Director Varischetti adds CNB Financial (CCNE) shares and updates trust holdings

Rhea-AI Filing Summary

CNB Financial Corporation director Peter C. Varischetti reported acquiring additional common stock and updating his holdings. On January 30, 2026, he acquired 1,805 shares of common stock at $27.70 per share, bringing his directly held common shares to 3,188.

He also reports indirect ownership of 18,849 common shares held by the 2011 IRR Trust FBO Peter C. Varischetti, plus 3,000 Depositary Shares in that trust and another 3,000 Depositary Shares held by The Sharon M. Varsichetti Revocable Trust. Each Depositary Share represents a 1/40th interest in a share of the issuer's 7.125% Series A preferred stock. In addition, he holds 5,574.82 phantom stock units, each economically equivalent to one common share and payable upon termination of service.

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

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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^*

Varischetti Peter C

(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	3,188	D
Common Stock								18,849	I	By 2011 IRR Trust FBO Peter C. Varischetti
Depositary Shares(1)								3,000	I	By 2011 IRR Trust FBO Peter C. Varischetti
Depositary Shares(1)								3,000	I	By The Sharon M. Varsichetti Revocable Trust

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(2)	(3)							(3)	(3)	Common Stock	5,574.82		5,574.82	D

Explanation of Responses:

1. 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.

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

3. n/a

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.
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FAQ

What insider transaction did CCNE director Peter C. Varischetti report?

Director Peter C. Varischetti reported acquiring 1,805 shares of CNB Financial common stock on January 30, 2026 at $27.70 per share. Following this transaction, his directly owned common stock position increased to 3,188 shares according to the Form 4 filing.

How many CNB Financial (CCNE) shares does Varischetti now own directly?

After the reported transaction, Peter C. Varischetti directly owns 3,188 shares of CNB Financial common stock. This reflects the addition of 1,805 shares acquired on January 30, 2026 at a price of $27.70 per share, as disclosed in the insider filing.

What indirect CNB Financial (CCNE) holdings are reported for Varischetti?

Varischetti reports indirect ownership of 18,849 CNB Financial common shares through the 2011 IRR Trust FBO Peter C. Varischetti. He also reports 3,000 Depositary Shares in that trust and 3,000 Depositary Shares held by The Sharon M. Varsichetti Revocable Trust.

What are the Depositary Shares held in trusts related to CCNE?

The filing shows 3,000 CNB Financial Depositary Shares held by the 2011 IRR Trust FBO Peter C. Varischetti and 3,000 held by The Sharon M. Varsichetti Revocable Trust. Each Depositary Share represents a 1/40th interest in a 7.125% Series A preferred share.

What phantom stock holdings does Varischetti report for CNB Financial (CCNE)?

Varischetti reports holding 5,574.82 phantom stock units, each economically equivalent to one share of CNB Financial common stock. According to the filing, these phantom shares become payable upon termination of his service, functioning as a deferred compensation-type arrangement.

What is the role of Peter C. Varischetti at CNB Financial (CCNE)?

Peter C. Varischetti is identified as a director of CNB Financial Corporation. The Form 4 filing indicates his relationship to the issuer is as a director, with no officer title and not as a ten percent owner, based on the provided checkboxes.