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Table of Contents ( Mark One ) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington , D.C. 20549 FORM 10 - K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31 , 2020 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number : 0-16084 CITIZENS & NORTHERN CORPORATION ( Exact name of Registrant as specified in its charter ) PENNSYLVANIA ( State or other jurisdiction of incorporation or organization ) Title of Each Class Common Stock Par Value $ 1.00 23-2451943 ( I.R.S. Employer Identification No. ) 90-92 MAIN STREET , WELLSBORO , PA 16901 ( Address of principal executive offices ) ( Zip code ) 570-724-3411 ( Registrant's telephone number including area code ) Securities registered pursuant to Section 12 ( b ) of the Act : Trading Symbol CZNC Name of Each Exchange on Which Registered NASDAQ Capital Market Securities registered pursuant to section 12 ( g ) of the Act : None Indicate by check mark whether the registrant is a well - known seasoned issuer , as defined in Rule 405 of the Securities Act . Yes □ No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15 ( d ) of the Act . Yes No Indicate by check mark whether the registrant ( 1 ) has filed all reports required to be filed by Section 13 or 15 ( d ) of the Securities Exchange Act of 1934 during the preceding 12 months ( or for such shorter period that the registrant was required to file such reports ) , and ( 2 ) has been subject to such filing requirements for the past 90 days . Yes No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S - T ( Section 232.405 of this chapter ) during the preceding 12 months ( or for such shorter period that the registrant was required to submit 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 growth company " in Rule 12b - 2 of the Exchange Act . Large accelerated filer Accelerated filer Non - accelerated filer & Smaller reporting company & Emerging growth company □ If an emerging growth company , indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13 ( a ) of the Exchange Act . □ Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404 ( b ) of the Sarbanes - Oxley Act ( 15 U.S.C. 7262 ( b ) ) by the registered public accounting firm that prepared or issued its audit report . ☑ Indicate by check mark whether the registrant is a shell company ( as defined in Rule 12b - 2 of the Exchange Act ) . Yes No The aggregate market value of the registrant's common stock held by non - affiliates at June 30 , 2020 , the registrant's most recently completed second fiscal quarter , was $ 274,805,802 . The number of shares of common stock outstanding at March 3 , 2021 was 16,000,948 . DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant's proxy statement for the annual meeting of its shareholders to be held April 22 , 2021 are incorporated by reference into Parts III and IV of this report .