[Form 4] CNB FINANCIAL CORP/PA Insider Trading Activity

Rhea-AI Filing Summary

CNB Financial Corporation Executive Vice President and Chief Credit Officer Gregory M. Dixon received a grant of 1,113 shares of common stock at $27.70 per share. The award was issued under the 2019 Stock Incentive Plan, which converts performance units into shares based on the company’s performance over a three-year period.

After this award, Dixon directly holds 19,873.438 shares of common stock and indirectly holds 7,767.989 shares through a 401(k) plan. He also directly holds 1,000 depositary shares, each representing a 1/40th interest in a share of 7.125% Series A Fixed-Rate Non-Cumulative Perpetual Preferred Stock that 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

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^*

Dixon Gregory M

(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 Credit 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	19,873.438	D
Common Stock								7,767.989	I	By 401k Plan
Depositary Shares(2)								1,000	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. 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.
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 CCNE executive Gregory M. Dixon report?

Gregory M. Dixon reported receiving 1,113 shares of CNB Financial common stock as a grant. The shares were awarded under the 2019 Stock Incentive Plan, converting performance units into stock based on the company’s three-year performance period.

At what price were the awarded CCNE shares valued for Gregory M. Dixon?

The 1,113 awarded CNB Financial common shares were valued at $27.70 per share. This reflects the transaction price used for the grant on the Form 4 and helps indicate the notional value of the equity award at the time of issuance.

How many CNB Financial common shares does Gregory M. Dixon now directly hold?

Following the stock award, Gregory M. Dixon directly holds 19,873.438 shares of CNB Financial common stock. This total reflects his direct ownership after the 1,113-share grant reported in the Form 4 insider filing for CCNE.

What indirect CCNE holdings does Gregory M. Dixon report through a 401(k) plan?

Gregory M. Dixon reports indirect ownership of 7,767.989 CNB Financial common shares through a 401(k) plan. These shares are classified as indirect because they are held in a retirement account rather than directly in his personal brokerage or individual name.

What are the CNB Financial depositary shares held by Gregory M. Dixon?

Gregory M. Dixon directly holds 1,000 depositary shares of CNB Financial. Each depositary share represents a 1/40th interest in a share of 7.125% Series A Fixed-Rate Non-Cumulative Perpetual Preferred Stock, which was purchased in an underwritten public offering.

How was the CCNE stock award to Gregory M. Dixon determined?

The CCNE stock award was issued under the 2019 Stock Incentive Plan, which converts performance units into common shares. The number of shares, 1,113, was based on CNB Financial’s performance over a designated three-year performance period set by the plan.