CNB Financial (CCNE) EVP reports dividend shares and tax withholding move

Rhea-AI Filing Summary

CNB Financial Corporation executive Angela D. Wilcoxson reported routine share activity in company stock. On January 30, 2026, she acquired 1,895 shares of common stock at $27.70 per share through the company’s dividend reinvestment plan for 2025. That same day, she surrendered 614 shares at $27.70 per share back to the issuer to cover tax withholding tied to a restricted stock award. After these transactions, she directly owned 9,521.3 shares and indirectly held 3,067.89 shares through a 401(k) plan, which reflects the latest plan statement.

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)
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	1,895	A	$27.7	10,135.3(1)	D
Common Stock	01/30/2026		S	V	614(2)	D	$27.7	9,521.3	D
Common Stock								3,067.89(3)	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. Accumulated shares through the Dividend Reinvestment Plan in 2025

2. Reflects shares of common stock surrendered to the Issuer to satisfy tax withholding obligations in connection with the Restricted Stock Award.

3. The amount of securities beneficially owned have been adjusted to reflect the latest 401K plan statement.

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.
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 activity did CCNE executive Angela D. Wilcoxson report?

Angela D. Wilcoxson reported routine changes in her CNB Financial common stock holdings on January 30, 2026. She acquired shares through the dividend reinvestment plan and surrendered some shares to cover tax withholding on a restricted stock award.

How many CNB Financial (CCNE) shares did the EVP acquire and at what price?

She acquired 1,895 shares of CNB Financial common stock at $27.70 per share. The filing notes these shares accumulated under the company’s 2025 dividend reinvestment plan, reflecting reinvested dividends rather than an open-market purchase.

Why did Angela Wilcoxson surrender CNB Financial shares on January 30, 2026?

She surrendered 614 shares of common stock to CNB Financial to satisfy tax withholding obligations. This withholding was connected to a restricted stock award, meaning part of the award was used to pay the related tax bill.

How many CNB Financial shares does the EVP hold after the reported Form 4 transactions?

After the reported transactions, she directly owns 9,521.3 shares of CNB Financial common stock. She also indirectly holds 3,067.89 shares through a 401(k) plan, which reflects balances from the latest plan statement.

What does the 401(k) plan holding mean in the CCNE insider filing?

The filing lists 3,067.89 CNB Financial shares held indirectly through a 401(k) plan. A footnote explains this figure was adjusted to match the most recent 401(k) plan statement, indicating retirement-plan ownership rather than directly held shares.

Is the CNB Financial (CCNE) insider transaction a regular purchase or part of a plan?

The acquisition of 1,895 CNB Financial shares is tied to the company’s 2025 dividend reinvestment plan. A footnote clarifies these shares were accumulated through reinvested dividends rather than a one-time discretionary market purchase.