Form 4: ESSA Insider Share Conversion Linked to CNB Merger

Rhea-AI Filing Summary

Director Tina Q. Richardson has filed a Form 4 for ESSA Bancorp (ESSA) covering a 07/23/2025 disposition of common stock. The filing states that, pursuant to the Agreement and Plan of Merger dated 01/09/2025 between ESSA and CNB Financial Corporation, each ESSA share was converted into 0.8547 CNB Financial common shares (cash will be paid for fractional shares). Because the event is a share-for-share exchange, no transaction price or cash proceeds are reported. After the conversion, Richardson lists 5,585 shares held directly. The change is administrative in nature, reflecting the merger mechanics rather than an open-market trade, and Richardson remains a director.

Positive

• Conversion ratio confirmed: each ESSA share becomes 0.8547 CNB Financial shares, consistent with prior merger terms.

Negative

• None.

Insights

Securities Analyst

TL;DR: Routine Form 4: director’s ESSA shares converted to CNB stock via merger; no cash involved, neutral impact.

The disposition code “D” signals a non-volitional conversion tied to the ESSA-CNB merger. Richardson’s post-conversion holding of 5,585 shares indicates continuity of ownership, just under a different ticker. No price, premium, or additional consideration is disclosed, so investors learn nothing new about valuation beyond the already announced 0.8547 exchange ratio. As such, the filing neither alters insider sentiment nor provides fresh financial data. I view the market impact as 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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Richardson Tina Q

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
07/23/2025

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	07/23/2025		D		5,585	D	(1)	0	D

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, 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).

	/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).
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 activity was reported for ESSA (ESSA)?

Director Tina Q. Richardson filed a Form 4 showing a disposition of ESSA common stock on 07/23/2025 due to share conversion under the merger.

What is the ESSA to CNB Financial conversion ratio?

Each ESSA share is converted into 0.8547 shares of CNB Financial Corporation, with cash paid for any fractional shares.

Was the transaction an open-market sale?

No. The Form 4 indicates a merger-related share conversion (code "D"), not a sale or purchase on the open market.

How many shares does the director report owning after the conversion?

Richardson reports 5,585 shares held directly following the transaction.

Does this Form 4 signal any change in ESSA’s management roles?

No. The filing only addresses share ownership; Richardson remains listed as a director of ESSA.