10-Q - CZNC - Equibles

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended June 30, 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: 000-16084

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

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 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 definition 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 is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ⌧

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.

Common Stock ($1.00 par value)	15,514,943 Shares Outstanding on August 5, 2025

Table of Contents CITIZENS & NORTHERN CORPORATION – FORM 10-Q

CITIZENS & NORTHERN CORPORATION

Index


Part I. Financial Information
Item 1. Financial Statements
Consolidated Balance Sheets (Unaudited) –June 30, 2025 and December 31, 2024			Page 3
Consolidated Statements of Income (Unaudited) – Three-month and Six-month Periods Ended June 30, 2025 and 2024			Page 4

Consolidated Statements of Comprehensive Income (Unaudited) – Three-month and Six-month Periods Ended June 30, 2025 and 2024			Page 5
Consolidated Statements of Cash Flows (Unaudited) – Six-month Periods Ended June 30, 2025 and 2024			Page 6
Consolidated Statements of Changes in Stockholders’ Equity (Unaudited) – Three-month and Six-month Periods Ended June 30, 2025 and 2024			Page 7
Notes to Unaudited Consolidated Financial Statements			Pages 8 –32
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			Pages 33 – 55
Item 3. Quantitative and Qualitative Disclosures About Market Risk			Pages 56 – 58

Item 4. Controls and Procedures			Page 58
Part II. Other Information			Pages 59 – 61
Signatures			Page 62

Table of Contents CITIZENS & NORTHERN CORPORATION – FORM 10-Q

ITEM 1. FINANCIAL STATEMENTS

CONSOLIDATED BALANCE SHEETS

(In Thousands, Except Share and Per Share Data) (Unaudited)


	****	June 30,		****	December 31,
(In Thousands, Except Share and Per Share Data)		2025			2024
ASSETS
Cash and due from banks:
Noninterest-bearing		$	26,320		$	21,110
Interest-bearing			73,299			105,064
Total cash and due from banks			99,619			126,174
Available-for-sale debt securities, at fair value			406,052			402,380

Loans receivable			1,919,258			1,895,848
Allowance for credit losses			(21,699)			(20,035)
Loans, net			1,897,559			1,875,813

Bank-owned life insurance			52,138			51,214
Accrued interest receivable			8,719			8,735
Bank premises and equipment, net			21,195			21,338
Foreclosed assets held for sale			402			181
Deferred tax asset, net			17,346			19,098
Goodwill			52,505			52,505
Core deposit intangibles, net			1,868			2,080
Other assets			53,472			51,135
TOTAL ASSETS		$	2,610,875		$	2,610,653

LIABILITIES
Deposits:
Noninterest-bearing		$	507,317		$	486,566
Interest-bearing			1,602,459			1,607,343
Total deposits			2,109,776			2,093,909
Short-term borrowings			533			2,488
Long-term borrowings - FHLB advances			143,894			165,451
Senior notes, net			14,934			14,899
Subordinated debt, net			24,889			24,831
Accrued interest and other liabilities			30,492			33,791
TOTAL LIABILITIES			2,324,518			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 16,030,172 and outstanding 15,514,943 at June 30, 2025;
issued 16,030,172 and outstanding 15,433,494 at December 31, 2024			16,030			16,030
Paid-in capital			142,982			143,565
Retained earnings			169,521			165,778
Treasury stock, at cost; 515,229 shares at June 30, 2025 and 596,678
shares at December 31, 2024			(11,502)			(13,328)
Accumulated other comprehensive loss			(30,674)			(36,761)
TOTAL STOCKHOLDERS' EQUITY			286,357			275,284
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY		$	2,610,875		$	2,610,653

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

Table of Contents CITIZENS & NORTHERN CORPORATION – FORM 10-Q

Consolidated Statements of Income

(In Thousands Except Per Share Data) (Unaudited)


	****	Three Months Ended				Six Months Ended
		June 30,		June 30,		June 30,		June 30,
(In Thousands, Except Per Share Data)		2025		2024		2025		2024
INTEREST INCOME
Interest and fees on loans:
Taxable		$	28,051	$	27,490	$	55,554	$	54,193
Tax-exempt			602		594		1,194		1,139
Income from available-for-sale debt securities:
Taxable			2,329		2,137		4,631		4,273
Tax-exempt			579		560		1,152		1,113
Other interest and dividend income			893		545		1,632		944
Total interest and dividend income			32,454		31,326		64,163		61,662
INTEREST EXPENSE
Interest on deposits			9,284		9,314		18,876		18,205
Interest on short-term borrowings			1		360		1		957
Interest on long-term borrowings - FHLB advances			1,674		1,855		3,463		3,311
Interest on senior notes, net			120		120		241		240
Interest on subordinated debt, net			233		232		465		463
Total interest expense			11,312		11,881		23,046		23,176
Net interest income			21,142		19,445		41,117		38,486
Provision for credit losses			2,354		565		2,590		1,519
Net interest income after provision for credit losses			18,788		18,880		38,527		36,967
NONINTEREST INCOME
Trust revenue			1,967		2,014		4,069		3,911
Brokerage and insurance revenue			554		527		1,052		1,066
Service charges on deposit accounts			1,422		1,472		2,862		2,790
Interchange revenue from debit card transactions			1,218		1,089		2,254		2,102
Net gains from sale of loans			312		235		517		426
Loan servicing fees, net			173		130		311		360
Increase in cash surrender value of life insurance			466		444		923		914
Other noninterest income			2,030		1,943		3,162		2,960
Total noninterest income			8,142		7,854		15,150		14,529
NONINTEREST EXPENSE
Salaries and employee benefits			11,067		11,023		22,826		22,585
Net occupancy and equipment expense			1,403		1,333		2,862		2,783
Data processing and telecommunications expense			1,981		2,003		4,052		3,995
Automated teller machine and interchange expense			403		473		790		960
Pennsylvania shares tax			470		434		966		867
Professional fees			506		552		1,023		1,070
Merger-related expenses			167		0		167		0
Other noninterest expense			3,401		3,437		5,755		5,299
Total noninterest expense			19,398		19,255		38,441		37,559
Income before income tax provision			7,532		7,479		15,236		13,937
Income tax provision			1,415		1,366		2,826		2,518
NET INCOME		$	6,117	$	6,113	$	12,410	$	11,419
EARNINGS PER COMMON SHARE - BASIC AND DILUTED		$	0.40	$	0.40	$	0.80	$	0.74

The accompanying notes are an integral part of these unaudited consolidated financial statements. 4

Table of Contents CITIZENS & NORTHERN CORPORATION – FORM 10-Q

Consolidated Statements of Comprehensive Income

(In Thousands) (Unaudited)


	****	Three Months Ended				Six Months Ended
		June 30,		June 30,		June 30,		June 30,
(In Thousands)		2025		2024		2025		2024
Net income		$	6,117	$	6,113	$	12,410	$	11,419

Available-for-sale debt securities:
Unrealized holding gains (losses) on available-for-sale debt securities			2,609		(812)		7,778		(3,586)
Reclassification adjustment for losses (gains) realized in income			0		0		0		0
Other comprehensive income (loss) on available-for-sale debt securities			2,609		(812)		7,778		(3,586)

Unfunded pension and postretirement obligations:
Changes from plan amendments and actuarial gains and losses			0		0		69		394
Amortization of prior service cost, net actuarial gain and curtailment gain included in net periodic benefit cost			(22)		(20)		(44)		(510)
Other comprehensive (loss) income on pension and postretirement obligations			(22)		(20)		25		(116)

Other comprehensive income (loss) before income tax			2,587		(832)		7,803		(3,702)
Income tax related to other comprehensive (income) loss			(571)		177		(1,716)		778

Other comprehensive income (loss), net			2,016		(655)		6,087		(2,924)

Comprehensive income		$	8,133	$	5,458	$	18,497	$	8,495

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

Table of Contents CITIZENS & NORTHERN CORPORATION – FORM 10-Q

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In Thousands) (Unaudited)


	****	Six Months Ended
		June 30,		June 30,		****
(In Thousands)		2025		2024		****
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income		$	12,410	$	11,419
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for credit losses			2,590		1,519
Net amortization of securities			710		862
Increase in cash surrender value of life insurance			(923)		(914)
Depreciation and amortization of bank premises and equipment			1,115		1,054
Net accretion of purchase accounting adjustments			(60)		(128)
Stock-based compensation			656		716
Deferred income taxes			36		(156)
Decrease in fair value of servicing rights			101		43
Net gains from sale of loans			(517)		(426)
Origination of loans held for sale			(17,775)		(13,829)
Proceeds from sales of loans held for sale			16,713		13,033
Increase in accrued interest receivable and other assets			(88)		(300)
(Decrease) increase in accrued interest and other liabilities			(4,947)		1,363
Other			75		106
Net Cash Provided by Operating Activities			10,096		14,362
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from maturities of certificates of deposit			250		250
Proceeds from calls and maturities of available-for-sale debt securities			20,897		18,174
Purchase of available-for-sale debt securities			(17,501)		(8,012)
Redemption of Federal Home Loan Bank of Pittsburgh stock			946		5,241
Purchase of Federal Home Loan Bank of Pittsburgh stock			(320)		(6,491)
Purchase of Federal Reserve Bank stock			(22)		(24)
Net increase in loans			(24,008)		(45,120)
Purchase of premises and equipment			(1,027)		(1,404)
Proceeds from sale of foreclosed assets			58		293
Other			18		28
Net Cash Used in Investing Activities			(20,709)		(37,065)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net increase in deposits			15,867		44,507
Net decrease in short-term borrowings			(1,955)		(17,000)
Proceeds from long-term borrowings - FHLB advances			0		59,386
Repayments of long-term borrowings - FHLB advances			(21,557)		(12,055)
Purchases of treasury stock			(208)		(595)
Common dividends paid			(7,839)		(7,756)
Net Cash (Used in) Provided by Financing Activities			(15,692)		66,487
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS			(26,305)		43,784
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD			123,574		52,778
CASH AND CASH EQUIVALENTS, END OF PERIOD		$	97,269	$	96,562
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Assets acquired through foreclosure of real estate loans		$	231	$	0
Increase in other assets from surrender of bank-owned life insurance		$	0	$	14,289
Leased assets obtained in exchange for new operating lease liabilities		$	1,126	$	187
Interest paid		$	23,615	$	22,399
Income taxes paid		$	4,833	$	2,716

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

Table of Contents CITIZENS & NORTHERN CORPORATION – FORM 10-Q

Consolidated Statements of Changes in Stockholders’ Equity

(In Thousands, Except Share and Per Share Data) (Unaudited)


														Accumulated
														Other
	Common	****	Treasury	****	Common		****	Paid-in		****	Retained		****	Comprehensive		****	Treasury
Three Months Ended June 30, 2025	Shares	****	Shares	****	Stock		****	Capital		****	Earnings		****	Loss		****	Stock		****	Total
Balance, March 31, 2025	16,030,172	****	547,324		$	16,030		$	142,968		$	167,741		$	(32,690)		$	(12,218)		$	281,831
Net income												6,117									6,117
Other comprehensive income, net															2,016						2,016
Cash dividends declared on common stock, .28 per share												(4,337)									(4,337)
Shares issued for dividend reinvestment plan			(20,352)						(54)									453			399
Restricted stock granted			(12,700)						(284)									284			0
Forfeiture of restricted stock			957						21									(21)			0
Stock-based compensation expense									331												331
Balance, June 30, 2025	16,030,172	****	515,229		$	16,030		$	142,982		$	169,521		$	(30,674)		$	(11,502)		$	286,357

Three Months Ended June 30, 2024
Balance, March 31, 2024	16,030,172	****	652,107		$	16,030		$	143,016		$	158,051		$	(40,706)		$	(14,735)		$	261,656
Net income												6,113									6,113
Other comprehensive loss, net															(655)						(655)
Cash dividends declared on common stock, .28 per share												(4,305)									(4,305)
Shares issued for dividend reinvestment plan			(21,902)						(90)									495			405
Forfeiture of restricted stock			1,489						36									(36)			0
Stock-based compensation expense									390												390
Purchase of restricted stock for tax withholding			22,496															(383)			(383)
Balance, June 30, 2024	16,030,172	****	654,190		$	16,030		$	143,352		$	159,859		$	(41,361)		$	(14,659)		$	263,221

All values are in US Dollars.


										Accumulated
										Other
	Common		Treasury	Common		Paid-in		Retained		Comprehensive		Treasury
Six Months Ended June 30, 2025	Shares		Shares	Stock		Capital		Earnings		Loss		Stock		Total
Balance, December 31, 2024	16,030,172	****	596,678	$	16,030	$	143,565	$	165,778	$	(36,761)	$	(13,328)	$	275,284
Net income									12,410						12,410
Other comprehensive income, net											6,087				6,087
Cash dividends declared on common stock, .56 per share									(8,667)						(8,667)
Shares issued for dividend reinvestment plan			(38,743)				(69)						864		795
Restricted stock granted			(55,661)				(1,243)						1,243		0
Forfeiture of restricted stock			3,222				73						(73)		0
Stock-based compensation expense							656								656
Purchase of restricted stock for tax withholding			9,733										(208)		(208)
Balance, June 30, 2025	16,030,172	****	515,229	$	16,030	$	142,982	$	169,521	$	(30,674)	$	(11,502)	$	286,357

Six Months Ended June 30, 2024
Balance, December 31, 2023	16,030,172	****	735,037	$	16,030	$	144,388	$	157,028	$	(38,437)	$	(16,628)	$	262,381
Net income									11,419						11,419
Other comprehensive loss, net											(2,924)				(2,924)
Cash dividends declared on common stock, .56 per share									(8,588)						(8,588)
Shares issued for dividend reinvestment plan			(42,788)				(156)						968		812
Restricted stock granted			(72,860)				(1,646)						1,646		0
Forfeiture of restricted stock			2,076				50						(50)		0
Stock-based compensation expense							716								716
Purchase of restricted stock for tax withholding			10,229										(212)		(212)
Treasury stock purchases			22,496										(383)		(383)
Balance, June 30, 2024	16,030,172	****	654,190	$	16,030	$	143,352	$	159,859	$	(41,361)	$	(14,659)	$	263,221

All values are in US Dollars.

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

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CITIZENS & NORTHERN CORPORATION – FORM 10-Q

Notes to Unaudited Consolidated Financial Statements

BASIS OF INTERIM PRESENTATION AND STATUS OF RECENT ACCOUNTING PRONOUNCEMENTS

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”). The consolidated financial statements also include 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.

The consolidated financial information included herein, except the consolidated balance sheet dated December 31, 2024, is unaudited. Such information reflects all adjustments (consisting solely of normal recurring adjustments) that are, in the opinion of management, necessary for a fair presentation of the financial position, results of operations, comprehensive income, cash flows and changes in stockholders’ equity for the interim periods; however, the information does not include all disclosures required by accounting principles generally accepted in the United States of America (“U.S. GAAP”) for a complete set of financial statements.

Operating results reported for the six-month period ended June 30, 2025 might not be indicative of the results for the year ending December 31, 2025. The Corporation evaluates subsequent events through the date of filing with the Securities and Exchange Commission.

RECENT ACCOUNTING PRONOUNCEMENTS

The Financial Accounting Standards Board (FASB) issues Accounting Standard Updates (ASUs) to communicate changes to the FASB Accounting Standards 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 consolidated financial statements issued in the foreseeable future.

Recently Issued but Not Yet Effective Accounting Pronouncements

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. ASU No. 2023-09 is effective for public business entities for annual periods beginning after December 15, 2024. The ASU may be adopted on a prospective or retrospective basis and early adoption is permitted. The Corporation is currently evaluating the impact the new guidance will have on disclosures related to income taxes; however, management does not expect it will have a significant impact on its consolidated financial statements.

In December 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. The Corporation is currently evaluating the impact of the standard to our consolidated financial statement disclosures.

PER SHARE DATA

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 share are the same because there are no potential dilutive shares of common stock outstanding.

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CITIZENS & NORTHERN CORPORATION – FORM 10-Q


(In Thousands, Except Share and Per Share Data)	Three Months Ended				****	Six Months Ended				****
	June 30,		June 30,			June 30,		June 30,
	2025		2024			2025		2024

Net income	$	6,117	$	6,113		$	12,410	$	11,419
Less: Dividends and undistributed earnings allocated to participating securities		(49)		(47)			(100)		(86)
Net income attributable to common shares	$	6,068	$	6,066		$	12,310	$	11,333
Weighted-average common shares outstanding		15,359,004		15,264,533			15,348,824		15,247,557
Earnings per common share - Basic and Diluted	$	0.40	$	0.40		$	0.80	$	0.74
Weighted-average nonvested restricted shares outstanding		123,844		118,605			124,570		115,844

3. COMPREHENSIVE INCOME

Comprehensive income 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
Three Months Ended June 30, 2025	****		****
Available-for-sale debt securities:
Unrealized holding gains on available-for-sale debt securities		$	2,609		$	(576)		$	2,033
Reclassification adjustment for (gains) realized in income			0			0			0
Other comprehensive income from available-for-sale debt securities			2,609			(576)			2,033
Unfunded pension and postretirement obligations:
Amortization of prior service cost and net actuarial loss included in net periodic benefit cost			(22)			5			(17)
Other comprehensive loss on unfunded retirement obligations			(22)			5			(17)
Total other comprehensive income		$	2,587		$	(571)		$	2,016


(In Thousands)	****	Before-Tax		****	Income Tax		****	Net-of-Tax
		Amount			Effect			Amount
Three Months Ended June 30, 2024	****		****
Available-for-sale debt securities:
Unrealized holding losses on available-for-sale debt securities		$	(812)		$	173		$	(639)
Reclassification adjustment for (gains) realized in income			0			0			0
Other comprehensive loss from available-for-sale debt securities			(812)			173			(639)
Unfunded pension and postretirement obligations:
Amortization of prior service cost and net actuarial loss included in net periodic benefit cost			(20)			4			(16)
Other comprehensive loss on unfunded retirement obligations			(20)			4			(16)
Total other comprehensive loss		$	(832)		$	177		$	(655)


(In Thousands)	****	Before-Tax		****	Income Tax		****	Net-of-Tax
		Amount			Effect			Amount
Six Months Ended June 30, 2025
Available-for-sale debt securities:
Unrealized holding gains on available-for-sale debt securities		$	7,778			(1,711)		$	6,067
Reclassification adjustment for (gains) realized in income			0			0			0
Other comprehensive income from available-for-sale debt securities			7,778			(1,711)			6,067
Unfunded pension and postretirement obligations:
Changes from plan amendments and actuarial gains and losses			69			(15)			54
Amortization of prior service cost and net actuarial gain included in net periodic benefit cost			(44)			10			(34)
Other comprehensive income on unfunded retirement obligations			25			(5)			20
Total other comprehensive income		$	7,803		$	(1,716)		$	6,087

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CITIZENS & NORTHERN CORPORATION – FORM 10-Q


(In Thousands)	****	Before-Tax		****	Income Tax		****	Net-of-Tax
		Amount			Effect			Amount
Six Months Ended June 30, 2024
Available-for-sale debt securities:
Unrealized holding losses on available-for-sale debt securities		$	(3,586)		$	754		$	(2,832)
Reclassification adjustment for (gains) realized in income			0			0			0
Other comprehensive loss from available-for-sale debt securities			(3,586)			754			(2,832)
Unfunded pension and postretirement obligations:
Changes from plan amendments and actuarial gains and losses			394			(83)			311
Amortization of prior service cost and net actuarial loss and curtailment gain included in net periodic benefit cost			(510)			107			(403)
Other comprehensive loss on unfunded retirement obligations			(116)			24			(92)
Total other comprehensive loss		$	(3,702)		$	778		$	(2,924)

The amounts shown in the table immediately above are included in the following line items in the consolidated statements of income:


		Affected Line Item in the
Description	****	Consolidated Statements of Income
Amortization of prior service cost and net actuarial gain and curtailment gain included in net periodic benefit cost (before-tax)		Other noninterest expense
Income tax effect		Income tax provision

Changes in the components of accumulated other comprehensive (loss) income are as follows and are presented net of tax:


(In Thousands)	****	Unrealized		****				Accumulated
		(Losses)			Unfunded			Other
	****	Gains		****	Retirement		****	Comprehensive
	****	on Securities		****	Obligations		****	(Loss) Income
Three Months Ended June 30, 2025
Balance, beginning of period		$	(33,050)		$	360		$	(32,690)
Other comprehensive income during three months ended June 30, 2025			2,033			(17)			2,016
Balance, end of period		$	(31,017)		$	343		$	(30,674)

Three Months Ended June 30, 2024
Balance, beginning of period		$	(41,071)		$	365		$	(40,706)
Other comprehensive loss during three months ended June 30, 2024			(639)			(16)			(655)
Balance, end of period		$	(41,710)		$	349		$	(41,361)


(In Thousands)	****	Unrealized		****				Accumulated
		(Losses)			Unfunded			Other
	****	Gains		****	Retirement		****	Comprehensive
	****	on Securities		****	Obligations		****	(Loss) Income
Six Months Ended June 30, 2025
Balance, beginning of period		$	(37,084)		$	323		$	(36,761)
Other comprehensive income during six months ended June 30, 2025			6,067			20			6,087
Balance, end of period		$	(31,017)		$	343		$	(30,674)

Six Months Ended June 30, 2024
Balance, beginning of period		$	(38,878)		$	441		$	(38,437)
Other comprehensive loss during six months ended June 30, 2024			(2,832)			(92)			(2,924)
Balance, end of period		$	(41,710)		$	349		$	(41,361)

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CITIZENS & NORTHERN CORPORATION – FORM 10-Q

CASH AND DUE FROM BANKS

Cash and due from banks at June 30, 2025 and December 31, 2024 include the following:


(In Thousands)	****	June 30,		****	December 31,		****
		2025			2024
Cash and cash equivalents		$	97,269		$	123,574
Certificates of deposit			2,350			2,600
Total cash and due from banks		$	99,619		$	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.

SECURITIES

Amortized cost and fair value of available-for-sale debt securities at June 30, 2025 and December 31, 2024 are summarized as follows. No allowance for credit losses was recorded at June 30, 2025 and December 31, 2024.


(In Thousands)	****	June 30, 2025
					Gross			Gross
					Unrealized			Unrealized
	****	Amortized		****	Holding		****	Holding		****	Fair
	****	Cost		****	Gains		****	Losses		****	Value

Obligations of the U.S. Treasury		$	8,057		$	0		$	(683)		$	7,374
Obligations of U.S. Government agencies			9,790			0			(794)			8,996
Bank holding company debt securities			28,961			0			(3,194)			25,767
Obligations of states and political subdivisions:
Tax-exempt			109,330			218			(11,588)			97,960
Taxable			50,499			0			(7,281)			43,218
Mortgage-backed securities issued or guaranteed by U.S. Government agencies or sponsored agencies:
Residential pass-through securities			100,257			158			(6,885)			93,530
Residential collateralized mortgage obligations			53,465			271			(2,607)			51,129
Commercial mortgage-backed securities			74,380			5			(7,377)			67,008
Private label commercial mortgage-backed securities			5,578			6			(4)			5,580
Asset-backed securities,
Collateralized loan obligations			5,500			0			(10)			5,490
Total available-for-sale debt securities		$	445,817		$	658		$	(40,423)		$	406,052

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CITIZENS & NORTHERN CORPORATION – FORM 10-Q


(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

The following table presents gross unrealized losses and fair value of available-for-sale debt securities with unrealized loss positions aggregated by length of time that individual securities have been in a continuous unrealized loss position at June 30, 2025 and December 31, 2024 for which an allowance for credit losses has not been recorded:


June 30, 2025		Less Than 12 Months						12 Months or More						Total
(In Thousands)		Fair			Unrealized			Fair			Unrealized			Fair			Unrealized
	****	Value		****	Losses		****	Value		****	Losses		****	Value		****	Losses
Obligations of the U.S. Treasury		$	0		$	0		$	7,374			(683)		$	7,374		$	(683)
Obligations of U.S. Government agencies			0			0			8,996			(794)			8,996			(794)
Bank holding company debt securities			0			0			25,767			(3,194)			25,767			(3,194)
Obligations of states and political subdivisions:
Tax-exempt			4,436			(100)			87,988			(11,488)			92,424			(11,588)
Taxable			0			0			43,158			(7,281)			43,158			(7,281)
Mortgage-backed securities issued or guaranteed by U.S. Government agencies or sponsored agencies:
Residential pass-through securities			12,450			(101)			61,668			(6,784)			74,118			(6,885)
Residential collateralized mortgage obligations			6,312			(39)			25,058			(2,568)			31,370			(2,607)
Commercial mortgage-backed securities			0			0			64,647			(7,377)			64,647			(7,377)
Private label commercial mortgage-backed securities			3,447			(4)			0			0			3,447			(4)
Asset-backed securities,
Collateralized loan obligations			2,490			(10)			0			0			2,490			(10)
Total		$	29,135		$	(254)		$	324,656		$	(40,169)		$	353,791		$	(40,423)

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CITIZENS & NORTHERN CORPORATION – FORM 10-Q


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 $40,423,000 at June 30, 2025 and $47,806,000 at December 31, 2024. At June 30, 2025, the Corporation did 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 increases in market interest rates that have occurred subsequent to the purchase of most of the securities.

At June 30, 2025 and December 31, 2024, management performed an assessment for possible 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 June 30, 2025 and December 31, 2024, all of the Corporation’s holdings of bank holding company debt securities, obligations of states and political subdivisions, private label commercial mortgage-backed securities and collateralized loan obligations 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 June 30, 2025 and December 31, 2024.

There were no gross realized gains and losses from the sale of available-for-sale debt securities for the three and six months ended June 30, 2025 and 2024.

The amortized cost and fair value of available-for-sale debt securities by contractual maturity are shown in the following table as of June 30, 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

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CITIZENS & NORTHERN CORPORATION – FORM 10-Q


(In Thousands)		June 30, 2025
		Amortized			Fair
	****	Cost		****	Value
Due in one year or less		$	4,740		$	4,712
Due from one year through five years			34,733			32,898
Due from five years through ten years			80,493			73,131
Due after ten years			86,671			72,574
Sub-total			206,637			183,315
Mortgage-backed securities issued or guaranteed by U.S. Government agencies or sponsored agencies:
Residential pass-through securities			100,257			93,530
Residential collateralized mortgage obligations			53,465			51,129
Commercial mortgage-backed securities			74,380			67,008
Private label commercial mortgage-backed securities			5,578			5,580
Asset-backed securities,
Collateralized loan obligations			5,500			5,490
Total		$	445,817		$	406,052

The Corporation’s mortgage-backed securities, collateralized mortgage obligations and asset-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, collateralized mortgage obligations and asset-backed securities are shown in one period.

Investment securities carried at $162,406,000 at June 30, 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. See Note 8 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 $14,392,000 at June 30, 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 June 30, 2025 and December 31, 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.

C&N Bank is 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 $6,321,000 at June 30, 2025 and $6,299,000 at December 31, 2024.

The Corporation has a marketable equity security included in other assets in the consolidated balance sheets with a carrying value of $878,000 at June 30, 2025 and $863,000 December 31, 2024, consisting exclusively of one mutual fund. There was an unrealized loss on the mutual fund of $122,000 at June 30, 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 $2,000 in the second quarter of 2025 and a loss of $9,000 in the second quarter of 2024, a gain of $15,000 in the six-month period ended June 30, 2025 and a loss of $13,000 in the six-month period ended June 30, 2024. 14

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CITIZENS & NORTHERN CORPORATION – FORM 10-Q

LOANS AND ALLOWANCE FOR CREDIT LOSSES

Loans receivable at June 30, 2025 and December 31, 2024 are summarized as follows:

Summary of Loans by Type

(In Thousands)


	****	June 30,		****	December 31,		****
		2025			2024		****
Commercial real estate - non-owner occupied		$	757,961		$	739,565
Commercial real estate - owner occupied			261,157			261,071
All other commercial loans			430,499			423,277
Residential mortgage loans			398,496			408,009
Consumer loans			71,145			63,926
Total			1,919,258			1,895,848
Less: allowance for credit losses on loans			(21,699)			(20,035)
Loans, net		$	1,897,559		$	1,875,813

In the table above, outstanding loan balances are presented net of deferred loan origination fees, net, of $3,963,000 at June 30, 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 tables present an analysis of past due loans as of June 30, 2025 and December 31, 2024:


(In Thousands)	As of June 30, 2025
	Past Due		Past Due
	30-89		90+ Days		Nonaccrual		Current		Total
	Days		Still Accruing		Loans		Loans		Loans
Commercial real estate - non-owner occupied	$	0	$	0	$	6,634	$	751,327	$	757,961
Commercial real estate - owner occupied		0		0		4,801		256,356		261,157
All other commercial loans		428		34		9,761		420,276		430,499
Residential mortgage loans		971		0		3,718		393,807		398,496
Consumer loans		322		52		276		70,495		71,145
Total	$	1,721	$	86	$	25,190	$	1,892,261	$	1,919,258


(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. 15

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CITIZENS & NORTHERN CORPORATION – FORM 10-Q

The following table presents the amortized cost of loans by credit quality indicators by year of origination as of June 30, 2025:


(In Thousands)	Term Loans by Year of Origination
	2025		2024		2023		2022		2021		Prior		Revolving		Total
Commercial real estate - non-owner occupied
Pass	$	39,728	$	60,105	$	108,529	$	150,836	$	76,073	$	276,720	$	0	$	711,991
Special Mention		231		0		1,133		16,077		2,132		8,773		0		28,346
Substandard		0		109		263		9,823		0		7,429		0		17,624
Doubtful		0		0		0		0		0		0		0		0
Total commercial real estate - non-owner occupied	$	39,959	$	60,214	$	109,925	$	176,736	$	78,205	$	292,922	$	0	$	757,961
Year-to-date gross charge-offs	$	0	$	0	$	0	$	0	$	0	$	9	$	0	$	9
Commercial real estate - owner occupied
Pass	$	15,683	$	25,356	$	31,955	$	50,639	$	47,927	$	77,267	$	0	$	248,827
Special Mention		0		265		381		834		0		2,352		0		3,832
Substandard		0		0		0		0		2,267		6,231		0		8,498
Doubtful		0		0		0		0		0		0		0		0
Total commercial real estate - owner occupied	$	15,683	$	25,621	$	32,336	$	51,473	$	50,194	$	85,850	$	0	$	261,157
Year-to-date gross charge-offs	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0
All other commercial loans
Pass	$	37,842	$	63,915	$	66,682	$	39,311	$	40,439	$	44,975	$	113,670	$	406,834
Special Mention		30		308		38		132		0		2,710		9,021		12,239
Substandard		0		0		0		3,478		4,896		1,254		1,798		11,426
Doubtful		0		0		0		0		0		0		0		0
Total all other commercial loans	$	37,872	$	64,223	$	66,720	$	42,921	$	45,335	$	48,939	$	124,489	$	430,499
Year-to-date gross charge-offs	$	0	$	0	$	0	$	0	$	333	$	0	$	208	$	541
Residential mortgage loans
Pass	$	14,147	$	41,141	$	44,812	$	77,310	$	48,054	$	168,679	$	0	$	394,143
Special Mention		0		0		0		0		0		0		0		0
Substandard		0		0		379		0		12		3,962		0		4,353
Doubtful		0		0		0		0		0		0		0		0
Total residential mortgage loans	$	14,147	$	41,141	$	45,191	$	77,310	$	48,066	$	172,641	$	0	$	398,496
Year-to-date gross charge-offs	$	0	$	0	$	0	$	0	$	0	$	5	$	0	$	5
Consumer loans
Pass	$	1,526	$	2,758	$	2,442	$	2,191	$	675	$	1,033	$	59,943	$	70,568
Special Mention		0		0		0		0		0		0		0		0
Substandard		0		0		3		2		0		67		505		577
Doubtful		0		0		0		0		0		0		0		0
Total consumer loans	$	1,526	$	2,758	$	2,445	$	2,193	$	675	$	1,100	$	60,448	$	71,145
Year-to-date gross charge-offs	$	0	$	0	$	24	$	38	$	0	$	0	$	82	$	144
Total Loans
Pass	$	108,926	$	193,275	$	254,420	$	320,287	$	213,168	$	568,674	$	173,613	$	1,832,363
Special Mention		261		573		1,552		17,043		2,132		13,835		9,021		44,417
Substandard		0		109		645		13,303		7,175		18,943		2,303		42,478
Doubtful		0		0		0		0		0		0		0		0
Total	$	109,187	$	193,957	$	256,617	$	350,633	$	222,475	$	601,452	$	184,937	$	1,919,258
Year-to-date gross charge-offs	$	0	$	0	$	24	$	38	$	333	$	14		290	$	699

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CITIZENS & NORTHERN CORPORATION – FORM 10-Q

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

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The following tables are a summary of the Corporation’s nonaccrual loans by major categories for the periods indicated.


	June 30, 2025
	Nonaccrual Loans with		Nonaccrual Loans		Total Nonaccrual
(In Thousands)	No Allowance		with an Allowance		Loans
Commercial real estate - non-owner occupied	$	6,634	$	0	$	6,634
Commercial real estate - owner occupied		4,562		239		4,801
All other commercial loans		9,761		0		9,761
Residential mortgage loans		3,718		0		3,718
Consumer loans		276		0		276
Total	$	24,951	$	239	$	25,190


		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 interest income on nonaccrual loans of $227,000 and $457,000 in the three and six months ended June 30, 2025, respectively and $285,000 and $516,000 in the three and six months ended June 30, 2024, respectively.

The following table represents the accrued interest receivable written off by reversing interest income during the three-month and six-month periods ended June 30, 2025 and 2024:


	Three Months Ended		Three Months Ended		Six Months Ended		Six Months Ended
(In Thousands)	June 30, 2025		June 30, 2024		June 30, 2025		June 30, 2024
Commercial real estate - non-owner occupied	$	0	$	7	$	0	$	19
Commercial real estate - owner occupied		51		10		51		10
All other commercial loans		0		2		0		118
Residential mortgage loans		3		5		8		18
Consumer loans		0		2		0		4
Total	$	54	$	26	$	59	$	169

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. This category also included commercial construction and land loans and some commercial lines of credit that 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.
---	---

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●	Consumer loans are generally secured by automobiles, motorcycles, recreational vehicles and other personal property. Some consumer loans are unsecured and have no underlying collateral.

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 allocated to these loans:


	June 30, 2025				December 31, 2024
	Amortized				Amortized
(In Thousands)	Cost		Allowance		Cost		Allowance
Commercial real estate - non-owner occupied	$	6,634	$	0	$	7,370	$	0
Commercial real estate - owner occupied		4,801		9		6,749		122
All other commercial loans		9,761		0		16,006		0
Total	$	21,196	$	9	$	30,125	$	122

Allowance for Credit Losses

The allowance for credit losses (“ACL”) on loans represents management’s estimate of lifetime credit losses inherent in loans as of the consolidated balance sheet date. The ACL on loans includes two primary components: (i) an allowance established on loans which share similar risk characteristics which are collectively evaluated for credit losses, 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.

Management determines the ACL on loans that are collectively evaluated by considering the following: (a) the weighted-average remaining maturity (WARM) method is used to estimate credit losses, based on the Corporation’s historical loss experience, for pools of loans with similar risk and cash flow characteristics; (b) subjective adjustments are made, generally increasing the ACL, for qualitative risk factors that are deemed likely to cause estimated credit losses to differ from historical experience; and (c) an additional adjustment to expected credit losses is made, based on an economic forecast, and applied for the first 2 years of the weighted-average remaining life of the portfolio.

The following table summarizes the activity related to the allowance for credit losses for the three and six months ended June 30, 2025 and 2024.


	Commercial		Commercial		All
	real estate -		real estate -		other		Residential
	nonowner		owner		commercial		mortgage		Consumer
(In Thousands)	occupied		occupied		loans		loans		loans		Total
Balance, March 31, 2025	$	12,060	$	2,769	$	3,594	$	1,281	$	468	$	20,172
Charge-offs		(9)		0		(541)		(5)		(27)		(582)
Recoveries		0		0		1		1		32		34
Provision (credit) for credit losses on loans		1,042		286		837		37		(127)		2,075
Balance, June 30, 2025	$	13,093	$	3,055	$	3,891	$	1,314	$	346	$	21,699


	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
Charge-offs		(9)		0		(541)		(5)		(144)		(699)
Recoveries		0		0		2		2		56		60
Provision (credit) for credit losses on loans		1,138		211		1,069		(39)		(76)		2,303
Balance, June 30, 2025	$	13,093	$	3,055	$	3,891	$	1,314	$	346	$	21,699

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	Commercial		Commercial		All
	real estate -		real estate -		other		Residential
	nonowner		owner		commercial		mortgage		Consumer
(In Thousands)	occupied		occupied		loans		loans		loans		Total
Balance, March 31, 2024	$	12,533	$	2,718	$	3,580	$	769	$	423	$	20,023
Charge-offs		(117)		0		0		0		(119)		(236)
Recoveries		0		0		15		0		14		29
Provision (credit) for credit losses on loans		(239)		183		83		343		196		566
Balance, June 30, 2024	$	12,177	$	2,901	$	3,678	$	1,112	$	514	$	20,382


	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		(117)		0		(60)		0		(239)		(416)
Recoveries		0		0		35		3		26		64
Provision (credit) for credit losses on loans		284		785		785		(655)		327		1,526
Balance, June 30, 2024	$	12,177	$	2,901	$	3,678	$	1,112	$	514	$	20,382

The ACL on loans individually evaluated decreased to $9,000 at June 30, 2025 from $122,000 at December 31, 2024. At June 30, 2025, there were loans to one borrower with a total amortized cost basis of $239,000 for which an individual ACL was recorded. At December 31, 2024, there were loans to one borrower with a total amortized cost basis of $258,000 for which an individual ACL was recorded.

The ACL on loans collectively evaluated was $21,690,000 at June 30, 2025, up from $19,913,000 at December 31, 2024. The increase in the collectively evaluated portion of the ACL at June 30, 2025 as compared to December 31, 2024 included a net increase related to changes in qualitative adjustments and in an economic forecast, partially offset by a decrease in the portion of the ACL based on the WARM method estimated losses resulting partially from a reduction in the estimated average life of the portfolio.

Modifications Made to Borrowers Experiencing Financial Difficulty

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. During the three and six months ended June 30, 2025 and June 30, 2024, the Corporation made no modifications of loans to borrowers experiencing financial difficulty.

The following table presents the performance of such loans that have been modified in the twelve-month period preceding June 30, 2025 and the twelve-month period preceding June 30, 2024 (in thousands):


(In Thousands)		Payment Status (Amortized Cost Basis)
June 30, 2025	****	Current or Past Due Less than 30 Days		****	90+ Days Past Due		****	Total
Commercial real estate - non-owner occupied		$	2,585		$	0		$	2,585
Commercial real estate - owner occupied			217			0			217
Total		$	2,802		$	0		$	2,802


(In Thousands)		Payment Status (Amortized Cost Basis)
June 30, 2024	****	Current or Past Due Less than 30 Days		****	90+ Days Past Due		****	Total
Commercial real estate - non-owner occupied		$	2,504		$	1,381		$	3,885

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Included in performance of loans modified in the twelve-month period preceding June 30, 2025 table above, was one loan secured by non-owner occupied commercial real estate with an amortized cost basis of $1,790,000 that was in nonaccrual status at June 30, 2025.

For the loan secured by non-owner occupied real estate with an amortized cost basis of $1,790,000 at June 30, 2025, 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. There was no specific ACL on this loan at June 30, 2025 and December 31, 2024.

The loan that was past due more than 90 days at June 30, 2024 in the table above was in default with its modified terms at June 30, 2024. The Corporation received payments totaling $258,000 in the twelve-month period ended June 30, 2025, all of which were applied to principal. The amortized cost basis of the loan was $1,123,000 at June 30, 2025.

The Corporation had no commitments to lend any additional funds on modified loans during the three and six months ended June 30, 2025 and 2024, and the Corporation had no loans that defaulted during the three and six months ended June 30, 2025 and 2024 that 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 unaudited consolidated balance sheets) is as follows:


(In Thousands)	June 30,		December 31,
	2025		2024
Foreclosed residential real estate	$	246	$	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)	June 30,		December 31,
	2025		2024
Residential real estate in process of foreclosure	$	445	$	717

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. The contract amounts of these financial instruments at June 30, 2025 and December 31, 2024 are as follows:


		June 30,			December 31,
(In Thousands)	****	2025		****	2024
Commitments to extend credit		$	408,779		$	380,003
Standby letters of credit			65,258			64,586

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). The allowance for off-balance sheet credit exposures is adjusted through the provision for credit losses. 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 $742,000 at June 30, 2025 and $455,000 at December 31, 2024, is included in accrued interest and other liabilities on the unaudited consolidated balance sheets.

The following table presents the balance and activity in the allowance for credit losses for off-balance sheet exposures for the three and six months ended June 30, 2025 and 2024:

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		Three Months Ended				Six Months Ended
(In Thousands)	June 30, 2025		June 30, 2024		June 30, 2025		June 30, 2024
Beginning Balance	$	463	$	684	$	455	$	690
Provision (credit) for unfunded commitments		279		(1)		287		(7)
Ending Balance, June 30	$	742	$	683	$	742	$	683

GOODWILL AND CORE DEPOSIT INTANGIBLES, NET

Goodwill represents the excess of the cost of acquisitions over the fair value of the net assets acquired. At June 30, 2025 and December 31, 2024, the net carrying value of goodwill was $52,505,000.

Information related to core deposit intangibles is as follows:


(In Thousands)	****	June 30,		****	December 31,		****
		2025			2024		****
Gross amount		$	6,639		$	6,639
Accumulated amortization			(4,771)			(4,559)
Net		$	1,868		$	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)	Three Months Ended				Six Months Ended
	June 30,		June 30,		June 30,		June 30,
	2025		2024		2025		2024
Amortization expense	$	106	$	98	$	212	$	195

BORROWED FUNDS

SHORT-TERM BORROWINGS

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


(In Thousands)	****	June 30,		****	December 31,
		2025			2024
FHLB-Pittsburgh borrowings		$	0		$	0
Customer repurchase agreements			533			2,488
Total short-term borrowings		$	533		$	2,488

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 both June 30, 2025 and December 31, 2024. The carrying value of the underlying securities was $540,000 at June 30, 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 $1,387,317,000 at June 30, 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 in the consolidated balance sheets) were $14,392,000 at June 30, 2025 and $15,018,000 at December 31, 2024. The Corporation’s total credit facility with FHLB-Pittsburgh was $945,619,000 at June 30, 2025, including an unused (available) amount of $780,008,000 and outstanding credit facilities of $165,611,000 which included long-term borrowings with par values totaling $143,894,000 and letters of credit totaling $21,717,000. At December 31, 2024, the Corporation’s total credit facility with FHLB- 22

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Pittsburgh was $938,691,000, including an unused (available) amount of $749,999,000 and outstanding credit facilities of $188,692,000 which included long-term borrowings with par values totaling $165,451,000 and letters of credit totaling $23,241,000.

The Corporation had available credit with other correspondent banks totaling $75,000,000 at June 30, 2025 and December 31, 2024. These lines of credit are primarily unsecured. No amounts were outstanding at June 30, 2025 or December 31, 2024.

The Corporation has a line of credit with the Federal Reserve Bank of Philadelphia’s Discount Window. At June 30, 2025, the Corporation had available credit in the amount of $17,545,000 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 $18,305,000 at June 30, 2025 and $18,881,000 at December 31, 2024.

LONG-TERM BORROWINGS – FHLB ADVANCES

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


(In Thousands)	****	June 30,		****	December 31,
		2025			2024
Loans maturing in 2025 with a weighted-average rate of 4.30%			22,959			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		$	143,894		$	165,451

Note: Weighted-average rates are presented as of June 30, 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 $17,000 in the second quarter 2025 and $35,000 for the six-month ended June 30, 2025 and $17,000 in the second quarter 2024 and $34,000 for the six-month ended June 30, 2024 was included in interest expense on senior notes, net in the unaudited consolidated statements of income.

At June 30, 2025 and December 31, 2024, outstanding Senior Notes are as follows:


(In Thousands)	****	June 30,		****	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		$	14,934		$	14,899
Total carrying value		$	14,934		$	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 23

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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 $29,000 in the second quarter 2025 and $58,000 for the six-month period ended June 30, 2025 and $28,000 in the second quarter 2024 and $56,000 for the six-month period ended June 30, 2024, was included in interest expense on subordinated debt, net in the unaudited consolidated statements of income.

At June 30, 2025 and December 31, 2024, the carrying amounts of subordinated debt agreements are as follows:


(In Thousands)	****	June 30,		****	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		$	24,889		$	24,831
Total carrying value		$	24,889		$	24,831

STOCK-BASED COMPENSATION PLANS

The Corporation has a stock incentive plan for selected officers and the independent directors. The Corporation made second quarter 2025 restricted stock awards to independent directors that vest ratably over one year and made restricted stock awards to employees that vest ratably over three years in the six-month period ended June 30, 2025. Following is a summary of restricted stock awards granted in the six-month period ended June 30, 2025:


(Dollars in Thousands)	****		****	Aggregate
				Grant
				Date
		Number of		Fair
		Shares		Value
Six Months Ended June 30, 2025 awards:
Time-based awards to independent directors		12,700		$	250
Time-based awards to employees		31,113			684
Performance-based awards to employees		11,848			261
Total		55,661		$	1,195

Compensation cost related to restricted stock is recognized based on the fair value of the stock at the grant date over the vesting period, adjusted for estimated and actual forfeitures. Total stock-based compensation expense attributable to restricted stock awards amounted to $331,000 in the second quarter 2025 and $390,000 in the second quarter 2024. Total stock-based compensation expense attributable to restricted stock awards amounted to $656,000 in the six-month period ended June 30, 2025 and $716,000 in the six-month period ended June 30, 2024.

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CONTINGENCIES

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 have sued C&N Bank, along with another bank, an additional law firm and accounting firm defendants. The case is styled Goldovsky, et al. v. Rauld, et al. Plaintiffs have 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 has filed motions to dismiss the case for wont of personal jurisdiction and failure to state a claim. The Plaintiffs have responded to those motions. Plaintiffs have filed an application for certification of the suit as a class action. The court has stayed the motions to dismiss pending consideration of the class action certification application. Following depositions of the four plaintiffs on issues germane to class action certification, C&N Bank and each of the other defendants have filed briefs in opposition to the plaintiffs’ class certification motion. A hearing on the motion for class certification took place on February 18, 2025. 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. The Plaintiffs have no appeal of the District Court’s decision as a matter of right. 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 is predicated upon Texas Securities law alleging substantially the same facts and asserting the same legal arguments.

C&N Bank believes that it has substantial defenses against the action, and it intends to defend itself against the plaintiffs’ allegations. 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.

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.

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 $143,208,000 at June 30, 2025 and $141,940,000 at December 31, 2024. The Corporation originated one interest rate swap with a notional amount of $1,800,000 in the six-month period ended June 30, 2025. Fee income on the interest swap originated in the six-month period ended June 30, 2025 of $24,000 was included in other noninterest income in the consolidated statements of income. There were no interest rate swaps originated in the six-month period ended June 30, 2024. There were no gross amounts of interest rate swap-related assets and liabilities not offset in the consolidated balance sheets at June 30, 2025 and December 31, 2024. 25

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The Corporation has entered into an RPA with another institution as a means to assume a portion of the credit risk associated with a loan structure which includes a derivative instrument, 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.” There was an increase of $9,000 included in other noninterest income from RPAs in the second quarter 2025 and in the six-month period ended June 30, 2025 as compared to an increase of $1,000, included in other noninterest income, in the second quarter 2024 and $2,000 in the six-month period ended June 30, 2024.

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 June 30, 2025 and December 31, 2024:


(In Thousands)	At June 30, 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	$	71,604	$	1,664	$	71,604	$	1,664	$	70,970	$	2,385	$	70,970	$	2,385
RPA Out		6,890		4		0		0		6,957		2		0		0
RPA In		0		0		14,001		9		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 $1,120,000 at June 30, 2025 and $1,090,000 at December 31, 2024.

FAIR VALUE MEASUREMENTS AND FAIR VALUES OF FINANCIAL INSTRUMENTS

The Corporation measures certain assets and liabilities at fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. FASB 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 or liabilities. 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 or liability through corroboration with observable market data. Level 2 inputs include quoted market prices in active markets for similar assets or liabilities, quoted market prices in markets that are not active for identical or similar assets or liabilities 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. 26

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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 or liability becoming active or inactive, changes in the availability of quoted prices, or changes in the availability of other market data.

At June 30, 2025 and December 31, 2024, assets and liabilities measured at fair value and the valuation methods used are as follows:


	June 30, 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	$	7,374	$	0	$	0	$	7,374
Obligations of U.S. Government agencies		0		8,996		0		8,996
Bank holding company debt securities		0		25,767		0		25,767
Obligations of states and political subdivisions:
Tax-exempt		0		97,960		0		97,960
Taxable		0		43,218		0		43,218
Mortgage-backed securities issued or guaranteed by U.S. Government agencies or sponsored agencies:
Residential pass-through securities		0		93,530		0		93,530
Residential collateralized mortgage obligations		0		51,129		0		51,129
Commercial mortgage-backed securities		0		67,008		0		67,008
Private label commercial mortgage-backed securities		0		5,580		0		5,580
Asset-backed securities,
Collateralized loan obligations		0		5,490		0		5,490
Total available-for-sale debt securities		7,374		398,678		0		406,052
Marketable equity security		878		0		0		878
Servicing rights		0		0		2,819		2,819
RPA Out		0		4		0		4
Interest rate swap agreements, assets		0		1,664		0		1,664
Total recurring fair value measurements, assets	$	8,252	$	400,346	$	2,819	$	411,417

Recurring fair value measurements, liabilities:
RPA In	$	0	$	9	$	0	$	9
Interest rate swap agreements, liabilities		0		1,664		0		1,664
Total recurring fair value measurements, liabilities	$	0	$	1,673	$	0	$	1,673

Nonrecurring fair value measurements, assets:
Loans individually evaluated for credit loss, net	$	0	$	0	$	230	$	230
Foreclosed assets held for sale		0		0		402		402
Total nonrecurring fair value measurements, assets	$	0	$	0	$	632	$	632

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	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. 28

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At June 30, 2025 and December 31, 2024, quantitative information regarding valuation techniques and the significant unobservable inputs used for assets measured on a recurring basis using unobservable inputs (Level 3 methodologies) are as follows:


	****	Fair Value at
		6/30/2025		Valuation	Unobservable			Method or Value As of
Asset		(In Thousands)		Technique	Input(s)			6/30/2025
Servicing rights		$	2,819	Discounted cash flow	Discount rate	13.00	%	Rate used through modeling period
					Loan prepayment speeds	120.00	%	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 measured at fair value on a recurring basis:


(In Thousands)		Three Months Ended						Six Months Ended
	****	June 30, 2025		****	June 30, 2024		****	June 30, 2025		****	June 30, 2024		****
Servicing rights balance, beginning of period		$	2,767		$	2,731		$	2,782		$	2,659
Originations of servicing rights			84			57			138			104
Unrealized loss included in earnings			(32)			(68)			(101)			(43)
Servicing rights balance, end of period		$	2,819		$	2,720		$	2,819		$	2,720

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). 29

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At June 30, 2025 and December 31, 2024, quantitative information regarding valuation techniques and the significant unobservable inputs used for nonrecurring fair value measurements using 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		6/30/2025		6/30/2025		6/30/2025		Technique	Inputs	6/30/2025

Loans individually evaluated for credit loss:
Commercial real estate - owner occupied		$	239	$	9	$	230	Sales comparison & SBA guaranty	Discount to appraised value	92% (92)	%
Total loans individually evaluated for credit loss		$	239	$	9	$	230
Foreclosed assets held for sale - real estate:
Residential (1-4 family)		$	246	$	0	$	246	Sales comparison	Discount to appraised value	1%-84% (25)	%
Commercial real estate			156		0		156	Sales comparison	Discount to appraised value	18%-77% (34)	%
Total foreclosed assets held for sale		$	402	$	0	$	402


(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. 30

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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		June 30, 2025						December 31, 2024
		Hierarchy		Carrying			Fair			Carrying			Fair
	****	Level	****	Amount		****	Value		****	Amount		****	Value
Financial assets:
Cash and cash equivalents		Level 1		$	97,269		$	97,269		$	123,574		$	123,574
Certificates of deposit		Level 2			2,350			2,305			2,600			2,513
Restricted equity securities (included in other assets)		N/A			20,963			N/A			21,567			N/A
Loans, net		Level 3			1,897,559			1,832,335			1,875,813			1,789,044
Accrued interest receivable		Level 2			8,719			8,719			8,735			8,735

Financial liabilities:
Deposits with no stated maturity		Level 2			1,617,925			1,617,925			1,609,552			1,609,552
Time deposits		Level 2			491,851			491,193			484,357			484,900
Short-term borrowings		Level 2			533			533			2,488			2,488
Long-term borrowings - FHLB advances		Level 2			143,894			145,232			165,451			165,616
Senior notes, net		Level 2			14,934			14,257			14,899			13,579
Subordinated debt, net		Level 2			24,889			23,564			24,831			21,051
Accrued interest payable		Level 2			1,108			1,108			1,771			1,771

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 it to and monitoring it 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.

Segment performance is evaluated using consolidated net income.


	Three Months Ended				Six Months Ended
(In Thousands)	****	June 30, 2025	****	June 30, 2024	****	June 30, 2025	****	June 30, 2024
Interest income	$	32,454	$	31,326	$	64,163	$	61,662
Interest expense		11,312		11,881		23,046		23,176
Net interest income		21,142		19,445		41,117		38,486
Provision for credit losses		2,354		565		2,590		1,519
Net interest income after provision for credit losses		18,788		18,880		38,527		36,967
Other income:
Other noninterest income		8,142		7,854		15,150		14,529
Total other income		8,142		7,854		15,150		14,529
Other Noninterest Expense:
Salaries and employee benefits		11,067		11,023		22,826		22,585
Other segment expenses (1)		8,331		8,232		15,615		14,974
Total noninterest expense		19,398		19,255		38,441		37,559
Income before income tax provision		7,532		7,479		15,236		13,937
Income tax provision		1,415		1,366		2,826		2,518
NET INCOME	$	6,117	$	6,113	$	12,410	$	11,419

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(1 ) Other segment expenses included expenses for professional fees, data processing and telecommunications, net occupancy and equipment, merger related expenses, automated teller machine and interchange, Pennsylvania shares tax and other noninterest expenses.

The Corporation’s segment assets represent the total assets as presented in the consolidated balance sheets at June 30, 2025 and December 31, 2024.

PENDING MERGER

On April 23, 2025, the Corporation announced that it had entered into an Agreement and Plan of Merger with Susquehanna Community Financial, Inc. (“SQCF”) pursuant to which agreed to acquire SQCF. SQCF is the financial holding company for Susquehanna Community Bank (“Susquehanna”), which operates 7 banking offices in Central Pennsylvania. SQCF had assets of $593 million as of June 30, 2025. Under the terms of the definitive agreement, each share of SQCF’s common stock issued and outstanding immediately prior to the effective time of the merger will be converted into the right to receive 0.80 shares of the Corporation’s common stock. Holders of SQCF common stock prior to the consummation of the merger will own approximately 13% of the Corporation’s common stock outstanding immediately following the consummation of the merger. The merger, which is expected to close in the fourth quarter of 2025, is subject to the satisfaction of customary closing conditions, including receipt of customary regulatory approvals and approval by SQCF’s shareholders. In the second quarter 2025, the Corporation incurred merger-related expenses of $167,000 which primarily consisted of professional and legal fees.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Certain statements in this section and elsewhere in this quarterly report on Form 10-Q 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 statements of 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 C&N with the SEC, including our most recent annual report on Form 10-K and subsequent filings, 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 Corporation’s credit standards and its on-going credit assessment processes might not protect it from significant credit losses

●legislative or regulatory changes

●downturn in demand for loan, deposit and other financial services in 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
---	---
●	fraud and cyber malfunction risks as usage of artificial intelligence continues to expand
---	---
●	the One Big Beautiful Bill Act of 2025 presents disparate potential impacts on financial institutions and the ultimate impact will depend on how the bill is implemented, how other countries respond, and how the overall economy reacts to the changes;
---	---
●	the execution of the transaction with SQCF may take longer than anticipated or be more costly to complete and that the anticipated benefits, including any anticipated cost savings or strategic gains, may be significantly harder to achieve or take longer than anticipated or may not be achieved;
---	---
●	completion of the merger is dependent on, among other things, receipt of SQCF shareholder and regulatory approvals, the timing of which cannot be predicted with precision, and which may not be received at all or may be conditioned in a manner that would impair our ability to fully implement our business plans;
---	---
●	integration efforts between the Corporation and SQCF may divert the attention of the management teams of the Corporation and SQCF and cause a loss in the momentum of their ongoing businesses;.
---	---
●	success of the Corporation in SQCF’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;
---	---
●	the merger may be more expensive to complete than anticipated, including as a result of unexpected factors or events.
---	---

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. 33

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PENDING ACQUISITION

On April 23, 2025, the Corporation announced that it had entered into an Agreement and Plan of Merger with Susquehanna Community Financial, Inc. (“SQCF”) pursuant to which agreed to acquire SQCF. SQCF is the financial holding company for Susquehanna Community Bank (“Susquehanna”), which operates 7 banking offices in Central Pennsylvania. SQCF had assets of $593 million as of June 30, 2025. Under the terms of the definitive agreement, each share of SQCF’s common stock issued and outstanding immediately prior to the effective time of the merger will be converted into the right to receive 0.80 shares of the Corporation’s common stock. Holders of SQCF common stock prior to the consummation of the merger will own approximately 13% of the Corporation’s common stock outstanding immediately following the consummation of the merger. The merger, which is expected to close in the fourth quarter of 2025, is subject to the satisfaction of customary closing conditions, including receipt of customary regulatory approvals and approval by SQCF’s shareholders. In the second quarter, the Corporation incurred merger-related expenses of $167,000 which primarily consisted of professional and legal fees.

EARNINGS OVERVIEW

Second Quarter 2025 as Compared to Second Quarter 2024

Second quarter 2025 net income was $6,117,000, or $0.40 per diluted share, as compared to $6,113,000, or $0.40 per diluted share, in the second quarter 2024. Significant variances were as follows:

●

Net interest income of $21,142,000 in the second quarter 2025 was $1,697,000 higher than in the second quarter 2024. The net interest margin increased to 3.52% in the second quarter 2025 from 3.31% in the second quarter 2024. The interest rate spread increased 0.23%, as the average yield on earning assets increased 0.07% while the average rate on interest-bearing liabilities decreased 0.16%. Average total earning assets increased $46,907,000 from the second quarter 2024, as average interest-bearing due from banks increased $36,729,000 and average total loans receivable increased $18,034,000, or 1.0%. Average total deposits increased $73,221,000, or 3.6% while total borrowed funds decreased $52,236,000, or 21.5%.

●

The provision for credit losses was $2,354,000 for the second quarter 2025 as compared to a provision for credit losses of $565,000 in the second quarter 2024. The provision for the second quarter 2025 included a provision related to loans receivable of $2,075,000 and a provision related to off-balance sheet exposures of $279,000. The provision in the second quarter of 2025 resulted mainly from increases in the allowance for credit losses (“ACL”) related to changes in qualitative factors and an economic forecast. During the second quarter 2025, there was a partial charge-off of $333,000 on a commercial construction and land loan with no individual allowance at March 31, 2025 and a partial charge-off of $208,000 on a commercial line of credit with an individual allowance of $142,000 at March 31, 2025.

Net charge-offs totaled $548,000, or 0.12% (annualized) of average loans receivable, in the second quarter of 2025 as compared to $207,000, or 0.04% (annualized) of average loans receivable, in the second quarter of 2024. The ACL as a percentage of gross loans receivable was 1.13% at June 30, 2025, an increase from 1.06% March 31, 2025.

●	Noninterest income of $8,142,000 in the second quarter 2025 increased $288,000 from the second quarter 2024 result. Significant variances included the following:
Ø	Interchange revenue from debit card transactions of $1,218,000 increased $129,000 reflecting an increase in volume-related incentive income.
---	---

Ø	Other noninterest income of $2,030,000 increased $87,000, including increases of $34,000 in letter of credit fees, $33,000 in income from tax credits related to donations, and $24,000 of interest-rate swap fee income with no comparable amount in 2024.

Ø	Net gains from sale of loans of $312,000 increased $77,000 reflecting an increase in volume of residential mortgage loans sold.

●	Noninterest expense of $19,398,000 in the second quarter 2025 increased $143,000 from the second quarter 2024 expense including merger-related expenses of $167,000 discussed above with no comparable amount in 2024.

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CITIZENS & NORTHERN CORPORATION – FORM 10-Q

Six Months Ended June 30, 2025 as Compared to Six Months Ended June 30, 2024

Net income for the six-month period ended June 30, 2025 was $12,410,000, or $0.80 per diluted share, as compared to $11,419,000, or $0.74 per diluted share, for the first six months of 2024. Significant variances were as follows:

●

Net interest income totaled $41,117,000 in the six months ended June 30, 2025, an increase of $2,631,000 from the total for the first six months of 2024. The net interest margin was 3.45% for the first six months of 2025, up from 3.30% in the corresponding period of 2024. The interest rate spread increased 0.15%, as the average rate on interest-bearing liabilities was 0.05% lower while the average yield on earning assets increased 0.10%. Average total earning assets increased $56,090,000, including an increase in interest-bearing due from banks of $35,983,000 and an increase in average loans receivable of $29,116,000, or 1.6%. Average total deposits increased $66,641,000, or 3.3%, despite a $58,784,000 reduction in average brokered deposits to $17,531,000 for the first six months of 2025 as compared to $76,315,000 for the first six months of 2024, while average total borrowed funds decreased $37,864,000.

●

For the six months ended June 30, 2025, the provision for credit losses was $2,590,000, an increase of $1,071,000 from the first six months of 2024. The provision in the six months ended June 30, 2025, included the impact of increases in the ACL related to changes in qualitative factors and an economic forecast. In the first six months of 2025, the ACL on loans receivable increased $1,664,000 to 1.13% at June 30, 2025 as compared to 1.06% at December 31, 2024. Net charge-offs totaled $639,000, or 0.07% (annualized) of average loans receivable for the six months ended June 30, 2025 compared to $352,000, or 0.04% (annualized) of average loans receivable for the first six months of 2024.

●	Noninterest income totaled $15,150,000 in the first six months of 2025, up $621,000 from the total for the first six months of 2024. Significant variances included the following:

Ø	Other noninterest income of $3,162,000 increased $202,000 including increases in letter of credit fees of $68,000, income from tax credits related to donations of $51,000, changes in the fair value of a marketable equity security of $29,000, credit card interchange fees of $26,000 and interest-rate swap fee income of $24,000 with no comparable amount in 2024.

Ø	Trust revenue of $4,069,000 increased $158,000, consistent with appreciation in the trading prices of many U.S. equity securities and included an increase in estate fees.

Ø	Interchange revenue from debit card transactions of $2,254,000 increased $152,000, including an increase in volume-related incentive income.

Ø	Net gains from sale of loans of $517,000 increased $91,000, reflecting an increase in volume of residential mortgage loans sold.

●	Noninterest expense totaled $38,441,000 for the first six months of 2025, an increase of $882,000 from the total for the first six months of 2024. Significant variances included the following:

Ø	Other noninterest expense of $5,755,000 increased $456,000. Within this category, significant variances included the following:
◾	In 2025, there was a reduction in expense associated with the defined benefit postretirement medical benefit plan of $33,000. In comparison, in 2024, there was a reduction in expense of $498,000 related to the defined benefit postretirement medical benefit plan, including a curtailment gain of $469,000.
---	---
◾	Legal fees totaled $138,000 in the first six months of 2025, a decrease of $134,000.
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CITIZENS & NORTHERN CORPORATION – FORM 10-Q

Ø	Salaries and employee benefits expense of $22,826,000 increased $241,000, including increases of $398,000 in cash-and stock-based incentive compensation and $136,000 in wealth management-related commissions while health insurance expenses decreased $206,000 due to a reduction in claims on C&N’s partially self-funded plan and base salaries decreased $129,000, or 0.8%.

Ø	Merger-related expenses were $167,000, primarily consisting of professional and legal fees, with no comparable expenses in 2024 as discussed above.
Ø	Automated teller machine and interchange expenses decreased $170,000, reflecting the effects of pricing improvements negotiated in mid-2024.
---	---
●	The income tax provision of $2,826,000, or 18.5% of pre-tax income, for 2025 increased $308,000 from $2,518,000, or 18.1% of pre-tax income, for 2024. The increase in income tax provision was consistent with the increase in pre-tax income of $1,299,000.
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TABLE I – QUARTERLY FINANCIAL DATA


(Dollars In Thousands,	For the Three Months Ended :
Except Per Share Data)	June 30,		March 31,		December 31,		September 30,		June 30,
(Unaudited)	2025		2025		2024		2024		2024
Interest and dividend income	$	32,454	$	31,709	$	33,329	$	33,087	$	31,326
Interest expense		11,312		11,734		12,856		12,931		11,881
Net interest income		21,142		19,975		20,473		20,156		19,445
Provision (credit) for credit losses		2,354		236		(531)		1,207		565
Net interest income after provision (credit) for credit losses		18,788		19,739		21,004		18,949		18,880
Noninterest income		8,142		7,008		7,547		7,133		7,854
Noninterest expense		19,398		19,043		18,430		18,269		19,255
Income before income tax provision		7,532		7,704		10,121		7,813		7,479
Income tax provision		1,415		1,411		1,947		1,448		1,366
Net income	$	6,117	$	6,293	$	8,174	$	6,365	$	6,113
Net income attributable to common shares	$	6,068	$	6,242	$	8,103	$	6,311	$	6,066
Basic and diluted earnings per common share	$	0.40	$	0.41	$	0.53	$	0.41	$	0.40

NONINTEREST INCOME

TABLE II – COMPARISON OF NONINTEREST INCOME


(Dollars in Thousands)	Three Months Ended
	June 30,					$	%
	2025		2024			Change	Change
Trust revenue	$	1,967	$	2,014	$	(47)	(2.3)	%
Brokerage and insurance revenue		554		527		27	5.1	%
Service charges on deposit accounts		1,422		1,472		(50)	(3.4)	%
Interchange revenue from debit card transactions		1,218		1,089		129	11.8	%
Net gains from sales of loans		312		235		77	32.8	%
Loan servicing fees, net		173		130		43	33.1	%
Increase in cash surrender value of life insurance		466		444		22	5.0	%
Other noninterest income		2,030		1,943		87	4.5	%
Total noninterest income	$	8,142	$	7,854	$	288	3.7	%

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CITIZENS & NORTHERN CORPORATION – FORM 10-Q


(Dollars in Thousands)	Six Months Ended
	June 30,					$	%
	2025		2024			Change	Change
Trust revenue	$	4,069	$	3,911	$	158	4.0	%
Brokerage and insurance revenue		1,052		1,066		(14)	(1.3)	%
Service charges on deposit accounts		2,862		2,790		72	2.6	%
Interchange revenue from debit card transactions		2,254		2,102		152	7.2	%
Net gains from sales of loans		517		426		91	21.4	%
Loan servicing fees, net		311		360		(49)	(13.6)	%
Increase in cash surrender value of life insurance		923		914		9	1.0	%
Other noninterest income		3,162		2,960		202	6.8	%
Total noninterest income	$	15,150	$	14,529	$	621	4.3	%

NONINTEREST EXPENSE

TABLE III - COMPARISON OF NONINTEREST EXPENSE


(Dollars in Thousands)	Three Months Ended
	June 30,					%
	2025		2024		Change	Change
Salaries and employee benefits	$	11,067	$	11,023		0.4	%
Net occupancy and equipment expense		1,403		1,333		5.3	%
Data processing and telecommunications expense		1,981		2,003		(1.1)	%
Automated teller machine and interchange expense		403		473		(14.8)	%
Pennsylvania shares tax		470		434		8.3	%
Professional fees		506		552		(8.3)	%
Other noninterest expense		3,401		3,437		(1.0)	%
Total noninterest expense, excluding merger-related expenses		19,231		19,255		(0.1)	%
Merger-related expenses		167		0		0.0	%
Total noninterest expense	$	19,398	$	19,255		0.7	%

All values are in US Dollars.


(Dollars in Thousands)	Six Months Ended
	June 30,					%
	2025		2024		Change	Change
Salaries and employee benefits	$	22,826	$	22,585		1.1	%
Net occupancy and equipment expense		2,862		2,783		2.8	%
Data processing and telecommunications expense		4,052		3,995		1.4	%
Automated teller machine and interchange expense		790		960		(17.7)	%
Pennsylvania shares tax		966		867		11.4	%
Professional fees		1,023		1,070		(4.4)	%
Other noninterest expense		5,755		5,299		8.6	%
Total noninterest expense, excluding merger-related expenses		38,274		37,559		1.9	%
Merger-related expenses		167		0		0.0	%
Total noninterest expense	$	38,441	$	37,559		2.3	%

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. 37

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CITIZENS & NORTHERN CORPORATION – FORM 10-Q

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.

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. Note 6 to the unaudited consolidated financial statements provides an overview of the process management uses for determining the ACL, and additional discussion of the ACL is provided in a separate section below 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 IV, V and VI include information regarding the Corporation’s net interest income for the three-month and six-month periods ended June 30, 2025 and 2024. 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. Management believes presentation of net interest income on a fully taxable-equivalent basis, which is a non-GAAP financial measure, 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 amount of net interest income on a fully taxable-equivalent basis reflected in these tables exceed the net interest income amounts presented in the consolidated financial statements. A reconciliation of net interest income on a fully taxable-equivalent basis to the closest GAAP financial measure is included with Table IV. The discussion that follows is based on amounts in the related tables.

Three-Month Periods Ended June 30, 2025 and 2024

Fully taxable equivalent net interest income (a non-GAAP measure) was $21,362,000 in the second quarter of 2025, $1,715,000 (8.7%) higher than in the second quarter of 2024. The increase in net interest income reflected an increase in interest income of $1,146,000 and a decrease in interest expense of $569,000. As presented in Table V, the Net Interest Margin was 3.52% in the second quarter 2025 as compared to 3.31% in the second quarter 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 2.84% in 2025 from 2.61% in 2024. The average yield on earning assets of 5.39% was 0.07% higher in 2025 compared to 2024, and the average rate on interest-bearing liabilities of 2.55% in 2025 was 0.16% lower. Additionally, average total earning assets increased $46,907,000 as average interest-bearing due from banks increased $36,729,000 and average total loans increased $18,034,000 while average total deposits increased $73,221,000 (3.6%) offset by a decrease in total average borrowed funds of $52,236,000. As presented in Table VI, the net impact of changes in interest rates increased net interest income in the second quarter 2025 as compared to second quarter 2024 by $1,123,000 and changes in volume of earning assets and interest-bearing liabilities increased net interest income by $592,000.

INTEREST INCOME AND EARNING ASSETS

Interest income totaled $32,674,000 in 2025, an increase of $1,146,000, or 3.6% from 2024. 38

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Interest and fees from loans receivable increased $574,000 in 2025 as compared to 2024. The fully taxable equivalent yield on loans in 2025 increased to 6.07% from 6.03% in 2024, reflecting the effects of 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 $18,034,000 (1.0%) to $1,901,420,000 in 2025 from $1,883,386,000 in 2024.

Income from interest-bearing due from banks totaled $855,000 in 2025, an increase of $339,000 from the total for 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 was 4.29% in 2025, down from 4.81% in 2024. The average balance of interest-bearing due from banks was $79,868,000 in 2025, up $36,729,000 from $43,139,000 in 2024. The net increase in average interest-bearing due from banks for 2025 as compared to 2024 reflected net sources of cash from deposit growth, a reduction in other assets resulting mainly from collection of a receivable related to redemption of an insurance policy, and a reduction in average available-for-sale debt securities, partially offset by net uses of cash for loan growth and a decrease in borrowed funds.

Interest income from available-for-sale debt securities, on a fully taxable-equivalent basis, totaled $2,987,000 in 2025, up $224,000 from 2024, as the average yield on available-for-sale debt securities was 2.67% in 2025, up from 2.43% in 2024. The average balance (at amortized cost) of available-for-sale debt securities decreased $8,513,000 between periods.

INTEREST EXPENSE AND INTEREST-BEARING LIABILITIES

Interest expense decreased $569,000 to $11,312,000 in 2025 from $11,881,000 in 2024.

Interest expense on deposits decreased $30,000, as the average rate decreased to 2.34% in 2025 from 2.46% in 2024 while the average balance of interest-bearing deposits increased $68,974,000. Average total deposits (interest-bearing and noninterest-bearing) increased $73,221,000 (3.6%) in the second quarter of 2025 as compared to 2024. Within average deposits, average brokered deposits were $8,582,000 at an average rate of 4.47% in the second quarter of 2025 as compared to $68,311,000 at an average rate of 5.21% in the second quarter of 2024. In comparing the second quarter 2025 to the second quarter 2024, average time deposits increased $28,364,000, average interest checking deposits increased $25,387,000, average total money market accounts increased $24,200,000 and average noninterest-bearing demand deposits increased $4,247,000 while average savings deposits decreased $8,977,000.

Interest expense on borrowed funds decreased $539,000 in 2025 as compared to 2024. Interest expense on short-term borrowings was $1,000 in 2025 compared to $360,000 in 2024 as the average balance of short-term borrowings decreased to $980,000 in 2025 from $27,732,000 in 2024. Interest expense on long-term borrowings (FHLB advances) decreased $181,000 to $1,674,000 in 2025 from $1,855,000 in 2024. The average balance of long-term borrowings was $149,704,000 in 2025, down from an average balance of $175,373,000 in 2024. The average rate on long-term borrowings was 4.49% in 2025 compared to 4.25% in 2024. Borrowings are classified as long-term within the Tables based on their term at origination or assumption in business combinations.

More information regarding borrowed funds is provided in Note 8 to the unaudited consolidated financial statements.

Six-Month Periods Ended June 30, 2025 and 2024

For the six-month periods, fully taxable equivalent net interest income was $41,548,000 in 2025, which was $2,665,000 (6.9%) higher than in 2024. The increase in net interest income reflected an increase in interest income of $2,535,000 and a decrease in interest expense of $130,000. As presented in Table VI, the net impact of changes in interest rates increased net interest income for the six months ended June 30, 2025 over the six months ended June 30, 2024 by $1,879,000 and the net impact of changes in volume of earning assets and interest-bearing liabilities increased net interest income by $786,000. As presented in Table V, the Net Interest Margin was 3.45% in the first six months of 2025 as compared to 3.30% in the first six months of 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 2.77% in 2025 from 2.62% in 2024. The average yield on earning assets of 5.37% was 0.10% higher in 2025 as compared to 2024, while the average rate on interest-bearing liabilities of 2.60% in 2025 was 0.05% lower compared to 2024.

INTEREST INCOME AND EARNING ASSETS

Interest income totaled $64,594,000 in 2025, an increase of $2,535,000 from 2024. 39

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CITIZENS & NORTHERN CORPORATION – FORM 10-Q

Interest and fees from loans receivable increased $1,432,000 in 2025 as compared to 2024. In the six-month period ended June 30, 2025, the fully taxable equivalent yield on loans was 6.05%, up from 5.97% in the first half of 2024, reflecting the effects of 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 $29,116,000 (1.6%) to $1,900,432,000 in 2025 from $1,871,316,000 in 2024.

Income from interest-bearing due from banks totaled $1,576,000 in 2025, an increase of $677,000 from 2024. The average balance of interest-bearing due from banks was $73,915,000 in 2025, up from $37,932,000 in 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 was 4.30% in 2025, down from 4.77% in 2024.

Interest income from available-for-sale debt securities, on a fully taxable-equivalent basis, totaled $5,937,000 in 2025, up $415,000 from 2024, as the average yield on available-for-sale debt securities was 2.66% in 2025, up from 2.42% in 2024. The average balance (at amortized cost) of available-for-sale debt securities decreased to $449,533,000 in 2025 from $459,070,000 in 2024.

INTEREST EXPENSE AND INTEREST-BEARING LIABILITIES

For the six-month periods, interest expense decreased $130,000 to $23,046,000 in 2025 from $23,176,000 in 2024.

Interest expense on deposits increased $671,000, as the average balance of interest-bearing deposits increased $66,729,000. The average rate on interest-bearing deposits was 2.40% in 2025 and 2.41% in 2024. Average total deposits (interest-bearing and noninterest-bearing) amounted to $2,075,540,000 for the first six months of 2025, up $66,641,000 (3.3%) from the first six months of 2024. Within average total deposits, average brokered deposits (primarily time and money market) were $17,531,000 with an average interest rate of 4.69% in 2025, down from $76,315,000 with an average interest rate of 5.22% in 2024. Average time deposits increased $46,727,000, average interest checking deposits increased $24,872,000 and average money market accounts increased $8,265,000 while average balance of savings accounts decreased $13,135,000.

Interest expense on borrowed funds decreased $801,000 in 2025 as compared to 2024. Interest expense on short-term borrowings of $1,000 in 2025 was down from $957,000 in 2024 as the average balance of short-term borrowings decreased to $1,189,000 in 2025 from $36,187,000 in 2024. The average rate on short-term borrowings was 0.17% in 2025 compared to 5.32% in 2024. Interest expense on long-term borrowings (FHLB advances) increased $152,000 to $3,463,000 in 2025 from $3,311,000 in 2024 as the average rate on long-term borrowings was 4.48% in 2025 compared to 4.19% in 2024 while the average balance of long-term borrowings decreased to $156,013,000 in 2025 from $159,063,000 in 2024. Borrowings are classified as long-term within the Tables based on their term at origination or assumption in business combinations.

More information regarding borrowed funds is provided in Note 8 to the unaudited consolidated financial statements.

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CITIZENS & NORTHERN CORPORATION – FORM 10-Q

TABLE IV - ANALYSIS OF INTEREST INCOME AND EXPENSE


	Three Months Ended							Six Months Ended
	June 30,				Increase/		.	June 30,				Increase/
(In Thousands)	2025		2024		(Decrease)			2025		2024		(Decrease)
INTEREST INCOME
Interest-bearing due from banks	$	855	$	516	$	339		$	1,576	$	899	$	677
Available-for-sale debt securities:
Taxable		2,329		2,137		192			4,631		4,273		358
Tax-exempt		658		626		32			1,306		1,249		57
Total available-for-sale debt securities		2,987		2,763		224			5,937		5,522		415
Loans receivable:
Taxable		28,051		27,490		561			55,554		54,193		1,361
Tax-exempt		743		730		13			1,471		1,400		71
Total loans receivable		28,794		28,220		574			57,025		55,593		1,432
Other earning assets		38		29		9			56		45		11
Total Interest Income		32,674		31,528		1,146			64,594		62,059		2,535

INTEREST EXPENSE
Interest-bearing deposits:
Interest checking		2,708		2,836		(128)			5,435		5,642		(207)
Money market		1,948		1,917		31			3,929		4,097		(168)
Savings		49		52		(3)			98		107		(9)
Time deposits		4,579		4,509		70			9,414		8,359		1,055
Total interest-bearing deposits		9,284		9,314		(30)			18,876		18,205		671
Borrowed funds:
Short-term		1		360		(359)			1		957		(956)
Long-term - FHLB advances		1,674		1,855		(181)			3,463		3,311		152
Senior notes, net		120		120		0			241		240		1
Subordinated debt, net		233		232		1			465		463		2
Total borrowed funds		2,028		2,567		(539)			4,170		4,971		(801)
Total Interest Expense		11,312		11,881		(569)			23,046		23,176		(130)

Net Interest Income	$	21,362	$	19,647	$	1,715		$	41,548	$	38,883	$	2,665

Note: 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%. The following table reconciles net interest income under U.S. GAAP as compared to net interest income as adjusted to a fully taxable-equivalent basis.


(In Thousands)	Three Months Ended						Six Months Ended
	June 30,				Increase/		June 30,				Increase/
	2025		2024		(Decrease)		2025		2024		(Decrease)
Net Interest Income Under U.S. GAAP	$	21,142	$	19,445	$	1,697	$	41,117	$	38,486	$	2,631
Add: fully taxable-equivalent interest income adjustment from tax-exempt securities		79		67		12		154		136		18
Add: fully taxable-equivalent interest income adjustment from tax-exempt loans		141		135		6		277		261		16
Net Interest Income as adjusted to a fully taxable-equivalent basis	$	21,362	$	19,647	$	1,715	$	41,548	$	38,883	$	2,665

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CITIZENS & NORTHERN CORPORATION – FORM 10-Q

TABLE V - Analysis of Average Daily Balances and Rates


(Dollars in Thousands)		Three Months				Three Months				Six Months				Six Months
		Ended		Rate of		Ended		Rate of		Ended		Rate of		Ended		Rate of
		6/30/2025		Return/		6/30/2024		Return/		6/30/2025		Return/		6/30/2024		Return/
		Average		Cost of		Average		Cost of		Average		Cost of		Average		Cost of
		Balance		Funds %		Balance		Funds %		Balance		Funds %		Balance		Funds %
EARNING ASSETS
Interest-bearing due from banks		$	79,868	4.29	%	$	43,139	4.81	%	$	73,915	4.30	%	$	37,932	4.77	%
Available-for-sale debt securities, at amortized cost:
Taxable			338,539	2.76	%		343,971	2.50	%		339,045	2.75	%		345,928	2.48	%
Tax-exempt			109,840	2.40	%		112,921	2.23	%		110,488	2.38	%		113,142	2.22	%
Total available-for-sale debt securities			448,379	2.67	%		456,892	2.43	%		449,533	2.66	%		459,070	2.42	%
Loans receivable:
Taxable			1,814,171	6.20	%		1,792,556	6.17	%		1,811,622	6.18	%		1,783,310	6.11	%
Tax-exempt			87,249	3.42	%		90,830	3.23	%		88,810	3.34	%		88,006	3.20	%
Total loans receivable			1,901,420	6.07	%		1,883,386	6.03	%		1,900,432	6.05	%		1,871,316	5.97	%
Other earning assets			2,833	5.38	%		2,176	5.36	%		2,308	4.89	%		1,780	5.08	%
Total Earning Assets			2,432,500	5.39	%		2,385,593	5.32	%		2,426,188	5.37	%		2,370,098	5.27	%
Cash			22,139				22,396				21,533				21,422
Unrealized loss on securities			(42,561)				(56,765)				(43,478)				(53,807)
Allowance for credit losses			(20,568)				(20,290)				(20,455)				(19,887)
Bank-owned life insurance			51,844				50,018				51,615				52,242
Bank premises and equipment			21,339				21,994				21,334				21,891
Intangible assets			54,425				54,827				54,477				54,876
Other assets			73,041				89,859				72,487				86,369
Total Assets		$	2,592,159			$	2,547,632			$	2,583,701			$	2,533,204

INTEREST-BEARING LIABILITIES
Interest-bearing deposits:
Interest checking		$	542,532	2.00	%	$	517,145	2.21	%	$	540,897	2.03	%	$	516,025	2.20	%
Money market			364,238	2.15	%		340,038	2.27	%		359,716	2.20	%		351,451	2.34	%
Savings			198,553	0.10	%		207,530	0.10	%		197,269	0.10	%		210,404	0.10	%
Time deposits			486,249	3.78	%		457,885	3.96	%		490,212	3.87	%		443,485	3.79	%
Total interest-bearing deposits			1,591,572	2.34	%		1,522,598	2.46	%		1,588,094	2.40	%		1,521,365	2.41	%
Borrowed funds:
Short-term			980	0.41	%		27,732	5.22	%		1,189	0.17	%		36,187	5.32	%
Long-term - FHLB advances			149,704	4.49	%		175,373	4.25	%		156,013	4.48	%		159,063	4.19	%
Senior notes, net			14,926	3.22	%		14,856	3.25	%		14,917	3.26	%		14,848	3.25	%
Subordinated debt, net			24,874	3.76	%		24,759	3.77	%		24,860	3.77	%		24,745	3.76	%
Total borrowed funds			190,484	4.27	%		242,720	4.25	%		196,979	4.27	%		234,843	4.26	%
Total Interest-bearing Liabilities			1,782,056	2.55	%		1,765,318	2.71	%		1,785,073	2.60	%		1,756,208	2.65	%
Demand deposits			498,169				493,922				487,446				487,534
Other liabilities			29,260				29,972				30,761				29,679
Total Liabilities			2,309,485				2,289,212				2,303,280				2,273,421
Stockholders' equity, excluding accumulated other comprehensive loss			315,520				302,758				313,982				301,895
Accumulated other comprehensive loss			(32,846)				(44,338)				(33,561)				(42,112)
Total Stockholders' Equity			282,674				258,420				280,421				259,783
Total Liabilities and Stockholders' Equity		$	2,592,159			$	2,547,632			$	2,583,701			$	2,533,204
Interest Rate Spread				2.84	%			2.61	%			2.77	%			2.62	%
Net Interest Income/Earning Assets				3.52	%			3.31	%			3.45	%			3.30	%

Total Deposits (Interest-bearing and Demand)		$	2,089,741			$	2,016,520			$	2,075,540			$	2,008,899
(1)	Annualized 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.
---	---
(3)	Rates of return on earning assets and costs of funds are presented on an annualized basis.
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CITIZENS & NORTHERN CORPORATION – FORM 10-Q

TABLE VI - ANALYSIS OF VOLUME AND RATE CHANGES


(In Thousands)		Three Months Ended 6/30/2025 vs. 6/30/2024						.	Six Months Ended 6/30/2025 vs. 6/30/2024
		Change in		Change in		Total			Change in		Change in		Total
		Volume		Rate		Change			Volume		Rate		Change
EARNING ASSETS
Interest-bearing due from banks		$	400	$	(61)	$	339		$	773	$	(96)	$	677
Available-for-sale debt securities:
Taxable			(33)		225		192			(88)		446		358
Tax-exempt			(17)		49		32			(30)		87		57
Total available-for-sale debt securities			(50)		274		224			(118)		533		415
Loans receivable:
Taxable			365		196		561			778		583		1,361
Tax-exempt			(26)		39		13			12		59		71
Total loans receivable			339		235		574			790		642		1,432
Other earning assets			9		0		9			13		(2)		11
Total Interest Income			698		448		1,146			1,458		1,077		2,535

INTEREST-BEARING LIABILITIES
Interest-bearing deposits:
Interest checking			139		(267)		(128)			257		(464)		(207)
Money market			141		(110)		31			91		(259)		(168)
Savings			(3)		0		(3)			(9)		0		(9)
Time deposits			280		(210)		70			875		180		1,055
Total interest-bearing deposits			557		(587)		(30)			1,214		(543)		671
Borrowed funds:
Short-term			(184)		(175)		(359)			(478)		(478)		(956)
Long-term - FHLB advances			(268)		87		(181)			(66)		218		152
Senior notes, net			0		0		0			1		0		1
Subordinated debt, net			1		0		1			1		1		2
Total borrowed funds			(451)		(88)		(539)			(542)		(259)		(801)
Total Interest Expense			106		(675)		(569)			672		(802)		(130)

Net Interest Income		$	592	$	1,123	$	1,715		$	786	$	1,879	$	2,665
(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 amount of the change in each.
---	---

INCOME TAXES

The income tax provision in interim periods is based on the Corporation’s estimate of the effective tax rate expected to be applicable for the full year. The income tax provision for the second quarter 2025 of $1,415,000 was $49,000 higher than the provision for the second quarter 2024, and the provision for the six months ended June 30, 2025 of $2,826,000 was $308,000 higher than the amount for the first six months of 2025 due to a higher amount of pre-tax income in 2025. The effective tax rate (tax provision as a percentage of pre-tax income) was 18.8% in the second quarter 2025 compared to 18.3% in the second quarter 2024 and 18.5% for the first six months of 2025 as compared to 18.1% for the first six months of 2024. The Corporation’s effective tax rates differ from the statutory federal rate of 21% principally because of the effects of tax-exempt interest income, nondeductible interest expense, state income taxes and other permanent differences. 43

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CITIZENS & NORTHERN CORPORATION – FORM 10-Q

The Corporation recognizes deferred tax assets and liabilities based on differences between the consolidated financial statement carrying amounts and the tax basis of assets and liabilities. The net deferred tax asset at June 30, 2025 and December 31, 2024 represents the following temporary difference components:


	****	June 30,		****	December 31,
(In Thousands)		2025			2024
Deferred tax assets:
Unrealized holding losses on securities		$	8,748		$	10,459
Allowance for credit losses on loans			4,733			4,400
Purchase accounting adjustments on loans			272			333
Deferred compensation			1,556			1,465
Operating leases liability			849			692
Deferred loan origination fees			676			697
Net operating loss carryforward			364			423
Accrued incentive compensation			342			678
Other deferred tax assets			1,450			1,520
Total deferred tax assets			18,990			20,667

Deferred tax liabilities:
Right-of-use assets from operating leases			849			692
Core deposit intangibles			407			456
Bank premises and equipment			278			290
Defined benefit plans - ASC 835			95			90
Other deferred tax liabilities			15			41
Total deferred tax liabilities			1,644			1,569
Deferred tax asset, net		$	17,346		$	19,098

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.

Management believes the recorded net deferred tax asset at June 30, 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.

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. 44

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CITIZENS & NORTHERN CORPORATION – FORM 10-Q

The composition of the available-for-sale debt securities portfolio at June 30, 2025 and December 31, 2024, 2023 and 2022 is as follows:


(Dollars In Thousands)		June 30, 2025						December 31, 2024						December 31, 2023						December 31, 2022
		Amortized			Fair			Amortized			Fair		****	Amortized			Fair			Amortized			Fair
	****	Cost		****	Value		****	Cost		****	Value			Cost		****	Value			Cost		****	Value
Obligations of the U.S. Treasury		$	8,057			7,374		$	8,067			7,118		$	12,325			11,290		$	35,166		$	31,836
Obligations of U.S. Government agencies			9,790			8,996			10,154			9,025			11,119			9,946			25,938			23,430
Bank holding company debt securities			28,961			25,767			28,958			25,246			28,952			23,500			28,945			25,386
Obligations of states and political subdivisions:
Tax-exempt			109,330			97,960			111,995			101,302			113,464			104,199			146,149			132,623
Taxable			50,499			43,218			51,147			42,506			58,720			50,111			68,488			56,812
Mortgage-backed securities issued or guaranteed by U.S. Government agencies or sponsored agencies:
Residential pass-through securities			100,257			93,530			104,378			94,414			105,549			95,405			112,782			99,941
Residential collateralized mortgage obligations			53,465			51,129			53,389			49,894			50,212			46,462			44,868			40,296
Commercial mortgage-backed securities			74,380			67,008			73,470			64,501			76,412			66,682			91,388			79,686
Private label commercial mortgage-backed securities			5,578			5,580			8,365			8,374			8,215			8,160			8,070			8,023
Asset-backed securities,
Collateralized loan obligations			5,500			5,490			0			0			0			0			0			0
Total Available-for-Sale Debt Securities		$	445,817		$	406,052		$	449,923		$	402,380		$	464,968		$	415,755		$	561,794		$	498,033

Aggregate Unrealized Loss					$	(39,765)					$	(47,543)					$	(49,213)					$	(63,761)
Aggregate Unrealized Loss as a % of Amortized Cost						(8.9)	%					(10.6)	%					(10.6)	%					(11.3)	%

As reflected in the table above, the fair value of available-for-sale securities was lower than the amortized cost basis by $39,765,000, or 8.9% at June 30, 2025, $47,543,000, or 10.6%, at December 31, 2024, $49,213,000, or 10.6%, at December 31, 2023 and $63,761,000, or 11.3%, at December 31, 2022. The volatility in the fair value of the portfolio, including the reduction in fair value, resulted from changes in interest rates. The table also shows that the amortized cost basis of the portfolio has been reduced to $445,817,000 at June 30, 2025 from $561,794,000 at December 31, 2022 as proceeds from maturities and sales have been used to help fund loan growth and for other purposes.

Additional information regarding the potential impact of interest rate changes on all of the Corporation’s financial instruments is provided in Item 3, Quantitative and Qualitative Disclosures about Market Risk.

As described in Note 5 to the unaudited 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 June 30, 2025 before it is able to recover the amortized cost basis. Further, management reviewed the Corporation’s holdings as of June 30, 2025 and concluded there were no credit-related declines in fair value. Additional information related to the types of securities held at June 30, 2025, other than securities issued or guaranteed by U.S. Government entities or agencies, is as follows:

●

Bank holding company debt securities – All of the Corporation’s holdings of bank holding company debt securities were investment grade and there have been no payment defaults. There were seven securities with face amounts ranging from $3 million to $5 million, including one senior security and six subordinated securities. All of the issuers have publicly traded common stock. At June 30, 2025, the securities have external ratings ranging from BBB-/Baa3 to A-.

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CITIZENS & NORTHERN CORPORATION – FORM 10-Q

●	Obligations of states and political subdivisions (municipal bonds) –Most of the Corporation’s holdings of municipal bonds were investment grade and there have been no payment defaults. Summary ratings information at June 30, 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 – 74%; A – 7%.
●	Private label commercial mortgage-backed securities (PLCMBS) – There were two PLCMBS securities, both 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.
---	---
●	Collateralized loan obligations (CLOs) – There were two CLOs securities, both 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 June 30, 2025.

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 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 June 30, 2025.

Table VII shows the composition of the loan portfolio at June 30, 2025 and at year-end from 2020 through 2024. Throughout this time period, the portfolio was primarily commercial in nature. At June 30, 2025, commercial loans represented 76% of the portfolio while residential loans totaled 21% of the portfolio.

Also included in Table VII is additional detail regarding the composition of the non-owner occupied commercial real estate loan portfolio at June 30, 2025. As shown in Table VII, 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 $118,007,000, or 6.1% of gross loans receivable. Within this segment there were two loans with a total amortized cost basis of $2,913,000 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 June 30, 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. Total participation loans outstanding amounted to $33,756,000 at June 30, 2025, down from $35,129,000 at December 31, 2024.

The Corporation is a party to financial instruments with off-balance risk, including commitments to extend credit and standby letters of credit. At June 30, 2025, the total contract amount of commitments to extend credit was $408,779,000 as compared to $380,003,000 at December 31, 2024, and the contract amount of standby letters of credit was $65,258,000 at June 30, 2025 as compared to $64,586,000 at December 31, 2024.

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CITIZENS & NORTHERN CORPORATION – FORM 10-Q

expected credit losses on commitments expected to be funded over their estimated lives. The allowance for credit losses for off-balance sheet exposures of $742,000 at June 30, 2025 and $455,000 at December 31, 2024, is included in accrued interest and other liabilities in the unaudited consolidated balance sheets.

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.

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 June 30, 2025, the total outstanding balance of loans the Corporation has repurchased as a result of identified instances of noncompliance amounted to $2,836,000, and the corresponding total outstanding balance of repurchased loans at December 31, 2024 was $3,029,000.

At June 30, 2025, outstanding balances of loans sold and serviced through the MPF Xtra and Original programs totaled $329,716,000, including loans sold through the MPF Xtra program of $154,352,000 and loans sold through the Original program of $175,364,000. At December 31, 2024, outstanding balances of loans sold and serviced through the MPF Xtra and Original programs totaled $329,766,000, including loans sold through the MPF Xtra program of $158,302,000 and loans sold through the Original program of $171,464,000. Based on the fairly limited volume of required repurchases to date, no allowance has been established for representation and warranty exposures as of June 30, 2025 and December 31, 2024.

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CITIZENS & NORTHERN CORPORATION – FORM 10-Q

TABLE VII - SUMMARY OF LOANS BY TYPE

Summary of Loans by Type


(In Thousands)			June 30,		December 31,
	****	2025		****	2024		****	2023		****	2022		****	2021		****	2020
Commercial real estate - non-owner occupied:
Non-owner occupied		$	488,150		$	471,171		$	499,104		$	454,386		$	358,352		$	328,662
Multi-family (5 or more) residential			107,603			105,174			64,076			55,406			49,054			54,893
1-4 Family - commercial purpose			162,208			163,220			174,162			165,805			175,027			198,918
Total commercial real estate - non-owner occupied			757,961			739,565			737,342			675,597			582,433			582,473
Commercial real estate - owner occupied			261,157			261,071			237,246			205,910			196,083			191,075
All other commercial loans:
Commercial and industrial			97,632			96,665			78,832			95,368			118,488			222,923
Commercial lines of credit			124,515			120,078			117,236			141,444			106,338			105,802
Political subdivisions			83,811			94,009			79,031			86,663			75,401			46,295
Commercial construction and land			99,514			92,741			104,123			60,892			59,505			41,000
Other commercial loans			25,027			19,784			20,471			25,710			26,498			29,310
Total all other commercial loans			430,499			423,277			399,693			410,077			386,230			445,330
Residential mortgage loans:
1-4 Family - residential			375,352			383,797			389,262			363,005			327,593			356,532
1-4 Family residential construction			23,144			24,212			24,452			30,577			23,151			18,736
Total residential mortgage			398,496			408,009			413,714			393,582			350,744			375,268
Consumer loans:
Consumer lines of credit (including HELOCs)			56,130			47,196			41,503			36,650			33,522			34,566
All other consumer			15,015			16,730			18,641			18,224			15,837			15,497
Total consumer			71,145			63,926			60,144			54,874			49,359			50,063
Total			1,919,258			1,895,848			1,848,139			1,740,040			1,564,849			1,644,209
Less: allowance for credit losses on loans			(21,699)			(20,035)			(19,208)			(16,615)			(13,537)			(11,385)
Loans, net		$	1,897,559		$	1,875,813		$	1,828,931		$	1,723,425		$	1,551,312		$	1,632,824

Additional details regarding the composition of the non-owner occupied commercial real estate loan portfolio, excluding multi-family (5 or more) residential and 1-4 Family-commercial purpose loans, at June 30, 2025 is as follows:

NON-OWNER OCCUPIED COMMERCIAL REAL ESTATE


(In Thousands)	June 30,		% of Non-owner		% of
	2025		Occupied CRE		Total Loans
Office	$	118,007	24.2	%	6.1	%
Retail		89,485	18.3	%	4.7	%
Industrial		83,334	17.1	%	4.3	%
Hotels		69,163	14.2	%	3.6	%
Mixed Use		60,177	12.3	%	3.1	%
Other		67,984	13.9	%	3.5	%
Total Non-owner Occupied CRE Loans	$	488,150
Total Gross Loans	$	1,919,258

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CITIZENS & NORTHERN CORPORATION – FORM 10-Q

PROVISION AND ALLOWANCE FOR CREDIT LOSSES

A summary of the provision for credit losses for the three-month and six-months periods ended June 30, 2025 and 2024 is as follows:


(In Thousands)	3 Months		3 Months		6 Months		6 Months
	Ended		Ended		Ended		Ended
	June 30,		June 30,		June 30,		June 30,
	2025		2024		2025		2024
Provision for credit losses:
Loans receivable	$	2,075	$	566	$	2,303	$	1,526
Off-balance sheet exposures		279		(1)		287		(7)
Total provision for credit losses	$	2,354	$	565	$	2,590	$	1,519

For the quarter ended June 30, 2025, there was a provision for credit losses of $2,354,000, an increase of $1,789,000 from a provision for credit losses of $565,000 in the second quarter 2024. For the six months ended June 30, 2025, there was a provision for credit losses of $2,590,000, an increase of $1,071,000 compared to $1,519,000 in 2024. As described in more detail above, the provision in the six months ended June 30, 2025 included the impact of increases in the ACL related to changes in qualitative factors and an economic forecast. The allowance for credit losses (“ACL”) was 1.13% of gross loans receivable at June 30, 2025, up from 1.06% at March 31, 2025 and December 31, 2024.

As shown in Table IX, the ACL on loans individually evaluated decreased to $9,000 at June 30, 2025 from $122,000 at December 31, 2024. At June 30, 2025, there were loans to one borrower with a total amortized cost basis of $239,000 for which individual ACLs were recorded. At December 21, 2024, the amortized cost basis of loans to the same borrower was $258,000.

Table IX also shows that, at June 30, 2025 as compared to December 31, 2024, the ACL related to collectively evaluated commercial loans increased by a total of $1,983,000 while the ACL on collectively evaluated consumer loans decreased $164,000 and the ACL on collectively evaluated residential mortgage loans decreased $42,000. The net increase in qualitative adjustments for commercial loans included an increase in a factor related to past due, nonaccrual and internally risk-rated loans and an increase related to changes in an economic forecast, partially offset by a decrease in WARM method estimated losses resulting mainly from a reduction in the estimated average life of the portfolio.

In the first six months of 2025, net charge-offs totaled $639,000, or 0.07% (annualized) of average outstanding loans. Table VIII shows annual average net charge-off rates over the prior five calendar years ranging from a high of 0.26% in 2022 to a low of 0.01% in 2023.

As presented in Table X, collateral dependent loans totaled $21,196,000 at June 30, 2025, down from $30,125,000 at December 31, 2024. The decrease from December 31, 2024 included two loans related to one relationship with a total amortized cost basis of $11,023,000 at December 31, 2024 that were paid off in April 2025.

Total nonperforming assets were $25,678,000 at June 30, 2025, up $1,536,000 from December 31, 2024. Nonperforming loans increased $1,348,000 from December 31, 2024. Table X shows that total nonperforming assets as a percentage of total assets was 0.98% at June 30, 2025, up from 0.92% at December 31, 2024. Table X also shows that total nonperforming assets as a percentage of assets as of year-end 2020 through 2024, ranged from a high of 1.10% at December 31, 2020 to a low of 0.75% at December 31, 2023.

Table X also shows that loans past due 30-89 days totaled $1,721,000 at June 30, 2025, down from $5,658,000 at December 31, 2024 as there was a net decrease of $3,791,000 in 1-4 Family residential loans past due 30-89 days from December 31, 2024.

Over the period 2020-2024 and the first 6 months of 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. 49

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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 ACL calculated as of June 30, 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 VIII through X present historical data related to loans and the allowance for credit losses.

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


(Dollars In Thousands)		Six Months Ended
		June 30,			June 30,				Years Ended December 31,
	****	2025		****	2024		****	****	2024		****	2023		****	2022		****	2021		****	2020		****
Balance, beginning of year		$	20,035		$	19,208			$	19,208		$	16,615		$	13,537		$	11,385		$	9,836
Adoption of ASU 2016-13 (CECL)			0			0				0			2,104			0			0			0
Charge-offs			(699)			(416)				(1,716)			(356)			(4,245)			(1,575)			(2,465)
Recoveries			60			64				113			92			68			66			101
Net charge-offs			(639)			(352)				(1,603)			(264)			(4,177)			(1,509)			(2,364)
Provision for credit losses on loans			2,303			1,526				2,430			753			7,255			3,661			3,913
Balance, end of period		$	21,699		$	20,382			$	20,035		$	19,208		$	16,615		$	13,537		$	11,385
Net charge-offs as a % of average loans (annualized)			0.07	%		0.04	%			0.09	%		0.01	%		0.26	%		0.09	%		0.16	%

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


(In Thousands)	June 30,		December 31,		December 31,		January 1,
	2025		2024		2023		2023
Loans individually evaluated	$	9	$	122	$	743	$	751
Loans collectively evaluated:
Commercial real estate - nonowner occupied		13,093		11,964		10,379		9,641
Commercial real estate - owner occupied		3,046		2,722		2,111		1,765
All other commercial loans		3,891		3,361		3,811		3,914
Residential mortgage		1,314		1,356		1,764		2,407
Consumer		346		510		400		241
Total Allowance	$	21,699	$	20,035	$	19,208	$	18,719

PRIOR TO CECL ADOPTION


(In Thousands)		As of December 31,
	****	2022		****	2021		****	2020
ASC 310 - Impaired loans - individually evaluated		$	453		$	740		$	925
ASC 450 - Collectively evaluated:
Commercial			10,845			7,553			5,545
Residential mortgage			4,073			4,338			4,091
Consumer			244			235			239
Unallocated			1,000			671			585
Total Allowance		$	16,615		$	13,537		$	11,385

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TABLE X - PAST DUE LOANS AND NONPERFORMING ASSETS


(Dollars In Thousands)		June 30,			As of December 31,
	****	2025		****	2024		****	2023		****	2022		****	2021		****	2020		****
Collateral dependent loans with a valuation allowance		$	239		$	258		$	7,786		$	3,460		$	6,540		$	8,082
Collateral dependent loans without a valuation allowance			20,957			29,867			3,478			14,871			2,636			2,895
Purchased credit impaired loans			0			0			0			1,027			6,558			6,841
Total collateral dependent loans		$	21,196		$	30,125		$	11,264		$	19,358		$	15,734		$	17,818
Total loans past due 30-89 days and still accruing		$	1,721		$	5,658		$	9,275		$	7,079		$	5,106		$	5,918
Nonperforming assets:
Purchased credit impaired loans		$	0		$	0		$	0		$	1,027		$	6,558		$	6,841
Other nonaccrual loans			25,190			23,842			15,177			22,058			12,441			14,575
Total nonaccrual loans			25,190			23,842			15,177			23,085			18,999			21,416
Total loans past due 90 days or more and still accruing			86			119			3,190			2,237			2,219			1,975
Total nonperforming loans			25,276			23,961			18,367			25,322			21,218			23,391
Foreclosed assets held for sale (real estate)			402			181			478			275			684			1,338
Total nonperforming assets		$	25,678		$	24,142		$	18,845		$	25,597		$	21,902		$	24,729

Total nonperforming loans as a % of loans			1.32	%		1.26	%		0.99	%		1.46	%		1.36	%		1.42	%
Total nonperforming assets as a % of assets			0.98	%		0.92	%		0.75	%		1.04	%		0.94	%		1.10	%
Nonaccrual loans as a % of loans			1.31	%		1.26	%		0.82	%		1.33	%		1.21	%		1.30	%
Allowance for credit losses as a % of nonaccrual loans			86.14	%		84.03	%		79.01	%		71.97	%		71.25	%		53.16	%
Allowance for credit losses as a % of total loans			1.13	%		1.06	%		1.04	%		0.95	%		0.87	%		0.69	%

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CITIZENS & NORTHERN CORPORATION – FORM 10-Q

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

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 debt securities with a carrying value of $18,305,000 at June 30, 2025.

The Corporation’s outstanding, available, and total credit facilities at June 30, 2025 and December 31, 2024 are as follows:


		Outstanding						Available						Total Credit
(In Thousands)	****	June 30,		****	December 31,		****	June 30,		****	December 31,		****	June 30,		****	December 31,
		2025			2024			2025			2024			2025			2024
Federal Home Loan Bank of Pittsburgh		$	165,611		$	188,692		$	780,008		$	749,999		$	945,619		$	938,691
Federal Reserve Bank Discount Window			0			0			17,545			18,093			17,545			18,093
Other correspondent banks			0			0			75,000			75,000			75,000			75,000
Total credit facilities		$	165,611		$	188,692		$	872,553		$	843,092		$	1,038,164		$	1,031,784

At June 30, 2025, the Corporation’s outstanding credit facilities with the Federal Home Loan Bank of Pittsburgh consisted of long-term borrowings with par values totaling $143,894,000 and letters of credit totaling $21,717,000. 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. Additional information regarding borrowed funds is included in Note 8 to the unaudited consolidated financial statements.

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 sell available-for-sale securities to meet its obligations or use repurchase agreements placed with brokers to borrow funds secured by investment assets. At June 30, 2025, the carrying value of available-for-sale securities in excess of amounts required to meet pledging or repurchase agreement obligations was $267,695,000.

Deposits totaled $2,109,776,000 at June 30, 2025, up $15,867,000 (0.8%) from $2,093,909,000 at December 31, 2024. Average total deposits were $66,641,000 or 3.3% higher for the six months ended June 30, 2025 as compared to the first six months of 2024 despite a reduction in average brokered deposits of $58,784,000. Brokered deposits, consisting of short-term certificates of deposit and money market funds, totaled $5,005,000 at June 30, 2025, a decrease of $19,016,000 from December 31, 2024.

As shown in the table below, at June 30, 2025, estimated uninsured deposits totaled $649.2 million, or 30.5% of total deposits, as compared to $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 $133.6 million at June 30, 2025. As shown in the table below, total uninsured and uncollateralized deposits amounted to 24.2% of total deposits at June 30, 2025, as compared to 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 $1.1 billion at June 30, 2025. Available funding from these sources totaled 175.6% of uninsured deposits and 221.2% of total uninsured and uncollateralized deposits at June 30, 2025.

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Uninsured Deposits Information	June 30,			December 31,
	2025			2024
Total Deposits - C&N Bank	$	2,127,673		$	2,111,547

Estimated Total Uninsured Deposits	$	649,184		$	632,804
Portion of Uninsured Deposits that are
Collateralized		133,621			161,958
Uninsured and Uncollateralized Deposits	$	515,563		$	470,846

Uninsured and Uncollateralized Deposits as
a % of Total Deposits		24.2	%		22.3	%

Available Funding from Credit Facilities	$	872,553		$	843,092
Fair Value of Available-for-sale Debt
Securities in Excess of Pledging Obligations		267,695			236,945
Highly Liquid Available Funding	$	1,140,248		$	1,080,037

Highly Liquid Available Funding as a % of
Uninsured Deposits		175.6	%		170.7	%

Highly Liquid Available Funding as a % of
Uninsured and Uncollateralized Deposits		221.2	%		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

In August 2018, the Federal Reserve Board issued an interim final rule that expanded applicability of the Board’s small bank holding company capital adequacy policy statement. The interim final rule raised the policy statement’s asset threshold from $1 billion to $3 billion in total consolidated assets for a bank holding company or savings and loan holding company that: (1) is not engaged in significant nonbanking activities; (2) does not conduct significant off-balance sheet activities; and (3) does not have a material amount of debt or equity securities, other than trust-preferred securities, outstanding. The interim final rule provides that, if warranted for supervisory purposes, the Federal Reserve may exclude a company from the threshold increase. Management believes the Corporation meets the conditions of the Federal Reserve’s small bank holding company policy statement and is therefore excluded from consolidated capital requirements at June 30, 2025; however, management believes the Corporation will likely be subject to the consolidated capital requirements upon completion of the previously described acquisition of SQCF. Further, at June 30, 2025, C&N Bank remains subject to regulatory capital requirements administered by the federal banking agencies. 53

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Details concerning capital ratios at June 30, 2025 and December 31, 2024 are presented below. Management believes, as of June 30, 2025, that C&N Bank meets all capital adequacy requirements to which it is subject and maintains a capital conservation buffer (described in more detail below) that allows C&N Bank to avoid limitations on capital distributions, including dividend payments and certain discretionary bonus payments to executive officers. For comparison purposes, the Corporation’s capital ratios are presented along with those of C&N Bank in the table below. Further, as reflected in the table below, the Corporation’s and C&N Bank’s capital ratios at June 30, 2025 and December 31, 2024 exceed the Corporation’s Board policy threshold levels.


(Dollars in Thousands)															Minimum To Be								****
											Minimum To Maintain				Well								****
							Minimum				Capital Conservation				Capitalized Under				Minimum To Meet				****
							Capital				Buffer at Reporting				Prompt Corrective				the Corporation's				****
		Actual					Requirement				Date				Action Provisions				Policy Thresholds				****
	****	Amount		****	Ratio	****	Amount	****	Ratio	****	Amount	****	Ratio	****	Amount	****	Ratio	****	Amount		****	Ratio	****
June 30, 2025:
Total capital to risk-weighted assets:
Consolidated		$	310,005		15.99	%	N/A		N/A		N/A		N/A		N/A		N/A		$	213,253		≥11	%
C&N Bank			294,320		15.21	%	154,819		≥8	%	203,200		≥10.5	%	193,524		≥10	%		212,877		≥11	%
Tier 1 capital to risk-weighted assets:
Consolidated			262,674		13.55	%	N/A		N/A		N/A		N/A		N/A		N/A			174,480		≥9	%
C&N Bank			271,878		14.05	%	116,115		≥6	%	164,496		≥8.5	%	154,819		≥8	%		174,172		≥9	%
Common equity tier 1 capital to risk-weighted assets:
Consolidated			262,674		13.55	%	N/A		N/A		N/A		N/A		N/A		N/A			145,400		≥7.5	%
C&N Bank			271,878		14.05	%	87,086		≥4.5	%	135,467		≥7.0	%	125,791		≥6.5	%		145,143		≥7.5	%
Tier 1 capital to average assets:
Consolidated			262,674		10.21	%	N/A		N/A		N/A		N/A		N/A		N/A			205,818		≥8	%
C&N Bank			271,878		10.62	%	102,363		≥4	%	N/A		N/A		127,954		≥5	%		204,727		≥8	%

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		≥11	%
C&N Bank			287,721		15.19	%	151,567		≥8	%	198,832		≥10.5	%	189,459		≥10	%		208,405		≥11	%
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		≥9	%
C&N Bank			267,231		14.10	%	113,675		≥6	%	161,040		≥8.5	%	151,567		≥8	%		170,513		≥9	%
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		≥7.5	%
C&N Bank			267,231		14.10	%	85,256		≥4.5	%	132,621		≥7.0	%	123,148		≥6.5	%		142,094		≥7.5	%
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		≥8	%
C&N Bank			267,231		10.23	%	104,514		≥4	%	N/A		N/A		130,642		≥5	%		209,027		≥8	%

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 June 30, 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 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 54

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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 June 30, 2025, C&N Bank’s Capital Conservation Buffer, determined based on the minimum total capital ratio, was 7.21%.

On September 25, 2023, the Corporation announced a 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 will 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. For the three and six months ended June 30, 2025, there were no shares repurchased. At June 30, 2025, there were 723,966 shares available to be repurchased under the program.

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. Further, although the Corporation is not currently subject to the specific consolidated capital requirements described herein, the Corporation’s ability to pay dividends, repurchase stock or engage in other activities may be limited by the Federal Reserve if the Corporation fails to hold capital commensurate with its overall risk profile.

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) income within stockholders’ equity. Accumulated other comprehensive (loss) income is excluded from the Bank’s and the Corporation’s regulatory capital ratios. The balance in accumulated other comprehensive loss related to unrealized losses on available-for-sale debt securities, net of deferred income tax, amounted to $31,017,000 at June 30, 2025 and $37,084,000 at December 31, 2024. Changes in accumulated other comprehensive loss are excluded from earnings and directly increase or decrease stockholders’ equity. To the extent unrealized losses on available-for-sale debt securities result from credit losses, unrealized losses are recorded as a charge against earnings. The securities section of Management’s Discussion and Analysis and Note 5 to the unaudited consolidated financial statements provide additional information concerning management’s evaluation of available-for-sale debt securities for credit losses at June 30, 2025.

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ITEM 3. QUANTITATIVE 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 XI, which follows this discussion, is based on the results of calculations performed using the simulation model as of June 30, 2025 and December 31, 2024. The Table shows that as of the respective dates, the changes in net interest income and changes in economic value of equity were within the policy limits in all scenarios.

Based on June 30, 2025 and December 31, 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 June 30, 2025 and December 31, 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 $31.0 million at June 30, 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. 56

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TABLE XI – THE EFFECT OF HYPOTHETICAL CHANGES IN INTEREST RATES


June 30, 2025 Data
(In Thousands)	Period Ending June 30, 2026

Basis Point		Interest		Interest			Net Interest		NII		NII
Change in Rates		Income		Expense			Income (NII)		% Change		Risk Limit
+400	$	158,951	$	82,212		$	76,739		(15.8)	%	25.0	%
+300		153,086		70,869			82,217		(9.8)	%	20.0	%
+200		147,169		60,715			86,454		(5.1)	%	15.0	%
+100		141,179		51,749			89,430		(1.9)	%	10.0	%
0		135,114		43,972			91,142		0.0	%	0.0	%
-100		129,145		39,810			89,335		(2.0)	%	10.0	%
-200		122,250		35,691			86,559		(5.0)	%	15.0	%
-300		114,537		31,571			82,966		(9.0)	%	20.0	%
-400		106,143		27,501			78,642		(13.7)	%	25.0	%

	Economic Value of Equity at June 30, 2025

		Present		Present			Present
Basis Point		Value		Value			Value
Change in Rates		Equity		% Change			Risk Limit
+400	$	507,282		(13.3)	%		50.0	%
+300		536,827		(8.2)	%		45.0	%
+200		561,453		(4.0)	%		35.0	%
+100		578,686		(1.0)	%		25.0	%
0		584,823		0.0	%		0.0	%
-100		561,731		(3.9)	%		25.0	%
-200		524,442		(10.3)	%		35.0	%
-300		469,866		(19.7)	%		45.0	%
-400		403,652		(31.0)	%		50.0	%

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CITIZENS & NORTHERN CORPORATION – FORM 10-Q


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)	%		50.0	%
+300		507,221		(10.4)	%		45.0	%
+200		534,636		(5.6)	%		35.0	%
+100		555,058		(2.0)	%		25.0	%
0		566,339		0.0	%		0.0	%
-100		552,813		(2.4)	%		25.0	%
-200		520,196		(8.1)	%		35.0	%
-300		470,155		(17.0)	%		45.0	%
-400		403,255		(28.8)	%		50.0	%

ITEM 4. 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. 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.

There were no significant changes made to 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 materially affect, our internal control over financial reporting. 58

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CITIZENS & NORTHERN CORPORATION – FORM 10-Q

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

The information provided in Note 10 of the Consolidated Unaudited Financial Statements is hereby incorporated into this Part II, Item 1 by reference.

Item 1A. Risk Factors

Except for the risk factor described immediately below, there have been no material changes from the risk factors previously disclosed in Item 1A of the Corporation’s Annual Report on Form 10-K filed March 6, 2025.

Risk Related to Pending Acquisition of SQCF - The success of the acquisition will depend, in part, on the Corporation’s ability to realize the anticipated benefits and cost savings from successfully combining the businesses of the Corporation and SQCF within the Corporation’s projected timeframe. If the Corporation is not able to achieve these objectives, the anticipated benefits and cost savings of the acquisition may not be realized fully or at all, or may take longer to realize than expected. The Corporation and SQCF have operated and, until the completion of the merger, will continue to operate, independently. It is possible that the integration process could result in the loss of key employees, the disruption of ongoing businesses or inconsistencies in standards, controls, procedures and policies that adversely affect the Corporation’s ability to maintain relationships with clients, customers, depositors and employees or to achieve the anticipated benefits of the acquisition. Integration efforts between the two companies will also divert management attention and resources. These integration matters could have an adverse effect on the Corporation during the transition period.

The Corporation expects to incur substantial expenses in connection with the acquisition, including computer system conversion costs, severance, professional fees and other expenses. The Corporation cannot identify the timing, nature and amount of all such charges as of the date of this filing. The completion of the acquisition depends on the satisfaction of specified conditions, many of which are outside of the Corporation’s control, including the receipt of regulatory approvals and approval of the transaction by SQCF shareholders. If the acquisition is not completed, these expenses would have been expended or would be recognized currently and not capitalized, and the Corporation would not have realized the expected benefits of the acquisition. Additionally, the Corporation’s business may be adversely impacted by the failure to pursue other beneficial opportunities due to the focus of management on the acquisition, without realizing any of the anticipated benefits of completing the acquisition.

The acquisition may not be accretive, and may be dilutive, to the Corporation’s earnings per share, which may negatively affect the market price of the Corporation’s common stock.

The Corporation currently expects the acquisition to be accretive to earnings per share beginning in the first year after closing (excluding one-time charges). This expectation, however, is based on preliminary estimates which may materially change, including the currently expected timing of the acquisition. The Corporation may encounter additional transaction and integration related costs or other factors, such as a delay in the closing of the acquisition, failure to realize all of the benefits anticipated in the acquisition or other factors that affect preliminary estimates or the Corporation’s ability to realize operational efficiencies. Any of these factors could cause a decrease in the Corporation’s earnings per share or decrease or delay the expected accretive effect of the acquisition and contribute to a decrease in the price of the Corporation’s common stock.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Issuer Purchases of Equity Securities

On September 25, 2023, the Corporation announced a treasury stock repurchase program. Under the approved 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 59

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CITIZENS & NORTHERN CORPORATION – FORM 10-Q

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. There were no shares repurchased under the repurchase program during the second quarter 2025. At June 30, 2025, there were 723,966 shares available to be repurchased under the program.

The following table sets forth a summary of purchases by the Corporation, in the open market, of its equity securities during the second 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
April 1 - 30, 2025		0		$	0		0		723,966
May 1 - 31, 2025		0		$	0		0		723,966
June 1 - 30, 2025		0		$	0		0		723,966
Total		0		$	0		0

Item 3. Defaults Upon Senior Securities

None

Item 4. Mine Safety Disclosures

Not applicable

Item 5. **** Other Information

The table below details the directors or executive officers for whom a written plan for the purchase of the Corporation’s common stock that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) became effective in the second quarter 2025.


Name	Title	Effective date	Expiration date
Katherine W. Shattuck	Director	May 1, 2025	April 30, 2026
Frank G. Pellegrino	Director	May 1, 2025	April 30, 2026

The written plan provides for the directors to receive designated fees for their service as directors in the form of the Corporation’s common stock to be purchased in the open market by the Corporation’s transfer agent. Each of the directors identified above asserted they were not aware of material nonpublic information about the Corporation or its common stock at the time they adopted the written plan.

Except as noted above, during the three months ended June 30, 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.

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CITIZENS & NORTHERN CORPORATION – FORM 10-Q

Item 6. Exhibits

Agreement and Plan of Merger dated April 23, 2025 between Susquehanna Community Financial, Inc. and Citizens & Northern Corporation
2.1	Agreement and Plan of Merger dated April 23, 2025 between Susquehanna Community Financial, Inc. and Citizens & Northern Corporation	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

3.2	By-laws	Incorporated by reference to Exhibit 3.1 of the Corporation’s Form 8-K filed February 18, 2022

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

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	The cover page of the Corporation’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, formatted in Inline XBRL (contained in Exhibit 101).	Filed herewith

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CITIZENS & NORTHERN CORPORATION – FORM 10-Q

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	CITIZENS & NORTHERN CORPORATION
August 8, 2025	By: /s/ J. Bradley Scovill
Date	President and Chief Executive Officer
August 8, 2025	By: /s/ Mark A. Hughes
Date	Treasurer and Chief Financial Officer

Exhibit 31.1

CERTIFICATION

I, J. Bradley Scovill, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Citizens & Northern Corporation;

2.	Based on my knowledge, this quarterly 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 quarterly report;

3.	Based on my knowledge, the financial statements, and other financial information included in this quarterly 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 quarterly 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.


August 8, 2025	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 quarterly report on Form 10-Q of Citizens & Northern Corporation;

2.	Based on my knowledge, this quarterly 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 quarterly report;

3.	Based on my knowledge, the financial statements, and other financial information included in this quarterly 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 quarterly 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.


August 8, 2025	By:	/s/ Mark A. Hughes
Date		Treasurer and Chief Financial Officer

Exhibit 32

SECTION 1350 CERTIFICATIONS

In connection with the Quarterly Report of Citizens & Northern Corporation (the “Corporation”) on Form 10-Q for the quarterly period ended June 30, 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.


August 8, 2025	By:	/s/ J. Bradley Scovill
Date		President and Chief Executive Officer

August 8, 2025	By:	/s/ Mark A. Hughes
Date		Treasurer and Chief Financial Officer

These certifications accompany this report on Form 10-Q pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by such Act, be deemed filed by the Corporation for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Such certifications will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that the Corporation specifically incorporates them by reference.

A signed original of this written statement required by Section 906 has been provided to the Corporation and will be retained by the Corporation and furnished to the Securities and Exchange Commission or its staff upon request.