Amendment: Citizens & Northern Corp filed SEC Form 8-K: Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendement No. 1)
CURRENT REPORT
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Explanatory Note
On October 1, 2025, Citizens & Northern Corporation (“C&N”), along with Susquehanna Community Financial, Inc. (“Susquehanna”) announced the completion of the merger of Susquehanna with and into C&N. Susquehanna was the parent company of Susquehanna Community Bank, a commercial bank with headquarters in West Milton, Pennsylvania. Concurrent with the merger of the parent companies, Susquehanna Community Bank merged into C&N’s wholly-owned subsidiary, Citizens & Northern Bank. This Form 8-K/A hereby amends the initial Report to file the audited consolidated financial statements of Susquehanna as of and for the years ended December 31, 2024 and 2023, the unaudited historical financial statements of Susquehanna as of September 30, 2025 and December 31, 2024 and for the nine-month periods ended September 30, 2025 and 2024 and the pro forma financial information required by Item 9.01 of Form 8-K.
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ITEM 9.01. Financial Statements and Exhibits
(a) Financial Statements of Business Acquired
Susquehanna’s audited consolidated financial statements as of and for the years ended December 31, 2024, and 2023, including the independent auditor’s report thereon, are incorporated by reference into this Report by Exhibit 99.1, and are incorporated into this item 9.01(a) by reference to Exhibit 99.1. Susquehanna’s unaudited consolidated financial statements as of September 30, 2025 and December 31, 2024 and for the nine-month periods ended September 30, 2025 and 2024 are filed herewith as Exhibit 99.2 of this Report and are incorporated by reference into this item 9.01(a).
(b) Pro-Forma Financial Information
The unaudited pro forma financial information required by this Item 9.01(b) is incorporated herein by reference to Exhibit 99.3 of this Form 8-K/A.
(c) Shell company transactions
Not applicable.
(d) Exhibits.
Exhibit 104: Cover Page Interactive Data File (embedded in the cover page formatted in Inline XBRL) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CITIZENS & NORTHERN CORPORATION | |
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Dated: December 11, 2025 | By: | /s/ Mark A. Hughes |
Mark A. Hughes | ||
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| Treasurer and Chief Financial Officer |
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