ESSA Insider Share Conversion Signals CNB Financial Merger Progress

Rhea-AI Filing Summary

Form 4 highlights: Senior Vice President Robert L. Selitto reported two sets of Section 16 transactions in ESSA Bancorp (ESSA) common stock.

• 15 Jul 2025 – Code F: 884 shares were surrendered at $20.32 per share to cover withholding taxes on fully-vested restricted stock triggered by the pending merger with CNB Financial.
• 23 Jul 2025 – Code D: A total of 27,170 shares (5,579 direct; 100 held for a child; 9,691 via ESOP; 11,800 via 401(k)) were disposed at a reported price of $0 because each ESSA share was automatically converted into 0.8547 CNB Financial shares at the merger’s effective time.

Following these transactions, Selitto reports 0 remaining ESSA shares, indicating the conversion of all holdings into CNB stock. No derivative securities were involved.

The filing is largely procedural, confirming that the ESSA-CNB merger (announced 9 Jan 2025) is moving toward completion and that insider equity has transitioned to the acquirer’s shares.

Positive

• Procedural confirmation that the ESSA–CNB merger is advancing, with insider equity successfully converted into acquirer shares.

Negative

• Complete disposal of ESSA shares by a senior officer may be misread as bearish by uninformed investors, despite being merger-driven.

Insights

Financial Analyst

TL;DR: Insider disposes 27k ESSA shares; mechanical conversion to CNB shares confirms merger progress, no directional signal on fundamentals.

The Form 4 shows Selitto first settling tax withholdings (Code F) and then disposing of all remaining ESSA shares (Code D) as required by the merger agreement. Because the consideration is CNB stock, the zero-dollar line items do not indicate a fire-sale but an automatic share swap. Investors should view the event as neutral; it neither adds new valuation data nor changes the merger terms already priced in. The clean exit of insider holdings simply validates the expected closing mechanics.

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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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Selitto Robert L

(Last) (First) (Middle)

200 PALMER STREET

(Street)

STROUDSBURG PA 18360

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ESSA Bancorp, Inc. [ ESSA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

3. Date of Earliest Transaction (Month/Day/Year)
07/15/2025

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	07/15/2025		F		884	D	$20.32	5,579(1)	D
Common Stock	07/23/2025		D		5,579	D	(2)	0	D
Common Stock	07/23/2025		D		100	D	(2)	0	I	As custodian for child
Common Stock	07/23/2025		D		9,691	D	(2)	0	I	By ESOP
Common Stock	07/23/2025		D		11,800(3)	D	(2)	0	I	By 401(k)

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. Pursuant to the Agreement and Plan of Merger, dated as of January 9, 2025 (the "Merger Agreement"), between the Issuer and CNB Financial Corporation, each restricted stock award outstanding immediately prior to the effective time of the merger fully vested, and such awards will be exchanged for the merger consideration at the effective time of the merger (as defined in the Merger Agreement).

2. Pursuant to the Agreement and Plan of Merger, dated as of January 9, 2025, between the Issuer and CNB Financial Corporation, each issued and outstanding share of Issuer common stock was converted into the right to receive 0.8547 shares of CNB Financial Corporation common stock (subject to the payment of cash in lieu of fractional shares).

3. Reflects transactions not required to be reported pursuant to Section 16 of the Securities Exchange Act of 1934, as amended.

	/s/ Marc Levy, pursuant to power of attorney	07/24/2025
	** 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).
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FAQ

How many ESSA shares did SVP Robert Selitto dispose of?

A total of 27,170 shares were disposed of on 23 Jul 2025.

What price was recorded for the 27,170-share disposal?

Form 4 lists a $0 price because the shares were converted into CNB Financial stock per the merger terms.

What is the Code F transaction dated 15 Jul 2025?

Code F represents 884 shares withheld at $20.32 to pay taxes on vested restricted stock.

Does Selitto now hold any ESSA Bancorp shares?

No. After the merger-related conversion, his ESSA share balance is 0.

What is the merger exchange ratio for ESSA shareholders?

Each ESSA share converts into 0.8547 shares of CNB Financial Corporation, with cash for fractional shares.