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• A smaller, regional version of Bank of America.
• Like PNC Financial Services, but focused on local communities in Pennsylvania and New York.

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• Lending Services: Provides commercial, real estate (residential and commercial), and consumer loans to individuals and businesses for various financial needs.
• Deposit Services: Offers a range of checking, savings, money market, and certificate of deposit accounts for individuals and businesses.
• Wealth Management & Trust Services: Delivers investment management, financial planning, and trust administration to help clients manage and grow their assets.
• Digital Banking Services: Provides online and mobile banking platforms, bill pay, and treasury management tools for convenient financial transactions and account management.

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1. Individuals (Retail Customers): This category encompasses consumers and households who utilize the bank for their personal financial needs. Services provided include checking and savings accounts, certificates of deposit, personal loans, credit cards, residential mortgages, home equity loans, and wealth management services (including trust and investment management).

2. Small to Medium-sized Businesses (Commercial Customers): Citizens & Northern serves a wide array of local and regional businesses, from sole proprietorships to larger commercial enterprises. These customers benefit from business checking and savings accounts, commercial real estate loans, commercial and industrial loans (e.g., lines of credit, equipment financing), treasury management services, and merchant services.

3. Local Municipalities and Non-Profit Organizations: The bank also caters to the financial needs of local governmental entities, school districts, and various non-profit organizations within its service area. This typically involves providing deposit accounts and, in some cases, specialized lending products tailored to their operational and project financing requirements.

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J. Bradley Scovill, President and Chief Executive Officer

J. Bradley Scovill was appointed President and Chief Executive Officer of Citizens & Northern in March 2015. He is also a Director of Citizens & Northern Bank and Corporation. Scovill is responsible for the overall strategic direction, vision, and operational management of the corporation, including financial performance, growth initiatives, risk management, and corporate culture. He has led the company through a period of growth and celebrated its 160th anniversary, reflecting on its history of building relationships and empowering communities.

Mark A. Hughes, Executive Vice President and Chief Financial Officer

Mark A. Hughes serves as the Treasurer and Executive Vice President and Chief Financial Officer of Citizens & Northern Bank. In this role, he manages the company's treasury operations, including cash management, capital planning, and financial risk management. Mr. Hughes is crucial in ensuring the company's liquidity, optimizing its capital structure, and safeguarding its financial assets. He has experience as the Chief Financial Officer for a relatively small banking corporation.

Harold F. Hoose III, Executive Vice President and Chief Revenue Officer

Harold F. Hoose III is an Executive Vice President and Chief Revenue Officer of the Bank.

Terry L. Lehman, Chairman

Terry L. Lehman was appointed Chairman of Citizens & Northern Corporation in 2021. He has served as a Director since 2016 and is a retired Certified Public Accountant with over 35 years of experience in public accounting and private industry. Mr. Lehman's background includes extensive experience concentrated in work for financial institutions and public companies. He also served as a Board Member for MidCoast Community Bancorp, Inc. and MidCoast Community Bank from October 2015 to 2020.

Stan R. Dunsmore, Executive Vice President and Chief Credit Officer

Stan R. Dunsmore is an Executive Vice President and Chief Credit Officer of Citizens & Northern Bank. He is responsible for overseeing the bank's credit policies, procedures, and risk management framework, ensuring the quality of its loan portfolio, establishing credit standards, and managing credit-related risks. His leadership in credit administration is fundamental to the financial soundness of the bank.

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1. Deteriorating Asset Quality and Increased Credit Losses: Citizens & Northern faces a significant risk from the noticeable deterioration in its asset quality. The bank has seen an increase in non-performing assets, with total nonperforming assets as a percentage of total assets rising to 1.02% at the end of Q3 2025 from 0.98% at the end of Q2 2025. Non-performing loans as a percentage of total loans also increased to 1.38% from the end of 2024. This trend is accompanied by a substantial increase in the provision for credit losses, which was $2,354,000 in the second quarter of 2025, a significant rise from $236,000 in the first quarter of 2025.

2. Acquisition Integration Risk: The recent acquisition of Susquehanna Community Financial, Inc. presents integration risks. While the deal is expected to increase CZNC's assets and loan portfolio by over 20% and be approximately 17% accretive to earnings per share in 2026, there is a risk that expected efficiencies may not be realized. There could also be unforeseen issues with the quality of the acquired assets or a deterioration of the customer base from the newly acquired bank. The integration process itself can lead to operational challenges and impact the bottom line.

3. Stagnant Growth and Operational Challenges: Citizens & Northern has experienced stagnant loan and earnings growth, consistently missing earnings expectations in recent quarters. The company reported an adjusted profit of $0.47 per share in Q3 2025, which was 11.3% short of expectations, and similar shortfalls occurred in Q2 (14.9% below projections) and Q1 (6.8% shortfall) of 2025. This ongoing challenge in generating meaningful growth, despite strategic initiatives like acquisitions, points to underlying operational challenges that could continue to hinder financial performance.

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The clear emerging threat for Citizens & Northern is the intensifying competition from digital-only banks (neobanks) and specialized online lenders. These fintech competitors leverage technology to offer core banking services like deposits, loans, and payment solutions with significantly lower overhead costs, often resulting in more competitive rates, reduced fees, and superior digital user experiences. This directly challenges CZNC's traditional branch-based community banking model by attracting customers, particularly younger demographics, who prioritize convenience, digital accessibility, and potentially lower costs over physical branch interactions.

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Citizens & Northern (CZNC) is expected to drive future revenue growth over the next two to three years through a combination of strategic acquisitions, improved net interest margin, technological advancements in business services, continued organic growth within its existing regional markets, and the expansion of its wealth management offerings.

• Strategic Acquisitions: The acquisition of Susquehanna Community Financial, Inc. is a significant driver, projected to boost Citizens & Northern's assets by approximately 23% and earnings by 17% in fiscal year 2026. This merger, completed in October 2025, is expected to provide new momentum for the company.
• Net Interest Margin Expansion: Citizens & Northern has demonstrated an expanding net interest margin, which increased to 3.52% in the second quarter of 2025, up from 3.38% in the first quarter of 2025 and 3.31% in the second quarter of 2024. This improvement in profitability from its core lending activities positions the bank favorably, especially as many regional banks face margin pressures.
• Enhanced Business Services through Technology: The company is focused on expanding its offerings for business clients through strategic partnerships. C&N announced collaborations with ZSuite Tech and Clover®, aiming to provide businesses with tools for streamlined financial operations, improved efficiency, regulatory compliance, and integrated point-of-sale (POS) solutions. These initiatives represent a growth in recently launched or enhanced products and services.
• Organic Growth in Existing Regional Markets: Citizens & Northern emphasizes strengthening relationships with customers and communities and continues to seek expansion opportunities within its current regional footprint across Pennsylvania and New York. The bank supports small and mid-sized enterprises with tailored financing solutions, including commercial real estate loans, SBA lending, and treasury management services, contributing to regional economic development.
• Growth of Wealth Management and Trust Services: Citizens & Northern provides wealth management and trust services, including retirement planning, fiduciary administration, and investment advisory solutions. Recent strategic adjustments in wealth management aim to provide comprehensive client solutions and enhance a client-centered approach on a local, market-specific basis, thereby positioning this segment for continued growth.

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Share Repurchases

• On February 18, 2021, Citizens & Northern Corporation authorized an amendment to its treasury stock repurchase program, increasing the number of shares that could be repurchased from 600,000 to 1,000,000, representing 6.25% of outstanding shares at that time.
• A new treasury stock repurchase program was announced on September 25, 2023, authorizing the repurchase of up to 750,000 shares, which was slightly less than 5% of the Corporation's outstanding shares as of August 4, 2023.
• As of October 23, 2025, the company had completed the repurchase of 26,034 shares for $0.44 million under the program announced in September 2023.

Share Issuance

• On July 1, 2020, Citizens & Northern Corporation completed the acquisition of Covenant Financial, Inc. for $77.1 million, with Covenant shareholders receiving C&N common stock for 75% of their shares and cash for the remaining 25%. This resulted in Covenant shareholders owning approximately 13% of C&N Corp.'s common stock outstanding after the merger.
• On October 1, 2025, the merger with Susquehanna Community Financial, Inc. was completed in an all-stock deal valued at $44.3 million. Susquehanna shareholders received 0.80 shares of C&N common stock for each of their shares, totaling approximately 2,273,000 shares issued, and now own about 13% of C&N's outstanding common stock.

Outbound Investments

• Citizens & Northern Corporation completed the acquisition of Covenant Financial, Inc. for $77.1 million on July 1, 2020, to expand its market presence.
• In April 2025, Citizens & Northern Corporation entered into an agreement to acquire Susquehanna Community Financial, Inc. in an all-stock deal valued at $44.3 million, which officially closed on October 1, 2025. This strategic move is expected to significantly expand C&N's presence in central Pennsylvania and increase its consolidated assets to approximately $3.2 billion.

Capital Expenditures

• The net change in property, plant, and equipment, which can indicate capital expenditures, was -$3 million in 2020, -$1 million in 2021, and -$3 million in 2022.
• Projected net change in property, plant, and equipment is -$2 million for both 2023 and 2024.
• Quarterly capital expenditures for June 2025 were $485,000.