CNB Financial Corp (CCNE) director adds 1,805 shares in latest trade

Rhea-AI Filing Summary

CNB Financial Corp director Francis X. Straub III reported acquiring additional common stock. On January 30, 2026, he acquired 1,805 shares of common stock at $27.70 per share, bringing his directly held common stock ownership to 37,974 shares.

He also holds 10,500 depositary shares, each representing a 1/40th interest in CNB Financial’s 7.125% Series A preferred stock, and 11,879.97 phantom stock units, which are economically equivalent to common shares and become payable upon termination of service.

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

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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^*

Straub Francis X III

(Last) (First) (Middle)

31 S 2ND STREET

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
01/30/2026

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	01/30/2026		A	V	1,805	A	$27.7	37,974	D
Depositary Shares(1)								10,500(1)	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
Phantom Stock(2)	(3)							(3)	(3)	Common Stock	11,879.97		11,879.97	D

Explanation of Responses:

1. 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.

2. Each share of phantom stock is the economic equivalent of one share of common stock. The phantom shares become payable upon termination of service.

3. n/a

Remarks:

	/s/ Jessica A. Zupich, Attorney-in-Fact	02/03/2026
	** 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 CNB Financial Corp (CCNE) disclose for Francis X. Straub III?

CNB Financial Corp reported that director Francis X. Straub III acquired 1,805 shares of common stock on January 30, 2026 at $27.70 per share. After this transaction, he directly owned 37,974 common shares, according to the Form 4 filing.

How many CNB Financial Corp (CCNE) common shares does Francis X. Straub III now hold?

Following the reported transaction, Francis X. Straub III directly holds 37,974 shares of CNB Financial Corp common stock. This reflects the addition of 1,805 shares acquired on January 30, 2026 at a price of $27.70 per share, as disclosed in the Form 4.

What are the phantom stock holdings reported for CNB Financial Corp (CCNE) director Francis X. Straub III?

Francis X. Straub III holds 11,879.97 phantom stock units linked to CNB Financial Corp common shares. Each phantom share is economically equivalent to one common share and becomes payable upon termination of his service, providing deferred, share-based compensation exposure.

What depositary shares related to CNB Financial Corp (CCNE) preferred stock does Francis X. Straub III own?

Francis X. Straub III holds 10,500 depositary shares representing CNB Financial’s 7.125% Series A fixed-rate non-cumulative perpetual preferred stock. Each depositary share equals a 1/40th interest in one preferred share and was purchased in an underwritten public offering.

Is Francis X. Straub III a 10% owner of CNB Financial Corp (CCNE)?

Francis X. Straub III is reported as a director of CNB Financial Corp but not as a 10% owner. The Form 4 indicates his status as a director only, with no box checked for 10% ownership, while detailing his common stock, phantom stock, and depositary share positions.