Citizens & Northern Corp. announced it will acquire Susquehanna Community Financial Inc. in an all-stock deal valued at $44.3 million, a move that will significantly expand the bank’s presence in central Pennsylvania.

Under the terms of the agreement, unanimously approved by both companies’ boards, Susquehanna Community Financial (OTCPK: SQCF) will merge into Citizens & Northern (NASDAQ: CZNC). Shareholders of SQCF will receive 0.80 shares of C&N common stock for each share held, representing a per-share value of $15.58 based on C&N’s latest closing price.

The combined company will have roughly $3.2 billion in assets and operate 35 banking locations across Pennsylvania and New York. C&N President and CEO J. Bradley Scovill said the deal strengthens the bank’s position in key markets while aligning with its strategic growth goals.

“This combination continues our 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,” Scovill said in a statement.

As part of the merger, Susquehanna CEO David Runk will join C&N Bank’s executive team as executive vice president and strategic advisor. Board Chair Chris Trate will join the boards of both C&N and C&N Bank. Susquehanna President and COO Jeffrey Hollenbach will lead the market as region president.

The transaction is expected to be approximately 17% accretive to C&N’s earnings per share in 2026 and result in minimal tangible book value dilution at closing. Upon completion, SQCF shareholders will own about 13% of C&N’s outstanding common stock.

The deal is anticipated to close in the fourth quarter of 2025, pending regulatory and shareholder approvals.

Piper Sandler & Co. advised C&N on the transaction, with legal counsel from Barley Snyder. Janney Montgomery Scott LLC served as financial advisor to SQCF, and Pillar+Aught provided legal counsel.