SEC FORM 5

SEC FORM 5 SEC Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Peterson Joel E.

(Last)

(First)

(Middle)

31 S 2ND STREET

(Street)

CLEARFIELD

16830

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CNB FINANCIAL CORP/PA [ CCNE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2024

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 at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock							24,935⁽¹⁾	D
Depositary Shares⁽²⁾							1,000	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)
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)	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Phantom Stock⁽³⁾	⁽⁴⁾	01/26/2024		4A	25.004		⁽⁴⁾	⁽⁴⁾	Common Stock	25.004	$22.58	25.004	D
Phantom Stock⁽³⁾	⁽⁴⁾	02/23/2024		4A	25.563		⁽⁴⁾	⁽⁴⁾	Common Stock	25.563	$20.13	50.567	D
Phantom Stock⁽³⁾	⁽⁴⁾	03/29/2024		4A	52.211		⁽⁴⁾	⁽⁴⁾	Common Stock	52.211	$20.39	103.22⁽⁵⁾	D
Phantom Stock⁽³⁾	⁽⁴⁾	04/26/2024		4A	42.06		⁽⁴⁾	⁽⁴⁾	Common Stock	42.06	$19.07	145.28	D
Phantom Stock⁽³⁾	⁽⁴⁾	05/31/2024		4A	29.747		⁽⁴⁾	⁽⁴⁾	Common Stock	29.747	$19.4	175.027	D
Phantom Stock⁽³⁾	⁽⁴⁾	06/28/2024		4A	27.662		⁽⁴⁾	⁽⁴⁾	Common Stock	27.662	$20.41	204.033⁽⁶⁾	D
Phantom Stock⁽³⁾	⁽⁴⁾	07/26/2024		4A	21.607		⁽⁴⁾	⁽⁴⁾	Common Stock	21.607	$26.13	225.64	D
Phantom Stock⁽³⁾	⁽⁴⁾	08/30/2024		4A	17.568		⁽⁴⁾	⁽⁴⁾	Common Stock	17.568	$24.31	243.208	D
Phantom Stock⁽³⁾	⁽⁴⁾	09/27/2024		4A	21.934		⁽⁴⁾	⁽⁴⁾	Common Stock	21.934	$23.46	266.843⁽⁷⁾	D
Phantom Stock⁽³⁾	⁽⁴⁾	10/25/2024		4A	19.924		⁽⁴⁾	⁽⁴⁾	Common Stock	19.924	$25.2	288.661⁽⁸⁾	D

Explanation of Responses:

1. Includes shares acquired through the CNB Financial Corporation Dividend Reinvestment Plan from January 1, 2024 to December 31, 2024.

2. 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.

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

4. n/a

5. This total includes 0.442 additional shares acquired between January 1, 2024 and March 31, 2024 pursuant to dividend reinvestment

6. This total includes 1.344 additional shares acquired between April 1, 2024 and June 30, 2024 pursuant to dividend reinvestment

7. This total includes 1.701 additional shares acquired between July 1, 2024 and September 30, 2024 pursuant to dividend reinvestment

8. This total includes 1.894 additional shares acquired between October 1, 2024 and December 31, 2024 pursuant to dividend reinvestment

Remarks:

	/s/ Jessica A. Zupich, Attorney-in-Fact	01/31/2025
	** 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.

SEC Form 5 filed by Peterson Joel E.