which are properly accounted for, in accordance with the policies and procedures established by the Corporation or the Bank for their employees.

Car Allowance. During the term of this Agreement, Executive shall be entitled to a monthly car allowance in the amount of seven hundred fifty dollars ($750), payable in accordance with the Bank’s regular payroll practices.

Location of Employment. Employee shall be based full-time at the West Milton Location. The Employee will be required to travel to the Corporation’s headquarters located in Wellsboro, Pennsylvania no more than six (6) days per month.

Incentive Compensation. During the Employment Period, Employee shall be entitled to annual incentive compensation pursuant to the terms of, the Corporation’s Annual Performance

Incentive Award Plan and the Corporation's 2023 Equity Incentive Plan, and any amount awarded to Employee under such plans shall be paid to Employee in accordance with the provisions of such plans.

Supplemental Executive Retirement Plan. On the Effective Date, the Bank will assume the obligations of Susquehanna Community Bank in relation to the Supplemental Executive Retirement Plan established under that certain agreement dated January 1, 2013, by and between West Milton State Bank (now “Susquehanna Community Bank”) and Executive as amended by instrument dated July 12, 2016.

Termination of Employment Pursuant to a Change in Control - Definitions.

Any of the following events occurring during the period commencing with the date of a "Change in Control" (as defined in Section 5.2 of this Agreement) and ending on the second anniversary of the date of the Change in Control, shall constitute a "Termination Pursuant to a Change in Control" for purposes of this Agreement:

Employee's employment is terminated by the Corporation or Bank or any acquirer or successor thereof without Cause; or

Employee terminates Employee's employment for Good Reason.

As used in this Agreement, "Change in Control" shall mean the occurrence immediately of any of the following:

the consummation of (I) a merger, consolidation, division or other fundamental transaction involving the Corporation or the Bank, (II) a sale, exchange, transfer or other disposition of substantially all of the assets of the Corporation or the Bank to any entity which is not a direct or indirect subsidiary of the Corporation, or (III) a purchase by the Corporation or the Bank of substantially all of the assets of another entity; unless (Y) such merger, consolidation, division, sale, exchange, transfer, purchase, disposition or other transaction is approved in advance by eighty percent (80%) or more of the members of the Board of Directors of the Corporation who are not interested in the transaction and (Z) a majority of the members of the Board of Directors of the legal entity resulting from or existing after any such transaction and a majority of the Board of Directors of such entity's parent corporation, if any, are former members of the Board of Directors of the Corporation; or

any "person" (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 (the "Exchange Act")), other than the Corporation, a direct or indirect subsidiary of the Corporation, or a person who is the beneficial owner of more than twenty-five percent (25%) of the Corporation's outstanding securities on the date of this Agreement becomes the "beneficial owner" (as defined in Rule l3d-3 under the Exchange Act), directly or indirectly, of securities of the Corporation representing twenty-five percent (25%) or more of the combined voting power of Corporation's then outstanding securities; or

during any period of two (2) consecutive years during the term of Employee's employment under this Agreement, individuals who at the beginning of such period constitute the Board of Directors of the Corporation cease for any reason to constitute at least a majority thereof, unless the election of each director who was not a director at the beginning of such period has been approved in advance by directors representing at least two-thirds of the directors then in office who were directors at the beginning of the period; or

any other change in control of the Corporation or the Bank similar in effect to any of the foregoing.

Rights in the Event of a Termination Pursuant to a Change in Control.

Right to Compensation. In the event of a Termination Pursuant to a Change in Control, Employee shall be entitled to receive the compensation and benefits set forth below:

Employee shall be paid, within twenty (20) days following termination, a lump sum cash payment equal to two (2.0) times the sum of (1) the highest Annual Base Salary during the immediately preceding three calendar years and (2) the highest cash bonus and other cash incentive compensation earned by Employee with respect to one of the three calendar years immediately preceding the year of termination. The amount shall be subject to federal, state, and local tax withholdings.

Employee’s SERP benefit shall accelerate to the amount payable as if Employee’s termination occurred on January 31, 2029.

For a period of eighteen (18) months from the date of termination of employment, Employee shall be permitted to continue participation in and the Bank shall maintain the same level of contribution for Employee's participation in the Bank's life, disability, medical/health insurance and other health and welfare benefits in effect with respect to Employee during the one (1) year prior to his termination of employment, or, if Bank is not permitted by the insurance carriers to provide such benefits because Employee is no longer an employee, a dollar amount equal to the cost to Employee of obtaining such benefits (or substantially similar benefits).

Mitigation. Employee shall not be required to mitigate any payment or benefit provided for in this Section 6 by seeking other employment or otherwise, nor shall the amount of payment or the benefit provided for in this Section 6 be reduced by any compensation earned by Employee as the result of employment by another employer or by reason of Employee's receipt of or right to receive any retirement or other benefits after the date of termination of employment or otherwise.

Limitation on Payment and Benefits.

Anything in this Agreement to the contrary notwithstanding, in the event that a Change in Control occurs and it shall be determined that any payment or distribution by the Corporation or its affiliates to or for the benefit of the Employee, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise ("Total Payments") would otherwise exceed the amount (the "Safe Harbor Amount")

that may be received by the Employee without the imposition of an excise tax under section 4999 of the Internal Revenue Code of 1986, as amended (the "Code") and the Department of the Treasury (the "Department") Regulations relating thereto, then the Total Payments shall be reduced to the extent, and only to the extent, necessary to assure that their aggregate present value, as determined in accordance with the applicable provisions of section 280G of the Code, does not exceed the greater of the following dollar amounts (the "Benefit Limit"):

the Safe Harbor Amount, or

the greatest after-tax amount payable to the Employee after taking into account any excise tax imposed under section 4999 of the Code on the Total Payments.

All determinations to be made under this Section 6.3 shall be made by an independent public accounting firm chosen by the Corporation (the "Accounting Firm").

In the event the Internal Revenue Service notifies the Employee of an inquiry with respect to the applicability of section 280G of the Code or section 4999 of the Code to any payment by the Corporation or its affiliates, or assessment of tax under section 4999 of the Code with respect to any payment by the Corporation or its affiliates, the Employee shall provide notice to the Corporation of such inquiry or assessment within ten (10) days, and shall take no action with respect to such inquiry or assessment until the Corporation has responded thereto (provided such response is timely with respect to the inquiry or assessment). The Corporation shall have the right to appoint an attorney or accountant to represent the Employee with respect to such inquiry or assessment, and the Employee shall fully cooperate with such representative as a condition of the Agreement with respect to such inquiry or assessment.

All of the fees and expenses of the Accounting Firm in performing the determinations referred to in Section 6.3(b) or any attorney or accountant appointed to represent the Employee pursuant to Section 6.3(c) shall be borne solely by the Corporation.

To the extent a reduction to the Total Payments is required to be made in accordance with this Section 6.3, such reduction and/or cancellation of acceleration of equity awards shall occur in the order that provides the maximum economic benefit to the Employee. In the event that acceleration of equity awards is to be reduced, such acceleration of vesting also shall be canceled in the order that provides the maximum economic benefit to the Employee. Notwithstanding the foregoing, any reduction shall be made in a manner consistent with the requirements of section 409A of the Code and where two economically equivalent amounts are subject to reduction but payable at different times, such amounts shall be reduced on a pro rata basis, but not below zero.

Rights in Event of Termination of Employment Absent Change in Control.

If Employee's employment is involuntarily terminated by the Corporation or the Bank without Cause or is terminated by Employee for Good Reason pursuant to Section 3.3 (other than a Termination Pursuant to a Change in Control), then Bank shall

pay (or cause to be paid) to Employee, within twenty (20) days following termination, a lump sum cash payment equal to two (2) times the sum of (l) the highest Annual Base Salary during the immediately preceding three calendar years and (2) the highest cash bonus and other cash incentive compensation earned by Employee with respect to one of the three calendar years immediately preceding the year of termination (the “Severance Payment”). The Severance Payment shall be subject to federal, state and local tax withholdings. In addition, Employee’s SERP benefit shall accelerate to the amount payable as if Employee’s termination occurred on January 31, 2029. In addition, for a period of eighteen (18) months from the date of termination of employment, Employee shall be permitted to continue participation in, and the Bank shall maintain the same level of contribution for, Employee's participation in the Bank's life, disability, medical/health insurance and other health and welfare benefits in effect with respect to Employee during the one (1) year prior to his termination of employment, or, if Bank cannot provide such benefits because Employee is no longer an employee, a dollar amount equal to the cost to Employee of obtaining such benefits (or substantially similar benefits). In addition, if permitted pursuant to the terms of the plan, Employee shall receive additional retirement benefits to which he would have been entitled had his employment continued through the then remaining term of the Employment Period.

Employee shall not be required to mitigate the amount of any payment provided for in this Section 7 by seeking other employment or otherwise, nor shall the amount of payment or the benefit provided for in this Section 7 be reduced by any compensation earned by Employee as the result of employment by another employer or by reason of Employee's receipt of or right to receive any retirement or other benefits after the date of termination of employment or otherwise.

Non-Disparagement. Following the termination of the Employee's employment, the Employee shall not make any public statements which disparage the Corporation or Bank and the Corporation and the Bank shall not make any public statements that disparage the Executive. Notwithstanding the foregoing, nothing in this Section shall prohibit Employee from making truthful statements when required by order of a court or other governmental or regulatory body having jurisdiction.

Rules, Regulations and Policies. Employee shall abide by and comply in all material respects with all of the rules, regulations, and policies of the Corporation and the Bank, including without limitation the Bank’s policy of strict adherence to, and compliance with, any and all confidentiality obligations and requirements of the banking, securities, and antitrust laws and regulations.

Release. Notwithstanding any other provision of this Agreement, any severance or termination payments or benefits herein described are conditioned on the Employee's execution and delivery to the Corporation and Bank of an effective general release agreement in the form attached hereto as Exhibit A, as such form may be modified by the Corporation, in a manner consistent with the requirements of the Older Workers Benefit Protection Act and any applicable state law. Notwithstanding any provision of this Agreement to the contrary, in no event shall the timing of the Employee's execution of the release, directly or indirectly, result in the Employee designating the calendar year of payment, and if a payment that is subject to execution of the

release could be made in more than one taxable year, payment shall be made in the later taxable year.

Preemptive Considerations. Notwithstanding anything to the contrary set forth herein:

If the Employee is suspended and/or temporarily prohibited from participating in the conduct of the Corporation's or Bank's affairs by a notice served under Section 8(e)(3) or (g)(l) of the Federal Deposit Insurance Act (12) U.S.C. 1818(e)(3) and (g)(1) or any amendments or supplements thereto, the obligations of the Corporation and Bank under this Agreement shall be suspended as of the date of service unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Corporation and Bank may in its discretion (i) pay the Employee all or part of the compensation withheld while this Agreement's obligations were suspended, and (ii) reinstate (in whole or in part) any of its obligations which were suspended.

If the Employee is removed and/or permanently prohibited from participating in the conduct of the Corporation's or Bank's affairs by an order issued under Section 8(e)(4) or (g)(l) of the Federal Deposit Insurance Act (12) U.S.C. 1818(e)(4) or (g)(l ) or any amendments or supplements thereto, or equivalent provisions relating to a regulator with supervisory authority over the Corporation or Bank, all obligations of the Corporation or Bank under this Agreement shall terminate as of the effective date of the order, but vested rights of the parties shall not be affected.

If the Corporation or Bank is in default (as defined in Section 3(x)(1) of the Federal Deposit Insurance Act or equivalent provisions relating to a regulator with supervisory authority over the Corporation or Bank), all obligations under this Agreement shall terminate as of the date of default, but this Section 12(c) shall not affect any vested rights of the parties.

Indemnification; Liability Insurance. The Corporation and the Bank shall indemnify the Employee, to the fullest extent permitted by Pennsylvania law, with respect to any threatened, pending or contemplated action, suit or proceeding brought against him by reason of the fact that he is or was a director, officer, employee or agent of the Corporation and the Bank or is or was serving at the written request of the Corporation as a director, officer, employee or agent of another person or entity. The Employee's right to indemnification provided herein is not exclusive of any other rights to which Employee may be entitled under any bylaw, agreement, vote of shareholders or otherwise, and shall continue beyond the term of this Agreement. The Corporation shall use commercially reasonable efforts to obtain insurance coverage for the Employee under an insurance policy covering officers and directors of the Corporation and its subsidiaries and affiliates against lawsuits, arbitrations or other legal or regulatory proceedings; however, nothing herein shall be construed to require Corporation to obtain such insurance if the Corporation determines that such coverage cannot be obtained at a reasonable price.

Notices. Except as otherwise provided in this Agreement, any notice required or permitted to be given under this Agreement shall be deemed properly given if in writing and if mailed by registered or certified mail, postage prepaid with return receipt requested, to Employee's address, in the case of notices to Employee, and to the principal executive office of the Corporation, in the

case of notice to the Corporation or the Bank.

Waiver. No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by Employee and an executive officer specifically designated by the Board of Directors of the Corporation. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.

Assignment. This Agreement shall not be assignable by any party, except by Bank and the Corporation to any successor in interest to its business.

Entire Agreement. Upon the Effective Date, this Agreement shall contain the entire agreement of the parties relating to the subject matter of this Agreement and shall supersede and replace the Susquehanna Employment Agreement and any prior written or oral agreements between them respecting the within subject matter.

Successors; Binding Agreement.

The Corporation and the Bank will require any successor (whether direct or indirect, by purchase, merger, consolidation, or otherwise) to all or substantially all of the business and/or assets of the Corporation and/or the Bank to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Corporation and the Bank would be required to perform it if no such succession had taken place. As used in this Agreement, "Corporation" and "Bank" shall mean the Corporation and the Bank, as defined previously and any successor to its respective business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law or otherwise.

This Agreement shall inure to the benefit of and be enforceable by Employee's personal or legal representatives, Beneficiary, executors, administrators, heirs, distributees, devisees or legatees.

Arbitration. The Corporation, the Bank and Employee recognize that in the event a dispute should arise between them concerning the interpretation or implementation of this Agreement, lengthy and expensive litigation will not afford a practical resolution of the issues within a reasonable period of time. Consequently, with the exception of the non-disparagement and non-disclosure provisions in Sections 9 and 10, which the Corporation and/or the Bank may seek to enforce in any court of competent jurisdiction, each party agrees that all disputes, disagreements and questions of interpretation concerning this Agreement are to be submitted to resolution, in Harrisburg, Pennsylvania, to the American Arbitration Association (the "Association") in accordance with the Association's National Rules for the Resolution of Employment Disputes or other applicable rules then in effect ("Rules"). The Corporation, the Bank or Employee may initiate an arbitration proceeding at any time by giving notice to the other in accordance with the Rules. The Corporation, the Bank and Employee may, as a matter of right, mutually agree on the appointment of a particular arbitrator from the Association's pool. The arbitrator shall not be bound

by the rules of evidence and procedure of the courts of the Commonwealth of Pennsylvania but shall be bound by the substantive law applicable to this Agreement. The decision of the arbitrator, absent fraud, duress, incompetence or gross and obvious error of act, shall be final and binding upon the parties and shall be enforceable in courts of proper jurisdiction. Following written notice of a request for arbitration, the Corporation, Bank and Employee shall be entitled to an injunction restraining all further proceedings in any pending or subsequently filed litigation concerning this Agreement, except as otherwise provided herein.

Legal Expenses. Bank will pay to the Employee all reasonable legal fees and expenses when incurred by the Employee in seeking to obtain or enforce any right or benefit provided by this Agreement, provided he brings the action in good faith and is successful on the merits.

Validity. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.

Applicable Law. This Agreement shall be governed by and construed in accordance with the domestic, internal laws of the Commonwealth of Pennsylvania, without regard to its conflicts of laws principles.

Headings. The section headings of this Agreement are for convenience only and shall not control or affect the meaning or construction or limit the scope or intent of any of the provisions of this Agreement.

409A Safe Harbor.

General. It is intended that this Agreement shall comply with the provisions of section 409A of the Code and the Department of the Treasury (the "Department") Regulations relating thereto, or an exemption to section 409A of the Code. Any payments that qualify for the "short-term deferral" exception or another exception under section 409A of the Code shall be paid under the applicable exception. For purposes of the limitations on nonqualified deferred compensation under section 409A of the Code, each payment of compensation under this Agreement shall be treated as a separate payment of compensation for purposes of applying the section 409A of the Code deferral election rules and the exclusion under section 409A of the Code for certain short-term deferral amounts. All payments to be made upon a termination of employment under this Agreement may only be made upon a "separation from service" under section 409A of the Code. In no event may the Employee, directly or indirectly, designate the calendar year of any payment under this Agreement. Within the time period permitted by the applicable Department Regulations (or such later time as may be permitted under section 409A or any Internal Revenue Service or Department rules or other guidance issued thereunder), the Corporation may, in consultation with the Employee, modify the Agreement in order to cause the provisions of the Agreement to comply with the requirements of section 409A of the Code, so as to avoid the imposition of taxes and penalties on the Employee pursuant to section 409A of the Code.

In-Kind Benefits and Reimbursements. Notwithstanding anything to the contrary in this Agreement, all reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of section 409A of the Code including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the Employee's lifetime (or during a shorter period of time specified in this Agreement); (ii) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year; (iii) the reimbursement of an eligible expense will be made no later than the last day of the calendar year following the year in which the expense is incurred; and (iv) the right to reimbursement of in-kind benefits is not subject to liquidation or exchange for another benefit.

Delay of Payments. Notwithstanding any other provision of this Agreement to the contrary, if the Employee is considered a "specified employee" for purposes of section 409A of the Code (as determined in accordance with the methodology established by the Corporation and the Bank as in effect on the date of termination), (i) any payment that constitutes nonqualified deferred compensation within the meaning of section 409A of the Code that is otherwise due to the Employee under this Agreement during the six-month period following his separation from service (as determined in accordance with section 409A of the Code) shall be accumulated and paid to Employee on the first business day of the seventh month following his separation from service (the "Delayed Payment Date") and (ii) in the event any equity compensation awards held by the Employee that vest upon termination of the Employee's employment constitute nonqualified deferred compensation within the meaning of section 409A of the Code, the delivery of shares of common stock (or cash) as applicable in settlement of such award shall be made on the earliest permissible payment date (including the Delayed Payment Date) or event under section 409A on which the shares (or cash) would otherwise be delivered or paid. The Employee shall be entitled to interest on any delayed cash payments from the date of termination to the Delayed Payment Date at a rate equal to the applicable federal short-term rate in effect under Code section 1274(d) for the month in which the Employee's separation from service occurs. If the Employee dies during the postponement period, the amounts and entitlements delayed on account of section 409A of the Code shall be paid to the person designated by the Employee in writing for this purpose, or in the absence of any such designation, to (i) his spouse if she survives him, or (ii) to his estate if his spouse does not survive him, on the first to occur of the Delayed Payment Date or 30 days after the date of the Employee's death. The foregoing shall apply only to those payments required hereunder, if any, that do not qualify as short term deferrals or an exempt pay arrangement under section 409A.

Recoupment Policy. The Employee agrees that the Employee will be subject to any compensation clawback or recoupment policies that may be applicable to Employee as an employee of the Corporation or Bank, as in effect from time to time and as approved by the Board of Directors or a duly authorized committee thereof, whether or not approved before or after the effective time of this Agreement.

Survival. Notwithstanding anything contained herein to the contrary, Employee's obligations under Sections 8, 9, 10, and 25 shall continue despite the expiration of the term of this Agreement or its termination.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties have executed this Agreement as of date first above written.

ATTEST:	CITIZENS & NORTHERN CORPORATION

/s/ Elizabeth Pivirotto/s/ J. Bradley Scovill

By:

ATTEST:CITIZENS & NORTHERN BANK

/s/ Elizabeth Pivirotto/s/ J. Bradley Scovill

By:

WITNESS:EMPLOYEE

/s/ Karla S. Landis/s/ David S. Runk

Name: David S. Runk

EXHIBIT A

Separation Agreement and General Release

THIS SEPARATION AGREEMENT AND GENERAL RELEASE (this "Agreement'') is made by and between David S. Runk (the "Employee"), Citizens & Northern Corporation, a corporation organized and existing under the laws of the Commonwealth of Pennsylvania (the "Corporation'') and Citizens & Northern Bank, a Pennsylvania chartered bank (the "Bank").

WHEREAS, the Employee, the Corporation and the Bank entered into an Employment Agreement dated April 23, 2025 (the "Employment Agreement") that sets forth the terms and conditions of the Employee's employment with the Corporation and the Bank, including the circumstances under which the Employee is eligible to receive severance pay.

NOW, THEREFORE, the Employee, the Corporation and the Bank each intending to be legally held bound, hereby agree as follows:

Consideration. In consideration for a release of claims and other promises and covenants set forth herein, the Corporation and the Bank agree to pay the Employee such consideration as is specified in Sections 6 and 7 of the Employment Agreement in accordance with the terms and conditions of the Employment Agreement.

Employee's Release. The Employee on the Employee's own behalf and together with the Employee's heirs, assigns, executors, agents and representatives hereby generally releases and discharges the Corporation and the Bank and their respective subsidiaries, affiliates and the respective predecessors, successors (by merger or otherwise) and assigns of any of the foregoing, together with each and every present, past and future officers, managers, directors, shareholders, members, general partners, limited partners, employees and agents of any of the foregoing, and the heirs and executors of any of the foregoing (herein collectively referred to as the "Releasees") from any and all suits, causes of action, complaints, obligations, demands, common law or statutory claims of any kind, whether in law or in equity, direct or indirect, known or unknown (hereinafter "Claims"), which the Employee ever had or now has against the Releasees, or any one of them occurring up to and including the date of this Agreement. Notwithstanding anything herein to the contrary, the Employee's release is not and shall not be construed as a release of any future claim by the Employee against the Corporation or the Bank, nor shall it be a release of (i) any claims to enforce this Agreement or applicable sections of the Employment Agreement; (ii) any claims relating to vested rights in retirement, benefits or equity plans; (iii) any claims for indemnity in connection any claim or threatened claim against Employee arising from his employment; (iv) any claim for unemployment compensation or workers compensation or any other claim that cannot lawfully be released by private agreement.

This release specifically includes, but is not limited to:

any and all Claims for wages and benefits including, without limitation, salary, stock options, stock, royalties, license fees, health and welfare benefits, severance pay, vacation pay, and bonuses;

any and all Claims for wrongful discharge, breach of contract, whether express or implied, and Claims for breach of implied covenants of good faith and fair dealing;

any and all Claims for alleged employment discrimination on the basis of race, color, religion, sex, age, national origin, veteran status, disability and/or handicap, in violation of any federal, state or local statute, ordinance, judicial precedent or Employee order, including but not limited to claims for discrimination under the following statutes: Title VII of the Civil Rights Act of 1964, 42 U.S.C. §2000e et seq.; the Civil Rights Act of 1866, 42 U.S.C. §1981; the Civil Rights Act of 1991; the Age Discrimination in Employment Act, as amended, 29 U.S.C. §621 et seq.; the Older Workers Benefit Protection Act 29 U.S.C. §§623, 626 and 630; the Rehabilitation Act of 1972, as amended, 29 U.S.C. §701 et seq.; the Americans with Disabilities Act, 42 U.S.C.§12101 et seq.; the Family and Medical Leave Act of 1993, 29 U.S.C. §2601, et seq.; the Fair Labor Standards Act, as amended, 29 U.S.C. §201, et seq.; the Fair Credit Reporting Act, as amended, 15 U.S.C. §1681, et seq.; and the Employee Retirement Income Security Act of 1974, as amended, 29 U.S.C. §1000, et seq. ("ERISA") or any comparable state statute or local ordinance;

any and all Claims under any federal or state statute relating to employee benefits or pensions;

any and all Claims in tort, including but not limited to, any Claims for assault, battery, misrepresentation, defamation, interference with contract or prospective economic advantage, intentional or negligent infliction of emotional distress, duress, loss of consortium, invasion of privacy and negligence; and

any and all Claims for attorneys' fees and costs.

Acknowledgment. The Employee understands that the release of Claims contained in this Agreement extends to all of the aforementioned Claims and potential Claims which arose on or before the date of this Agreement, whether now known or unknown, suspected or unsuspected, and that this constitutes an essential term of this Agreement. The Employee further understands and acknowledges the significance and consequences of this Agreement and of each specific release and waiver, and expressly consents that this Agreement shall be given full force and effect to each and all of its express terms and provisions, including those relating to unknown and uncompensated Claims, if any, as well as those relating to any other Claims specified herein.

Remedies. All remedies at law or in equity shall be available to the Releasees for the enforcement of this Agreement. This Agreement may be pleaded as a full bar to the enforcement of any Claim that the Employee may assert against the Releasees. The non- prevailing party in any litigation shall pay for the prevailing party's costs and expenses of litigation including without limitation the prevailing party's attorney's fees.

No Admission. Neither the execution of this Agreement by the Corporation and the Bank, nor the terms hereof, constitute an admission by the Corporation or the Bank of any liability to the Employee.

Entire Agreement. This Agreement contains the entire agreement of the parties with respect

to the subject matter hereof, and shall be binding upon their respective heirs, executors, administrators, successors and assigns. In the event there is any inconsistency between the terms of this Agreement and the Employment Agreement, the terms of this Agreement shall control.

Severability. If any term or provision of this Agreement shall be held to be invalid or unenforceable for any reason, then such term or provision shall be ineffective to the extent of such invalidity or unenforceability without invalidating the remaining terms or provisions hereof, and such term or provision shall be deemed modified to the extent necessary to make it enforceable.

Employee's Representation. The Employee represents and warrants that he has not assigned any claim that he purports to release hereunder and that he has the full power and authority to enter into this Agreement and bind each of the persons and entities that the Employee purports to bind. The Employee further represents and warrants that he is bound by, and agrees to remain bound by, the Employee's post-employment obligations set forth in the Employment Agreement.

Amendments. Neither this Agreement nor any term hereof may be changed, waived, discharged, or terminated, except by a written agreement signed by the parties hereto.

Governing Authority. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without regard to the principles of conflicts of laws of any jurisdiction. The Employee agrees that the Corporation and the Bank shall have the right to commence and maintain an action hereunder in the state and federal courts appropriate for the location at which the Corporation maintains its corporate offices, and the Employee hereby submits to the jurisdiction and venue of such courts.

Fees and Costs. The parties shall bear their own attorneys' fees and costs.

Counterparts. This Agreement may be executed in counterparts.

Legally Binding. The terms of this Agreement contained herein are contractual, and not a mere recital.

IN WITNESS WHEREOF, the Employee, acknowledging that he is acting of his or her own free will after having had the opportunity to seek the advice of counsel and a reasonable period of time to consider the terms of this Agreement, and the Corporation and the Bank, have caused the execution of this Agreement as of this day and year written below.

EMPLOYEE

By:

Name: David S. Runk

Date:

CITIZENS & NORTHERN CORPORATION****CITlZENS & NORTHERN BANK

By: By:

Name: Name:

Title: Title:

Date: Date:

Exhibit 10.10

SEPARATION **** AND **** NON-COMPETITION **** AGREEMENT

THIS SEPARATION AND NON-COMPETITION AGREEMENT (the “Agreement”) is made and entered into as of April 23, 2025 by and among CITIZENS & NORTHERN CORPORATION, a Pennsylvania business corporation (the “Corporation”), CITIZENS & NORTHERN BANK (the “Bank”), a Pennsylvania chartered bank, Susquehanna Community Financial, Inc., a Pennsylvania business corporation (“Susquehanna Inc.”), Susquehanna Community Bank, a Pennsylvania chartered bank (“Susquehanna Bank”), and David S. Runk, an adult individual (“Employee”) on the terms and conditions set forth below:

WHEREAS, the Bank and Susquehanna Bank, and their respective affiliates, are engaged in the community banking business (the “Business”);

WHEREAS, Employee is currently employed by Susquehanna Inc. and Susquehanna Bank as President Chief Executive Officer pursuant to the terms of an employment agreement dated July 29, 2011 (the “Susquehanna Employment Agreement”) and will remain so employed until the closing of the merger and the other related transactions contemplated by the Agreement and Plan of Merger (the “Merger Agreement”) by and among the Corporation, the Bank, Susquehanna Inc., and Susquehanna Bank (the “Merger”);

WHEREAS, Employee has been a fundamental and elemental architect of the systems, policies, procedures, and processes of Susquehanna Inc. and Susquehanna Bank;

WHEREAS, Employee will terminate his employment with both Susquehanna Inc. and Susquehanna Bank effective and contingent upon the closing of the Merger (the “Termination Date”);

WHEREAS, Employee, the Corporation, the Bank, Susquehanna Inc., and Susquehanna Bank wish to settle, compromise and resolve any and all claims that Employee may have against the Corporation, the Bank, Susquehanna Inc., and Susquehanna Bank or any of the affiliates or subsidiaries of such entities, including claims under the Susquehanna Employment Agreement, in order to facilitate completion of the Merger; and

WHEREAS, the Corporation and the Bank, as part of this Agreement, agree to provide Employee with certain special benefits that they are not otherwise obligated to provide, including that they will not dispute Employee’s claim that a “Termination Pursuant to a Change in Control,” as defined in the Susquehanna Employment Agreement, has occurred to Employee as of the Termination Date.

NOW THEREFORE, Employee, the Corporation, the Bank, Susquehanna Inc., and Susquehanna Bank hereby agree as follows:

1.Termination Date and Contingency. This Agreement shall be effective upon the Termination Date (as defined above). None of the parties to this Agreement shall have any rights or obligations set forth in this Agreement before the Termination Date. This Agreement shall be null and void if, and at such time as, the Merger Agreement is

terminated and the Merger is abandoned for any reason prior to the closing of the Merger (and contemporaneous Termination Date).

2.Separation from Employment. Employee’s employment with Susquehanna Inc. and Susquehanna Bank shall terminate as of the Termination Date. Susquehanna Inc. and/or Susquehanna Bank will pay Employee all salary and vacation benefits, payable through the Termination Date, subject to standard withholdings and deductions, in accordance with its normal payroll processes.

3.Compensation and Benefits.

a.On the Termination Date, Susquehanna Bank agrees to pay Employee a lump sum payment in the aggregate amount of Eight Hundred Seventy Thousand Dollars ($870,000), subject to deductions and withholdings as required by law (the “Separation Payment”), in connection with Employee’s termination of employment as President and Chief Executive Officer and in exchange for the promises and releases made by Employee within this Agreement and specifically in exchange for the Non-Compete and Non-Solicitation provisions set forth in Section 6 below.

b.Employee agrees that the Separation Payment shall satisfy all obligations of the Corporation, the Bank, Susquehanna Inc., and Susquehanna Bank under the Susquehanna Employment Agreement.

c.Should the total amount payable hereunder to Employee, together with any other additional payments which Employee has a right to receive from Susquehanna Inc., Susquehanna Bank, or any successors of the foregoing (including the Corporation and the Bank), result in the imposition of an excise tax under Internal Revenue Code Section 4999 (or any successor thereto), Employee shall be entitled to an additional adjustment payment (“Adjustment Payment”) in an amount such that, after the payment of all federal and state income and excise taxes, Employee will be in the same after-tax position as if no excise tax had been imposed. Any payment or benefit which is required to be included under Internal Revenue Code Sections 2800 or 4999 (or any successor provisions thereto) for purposes of determining whether an excise tax is payable shall be deemed a payment “made to Executive” or a payment '”which Executive has a right to receive” for purposes of this provision. The successor to Susquehanna Inc. and Susquehanna Bank shall be responsible for the costs of calculation of the deductibility of payments and benefits and the excise tax by an independent certified public accounting firm and tax counsel and shall notify Employee of the amount of excise tax due prior to the time such excise tax is due. If at any time it is determined that the additional Adjustment Payment previously made to Employee was insufficient to cover the effect of the excise tax, the Adjustment Payment pursuant to this provision shall be increased to make Employee whole including an amount to cover the payment of any penalties resulting from any incorrect or late payment of the excise tax resulting from the prior calculation. It is the express intention of the parties hereto that Employee not be required to incur any expenses associated with the determination of the amount or the amount, of any “excise tax” imposed on Employee pursuant to Internal Revenue Code Section 4999 (and only Internal Revenue Code Section 4999) in connection with this Agreement.

4.No Other Obligations. Except as set forth in the preceding paragraphs and except as required under any “Susquehanna Benefit Plan” (as defined in the Merger Agreement), neither the Corporation or the Bank, nor Susquehanna Inc. or Susquehanna Bank, or any of their affiliates, shall have any obligation to make any further payments to

or for Employee’s benefit with respect to his services on or before the Termination Date or in connection with or with respect to the Susquehanna Employment Agreement.

5.Release. Employee agrees to sign a release substantially in the form attached as Exhibit A to this Agreement on the Termination Date.

6.Non-Compete and Non-Solicitation Provisions.

a.Employee hereby covenants and agrees that for two (2) years following the Termination Date, Employee shall not, except as otherwise permitted in writing by the Corporation or the Bank:

i.be engaged, directly or indirectly, either for his own account or as agent, consultant, employee, partner, officer, director, proprietor, investor (except as an investor owning less than 5% of the stock of a publicly owned company) or otherwise of any person, firm, corporation or enterprise engaged in (1) the banking (including bank holding company) or financial services industry, or (2) any other activity in which the Corporation, the Bank or any of their subsidiaries are engaged, in any county in which the Corporation or the Bank has or operates a bank branch as of the business day after the Termination Date (the “Non-Compete Area”);

ii.provide financial or other assistance to any person, firm, corporation or enterprise engaged in (1) the banking (including bank holding company) or financial services industry, or (2) any other activity in which the Corporation, the Bank or any of their subsidiaries are engaged in the Non-Compete Area;

iii.directly or indirectly solicit (including advertising, social media or outreach) persons or entities who were customers, prospects or referral sources of Susquehanna Inc., Susquehanna Bank, the Corporation, or the Bank within two (2) year of the Termination Date, to become a customer or referral source of a person or entity other than the Corporation, the Bank, or their subsidiaries; or,

iv.directly or indirectly solicit employees of the Corporation, the Bank, Susquehanna Inc., or Susquehanna Bank who were employed thereby within two (2) years of the Termination Date to leave the employ thereof or work for anyone other than the Corporation or the Bank.

b.It is expressly understood and agreed that, although the parties consider the restrictions contained in Section 6 reasonable for the purpose of preserving the goodwill and other proprietary rights of the Corporation, the Bank, and their subsidiaries, if a final judicial determination is made by a court having jurisdiction that the time or territory or any other restriction contained in Section 6 is an unreasonable or otherwise unenforceable restriction against Employee, the provisions of Section 6 shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such other extent as such court may judicially determine or indicate to be reasonable.

7.Severability. If any provision of this Agreement is illegal, invalid or unenforceable or is held to be illegal, invalid or unenforceable, Employee agrees that such provision shall be fully severable with respect to scope, time and geographic area, and this Agreement and its terms in such lesser scope, time and geographic area shall be construed and enforced as if such unenforceable or invalid provision had never been a part of this Agreement.

8.Confidentiality. Employee acknowledges that he has had access to trade secrets and other confidential information regarding the Corporation, the Bank, Susquehanna Inc., and Susquehanna Bank, and their businesses that are unique and

irreplaceable and that the use of such trade secrets and other confidential information by a competitor, or certain other persons, would cause irreparable harm to the Corporation, the Bank, and their predecessors and successors. Accordingly, Employee covenants that he will not disclose or use to the detriment of the Corporation, the Bank, and their successors any such trade secrets or other confidential information. Confidential information includes any information, whether or not reduced to written or other tangible form, which (i) is not generally known to the public or within the industry; (ii) has been treated by the Corporation, the Bank, Susquehanna Inc., or Susquehanna Bank as confidential or proprietary; and/or (iii) is of competitive advantage to the Corporation, the Bank, Susquehanna Inc., Susquehanna Bank, and their successors. Nothing in this Agreement shall be interpreted or applied to prohibit the making of any good faith report to the Banks’ or Susquehanna Bank’s auditors or any regulator, agency, or other governmental entity, participating in an investigation by any such entity, or disclosure in compliance with a lawful subpoena, except that the entity or entities named by such subpoena must be informed of the subpoena and be provided an opportunity to oppose disclosure pursuant to the subpoena.

9.Non-Disparagement. Employee covenants that, except to the extent required by law, he will not make to any person or entity any statement, whether written or oral, that directly or indirectly impugns the integrity of, or reflects negatively on the Corporation, the Bank, Susquehanna Inc., and Susquehanna Bank, or any of their employees, officers or directors, parent, subsidiaries, or affiliates or that denigrates, disparages or results in detriment to any such entities or persons. This section does not prohibit any truthful statement made to any government agency in the context of an official investigation.

10.No Waiver. No waiver by any party of any breach of, or of compliance with, any condition or provision of this Agreement by another party shall be considered a waiver of any other condition or provision or of the same condition or provision at another time.

11.Acknowledgments and Affirmations. Employee affirms that he has not filed, caused to be filed or presently is a party to any claim against the Corporation, the Bank, Susquehanna Inc., and Susquehanna Bank, or any of their respective affiliates or subsidiaries.

12.Complete Agreement. Except as provided herein, this Agreement supersedes any and all prior agreements between the Corporation, the Bank, Susquehanna Inc., or Susquehanna Bank, whether written or oral, including the Susquehanna Employment Agreement. This Agreement sets forth the entire understanding of the parties regarding the subject matter contained herein and may be amended only in writing by the parties hereto. For the avoidance of doubt, the terms of Employee’s Supplemental Executive Retirement Plan Agreement, dated January 1, 2013, shall remain in full force and effect.

13.Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania (without regard to conflict of laws principles) and any dispute pertaining to or arising out of this Agreement shall be brought only in the state or federal courts located within the Commonwealth of Pennsylvania. Both parties irrevocably consent to the personal jurisdiction of the state and federal courts located within the Commonwealth of Pennsylvania.

14.Survival. The provisions set forth in Sections 6, 7, 8 and 9 shall survive termination of this Agreement for any reason.

15.Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which taken together shall constitute one and the same instrument.

16.Assignment. Employee represents and warrants that he has not assigned or in any other manner conveyed any right or claim that he has or may have to any third party, and he shall not assign or convey to any assignee for any reason any right or claim covered by this Agreement, or the consideration, monetary or other, to be received by him hereunder. the Corporation, the Bank, Susquehanna Inc., or Susquehanna Bank may assign their rights and obligations under this Agreement to any third party at their discretion.

17.Expenses. If Employee determines in good faith that the Corporation, the Bank, Susquehanna Inc., or Susquehanna Bank has failed to comply with any obligations under this Agreement, of if such parties take any action to declare this Agreement void or unenforceable, the Corporation, the Bank, Susquehanna Inc., and Susquehanna Bank irrevocably authorize Employee from time to time to retain counsel of Employee’s choice, at the expense of the Bank, to represent Employee in connection with such actions and proceedings.

18.Payment in the Event of Employee’s Death. This Agreement shall inure to the benefit of and be enforceable by Employee’s personal or legal representatives, executors, administrators, heirs, distributees, devisees or legatees. If Employee should die and any amounts would be payable to employee under this Agreement if Employee had continued to live, all such amounts shall be paid in accordance with the terms of this Agreement to Employee’s devisee, legatee, or other designee, or, if there is no such designee, to Employee’s estate.

[SIGNATURE BLOCK FOLLOWS]

IN WITNESS WHEREOF, Employee, the Corporation, the Bank, Susquehanna Inc., and Susquehanna Bank have signed this Agreement on the date(s) set forth below:

ATTEST:	CITIZENS & NORTHERN CORPORATION

/s/ Elizabeth Pivirotto/s/ J. Bradley Scovill

ATTEST:CITIZENS & NORTHERN BANK

/s/ Elizabeth Pivirotto/s/ J. Bradley Scovill

ATTEST:	SUSQUEHANNA COMMUNITY FINANCIAL, INC.

/s/ Christian C. Trate

ATTEST:SUSQUEHANNA COMMUNITY BANK

/s/ Christian C. Trate

WITNESS:EMPLOYEE

/s/ David S. Runk

EXHIBIT A RELEASE

I, David Runk, in consideration of the compensation extended to me under the Agreement to which this Release is attached as Exhibit A, on behalf of myself and my heirs, executors, administrators and assigns, hereby release, waive, and forever discharge Citizens & Northern Corporation (the “Corporation”), Citizens & Northern Bank (the “Bank”), Susquehanna Community Financial, Inc. (“Susquehanna Inc.”), Susquehanna Community Bank (“Susquehanna Bank”), and their subsidiaries, affiliates, predecessors, successors, parent companies or assigns, and their respective directors, officers, trustees, employees, representatives, attorneys and agents (individually and collectively the “Releasees”) from any and all claims, demands, losses, liabilities, and causes of action of any nature or kind whatsoever related to any past or present duties or responsibilities of any of the Releasees, known or unknown, suspected or unsuspected, which arose or accrued on or before the effective date of this Release, including, but not limited to: claims in tort or contract; breach of fiduciary duty; defamation; emotional distress; wrongful or unlawful discharge; claims for bonuses, severance pay, vacation leave, employee or fringe benefits, or other compensation; and claims based on any state or federal wage, employment or common laws, statutes or amendments thereto, including, but not limited to: (a) age discrimination claims under the Age Discrimination in Employment Act (“ADEA'”), 29 U.S.C. § 621 et seq., as amended by the Older Workers Benefit Protection Act; (b) any race, color, religion, sex or national origin discrimination claims under Title VII of the 1964 Civil Rights Act, 42 U.S.C. § 2000(e) et seq.; (c) any claim under the Americans with Disabilities Act (“ADA”), 42 U.S.C. § 12101 et seq.; (d) claims under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), 29 U.S.C. § 1001 et seq. (excluding claims for vested benefits); (e) any claim under the National Labor Relations Act (“NLRA”), 29 U.S.C. § 151 et seq.; (f) claims under the Worker Adjustment and Retraining Notification Act (“WARN”), 20 U.S.C. § 2101 et seq.; (g) claims under any state discrimination in employment statute; (h) any claims related to or arising out of my entering into this Agreement; (i) any claims related to or arising out of my former employment with and the termination of my employment and separation from Susquehanna Inc. and Susquehanna Bank, including but not limited to a claim for wrongful discharge in violation of public policy; or (j) any claims for damages due to personal injury or for compensatory or punitive damages.

Notwithstanding any provision of this Release to the contrary, nothing contained herein shall be deemed to modify, waive, release, terminate or amend any right or benefit I may possess under the terms of the Separation and Non-Competition Agreement to which this Release is attached as Exhibit A (the “Agreement”), and I do not waive or release any right that I may have related to (i) vested benefits under any Compensation or Benefit Plan other than the Susquehanna Employment Agreement, (ii) any breach of the Agreement, (iii) any claim or right that may arise after I sign this Release, (iv) any accrued but unused vacation leave as of the Termination Date, (v) my rights as a shareholder, depositor or borrower of the Corporation, the Bank, Susquehanna Inc., and Susquehanna Bank, or (vi) any right or benefit that cannot be waived as a matter of law.

I specifically acknowledge and represent that: (a) I have had a reasonable time, that is, up to twenty-one (21) days, within which to consider whether to provide this Release, and that I am free to provide this Release prior to expiration of the twenty-one (21) days if I so desire; (b) the terms of this Release are clear and understandable to me; (c) the compensation and benefits provided to me under the Agreement to which this Release is attached exceed the compensation

and benefits that I was otherwise entitled to receive as an employee of Susquehanna Inc. and/or Susquehanna Bank; (d) I have been advised to consult with an attorney of my choice prior to signing this Release; (e) I have been advised that I have the right to revoke this Release at any time during the seven (7) day period following the date on which I sign the Release; (f) by providing this Release, I give up any right to sue any of the Releasees for any violation of the ADEA, or any other statute, law or common law; and (g) I have the legal capacity to provide this Release and I have signed this Release and the Agreement knowingly and voluntarily.

All capitalized terms which are defined in the Agreement and which are not otherwise defined herein shall have the meaning set forth in the Agreement.

The Agreement shall not become effective or enforceable until the expiration of the seven (7) day revocation period following the execution of this release.

EMPLOYEE

Citizens & Northern Corporation (“Company”)

‌

Exhibit 19

CITIZENS & NORTHERN CORPORATION

INSIDER TRADING COMPLIANCE PROGRAM

In order to take an active role in the prevention of insider trading violations by its officers, directors, employees and other related individuals, Citizens & Northern Corporation and its subsidiaries (Citizens & Northern Bank, Bucktail Life Insurance Company and Citizens & Northern Investment Corporation) and Citizens & Northern Bank and its subsidiary (C&N Financial Services, LLC), collectively called the “Company”, have adopted the policies and procedures described in this document and accompanying exhibits.

I.	Adoption of Insider Trading Policy.

The Company’s Board of Directors has adopted the Insider Trading Policy (“Policy”) attached hereto as Exhibit A and accompanying Exhibits. The Policy prohibits trading based on material, nonpublic information regarding the Company (“Inside Information”). The Policy covers officers, directors and all other employees of, or consultants or contractors to, the Company, as well as family members of such persons, and others, in each case where such persons have or may have access to Inside Information. The Policy (and/or a summary thereof) is to be delivered to all new employees and consultants upon the commencement of their relationships with the Company and is to be circulated to all personnel at least annually.

II.	Designation of Certain Persons.

A. Section 16 Individuals.The Company has determined that those persons listed on Exhibit B attached hereto are the directors and officers who are subject to the reporting and liability provisions of Section 16 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder (“Section 16 Individuals”). Exhibit B will be amended from time to time as appropriate.

B. Other Persons.The Company has determined that those persons listed on Exhibit C attached hereto, together with the Section 16 Individuals, should be subject to the pre-clearance requirement described in Section IV (A) below, in that the Company believes that, in the normal course of their duties, such persons have, or are likely to have, regular access to Inside Information. Exhibit C may be amended from time to time. Under special circumstances, certain persons not listed on Exhibit C may come to have access to Inside Information for a period of time. During such period, such persons should be subject to the pre-clearance procedure described in Section IV (A) below.

III.Appointment of Compliance Officer. The Company has appointed the General Counsel and Corporate Secretary as the Company’s Insider Trading Compliance Officer. In the absence of the General Counsel and Corporate Secretary, the CEO or the CFO are backup Insider Trading Officers.

IV.Duties of the Compliance Officer. The duties of the Insider Trading Compliance Officer shall include, but not be limited to, the following:

A.	Pre-clearing all transactions involving the Company’s securities by those individuals listed on Exhibits B and C, in order to determine compliance with the Policy, insider trading laws, Section 16 of the Exchange Act, and Rule 144 promulgated under the Securities Act of 1933, as amended.
B.	Assisting in the preparation and filing of Section 16 reports (Forms 3, 4 and 5) for all Section 16 Individuals.
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C.	Serving as the designated recipient at the Company of copies of reports filed with the SEC by Section 16 Individuals under Section 16 of the Exchange Act.
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D.	Performing periodic cross-checks of available materials, which may include Forms 3, 4 and 5, Form 144, officers’ and directors’ questionnaires, and reports received from the Company’s stock administrator and transfer agent, to determine trading activity by officers, directors and others who have, or may have, access to Inside Information.
E.	Circulating the Policy (and/or a summary thereof) to all employees, including Section 16 Individuals, on an annual basis, and providing the Policy and other appropriate materials to new officers, directors and others who have, or may have, access to Inside Information.
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F.	Updating the Policy on an as needed basis to 1) reflect changes in applicable laws, regulations and rules and 2) cover new matters relating to the issuance of Company securities.
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G.	Assisting the Company’s Board of Directors in implementation of the Policy.
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H.	Coordinating with outside counsel, as necessary, regarding compliance activities with respect to the Policy and Rule 144 requirements.
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I.	When appropriate, recommending suspension of trading of the Company’s stock because of developments known to the Company and not yet disclosed to the public.
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EXHIBIT A GUIDELINES

Citizens & Northern Corporation

Insider Trading Policy

And Guidelines with Respect to Certain Transactions in Company Securities.

It is the intent of the Board of Directors of Citizens & Northern Corporation (“Company”) that the Company takes an active role in the prevention of insider trading violations by its officers, directors, employees and other related individuals. This policy has been created and adopted to accomplish that intent. This policy provides guidelines to employees, officers and directors of Citizens & Northern Corporation with respect to transactions in the Company’s securities.

Applicability of Policy

This policy applies to all transactions in the Company’s securities, including common stock, options for common stock and any other securities the Company may issue from time to time, which include, but are not limited to, preferred stock, trust preferred notes, warrants and convertible debentures, as well as to derivative securities relating to the Company’s stock, whether or not issued by the Company, such as exchange-traded options. It applies to all officers of the Company, all members of the Company’s Board of Directors, and all employees of, and consultants and contractors to, the Company and its subsidiaries who receive or have access to Material Nonpublic Information (as defined below) regarding the Company. This group of people, members of their immediate families, and members of their households are sometimes referred to in this Policy as “Insiders.” This Policy also applies to any person who receives Material Nonpublic Information from any Insider.

Statement of Policy

General Policy

It is the policy of the Company to oppose the unauthorized disclosure of any nonpublic information acquired in the work-place and the misuse of Material Nonpublic Information in securities trading.

Specific Policies

1.	Trading on Material Nonpublic Information. No director, officer or employee of, or consultant or contractor to, the Company, and no member of the immediate family or household of any such person, shall engage in any transaction involving a purchase or sale of the Company’s securities, including any offer to purchase or offer to sell, during any period commencing with the date that he or she possesses Material Nonpublic Information concerning the Company, and ending at the close of business on the second Trading Day following the date of public disclosure of that information, or at such time as such nonpublic information is no longer material. As used herein, the term “Trading Day” shall mean a day on which national stock exchanges are open for trading.
2.	Tipping. No Insider shall disclose (“tip”) Material Nonpublic Information to any other person (including family members) where such information may be used by such person to his or her profit by trading in the securities of the company(ies) to which such information relates, nor shall such Insider or related person make recommendations or express opinions on the basis of Material Nonpublic Information as to trading in the Company’s securities.
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3.	Confidentiality of Nonpublic Information. **** Nonpublic information relating to the Company is the property of the Company and the unauthorized disclosure of such information is forbidden.
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Potential Criminal and Civil Liability and/or Disciplinary Action

1.	Liability for Insider Trading .Insiders may be subject to (i) a civil penalty of up to 3 times the profit gained or loss avoided; (ii) a criminal fine (no matter how small the profit) of up to $5,000,000; and (iii) up to twenty (20) years in jail for engaging in transactions in the Company’s securities at a time when they have knowledge of material nonpublic information regarding the Company.
2.	Liability for Tipping. ****Insiders may also be liable for improper transactions by any person (commonly referred to as a “tippee”) to whom they have disclosed material nonpublic information regarding the Company or to whom they have made recommendations or expressed opinions on the basis of such information as to trading in the Company’s securities. The Securities and Exchange Commission (“SEC”) has imposed large penalties even when the disclosing person did not profit from the trading. The SEC and the stock exchanges use sophisticated electronic surveillance techniques to uncover insider trading.
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3.	Possible Disciplinary Actions. ****Employees of the Company who violate this Policy shall also be subject to disciplinary action by the Company, which may include ineligibility for future participation in the Company’s equity incentive plans or termination.
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Guidelines

**Recommended Trading Window for Officers, Directors and Certain Employees.**The period beginning near the end of each quarter and ending a few Trading Days following the date of public disclosure of the financial results for that quarter, is a particularly sensitive period of time for transactions in the Company’s stock from the perspective of compliance with applicable securities laws. This sensitivity is due to the fact that officers, directors and certain other employees will, during that period, often possess Material Nonpublic Information about the expected financial results for the quarter.

Accordingly, to ensure compliance with this Policy and applicable federal and state securities laws, all directors, officers and employees having access to the Company’s internal financial statements or other Material Nonpublic Information shall refrain from conducting transactions involving the purchase or sale of the Company’s securities other than during the period (the “Trading Window”) commencing at the close of business on the second Trading Day following the date of public disclosure of the financial results for a particular fiscal quarter or year and continuing until the date the Citizens & Northern Corporation Board of Directors meeting is conducted during the final month of the following quarter.

The safest period for trading in the Company’s securities, assuming the absence of Material Nonpublic Information, is probably only the first ten (10) days of the Trading Window.

From time to time, the Company’s Insider Trading Compliance Officer may also recommend that directors, officers, selected employees and others suspend trading because of developments known to the Company and not yet disclosed to the public. In such event, such persons are prohibited from engaging in any transaction involving the purchase or sale of the Company’s securities during such period and should not disclose to others the fact of suspension of trading.

The purpose behind the creation and implementation of recommended “Trading Window” periods is to help establish a diligent ongoing effort to avoid any improper transaction by directors, executive officers, selected employees and others.

It should be noted, however, that even during the Trading Window, any person possessing Material Nonpublic Information concerning the Company should not engage in any transactions in the Company’s securities until such information has been known publicly for at least two Trading Days, whether or not the Company has recommended suspension of trading to that person. Trading in the Company’s securities during the Trading Window should not be considered a “safe harbor,” and all directors, officers and other persons should use good judgment at all times.

Pre-clearance of Trades. The Company has determined that all directors, executive officers and other designated persons of the Company should refrain from trading in the Company’s securities, even during the Trading Window, without first complying with the Company’s “pre-clearance” process. Each such designated person must contact the Company’s Insider Trading Compliance Officer or in his/her absence the Chief Financial Officer or Chief Executive Officer, prior to commencing any trade in the Company’s securities. The

Company may find it necessary, from time to time, to require compliance with the pre-clearance process from certain additional employees, consultants and contractors other than and in addition to those designated from time to time on Exhibits B and C.

Any employee with any questions regarding trading in the Company’s securities is encouraged to contact the Insider Trading Compliance Officer, or in his/her absence the Chief Financial Officer or Chief Executive Officer, prior to engaging in a trade.

**Individual Responsibility.**Every officer, director and employee has the individual responsibility to comply with this Policy, regardless of whether the Company has a recommended Trading Window for that Insider or any other Insiders of the Company. The guidelines set forth in this policy are guidelines only, and appropriate judgment should always be exercised in connection with any trade in the Company’s securities.

An Insider may, from time to time, have to forego a proposed transaction in the Company’s securities even if he or she planned to make the transaction before learning of the Material Nonpublic Information and even though the Insider believes he or she may suffer an economic loss or forego anticipated profit by waiting.

Within the framework of any policies adopted by the Company, the final decision with respect to securities transactions must rest with each director, officer and employee. Each case must ultimately stand or fall on its own merits. A single rule or set of rules could not cover all situations; nor should unnecessary restrictions be permitted to discourage directors and officers of the Company, who serve a vital role in its success, from being shareholders.

Applicability of Policy to Inside Information Regarding Other Companies.

This Policy and the guidelines described herein also apply to Material Nonpublic Information relating to other companies, including the Company’s customers, vendors or suppliers (“business partners”), when that information is obtained in the course of employment with, or other services performed on behalf of, the Company. Civil and criminal penalties, and termination of employment may result from trading on material inside information regarding the Company’s business partners. All employees should treat Material Nonpublic Information about the Company’s business partners with the same care required with respect to information related directly to the Company.

Definition of Material Nonpublic Information

It is not possible to define all categories of material information. However, information should be regarded as material if there is a reasonable likelihood that it would be considered important to an investor in making an investment decision regarding the purchase or sale of the Company’s securities.

While it may be difficult under this standard to determine whether particular information is material, there are various categories of information that are particularly sensitive and, as a general rule, should always be considered material. Examples of such information include, but are not limited to:

●Quarterly and annual financial results

●News of pending or proposed merger or joint venture

●News of the disposition of a subsidiary

●Impending bankruptcy or financial liquidity problems

●Gain or loss of a substantial customer or supplier

●Changes in dividend policy

●New product or service announcements of a significant nature

●Significant pricing changes

●Stock splits

●New equity or debt offerings

●Acquisitions

●Significant litigation exposure due to actual or threatened litigation

●All changes in senior management

Either positive or negative information may be material.

Nonpublic information is information that has not been previously disclosed to the general public and is otherwise not available to the general public. The Company makes information available to the general public through the filing of annual, quarterly and current reports with the SEC.

Certain Exceptions

For the purpose of this Policy, the Company considers that the exercise of stock options for cash under the Company’s stock option plans, the purchase of shares through the Company’s dividend reinvestment program, and/or the purchase of shares under the Company’s qualified retirement plan are exempt from this Policy, since the other party to the transaction is the Company itself and the price does not vary with the market but is fixed by the terms of the option agreement, the plan or the program.

Also, the Company considers the distribution of shares to Non-Employee Directors and Advisory Board Members, as payment of retainers and meeting fees to be exempt from this Policy.

Additional Information – Directors and Officers

Directors and designated officers of the Company must also comply with the reporting obligations and limitations on short-swing transactions set forth in Section 16 of the Securities and Exchange Act of 1934, as amended. The practical effect of these provisions is that such officers and directors who purchase and sell the Company’s securities within a six-month period must disgorge all profits to the Company whether or not they had knowledge of any Material Nonpublic Information, unless an exception to the disgorgement requirement is available. Under these provisions, and so long as certain other criteria are met, neither the receipt of an option under the Company’s option plans, nor the exercise of that option, nor the receipt of stock under the Company’s qualified retirement plan is deemed a purchase under Section 16; however, the sale of any such shares is a sale under Section 16. Moreover, no officer or director may ever make a short sale of the Company’s stock. Exhibit D provides information for directors and officers regarding compliance with Section 16 and its related rules.

EXHIBIT B INSIDERS

DIRECTORS AND EXECUTIVE OFFICERS SUBJECT TO SECTION 16

1.	Directors: Each Director of Citizens & Northern Corporation and Citizens & Northern Bank.

Officers: The President and Principal Financial Officer of Citizens & Northern Corporation and any executive vice president of Citizens & Northern Corporation or Citizens & Northern Bank who is in charge of a principal business unit, division or function for Citizens & Northern Corporation or who performs similar policy-making functions for Citizens & Northern Corporation.

EXHIBIT C OTHER COVERED PERSONS

OTHER PERSONS SUBJECT TO INSIDER TRADING POLICY – MUST OBTAIN PRE-CLEARANCE FOR PURCHASE OR SALES OF COMPANY STOCK

General Counsel and Corporate Secretary

Executive Assistants and individuals with similar duties, including Company employees and non-Company employees who regularly receive access to Inside Information

Marketing Director

Director of Audit

Compliance Officer

All Senior Vice Presidents

All Company Accounting Department Employees

EXHIBIT D SECTION 16

SECTION 16 REPORTING

THE SEC FORMS

There are three (3) forms that are used to report transactions that are covered by Section 16 of the Securities Exchange Act of 1934, as amended:

FormTime for FilingNumber of Copies and Where Filed

Form 3Within 10 days after the time when the person

first becomes a designated director or officer of the * 1 copy, filed electronically on the

CompanyEDGAR filing system

with the SEC. This copy is accessible for review on the Internet through the SEC’s website, or via a link from C&N’s website.

* 1 copy will be retained by the Company

Form 4Within two (2) business days following the occurrenceSame as for Form 3, above.

of a non-exempt transaction.* Applies to virtually all reportable transactions including open market purchases or sales, option grants and option exercises.

If a post-termination non-exempt transaction occurs within 6 months of the reporting person’s last “opposite” non-exempt transaction while an officer or director (for example, a post-termination open market sale within 6 months of a pre-termination open-market purchase), then it must be reported. On any Form 4 or Form 5 filed after ceasing to be an officer or director, the “exit” box should be checked to indicate that insider status has terminated.

A limited form of relief from the filing deadline is provided for stock purchased through our Non-Employee Directors’ Stock Purchase Plan, which is reportable within two (2) business days of the date notice is given to the reporting person as opposed to the transaction execution date (applicable to other reportable transactions).

* Exempt transactions (reportable on Form 5) include bona fide gifts, stock purchased through our Dividend Reinvestment Plan or through a similar plan(*) as a result of dividends paid and reinvested in the Plan and Bank Retirement Plan (ESOP) annual contributions.

(*) If an Insider elects to purchase shares using dividend reinvestment for a plan other than the Company D/R plan, the plan should be evaluated by the Insider Trading Compliance Officer to determine if such purchases would qualify as “exempt.”

Form 5The form, in effect, is an annual report that must be Same as for Form 3, above.

filed by February 14 following the close of the Company’s fiscal year and sets forth all items not previously reported, including exempt transactions.

Early Filing Note:

All exempt transactions that normally would be reportable in the annual Form 5 filing (such as gifts) may be voluntarily reported early in a Form 4 filing, thus eliminating the requirement to file a Form 5 to report the same transaction. This is recommended as a more efficient method of complying with the filing requirements. It will be the Company’s practice, on your behalf, to report such transactions early on Form 4 to the extent possible under the circumstances.

Late Filing Note:	If you become aware that a Section 16 filing on your behalf has been missed, you

should contact the General Counsel/Corporate Secretary or the Chief Financial Officer as soon as possible to arrange for the filing. Note that late filings must be disclosed in C&N’s Annual Proxy Statement.

THE COMPANY’S ASSISTANCE PROCEDURE

Timeliness and accuracy in filing the required reports under Section 16 are critical. Although compliance with Section 16 requirements is the legal responsibility of each officer and director, due to the importance of timely and accurate filing of required reports, the Company has adopted certain procedures to assist you with your filing obligations:

1.	If you have not already done so, you will be asked to execute a power of attorney authorizing designated members of the Company’s executive or accounting staff to execute and file appropriate Forms 3 and 4 (and the annual Form 5) on your behalf.

Upon notification to the designated employees of the accounting or corporate staff from the individual officer or director of a DIRECT PURCHASE OR SALE transaction, including the number of shares and price per share, (after pre-clearance of the transaction has been given by the General Counsel/Corporate Secretary, Chief Financial Officer or the Chief Executive Officer) the information for the necessary Form 4 will be prepared.

Upon notification from the individual officer or director of a purchase via a Dividend Reinvestment account held by a broker or agent other than our Transfer Agent, to the designated employees of the accounting or corporate staff, the information for the necessary Form 4 will be prepared.

Upon notification from our Transfer Agent of the purchase of stock through the Dividend Reinvestment (D/R) account of an individual director as a result of Optional Cash Payments sent to purchase stock under the “Director Fee Election Policy” to the designated members of the accounting or corporate staff, the information for the necessary Form 4 filing will be prepared to be filed within the specified time.

Upon notification from our Transfer Agent of the posting of dividends to the Dividend Reinvestment (D/R) Accounts of the individual directors and officers, the designated members of the accounting or corporate staff, will prepare the information for the voluntary Form 4 filing.

Due to the shortened filing deadlines as adopted under the Sarbanes-Oxley Act of 2002 for most transactions, the filings will be done without the information being provided to you for review ahead of time, unless otherwise requested by you.

a. If we are notified by our Transfer Agent of a transaction affecting your account for which you have not received pre-clearance and which is unknown to us, you will be contacted to explain the transaction prior to preparation of the information for filing.

b. If a filing has been done and a change is necessary, an amended Form 4 will be filed on your behalf.

A copy of any Form filed on your behalf will be provided to you.

PROCEDURE FOR RULE 144

SEC Rule 144 provides a safe harbor from the definition of “underwriter” for sales of securities by affiliates of an issuer in compliance with the volume and manner of sale limitations described in the Rule. Most securities brokers are familiar with Rule 144 and its requirements. However, the officer and director desiring to sell securities should be certain his or her broker is familiar with Rule 144.

A Form 144 is required if more than 5,000 shares or shares valued at more than $50,000 are sold during any three-month period. Three copies, one of which must be manually signed, must be filed with the SEC. Your broker should be able to assist you with the filing. Form 144 should be filed concurrently with the placing of your “sell order” with your broker.

Your broker is likely to request a copy of Form 144 and a Rule 144 representation letter. Such representation letters should be read carefully before they are signed to ensure that the representations made are accurate.

EXHIBIT E SPECIMEN EMPLOYEE MEMORANDUM

To:All Employees

From:

Date:

RE:Insider Trading Policy

This memorandum is to emphasize Citizens & Northern Corporation’s (“Company”) policy against “Insider Trading” and the importance of maintaining the confidentiality of sensitive Company information. The Board of Directors has adopted an Insider Trading Policy, which sets forth the rules and policy under which employees shall operate to avoid insider-trading violations.

It is against Company policy and against the law for any employee, or any other person associated with the Company or its employees, to trade in our common stock, or any other security issued by the Company, while possessing material, nonpublic information about the Company. A violation of the laws against insider trading can lead to (i) a civil penalty of up to 3 times the profit gained or loss avoided (or, for an executive officer or director, $1,000,000); (ii) a criminal fine (no matter how small the profit) of up to $5,000,000; and (iii) up to twenty (20) years in jail. A violation of the Company’s policy may also result in termination of employment.

Many employees have access to material, nonpublic information about the Company at one time or another. Generally speaking, such information is information that is not available to the public, but which an investor might consider important in deciding whether to buy or sell the Company’s securities. Such information could include, as examples, anticipated quarterly or annual results of operations, progress or lack of it in milestone achievement, new product introductions, discussions of a potential acquisition, or price increases or decreases.

In the event you possess material, nonpublic information, you are prohibited from trading in our stock until the Company has publicly announced the information by disclosing such information in its SEC filings, and the information has been available to the public for two (2) business days.

You are prohibited from disclosing material, nonpublic information to anyone outside the Company. It is important to maintain the confidentiality of sensitive information for a number of reasons, including protecting the Company’s secrets and preventing disclosure of information that could benefit our competitors. It is also prudent from the perspective of your potential personal liability – you could be criminally and civilly liable as a “tipper” if you disclose material, nonpublic information to another person and that person trades in the Company’s securities on the basis of your information.

Note: Citizens & Northern Bank is a wholly-owned subsidiary of Citizens & Northern Corporation, and as such, the employees of Citizens & Northern Bank (and its subsidiary, C&N Financial Services, LLC) are subject to this Insider Trading Policy.

EXHIBIT F SPECIMEN COVER LETTER

Letter to Directors, Officers or Employees

Dear Director, Officer or Employee:

Enclosed is a copy of Citizens & Northern Corporation’s “Insider Trading Policy” and for directors, executive officers, and certain employees having regular access to material, non-public information, the Company’s “Insider Compliance Program” and “Insider Trading Window Calendar”. Revisions to the “Insider Trading Policy” and “Insider Compliance Program” were approved by the Company’s Board of Directors on (Approval Date).

As described in the Insider Trading Policy, violations of the insider trading laws can result in significant civil and criminal liability. Accordingly, please take the time right now to read the materials provided, and then sign and return the attached copy of this letter.

Very truly yours,

_________________________Insider Trading Compliance Officer

Certification:

The undersigned hereby certifies that he or she has read, understands, and agrees to comply with the Company’s Insider Trading Policy and, if applicable, the Insider Trading Compliance Program, copies of which were distributed with this letter.

Date: _____________________Signed:          

Name: _________________________________

^(PLEASE PRINT)^

EXHIBIT 21


	Jurisdiction or	****
Name	State of Incorporation
Citizens & Northern Bank (A)	Pennsylvania
Bucktail Life Insurance Company (A)	Arizona
Citizens & Northern Investment Corporation (A)	Delaware
C&N Financial Services, LLC (B)	Pennsylvania
Northern Tier Holding LLC (B)	Pennsylvania

(A) Wholly-owned subsidiary of Citizens & Northern Corporation

(B) Wholly-owned subsidiary of Citizens & Northern Bank

EXHIBIT 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statements of Citizens & Northern Corporation:

Form S-3 No. 333-162279

Form S-3 No. 333-160682

Form S-8 No. 333-273787

of our report dated March 6, 2026, relating to the consolidated financial statements and effectiveness of internal control over financial reporting, appearing in this Annual Report on Form 10-K.


/s/ Crowe, LLP

Columbus, Ohio

March 6, 2026

EXHIBIT 23.2

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statements on Form S-3 (No. 333-162279 and 333-160682) and Form S-8 (No. 333-273787) of Citizens & Northern Corporation and subsidiaries of our report dated March 11, 2024, except for Note 22, as to which the date is March 6, 2025, relating to the consolidated financial statements for the year ended December 31, 2023, which appears in this annual report on Form 10-K for the year ended December 31, 2025.


/s/ Baker Tilly US, LLP

Pittsburgh, Pennsylvania

March 6, 2026

EXHIBIT 31.1

CERTIFICATION

I, J. Bradley Scovill, certify that:

1.	I have reviewed this annual report on Form 10-K of Citizens & Northern Corporation;

2.	Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

3.	Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;

4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:

a)	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)	evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)	disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

a)	all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


March 6, 2026		By:	/s/ J. Bradley Scovill
Date			President and Chief Executive Officer

EXHIBIT 31.2

CERTIFICATION

I, Mark A. Hughes, certify that:

1.	I have reviewed this annual report on Form 10-K of Citizens & Northern Corporation;

2.	Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

3.	Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;

4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:

a)	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)	evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)	disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

a)	all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


March 6, 2026		By:	/s/ Mark A. Hughes
Date			Treasurer and Chief Financial Officer

EXHIBIT 32

SECTION 1350 CERTIFICATIONS

In connection with the Annual Report of Citizens & Northern Corporation (the “Corporation”) on Form 10-K for the year ended December 31, 2025, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), the undersigned hereby certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that to each of the undersigned’s best knowledge and belief:

(a)	the Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 as amended; and

(b)	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Corporation.


March 6, 2026		By:	/s/ J. Bradley Scovill
Date			President and Chief Executive Officer


March 6, 2026		By:	/s/ Mark A. Hughes
Date			Treasurer and Chief Financial Officer