CNB Financial Corp. (CCNE) EVP adds 1,895 shares via dividend plan

Rhea-AI Filing Summary

CNB Financial Corp. executive Noah Michael, EVP and Chief Operating Officer, reported acquiring additional common stock through a dividend reinvestment in 2025. On 01/30/2026, 1,895 shares of common stock were credited at a price of $27.70 per share, bringing his directly held common shares to 9,002.21.

He also reports holding 4,000 depositary shares, each representing a 1/40th interest in CNB Financial’s 7.125% Series A preferred stock, and 4,135.052 shares of common stock held indirectly through a 401(k) plan, adjusted to the latest plan statement.

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

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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^*

Noah Michael J

(Last) (First) (Middle)

535 WASHINGTON STREET

SUITE 707

(Street)

BUFFALO NY 14203

(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)
	EVP/Chief Operating 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	1,895	A	$27.7	9,002.21(1)	D
Depositary Shares								4,000(2)	D
Common Stock								4,135.052(3)	I	by 401k Plan

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

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 CNB Financial (CCNE) report for Noah Michael?

CNB Financial reported that EVP and Chief Operating Officer Noah Michael acquired 1,895 shares of common stock on January 30, 2026 at $27.70 per share. These shares were accumulated through the company’s dividend reinvestment plan for 2025, increasing his directly held common stock position.

How many CNB Financial (CCNE) shares does Noah Michael own after this transaction?

After the reported transaction, Noah Michael beneficially owns 9,002.21 shares of CNB Financial common stock directly. In addition, he has 4,135.052 common shares held indirectly via a 401(k) plan, according to the latest plan statement, plus 4,000 depositary shares tied to preferred stock.

What are the CNB Financial (CCNE) depositary shares held by Noah Michael?

Noah Michael holds 4,000 depositary shares of CNB Financial. 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, purchased in an underwritten public offering, providing an additional preferred-equity exposure.

How were the 1,895 CNB Financial (CCNE) shares acquired by Noah Michael?

The 1,895 common shares were accumulated through CNB Financial’s Dividend Reinvestment Plan during 2025 and reported with a transaction date of January 30, 2026. The filing lists the transaction code as an acquisition at a price of $27.70 per share, increasing his direct ownership stake.

What indirect CNB Financial (CCNE) holdings does Noah Michael report?

Beyond directly held common shares, Noah Michael reports 4,135.052 common shares held indirectly through a 401(k) plan. The filing notes that this amount has been adjusted to reflect the most recent 401(k) plan statement, ensuring his indirect beneficial ownership figure is current and accurate.