Announcement • Oct 02

Citizens & Northern Corporation (NasdaqCM:CZNC) completed the acquisition of Susquehanna Community Financial, Inc. (OTCPK:SQCF).

Citizens & Northern Corporation (NasdaqCM:CZNC) entered into an Agreement and Plan of Merger to acquire Susquehanna Community Financial, Inc. (OTCPK:SQCF) for $44.3 million on April 23, 2025. The consideration consists of common equity of Citizens & Northern Corporation at a ratio of 0.8 per common equity of Susquehanna Community Financial, Inc. Sell side termination fee is approximately $1.78 million. Following closing, Susquehanna Community Financial stockholders will own approximately 13% of Citizens & Northern's outstanding shares of common stock. Chris Trate, current SQCF Board Chairman, will join the C&N and C&N Bank boards of directors. In addition, Dave Runk will become a member of the C&N Bank executive team as EVP and Strategic Advisor, and Jeffrey Hollenbach, President and Chief Operating Officer at Susquehanna, has agreed to lead the Susquehanna market as Region President. The merger is expected to be approximately 17% accretive to earnings per share in 2026, while resulting in single-digit tangible book value dilution at close. The transaction is expected to have cost saving estimated at 30% of Susquehanna’s non-interest expense, phased 75% in 2025 and $6.6 million of pretax merger expense. The transaction is subject to approval by regulatory approval, approval of merger agreement by target board, approval of offer by acquirer board, approval of offer by target shareholders and registration statement effectiveness. The deal has been unanimously approved by the board of both companies. The transaction is expected to close in the 4th quarter of 2025. Piper Sandler & Co. served as financial advisor to C&N and Kimberley J. Decker of Barley Snyder served as C&N’s legal counsel. Janney Montgomery Scott LLC served as financial advisor and fairness opinion provider to SQCF and Kenneth J. Rollins of Pillar+Aught served as SQCF’s legal counsel. Equiniti Trust Company, LLC acted as transfer agent to Citizens & Northern Corporation. Laurel Hill Advisory Group, LLC acted as proxy solicitor to Susquehanna Community Financial and will be paid a fee of $7,500. Citizens & Northern Corporation (NasdaqCM:CZNC) completed the acquisition of Susquehanna Community Financial, Inc. (OTCPK:SQCF) on October 1, 2025. David S. Runk, Chief Executive Officer of Susquehanna and Susquehanna Bank, and Jeffrey G. Hollenbach, President and Chief Operating Officer of Susquehanna and Susquehanna Bank, will join the C&N team as Executive Vice President and Strategic Advisor and Executive Vice President and Region President.

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Citizens & Northern Corporation (NasdaqCM:CZNC) completed the acquisition of Susquehanna Community Financial, Inc. (OTCPK:SQCF).

Susquehanna Community Financial, Inc. Appoints Jeffrey Hollenbach as Region President

Citizens & Northern Corporation (NasdaqCM:CZNC) entered into an Agreement and Plan of Merger to acquire Susquehanna Community Financial, Inc. (OTCPK:SQCF) for $44.3 million.

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