CNB Financial (CCNE) EVP gets performance stock, surrenders shares for taxes

Rhea-AI Filing Summary

CNB Financial Corporation executive Robin Mink reported a mix of equity award and tax-related share disposition. Mink received a grant of 445 shares of common stock at $27.70 per share under the 2019 Stock Incentive Plan, based on a three-year performance period. To cover tax withholding on this performance stock award, 144 shares were surrendered back to the company at $27.70 per share. After these transactions, Mink directly owned 6,737.18 common shares and indirectly held 3,039.297 shares through a 401(k) plan.

Insider Trade Summary

Net Seller: 144 shares ($3,989)

Net Sell 3 txns

Insider Mink Robin

Role EVP/Chief TM Officer

Sold 144 shs ($4K)

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	445	$27.70	$12K
Sale	Common Stock	144	$27.70	$4K
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 6,881.18 shares (Direct); Common Stock — 3,039.297 shares (Indirect, by 401k Plan)

Footnotes (1)

1. These securities were issued to the reporting person pursuant to the CNB Financial Corporation 2019 Stock Incentive Plan, which provided for the conversion of performance units into a number of shares of common stock based on the Issuer's performance over a three year designated performance period. Reflects shares of common stock surrendered to the Issuer to satisfy tax withholding obligations in connection with the Performance Stock Award.

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^*

Mink Robin

(Last) (First) (Middle)

6600 NORTH HIGH STREET

(Street)

WORTHINGTON OH 43085

(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 TM Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/23/2026

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	02/23/2026		A	V	445(1)	A	$27.7	6,881.18	D
Common Stock	02/23/2026		S	V	144(2)	D	$27.7	6,737.18	D
Common Stock								3,039.297	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. These securities were issued to the reporting person pursuant to the CNB Financial Corporation 2019 Stock Incentive Plan, which provided for the conversion of performance units into a number of shares of common stock based on the Issuer's performance over a three year designated performance period.

2. Reflects shares of common stock surrendered to the Issuer to satisfy tax withholding obligations in connection with the Performance Stock Award.

Remarks:

	/s/ Jessica A. Zupich, Attorney-in-Fact	02/23/2026
	** 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 transactions did CCNE executive Robin Mink report on this Form 4?

Robin Mink reported receiving a grant of 445 CNB Financial common shares and surrendering 144 shares back to the company for tax withholding, all at $27.70 per share, resulting in updated direct and indirect ownership balances.

How many CNB Financial (CCNE) shares did Robin Mink acquire in the latest filing?

Robin Mink acquired 445 shares of CNB Financial common stock through a performance-based grant at $27.70 per share, issued under the 2019 Stock Incentive Plan following a three-year designated performance period set by the company.

Why did Robin Mink surrender CNB Financial (CCNE) shares in this Form 4?

Robin Mink surrendered 144 CNB Financial common shares back to the company to satisfy tax withholding obligations arising from the performance stock award, according to the filing’s footnote, rather than executing a typical open-market sale transaction.

What is Robin Mink’s CNB Financial (CCNE) share ownership after these transactions?

Following the reported transactions, Robin Mink directly owned 6,737.18 shares of CNB Financial common stock and indirectly held 3,039.297 shares through a 401(k) plan, reflecting updated positions after the grant and tax-related share surrender.

Under which plan were Robin Mink’s new CNB Financial (CCNE) shares granted?

The 445 CNB Financial shares were issued under the CNB Financial Corporation 2019 Stock Incentive Plan, which converts performance units into common stock based on the company’s performance over a designated three-year performance period, as described in the filing’s footnote.