CNB Financial (CCNE) officer logs stock award and tax-share surrender

Rhea-AI Filing Summary

CNB Financial Corporation executive Griffith Martin T., SEVP/Chief Revenue Officer, reported equity-related transactions in company securities. On January 30, 2026, he acquired 3,610 shares of common stock at $27.70 per share and beneficially owned 15,947 common shares directly afterward.

On the same date, 958 common shares were surrendered at $27.70 per share to the issuer to cover tax withholding tied to a restricted stock award. He also beneficially owned 4,928.544 common shares indirectly through a 401(k) plan and held 3,637 depositary shares, each representing a 1/40th interest in a share of the issuer’s 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^*

Griffith Martin T.

(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)
	SEVP/Chief Revenue Officer

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	3,610	A	$27.7	16,905	D
Common Stock	01/30/2026		F	V	958(1)	D	$27.7	15,947	D
Common Stock								4,928.544(2)	I	By 401K Plan
Depositary Shares(3)								3,637(3)	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. Reflects shares of common stock surrendered to the Issuer to satisfy tax withholding obligations in connection with the Restricted Stock Award.

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

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.

Remarks:

	/s/ Jessica A. Zupich, Attorney-in-Fact	02/02/2026
	** 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 transactions did CCNE executive Griffith Martin T. report?

Griffith Martin T. reported acquiring 3,610 CCNE common shares at $27.70 on January 30, 2026. He also reported 958 shares surrendered at $27.70 to satisfy tax withholding related to a restricted stock award, alongside updated holdings in common and depositary shares.

How many CNB Financial (CCNE) shares does Griffith Martin T. own after the Form 4?

After the reported transactions, Griffith Martin T. directly held 15,947 shares of CCNE common stock. He also beneficially owned 4,928.544 common shares indirectly through a 401(k) plan and held 3,637 depositary shares representing interests in Series A preferred stock.

What does the tax withholding transaction on CCNE shares represent?

The disposition of 958 CCNE common shares at $27.70 reflects shares surrendered to the issuer to cover tax withholding obligations. This withholding was connected to a restricted stock award, meaning shares were used to pay taxes owed when the award vested.

What is the nature of Griffith Martin T.’s indirect ownership in CCNE stock?

His indirect ownership consists of 4,928.544 CCNE common shares held by a 401(k) plan, according to the latest plan statement. This represents retirement-plan holdings rather than directly held stock certificates in his personal brokerage or individual account.

What are the CCNE depositary shares reported on this Form 4?

He holds 3,637 depositary shares, each representing a 1/40th interest in a share of CNB Financial’s 7.125% Series A Fixed-Rate Non-Cumulative Perpetual Preferred Stock. These depositary shares were acquired in an underwritten public offering by the issuer.

What role does Griffith Martin T. hold at CNB Financial (CCNE)?

Griffith Martin T. serves as Senior Executive Vice President and Chief Revenue Officer of CNB Financial Corporation. The Form 4 confirms he is an officer of the company and not reported as a director or 10% beneficial owner in this filing.