[Form 4] ESSA Bancorp, Inc. Insider Trading Activity

Rhea-AI Filing Summary

ESSA Bancorp (ESSA) – Form 4 insider filing. EVP & CFO Allan A. Muto reported share movements driven by the pending merger with CNB Financial Corp.

• 15 Jul 2025: 2,061 common shares withheld (Code F) at $20.32 to satisfy tax obligations upon full vesting of restricted-stock awards triggered by the merger.
• 23 Jul 2025: Automatic disposition (Code D) of 101,764 directly held shares and 31,361 indirectly held shares (12,690 via 401(k); 18,671 via ESOP). All ESSA shares convert into the right to receive 0.8547 CNB shares; price recorded as $0 because consideration is stock, not cash.

Muto now reports 0 ESSA shares, having exchanged his entire 133,125-share stake for CNB equity. The transactions are mechanical results of the 9 Jan 2025 merger agreement, not discretionary selling, and thus primarily confirm the deal’s continuing progress.

Positive

• Merger progress confirmed: insider share conversion indicates the ESSA–CNB transaction is moving toward completion.

Negative

• Loss of legacy insider alignment: CFO now holds no ESSA shares, removing direct ownership ties to the pre-merger entity.

Insights

Financial Analyst

TL;DR: Routine merger-driven share conversion; neutral insider signal.

The Form 4 shows CFO Muto’s complete 133,125-share position automatically exchanged for CNB stock, plus 2,061 shares withheld for taxes on accelerated RSUs. Code D disposals at $0 indicate cancellation, not market sales, so they offer little insight into management’s valuation view. The filing mainly confirms that closing conditions under the ESSA–CNB merger agreement are being executed on schedule. With legacy ESSA shares extinguished, investors should now focus on CNB integration and the 0.8547 exchange ratio value. Overall impact is neutral.

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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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^*

Muto Allan A

(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)
	EVP and CFO

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		2,061	D	$20.32	101,764(1)	D
Common Stock	07/23/2025		D		101,764	D	(2)	0	D
Common Stock	07/23/2025		D		12,690(3)	D	(2)	0	I	By 401(k)
Common Stock	07/23/2025		D		18,671	D	(2)	0	I	By ESOP

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

Why did ESSA Bancorp's CFO dispose of over 133,000 shares?

The shares were automatically converted into 0.8547 CNB Financial shares per the 9 Jan 2025 merger agreement, not sold on the market.

What was the price recorded for the ESSA share disposition on 23 Jul 2025?

Price is listed as $0 because consideration is CNB Financial stock, not cash.

How many ESSA shares did Allan Muto own after the reported transactions?

He reports 0 ESSA shares following the merger-related conversion.

What does transaction code "F" on 15 Jul 2025 signify?

Code F indicates shares withheld (2,061) to pay taxes on vested equity awards.

What is the exchange ratio for ESSA to CNB Financial stock under the merger?

Each ESSA share converts into 0.8547 shares of CNB Financial Corp.