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, 2026. C&N’s principal activity is community banking, and its largest subsidiary is Citizens & Northern Bank (the “Bank”).

Brad Scovill, C&N’s President and CEO noted, “I am pleased with our record third quarter 2026 unaudited net income of $16.3 million or $0.92 per share. We experienced net interest income growth, 6 basis points of net interest margin expansion, our efficiency ratio for the quarter dropped to 56.11% and net charge-offs were low at 0.07% of average loans receivable. Results for the quarter included a benefit from a credit for credit losses that was caused mainly by changes in qualitative factors; having said that, we also experienced a reduction in nonperforming loans as we continue to make positive progress on loan workout situations. Pre-tax, pre-provision net revenue, which excludes the impact of the credit for credit losses, increased $1.6 million quarter-over-quarter. Although total loans receivable dropped for the second consecutive quarter due to pay-offs of a few larger loans, our origination levels have been reasonably strong and we remain optimistic about prospects for loan growth going forward. In light of our Board’s confidence in C&N’s prospects for continued strong earnings performance, we are pleased to announce a $0.02 per share increase in our regular quarterly cash dividend, raising the payout to $0.30 per share. This dividend increase reflects our ongoing commitment to creating value for our shareholders.”

Dividend Declared 

On October 22, 2026, C&N’s Board of Directors declared a regular quarterly cash dividend of $0.30 per share payable November 13, 2026, to shareholders of record as of November 2, 2026. The amount is increased by $0.02 from the previous dividend that was declared in July 2026 and paid in August 2026. 

Highlights:

• Net income was $16,285,000, or $0.92 per diluted share for the third quarter 2026 as compared to $14,057,000, or $0.79 per diluted share for the second quarter 2026 and $6,551,000, or $0.42 per diluted share in the third quarter 2025. Net income for the nine months ended September 30, 2026 was $30,615,000, or $1.72 diluted earnings per share, up from $18,961,000, or $1.22 diluted earnings per share for the first nine months of 2025.
• Pre-tax, pre-provision net revenue (“PPNR”), a non-GAAP financial measure, was $17,464,000 for the third quarter 2026 as compared to $15,815,000 for the second quarter 2026 and $11,278,000 for the third quarter of 2025. PPNR was $47,421,000 for the nine months ended September 30 2026 as compared to $29,702,000 for the nine months ended September 30, 2025. PPNR measures the strength of C&N’s core earnings from recurring operations independent of credit volatility. The higher PPNR results in the two most recent quarters included the net impact of growth in net interest income, noninterest income and noninterest expense resulting from C&N’s acquisition of Susquehanna Community Financial, Inc. (“Susquehanna”) on October 1, 2025. PPNR includes net interest income and noninterest income, net of noninterest expense, but excludes the (credit) provision for credit losses, realized gains or losses on securities, the income tax provision, merger-related expenses and other nonrecurring items included in earnings. See Table 13 for additional information and Non-GAAP reconciliation.
• C&N recorded a credit for credit losses (reduction in expense) of $3,171,000 in the third quarter 2026 and  $1,846,000 in the second quarter 2026. The credit for credit losses in the third quarter 2026 included the impact on the allowance for credit losses (“ACL”) of changes in qualitative factors and a reduction in loans receivable. The credit for credit losses in the second quarter 2026 included the impact on the allowance for credit losses (“ACL”) of changes in qualitative factors, net recoveries of $403,000 and a reduction in loans receivable. For the nine months ended September 30, 2026, the provision for credit losses was $8,585,000, up from $4,753,000 for the first nine months of 2025. The provision for the nine months ended September 30, 2026 included the impact on the ACL of an elevated level of net charge-offs, primarily related to one non-owner occupied, commercial real estate loan offset by net reductions in the ACL related to changes in qualitative factors and a reduction in loans receivable.
• Net interest income for the third quarter 2026 increased $587,000 over the total for the second quarter 2026 and $7,942,000 over the total for third quarter 2025. For the first nine months of 2026, net interest income was $24,897,000 higher than in the corresponding period of 2025. The net interest margin increased 0.06% to 4.13% for the third quarter 2026 from 4.07% for the second quarter 2026 and increased 0.51% from 3.62% for the third quarter 2025. The net interest margin increased 0.55% to 4.06% for the first nine months of 2026 from 3.51% for the corresponding period of 2025. Accretion of purchase accounting valuation adjustments related to the Susquehanna merger had a net positive impact on net interest income of $1,630,000 in the nine months ended September 30, 2026.
• Total loans receivable was $17,452,000 lower at September 30, 2026 compared to June 30, 2026, mainly due to higher pay-downs and pay-offs of several larger commercial-purpose loans in the third quarter 2026. Average loans receivable decreased $43,494,000, or 7.3% (annualized), for the third quarter 2026 as compared to the total for the second quarter 2026. Average loans receivable increased $452,728,000, or 23.7%, for the nine months ended September 30, 2026 as compared to the first nine months of 2025, including the impact of loans recorded pursuant to the Susquehanna acquisition,
• At September 30, 2026, C&N’s highly liquid sources of available funds totaled $1.384 billion, or 170.3% of uninsured deposits and 219.0% of uninsured and uncollateralized deposits.

Balance Sheet 

• Total assets were $3,150,204,000 at September 30, 2026 down from $3,151,984,000 at June 30, 2026 and up from $2,664,033,000 at September 30, 2025. 
• Cash and due from banks totaled $99,992,000 at September 30, 2026, up from $82,537,000 at June 30, 2026 and down from $123,090,000 at September 30, 2025. 
• The fair value of available-for-sale debt securities totaled $490,474,000 at September 30, 2026, down from $496,829,000 at June 30, 2026 and up from $415,313,000 at September 30, 2025.  The increase in available-for-sale debt securities from September 30, 2025 included the impact of purchases of available-for-sale debt securities from funding provided by proceeds from the sale of most of the securities acquired from Susquehanna.
• Gross loans receivable totaled $2,331,395,000 at September 30, 2026, down $17,452,000 from total loans at June 30, 2026 and up $386,288,000 from total loans at September 30, 2025. On October 1, 2025, $393,587,000 of loans receivable were recorded pursuant to the acquisition of Susquehanna. The reduction in loans receivable at September 30, 2026 as compared to June 30, 2026 included a reduction in total non-owner occupied commercial real estate loans of $16,288,000 and a reduction in commercial construction and land loans of $13,917,000, resulting mainly from payoffs and paydowns received on several larger loans. 
• Deposits totaled $2,608,512,000 at September 30, 2026, up $4,777,000 from June 30, 2026 and $442,777,000 from September 30, 2025. Deposits of $501,488,000 were assumed from Susquehanna, effective October 1, 2025. Average total deposits increased $8,289,000, or 1.3% (annualized) during the third quarter 2026 from the second quarter 2026 and were $481,963,000 or 23.0% higher for the nine months ended September 30, 2026 as compared to the first nine months of 2025.
• The outstanding balance of borrowed funds, including Federal Home Loan Bank advances, repurchase agreements, senior notes and subordinated debt, totaled $163,458,000 at September 30, 2026, down $6,577,000 from June 30, 2026 and $10,796,000 from September 30, 2025. On June 1, 2026, senior notes totaling $15,000,000 matured and were redeemed.  Also on June 1, 2026, the interest rate on subordinated notes totaling $25,000,000 adjusted from a fixed rate of 3.25% to a variable rate that will reset quarterly based on the Term Secured Overnight Financing Rate plus 259 basis points. At September 30, 2026, the interest rate on the outstanding subordinated notes was 6.42%. C&N is entitled to redeem the subordinated notes, in whole or in part, at any time, subject to regulatory approval to the extent required.
• Total stockholders’ equity was $343,320,000 at September 30, 2026, down from $346,139,000 at June 30, 2026 and up from $293,959,000 at September 30, 2025. 
• Within stockholders’ equity, the portion of accumulated other comprehensive loss related to available-for-sale debt securities was $39,072,000 at September 30, 2026, $24,284,000 at June 30, 2026 and $26,352,000 at September 30, 2025. The volatility in the fair value of the portfolio has resulted from changes in interest rates including significant increases in interest rates as of September 30, 2026 as compared to June 30, 2026. Management reviewed the available-for-sale debt securities as of September 30, 2026 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, 2026. Accumulated other comprehensive losses are excluded from C&N’s regulatory capital ratios.

Asset Quality

• Total nonperforming assets as a percentage of total assets was 1.16% at September 30, 2026, down from 1.28% at June 30, 2026 and up from 1.06% at December 31, 2025 and 1.02% at September 30, 2025. Total nonperforming assets were $36,523,000 at September 30, 2026, down from $40,275,000 at June 30, 2026 and up from $33,113,000 at December 31, 2025 and $27,189,000 at September 30, 2025. The decrease in nonperforming assets in the third quarter 2026 included the impact of moving a non-owner occupied commercial real estate loan with an amortized cost basis of $3,276,000 at September 30, 2026 and June 30, 2026 from nonaccrual to accrual status. Included in nonaccrual loans were loans purchased with credit deterioration (“PCD loans”) that were acquired as part of the Susquehanna merger on October 1, 2025 with a total amortized cost basis of $7,879,000 at September 30, 2026, $8,371,000 at June 30, 2026 and $6,762,000 at December 31, 2025.
• In the third quarter 2026, C&N recorded net charge-offs totaling $403,000 or 0.07% (annualized) of average loans receivable compared to net recoveries totaling $403,000 or 0.07% (annualized) of average loans receivable in the second quarter 2026 and net charge-offs of $94,000 or 0.02% (annualized) of average loans receivable in the third quarter 2025. During the second quarter of 2026, C&N recorded a $675,000 recovery on a loan classified as nonaccrual that was paid off by the borrower through third-party financing. 
• For the nine months ended September 30, 2026, net charge-offs totaled $10,808,000, or 0.61% (annualized) of average loans receivable as compared to net charge-offs of $733,000, or 0.05% (annualized) of average loans receivable for the first nine months of 2025. The significant increase in charge-offs in the nine months ended September 30, 2026 was due to a non-owner occupied, commercial real estate loan originated in 2022 in the amount of $24 million of which $7,200,000 was participated with another financial institution. The loss of a large tenant as well as cash flow requirements of the borrower’s other properties (which C&N has not financed) caused the loan to be downgraded to substandard and placed in nonaccrual status at September 30, June 30 and March 31, 2026. C&N obtained an updated appraisal in April 2026 which was significantly lower than the original appraisal when the loan was originated, resulting in a charge-off of $10,056,000 which was recorded in the first quarter 2026. In the third quarter 2026, C&N recorded an additional charge-off of $352,000 related to this loan. The additional charge-off resulted from advances made to cover borrower expenses in order to protect C&N’s interest in the collateral. At September 30, 2026, the amortized cost basis of the loan, net of the partial charge-offs, was $5,836,000.
• The ACL was 1.24% of gross loans receivable at September 30, 2026, down from 1.39% of gross loans receivable at June 30, 2026 and 1.32% at December 31, 2025 and up from 1.21% at September 30, 2025. The reduction in the ACL as a percentage of loans receivable at September 30, 2026 as compared to June 30, 2026 reflected the impact of a reduction in qualitative factors based on external data used to assess trends in regional economic conditions and commercial real estate values.

Capital

• On September 25, 2023, C&N 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 first nine months of 2026. At September 30, 2026, there were 723,465 shares available to be repurchased under the program.
• Tangible common book value per share, a non-GAAP financial measure, decreased to $15.20 per share at September 30, 2026 from $15.33 per share at June 30, 2026 and $15.46 at September 30, 2025. C&N’s tangible common equity ratio, a non-GAAP financial measure, was 8.86% at September 30, 2026 compared to 8.93% at June 30, 2026 and 9.20% at September 30, 2025. The reductions in tangible common book value per share and the tangible common equity ratio at September 30, 2026 resulted from the increase in accumulated other comprehensive loss related to available-for-sale debt securities, as described in the Balance Sheet section of this press release. See Tables 15 and 16 for more information, including reconciliations.
• C&N and the Bank are subject to various regulatory capital requirements. At September 30, 2026, C&N and C&N Bank maintained regulatory capital ratios that exceeded all capital adequacy requirements and were classified as well-capitalized.

Liquidity

• C&N maintained highly liquid sources of available funds totaling $1.384 billion at September 30, 2026, including unused borrowing capacity with the Federal Home Loan Bank of Pittsburgh of $985.9 million, unused availability on the Federal Reserve Bank of Philadelphia’s discount window of $23.5 million, available federal funds lines with other banks of $75 million and unencumbered available-for-sale debt securities with a fair value of $299.9 million. At September 30, 2026, available funding from these sources totaled 170.3% of uninsured deposits and 219.0% of uninsured and uncollateralized deposits. 
• At September 30, 2026, C&N’s estimated uninsured deposits totaled $812.8 million, or 31.1% of the Bank’s total deposits, as compared to $820.2 million, or 31.4% of the Bank’s total deposits at June 30, 2026 and $696.5 million, or 31.9% of the Bank’s total deposits at September 30, 2025. Included in uninsured deposits are deposits collateralized by securities (almost exclusively municipal deposits) totaling $180.7 million, or 6.9% of the Bank’s total deposits, at September 30, 2026 as compared to $167.8 million, or 6.4% of the Bank’s total deposits, at June 30, 2026 and $178.5 million, or 8.2% of the Bank’s total deposits at September 30, 2025.

Income Statement- Third Quarter 2026 as Compared to Second Quarter 2026

Net Interest Income

• Net interest income of $30,205,000 in the third quarter 2026 increased $587,000 from the second quarter 2026 result. The net interest margin was 4.13% in the third quarter 2026, up 0.06% from 4.07% in the second quarter 2026. The net interest spread increased 0.04%, as the average yield on earning assets increased 0.06% and the average rate on interest-bearing liabilities increased 0.02%. Average total earning assets decreased $14,722,000 from the prior quarter, as average total loans receivable decreased $43,494,000 while average interest-bearing due from banks increased $23,716,000. Average total deposits increased $8,289,000 in the third quarter 2026 as compared to the total for the prior quarter. 
• Accretion of purchase accounting valuation adjustments related to the Susquehanna merger had a net positive impact on net interest income of $552,000 in the third quarter 2026 and $416,000 in the second quarter 2026.

(Credit) Provision for Credit Losses

• C&N recorded a credit for credit losses (reduction in expense) of $3,171,000 in the third quarter 2026 and $1,846,000 in the second quarter 2026. The credit for credit losses in the third quarter 2026 included the impact of a reduction in the ACL resulting from changes in qualitative factors based on external data used to assess trends in regional economic conditions and commercial real estate values and a reduction in loans receivable. The credit for credit losses in the second quarter 2026 included the impact of a reduction in the ACL resulting from changes in qualitative factors, net recoveries of $403,000 and a reduction in loans receivable. 

Noninterest Income

• Noninterest income of $9,352,000 in the third quarter 2026 decreased $448,000 from the total for the second quarter 2026. Significant variances included the following:
  • Other noninterest income of $1,793,000 decreased $512,000 from the second quarter 2026 as there was income of $840,000 recognized in the second quarter 2026 from tax credits related to donations with no corresponding income in the third quarter 2026. Included in the third quarter of 2026 was an annual incentive payment related to volume of checks sold of $226,000 with no corresponding income in the second quarter of 2026. 
  • Net gains from sales of loans of $728,000 increased $120,000 reflecting an increase in the volume of residential mortgage loans sold.

Noninterest Expense

• Noninterest expense of $22,326,000 in the third quarter of 2026 decreased $1,513,000 from the second quarter 2026 total. Significant variances included the following:
  • Other noninterest expense of $3,662,000 decreased $1,137,000 from the second quarter 2026. Within this category, donations decreased $948,000 as donations totaling $933,000 made under the Pennsylvania Educational Improvement Tax Credit program were included in the second quarter which generated income from tax credits of $840,000 with no comparable amounts in the third quarter 2026 as discussed above. 
  • Salaries and employee benefits expense of $12,817,000 decreased $380,000 from the second quarter 2026 including a decrease of $273,000 in cash and stock-based compensation, a decrease of $103,000 or 1.1% in base salaries expense and a decrease in contributions to the Savings and Retirement and Employee Stock Ownership Plans of $105,000, while health insurance expense increased $137,000.

Income Tax Provision

• The income tax provision of $4,117,000, or 20.2% of pre-tax income for the third quarter 2026 increased $749,000 from $3,368,000, or 19.3% of pre-tax income for the second quarter 2026 reflecting an increase in pre-tax income for the quarter.

Other Information:

• Assets under management and advisement by C&N’s Wealth Management Group totaled $2,335,128,000 at September 30, 2026, up from $2,329,362,000 at June 30, 2026, and up 13.9% from $2,050,023,000 at September 30, 2025. Fluctuations in values of assets under administration and advisement reflect the impact of market volatility. 
• The outstanding balance of residential mortgage loans originated and serviced by C&N that have been sold to third parties was $460,639,000 at September 30, 2026, up $5,997,000 from June 30, 2026 and up $125,309,000 from the total at September 30, 2025, reflecting the impact of servicing obligations assumed on such loans that had been sold by Susquehanna prior to the merger. 

Citizens & Northern Corporation is the bank holding company for Citizens & Northern Bank, headquartered in Wellsboro, Pennsylvania, which operates 34 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 wealth management office in Doylestown, Pennsylvania and 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 differ 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; military conflicts including the conflict in the Middle East and the possible expansion of such conflict and the potential geopolitical and economic consequences; 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; difficulties in integrating the former Susquehanna (acquired October 1, 2025); 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 breaches 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 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’s existing businesses, may take longer than anticipated and may be more costly than anticipated; 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.