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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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May 19, 2021

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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Pennsylvania |  | 0-16084 |  | 23-2451943
(State or other jurisdiction of incorporation) |  | (Commission File Number) |  | (IRS Employer Ident. No.)
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90-92 Main Street, Wellsboro, Pennsylvania | ​ | ​ | ​ | 16901
(Address of principal executive offices) | ​ | ​ | ​ | (Zip Code)

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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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Title of each class |  | Trading Symbol |  | Name of each exchange on which registered
Common Stock, par value $1.00 per share |  | CZNC |  | Nasdaq Capital Market

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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 1.01 Entry into a Material Definitive Agreement.

On May 19, 2021, Citizens & Northern Corporation (the "Company") entered into Subordinated Note Purchase Agreements (collectively, the "Subordinated Note Purchase Agreements") with certain qualified institutional buyers and institutional accredited investors (collectively, the "Subordinated Note Purchasers") pursuant to which the Company issued and sold $25.0 million in aggregate principal amount of its 3.25% Fixed-to-Floating Rate Subordinated Notes due 2031 (the "Subordinated Notes"). The Subordinated Notes were offered and sold by the Company to the Subordinated Note Purchasers in a private offering in reliance on the Section 4(a)(2) exemption from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the provisions of Regulation D thereunder. The Company intends to use the proceeds from the offering to repay existing subordinated debt and for general corporate purposes.

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The Subordinated Notes mature on June 1, 2031 and bear interest at a fixed annual rate of 3.25%, payable semi-annually in arrears, to but excluding June 1, 2026. From and including June 1, 2026 to but excluding the maturity date or early redemption date, the interest rate will reset quarterly to an interest rate per annum initially equal to the then-current three-month Secured Overnight Financing Rate provided by the Federal Reserve Bank of New York plus 259 basis points, payable quarterly in arrears. The Company 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.

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On May 19, 2021, in connection with the issuance and sale of the Subordinated Notes, the Company entered into Registration Rights Agreements (the "Registration Rights Agreements") with the Subordinated Note Purchasers. Pursuant to the Registration Rights Agreements, the Company has agreed to take certain actions to provide for the exchange of the Subordinated Notes for subordinated notes that are registered under the Securities Act and have substantially the same terms as the Subordinated Notes (the "Exchange Notes"). Under certain circumstances, if the Company fails to meet its obligations under the Registration Rights Agreements, it would be required to pay additional interest to the holders of the Subordinated Notes.

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The Subordinated Notes were issued under an Indenture, dated May 19, 2021 (the "Indenture"), by and between the Company and UMB Bank, National Association, as trustee. The Subordinated Notes are not subject to any sinking fund and are not convertible into or, other than with respect to the Exchange Notes, exchangeable for any other securities or assets of the Company or any of its subsidiaries. The Subordinated Notes are not subject to redemption at the option of the holders. The Subordinated Notes are unsecured, subordinated obligations of the Company only and are not obligations of, and are not guaranteed by, any subsidiary of the Company. The Subordinated Notes rank junior in right to payment to the Company's current and future senior indebtedness, including the Senior Notes (defined below). The Subordinated Notes are intended to qualify as Tier 2 capital for regulatory capital purposes.

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On May 19, 2021, the Company entered into Senior Note Purchase Agreements (collectively, the "Senior Note Purchase Agreements") with certain qualified institutional buyers and institutional accredited investors (collectively, the "Senior Note Purchasers") pursuant to which the Company issued and sold $15.0 million in aggregate principal amount of its 2.75% Fixed Rate Senior Unsecured Notes due 2026 (the "Senior Notes"). The Senior Notes were offered and sold by the Company to the Senior Note Purchasers in a private offering in reliance on the Section 4(a)(2) exemption from the registration requirements of the Securities Act, and the provisions of Regulation D thereunder. The Company intends to use the proceeds from the offering to repay existing subordinated debt and for general corporate purposes.

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The Senior Notes mature on June 1, 2026 and bear interest at a fixed annual rate of 2.75%, payable semi-annually in arrears. The Company is not entitled to redeem the Senior Notes, in whole or in part, at any time.

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The Senior Notes are not subject to any sinking fund and are not convertible into or exchangeable for any other securities or assets of the Company or any of its subsidiaries. The Senior Notes are not subject to redemption at the option of the holders. The Senior Notes are unsecured and unsubordinated obligations of the Company only and are not obligations of, and are not guaranteed by, any subsidiary of the Company. The Senior Notes rank equally in right of payment to the Company's current and future unsecured and unsubordinated indebtedness and will rank senior in right of payment to the Company’s future indebtedness that is subordinated to the Senior Notes, including the Subordinated

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Notes. The Senior Notes will be effectively subordinated to any existing and future secured indebtedness of the Company to the extent of the value of the collateral securing such indebtedness. The Company is a holding company and conducts substantially all of its operations through its subsidiaries. As a result, claims of the holders of the Senior Notes will be structurally subordinated in right of payment to claims of creditors of the Company’s subsidiaries, except to the extent that the Company may be recognized, and receive payment, as a creditor of those subsidiaries.

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The form of Subordinated Note Purchase Agreement, the form of Registration Rights Agreement, the form of Senior Note Purchase Agreement, the Indenture, the form of Subordinated Note, and the form of Senior Note are attached as Exhibits 10.1, 10.2, 10.3, 4.1, 4.2, and 4.3, respectively, to this Current Report on Form 8-K and are incorporated herein by reference. The foregoing descriptions of the Subordinated Note Purchase Agreements, the Registration Rights Agreement, the Indenture, the Subordinated Notes, the Senior Note Purchase Agreements, and the Senior Notes are not complete and are qualified in their entirety by reference to the complete text of the relevant exhibits to this Current Report on Form 8-K.

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Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 of this Current Report on Form 8-K and the full text of the Indenture and form of the Subordinated Note and the Senior Note, which are attached hereto as Exhibits 4.1, 4.2, and 4.3, respectively, are incorporated by reference into this Item 2.03.

Item 7.01 Regulation FD

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In connection with the offering of the Subordinated Notes and the Senior Notes, the Company delivered an investor presentation to potential investors on a confidential basis, a copy of which is furnished herewith as Exhibit 99.2.

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Item 8.01 Other Events

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On May 19, 2021, the Company issued a press release announcing the completion of the offering of the Subordinated Notes and the Senior Notes, a copy of which is furnished herewith as Exhibit 99.1.

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The Company has called for redemption on June 17, 2021 all of its 6.25% Fixed-to-Floating Rate Subordinated Notes due 2026, which have an aggregate principal amount of $8.0 million.

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Item 9.01 Financial Statements and Exhibits.

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4.1 | Indenture, dated May 19, 2021, between Citizens & Northern Corporation and UMB Bank, National Association, as trustee
4.2 | Form of Subordinated Note (incorporated by reference to Exhibit A-2 to Exhibit 4.1)
4.3 | Form of Senior Note
10.1 | Form of Subordinated Note Purchase Agreement
10.2 | Form of Registration Rights Agreement
10.3 | Form of Senior Note Purchase Agreement
99.1 | Press Release, dated May 19, 2021, of Citizens & Northern Corporation.
99.2 | Investor Presentation of Citizens & Northern Corporation
104 | Cover Page Interactive Data File (embedded in the cover page formatted in Inline XBRL)

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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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6 |  |
| CITIZENS & NORTHERN CORPORATION
Dated: May 19, 2021 | By: | /s/ Mark A. Hughes
​ | ​ | Mark A. Hughes
|  | Treasurer and Chief Financial Officer

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