CZNC

EX-99

2 cznc-ex99.htm

EX-99

Exhibit 99

​

​

​

Contact:  Charity Frantz

October 22, 2026

570-724-0225

charityf@cnbankpa.com

​

C&N ANNOUNCES RECORD QUARTERLY EARNINGS AND DECLARES INCREASE IN DIVIDEND

​

For Immediate Release:

​

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

1

​

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 2

SEC.gov | Request Rate Threshold Exceeded

U.S. Securities and Exchange Commission

You’ve Exceeded the SEC’s Traffic Limit

Your request rate has exceeded the SEC’s maximum allowable requests per second. Your access to SEC.gov will be limited for 10 minutes.

Current guidelines limit each user to a total of no more than 10 requests per second, regardless of the number of machines used to submit requests. To ensure that SEC.gov remains available to all users, we reserve the right to block IP addresses that submit excessive requests.

The block will be lifted automatically by waiting 10 minutes. Continuing to exceed the SEC’s maximum allowable request rate during the time-out period will extend the duration of the time-out period. To ensure fair access for all users, please reduce the rate of your requests and visit SEC.gov again after the 10 minute time-out period has passed.

For best practices on efficiently downloading information from SEC.gov, including the latest EDGAR filings, visit sec.gov/developer. You can also sign up for email updates on the SEC open data program, including best practices that make it more efficient to download data, and SEC.gov enhancements that may impact scripted downloading processes. For more information, contact opendata@sec.gov.

For more information, please see the SEC’s Web Site Privacy and Security Policy. Thank you for your interest in the U.S. Securities and Exchange Commission.

Reference ID: 0.c706d217.1784983717.4458bc58

More Information

Internet Security Policy

By using this site, you are agreeing to security monitoring and auditing. For security purposes, and to ensure that the public service remains available to users, this government computer system employs programs to monitor network traffic to identify unauthorized attempts to upload or change information or to otherwise cause damage, including attempts to deny service to users.

Unauthorized attempts to upload information and/or change information on any portion of this site are strictly prohibited and are subject to prosecution under the Computer Fraud and Abuse Act of 1986 and the National Information Infrastructure Protection Act of 1996 (see Title 18 U.S.C. §§ 1001 and 1030).

To ensure our website performs well for all users, the SEC monitors the frequency of requests for SEC.gov content to ensure automated searches do not impact the ability of others to access SEC.gov content. We reserve the right to block IP addresses that submit excessive requests. Current guidelines limit users to a total of no more than 10 requests per second, regardless of the number of machines used to submit requests.

If a user or application submits more than 10 requests per second, further requests from the IP address(es) may be limited for a brief period. Once the rate of requests has dropped below the threshold for 10 minutes, the user may resume accessing content on SEC.gov. This SEC practice is designed to limit excessive automated searches on SEC.gov and is not intended or expected to impact individuals browsing the SEC.gov website.

Note that this policy may change as the SEC manages SEC.gov to ensure that the website performs efficiently and remains available to all users.

Note: We do not offer technical support for developing or debugging scripted downloading processes.

EX-99

2 cznc-20260429xex99.htm

EX-99

Exhibit 99

​

Contact:  Charity Frantz

April 29, 2026

570-724-0225

charityf@cnbankpa.com

​

C&N ANNOUNCES FIRST QUARTER 2026 UNAUDITED FINANCIAL RESULTS

​

For Immediate Release:

​

Wellsboro, PA – Citizens & Northern Corporation (“C&N”) (NASDAQ: CZNC) announced its unaudited, consolidated financial results for the three-month period ended March 31, 2026. C&N’s principal activity is community banking, and its largest subsidiary is Citizens & Northern Bank (“C&N Bank”).

​

Brad Scovill, C&N’s President and CEO, commented, “Our first quarter net income of $0.02 per share was well below expectations, mainly due to a significant charge related to one of our largest loans. Having said that, our fundamentals remain very strong, with solid PPNR performance highlighted by 14 basis points of net interest margin expansion and strong capital and liquidity profiles. While our non-performing asset level is somewhat elevated in comparison to that of our peers, we maintain a comparatively higher allowance for credit losses as a percentage of total loans, and we continue to make methodical progress in executing prudent workout strategies for all of our larger nonperforming loans. Looking forward, we remain confident in our ability to execute our strategy for profitable growth.”

​

Highlights:

●Net income was $273,000, or $0.02 diluted earnings per share for the first quarter of 2026 as compared to $4,466,000, or $0.25 diluted earnings per share for the fourth quarter 2025, and $6,293,000, or $0.41 per diluted share in the first quarter 2025. As described in more detail below, first quarter 2026 earnings were negatively impacted by an elevated provision for credit losses and earnings for the fourth quarter 2025 were impacted by merger-related expenses resulting from C&N’s acquisition of Susquehanna Community Financial, Inc. (“Susquehanna”) effective October 1, 2025. Excluding merger-related expenses, net of taxes, adjusted earnings (non-GAAP) totaled $9,966,000 or $0.56 per diluted share for the fourth quarter of 2025. See Table 13 for additional information.

●Pre-tax, pre-provision net revenue (“PPNR”) was $14,142,000 for the first quarter 2026 as compared to $14,445,000 for the fourth quarter 2025 and $8,151,000 for the first quarter 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 include the net impact of growth in net interest income, noninterest income and noninterest expense resulting from C&N’s acquisition of Susquehanna on October 1, 2025. PPNR includes net interest income and noninterest income, net of noninterest expense, but excludes the provision for credit losses, realized gains or losses on securities, merger-related expenses and other nonrecurring items included in earnings. See Table 12 for additional information.

●The provision for credit losses was $13,602,000 in the first quarter 2026 as compared to $1,320,000 in the fourth quarter 2025 and $236,000 in the first quarter 2025. The increase in the first quarter 2026 provision was primarily driven by the impact on the allowance for credit losses (“ACL”) of an increase in net charge-offs to $10,808,000 as compared to $884,000 in the fourth quarter of 2025 and $91,000 in the first quarter of 2025.

●The significant increase in charge-offs in the first quarter of 2026 is 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 loan is secured by a first lien on the leasehold interests of an approximately 190,000 square foot Class A office property with multiple buildings and tenants, located in Bucks County, PA.  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 as of 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.  At March 31, 2026, the amortized cost basis of the loan, net of the partial charge-off, is $5,836,000. Management believes the property’s location and condition provide an opportunity for recovery of value in the future.

●The ACL was 1.42% of gross loans receivable at March 31, 2026, up from 1.32% at December 31, 2025 and 1.06% at March 31, 2025, as the higher level of net charge-offs in the first quarter 2026 impacted the portion of C&N’s ACL determined based on historical loss experience.

1

​

●Total nonperforming assets were 1.33% of total assets at March 31, 2026, up from 1.06% at December 31, 2025 and 0.93% at March 31, 2025. The increase in nonperforming assets in the first quarter 2026 included the impact of classifying the nonowner occupied commer