CNB Financial (CCNE) SVP receives 445-share stock award under incentive plan

Rhea-AI Filing Summary

CNB Financial Corp. senior vice president and Chief of Employee Resources Heather J. Koptchak acquired 445 shares of common stock at $27.70 per share. These shares were issued under the CNB Financial Corporation 2019 Stock Incentive Plan upon conversion of performance units earned over a three-year performance period.

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^*

Koptchak Heather J.

(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)
	SVP/Chief ofEmployee Resources

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	445(1)	A	$27.7	6,756.54	D
Common Stock								2,359.703	I	By 401K Plan
Common Stock								53.44	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

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.
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 Heather Koptchak report?

Heather J. Koptchak reported acquiring 445 shares of CNB Financial common stock. The shares were issued as part of an equity incentive plan, reflecting a grant or award rather than an open-market purchase or sale transaction.

At what price were the CNB Financial (CCNE) shares valued in the grant?

The 445 shares of CNB Financial common stock granted to Heather J. Koptchak were valued at $27.70 per share. This price is used for reporting purposes in the Form 4 and reflects the award’s per-share value on the transaction date.

What plan governed Heather Koptchak’s CCNE stock award?

The reported shares were issued under the CNB Financial Corporation 2019 Stock Incentive Plan. Under this plan, performance units convert into common stock based on the issuer’s performance measured over a designated three-year performance period.

How were the CNB Financial (CCNE) performance units converted into shares?

The performance units converted into common stock based on CNB Financial’s performance over a three-year designated performance period. After this period, the earned units were settled in 445 shares issued to Heather J. Koptchak under the 2019 Stock Incentive Plan.

Does the Form 4 show indirect CNB Financial (CCNE) holdings for Heather Koptchak?

Yes. The Form 4 reports indirect holdings through a 401(k) plan and spousal ownership. These entries list total common stock positions held in those accounts after the reported date, without specifying new purchase or sale amounts for those indirect holdings.