CNB FINANCIAL CORP/PA

The following table presents, for the three years ended December 31, 2025, 2024, and 2023, the cash compensation paid by CNB and its subsidiaries, as well as certain other compensation paid or accrued for those years, to each of the NEOs.

(1) The 2025 amount reflects the bonus amount awarded to each NEO for their respective efforts related to the ESSA merger transaction completed in 2025. The 2024 amount reflects the discretionary adjustment approved by the Board with respect to each NEO’s short term award (other than that of the CEO).

(2) This column reflects shares of restricted stock awarded under the CNB Financial Corporation 2025 Omnibus Incentive Plan (the “2025 Plan”) valued at the dollar amount recognized for financial reporting purposes in accordance with ASC Topic 718. The shares of restricted stock that remain subject to forfeiture entitle the NEO to all of the rights of a shareholder generally, including the right to vote the shares and receive any dividends that may be paid thereon. The shares of time based restricted stock awards vest in equal annual installments over a three-year period. The shares of performance-based restricted stock performance awards cliff vest at the end of a three-year performance period. The shares continue to be subject to risk of forfeiture, which will lapse upon vesting.

(3) Amount represents annual cash incentive payments earned under CNB’s Incentive Plan, prior to any discretionary adjustment by the Board.

(4) Amount reflects the change in value of the CNB’s non-qualified supplemental executive retirement plans with each of Messrs. Peduzzi, Lima, and Griffith, based on plans established or amended as reported in the Current Report on Form 8-K dated October 2, 2023. Additionally, for Mr. Lima the amount includes above-market interest or earnings credited on deferred compensation under CNB’s nonqualified deferred compensation plans, as calculated pursuant to Item 402(c)(2)(viii)(B) of SEC Regulation S-K, of $2,203. For this purpose, interest or earnings on deferred compensation is above-market if the rate of interest exceeds 120% of the applicable federal long-term rate, with compounding at a rate that corresponds most closely to the rate under the applicable plan at the time the interest rate or formula is set. A discussion of CNB's nonqualified deferred compensation plans is provided in the subsection of this document titled “Nonqualified Deferred Compensation Plan and Executive Defined Contribution Plan.”

(5) Amounts stated in the "All Other Compensation" column for 2025 include:

*NEOs are ineligible to receive profit-sharing contributions starting the first year following their achievement of NEO status. Thus, Mr. Noah will be ineligible for profit-sharing contributions for 2026.

**It is the policy of CNB to pay dues to certain service and social organizations for executive officers who choose to use such benefit.

(6) In 2025, all NEOs received performance-based restricted stock awards. The amount reported for the value of the awards is based on the aggregate compensation cost to be recognized over the three-year service period based on the most probable outcome, in accordance with ASC Topic 718. The amount reported above represents the value of the award at the grant date assuming that the target level of performance conditions would be achieved. Performance restricted stock awards granted in 2025 may pay out up to 150% of the target award, which would have amounted to the grant date fair values listed as the maximum total grant date fair value for each NEO as follows: Mr. Peduzzi, $338,341; Mr. Lima, $140,975; Mr. Griffith $140,975; Mr. Noah, $112,780 and Ms. Wilcoxson, $112,780. CNB includes the assumptions used in the calculation of these amounts in the footnotes to our audited financial statements included in our respective Annual Report on Form 10-K for the fiscal years ended December 31, 2025, 2024 and 2023.

(7) Mr. Noah became a NEO for the first time for the 2025 calendar year. Ms. Wilcoxson became a NEO for the first time for the 2024 calendar year.