[144] Airbnb, Inc. SEC Filing

Rhea-AI Filing Summary

ESSA Bancorp (ESSA) – Form 4 insider filing. EVP & CFO Allan A. Muto reported share movements driven by the pending merger with CNB Financial Corp.

• 15 Jul 2025: 2,061 common shares withheld (Code F) at $20.32 to satisfy tax obligations upon full vesting of restricted-stock awards triggered by the merger.
• 23 Jul 2025: Automatic disposition (Code D) of 101,764 directly held shares and 31,361 indirectly held shares (12,690 via 401(k); 18,671 via ESOP). All ESSA shares convert into the right to receive 0.8547 CNB shares; price recorded as $0 because consideration is stock, not cash.

Muto now reports 0 ESSA shares, having exchanged his entire 133,125-share stake for CNB equity. The transactions are mechanical results of the 9 Jan 2025 merger agreement, not discretionary selling, and thus primarily confirm the deal’s continuing progress.

Positive

• Merger progress confirmed: insider share conversion indicates the ESSA–CNB transaction is moving toward completion.

Negative

• Loss of legacy insider alignment: CFO now holds no ESSA shares, removing direct ownership ties to the pre-merger entity.

Insights

Financial Analyst

TL;DR: Routine merger-driven share conversion; neutral insider signal.

The Form 4 shows CFO Muto’s complete 133,125-share position automatically exchanged for CNB stock, plus 2,061 shares withheld for taxes on accelerated RSUs. Code D disposals at $0 indicate cancellation, not market sales, so they offer little insight into management’s valuation view. The filing mainly confirms that closing conditions under the ESSA–CNB merger agreement are being executed on schedule. With legacy ESSA shares extinguished, investors should now focus on CNB integration and the 0.8547 exchange ratio value. Overall impact is neutral.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Class A	Fidelity Brokerage Services LLC 900 Salem Street Smithfield RI 02917	600	83634.00	431602213	07/24/2025	NASDAQ

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Class A	05/19/2025	Restricted Stock Vesting	Issuer			600	05/19/2025	Compensation

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
Aristotle Balogh 888 Brannan Street San Francisco CA 94103	Class A	04/29/2025	700	86296.00
Aristotle Balogh 888 Brannan Street San Francisco CA 94103	Class A	05/29/2025	1475	191750.00
Aristotle Balogh 888 Brannan Street San Francisco CA 94103	Class A	06/05/2025	600	80100.00
Aristotle Balogh 888 Brannan Street San Francisco CA 94103	Class A	06/12/2025	600	82278.00
Aristotle Balogh 888 Brannan Street San Francisco CA 94103	Class A	06/20/2025	600	79362.00
Aristotle Balogh 888 Brannan Street San Francisco CA 94103	Class A	06/26/2025	600	78198.00
Aristotle Balogh 888 Brannan Street San Francisco CA 94103	Class A	07/03/2025	600	81762.00
Aristotle Balogh 888 Brannan Street San Francisco CA 94103	Class A	07/10/2025	600	82326.00
Aristotle Balogh 888 Brannan Street San Francisco CA 94103	Class A	07/17/2025	600	82548.00

144: Remarks and Signature

Remarks

Date of Notice

Date of Plan Adoption or Giving of Instruction, If Relying on Rule 10b5-1

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

Why did ESSA Bancorp's CFO dispose of over 133,000 shares?

The shares were automatically converted into 0.8547 CNB Financial shares per the 9 Jan 2025 merger agreement, not sold on the market.

What was the price recorded for the ESSA share disposition on 23 Jul 2025?

Price is listed as $0 because consideration is CNB Financial stock, not cash.

How many ESSA shares did Allan Muto own after the reported transactions?

He reports 0 ESSA shares following the merger-related conversion.

What does transaction code "F" on 15 Jul 2025 signify?

Code F indicates shares withheld (2,061) to pay taxes on vested equity awards.

What is the exchange ratio for ESSA to CNB Financial stock under the merger?

Each ESSA share converts into 0.8547 shares of CNB Financial Corp.