Citizens & Northern Corp., headquartered in Wellsboro, and Susquehanna Community Financial Inc., headquartered in West Milton, recently announced that both companies’ boards of directors have unanimously approved an agreement and plan of merger.

Citizens & Northern Corp. is the bank holding company for Citizens & Northern Bank, which operates 28 banking offices and one loan production office in Pennsylvania and New York. As of March 31, C&N had consolidated assets of $2.6 billion. Susquehanna Community Financial Inc. is the financial holding company for Susquehanna Community Bank, which operates seven banking offices in Central Pennsylvania. Susquehanna Community Financial Inc. had assets of $598 million as of March 31.

According to a news release, in connection with the merger of the holding companies, Susquehanna Community Financial Inc.’s bank subsidiary, Susquehanna, will be merged into C&N Bank. The combined company will have about $3.2 billion in assets and “will be the premier Pennsylvania community bank in the northern tier, central and southeast Pennsylvania,” the news release said.

“This strategic combination represents a substantial extension of legacy C&N markets, creating additional scale in central Pennsylvania, while enhancing C&N Bank’s capacity to provide exceptional service and solutions to its clients across the Commonwealth,” the news release said. “In addition, C&N will further diversify its loan portfolio and funding base, increasing its resiliency and efficiency. The combined entity will successfully align its core values to ensure best-in-class service to the Pennsylvania community.”

“This combination continues our strategic efforts to enter attractive markets through acquisition and leverages the strengths of two reputable community banks that share a similar culture and customer-first mindset,” J. Bradley Scovill, president and CEO of C&N, said, according to the news release. “We believe this is a great fit and we are pleased to welcome Dave and the SQCF team and customers to C&N as we work together to expand our presence in Central Pennsylvania.”

Susquehanna Community Financial Inc. shareholders will receive 0.80 shares of C&N common stock for each share of Susquehanna Community Financial Inc. common stock held, which based on C&N’s most recent closing price implies a price per share of $15.58 or $44.3 million in total consideration. Holders of SQCF common stock prior to the consummation of the merger will own approximately 13% of C&N’s common stock outstanding immediately following the consummation of the merger.

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, demonstrating a strong balance of strategic growth and financial discipline, the news release said. The parties have agreed that Chris Trate, current Susquehanna Community Financial Inc. board chairman, will join the C&N and C&N Bank boards of directors. In addition, David S. Runk will become a member of the C&N Bank executive team as executive vice president and strategic adviser, and Jeffrey Hollenbach, president and COO at Susquehanna, has agreed to lead the Susquehanna market as region president.

“This transaction is very positive for our shareholders, providing them with an attractive return on their investment in SQCF, enhanced liquidity, and an opportunity to create greater value in the years ahead,” Runk, CEO of Susquehanna Community Financial Inc., said, according to the news release. “We believe the time is right for SQCF to partner with a significant and growing bank like C&N that will provide our customers access to a diversified product set and expanded banking capabilities.”

The merger is subject to the satisfaction of customary closing conditions, including receipt of customary regulatory approvals and approval by SQCF’s shareholders. It is expected that the transaction will close in the fourth quarter of 2025.

More information about the transaction and the Agreement will be filed with a Current Report on Form 8-K by C&N shortly. Piper Sandler & Co. served as financial adviser to C&N and Barley Snyder served as C&N’s legal counsel. Janney Montgomery Scott LLC served as financial adviser to SQCF and Pillar+Aught served as SQCF’s legal counsel.