CNB Financial (CCNE) director adds 1,805 common shares through DRIP

Rhea-AI Filing Summary

CNB Financial Corporation director Joel E. Peterson increased his stake in the company’s common stock. On 01/30/2026, he acquired 1,805 shares of common stock at $27.70 per share, accumulated through the Dividend Reinvestment Plan in 2025, bringing his direct common share holdings to 28,266.

He also directly holds 293.88 shares of phantom stock, each economically equivalent to one common share and payable upon termination of service, and 1,000 depositary shares, each representing a 1/40th interest in the company’s 7.125% 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

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^*

Peterson Joel E.

(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	28,266(1)	D
Depositary Shares(2)								1,000	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
Phantom Stock(3)	(4)							(4)	(4)	Common Stock(4)	293.88		293.88	D

Explanation of Responses:

1. Accumulated shares through the Dividend Reinvestment Plan in 2025

2. 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.

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

4. n/a

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 transaction did CCNE director Joel E. Peterson report?

Joel E. Peterson reported acquiring 1,805 shares of CNB Financial (CCNE) common stock. The shares were accumulated through the company’s Dividend Reinvestment Plan in 2025 at a reported price of $27.70 per share, increasing his directly held common stock position.

How many CNB Financial (CCNE) common shares does Joel E. Peterson now hold?

After the reported transaction, Joel E. Peterson beneficially owns 28,266 shares of CNB Financial common stock directly. This total reflects the additional 1,805 shares accumulated through the Dividend Reinvestment Plan in 2025, as disclosed in the insider trading report.

What is the nature of the phantom stock held by CCNE director Joel E. Peterson?

Joel E. Peterson holds 293.88 shares of phantom stock tied to CNB Financial common stock. Each phantom share is economically equivalent to one common share, and the phantom stock becomes payable when his service with the company terminates, aligning incentives with shareholders.

What do Peterson’s CNB Financial depositary shares represent?

Joel E. Peterson holds 1,000 CNB Financial depositary shares directly. 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, originally purchased in an underwritten public offering.

Was the CCNE director’s share acquisition through open-market purchases?

The disclosed acquisition of 1,805 CNB Financial common shares by director Joel E. Peterson was through the company’s Dividend Reinvestment Plan in 2025, not labeled as an open-market purchase. Dividend reinvestment plans automatically reinvest cash dividends into additional shares.

Does Joel E. Peterson hold his CNB Financial securities directly or indirectly?

All reported CNB Financial positions for Joel E. Peterson are listed as directly owned. This includes 28,266 common shares, 293.88 phantom stock units, and 1,000 depositary shares, with no indication in the disclosure of indirect ownership through separate entities or accounts.