CNB Financial (NASDAQ: CCNE) CFO awarded 1,485 performance-based shares

Rhea-AI Filing Summary

CNB Financial Corp. SEVP/CFO Tito L. Lima received an award of 1,485 shares of common stock at $27.70 per share. The shares were issued under the CNB Financial Corporation 2019 Stock Incentive Plan upon conversion of performance units based on the issuer's three-year performance period. After this grant, he directly owns 27,423.24 common shares, with additional indirect holdings of 899.878 shares through his spouse and 3,931.406 shares through a 401(k) plan.

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^*

LIMA TITO L

(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)
	SEVP/CFO

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	1,485(1)	A	$27.7	27,423.24	D
Common Stock								899.878	I	Spouse
Common Stock								3,931.406	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. 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.

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.
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FAQ

What insider transaction did CNB Financial Corp (CCNE) report for Tito L. Lima?

CNB Financial Corp reported that SEVP/CFO Tito L. Lima received an award of 1,485 shares of common stock. The award was issued under the 2019 Stock Incentive Plan, reflecting conversion of performance units based on the company’s results over a designated three-year performance period.

Was the CCNE insider transaction a purchase or an award of shares?

The CCNE insider transaction was an award of shares, not an open-market purchase. Tito L. Lima acquired 1,485 common shares through a grant classified as a "Grant, award, or other acquisition" under the company’s 2019 Stock Incentive Plan tied to performance units.

How many CNB Financial Corp (CCNE) shares does Tito L. Lima own after this Form 4?

After this Form 4 transaction, Tito L. Lima directly owns 27,423.24 CNB Financial Corp common shares. He also has indirect ownership of 899.878 shares through his spouse and 3,931.406 shares through a 401(k) plan, as reported in the filing’s ownership tables.

What plan governed the share award to CCNE executive Tito L. Lima?

The share award to Tito L. Lima was governed by the CNB Financial Corporation 2019 Stock Incentive Plan. Under this plan, performance units converted into common stock based on the issuer’s performance over a designated three-year period, resulting in issuance of 1,485 common shares.

What was the reported price per share for Tito L. Lima’s CCNE stock award?

The reported price per share for the award to Tito L. Lima was $27.70. This value is shown in the Form 4 for the 1,485 common shares issued under the 2019 Stock Incentive Plan upon conversion of three-year performance-based units into stock.

How are Tito L. Lima’s indirect CCNE holdings structured in the Form 4?

The Form 4 lists two categories of indirect CCNE holdings for Tito L. Lima. It reports 899.878 common shares held through his spouse and 3,931.406 common shares held through a 401(k) plan, both classified as indirect ownership interests separate from his directly owned shares.