[Form 3] CNB Financial Corp/PA Initial Statement of Beneficial Ownership

Rhea-AI Filing Summary

Moody’s Corp. (MCO) – Form 4 filed 4 Aug 2025

President & CEO Robert Fauber executed routine option exercises and a modest share sale under a Rule 10b5-1 plan adopted 30 Jul 2024.

• Options exercised: 56 sh @ $80.81, 134 sh @ $94.18, 91 sh @ $113.34 (total 281 sh).
• Sale: 415 common shares sold @ $510.19.
• Net change: −134 shares; direct holding now 61,751.984 shares.
• Residual options: 7,921 unexercised across the three grants.

The sale equates to roughly 0.2 % of Fauber’s direct stake and does not materially alter insider ownership levels or signal a strategic shift. No operational or financial guidance is affected.

Positive

• CEO retains 61,751.984 shares, ensuring continued alignment with shareholders despite the small sale.
• Transactions executed under a Rule 10b5-1 plan, demonstrating adherence to governance best practices.

Negative

• Net reduction of 134 shares could be viewed as a marginally negative sentiment signal, although size is immaterial.

Insights

Securities Analyst

TL;DR: Small, pre-planned sale—immaterial for valuation; neutral signal.

The 415-share sale (≈0.2 % of holdings) raises about $0.21 m, offset by 281 shares acquired via option exercise. Beneficial ownership remains above 61.7 k, preserving substantial insider alignment. Given the 10b5-1 framework and limited size, the transaction should not influence expectations for earnings, credit-rating franchise strength, or capital allocation. I view the filing as routine housekeeping with negligible impact on price targets.

Corporate Governance Expert

TL;DR: Governance-friendly 10b5-1 plan; ownership level still robust.

Fauber’s adherence to a previously adopted 10b5-1 trading plan limits potential misuse of material non-public information and supports governance best practices. The CEO retains a sizable equity stake that continues to align incentives with shareholders. No red flags emerge regarding timing, volume, or disclosure quality.

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

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Olson Gary S

(Last) (First) (Middle)

1 SOUTH SECOND STREET

PO BOX 42

(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)

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	76,238	D
Common Stock	111	I	By spouse's IRA 1
Common Stock	116	I	By spouse's IRA 2
Common Stock	37,012	I	By 401(k)

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:

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Irina Abbas, pursuant to power of attorney	08/04/2025
	** 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

How many Moody’s (MCO) shares did CEO Robert Fauber sell on 1 Aug 2025?

He sold 415 common shares at $510.19 each.

What was the total number of shares acquired through option exercises?

Fauber exercised options for 281 shares at strike prices of $80.81, $94.18, and $113.34.

How many Moody’s shares does the CEO now own?

After the transactions he directly owns 61,751.984 shares.

Were the trades made under a 10b5-1 plan?

Yes, the filing states the transactions were executed pursuant to a Rule 10b5-1 plan adopted on 30 Jul 2024.

Does the filing affect Moody’s financial outlook?

No. The Form 4 reflects personal insider transactions and contains no operational or earnings guidance.