[8-K] CNB Financial Corp/PA Reports Material Event

Rhea-AI Filing Summary

Insider transaction summary

On 18 Jul 2025, Maplebear Inc. (CART) Chief Product Officer Daniel Danker filed a Form 4 reporting the sale of 10,037 common shares under a Rule 10b5-1 trading plan adopted 28 Feb 2025.

• 9,745 shares sold at a weighted-average price of $48.7971.
• 292 shares sold at a weighted-average price of $49.5382.
• Estimated gross proceeds ≈ $0.49 million.
• Direct ownership after the transactions: 470,190 shares (down from 480,227).

No derivative activity or other material corporate events were disclosed. The filing appears routine and primarily reflects personal portfolio management by the executive.

Positive

• Sale executed under a Rule 10b5-1 plan, indicating pre-planned, compliance-driven disposition.
• Executive retains a significant stake of 470,190 shares, maintaining alignment with shareholder interests.

Negative

• Insider reduced direct holdings by about 10,000 shares (≈2%).
• Any insider selling can be viewed cautiously by the market, despite its routine nature.

Insights

Securities Analyst

TL;DR: Small, pre-planned insider sale; negligible impact on CART’s fundamentals or valuation.

The sale represents roughly 2% of Mr. Danker’s direct holdings and occurred under a 10b5-1 plan, limiting informational content about future outlook. With 470 k shares still owned, alignment with shareholders remains substantial. No derivatives or concurrent corporate disclosures accompany the filing, suggesting the event is administrative rather than strategic. Overall, the transaction is unlikely to alter investor perception or the company’s capital structure.

CNB FINANCIAL CORP/PAFALSE000073677200007367722025-07-222025-07-220000736772us-gaap:CommonStockMember2025-07-222025-07-220000736772us-gaap:SeriesAPreferredStockMember2025-07-222025-07-22

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 22, 2025

CNB FINANCIAL CORPORATION

(Exact name of Registrant as specified in its Charter)

Pennsylvania

001-39472

25-1450605

(State or other jurisdiction of incorporation)

(Commission File No.)

(IRS Employer Identification Number)

1 South Second Street

16830

PO Box 42

(Zip Code)

Clearfield

,

Pennsylvania

(Address of principal executive offices)

(814) 765-9621

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, no par value

CCNE

The NASDAQ Stock Market LLC

Depositary Shares (each representing a 1/40th interest in a share of 7.125% Series A Non-Cumulative, perpetual preferred stock)

CCNEP

The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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.  ☐

Item 2.02. Results of Operations and Financial Condition

On July 22, 2025, CNB Financial Corporation (NASDAQ: CCNE), the parent company of CNB Bank, issued a press release describing its results of operations for the three and six months ended June 30, 2025. That press release is attached hereto as Exhibit 99.1.

The information included in this Current Report on Form 8-K (including Exhibit 99.1 hereto) shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing made by the Company under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits

d. Exhibits.

Number						Description
99.1						Press release of CNB Financial Corporation dated July 22, 2025
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

 

CNB Financial Corporation

Date: July 22, 2025

By:

/s/ Tito L. Lima

Tito L. Lima

Treasurer

FAQ

How many shares did Maplebear's CPO Daniel Danker sell?

He sold 10,037 common shares (9,745 + 292) on 18 Jul 2025.

At what prices were the CART shares sold?

Weighted-average prices were $48.7971 and $49.5382 for the two sale lots.

How many CART shares does Daniel Danker still own?

Following the sales, he directly owns 470,190 common shares.

Was the insider sale made under a 10b5-1 plan?

Yes. The Form 4 states the trades were executed under a Rule 10b5-1 plan adopted on 28 Feb 2025.

Does the Form 4 include any derivative transactions?

No derivative securities were acquired or disposed of; only common stock sales are reported.