CNB Financial (CCNE) exec nets stock award after tax share surrender

Rhea-AI Filing Summary

CNB Financial Corporation senior executive Martin T. Griffith reported a mix of stock award and share surrender. He received 1,485 shares of common stock at $27.70 per share under the 2019 Stock Incentive Plan, based on a three-year performance period. He then surrendered 535 shares to the issuer to satisfy tax withholding obligations tied to this performance stock award, leaving 16,897 common shares held directly, 4,928.544 common shares held indirectly through a 401(k) plan, and 3,637 depositary shares held directly.

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^*

Griffith Martin T.

(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/Chief Revenue Officer

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	17,432	D
Common Stock	02/23/2026		S	V	535(2)	D	$27.7	16,897	D
Common Stock								4,928.544	I	By 401K Plan
Depositary Shares(3)								3,637(3)	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

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.

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

3. 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.

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.
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 transactions did CCNE executive Martin T. Griffith report on this Form 4?

Martin T. Griffith reported receiving 1,485 shares of CNB Financial common stock at $27.70 per share as a performance-based stock award and surrendering 535 shares to the issuer to cover tax withholding obligations related to that award, resulting in updated share holdings.

How many CNB Financial (CCNE) shares does Martin T. Griffith own after these transactions?

After the reported transactions, Martin T. Griffith directly holds 16,897 shares of CNB Financial common stock, plus 4,928.544 common shares held indirectly through a 401(k) plan and 3,637 depositary shares representing interests in Series A preferred stock.

What plan governed the 1,485-share stock award to CCNE executive Martin T. Griffith?

The 1,485-share stock award was issued under the CNB Financial Corporation 2019 Stock Incentive Plan, which converts performance units into common shares based on the issuer's performance over a designated three-year performance period, as described in the filing footnotes.

Why were 535 CNB Financial (CCNE) shares surrendered by Martin T. Griffith?

The 535 shares were surrendered to CNB Financial to satisfy tax withholding obligations connected with the reported performance stock award. The footnotes explain that these shares were given back to the issuer specifically for this tax withholding purpose, not as a discretionary open-market sale.

What are the depositary shares held by CCNE executive Martin T. Griffith?

Martin T. Griffith holds 3,637 depositary shares directly. Each depositary share represents a 1/40th interest in a share of CNB Financial’s 7.125% Series A Fixed-Rate Non-Cumulative Perpetual Preferred Stock, which were purchased in an underwritten public offering according to the footnotes.