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

Rhea-AI Filing Summary

Form 4 highlight: Director Joseph S. Durkin reported the disposition of ESSA Bancorp common stock on 07/23/2025 as a result of the company’s merger into CNB Financial Corporation.

• Transaction code D signifies a non-market disposition; no cash price was recorded (price 0).
• Merger terms (Agmt. dated 01/09/2025): each ESSA share converts into 0.8547 CNB Financial common shares; cash paid only for fractional shares.
• After the exchange, Durkin lists 10,305 shares under direct ownership, reflecting his post-conversion stake.

The filing confirms mechanical share conversion and indicates completion of the ESSA-CNB merger; no open-market buying or selling occurred.

Insights

M&A Specialist

TL;DR: Filing confirms ESSA–CNB merger closing; director’s shares automatically converted, signalling deal consummation.

The D-coded disposition is a merger driven share exchange, not a value-judgment trade. Ownership continuity (10,305 shares) shows Durkin rolls his equity into CNB, aligning insider interests with the new parent. The 0.8547 exchange ratio matches the merger agreement, underscoring that no terms changed at closing. Impact on ESSA investors is largely neutral—value now tracks CNB shares—but it removes ESSA’s standalone equity. For CNB shareholders, incremental float from converted ESSA shares is modest. Overall, the event is procedural and already priced in by the market.

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

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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^*

Durkin Joseph S

(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		10,305	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.
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FAQ

What transaction did ESSA Bancorp (ESSA) report on this Form 4?

Director Joseph S. Durkin disclosed a disposition of ESSA shares due to their conversion into CNB Financial stock at merger closing.

What is the ESSA to CNB Financial share conversion ratio?

Each ESSA share converts into 0.8547 CNB Financial Corporation shares; cash covers fractional shares.

How many shares does Director Durkin hold after the merger?

The filing shows 10,305 shares held directly following the exchange.

Was any cash price involved in the transaction?

No. The price is recorded as 0 because it was a share-for-share conversion under the merger agreement.

Does the filing indicate any open-market insider sales?

No. The disposition is a non-market event tied solely to the merger; no open-market trades were executed.