CNB Financial director acquires 1,805 common shares

CNB Financial Corporation director Richard B. Seager reported acquiring additional common shares of the company.

Accepted by SEC EDGAR 02/03/2026 - 11:08 AM EST Learn about SEC filing dates

Rhea-AI Filing Summary

CNB Financial Corporation director Richard B. Seager reported acquiring additional common shares of the company. On 01/30/2026, he received 1,805 shares of CNB Financial common stock at $27.70 per share, bringing his directly held common stock to 23,416 shares.

He also directly holds 3,000 depositary shares, with each depositary share representing a 1/40th interest in CNB Financial’s 7.125% Series A fixed-rate non-cumulative perpetual preferred stock. The depositary shares were purchased in an underwritten public offering.

Insider Trade Summary

Grant/Award: 1,805 shares

Grant/Award 1 txn

Insider Seager Richard B.

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	1,805	$27.70	$50K
Holding	Depositary Shares	--	--	--

Holdings After Transaction: Common Stock — 23,416 shares (Direct); Depositary Shares — 3,000 shares (Direct)

Footnotes (1)

1. F1. 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.

FAQ

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What insider transaction did CCNE director Richard B. Seager report?

Richard B. Seager reported acquiring 1,805 shares of CNB Financial (CCNE) common stock. The transaction occurred on January 30, 2026 at a price of $27.70 per share, increasing his directly held common stock position to 23,416 shares after the reported acquisition.

At what price did the CCNE director acquire the new common shares?

The director acquired 1,805 CNB Financial (CCNE) common shares at $27.70 per share. This price applies to the reported acquisition dated January 30, 2026 and reflects the per-share value used to calculate the total value of the granted or acquired common stock.

How many CNB Financial (CCNE) common shares does the director now own?

Following the reported transaction, Richard B. Seager directly owns 23,416 shares of CNB Financial common stock. This total reflects his holdings after acquiring 1,805 additional common shares on January 30, 2026, as disclosed in the insider ownership table.

What depositary shares related to CCNE’s preferred stock does the director hold?

The director directly holds 3,000 CNB Financial depositary shares. Each depositary share represents a 1/40th interest in a share of the company’s 7.125% Series A fixed-rate non-cumulative perpetual preferred stock, providing fractional exposure to that preferred equity class.

How were the CNB Financial (CCNE) depositary shares acquired?

The 3,000 CNB Financial depositary shares were purchased in an underwritten public offering. Each depositary share corresponds to a 1/40th interest in one share of the company’s 7.125% Series A fixed-rate non-cumulative perpetual preferred stock, according to the filing’s footnote.

Is the CCNE director’s ownership reported as direct or indirect?

Both the 23,416 CNB Financial common shares and 3,000 depositary shares are reported as directly owned. The form classifies the holdings as direct (D) ownership, without indicating any intermediary entities or indirect beneficial ownership structures in the provided disclosure.

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Form 4 Insider Transactions: What Each Field Means →

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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^*

Seager Richard B.

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

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	1,805	A	$27.7	23,416	D
Depositary Shares(1)								3,000(1)	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. 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	02/03/2026
	** 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.