CNB Financial (CCNE) EVP gets stock award, surrenders shares for tax withholding

Rhea-AI Filing Summary

CNB Financial Corp EVP Angela D. Wilcoxson reported a stock award and related tax share surrender. She received 1,113 shares of common stock at $27.70 per share under the 2019 Stock Incentive Plan, based on performance over a three-year period. She then surrendered 329 shares to the issuer at $27.70 per share to cover tax withholding on this performance stock award. After these transactions, she holds 10,305.3 shares directly and 3,067.89 shares indirectly through 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^*

Wilcoxson Angela 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)
	EVP/Chief Commercial Banking

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	1,113(1)	A	$27.7	10,634.3	D
Common Stock	02/23/2026		S	V	329(2)	D	$27.7	10,305.3	D
Common Stock								3,067.89	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. Reflects shares of common stock surrendered to the Issuer to satisfy tax withholding obligations in connection with the Performance Stock Award.

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 did CCNE executive Angela Wilcoxson report in this Form 4 filing?

Angela Wilcoxson reported a performance-based stock award and a related tax share surrender. She was granted 1,113 shares of CNB Financial common stock, then surrendered 329 shares back to the issuer to satisfy tax withholding obligations tied to that award.

How many CNB Financial (CCNE) shares did Angela Wilcoxson acquire?

She acquired 1,113 shares of CNB Financial common stock at $27.70 per share. These shares were issued under the 2019 Stock Incentive Plan, converting performance units into stock based on the company’s performance over a three-year designated performance period.

Why did Angela Wilcoxson surrender CNB Financial (CCNE) shares?

She surrendered 329 shares of common stock back to CNB Financial to cover tax withholding obligations. The filing explains these shares were used to satisfy taxes arising from the performance stock award, rather than being sold in an open-market transaction.

What are Angela Wilcoxson’s CNB Financial (CCNE) holdings after the transactions?

After the reported transactions, Angela Wilcoxson directly owns 10,305.3 CNB Financial common shares. She also indirectly holds 3,067.89 additional shares through a 401(k) plan, reflecting her ongoing equity interest in the company following the award and tax surrender.

How was the CNB Financial (CCNE) stock award to Angela Wilcoxson determined?

The award was issued under CNB Financial’s 2019 Stock Incentive Plan. Performance units were converted into 1,113 shares of common stock based on the issuer’s measured performance over a three-year designated performance period, as described in the Form 4 footnote.