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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 25, 2023

Date of Report (Date of earliest event reported)

Citizens & Northern Corporation

(Exact name of registrant as specified in its charter)

Pennsylvania

    

0-16084

    

23-2451943

(State or other jurisdiction

(Commission

(IRS Employer

of incorporation)

File Number)

Ident. No.)

90-92 Main Street, Wellsboro, Pennsylvania

16901

(Address of principal executive offices)

(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 
registered

Common Stock, par value $1.00 per share

 

CZNC

 

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 25, 2023, Citizens & Northern Corporation (the “Company”) issued a press release announcing that the Company’s Board of Directors approved a new treasury stock repurchase program.  

Announcement of a new treasury stock repurchase program follows the recent completion of a treasury stock repurchase plan authorized by the Board of Directors in April 2016 and amended in February 2021.  Under the newly approved treasury stock repurchase program, the Company is authorized to repurchase up to 750,000 shares of the Company's common stock or slightly less than 5% of the Company's issued and outstanding shares at August 4, 2023.  Consistent with the previous program, the Board of Directors’ September 22, 2023 authorization provides that: (1) the new treasury stock repurchase program shall be effective when publicly announced and shall continue thereafter until suspended or terminated by the Board of Directors, in its sole discretion; and (2) all shares of common stock repurchased pursuant to the new program shall be held as treasury shares and be available for use and reissuance for purposes as and when determined by the Board of Directors including, without limitation, pursuant to the Company’s Dividend Reinvestment and Stock Purchase Plans and its equity compensation program.  

A copy of the Company’s press release announcing these actions is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01   Financial Statements and Exhibits.

(d)Exhibits

Exhibit No.

Description

99.1

Press Release dated September 25, 2023.

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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.

 

Citizens & Northern Corporation

 

 

 

Date:  September 25, 2023

By:

/s/ Mark A. Hughes

Mark A. Hughes, Treasurer

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