Form 4: ESSA Insider Exits Stake via CNB Financial Stock Swap

Rhea-AI Filing Summary

ESSA Bancorp, Inc. (ESSA) – Form 4

Senior Vice President Thomas J. Grayuski disclosed transactions tied to the pending merger with CNB Financial Corporation. On 07/15/2025 he executed a Code F transaction, surrendering 1,030 ESSA shares at $20.32 to cover taxes triggered by accelerated vesting of restricted-stock awards under the Merger Agreement. His direct holdings then stood at 57,975 shares.

On 07/23/2025 all remaining ESSA shares were disposed of under Code D as part of the share-for-share merger conversion: 57,975 direct shares, 16,024 ESOP shares and 66,885 401(k) shares. Each ESSA share converts to 0.8547 CNB Financial shares, with cash paid for fractional shares. Grayuski now reports zero ESSA ownership, reflecting completion of the stock-swap mechanics.

The filing signals administrative progress toward closing the ESSA-CNB merger; no open-market buying or selling occurred.

Positive

• Merger progress confirmed: all insider shares converted at the agreed 0.8547 CNB/ESSA ratio.

Negative

• Zero remaining ESSA insider ownership: the officer no longer holds ESSA shares post-conversion, though this is expected given the merger.

Insights

Financial Analyst

TL;DR: Insider share swap confirms merger mechanics; neutral for ESSA valuation.

The Code F withholding is a standard tax event and the Code D dispositions are mandatory conversions, not discretionary sales. Therefore, the filing neither indicates insider sentiment nor alters ESSA’s standalone outlook. It simply evidences that 140k+ shares have been exchanged for CNB stock at the agreed 0.8547 ratio, implying the merger is procedurally on track. Impact on ESSA shareholders is already priced into the deal terms.

Corporate Governance Specialist

TL;DR: Officer’s ESSA stake reduced to zero via merger; governance risk unchanged.

Grayuski’s exit from ESSA equity is an automatic consequence of the merger agreement, not an elective divestiture, so no red flags arise regarding insider confidence. The prompt Form 4 filing demonstrates Section 16 compliance, and footnotes clearly outline conversion mechanics, supporting disclosure quality.

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^*

Grayuski Thomas J

(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		1,030	D	$20.32	57,975(1)	D
Common Stock	07/23/2025		D		57,975	D	(2)	0	D
Common Stock	07/23/2025		D		16,024	D	(2)	0	I	By ESOP
Common Stock	07/23/2025		D		66,885(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

What did ESSA's SVP report in the latest Form 4?

Disposition of all ESSA shares via tax withholding and mandatory conversion into CNB Financial shares.

How many ESSA shares were converted on 07/23/2025?

A total of 140,884 shares (57,975 direct, 16,024 ESOP, 66,885 401(k)) were converted.

What is the ESSA-to-CNB conversion ratio?

Each ESSA share converts into 0.8547 CNB Financial Corporation shares.

Does Thomas J. Grayuski still own ESSA stock?

No. After the reported transactions he holds zero ESSA shares.

At what price were the tax-withholding shares settled?

The 1,030 shares withheld on 07/15/2025 were valued at $20.32 per share.