CNB Financial (CCNE) director sells 244 shares, retains sizable stake

Rhea-AI Filing Summary

CNB Financial Corp. director Deborah Dick Pontzer reported an open-market sale of 244 shares of Common Stock at $30.55 per share. After this sale, she holds 41,051.18 Common shares directly, plus 5,100 shares indirectly through her spouse and 766.465 phantom stock units that are economically equivalent to common stock and become payable upon termination of service. The filing also notes shares accumulated through dividend reinvestment in Q1 2026.

Insider Trade Summary

Net Seller: 244 shares ($7,454)

Net Sell 3 txns

Insider PONTZER DEBORAH DICK

Role null

Sold 244 shs ($7K)

Type	Security	Shares	Price	Value
Sale	Common Stock	244	$30.55	$7K
holding	Phantom Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 41,051.18 shares (Direct, null); Phantom Stock — 766.465 shares (Direct, null); Common Stock — 5,100 shares (Indirect, Spouse)

Footnotes (1)

1. Accumulated shares through Dividend Reinvestment in Q1 2026 Each share of phantom stock is the economic equivalent of one share of common stock. The phantom shares become payable upon termination of service. n/a

Key Figures

Shares sold: 244 shares Sale price: $30.55 per share Direct common holdings: 41,051.18 shares +3 more

6 metrics

Shares sold 244 shares Open-market sale of Common Stock

Sale price $30.55 per share Price for 244-share open-market sale

Direct common holdings 41,051.18 shares Common Stock held directly after transaction

Indirect common holdings 5,100 shares Common Stock held indirectly via spouse

Phantom stock units 766.465 units Phantom Stock economically equivalent to Common Stock

Phantom stock exercise price $0.00 Exercise price on Phantom Stock units

Key Terms

Phantom Stock, open-market sale, Dividend Reinvestment

3 terms

Phantom Stock financial

"Each share of phantom stock is the economic equivalent of one share of common stock."

A phantom stock is a form of compensation that gives employees or executives the benefits of stock ownership, such as the increase in stock value, without actually giving them real shares. It acts like a promise to pay the employee the equivalent value of company stock later, often as a bonus or incentive. This allows companies to motivate and reward staff without diluting ownership or transferring actual shares.

open-market sale financial

"Sale in open market or private transaction"

An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.

Dividend Reinvestment financial

"Accumulated shares through Dividend Reinvestment in Q1 2026"

Dividend reinvestment is when the money earned from a company's profit sharing, called dividends, is automatically used to buy more shares of that company instead of being received as cash. This process helps investors grow their holdings over time without extra effort, much like using earned interest to buy more of a savings account. It encourages long-term investment growth by continuously increasing the amount of shares owned.

Form 4 Insider Transactions: What Each Field Means →

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

PONTZER DEBORAH DICK

(Last) (First) (Middle)

31 S 2ND STREET

(Street)

CLEARFIELD PENNSYLVANIA 16830

(City) (State) (Zip)

UNITED STATES

(Country)

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)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/30/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	04/30/2026		S		244	D	$30.55	41,051.18(1)	D
Common Stock								5,100	I	Spouse

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	766.465		766.465	D

Explanation of Responses:

1. Accumulated shares through Dividend Reinvestment in Q1 2026

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	05/01/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did CCNE director Deborah Dick Pontzer report?

Deborah Dick Pontzer reported an open-market sale of CNB Financial Corp. common stock. She sold 244 shares at $30.55 per share and continues to hold a significantly larger direct and indirect stake, according to the Form 4 insider trading report.

How many CNB Financial (CCNE) shares does the director hold after the sale?

After the reported sale, Deborah Dick Pontzer holds 41,051.18 CNB Financial common shares directly. She also has 5,100 shares held indirectly through her spouse, giving her a combined reported economic interest well above the 244 shares sold in the open-market transaction.

At what price were the CNB Financial (CCNE) shares sold in this Form 4?

The Form 4 shows an open-market sale of CNB Financial common stock at $30.55 per share. The transaction involved 244 shares, providing a transparent record of the sale price and the relatively small size of the trade compared with the director’s remaining holdings.

What are the phantom stock holdings reported for the CNB Financial director?

The filing reports 766.465 phantom stock units for Deborah Dick Pontzer. Each phantom share is economically equivalent to one share of common stock, and the footnote states that these phantom shares become payable upon termination of service, aligning value with long-term company performance.

Does the CNB Financial (CCNE) Form 4 show any indirect ownership?

Yes. The Form 4 lists 5,100 common shares held indirectly, described as owned through the director’s spouse. This indirect position is in addition to 41,051.18 common shares held directly and reported phantom stock units tied economically to CNB Financial common stock.

What does the Form 4 say about dividend reinvestment for CCNE shares?

A footnote explains that some shares were accumulated through dividend reinvestment in Q1 2026. This indicates that at least part of the reported holdings increased automatically as cash dividends were reinvested into additional CNB Financial common stock rather than paid out in cash.