CNB FINANCIAL CORP/PA — Director's Dealing 2024

Feb 26, 2024

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CNB FINANCIAL CORP/PA (CCNE)
CIK: 0000736772
Period of Report: 2024-02-26

Reporting Person: Greslick Richard Lee Jr. (Director, Secretary, Senior EVP)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2024-02-26	Common Stock	A	2749	$21.35	Acquired	33317.782	Direct
2024-02-26	Common Stock	F	876	$21.35	Disposed	32441.782	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Depositary Shares	2000	Direct
Common Stock	10238.28	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock	$		Common Stock (6130.726)	6130.726	Direct

Footnotes

F1: These securities were issued to the reporting person pursuant to the CNB Financial Corporation 2019 Stock Incentive Plan, which provided for the conversion of performance units into a number of shares of common stock based on the Issuer's performance over a three year designated performance period.

F2: Reflects shares of common stock surrendered to the Issuer to satisfy tax withholding obligations in connection with the Performance Award.

F3: Each Depositary Share represents a 1/40th interest in a share of the Issuer's 7.125% Series A Fixed-Rate Non-Cumulative Perpetual Preferred Stock, no par value per share. Depositary Shares were purchased in an underwritten public offering.

F4: Each share of phantom stock is the economic equivalent of one share of common stock. The phantom shares become payable upon termination of service.

F5: n/a

F6: Each share of phantom stock is the economic equivalent of one share of common stock. The phantom shares become payable upon termination of service.