CNB Financial (CCNE) director amends Form 3 to correct share holdings

Rhea-AI Filing Summary

CNB Financial Corporation director updates reported share ownership following the ESSA Bancorp merger. The Form 3/A shows direct ownership of 100,289 shares of common stock and indirect holdings of 20,431 shares through the ESSA Bank & Trust Employee Stock Ownership Plan, plus 111 and 116 shares in two spouse IRAs.

The director states that the direct share count was previously understated and has been corrected. Indirect holdings were previously reported as being in a 401(k), but are clarified as ESOP shares that were exchanged for CNB Financial common stock in connection with the merger and remained in the ESOP until a final IRS determination letter.

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Olson Gary S

(Last) (First) (Middle)

1 S 2ND STREET

(Street)

CLEARFIELD PA 16830

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/23/2025

3. Issuer Name and Ticker or Trading Symbol
CNB FINANCIAL CORP/PA [ CCNE ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)
08/04/2025

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	100,289(1)	D
Common Stock	20,431(2)	I	By ESOP
Common Stock	111	I	By spouse's IRA 1
Common Stock	116	I	By spouse's IRA 2

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The number of shares has been adjusted to correct and understatement of total direct holdings.

2. The shares were inadvertently reported as held in a 401(k). The shares were held in the ESSA Bank & Trust Employee Stock Ownership Plan (ESOP), which was terminated in connection with CNB Financial Corporation's merger with ESSA Bancorp, Inc. The ESOP was terminated in connection with the merger and shares held in the ESOP were exchanged for common stock of CNB Financial Corporation. The shares continued to be held in the ESOP until the receipt of a final determination letter from the IRS. The number of shares has been adjusted to correct an overstatement of the total indirect holdings.

Remarks:

	/s/ Jessica A. Zupich, Attorney-in-Fact	02/06/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What does the CNB Financial (CCNE) Form 3/A filing disclose?

The Form 3/A discloses corrected share ownership for a CNB Financial director. It reports updated direct and indirect common stock holdings and explains prior reporting errors related to an employee stock ownership plan and the impact of CNB Financial’s merger with ESSA Bancorp, Inc. on those shares.

How many CNB Financial (CCNE) shares does the director now report owning?

The director now reports 100,289 CNB Financial common shares held directly. Indirectly, the filing shows 20,431 shares through an employee stock ownership plan and 111 and 116 shares held in two separate spouse IRAs, reflecting updated and corrected beneficial ownership information.

What correction was made to the director’s direct CNB Financial (CCNE) holdings?

The filing explains that the number of directly held shares was previously understated. The corrected figure is 100,289 common shares held directly, with the adjustment intended to properly reflect the director’s total direct CNB Financial ownership as of the relevant reporting date.

How were the ESOP shares for CNB Financial (CCNE) misreported previously?

Previously, the indirect shares were reported as being held in a 401(k). The amendment clarifies they were actually held in the ESSA Bank & Trust Employee Stock Ownership Plan, which was terminated in connection with CNB Financial Corporation’s merger with ESSA Bancorp, Inc., and then exchanged into CNB common stock.

What happened to the ESOP shares after CNB Financial’s merger with ESSA Bancorp (CCNE)?

In connection with the merger, shares in the ESSA Bank & Trust Employee Stock Ownership Plan were exchanged for CNB Financial common stock. According to the filing, those shares remained in the ESOP structure until a final determination letter was received from the IRS regarding the plan’s termination.

What indirect holdings does the CNB Financial (CCNE) director report through spouse IRAs?

The director reports two indirect positions through spouse IRAs. One IRA holds 111 shares of CNB Financial common stock, while a second spouse IRA holds 116 shares, both listed as indirect beneficial ownership separate from the director’s ESOP and directly held share positions.