Griffith Martin T. 4

What Happened

• Martin T. Griffith, Senior Executive Vice President & Chief Revenue Officer of CNB Financial Corp. (CCNE), had a performance-based award convert into 1,485 shares on 2026-02-23 (acquired at $27.70 each, total value $41,135). On the same date he disposed of 535 shares at $27.70 each (total $14,820) to satisfy tax withholding. The acquisition is an award under the company's stock incentive plan rather than an open-market purchase.

Key Details

• Transaction date: 2026-02-23. Price per share: $27.70.
• Award (A): 1,485 shares acquired — $41,135 total value.
• Sale/Disposition (S): 535 shares disposed — $14,820 total value; footnote indicates these shares were surrendered to the issuer to satisfy tax withholding (F2).
• Shares owned after transaction: not specified in the Form 4 filing.
• Relevant footnotes: F1 — award arose from conversion of performance units under the 2019 Stock Incentive Plan (based on a three-year performance period); F2 — shares surrendered for tax withholding; F3 relates to depositary preferred shares purchased in a separate offering and is not directly related to these transactions.
• Filing timeliness: Transactions and Form 4 are reported with the same date (2026-02-23); no late filing indicated.

Context

• The acquisition reflects an earned performance award converting into common shares (performance units to shares), not an independent cash purchase — often routine compensation.
• The disposed shares were used to cover tax obligations (a common, non-bull/bear signal).
• For retail investors: awards increase an insider's stake through compensation, while surrendering shares for taxes is standard and typically not an indicator of a view on the company's near-term stock performance.