Director at CNB Financial (CCNE) adds 1,805 shares via dividend reinvestment

Rhea-AI Filing Summary

CNB Financial Corporation director Scott Nicholas Jr. reported acquiring additional common stock through a dividend reinvestment plan. On January 30, 2026, he acquired 1,805 shares of common stock at $27.70 per share, increasing his direct holdings to 37,746.8 common shares.

He also directly holds 2,000 depositary shares, with each depositary share representing a 1/40th interest in a share of CNB Financial’s 7.125% Series A fixed-rate non-cumulative perpetual preferred stock, which was 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^*

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)
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	37,746.8(1)	D
Depositary Shares(2)								2,000(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 insider transaction did CNB Financial (CCNE) report for Scott Nicholas Jr.?

CNB Financial reported that director Scott Nicholas Jr. acquired 1,805 shares of common stock. The acquisition occurred on January 30, 2026 through a dividend reinvestment plan, increasing his directly held common stock position at the company.

At what price were the new CNB Financial (CCNE) shares acquired by the director?

The newly acquired CNB Financial common shares were reported at a price of $27.70 per share. This price applies to the 1,805 shares obtained on January 30, 2026 under the company’s dividend reinvestment plan for 2025.

How many CNB Financial (CCNE) common shares does Scott Nicholas Jr. now own?

After the reported dividend reinvestment transaction, director Scott Nicholas Jr. beneficially owns 37,746.8 shares of CNB Financial common stock directly. This figure reflects his holdings following the acquisition of 1,805 additional shares on January 30, 2026.

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

The Form 4 shows 2,000 depositary shares held directly. Each depositary share represents a 1/40th interest in one share of CNB Financial’s 7.125% Series A fixed-rate non-cumulative perpetual preferred stock, which was purchased in an underwritten public offering.

How were the additional CNB Financial (CCNE) shares accumulated by the director?

The additional 1,805 common shares were accumulated through CNB Financial’s Dividend Reinvestment Plan in 2025. Under such plans, cash dividends are automatically used to purchase additional shares, increasing the shareholder’s ownership over time.

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

The reported holdings for director Scott Nicholas Jr., including the 37,746.8 common shares and 2,000 depositary shares, are listed as direct ownership. The filing does not attribute these positions to any separate trust, partnership, or other related entity.