CNB Financial (CCNE) CEO receives 4,015-share equity award under incentive plan

Rhea-AI Filing Summary

CNB Financial Corporation President & CEO Michael D. Peduzzi received an equity award of 4,015 shares of common stock on February 23, 2026. The shares were issued under the CNB Financial Corporation 2019 Stock Incentive Plan upon conversion of performance units based on a three-year performance period.

After this grant, Peduzzi directly holds 54,318 common shares. He also has indirect ownership of 2,975.66 common shares through a 401(k) plan, reflecting retirement-plan holdings rather than a new market purchase.

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^*

Peduzzi Michael D

(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
X	Officer (give title below)		Other (specify below)
	President & CEO

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	4,015(1)	A	$27.7	54,318	D
Common Stock								2,975.66	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 did CCNE President & CEO Michael D. Peduzzi report on this Form 4?

Michael D. Peduzzi reported an award of 4,015 CNB Financial common shares. The shares were issued under the 2019 Stock Incentive Plan, converting prior performance units into stock after a three-year performance period tied to the issuer’s results.

Was the CCNE Form 4 transaction a stock purchase or a share grant?

The Form 4 shows a share grant, not an open-market purchase. Peduzzi received 4,015 common shares as an award under the 2019 Stock Incentive Plan, following conversion of performance units based on the company’s three-year performance.

How many CNB Financial (CCNE) shares does Michael D. Peduzzi own after the reported grant?

After the grant, Peduzzi directly owns 54,318 CNB Financial common shares. He also indirectly holds 2,975.66 additional common shares through a 401(k) plan, which reflects retirement-plan investments rather than newly acquired market-traded stock.

What is the origin of the 4,015 CNB Financial shares reported on this Form 4?

The 4,015 shares were issued under CNB Financial Corporation’s 2019 Stock Incentive Plan. They result from converting performance units into common stock, based on the issuer’s performance over a designated three-year performance period described in the footnote.

Does the CCNE Form 4 indicate any stock sales by Michael D. Peduzzi?

The Form 4 does not report any stock sales by Peduzzi. It records an award of 4,015 common shares and updates his direct and indirect holdings, including shares held through a 401(k) plan as part of his overall ownership position.