{"schema_version":"secwatch.filing_event.v1","accession":"0001104659-25-095389","form_type":"8-K","ticker":"CZNC","cik":"0000810958","company_name":"CITIZENS & NORTHERN CORP","filed_at":"2025-10-01T23:59:59+00:00","discovered_at":"2026-05-14T18:02:42.231608+00:00","generated_at":"2026-05-17T05:10:54.645696+00:00","sec_items":["2.01","5.02","8.01","9.01"],"event_type":"m_and_a","sentiment":"positive","materiality_score":0.75,"calibrated_materiality_score":0.75,"confidence":"high","headline":"Citizens & Northern completes merger with Susquehanna Community Financial, exchange ratio 0.80","bullets":["Merger completed Oct 1, 2025; Susquehanna shareholders receive 0.80 C&N shares + cash for fractions.","Total merger consideration approx 2,273,000 shares of C&N common stock.","Christian C. Trate appointed to C&N and C&N Bank boards, term expires at next annual meeting.","David Runk (former Susquehanna CEO) and Jeffrey Hollenbach join C&N as Executive VPs."],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-25-095389","json":"https://secwatch.observer/filing/0001104659-25-095389.json","markdown":"https://secwatch.observer/filing/0001104659-25-095389.md","text":"https://secwatch.observer/filing/0001104659-25-095389.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/810958/000110465925095389/0001104659-25-095389-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/810958/000110465925095389/cznc-20251001x8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-17T05:10:54.645696+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"69b9c87b4ee2c9c2f12446bbb5bc3ca55c7182fc","claim":"CITIZENS & NORTHERN CORP completed an acquisition involving Susquehanna Community Financial, Inc. for approximately 2,273,000 shares of C&N Common Stock (closed 2025-10-01).","evidence_excerpt":"par value $1.00 per share, of C&N (“C&N Common Stock” and such shares, the “Merger Consideration”). The total aggregate consideration payable in the Merger was approximately 2,273,000 shares of C&N Common Stock. The foregoing description of the Merger and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the","evidence_source":"SEC 8-K Item 2.01/5.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/810958/000110465925095389/0001104659-25-095389-index.htm","confidence":0.9}],"comparable_filings":[{"accession":"0001104659-26-068519","ticker":"FDX","company_name":"FEDEX CORP","filed_at":"2026-06-01T10:42:52+00:00","headline":"FedEx completes spin-off of FedEx Freight; 80.1% distributed to FDX stockholders","event_type":"m_and_a","sec_items":["1.01","2.01","5.02","8.01","9.01"],"materiality_score":0.85,"calibrated_materiality_score":0.85,"match_reasons":["same fact type: ma_transaction","same SEC item: 2.01, 5.02, 8.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-26-068519","json":"https://secwatch.observer/filing/0001104659-26-068519.json","markdown":"https://secwatch.observer/filing/0001104659-26-068519.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1048911/000110465926068519/0001104659-26-068519-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1048911/000110465926068519/tm2616055d1_8k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"par value $1.00 per share, of C&N (“C&N Common Stock” and such shares, the “Merger Consideration”). The total aggregate consideration payable in the Merger was approximately 2,273,000 shares of C&N Common Stock. The foregoing description of the Merger and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/810958/000110465925095389/0001104659-25-095389-index.htm","comparable_excerpt":"Effective as of 12:01 a.m., Central Time, on June 1, 2026 (the “Effective Time”), the Company completed the Spin-Off through the distribution by FedEx of 80.1% of the outstanding shares of FedEx Freight common stock on a pro rata basis to the holders of FedEx common stock.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1048911/000110465926068519/0001104659-26-068519-index.htm"}},{"accession":"0001193125-26-249151","ticker":"GIG","company_name":"GigCapital7 Corp.","filed_at":"2026-05-29T23:45:19+00:00","headline":"Hadron Energy closes SPAC merger with GigCapital7; 84% of public shares redeemed","event_type":"m_and_a","sec_items":["2.01","3.02","5.02","9.01","3.03","4.01","5.01","5.03","5.06","8.01"],"materiality_score":0.75,"calibrated_materiality_score":0.75,"match_reasons":["same fact type: ma_transaction","same SEC item: 2.01, 5.02, 8.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-249151","json":"https://secwatch.observer/filing/0001193125-26-249151.json","markdown":"https://secwatch.observer/filing/0001193125-26-249151.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/2023730/000119312526249151/0001193125-26-249151-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/2023730/000119312526249151/d26249d8k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"par value $1.00 per share, of C&N (“C&N Common Stock” and such shares, the “Merger Consideration”). The total aggregate consideration payable in the Merger was approximately 2,273,000 shares of C&N Common Stock. The foregoing description of the Merger and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/810958/000110465925095389/0001104659-25-095389-index.htm","comparable_excerpt":"As previously announced on the Current Report on Form 8-K filed with the Securities and Exchange Commission (the “ SEC ”) on May 28, 2026 (the “ May 28 Current Report ”), Hadron Energy, Inc. (f/k/a GigCapital7 Corp. (“ GigCapital7 ”)) (the “ Company ” or “ Combined Company ” or “ Hadron Energy ”) consummated its business combination (the “ Business Combination ”) with Hadron Energy Operating Company Inc. (f/k/a Hadron Energy, Inc.) (“ Hadron Energy Operating Company ”) on May 22, 2026, pursuant to that certain Business Combination Agreement, dated as of September 27, 2025, as amended by that certain First Amendment to Business Combination Agreement, dated as of December 12, 2025, and by that certain Second Amendment to Business Combination Agreement, dated as of April 16, 2026 (the “Second Amendment”), by and among GigCapital7, MMR Merger Sub, Inc. and Hadron Energy Operating Company (the “ Business Combination Agreement ”).","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/2023730/000119312526249151/0001193125-26-249151-index.htm"}},{"accession":"0001193125-26-213462","ticker":"EWCZ","company_name":"European Wax Center, Inc.","filed_at":"2026-05-08T23:59:59+00:00","headline":"European Wax Center completes take-private by General Atlantic at $5.80/share; stock delisted","event_type":"m_and_a","sec_items":["1.01","1.02","2.01","2.03","3.01","3.03","5.02","5.03","5.01","8.01","9.01"],"materiality_score":0.85,"calibrated_materiality_score":0.85,"match_reasons":["same fact type: ma_transaction","same SEC item: 2.01, 5.02, 8.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-213462","json":"https://secwatch.observer/filing/0001193125-26-213462.json","markdown":"https://secwatch.observer/filing/0001193125-26-213462.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1856236/000119312526213462/0001193125-26-213462-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1856236/000119312526213462/d137291d8k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"par value $1.00 per share, of C&N (“C&N Common Stock” and such shares, the “Merger Consideration”). The total aggregate consideration payable in the Merger was approximately 2,273,000 shares of C&N Common Stock. The foregoing description of the Merger and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/810958/000110465925095389/0001104659-25-095389-index.htm","comparable_excerpt":"excluded shares pursuant to the terms of the Merger Agreement, was cancelled and extinguished and automatically converted into the right to receive an amount in cash equal to $5.80 per share of Class A Common Stock, without interest thereon (the “ Class A Per Share Price ”), (ii) each share of the Company’s Class B common stock, par value $0.00001 per share","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1856236/000119312526213462/0001193125-26-213462-index.htm"}},{"accession":"0001964333-26-000060","ticker":"BHRB","company_name":"Burke & Herbert Financial Services Corp.","filed_at":"2026-05-01T23:59:59+00:00","headline":"Burke & Herbert completes merger with LINKBANCORP; appoints COO, CFO","event_type":"m_and_a","sec_items":["2.01","5.02","5.03","8.01","9.01"],"materiality_score":0.8,"calibrated_materiality_score":0.8,"match_reasons":["same fact type: ma_transaction","same SEC item: 2.01, 5.02, 8.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001964333-26-000060","json":"https://secwatch.observer/filing/0001964333-26-000060.json","markdown":"https://secwatch.observer/filing/0001964333-26-000060.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1964333/000196433326000060/0001964333-26-000060-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1964333/000196433326000060/bhrb-20260501.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"par value $1.00 per share, of C&N (“C&N Common Stock” and such shares, the “Merger Consideration”). The total aggregate consideration payable in the Merger was approximately 2,273,000 shares of C&N Common Stock. The foregoing description of the Merger and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/810958/000110465925095389/0001104659-25-095389-index.htm","comparable_excerpt":"fractional shares of Burke & Herbert Common Stock in accordance with the terms of the Merger Agreement. The total aggregate consideration payable in the Merger was approximately 5,102,855 shares of Burke & Herbert Common Stock. The issuance of shares of Burke & Herbert Common Stock in connection with the Merger was registered under the Securities Act of 1933, as","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1964333/000196433326000060/0001964333-26-000060-index.htm"}},{"accession":"0001213900-26-063775","ticker":"ESAB","company_name":"ESAB Corp","filed_at":"2026-06-02T10:41:21+00:00","headline":"ESAB completes $1.45B acquisition of Eddyfi Technologies","event_type":"m_and_a","sec_items":["2.01","3.02","5.03","3.03","7.01","8.01","9.01"],"materiality_score":0.8,"calibrated_materiality_score":0.8,"match_reasons":["same fact type: ma_transaction","same SEC item: 2.01, 8.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001213900-26-063775","json":"https://secwatch.observer/filing/0001213900-26-063775.json","markdown":"https://secwatch.observer/filing/0001213900-26-063775.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1877322/000121390026063775/0001213900-26-063775-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1877322/000121390026063775/ea0292710-8k_esab.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"par value $1.00 per share, of C&N (“C&N Common Stock” and such shares, the “Merger Consideration”). The total aggregate consideration payable in the Merger was approximately 2,273,000 shares of C&N Common Stock. The foregoing description of the Merger and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/810958/000110465925095389/0001104659-25-095389-index.htm","comparable_excerpt":"Québec and a wholly owned indirect subsidiary of the Company (the “ Purchaser ”), acquired\nall of the issued and outstanding shares of Eddyfi from the vendors for cash equal to $1.45 billion, subject to customary purchase price\nadjustments set forth in the Purchase Agreement relating to cash, indebtedness, transaction expenses, and net working capital of Eddyfi,\nits","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1877322/000121390026063775/0001213900-26-063775-index.htm"}},{"accession":"0001193125-26-251765","ticker":"FFIC","company_name":"FLUSHING FINANCIAL CORP","filed_at":"2026-06-01T21:21:30+00:00","headline":"OceanFirst completes acquisition of Flushing Financial; FFIC holders receive 0.85 OCFC shares","event_type":"m_and_a","sec_items":["2.01","3.01","3.03","5.01","5.02","9.01"],"materiality_score":0.85,"calibrated_materiality_score":0.85,"match_reasons":["same fact type: ma_transaction","same SEC item: 2.01, 5.02, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-251765","json":"https://secwatch.observer/filing/0001193125-26-251765.json","markdown":"https://secwatch.observer/filing/0001193125-26-251765.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/923139/000119312526251765/0001193125-26-251765-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/923139/000119312526251765/d135457d8k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"par value $1.00 per share, of C&N (“C&N Common Stock” and such shares, the “Merger Consideration”). The total aggregate consideration payable in the Merger was approximately 2,273,000 shares of C&N Common Stock. The foregoing description of the Merger and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/810958/000110465925095389/0001104659-25-095389-index.htm","comparable_excerpt":"of Flushing (“ Flushing Common Stock ”) issued and outstanding immediately prior to the Effective Time, subject to certain exceptions, was converted into the right to receive 0.85 of a share (the “ Exchange Ratio ”) of common stock, par value $0.01 per share, of OceanFirst (“ OceanFirst Common Stock ” and such consideration, the “ Merger Consideration ”).","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/923139/000119312526251765/0001193125-26-251765-index.htm"}},{"accession":"0001193125-26-251540","ticker":"CYH","company_name":"COMMUNITY HEALTH SYSTEMS INC","filed_at":"2026-06-01T20:30:16+00:00","headline":"Community Health Systems closes sale of four Arkansas hospitals for $110M cash to Freeman Health System","event_type":"m_and_a","sec_items":["2.01","9.01","8.01"],"materiality_score":0.65,"calibrated_materiality_score":0.65,"match_reasons":["same fact type: ma_transaction","same SEC item: 2.01, 8.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-251540","json":"https://secwatch.observer/filing/0001193125-26-251540.json","markdown":"https://secwatch.observer/filing/0001193125-26-251540.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1108109/000119312526251540/0001193125-26-251540-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1108109/000119312526251540/cyh-20260601.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"par value $1.00 per share, of C&N (“C&N Common Stock” and such shares, the “Merger Consideration”). The total aggregate consideration payable in the Merger was approximately 2,273,000 shares of C&N Common Stock. The foregoing description of the Merger and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/810958/000110465925095389/0001104659-25-095389-index.htm","comparable_excerpt":"the closing of the Transaction, after giving effect to estimated working capital, the assumption of finance leases by the Purchaser and before certain transaction expenses, was $110 million in cash (subject to a post-closing working capital adjustment). The foregoing summary of the Transaction and the terms and conditions of the Purchase Agreement is subject to, and","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1108109/000119312526251540/0001193125-26-251540-index.htm"}},{"accession":"0001574085-26-000093","ticker":"BHR","company_name":"Braemar Hotels & Resorts Inc.","filed_at":"2026-06-01T20:11:33+00:00","headline":"Braemar completes sale of Park Hyatt Beaver Creek for $176M; repays $86.25M convertible notes","event_type":"m_and_a","sec_items":["2.01","7.01","8.01","9.01"],"materiality_score":0.75,"calibrated_materiality_score":0.75,"match_reasons":["same fact type: ma_transaction","same SEC item: 2.01, 8.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001574085-26-000093","json":"https://secwatch.observer/filing/0001574085-26-000093.json","markdown":"https://secwatch.observer/filing/0001574085-26-000093.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1574085/000157408526000093/0001574085-26-000093-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1574085/000157408526000093/bhr-20260526.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"par value $1.00 per share, of C&N (“C&N Common Stock” and such shares, the “Merger Consideration”). The total aggregate consideration payable in the Merger was approximately 2,273,000 shares of C&N Common Stock. The foregoing description of the Merger and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/810958/000110465925095389/0001104659-25-095389-index.htm","comparable_excerpt":"On May 26, 2026, Ashford BC LP and Ashford TRS BC LLC (together “Seller”), indirect subsidiaries of Braemar Hotels & Resorts Inc. (the “Company”), completed the sale of the Park Hyatt Beaver Creek Resort & Spa located in Avon, Colorado (the “Hotel”) pursuant to an Agreement of Purchase and Sale, dated as of April 27, 2026, by and among Seller and Apres Owner, LLC, as purchaser, for $176 million in cash, subject to customary pro-rations and adjustments.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1574085/000157408526000093/0001574085-26-000093-index.htm"}}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}