CNB Financial (CCNE) director Jeffrey Powell adds stock and reports phantom units

Rhea-AI Filing Summary

CNB Financial Corporation director Jeffrey S. Powell reported acquiring additional company stock. On 01/30/2026, he received 1,805 shares of common stock at $27.70 per share, bringing his directly held common stock to 139,058 shares.

He also reports indirect ownership of 4,000 common shares through JJ Powell and holds 41,806.2 phantom stock units. Each phantom stock unit is economically equivalent to one common share and becomes payable when his service with the company ends.

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
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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^*

POWELL JEFFREY S

(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	139,058	D
Common Stock								4,000	I	JJ Powell

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(1)	(2)							(2)	(2)	Common Stock	41,806.2		41,806.2	D

Explanation of Responses:

1. Each share of phantom stock is the economic equivalent of one share of common stock. The phantom shares become payable upon termination of service.

2. n/a

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 transaction did CNB Financial (CCNE) director Jeffrey Powell report?

Director Jeffrey S. Powell reported acquiring 1,805 shares of CNB Financial common stock on January 30, 2026, at $27.70 per share. This increased his directly held common stock position to 139,058 shares according to the Form 4 filing details.

How many CNB Financial (CCNE) shares does Jeffrey Powell own after this Form 4?

After the reported transaction, Jeffrey S. Powell directly owns 139,058 CNB Financial common shares. He also reports indirect ownership of 4,000 additional shares through JJ Powell, as well as 41,806.2 phantom stock units tied economically to common stock.

What price did Jeffrey Powell pay for CNB Financial (CCNE) shares on January 30, 2026?

Jeffrey S. Powell acquired 1,805 CNB Financial common shares at $27.70 per share on January 30, 2026. This transaction is classified as an acquisition in the Form 4 and reflects additional equity-based alignment with CNB Financial’s shareholders.

What is the phantom stock reported by CNB Financial (CCNE) director Jeffrey Powell?

Jeffrey S. Powell reports holding 41,806.2 phantom stock units, each economically equal to one CNB Financial common share. These phantom shares are payable when his service ends, functioning as deferred equity-based compensation rather than currently exercisable stock options.

What indirect ownership in CNB Financial (CCNE) does Jeffrey Powell disclose?

Jeffrey S. Powell discloses indirect ownership of 4,000 CNB Financial common shares held through JJ Powell. This is reported separately from his 139,058 directly held shares, clarifying both his direct and indirect equity interests in the company’s stock.

Does the CNB Financial (CCNE) Form 4 show any stock sales by Jeffrey Powell?

The Form 4 shows an acquisition of 1,805 CNB Financial common shares by Jeffrey S. Powell at $27.70 per share. It does not list any dispositions; reported positions include direct shares, indirect shares through JJ Powell, and phantom stock holdings.