市民北方 2024年度报告

FORM10-K Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule405 of the Securities Act. Yes◻No⌧Indicate by check mark if the registrant is not required to file reports pursuant to Section13 or Section15(d)of the Act. Yes◻No⌧ Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d)of the Securities Exchange Act of1934 during the preceding 12months (or for such shorter period that the registrant was required to file such reports), and (2)has been subject to suchfiling requirements for the past 90days.Yes⌧No◻ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule405of Regulation S-T (Section232.405 of this chapter) during the preceding 12months (or for such shorter period that the registrant was required tosubmit such files).Yes⌧No◻Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,“ “smaller reporting company” and “emerging growthcompany” in Rule12b-2 of the Exchange Act. Large accelerated filer◻Accelerated filer⌧Non-accelerated filer◻Smaller reporting company◻Emerging growth company◻ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internalcontrol over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm thatprepared or issued its audit report.☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included inthe filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensationreceived by any of the registrant's executive officers during the relevant recovery period pursuant to § 240.10D-1(b).◻ Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act). Yes☐No⌧ The number of shares of common stock outstanding at February 24, 2025 was15,466,068.DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s proxy statement for the annual meeting of its shareholders to be held April24, 2025 are incorporated by reference intoParts III and IV of this report. TABLE OF CONTENTS Page(s)Part I:Item 1. Business3-5Item 1A. Risk Factors5-9Item 1B. Unresolved Staff Comments9Item 1C. Cybersecurity10-11Item 2. Properties11Item 3. Legal Proceedings11Item 4. Mine Safety Disclosure11Part II.Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases ofEquity Securities12-14Item 6. Reserved14Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations14-37Item 7A. Quantitative and Qualitative Disclosures About Market Risk37-39Item 8. Financial Statements and Supplementary Data40-93Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure94Item 9A. Controls and Procedures94Item 9B. Other Information95Part III:Item 10. Directors, Executive Officers and Corporate Governance95Item 11. Executive Compensation95Item 12. Security Ownership of Certain Beneficial Owners and Management and Related StockholderMatters95Item 13. Certain Relationships and Related Transactions, and Director Independence95Item 14. Principal Accountant Fees and Services95Part IV:Item 15. Exhibits and Financial Statement Schedules96-100Signatures101 PARTI ITEM1. BUSINESS Citizens& Northern Corporation (“Corporation”) is a holding company whose principal activity is communitybanking. The Corporation’s principal office is located in Wellsboro, Pennsylvania. The largest subsidiary isCitizens& Northern Bank (“C&N Bank” or the “Bank”). The Corporation’s other wholly-owned subsidiaries areCitizens& Northern Investment Corporation and Bucktail Life Insurance Company (“Bucktail”). Citizens&Northern Investment Corporation was formed in 1999 to engage in investment activities. Bucktail reinsures creditand mortgage life and accident and health insurance on behalf of C&N Bank. Since 2019, the Corporation has expanded into Southeastern Pennsylvania by acquisitions and SouthcentralPennsylvania by opening new branches. The Corporation acquired Covenant Financial, Inc. (“Covenant”), effectiveJuly 1, 2020. Covenant was the parent company of Covenant Bank, a commercial bank which operated acommunity bank office in Bucks County, Pennsylvania and another in Chester County, Pennsylvania. The Covenantacquisition followed the 2019 acquisition of Monument Bancorp, Inc. (“Monument”), a commercial bank withoffices in Bucks