CNB Financial (NASDAQ: CCNE) director adds 1,805 shares via dividend reinvestment

Rhea-AI Filing Summary

CNB Financial Corporation director Deborah Dick Pontzer reported acquiring 1,805 shares of CCNE common stock on January 30, 2026 at $27.70 per share. These shares were accumulated through a 2025 dividend reinvestment program, increasing her directly held common stock to 41,038.71 shares.

She also reports indirect ownership of 5,100 common shares held by her spouse. In addition, she holds 766.465 phantom stock units, each economically equivalent to one CCNE common share, which become payable when her service with the company ends.

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^*

PONTZER DEBORAH DICK

(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	41,038.71(1)	D
Common Stock								5,100	I	Spouse

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	766.465		766.465	D

Explanation of Responses:

1. Accumulated shares through Dividend Reinvestment in 2025

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	02/02/2026
	** 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).
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 did CCNE director Deborah Dick Pontzer report on this Form 4?

She reported acquiring 1,805 CNB Financial (CCNE) common shares on January 30, 2026 at $27.70 per share. The filing also updates her total direct, indirect, and phantom stock holdings with the company as of that date.

How many CCNE shares does Deborah Dick Pontzer own after this transaction?

After the transaction, she directly owns 41,038.71 CCNE common shares and indirectly owns 5,100 shares through her spouse. The filing also shows 766.465 phantom stock units that track the value of additional common shares for compensation purposes.

What is the nature of the 1,805 CCNE shares acquired by the director?

The 1,805 CCNE common shares were accumulated through dividend reinvestment in 2025 at a reported price of $27.70 per share. Dividend reinvestment means cash dividends were automatically used to buy additional company stock instead of being paid in cash.

What phantom stock holdings does Deborah Dick Pontzer report for CCNE?

She reports holding 766.465 phantom stock units, each equal in economic value to one CCNE common share. These phantom shares do not represent actual stock but become payable in value when her service with CNB Financial Corporation ends.

How are Deborah Dick Pontzer’s indirect CCNE holdings structured?

The filing lists 5,100 CCNE common shares as indirectly owned through her spouse. Indirect ownership means the shares are held in another person’s name, but are still reported as part of the director’s overall beneficial ownership position.

Does this CCNE Form 4 show any stock sales by the director?

No stock sales are reported in this Form 4. The only transaction shown is an acquisition of 1,805 CCNE common shares, along with updated totals for her existing direct, indirect, and phantom stock holdings with CNB Financial Corporation.