[Form 4] CNB Financial Corp/PA Insider Trading Activity

Rhea-AI Filing Summary

WEX Inc. (WEX) Q2 2025 Form 10-Q highlights

• Total revenue fell 2.1% YoY to $659.6 m; 1H 2025 revenue down 2.3% to $1.30 bn.
• Mix shift: Payment processing -10.4% YoY, while account servicing +5.5% and finance fees +3.3%. Benefits segment grew 8.5%, partly offsetting Mobility (-3.7%) and Corporate Payments (-11.8%).
• Profitability: Operating income declined 6.7% to $156.8 m (margin 23.8%), and net income dropped 11.6% to $68.1 m. Diluted EPS rose 8.2% to $1.98 as diluted shares shrank 18% to 34.4 m following a $750 m Dutch-auction tender and $802 m total YTD buybacks.
• Cash flow: Operating cash flow was -$217 m YTD (-$160 m LY) on working-capital outflows; capex $67 m.
• Balance sheet: Cash & equivalents increased to $772.6 m, but total debt climbed to $5.44 bn (vs. $4.38 bn YE 2024) after issuing $550 m 6.5% Senior Notes and $449 m incremental Term B-3 loans. Equity fell 34% to $979 m, pushing net debt/eq higher.
• Liquidity: $782 m undrawn revolver capacity; FHLB advances $1.15 bn; securitized debt $92.7 m.
• Other comprehensive income swung positive ($73.9 m) driven by AFS gains and FX translation, lifting total comprehensive income to $142.0 m.

The quarter shows resilient EPS aided by aggressive buybacks, but underlying revenue softness, negative operating cash flow and higher leverage warrant attention.

Insights

Equity Research Analyst

TL;DR: EPS up on buybacks, core growth soft; leverage higher—overall neutral.

Revenue contraction in Mobility and Corporate Payments reflects lower fuel spreads and weaker virtual-card volume, outweighing solid 8% Benefits growth. Operating expense control (G&A -15%) buffered margin erosion, yet operating cash flow turned further negative. Management funded a $750 m tender offer via $550 m 6.5% notes and $450 m term loans, shrinking share count but elevating net leverage toward ~4.5× EBITDA (not disclosed here). With $773 m cash and ample revolver capacity, near-term liquidity looks comfortable; however, higher interest costs (financing interest +8.5%) will pressure earnings run-rate. Guidance not provided in the excerpt. Net effect is strategically mixed: accretive EPS, but growth headwinds and leverage rise.

Credit & Risk Analyst

TL;DR: Debt-funded buybacks spike leverage; cash flow negative—credit outlook cautious.

Long-term debt expanded 27% to $3.91 bn, with new unsecured 6.5% notes adding fixed interest burden through 2033. Equity drop to <$1 bn drives debt-to-equity above 5×, while treasury stock approaches $2.22 bn. OCF shortfall and seasonal receivable build heightened reliance on FHLB advances ($1.15 bn) and federal funds ($170 m). Although current ratio remains slightly above 1, negative free cash flow and concentration in short-term deposits leave limited buffer if credit losses (provision +4%) accelerate. The securitized receivable facilities are modest, but contingent liquidity hinges on asset quality and market access. Overall credit impact negative.

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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

1. Name and Address of Reporting Person^*

Shilling Steven R

(Last) (First) (Middle)

31 S 2ND ST

(Street)

CLEARFIELD PA 16830

(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 Wealth Mngt Officer

3. Date of Earliest Transaction (Month/Day/Year)
01/14/2025

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	01/14/2025		S	V	22.155(1)	D	$23.58	4,173.748(2)	I	By 401K Plan
Common Stock								10,701	D
Depositary Shares(3)								400(4)	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. On January 14, 2025, the reporting person received a distribution of 22.155 shares of common stock previously beneficially owned through his 401(k) plan.

2. The amount of securities beneficially owned have been adjusted to reflect the latest 401K plan statement.

3. 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.

4. 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	07/24/2025
	** 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 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

How did WEX (WEX) revenue perform in Q2 2025?

Revenue was $659.6 million, down 2.1% from $673.5 million in Q2 2024.

Why did diluted EPS rise even though net income fell?

A $750 million Dutch-auction tender and other buybacks reduced diluted shares 18%, lifting EPS to $1.98.

What is WEX's current debt position?

Total debt is $5.44 billion (short- and long-term) after issuing $550 million 6.5% Senior Notes and $449 million Term B-3 loans.

Which WEX segment showed growth in Q2 2025?

The Benefits segment grew 8.5% YoY to $195.1 million.

What was WEX's operating cash flow for the first half of 2025?

Operating cash flow was -$217 million, versus -$160 million in the prior year period.

How much liquidity does WEX have on its revolver?

The company had $782 million of unused borrowing capacity on the revolving credit facility at 30 June 2025.