0000810958 false 0000810958 2022-04-21 2022-04-21

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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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April 21, 2022

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 | ​ | (Commission | ​ | (IRS Employer
of incorporation) | ​ | File Number) | ​ | 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.)

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:

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 2.02. Results of Operations and Financial Condition

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Citizens & Northern Corporation (the “Company”) announced unaudited, consolidated financial results for the three-month period ended March 31, 2022. On April 21, 2022, the Company issued a press release titled “C&N Declares Dividend and Announces First Quarter 2022 Unaudited Financial Results,” a copy of which is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. Supplemental, unaudited financial information is furnished as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference. Also, the Company’s “banCNotes,” a report that includes reference to unaudited financial information in Exhibit 99.2 is furnished as Exhibit 99.3 to this Current Report on Form 8-K and is incorporated herein by reference.

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ITEM 9.01. Financial Statements and Exhibits

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(a) Not applicable.

(b) Not applicable.

(c) Not applicable.

(d) Exhibits.

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​ | Exhibit 99.1: Press Release issued by Citizens & Northern Corporation dated April 21, 2022, titled “C&N Declares Dividend and Announces First Quarter 2022 Unaudited Financial Results.”
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​ | Exhibit 99.2: Supplemental, unaudited financial information.
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​ | Exhibit 99.3: banCNotes Quarterly Newsletter April 2022
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​ | Exhibit 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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| CITIZENS & NORTHERN CORPORATION
Dated: April 21, 2022 | By: | /s/ Mark A. Hughes
​ | ​ | Mark A. Hughes
|  | Treasurer and Chief Financial Officer

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