CNB Financial (CCNE) SEVP Leanne Kassab granted 1,485 performance shares

Rhea-AI Filing Summary

CNB Financial Corp. executive Leanne D. Kassab reported a performance-based stock award. She acquired 1,485 shares of common stock on February 23, 2026 at $27.70 per share, issued under the CNB Financial Corporation 2019 Stock Incentive Plan upon conversion of performance units earned over a three-year period.

After this award, she directly holds 22,352 common shares. She also reports 1,000 Depositary Shares, each representing a 1/40th interest in a 7.125% Series A preferred share, along with indirect common stock holdings through a spouse and 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^*

Kassab Leanne 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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SEVP/Chief Experience 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	22,352	D
Depositary Shares(2)								1,000(2)	D
Common Stock								728	I	Spouse
Common Stock								8,745.319	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.

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.

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 transaction did CCNE executive Leanne Kassab report?

Leanne Kassab reported a stock award of 1,485 CNB Financial common shares. The shares were issued under the 2019 Stock Incentive Plan after performance units converted based on the issuer’s results over a three-year performance period ending before February 23, 2026.

Was Leanne Kassab’s CCNE transaction a stock purchase or an award?

The Form 4 shows a stock award, not an open-market purchase. Transaction code A indicates a grant or other acquisition, and footnotes explain the 1,485 common shares came from performance units converting under CNB Financial’s 2019 Stock Incentive Plan.

How many CNB Financial common shares does Leanne Kassab now hold directly?

Following the February 23, 2026 award, Leanne Kassab directly owns 22,352 CNB Financial common shares. This total includes the newly issued 1,485 performance-based shares granted under the company’s 2019 Stock Incentive Plan after a three-year measurement period.

What other CNB Financial securities does Leanne Kassab report on the Form 4?

She reports 1,000 Depositary Shares, each representing a 1/40th interest in a 7.125% Series A preferred share, held directly. She also lists indirect common stock holdings through a spouse and through a 401(k) plan associated with CNB Financial.

What plan governed Leanne Kassab’s CCNE performance share award?

The award was issued under the CNB Financial Corporation 2019 Stock Incentive Plan. That plan allowed performance units to convert into common shares based on the issuer’s performance measured over a designated three-year performance period disclosed in the Form 4 footnote.

Does this CCNE Form 4 show any insider stock sales by Leanne Kassab?

The summarized data show a single acquisition coded A and no sales. Additional entries reflect security holdings, including Depositary Shares and indirect common stock interests, rather than new sale transactions or dispositions of CNB Financial shares on February 23, 2026.