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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

CURRENT REPORT

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

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December 14, 2023

Date of Report (Date of earliest event reported)

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Citizens & Northern Corporation

(Exact name of registrant as specified in its charter)

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(570) 724-3411

Registrant’s telephone number, including area code

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N/A

(Former name or former address, if changed since last report.)

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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:

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☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

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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).

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Emerging growth company ☐

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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. ☐

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ITEM 8.01.   Other Events

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In December 2023, Citizens & Northern Corporation (“C&N”) repositioned its available-for-sale securities portfolio and its investments in bank-owned life insurance (“BOLI”). As a result of the repositioning, in the fourth quarter 2023, C&N will recognize a net charge to earnings of approximately $1.253 million, or $0.08 per diluted share, reflecting the net impact of the following transactions:

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C&N’s management expects to recover the fourth quarter 2023 loss described above in less than one year, including an estimated positive contribution to net income of $1.5 million in 2024, from reinvestment in assets with higher yields as compared to the yields on the assets sold. In December 2023, proceeds from the sale of securities were used in the $30 million purchase of BOLI noted above and in purchases totaling $13.7 million of AFS debt securities. In 2024, the expected pre-tax and after-tax yield on the new BOLI is 4.41%, for a taxable equivalent yield of 5.58%. In comparison, in 2023, the taxable equivalent yield on the BOLI being surrendered was approximately 2.20%. The AFS debt securities purchased were U.S. Government Agency-issued collateralized mortgage-backed securities (residential) with an estimated yield of 4.83% and an estimated average life of 4.4 years. The AFS debt securities sold included U.S. Treasury obligations, U.S Government Agency obligations and municipal bonds. C&N’s book yield on the AFS debt securities sold was 1.42%, and the weighted-average life of the securities at the time of sale was 2.7 years.

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The information furnished under this Item 8.01 shall not be deemed to be filed for purposes of the Securities Exchange Act of 1934.

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Safe Harbor Statement: This report contains forward-looking statements. C&N intends 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, which are not historical facts, are based on certain assumptions and describe future plans, business objectives and expectations, and are generally identifiable by the use of words such as, "should", “likely”, "expect", “plan”, "anticipate", “target”, “forecast”, and “goal”. This report includes forward-looking statements with respect to the impact of sale and purchase of available-for-sale securities, and surrender and purchase of BOLI, on C&N’s results of operations and financial condition. These forward-looking statements are subject to risks and uncertainties that are difficult to predict, may be beyond management’s control and could cause results to differ materially from those expressed or implied by such forward-looking statements. Additional factors which could have a material, adverse impact on C&N’s operations and future prospects include, but are not limited to, the following:

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These risks and uncertainties should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements.

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ITEM 9.01.   Financial Statements and Exhibits

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(d)    Exhibits.

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SIGNATURES

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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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