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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
October 1, 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 2.01 |
Completion of Acquisition or Disposition of Assets. |
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On October 1, 2025, Citizens & Northern Corporation, a Pennsylvania corporation (“C&N”), completed its previously announced merger with Susquehanna Community Financial, Inc., a Pennsylvania corporation (“Susquehanna”), pursuant to the Agreement and Plan of Merger dated April 23, 2025 between C&N and Susquehanna (the “Merger Agreement”).
In accordance with the terms of the Merger Agreement, effective as of October 1, 2025, Susquehanna merged with and into C&N (the “Merger”), with C&N as the surviving corporation in the Merger and (b) immediately following the completion of the Merger, Susquehanna Community Bank, the wholly owned subsidiary of Susquehanna, merged with and into Citizens & Northern Bank (“C&N Bank”), the wholly-owned subsidiary of C&N, with C&N Bank surviving (the “Bank Merger”).
Pursuant to the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each share of common stock, par value $1.00 per share, of Susquehanna (“Susquehanna Common Stock”) issued and outstanding immediately prior to the Effective Time, other than certain shares held by C&N and Susquehanna, was converted into the right to receive 0.80 shares (the “Exchange Ratio”) of common stock, par value $1.00 per share, of C&N (“C&N Common Stock” and such shares, the “Merger Consideration”).
The total aggregate consideration payable in the Merger was approximately 2,273,000 shares of C&N Common Stock.
The foregoing description of the Merger and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which was attached as Exhibit 2.1 to C&N’s Current Report on Form 8-K filed on April 23, 2025 and is incorporated into this Item 2.01 by reference.
Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensation Arrangements of Certain Officers. |
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As contemplated by the terms of the Merger Agreement, the Board of Directors (the “C&N Board”) of C&N, effective October 1 2025, appointed Christian C. Trate to Class II of the C&N and C&N Bank Board for a term to expire at the next annual meeting of shareholders of C&N, and is to be nominated as a Class II director at the 2026 annual meeting of C&N shareholders. Additionally, effective October 1, 2025, Mr. Trate was appointed to the Governance and Nominating Committee of the C&N Board and the Wealth Committee of the C&N Bank Board.
In connection with his appointments as director, Mr. Trate will be entitled to the compensation paid to non-employee directors. A description of such compensation can be found under the heading “Director Compensation” in the Proxy Statement filed by C&N on Schedule 14A with the Securities and Exchange Commission on March 14, 2025, and additional information regarding Mr. Trate can be found under the heading “Information about Susquehanna Designees to C&N Board of Directors” in the Proxy Statement/Prospectus filed by C&N pursuant to SEC Rule 424(b)(4) with the Securities and Exchange Commission on July 22, 2025.
Item 8.01 |
Other Events. |
On October 1, 2025, C&N issued a press release announcing the completion of the Merger and the Bank Merger, a copy of which is filed as Exhibit 99.1 and incorporated herein by reference.
Item 9.01 |
Financial Statements and Exhibits. |
(a) Financial statements of businesses acquired.
The financial statements required by this item will be filed by amendment to this Current Report on Form 8-K as soon as practicable, but no later than 71 calendar days after the date this Current Report on Form 8-K is required to be filed.
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(b) Pro forma financial information.
The pro forma financial information required by this item will be filed by amendment to this Current Report on Form 8-K as soon as practicable, but no later than 71 calendar days after the date this Current Report on Form 8-K is required to be filed.
(d)Exhibits
Exhibit No. |
Description |
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2.1 |
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99.1 |
Press Release, dated October 1, 2025, of Citizens & Northern Corporation. |
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: October 1, 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
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Citizens & Northern Corporation and Susquehanna Community Financial, Inc. Announce Completion of Merger For Immediate Release Contact: Charity Frantz (570) 724-0225 charityf@cnbankpa.com 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 the completion of their merger as of October 1, 2025. The parties previously announced the execution of an agreement and plan of merger on April 23, 2025. Under the agreement, Susquehanna merged with and into C&N and Susquehanna’s bank subsidiary, Susquehanna Community Bank, merged into C&N’s bank subsidiary, Citizens & Northern Bank. C&N’s President and CEO, Brad Scovill, said, “We are pleased to welcome Susquehanna’s shareholders, customers and employees to our C&N family. Susquehanna’s relationship-based, community focused culture aligns well with C&N’s mission and values and strengthens our position to build more value for customers and communities in the Central Pennsylvania market. Upon completion of the merger, shareholders of Susquehanna became entitled to exchange each share of Susquehanna common stock owned for 0.80 shares of C&N common stock. together with cash in lieu of fractional shares. Effective as of the completion of the merger, Christian C. Trate was appointed to the boards of directors of C&N and Citizens & Northern Bank. David S. Runk, Chief Executive Officer of Susquehanna and Susquehanna Bank, and Jeffrey G. Hollenbach, President and Chief Operating Officer of Susquehanna and Susquehanna Bank, will join the C&N team as Executive Vice President and Strategic Advisor and Executive Vice President and Region President, respectively. About C&N Citizens & Northern Corporation is the bank holding company for Citizens & Northern Bank, headquartered in Wellsboro, Pennsylvania which operates 35 banking offices located in Bradford, Bucks, Cameron, Chester, Lancaster, Lycoming, McKean, Northumberland, Potter, Snyder, Sullivan, Tioga, Union and York Counties in Pennsylvania and Steuben County in New York, as well as a loan production office in Elmira, New York. | |
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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. 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 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 October 1, 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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