CNB Financial (CCNE) EVP Dixon logs stock award, tax share surrender

Rhea-AI Filing Summary

CNB Financial Corporation executive Gregory M. Dixon reported stock transactions involving company shares. On January 30, 2026, he acquired 1,895 shares of common stock at $27.70 per share and then surrendered 595 shares at the same price to cover tax withholding tied to a Restricted Stock Award. After these transactions, he directly owned 18,760.438 common shares. He also holds 1,000 depositary shares, each representing a 1/40th interest in CNB Financial’s 7.125% Series A preferred stock, and 7,767.989 common shares indirectly through a 401(k) plan, updated to the latest plan statement.

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^*

Dixon Gregory M

(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)

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

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	1,895	A	$27.7	19,355.438	D
Common Stock	01/30/2026		F	V	595(1)	D	$27.7	18,760.438(1)	D
Depositary Shares(2)								1,000(2)	D
Common Stock								7,767.989(3)	I	By 401k Plan

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. Reflects shares of common stock surrendered to the Issuer to satisfy tax withholding obligations in connection with the Restricted Stock Award.

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.

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

Remarks:

	/s/ Jessica A. Zupich, Attorney-in-Fact	02/02/2026
	** 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).
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FAQ

What insider transaction did CCNE executive Gregory M. Dixon report?

Gregory M. Dixon reported acquiring 1,895 shares of CNB Financial common stock at $27.70 per share. He then surrendered 595 of those shares to the company to satisfy tax withholding obligations connected to a Restricted Stock Award granted on January 30, 2026.

How many CNB Financial (CCNE) shares does Gregory M. Dixon now directly own?

After the reported transactions, Gregory M. Dixon directly owns 18,760.438 shares of CNB Financial common stock. This figure reflects both the 1,895-share acquisition and the 595 shares surrendered back to the issuer for tax withholding tied to the Restricted Stock Award.

What does the Form 4 say about CCNE depositary shares held by Gregory M. Dixon?

The filing shows Dixon holds 1,000 CNB Financial depositary shares. 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, originally purchased in an underwritten public offering.

How many CNB Financial (CCNE) shares does Dixon hold through his 401(k) plan?

The Form 4 reports Dixon indirectly owns 7,767.989 CNB Financial common shares through a 401(k) plan. This amount has been adjusted to match the latest 401(k) plan statement, indicating updated beneficial ownership within the retirement account.

Why were 595 CCNE shares surrendered by Gregory M. Dixon?

The 595 shares of CNB Financial common stock were surrendered to the issuer to cover tax withholding obligations. This surrender was specifically in connection with a Restricted Stock Award, as explained in the filing’s footnote, rather than a discretionary open-market sale.