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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
September 22, 2025
Date of Report (Date of earliest event reported)
Citizens & Northern Corporation
(Exact name of registrant as specified in its charter)
Pennsylvania |
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0-16084 |
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23-2451943 |
(State or other jurisdiction |
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(Commission |
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(IRS Employer |
of incorporation) |
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File Number) |
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Ident. No.) |
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90-92 Main Street, Wellsboro, Pennsylvania |
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16901 |
(Address of principal executive offices) |
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(Zip Code) |
(570) 724-3411
Registrant’s telephone number, including area code
N/A
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☒ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading Symbol |
Name of each exchange on which |
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Common Stock, par value $1.00 per share |
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CZNC |
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Nasdaq Capital Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01 Other Events
On September 22, 2025, Citizens & Northern Corporation (“C&N") announced its receipt of all required regulatory approvals or waivers and shareholder approval necessary to complete the previously announced merger of Susquehanna Community Financial, Inc., a Pennsylvania corporation (“Susquehanna”) with and into C&N. The merger is expected to close on October 1, 2025, pending satisfaction of customary closing conditions. A copy of the joint press release announcing the receipt of the regulatory approvals and Susquehanna shareholders’ approval is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d)Exhibits
Exhibit No. |
Description |
99.1 |
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104 |
Cover Page Interactive Data File (embedded in the cover page formatted in Inline XBRL) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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CITIZENS & NORTHERN CORPORATION |
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Date: September 22, 2025 |
By: |
/s/ Mark A. Hughes |
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Mark A. Hughes Treasurer and Chief Financial Officer |
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EXHIBIT 99.1
Citizens & Northern Corporation and Susquehanna Community Financial, Inc. Announce Receipt of Regulatory and Shareholders’ Approvals for Merger | |
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September 22, 2025 Contact: Charity Frantz (570) 724-0225 charityf@cnbankpa.com | |
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WELLSBORO, PA. AND WEST MILTON, PA. -- Citizens & Northern Corporation (“C&N”) (NASDAQ: CZNC), headquartered in Wellsboro, Pennsylvania, and Susquehanna Community Financial, Inc. (“Susquehanna”) (OTCPK: SQCF), headquartered in West Milton, Pennsylvania, announced today receipt of all required regulatory approvals or waivers and shareholders’ approval necessary to complete the previously announced merger of Susquehanna with and into C&N, with C&N surviving, pursuant to the Agreement and Plan of Merger, dated as of April 23, 2025, by and between C&N and Susquehanna. The merger is expected to close on October 1, 2025, pending satisfaction of customary closing conditions. About C&N Citizens & Northern Corporation is the bank holding company for Citizens & Northern Bank, headquartered in Wellsboro, Pennsylvania which operates 28 banking offices located in Bradford, Bucks, Cameron, Chester, Lancaster, Lycoming, McKean, Potter, Sullivan, Tioga, and York Counties in Pennsylvania and Steuben County in New York, as well as a loan production office in Elmira, New York. Citizens & Northern Corporation trades on NASDAQ under the symbol “CZNC.” For more information about Citizens & Northern Bank and Citizens & Northern Corporation, visit www.cnbankpa.com. About SQCF Susquehanna Community Financial, Inc. is the bank holding company for Susquehanna Community Bank, headquartered in West Milton, Pennsylvania, and operates 7 banking offices located in Pennsylvania. SQCF trades on OTCPK under the symbol “SQCF.” For more information about SQCF, visit scb.bank. Cautionary Notes on Forward-Looking Statements This press release contains statements which, to the extent that they are not recitations of historical fact may constitute 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 | |
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other projections as well as statements regarding Citizens & Northern Corporation (the “Corporation”) that may include future plans, objectives, performance, revenues, growth, profits, operating expenses or the Corporation’s underlying assumptions. The words “may”, “would”, “should”, “will”, “likely”, “possibly”, “expect”, “anticipate”, “intend”, “pro forma”, “estimate”, “target”, “potentially”, “probably”, “outlook”, “predict”, “contemplate”, “continue”, “strategic”, “objective”, “plan”, “forecast”, “project” and “believe” or other similar words, phrases or concepts may identify forward-looking statements. Persons reading this press release are cautioned that such statements are only predictions, and that the Corporation’s actual future results or performance may be materially different. Such forward-looking statements involve known and unknown risks and uncertainties. A number of factors, many of which are beyond the Corporation’s control, could cause our actual results, events or developments, or industry results, to be materially different from any future results, events or developments expressed, implied or anticipated by such forward-looking statements. In addition to factors previously disclosed in the reports filed by the Corporation with the SEC and those identified elsewhere in this document, the following factors, among others, could cause actual results to differ materially from forward looking statements: 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; integration efforts between the Corporation and Susquehanna may divert the attention of the management teams of the Corporation and Susquehanna and cause a loss in the momentum of their ongoing businesses; success of the Corporation in Susquehanna’s geographic market area will require the Corporation to attract and retain key personnel in the market and to differentiate the Corporation from its competitors in the market. All forward-looking statements and information made herein are based on management’s current beliefs and assumptions as of September 22, 2025 and speak only as of that date. The Corporation does not undertake to update forward-looking statements. For a complete discussion of the assumptions, risks and uncertainties related to our business generally, you are encouraged to review our filings with the Securities and Exchange Commission, including our most recent annual report on Form 10-K, as well as any changes in risk factors that we may identify in our quarterly or other reports subsequently filed with SEC. |
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