COO at CNB Financial (NASDAQ: CCNE) receives 519-share stock grant

Rhea-AI Filing Summary

CNB Financial Corporation executive Michael J. Noah received a grant of 519 shares of common stock, awarded at $27.70 per share under the company’s 2019 Stock Incentive Plan. This award reflects the conversion of performance units into shares based on the issuer’s performance over a three-year period.

After this grant, he directly holds 9,521.210 common shares, plus 4,135.052 common shares held indirectly through a 401(k) plan. He also directly holds 4,000 depositary shares, each representing a 1/40th interest in a share of 7.125% Series A preferred stock that was purchased in an underwritten public offering.

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Noah Michael J

(Last) (First) (Middle)

535 WASHINGTON STREET

SUITE 707

(Street)

BUFFALO NY 14203

(City) (State) (Zip)

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

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

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP/Chief Operating Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/23/2026

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/23/2026		A	V	519(1)	A	$27.7	9,521.21	D
Common Stock								4,135.052	I	by 401k Plan
Depositary Shares								4,000(2)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. These securities were issued to the reporting person pursuant to the CNB Financial Corporation 2019 Stock Incentive Plan, which provided for the conversion of performance units into a number of shares of common stock based on the Issuer's performance over a three year designated performance period.

2. Each Depositary Share represents a 1/40th interest in a share of the Issuer's 7.125% Series A Fixed-Rate Non-Cumulative Perpetual Preferred Stock, no par value per share. Depositary Shares were purchased in an underwritten public offering.

Remarks:

	/s/ Jessica A. Zupich, Attorney-in-Fact	02/23/2026
	** 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 4 (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 insider transaction did CCNE executive Michael J. Noah report?

Michael J. Noah reported receiving a grant of 519 shares of CNB Financial common stock. The shares were issued under the 2019 Stock Incentive Plan after conversion of performance units based on a three-year performance period.

At what price was the CNB Financial (CCNE) stock award valued?

The 519-share stock award to Michael J. Noah was valued at $27.70 per share. This reflects the grant price used for the award under the CNB Financial Corporation 2019 Stock Incentive Plan.

How many CNB Financial common shares does Michael J. Noah now hold?

After the grant, Michael J. Noah directly holds 9,521.210 CNB Financial common shares. In addition, 4,135.052 common shares are held indirectly for his benefit through a 401(k) plan, according to the filing.

What is the source of the 519-share grant reported by CCNE?

The 519-share grant comes from the CNB Financial Corporation 2019 Stock Incentive Plan. Performance units converted into common shares based on the issuer’s performance over a designated three-year performance period specified in the plan.

What depositary share holdings did Michael J. Noah report for CCNE?

He reported holding 4,000 depositary shares directly. Each depositary share represents a 1/40th interest in a share of CNB Financial’s 7.125% Series A Fixed-Rate Non-Cumulative Perpetual Preferred Stock, purchased in an underwritten public offering.

How are Michael J. Noah’s indirect CNB Financial (CCNE) holdings structured?

The filing shows 4,135.052 CNB Financial common shares held indirectly for Michael J. Noah by a 401(k) plan. This indicates retirement-plan ownership rather than directly registered shares in his own name.