CNB Financial (CCNE) EVP nets award shares after tax surrender

Rhea-AI Filing Summary

CNB Financial Corp. executive vice president and Chief Wealth Management Officer Steven R. Shilling reported offsetting equity movements in company securities. He received a grant of 1,113 shares of common stock at $27.70 per share under the 2019 Stock Incentive Plan, reflecting conversion of performance units based on a three-year performance period. On the same date, he surrendered 313 shares back to the issuer at $27.70 per share to satisfy tax withholding obligations tied to this performance stock award. After these transactions, he directly owned 12,801 common shares, with additional indirect ownership of 4,357.3 common shares through a 401(k) plan and 400 depositary shares, each representing a 1/40th interest in a share of 7.125% Series A preferred stock.

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^*

Shilling Steven R

(Last) (First) (Middle)

31 S 2ND ST

(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 Wealth Mngt Officer

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	13,114	D
Common Stock	02/23/2026		S	V	313(2)	D	$27.7	12,801	D
Common Stock								4,357.3	I	By 401K Plan
Depositary Shares(3)								400(4)	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. 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.

3. 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.

4. 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	02/23/2026
	** 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.
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FAQ

What insider stock transactions did CCNE executive Steven R. Shilling report?

Steven R. Shilling reported receiving 1,113 CNB Financial common shares as a performance-based award at $27.70 per share and surrendering 313 shares back to the company at the same price to cover tax withholding obligations tied to that equity award.

How many CNB Financial (CCNE) shares does Steven R. Shilling own after this Form 4?

After the reported transactions, Steven R. Shilling directly owns 12,801 CNB Financial common shares. He also has indirect ownership of 4,357.3 common shares through a 401(k) plan and 400 depositary shares tied to the company’s 7.125% Series A preferred stock.

Was Steven R. Shilling’s CNB Financial stock sale an open-market sale?

The 313-share disposition used sale code but was not an open-market sale. Footnotes state these shares were surrendered back to CNB Financial to satisfy tax withholding obligations related to the performance stock award, effectively a tax settlement with the issuer.

What is the source of Steven R. Shilling’s 1,113-share CNB Financial stock grant?

The 1,113-share grant came from CNB Financial’s 2019 Stock Incentive Plan. Performance units converted into common shares based on the issuer’s performance over a designated three-year period, making this a performance-based equity award rather than a cash purchase.

What do Steven R. Shilling’s CNB Financial depositary shares represent?

Steven R. Shilling holds 400 CNB Financial depositary shares. Each depositary share represents a 1/40th interest in one share of the company’s 7.125% Series A fixed-rate non-cumulative perpetual preferred stock, originally purchased in an underwritten public offering.

How many net CNB Financial common shares did Steven R. Shilling gain from this award?

He received 1,113 common shares and surrendered 313 to cover taxes, resulting in a net increase of 800 common shares. This net gain arises from the performance-based equity award under the 2019 Stock Incentive Plan after satisfying related withholding obligations.