Director Julie M. Young boosts CNB Financial (CCNE) stake with 1,805 DRIP shares

Rhea-AI Filing Summary

CNB Financial Corp director Julie M. Young reported an automatic acquisition of 1,805 shares of common stock on January 30, 2026 at a price of $27.70 per share. These shares were accumulated through the company’s Dividend Reinvestment Plan in 2025, which reinvests dividends into additional stock.

Following this transaction, Young beneficially owned 11,504.89 common shares held directly. She also directly held 600 depositary shares, each representing a 1/40th interest in CNB Financial’s 7.125% Series A fixed-rate non-cumulative perpetual preferred stock, originally 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

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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^*

Young Julie M.

(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	11,504.89(1)	D
Depositary Shares(2)								600(2)	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 2025

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	02/03/2026
	** 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 CNB Financial (CCNE) director Julie M. Young report on this Form 4?

Julie M. Young reported an automatic acquisition of CNB Financial common stock. On January 30, 2026, she acquired 1,805 common shares at $27.70 per share through the company’s Dividend Reinvestment Plan, increasing her directly held beneficial ownership to 11,504.89 common shares.

How many CNB Financial (CCNE) common shares does Julie M. Young now beneficially own?

After the reported transaction, Julie M. Young beneficially owns 11,504.89 common shares. These shares are held directly and reflect the addition of 1,805 shares accumulated through the 2025 Dividend Reinvestment Plan, as disclosed in the Form 4 filing.

How were the 1,805 CNB Financial (CCNE) shares acquired by the director?

The 1,805 shares were accumulated through CNB Financial’s Dividend Reinvestment Plan. The footnote explains these shares were built up during 2025 as dividends were reinvested into additional common stock, rather than being received in cash, and reported as acquired on January 30, 2026.

What are the CNB Financial (CCNE) depositary shares reported on this Form 4?

The filing shows 600 CNB Financial depositary shares held directly. Each depositary share represents a 1/40th interest in a share of the company’s 7.125% Series A fixed-rate non-cumulative perpetual preferred stock, originally purchased in an underwritten public offering.

Is this CNB Financial (CCNE) Form 4 transaction a purchase on the open market?

The reported 1,805-share acquisition is from a Dividend Reinvestment Plan, not a regular open-market trade. Dividends paid on existing holdings were automatically reinvested to acquire additional common shares, which are then reported as an acquisition on the Form 4.

Does the CNB Financial (CCNE) Form 4 indicate indirect ownership or special entities?

The reported common and depositary shares are shown as directly owned by Julie M. Young. The filing does not attribute the holdings to a trust, LLC, or other entity, and there are no footnotes disclaiming voting or investment power over these securities.