# CITIZENS & NORTHERN CORP (CZNC)

Informational only - not investment advice.

CIK: 0000810958
SIC: 6022 State Commercial Banks
SIC breadcrumb: [Finance, Insurance, And Real Estate](/division/H/) > [Depository Institutions](/major-group/60/) > [SIC 6022 State Commercial Banks](/industry/6022/)
Latest 10-K filed: 2026-03-06
SEC page: https://www.sec.gov/edgar/browse/?CIK=810958
Filing source: https://www.sec.gov/Archives/edgar/data/810958/000110465926024613/cznc-20251231x10k.htm

## At a glance

FY2025 · period end 2025-12-31 · filed 2026-03-06 · accession 0001104659-26-024613 · source: https://data.sec.gov/api/xbrl/companyfacts/CIK0000810958.json

| Metric | Value | FY | Provenance |
| --- | ---: | ---: | --- |
| Revenue | 139,217,000 USD | 2025 | verified |
| Net income | 23,427,000 USD | 2025 | verified |
| Assets | 3,132,469,000 USD | 2025 | verified |
| Free cash flow | 30,098,000 USD | 2025 | computed |
| Net margin | 16.83% | 2025 | computed |
| Revenue YoY | +8.70% | 2025 | computed |
| ROE | 6.86% | 2025 | computed |

Computed values are grepcent-computed from the verified facts above and may differ from ratios the company itself reports. Free cash flow = operating cash flow − capital expenditures. Net margin = net income ÷ revenue. Revenue YoY = FY2025 revenue ÷ FY2024 revenue − 1 (consecutive fiscal years only). ROE = net income ÷ period-end stockholders' equity.

No market price, no rating, no forecast on this site. Not investment advice.

### Peer percentile fingerprint

| Ratio | CZNC | Peer median | Percentile | N |
| --- | ---: | ---: | ---: | ---: |
| Net margin | 16.8% | 21.9% | 23 | 149 |
| Revenue growth | 8.7% | 6.0% | 64 | 148 |
| FCF margin | 21.6% | 23.8% | 39 | 133 |
| ROE | 6.9% | 9.6% | 18 | 149 |
| ROA | 0.7% | 1.1% | 18 | 149 |
| Liabilities / equity | 8.17 | 8.04 | 55 | 149 |

Percentile = share of the N covered peers reporting that ratio whose value is lower (ties counted half); computed among grepcent-covered companies in SIC industry 6022 State Commercial Banks, not the whole market. A higher percentile means a higher value of the ratio, not a better company. Ratios with fewer than 8 reporting peers are omitted. Latest reported values per company; fiscal periods may differ. Descriptive arithmetic - not a score, rating, or ranking.

## Selected Fundamentals
| Metric | Value | Unit | FY | Filed |
| --- | ---: | --- | ---: | --- |
| Revenue | 139217000 | USD | 2025 | 2026-03-06 |
| Net income | 23427000 | USD | 2025 | 2026-03-06 |
| Assets | 3132469000 | USD | 2025 | 2026-03-06 |

## Financials

Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-03-06. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0000810958.json. Derived margins, ratios, and free cash flow are computed from the extracted annual SEC facts.

| Metric | 2015 | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 |
| --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: |
| Revenue |  | 44,098,000 | 45,863,000 | 50,328,000 | 64,771,000 | 77,160,000 | 84,501,000 | 92,647,000 | 113,504,000 | 128,078,000 | 139,217,000 |
| Net income |  | 15,762,000 | 13,434,000 | 22,013,000 | 19,504,000 | 19,222,000 | 30,554,000 | 26,618,000 | 24,148,000 | 25,958,000 | 23,427,000 |
| Diluted EPS | 1.35 | 1.30 | 1.10 | 1.79 | 1.46 | 1.30 | 1.92 | 1.71 | 1.57 | 1.69 |  |
| Operating cash flow |  | 18,510,000 | 19,374,000 | 25,892,000 | 22,461,000 | 24,784,000 | 34,844,000 | 34,599,000 | 33,548,000 | 33,035,000 | 32,003,000 |
| Capital expenditures |  | 1,580,000 | 1,697,000 | 1,167,000 | 2,870,000 | 3,137,000 | 1,864,000 | 3,288,000 | 2,265,000 | 1,906,000 | 1,905,000 |
| Dividends paid |  | 11,112,000 | 11,145,000 | 11,746,000 | 14,041,000 | 14,469,000 | 15,976,000 | 15,865,000 | 15,569,000 | 15,530,000 | 16,293,000 |
| Assets |  | 1,242,292,000 | 1,276,959,000 | 1,290,893,000 | 1,654,145,000 | 2,239,100,000 | 2,327,648,000 | 2,454,307,000 | 2,515,584,000 | 2,610,653,000 | 3,132,469,000 |
| Liabilities |  | 1,056,284,000 | 1,088,516,000 | 1,093,525,000 | 1,409,693,000 | 1,939,344,000 | 2,026,243,000 | 2,204,982,000 | 2,253,203,000 | 2,335,369,000 | 2,790,755,000 |
| Stockholders' equity |  | 186,008,000 | 188,443,000 | 197,368,000 | 244,452,000 | 299,756,000 | 301,405,000 | 249,325,000 | 262,381,000 | 275,284,000 | 341,714,000 |
| Cash and cash equivalents |  | 28,621,000 | 40,244,000 | 37,487,000 | 35,202,000 | 101,857,000 | 104,948,000 | 55,048,000 | 56,878,000 | 126,174,000 | 46,056,000 |
| Free cash flow |  | 16,930,000 | 17,677,000 | 24,725,000 | 19,591,000 | 21,647,000 | 32,980,000 | 31,311,000 | 31,283,000 | 31,129,000 | 30,098,000 |

### Ratios

ROE and ROA use period-end equity/assets. Liabilities / equity uses total liabilities divided by stockholders' equity. Current ratio uses current assets divided by current liabilities when both are reported.

| Metric | 2015 | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 |
| --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: |
| Net margin |  | 35.74% | 29.29% | 43.74% | 30.11% | 24.91% | 36.16% | 28.73% | 21.28% | 20.27% | 16.83% |
| Return on equity |  | 8.47% | 7.13% | 11.15% | 7.98% | 6.41% | 10.14% | 10.68% | 9.20% | 9.43% | 6.86% |
| Return on assets |  | 1.27% | 1.05% | 1.71% | 1.18% | 0.86% | 1.31% | 1.08% | 0.96% | 0.99% | 0.75% |
| Liabilities / equity |  | 5.68 | 5.78 | 5.54 | 5.77 | 6.47 | 6.72 | 8.84 | 8.59 | 8.48 | 8.17 |

## As-reported value updates

1 tracked difference above grepcent's stated thresholds were found between the earliest XBRL-filed value and the value currently on file for the same fiscal period.

Ledger: /company/CZNC/revisions/


## Quarterly

Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-08-07. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0000810958.json.

Flow metrics use discrete quarter-length periods from 10-Q/10-Q/A filings. Q4 revenue and net income are derived only when annual FY and nine-month YTD facts exist for the same fiscal year; derived Q4 values are labeled. EPS Q4 is not derived.

| Quarter | End date | Revenue | Net income | Diluted EPS | Method |
| --- | --- | ---: | ---: | ---: | --- |
| 2022-Q2 | 2022-06-30 |  |  | 0.48 | reported discrete quarter |
| 2022-Q3 | 2022-09-30 |  |  | 0.29 | reported discrete quarter |
| 2023-Q1 | 2023-03-31 |  |  | 0.40 | reported discrete quarter |
| 2023-Q2 | 2023-06-30 |  |  | 0.39 | reported discrete quarter |
| 2023-Q3 | 2023-09-30 | 29,118,000 | 7,591,000 | 0.50 | reported discrete quarter |
| 2023-Q4 | 2023-12-31 | 30,236,000 | 4,261,000 |  | derived Q4 = FY annual - nine-month YTD |
| 2024-Q1 | 2024-03-31 | 30,336,000 | 5,306,000 | 0.35 | reported discrete quarter |
| 2024-Q2 | 2024-06-30 | 31,326,000 | 6,113,000 | 0.40 | reported discrete quarter |
| 2024-Q3 | 2024-09-30 | 33,087,000 | 6,365,000 | 0.41 | reported discrete quarter |
| 2024-Q4 | 2024-12-31 | 33,329,000 | 8,174,000 |  | derived Q4 = FY annual - nine-month YTD |
| 2025-Q1 | 2025-03-31 | 31,709,000 | 6,293,000 | 0.41 | reported discrete quarter |
| 2025-Q2 | 2025-06-30 | 32,454,000 | 6,117,000 | 0.40 | reported discrete quarter |
| 2025-Q3 | 2025-09-30 | 33,650,000 | 6,551,000 | 0.42 | reported discrete quarter |
| 2025-Q4 | 2025-12-31 | 41,404,000 | 4,466,000 |  | derived Q4 = FY annual - nine-month YTD |
| 2026-Q1 | 2026-03-31 | 40,588,000 | 273,000 | 0.02 | reported discrete quarter |
| 2026-Q2 | 2026-06-30 | 41,566,000 | 14,057,000 |  | reported discrete quarter |

## Filed narrative (10-K & 10-Q)

## Business

Verbatim Item 1 Business section from CZNC's latest 10-K: [/company/CZNC/business/](/company/CZNC/business/).

## Risk Factors

Verbatim Item 1A Risk Factors from CZNC's latest 10-K: [/company/CZNC/risk-factors/](/company/CZNC/risk-factors/).

## Latest quarter (10-Q)

Latest 10-Q source: https://www.sec.gov/Archives/edgar/data/810958/000110465926092539/cznc-20260630x10q.htm

Extracted structurally from real Item 2 body heading to real Item 3/4 boundary.
Confidence: high
Filing date: 2026-08-07
Report date: 2026-06-30

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Certain statements in this section and elsewhere in this Quarterly Report on Form 10-Q are forward-looking statements for purposes of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended. Such forward-looking statements may include financial and other projections as well as statements regarding the Corporation that may include future plans, objectives, performance, revenues, growth, profits, operating expenses or the Corporation’s underlying assumptions. Citizens & Northern Corporation and its wholly-owned subsidiaries (collectively, the “Corporation”) intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Reform Act of 1995. Forward-looking statements are not historical facts, are based on certain assumptions and describe future plans, business objectives and expectations, and are generally identifiable by the use of words such as, “may”, “would”, “will”, “should”, “likely”, “possibly”, “expect”, “anticipate”, “intend”, “pro forma”, “estimate”, “target”, “potentially”, “probably”, “outlook”, “predict”, “contemplate”, “continue”, “strategic”, “objective”, “plan”, “forecast”, “project”, “believe” and “goal” or other similar words, phrases or concepts. Persons reading this document are cautioned that such statements are only predictions, and that the Corporation’s actual future results or performance may be materially different. A number of factors could cause our actual results, events or developments, or industry results, to be materially different from any future results, events or developments expressed, implied or anticipated by such forward-looking statements.  In addition to factors previously disclosed in the reports filed by the Corporation with the U.S. Securities and Exchange Commission, including our most recent annual report on Form 10-K and subsequent filings, and those identified elsewhere in this document, the following factors, among others, could cause actual results to differ materially from forward looking statements:

[[GREPCENT_TABLE]]
[["\u25cf","changes in monetary and fiscal policies of the Federal Reserve Board and the U.S. Government, particularly related to changes in interest rates"]]
[[/GREPCENT_TABLE]]

[[GREPCENT_TABLE]]
[["\u25cf","changes in general economic conditions, including unfavorable conditions and trends related to costs of living, unemployment levels, inflation, tariffs and economic growth"]]
[[/GREPCENT_TABLE]]

[[GREPCENT_TABLE]]
[["\u25cf","military conflicts including the conflict in the Middle East and the possible expansion of such conflict and the potential geopolitical and economic consequences"]]
[[/GREPCENT_TABLE]]

[[GREPCENT_TABLE]]
[["\u25cf","the potential for adverse developments in the banking industry that could have a negative impact on customer confidence"]]
[[/GREPCENT_TABLE]]

[[GREPCENT_TABLE]]
[["\u25cf","the possibility that the Corporation\u2019s credit standards and its on-going credit assessment processes might not protect it from significant credit losses"]]
[[/GREPCENT_TABLE]]

[[GREPCENT_TABLE]]
[["\u25cf","difficulties in integrating the operations of the former Susquehanna (acquired by the Corporation October 1, 2025)"]]
[[/GREPCENT_TABLE]]

[[GREPCENT_TABLE]]
[["\u25cf","legislative or regulatory changes"]]
[[/GREPCENT_TABLE]]

[[GREPCENT_TABLE]]
[["\u25cf","downturn in demand for loan, deposit and other financial services in the Corporation\u2019s market area"]]
[[/GREPCENT_TABLE]]

[[GREPCENT_TABLE]]
[["\u25cf","increased competition from other banks and non-bank providers of financial services"]]
[[/GREPCENT_TABLE]]

[[GREPCENT_TABLE]]
[["\u25cf","technological changes and increased technology-related costs"]]
[[/GREPCENT_TABLE]]

[[GREPCENT_TABLE]]
[["\u25cf","information security breaches or other technology difficulties or failures"]]
[[/GREPCENT_TABLE]]

[[GREPCENT_TABLE]]
[["\u25cf","changes in, or the application of, U.S GAAP with respect to the presentation of the Corporation\u2019s financial statements"]]
[[/GREPCENT_TABLE]]

[[GREPCENT_TABLE]]
[["\u25cf","fraud and cyber malfunction risks as usage of artificial intelligence continues to expand"]]
[[/GREPCENT_TABLE]]

[[GREPCENT_TABLE]]
[["\u25cf","integration efforts between the Corporation and Susquehanna may divert the attention of the management teams of the Corporation and Susquehanna and cause a loss in the momentum of their ongoing businesses"]]
[[/GREPCENT_TABLE]]

[[GREPCENT_TABLE]]
[["\u25cf","success of the Corporation in Susquehanna\u2019s geographic market area will require the Corporation to attract and retain key personnel in the market and to differentiate the Corporation from its competitors in the market"]]
[[/GREPCENT_TABLE]]

​

These risks and uncertainties should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. All forward-looking statements and information made herein are based on management’s current beliefs and assumptions as of the date of filing of this document. The Corporation does not undertake to update forward-looking statements.

BUSINESS COMBINATION

On October 1, 2025, the Corporation completed its acquisition of Susquehanna Community Financial, Inc.  (“Susquehanna”). Susquehanna was the parent company of Susquehanna Community Bank, with seven banking offices located in Lycoming, Northumberland, Snyder and Union Counties in Pennsylvania. In connection with the acquisition, the Corporation issued approximately 2.3 million shares of common stock to the former Susquehanna shareholders, resulting in merger consideration valued at $44.6 million

32

Table of Contents

CITIZENS & NORTHERN CORPORATION – FORM 10-Q

and an increase in stockholders’ equity of $44.4 million, net of issuance costs. Intangible assets recorded included goodwill of $10.8 million and a core deposit intangible asset of $10.7 million. Assets acquired included loans valued at $393.6 million, securities valued at $147.6 million, bank-owned life insurance valued at $8.0 million and cash and due from banks of $6.1 million. Liabilities assumed included deposits valued at $501.5 million and short-term borrowings valued at $45.8 million. The assets purchased and liabilities assumed were recorded at their preliminary estimated fair values at the time of closing and may be adjusted for up to one year subsequent to the acquisition. There were no adjustments to the fair value measurements of assets acquired or liabilities assumed in the first six months of 2026.

EARNINGS OVERVIEW

Second Quarter 2026 as Compared to Second Quarter 2025

​

Second quarter 2026 net income was $14,057,000, or $0.79 per diluted share, as compared to $6,117,000, or $0.40 per diluted share, in the second quarter 2025. Significant variances were as follows:

​

[[GREPCENT_TABLE]]
[["","\u25cf","Net interest income of $29,618,000 in the second quarter 2026 was $8,476,000 higher than in the second quarter 2025, including the benefit of income from growth in net earning assets resulting from the Susquehanna merger. The net interest margin increased to 4.07% in the second quarter 2026 from 3.52% in the second quarter 2025. The interest rate spread increased 0.71%, as the average yield on earning assets increased 0.31% while the average rate on interest-bearing liabilities decreased 0.40%. Average total earning assets increased $508,544,000 from the second quarter 2025, as average total loans receivable increased $480,770,000, including the impact of loans acquired from Susquehanna, and average available-for-sale debt securities increased $79,739,000 while average interest-bearing due from banks decreased $53,262,000. Average total deposits increased $487,729,000, including the impact of deposits assumed from Susquehanna, while average brokered deposits decreased $8,450,000."]]
[[/GREPCENT_TABLE]]

[[GREPCENT_TABLE]]
[["","\u25cf","The credit for credit losses was $1,846,000 in the second quarter 2026 as compared to a provision of $2,354,000 in the second quarter 2025. The credit for credit losses in the second quarter 2026 included the impact on the allowance for credit losses (\u201cACL\u201d) of changes in qualitative factors, net recoveries of $403,000 and a reduction in loans receivable. The provision in the second quarter 2025 resulted mainly from increases in the ACL related to changes in qualitative factors and an economic forecast. In the second quarter 2026, net recoveries totaled $403,000 or 0.07% (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. During the second quarter 2026, there was a $675,000 recovery on a loan classified as nonaccrual that was paid off by a borrower through third-party financing. The ACL was 1.39% of gross loans receivable at June 30, 2026, down from 1.42% at March 31, 2026 and up from 1.32% at December 31, 2025 and 1.13% at June 30, 2025."]]
[[/GREPCENT_TABLE]]

[[GREPCENT_TABLE]]
[["","\u25cf","Noninterest income of $9,800,000 in the second quarter 2026 increased $1,658,000 from the second quarter 2025 result. Significant variances included the following:"]]
[[/GREPCENT_TABLE]]

[[GREPCENT_TABLE]]
[["","\u00d8","Service charges on deposit accounts of $1,761,000 increased $339,000, reflecting an increase in volume of fees."]]
[[/GREPCENT_TABLE]]

[[GREPCENT_TABLE]]
[["","\u00d8","Net gains from sale of loans of $608,000 increased $296,000, reflecting an increase in volume of residential mortgage loans sold and includes the impact of $207,000 in net gains from sale of loans primarily attributable to Susquehanna region lending personnel."]]
[[/GREPCENT_TABLE]]

[[GREPCENT_TABLE]]
[["","\u00d8","Other noninterest income of $2,305,000 increased $275,000, including an increase of $123,000 in dividends on Federal Home Loan Bank of Pittsburgh stock."]]
[[/GREPCENT_TABLE]]

[[GREPCENT_TABLE]]
[["","\u00d8","Trust revenue of $2,242,000 increased $275,000, consistent with appreciation in the trading prices of many U.S. equity securities and an increase in new business."]]
[[/GREPCENT_TABLE]]

33

Table of Contents

CITIZENS & NORTHERN CORPORATION – FORM 10-Q

[[GREPCENT_TABLE]]
[["","\u00d8","Brokerage and insurance revenue of $816,000 increased $262,000, reflecting an increase in volume of new transactions."]]
[[/GREPCENT_TABLE]]

​

[[GREPCENT_TABLE]]
[["","\u00d8","Interchange revenue from debit card transactions of $1,347,000 increased $129,000, including an increase in volume-related incentive income."]]
[[/GREPCENT_TABLE]]

​

[[GREPCENT_TABLE]]
[["","\u25cf","Noninterest expense of $23,839,000 in the second quarter 2026 increased $4,441,000 from the second quarter 2025 result, reflecting the impact of the Susquehanna acquisition. Significant variances included the following:"]]
[[/GREPCENT_TABLE]]

[[GREPCENT_TABLE]]
[["","\u00d8","Salaries and employee benefits expense of $13,197,000 increased $2,130,000, including the impact of the Susquehanna acquisition, while cash and stock-based incentive compensation decreased $225,000."]]
[[/GREPCENT_TABLE]]

[[GREPCENT_TABLE]]
[["","\u00d8","Other noninterest expense of $4,799,000 increased $1,398,000 from the second quarter 2025 total. Within this category, significant variances included the following:"]]
[[/GREPCENT_TABLE]]

◾Core deposit intangible amortization expense increased $708,000, related to core deposits assumed from Susquehanna.

[[GREPCENT_TABLE]]
[["","\u25fe","FDIC insurance expense increased $260,000 from the second quarter of 2026, reflecting the impact of the Susquehanna acquisition."]]
[[/GREPCENT_TABLE]]

[Excerpt truncated for page length; source filing is linked above.]

## Latest 10-K MD&A (excerpt)

Latest 10-K Item 7 source: https://www.sec.gov/Archives/edgar/data/810958/000110465926024613/cznc-20251231x10k.htm
Complete FY 2025 MD&A: /company/CZNC/mda/fy2025/

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary.
Confidence: high
Filing date: 2026-03-06
Report date: 2025-12-31

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Certain statements in this section and elsewhere in this Annual Report on Form 10-K are forward-looking statements for purposes of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended. Such forward-looking statements may include financial and other projections as well as statements regarding the Corporation that may include future plans, objectives, performance, revenues, growth, profits, operating expenses or the Corporation’s underlying assumptions. Citizens & Northern Corporation and its wholly-owned subsidiaries (collectively, the “Corporation”) intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Reform Act of 1995. Forward-looking statements are not historical facts, are based on certain assumptions and describe future plans, business objectives and expectations, and are generally identifiable by the use of words such as, “may”, “would”, “will”, "should", “likely”, “possibly”, "expect", "anticipate", “intend”, “pro forma”, “estimate”, “target”, “potentially”, “probably”, “outlook”, “predict”, “contemplate”, “continue”, “strategic”, “objective”, “plan”, “forecast”, “project”, “believe” and “goal” or other similar words, phrases or concepts. Persons reading this document are cautioned that such statements are only predictions, and that the Corporation’s actual future results or performance may be materially different. A number of factors could cause our actual results, events or developments, or industry results, to be materially different from any future results, events or developments expressed, implied or anticipated by such forward-looking statements.  In addition to factors previously disclosed in the reports filed by the Corporation with the SEC, including the Risk Factors section of this Form 10-K, and those identified elsewhere in this document, the following factors, among others, could cause actual results to differ materially from forward looking statements:

[[GREPCENT_TABLE]]
[["\u25cf","changes in monetary and fiscal policies of the Federal Reserve Board and the U.S. Government, particularly related to changes in interest rates"]]
[[/GREPCENT_TABLE]]

[[GREPCENT_TABLE]]
[["\u25cf","changes in general economic conditions"]]
[[/GREPCENT_TABLE]]

[[GREPCENT_TABLE]]
[["\u25cf","the potential for adverse developments in the banking industry that could have a negative impact on customer confidence"]]
[[/GREPCENT_TABLE]]

[[GREPCENT_TABLE]]
[["\u25cf","the possibility that the Corporation\u2019s credit standards and its on-going credit assessment processes might not protect it from significant credit losses"]]
[[/GREPCENT_TABLE]]

[[GREPCENT_TABLE]]
[["\u25cf","difficulties in integrating the operations of the former Susquehanna. (acquired by the Corporation October 1, 2025)"]]
[[/GREPCENT_TABLE]]

[[GREPCENT_TABLE]]
[["\u25cf","legislative or regulatory changes"]]
[[/GREPCENT_TABLE]]

[[GREPCENT_TABLE]]
[["\u25cf","downturn in demand for loan, deposit and other financial services in the Corporation\u2019s market area"]]
[[/GREPCENT_TABLE]]

[[GREPCENT_TABLE]]
[["\u25cf","increased competition from other banks and non-bank providers of financial services"]]
[[/GREPCENT_TABLE]]

[[GREPCENT_TABLE]]
[["\u25cf","technological changes and increased technology-related costs"]]
[[/GREPCENT_TABLE]]

[[GREPCENT_TABLE]]
[["\u25cf","information security breaches or other technology difficulties or failures"]]
[[/GREPCENT_TABLE]]

[[GREPCENT_TABLE]]
[["\u25cf","changes in, or the application of, generally accepted accounting principles with respect to the presentation of the Corporation\u2019s financial statements"]]
[[/GREPCENT_TABLE]]

14

Table of Contents

[[GREPCENT_TABLE]]
[["\u25cf","fraud and cyber malfunction risks as usage of artificial intelligence continues to expand"]]
[[/GREPCENT_TABLE]]

[[GREPCENT_TABLE]]
[["\u25cf","integration efforts between the Corporation and Susquehanna may divert the attention of the management teams of the Corporation and Susquehanna and cause a loss in the momentum of their ongoing businesses"]]
[[/GREPCENT_TABLE]]

[[GREPCENT_TABLE]]
[["\u25cf","success of the Corporation in Susquehanna\u2019s geographic market area will require the Corporation to attract and retain key personnel in the market and to differentiate the Corporation from its competitors in the market"]]
[[/GREPCENT_TABLE]]

​

These risks and uncertainties should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. All forward-looking statements and information made herein are based on management’s current beliefs and assumptions as of the date of filing of this document. The Corporation does not undertake to update forward-looking statements.

​

Completion of Merger with Susquehanna Community Financial, Inc.

​

On October 1, 2025, the Corporation completed its previously announced merger with Susquehanna. Susquehanna was the parent company of Susquehanna Community Bank, with seven banking offices located in Lycoming, Northumberland, Snyder and Union counties in Pennsylvania. Pursuant to the Agreement and Plan of Merger dated April 23, 2025 between the Corporation and Susquehanna, Susquehanna merged with and into the Corporation, with the Corporation 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 the Corporation’s common stock.  Cash was issued in lieu of fractional shares resulting from the conversion of Susquehanna’s stock.  In total, C&N issued approximately 2.3 million shares of common stock to the former Susquehanna stockholders, resulting in total merger consideration valued at $44.6 million and an increase in the Corporation’s stockholders’ equity of $44.4 million, net of equity issuance costs.

​

In connection with the acquisition, effective October 1, 2025, tangible common book value per share (a non-GAAP ratio- see reconciliation on. page 38) was diluted by $0.56, or 3.6%, as the Corporation recorded goodwill of $10.8 million and a core deposit intangible asset of $10.7 million. Assets acquired included loans valued at $393.6 million, cash and due from banks of $6.1 million, bank-owned life insurance valued at $8.0 million and securities valued at $147.6 million. Liabilities assumed included deposits valued at $501.5 million and short-term borrowings valued at $45.8 million. The assets purchased and liabilities assumed in the acquisition were recorded at their preliminary estimated fair values at the time of closing and may be adjusted for up to one year subsequent to the acquisition.

​

In November 2025, the Financial Accounting Standards Board issued Accounting Standards Update 2025-08, Financial Instruments – Credit Losses (ASU 2025-08). The Corporation adopted ASU 2025-08 in accounting for the Susquehanna acquisition. Consistent with ASU 2025-08, The Corporation recorded loans receivable at fair value plus an allowance for credit losses of $7.1 million, including allowances totaling $2.6 million on loans with more than insignificant deterioration in credit quality subsequent to origination (“PCD”) loans and an allowance of $4.5 million on non-PCD loans. At acquisition date, the recorded value of loans receivable included PCD loans totaling $23.7 million.

​

In 2025, the Corporation incurred pre-tax merger-related expenses related to the Susquehanna acquisition of $7,940,000. Merger-related expenses include expenses related to conversion of Susquehanna’s core customer system data into C&N’s core system, severance and legal and other professional expenses. Management believes disclosure of 2025 earnings results, adjusted to exclude the impact of merger-related expenses, net of tax, provides useful information to investors for comparative purposes. The following table provides a reconciliation of the Corporation’s 2025 earnings results under U.S. generally accepted accounting principles (U.S. GAAP) to comparative non-U.S. GAAP results excluding merger-related expenses, net of tax.

​

15

Table of Contents

[[GREPCENT_TABLE]]
[["\u200b","\u200b","\u200b","\u200b","\u200b","\u200b"],["(Dollars in Thousands)","Year Ended"],["\u200b","December 31,"],["\u200b","2025","\u200b","2024"],["Calculation of Adjusted Net Income:","\u200b","\u200b","\u200b","\u200b","\u200b"],["Net Income (GAAP) (A)","$","23,427","\u200b","$","25,958"],["Add: Merger-related expenses (B)","","7,940","\u200b","","0"],["Less: Tax effect of merger-related expenses (C)","","(1,590)","\u200b","","0"],["Adjusted Net Income (D=A+B-C) - Non-GAAP","$","29,777","\u200b","$","25,958"],["Adjusted Net Income Attributable to Common Shares - Non-GAAP","$","29,546","\u200b","$","25,747"],["\u200b","","\u200b","\u200b","\u200b","\u200b"],["Number of Shares Used in Computation-Basic and Diluted - Non-GAAP","\u200b","15,949,789","\u200b","\u200b","15,262,504"],["Net Income-Basic and Diluted per Common Share - GAAP","$","1.46","\u200b","$","1.69"],["Adjusted Net Income-Basic and Diluted Per Common Share - Non-GAAP","$","1.85","\u200b","$","1.69"]]
[[/GREPCENT_TABLE]]

​

EARNINGS OVERVIEW

​

2025 vs. 2024

Net income for the year ended December 31, 2025 was $23,427,000 or $1.46 per diluted share, as compared to $25,958,000, or $1.69 per diluted share, for the year ended December 31, 2024. The addition of Susquehanna contributed to growth in net interest income, noninterest income and noninterest expenses. As disclosed in the table above, adjusted earnings (which is a non-GAAP number that excludes the impact of merger-related expenses, net of tax), for the year ended December 31, 2025 were $29,777,000, or $1.85 per diluted share.

Significant variances were as follows:

[[GREPCENT_TABLE]]
[["\u25cf","Net interest income totaled $91,853,000 for the year ended December 31, 2025, an increase of $12,738,000 from 2024 including the benefit of three months of income from growth in net earning assets resulting from the Susquehanna merger. Average total loans increased $137,995,000 or 7.3% and average total deposits increased $170,215,000, or 8.3%. Average brokered deposits decreased $50,415,000 to $11,123,000 for the year ended December 31, 2025 from $61,538,000 for the year ended December 31, 2024, while average total borrowed funds decreased $44,254,000. The net interest margin was 3.61% for the year ended December 31, 2025, up from 3.30% in the corresponding period of 2024. The interest rate spread increased 0.38%, as the average rate on interest-bearing liabilities was 0.25% lower while the average yield on earning assets increased 0.13%."]]
[[/GREPCENT_TABLE]]

[[GREPCENT_TABLE]]
[["\u25cf","For the year ended December 31, 2025, the provision for credit losses was $6,073,000, up from $2,195,000 in 2024. The provision for the year ended December 31, 2025 included the impact of increases in the allowance for credit losses (\u201cACL\u201d) related to changes in qualitative factors. The ACL increased $11,013,000, to 1.32% of loans receivable at December 31, 2025 as compared to 1.06% at December 31, 2024, including the impact of growth in the loan portfolio, mainly from the Susquehanna acquisition, as well as a net increase related to changes in qualitative factors. For the year ended December 31, 2025, net charge-offs totaled $1,617,000, or 0.08% of average loans receivable as compared to net charge-offs for 2024 of $1,603,000, or 0.09% of average loans receivable."]]
[[/GREPCENT_TABLE]]

[Excerpt truncated for page length; the complete text is on the linked full-MD&A page.]

Read the full FY 2025 MD&A: /company/CZNC/mda/fy2025/
All MD&A years: /company/CZNC/mda/


## MD&A history

Prior-year 10-K MD&A spans are extracted from SEC filings with the same bounded parser used for the latest filing. Each year's full verbatim text is on its own sub-page.

- [FY 2024 MD&A](/company/CZNC/mda/fy2024/): filed 2025-03-06; accession 0001558370-25-002408 (https://www.sec.gov/Archives/edgar/data/810958/000155837025002408/cznc-20241231x10k.htm)
- [FY 2023 MD&A](/company/CZNC/mda/fy2023/): filed 2024-03-11; accession 0001558370-24-002879 (https://www.sec.gov/Archives/edgar/data/810958/000155837024002879/cznc-20231231x10k.htm)
- [FY 2022 MD&A](/company/CZNC/mda/fy2022/): filed 2023-03-16; accession 0001558370-23-003990 (https://www.sec.gov/Archives/edgar/data/810958/000155837023003990/cznc-20221231x10k.htm)
- [FY 2021 MD&A](/company/CZNC/mda/fy2021/): filed 2022-02-22; accession 0001558370-22-001548 (https://www.sec.gov/Archives/edgar/data/810958/000155837022001548/cznc-20211231x10k.htm)




## Macro cross-references

Indicators mapped to this company's SIC classification (industry 6022 State Commercial Banks) by grepcent's deterministic macro-sector crosswalk. A navigational mapping, not a statistical or causal claim.

- [FEDFUNDS](/indicator/FEDFUNDS/): Federal Funds Effective Rate
- [DFEDTARU](/indicator/DFEDTARU/): Federal Funds Target Range - Upper Limit
- [DGS2](/indicator/DGS2/): Market Yield on U.S. Treasury Securities at 2-Year Constant Maturity
- [DGS10](/indicator/DGS10/): Market Yield on U.S. Treasury Securities at 10-Year Constant Maturity
- [T10Y2Y](/indicator/T10Y2Y/): 10-Year Treasury Constant Maturity Minus 2-Year Treasury Constant Maturity

Macro-to-micro threads including this sector: [Interest rates & the Fed](/thread/interest-rates-fed/), [Money & trade](/thread/money-trade/), [Consumer & credit](/thread/consumer-credit/), [Government finances](/thread/government-finances/), [Sector employment](/thread/sector-employment/).

All macro indicators: /indicators/


## For LLMs & downloads

Markdown twin: /company/CZNC.md · JSON record: /company/CZNC.json · verified financials: /company/CZNC/financials.json / /company/CZNC/financials.csv · machine TOC for the whole site: /llms.txt