CNB Financial (CCNE) director adds 375 shares in open-market buy

Rhea-AI Filing Summary

CNB Financial Corp. director Scott Nicholas Jr. reported an open-market purchase of 375 shares of Common Stock on March 13, 2026 at $27.05 per share. Following this buy, he directly holds 38,269 Common shares. The filing also shows direct ownership of 2,000 Depositary Shares, each representing a 1/40th interest in the company’s 7.125% Series A preferred stock, which were purchased in an underwritten public offering.

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Scott Nicholas N. Jr.

(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)
03/13/2026

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	03/13/2026		P	V	375	A	$27.05	38,269(1)	D
Depositary Shares(2)								2,000	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. Accumulated shares through the Dividend Reinvestment Plan in Q1 2026.

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	03/16/2026
	** 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 CNB Financial Corp. (CCNE) disclose in this Form 4?

CNB Financial Corp. disclosed that director Scott Nicholas Jr. made an open-market purchase of 375 shares of Common Stock at $27.05 per share on March 13, 2026, increasing his direct ownership position.

How many CNB Financial Corp. (CCNE) shares does Scott Nicholas Jr. own after the transaction?

After the reported purchase, Scott Nicholas Jr. directly owns 38,269 shares of CNB Financial Corp. Common Stock. This reflects his holdings immediately following the 375-share open-market acquisition disclosed for March 13, 2026 in the Form 4 filing.

At what price did the CNB Financial Corp. (CCNE) director buy shares?

The director’s open-market purchase was executed at $27.05 per share for 375 shares of CNB Financial Corp. Common Stock on March 13, 2026. This transaction is categorized as a purchase in the open market in the filing data.

What Depositary Shares related to CNB Financial Corp. (CCNE) does the insider hold?

The filing shows direct ownership of 2,000 Depositary Shares, each representing a 1/40th interest in a share of CNB Financial’s 7.125% Series A Non-Cumulative Perpetual Preferred Stock. These Depositary Shares were purchased in an underwritten public offering.

Was the CNB Financial Corp. (CCNE) insider transaction a buy or a sell?

The Form 4 reflects a buy transaction. Director Scott Nicholas Jr. executed an open-market purchase of 375 Common Stock shares at $27.05 per share, with no reported share sales in this particular filing.