CCNE Form 4: Director Powell Adds Shares; 41,327 Phantom Units

Rhea-AI Filing Summary

Jeffrey S. Powell, a director of CNB Financial Corp (CCNE), reported two purchases of common stock: 480 shares at $22.57 on 08/11/2025 and 1,245 shares at $23.36 on 08/12/2025. The Form 4 shows his reported direct beneficial ownership was 134,859 shares after the first reported purchase and 136,104 shares after the second.

Powell also reports 4,000 shares held indirectly and 41,327.128 phantom shares, which the filing describes as the economic equivalent of common stock payable upon termination of service. The Form 4 was executed by an attorney-in-fact as indicated in the filing.

Positive

• Director purchases reported: Jeffrey S. Powell acquired 480 shares at $22.57 and 1,245 shares at $23.36, increasing direct holdings to 136,104 shares.
• Significant phantom-stock position: The filing shows 41,327.128 phantom shares, which are economically equivalent to common stock and link Powell's compensation to long-term company value.

Negative

• None.

Insights

Financial Analyst

TL;DR: Director made modest open-market purchases; holdings rose to 136,104 shares and include a large phantom-stock position.

The reported transactions are straightforward purchases: 480 shares at $22.57 and 1,245 shares at $23.36. These moves increased reported direct beneficial ownership to 136,104 shares. From a market-impact perspective, the absolute sizes are modest and do not by themselves indicate a material shift in ownership or control. The substantial phantom-stock balance of 41,327.128 units represents a meaningful deferred economic interest that ties long-term compensation to company performance.

Corporate Governance Expert

TL;DR: Form 4 discloses insider purchases and a significant phantom-stock award; governance alignment is present but the purchases are routine.

The filing identifies Powell as a director and discloses both direct and indirect holdings plus a large phantom-stock allocation payable on termination. Phantom stock aligns executive interests with shareholders because it tracks economic value of common shares, though payout timing depends on termination. The form was submitted via attorney-in-fact, which is a common administrative practice. Overall, disclosures are complete and consistent with required Section 16 reporting.

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
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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^*

POWELL JEFFREY S

(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)
08/11/2025

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	08/11/2025		P	V	480	A	$22.57	134,859	D
Common Stock	08/12/2025		P	V	1,245	A	$23.36	136,104	D
Common Stock								4,000	I	JJ Powell

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
Phantom Stock(1)	(2)							(2)	(2)	Common Stock	41,327.128		41,327.128	D

Explanation of Responses:

1. Each share of phantom stock is the economic equivalent of one share of common stock. The phantom shares become payable upon termination of service.

2. n/a

Remarks:

	/s/ Jessica A. Zupich, Attorney-in-Fact	08/12/2025
	** 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 transactions did Jeffrey S. Powell report for CCNE?

The Form 4 reports purchases of 480 shares at $22.57 on 08/11/2025 and 1,245 shares at $23.36 on 08/12/2025.

How many CCNE shares does Powell beneficially own after these transactions?

The filing shows direct beneficial ownership of 134,859 shares after the first reported trade and 136,104 shares after the second.

Does Powell hold indirect or derivative interests in CCNE?

Yes. The Form 4 reports 4,000 shares held indirectly and 41,327.128 phantom shares that are economically equivalent to common stock and payable upon termination.

Was the Form 4 signed by the reporting person?

The filing is executed by an attorney-in-fact, Jessica A. Zupich, as indicated on the Form 4.

What does 'phantom stock' mean in this filing?

The filing states each phantom share is the economic equivalent of one common share and becomes payable upon termination of service.