Press Releases

Wellsboro, PA – Citizens & Northern Corporation (“C&N”) (NASDAQ: CZNC) announced its most recent dividend declaration and its unaudited, consolidated financial results for the three-month and nine-month periods ended September 30, 2025. C&N’s principal activity is community banking, and its largest subsidiary is Citizens & Northern Bank (“ C&N Bank”).

Highlights:

• Net income was $6,551,000, or $0.42 diluted earnings per share for the third quarter 2025 as compared to $6,117,000, or $0.40 per diluted share in the second quarter 2025 and $6,365,000, or $0.41 per diluted share in the third quarter 2024. Net income for the nine months ended September 30, 2025 was $18,961,000, or $1.22 diluted earnings per share, up from $17,784,000, or $1.16 diluted earnings per share for the first nine months of 2024.
• Excluding merger-related expenses, net of taxes, of $697,000, adjusted  earnings (non-GAAP) totaled $7,248,000 or $0.47 per diluted share for the third quarter 2025. For the nine months ended September 30, 2025, excluding merger-related expenses, net of taxes, of $850,000 adjusted earnings (non-GAAP) totaled $19,811,000 or $1.28 per diluted share. Management believes disclosure of unaudited earnings results, adjusted to exclude the impact of merger-related expenses, provides useful information to investors for comparative purposes. See table titled “Adjusted Ratios for Merger-Related Expenses- Non-GAAP Reconciliation” for additional information. 
• Net interest income for the third quarter 2025 increased $1,121,000 over the total for the second quarter 2025 and $2,107,000 over the total for third quarter 2024. The net interest margin was 3.62% in the third quarter 2025, up from 3.52% in the second quarter 2025 and 3.29% in the third quarter 2024. For the nine months ended September 30, 2025, net interest income increased $4,738,000 over the total for the first nine months of 2024. The net interest margin was 3.51% for the first nine months of 2025, up from 3.30% in the corresponding period of 2024.
• The provision for credit losses was $2,163,000 in the third quarter 2025, down from $2,354,000 in the second quarter 2025 and up from $1,207,000 in the third quarter 2024. The provision for credit losses was $4,753,000 in the first nine months of 2025, up from $2,726,000 in the first nine months of 2024. The provision in the nine months ended September 30, 2025 included the impact of increases in the allowance for credit losses (“ACL”) related to changes in qualitative factors partially offset by a reduction related to changes in C&N’s average net charge-off experience. The ACL was 1.21% of gross loans receivable at September 30, 2025, up from 1.13% at June 30, 2025, 1.06% at December 31, 2024 and 1.08% at September 30, 2024.
• Total loans receivable were $25,849,000 higher at September 30, 2025 compared to June 30, 2025. Average loans receivable increased 5.2% (annualized) during the third quarter 2025 from the second quarter 2025. Average loans receivable increased by 1.7% for the nine months ended September 30, 2025 as compared to the first nine months of 2024.
• Nonperforming assets totaled $27,189,000, or 1.02% of total assets, at September 30, 2025, up from $25,678,000, or 0.98% of total assets, at June 30, 2025 and $24,638,000, or 0.92% of total assets at September 30, 2024. 
• Deposits totaled $2,165,735,000 at September 30, 2025, up $55,959,000 from June 30, 2025. Average total deposits increased 7.0% (annualized) during the third quarter 2025 from the second quarter 2025 and were $58,280,000 or 2.9% higher for the nine months ended September 30, 2025 as compared to the first nine months of 2024 despite a reduction in average brokered deposits of $57,141,000. 

Dividend Declared and Unaudited Financial Information
On October 23, 2025, C&N’s Board of Directors declared a regular quarterly cash dividend of $0.28 per share. The dividend is payable on November 14, 2025 to shareholders of record as of November 3, 2025.

Highlights related to C&N’s third quarter and September 30, 2025 year-to-date unaudited U.S. GAAP earnings results as compared to results for the second quarter 2025, third quarter 2024 and nine months ended September 30, 2024 are presented below.

Completion of Merger with Susquehanna Community Financial, Inc.
On October 1, 2025, C&N completed its previously announced merger with Susquehanna Community Financial, Inc., (“Susquehanna”). Susquehanna was the parent company of Susquehanna Community Bank, a community bank offering a full range of banking services to the central Pennsylvania market through its seven banking offices located in Lycoming, Northumberland, Synder and Union counties in Pennsylvania. Pursuant to the Agreement and Plan of Merger dated April 23, 2025 between C&N and Susquehanna, Susquehanna merged with and into C&N, with C&N as the surviving corporation in the Merger. Immediately following the completion of the Merger, Susquehanna Community Bank, the wholly owned subsidiary of Susquehanna, merged with and into C&N Bank, with C&N Bank surviving. Upon completion of the merger, shareholders of Susquehanna became entitled to exchange each share of Susquehanna common stock owned for 0.80 shares of C&N common stock. Cash will be issued in lieu of fractional shares resulting from the conversion of Susquehanna’s stock.

In the first nine months of 2025, C&N incurred pre-tax merger-related expenses related to the Susquehanna transaction of $1,049,000, including expenses totaling $882,000 in the third quarter of 2025. Merger-related expenses include initial expenses related to conversion of Susquehanna’s core customer system data into C&N’s core system and legal and other professional expenses. Management estimates total pre-tax merger-related expenses associated with the Susquehanna transaction will be approximately $7.5 million, with most of the expenses expected to be incurred in the fourth quarter of 2025.

Third Quarter 2025 as Compared to Second Quarter 2025
Net income was $6,551,000, or $0.42 per diluted share, for the third quarter 2025 as compared to $6,117,000, or $0.40 per diluted share, for the second quarter 2025. As described above, excluding the effects of merger-related expenses, adjusted earnings (non-GAAP) per share were $0.47 per diluted share for the third quarter 2025. Other significant variances were as follows:

• Net interest income of $22,263,000 in the third quarter 2025 increased $1,121,000 from the second quarter 2025 result. Average total earning assets increased $30,276,000 from the prior quarter, as average loans receivable increased $24,811,000 and interest-bearing due from banks increased $8,789,000. Average total deposits increased $36,467,000 and average total borrowed funds decreased $11,228,000 in the third quarter 2025 from the total for the prior quarter. The net interest margin was 3.62% in the third quarter 2025, up 0.10% from 3.52% in the second quarter 2025. The net interest spread increased 0.10%, as the average yield on earning assets increased 0.07% and the average rate on interest-bearing liabilities decreased 0.03%.
• The provision for credit losses was $2,163,000 in the third quarter 2025, a decrease of $191,000 compared to $2,354,000 in the second quarter 2025. The provision for the third quarter 2025 included a provision related to loans receivable of $1,869,000 and a provision related to off-balance sheet exposures of $294,000. The provision in the third quarter of 2025 resulted mainly from increases in the ACL related to changes in qualitative factors partially offset by a decrease resulting from changes in an economic forecast. The ACL on loans was 1.21% of gross loans receivable at September 30, 2025, up from 1.13% at June 30, 2025. In the third quarter 2025, net charge-offs totaled $94,000 or 0.02% (annualized) of average loans receivable compared to net charge-offs of $548,000 or 0.12% (annualized) of average loans receivable in the second quarter 2025. 
• Noninterest income of $7,304,000 in the third quarter 2025 decreased $838,000 from the second quarter 2025 as there was income of $874,000 recognized in the second quarter 2025 from tax credits related to donations with no corresponding income in the third quarter 2025. 
• Noninterest expense, excluding merger-related expenses of $882,000, totaled $18,507,000 in the third quarter of 2025, a decrease of $724,000 from the second quarter of 2025 total excluding  merger-related expenses of $167,000. Significant variances included the following:
  • Other noninterest expense of $2,496,000 decreased $905,000 from the second quarter 2025. Within this category, donations expense decreased $965,000 from the second quarter 2025 as second quarter results included the impact of donations totaling $922,000 under the Pennsylvania Educational Improvement Tax Credit program which generated the second quarter income from tax credits noted above.
  • Salaries and employee benefits expense of $11,293,000 increased $226,000 from the second quarter 2025 including an increase in base salaries expense of $217,000, or 2.8% and an increase of $102,000 in cash and stock-based compensation, while health insurance expense decreased $101,000 and contributions to the Savings and Retirement and Employee Stock Ownership Plans decreased $98,000.

Third Quarter 2025 as Compared to Third Quarter 2024
Third quarter 2025 net income was $6,551,000, or $0.42 per diluted share, as compared to $6,365,000, or $0.41 per diluted share, in the third quarter 2024. As described above, excluding the effects of merger-related expenses, adjusted earnings (non-GAAP) per share were $0.47 per diluted share for the third quarter 2025. Significant variances were as follows:

• Net interest income of $22,263,000 in the third quarter 2025 was $2,107,000 higher than in the third quarter 2024. The net interest margin increased to 3.62% in the third quarter 2025 from 3.29% in the third quarter 2024. The interest rate spread increased 0.39%, as the average yield on earning assets increased 0.08% while the average rate on interest-bearing liabilities decreased 0.31%. Average total deposits increased $41,554,000  despite a decrease in average brokered deposits of $53,846,000 and average total borrowed funds decreased $56,519,000. Average total earning assets increased $1,585,000 from the third quarter 2024, as average total loans receivable increased $37,761,000, or 2.0% while average interest-bearing due from banks decreased $31,228,000 or 26.0%. 
• As discussed in more detail above, the provision for credit losses was $2,163,000 for the third quarter 2025, compared to a provision for credit losses of $1,207,000 in the third quarter 2024. Net charge-offs totaled $94,000, or 0.02% (annualized) of average loans receivable, in the third quarter of 2025 as compared to $1,237,000, or 0.26% (annualized) of average loans receivable, in the third quarter of 2024. The ACL as a percentage of gross loans receivable was 1.21% at September 30, 2025, an increase from 1.08% at September 30, 2024. 
• Noninterest income of $7,304,000 in the third quarter 2025 increased $171,000 from the third quarter 2024 result, including trust revenue of $2,056,000 which increased $110,000 or 5.7%, reflecting an increase in estate and pension fees.
• Noninterest expense, excluding merger-related expenses of $882,000, totaled $18,507,000 in the third quarter of 2025, an increase of $238,000 from the third quarter of 2024 result. Significant variances included the following:
  • Salaries and employee benefits expense of $11,293,000 increased $418,000 from the third quarter of 2024 including increases of $172,000 in health insurance expense, $150,000 in cash and stock-based compensation and an increase in base salaries expense of $77,000, or 1.0%.
  • Other noninterest expense of $2,496,000 decreased $141,000 from the third quarter 2024 as legal fees and expenses totaled $60,000, a decrease of $158,000 from $218,000 in the third quarter of 2024.

Nine Months Ended September 30, 2025 as Compared to Nine Months Ended September 30, 2024
Net income for the nine-month period ended September 30, 2025 was $18,961,000, or $1.22 per diluted share, as compared to $17,784,000, or $1.16 per diluted share, for the first nine months of 2024. Excluding the impact of merger-related expenses, adjusted earnings (non-GAAP) for the first nine months of 2025 were $19,811,000 or $1.28 per diluted share. Significant variances were as follows:

• Net interest income totaled $63,380,000 in the nine months ended September 30, 2025, an increase of $4,738,000 from the total for the first nine months of 2024. The net interest margin was 3.51% for the first nine months of 2025, up from 3.30% in the corresponding period of 2024. The interest rate spread increased 0.23%, as the average rate on interest-bearing liabilities was 0.14% lower while the average yield on earning assets increased 0.09%. Average total earning assets increased $37,834,000, including an increase in average loans receivable of $32,050,000, or 1.7% and an increase in interest-bearing due from banks of $13,434,000. Average total deposits increased $58,280,000, or 2.9%, despite a $57,141,000 reduction in average brokered deposits to $13,287,000 for the first nine months of 2025 as compared to $70,428,000 for the first nine months of 2024, while average total borrowed funds decreased $44,150,000.
• For the nine months ended September 30, 2025, the provision for credit losses was $4,753,000, an increase of $2,027,000 from the provision for the first nine months of 2024.  The provision in the nine months ended September 30, 2025 included the impact of increases in the ACL related to changes in qualitative factors partially offset by a reduction related to changes in C&N’s average net charge-off experience. In the first nine months of 2025, the ACL on loans receivable increased $3,439,000 to 1.21% at September 30, 2025 as compared to 1.06% at December 31, 2024. Net charge-offs totaled $733,000, or 0.05% (annualized) of average loans receivable for the nine months ended September 30, 2025 compared to $1,589,000, or 0.11% (annualized) of average loans receivable for the first nine months of 2024.
• Noninterest income totaled $22,454,000 in the first nine months of 2025, up $792,000 from the total for the first nine months of 2024. Significant variances included the following:
  • Trust revenue of $6,125,000 increased $268,000, consistent with appreciation in the trading prices of many U.S. equity securities and included an increase in estate fees.
  • Other noninterest income of $4,320,000 increased $237,000 including increases in credit enhancement fees of $69,000, income from merchant services of $55,000, income from tax credits related to donations of $51,000 and letter of credit fees of $50,000.
  • Interchange revenue from debit card transactions of $3,391,000 increased $186,000, including an increase in volume-related incentive income.
  • Net gains from sale of loans of $925,000 increased $139,000, reflecting an increase in volume of residential mortgage loans sold. 
• Noninterest expense, excluding merger-related expenses of $1,049,000, totaled $56,781,000 for the first nine months of 2025, an increase of $953,000 from the total for the first nine months of 2024. Significant variances included the following:  
  • Salaries and employee benefits expense of $34,119,000 increased $659,000, including increases of $548,000 in cash-and stock-based incentive compensation and $137,000 in wealth management-related commissions, while base salaries decreased $52,000. 
  • Other noninterest expense of $8,251,000 increased $315,000. Within this category, significant variances included the following:
    • In 2025, there was a reduction in expense associated with the defined benefit postretirement medical benefit plan of $49,000. In comparison, in 2024, there was a reduction in expense of $513,000 related to the defined benefit postretirement medical benefit plan, including a curtailment gain of $469,000. In addition, pension costs from a frozen defined benefit plan increased $93,000 to $109,000 in 2025 from $14,000 in 2024, primarily from a settlement charge of $87,000 in 2025, and net collection expense increased $60,000 to $38,000 in 2025 as compared to net recoveries of $22,000 in 2024.
    • Legal fees totaled $199,000 in the first nine months of 2025, a decrease of $292,000 from 2024.
• The income tax provision of $4,290,000, or 18.5% of pre-tax income for 2025 increased $324,000 from $3,966,000, or 18.2% of pre-tax income for 2024. The increase in income tax provision was consistent with the increase in pre-tax income of $1,501,000.

Other Information:
Changes in other unaudited financial information were as follows:

• Total assets amounted to $2,664,033,000 at September 30, 2025, up from $2,610,875,000 at June 30, 2025 and down from $2,670,822,000 at September 30, 2024. 
• Cash and due from banks totaled $123,090,000 at September 30, 2025, up from $99,619,000 at June 30, 2025 and down from $184,213,000 at September 30, 2024. 
• The fair value of available-for-sale debt securities at September 30, 2025 was lower than the amortized cost basis by $33,786,000 or 7.5%. In comparison, the aggregate unrealized loss position was $39,765,000 or 8.9% lower than the amortized cost basis at June 30, 2025 and $38,790,000 or 8.7% lower than the amortized cost basis at September 30, 2024. The unrealized loss position of the portfolio has resulted from an increase in interest rates as compared to rates when most of the securities were purchased. The volatility in the fair value of the portfolio has resulted from changes in interest rates. Management reviewed the available-for-sale debt securities as of September 30, 2025 and concluded, as of such date, that there were no credit-related declines in fair value and no allowance for credit losses was recorded as of September 30, 2025.
• Gross loans receivable totaled $1,945,107,000 at September 30, 2025, an increase of $25,849,000 from total loans at June 30, 2025 and an increase of $52,343,000 or 2.8% from total loans at September 30, 2024. In comparing outstanding balances at September 30, 2025 and 2024, total commercial loans were up $55,341,000 or 3.9%, reflecting growth in non-owner occupied commercial real estate loans of $44,263,000 and other commercial loans of $17,190,000 partially offset by a decrease in owner occupied commercial real estate loans of $6,112,000. Total outstanding residential mortgage loans were down $10,619,000 or 2.6% while total consumer loans increased $7,621,000 or 11.6%. The outstanding balance of residential mortgage loans originated and serviced by C&N that have been sold to third parties was $335,330,000 at September 30, 2025, up $10,326,000 or 3.2% from September 30, 2024. 
• At September 30, 2025, the recorded investment in non-owner occupied commercial real estate loans for which the primary purpose is utilization of office space by third parties was $117,046,000, or 6.0% of gross loans receivable. Within this segment there were two loans with a total amortized cost basis of $2,874,000 in nonaccrual status with no individual allowances and the remainder of the non-owner occupied commercial real estate loans with a primary purpose of office space utilization were in accrual status with no individual allowance at September 30, 2025.
• Total nonperforming assets as a percentage of total assets was 1.02% at September 30, 2025, up from 0.98% at June 30, 2025 and 0.92% at September 30, 2024. Total nonperforming assets were $27,189,000 at September 30, 2025, up from $25,698,000 at June 30, 2025 and $24,638,000 at September 30, 2024. 
• Deposits totaled $2,165,735,000 at September 30, 2025, up $55,959,000 from June 30, 2025 including a seasonal increase in deposits of Pennsylvania-based municipal customers of $39,472,000. Total deposits were up $29,856,000 or 1.4% at September 30, 2025 as compared to September 30, 2024, despite a decrease in brokered deposits of $40,047,000. At September 30, 2025, C&N’s estimated uninsured deposits totaled $696.5 million, or 31.9% of the Bank’s total deposits, as compared to $649.2 million, or 30.5% of the Bank’s total deposits at June 30, 2025. Included in uninsured deposits are deposits collateralized by securities (almost exclusively municipal deposits) totaling $178.5 million, or 8.2% of the Bank’s total deposits, at September 30, 2025 as compared to $133.6 million, or 6.3% of the Bank’s total deposits at June 30, 2025. 
• C&N maintained highly liquid sources of available funds totaling $1.147 billion at September 30, 2025, including unused borrowing capacity with the Federal Home Loan Bank of Pittsburgh of $802.2 million, unused availability on the Federal Reserve Bank of Philadelphia’s discount window of $25.2 million, available federal funds lines with other banks of $75 million and available-for-sale debt securities with a fair value in excess of collateral obligations of $244.3 million. At September 30, 2025, available funding from these sources totaled 164.6% of uninsured deposits, and 221.4% of uninsured and uncollateralized deposits. 
• The outstanding balance of borrowed funds, including Federal Home Loan Bank advances, repurchase agreements, senior notes and subordinated debt, totaled $174,254,000 at September 30, 2025, down $51,473,000 from $225,727,000 at September 30, 2024.
• Total stockholders’ equity was $293,959,000 at September 30, 2025, up from $286,357,000 at June 30, 2025 and $277,305,000 at September 30, 2024. Within stockholders’ equity, the portion of accumulated other comprehensive loss related to available-for-sale debt securities was $26,352,000 at September 30, 2025, $31,017,000 at June 30, 2025 and $30,396,000 at September 30, 2024. The volatility in stockholders’ equity related to accumulated other comprehensive loss from available-for-sale debt securities has been caused by fluctuations in interest rates including overall increases in rates as compared to market rates when most of C&N’s securities were purchased. Accumulated other comprehensive loss is excluded from C&N’s regulatory capital ratios.
• On September 25, 2023, the Corporation announced a treasury stock repurchase program with no expiration that can be suspended or terminated by the Board of Directors, in its sole discretion. Under this program, C&N is authorized to repurchase up to 750,000 shares of its common stock. There were no shares repurchased during the nine-month period ended September 30, 2025. At September 30, 2025, there were 723,966 shares available to be repurchased under the program.
• Citizens & Northern Bank is subject to various regulatory capital requirements. At September 30, 2025, Citizens & Northern Bank maintained regulatory capital ratios that exceeded all capital adequacy requirements and was classified as well-capitalized.
• Trust assets under management by C&N’s Wealth Management Group amounted to $1,436,257,000 at September 30, 2025, up from $1,380,547,000 at June 30, 2025, and up 5.7% from $1,359,023,000 at September 30, 2024. Fluctuations in values of assets under management reflect the impact of market volatility.
• Under U.S. GAAP, interest income on tax-exempt securities and loans are reported at their nominal amounts, with the tax benefit accounted for as a reduction in the income tax provision. C&N presents certain analyses and ratios with net interest income determined on a fully taxable-equivalent basis, which are non-GAAP financial measures as presented. C&N believes presentation of net interest income on a fully taxable-equivalent basis provides investors with meaningful information for purposes of comparing the returns on tax-exempt securities and loans with returns on taxable securities and loans. The excess of net interest income on a fully taxable-equivalent basis over the amounts reported under U.S. GAAP was $218,000, $220,000 and $205,000 for the third quarter 2025, second quarter 2025 and third quarter 2024, respectively. The excess of net interest income on a fully taxable-equivalent basis over the amounts reported under U.S. GAAP was $649,000 for the nine months ended September 30, 2025 and $602,000 for the nine months ended September 30, 2024.

Citizens & Northern Corporation is the bank holding company for Citizens & Northern Bank, headquartered in Wellsboro, Pennsylvania which operates 35 banking offices located in Bradford, Bucks, Cameron, Chester, Lancaster, Lycoming, McKean, Northumberland, Potter, Snyder, Sullivan, Tioga, Union and York Counties in Pennsylvania and Steuben County in New York, as well as a loan production office in Elmira, New York. Citizens & Northern Corporation trades on NASDAQ under the symbol “CZNC.” For more information about Citizens & Northern Bank and Citizens & Northern Corporation, visit www.cnbankpa.com.

Safe Harbor Statement: Except for historical information contained herein, the matters discussed in this release are forward-looking statements. Forward-looking statements can be identified by the use of words such as "may," "should," "will," "could," "estimates," "predicts," "potential," "continue," "anticipates," "believes," "plans," "expects," "future," "intends" and similar expressions that are intended to identify forward-looking statements.  Investors are cautioned that all forward-looking statements involve risks and uncertainty, and are not guarantees of future performance.  Actual results may different materially from those expressed in forward-looking statements. Factors that may affect future financial results include, without limitation, the following: changes in monetary and fiscal policies of the Federal Reserve Board and the U.S. Government, particularly related to changes in interest rates; changes in general economic conditions; the potential for adverse developments in the banking industry that could have a negative impact on customer confidence, sources of liquidity and capital funding, and regulatory responses to such developments; C&N’s credit standards and its on-going credit assessment processes might not protect it from significant credit losses; legislative or regulatory changes; downturn in demand for loan, deposit and other financial services in C&N’s market area; increased competition from other banks and non-bank providers of financial services; technological changes and increased technology-related costs; information security breach or other technology difficulties or failures; changes in accounting principles, or the application of generally accepted accounting principles; fraud and cyber malfunction risks as usage of artificial intelligence continues to expand; the integration of Susquehanna’s business and operations with those of C&N may may divert the attention of the management teams of C&N and Susquehanna and cause a loss in the momentum of their ongoing businesses or have unanticipated adverse results on C&N’s or Susquehanna existing businesses, may take longer than anticipated and may be more costly than anticipated; the anticipated cost savings, operational efficiencies and other synergies of the Susquehanna merger may take longer to be realized or may not be achieved in their entirety, and attrition in key client, partner and other relationships relating to the Susquehanna merger may be greater than expected; success of C&N in Susquehanna’s geographic market area will require C&N to attract and retain key personnel in the market and to differentiate C&N from its competitors in the market; and Risk Factors identified in C&N’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. Citizens & Northern disclaims any intention or obligation to publicly update or revise any forward-looking statements, whether as a result of events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.