CB Financial declares $0.28 dividend, names new CFO

CB Financial Services, Inc. reported several updates.

Rhea-AI Filing Summary

CB Financial Services, Inc. reported several updates. The company issued a press release with its financial results for the year ended December 31, 2025, which is provided as an exhibit to this report. The specific results are not detailed here but are available in the referenced earnings release.

The board promoted Amanda L. Engles to Chief Financial Officer effective January 21, 2026, after she had served as Interim CFO since February 2025. In connection with her promotion, she entered into a Change in Control Agreement that provides a lump-sum severance of two times her highest base salary plus an average of recent cash bonuses, as well as up to two years of continued life, medical, and dental insurance if she is terminated under specified conditions following a change in control.

The company also announced a cash dividend of $0.28 per share on its common stock, payable on or about February 27, 2026 to stockholders of record as of February 13, 2026. In addition, President and CEO John H. Montgomery will meet investors at the 2026 Janney CEO Forum Conference, supported by an investor presentation filed with this report.

Insights

Banking equity analyst

Filing combines routine earnings, CFO formalization, and a steady dividend.

CB Financial Services, Inc. furnished its full-year 2025 financial results and an investor presentation, which are standard disclosure steps rather than major strategic shifts. Without the detailed numbers here, the emphasis is on communication with the market via the Janney CEO Forum and the supporting materials.

The promotion of Amanda L. Engles from Interim to permanent CFO, with a formal Change in Control Agreement, signals continuity in the finance function and aligns her incentives with successful completion of any future change in control. The agreement’s severance formula based on salary and bonus, plus up to two years of benefits, is typical for regional banks.

The $0.28 per-share cash dividend, payable to holders of record on February 13, 2026, underscores an ongoing capital return policy rather than a new initiative. Taken together, these items appear incremental and administrative, with no clear indication of a thesis-changing positive or negative development in this excerpt.

8-K Event Classification

5 items: 2.02, 5.02, 7.01, 8.01, 9.01

5 items

Item 2.02 Results of Operations and Financial Condition Financial

Disclosure of earnings results, typically an earnings press release or preliminary financials.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did CB Financial Services, Inc. (CBFV) disclose about its 2025 financial results?

The company stated that it issued a press release announcing its financial results for the year ended December 31, 2025, which is furnished as Exhibit 99.1 and incorporated by reference.

Who is the new CFO of CB Financial Services, Inc. (CBFV)?

Amanda L. Engles was promoted to Chief Financial Officer effective January 21, 2026. She had been serving as Interim CFO since February 2025.

What are the key terms of Amanda L. Engles’ Change in Control Agreement at CBFV?

The Change in Control Agreement has an initial 2-year term with annual renewals, and upon a qualifying termination after a change in control, Ms. Engles would receive a lump sum of two times her highest base salary plus the average of her last three years’ cash bonuses, plus up to two years of continued life, medical, and dental insurance coverage.

What dividend did CB Financial Services, Inc. (CBFV) declare and when will it be paid?

The board declared a cash dividend of $0.28 per share on common stock, payable on or about February 27, 2026 to stockholders of record as of the close of business on February 13, 2026.

Is CB Financial Services, Inc. (CBFV) engaging with investors following this 8-K?

Yes. President and CEO John H. Montgomery will meet with investors at the 2026 Janney CEO Forum Conference in Scottsdale, Arizona on February 4–5, 2026, using an investor presentation furnished as Exhibit 99.2.

What exhibits accompany this CB Financial Services, Inc. (CBFV) 8-K filing?

Exhibits include the Change in Control Agreement with Amanda L. Engles (10.1), the earnings press release dated January 27, 2026 (99.1), the January 2026 investor presentation (99.2), and the CFO appointment press release dated January 27, 2026 (99.3).

AI-generated analysis. How Rhea-AI works. Not financial advice.

Understanding 8-K Material Events →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Accepted by SEC EDGAR 01/27/2026 - 04:05 PM Learn about SEC filing dates

0001605301FALSE00016053012026-01-272026-01-27

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 27, 2026

CB FINANCIAL SERVICES, INC.

(Exact name of registrant as specified in its charter)

Commission file number: 001-36706

Pennsylvania						51-0534721
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

100 N. Market Street, Carmichaels, PA						15320
(Address of principal executive offices)						(Zip Code)

(724) 966-5041

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Common stock, par value $0.4167 per share

CBFV

The Nasdaq Stock Market, LLC

(Title of each class)

(Trading symbol)

(Name of each exchange on which registered)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).   ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition

period for complying with any new or revised financial accounting standard provided pursuant to Section 13(a) of the

Exchange Act.  ☐

Item 2.02. Results of Operations and Financial Condition.

On January 27, 2026, CB Financial Services, Inc. ("the Company") issued a press release announcing its financial results for the year ended December 31, 2025, a copy of which is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

Item 5.02.    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective January 21, 2026, Amanda L. Engles was promoted to Chief Financial Officer of CB Financial Services, Inc. (the “Company”). She had been serving as the Company’s Interim Chief Financial Officer since February 2025. For further information, refer to the press release dated January 27, 2026, which is filed as Exhibit 99.3 hereto and incorporated herein by reference.

In connection with the promotion, the Bank and Amanda L. Engles entered into a Change in Control Agreement dated as of January 21, 2026. The Change in Control Agreement provides for an initial 2-year term and renews annually, subject to board approval. If a qualifying termination event occurs on or after a change in control of the Company or Community Bank, Ms. Engles would receive: (1) severance equal to a cash lump sum payment equal to two (2) times the sum of (i) her highest annual rate of base salary paid during the calendar year of, or two calendar years preceding her date of termination, and (ii) the average of the annual cash bonus earned by Executive for the three years preceding the year in which the Change in Control occurs; and (2) continued life insurance and non-taxable medical and dental insurance coverage for two years or until she receives substantially similar benefits from another employer whichever occurs earlier.

The foregoing summary of the Change in Control Agreement is not complete and is qualified in its entirety by reference to the full text of the Change in Control Agreement, which is attached as Exhibit 10.1 hereto and incorporated herein by reference.

Item 7.01. Regulation FD Disclosure.

John H. Montgomery, President and Chief Executive Officer of the Company and Community Bank (the “Bank”) will meet with investors at the 2026 Janney CEO Forum Conference being held in Scottsdale, Arizona on February 4-5, 2026. A copy of the investor presentation to be used at the meeting is furnished herewith as Exhibit 99.2 and is incorporated herein by reference.

Item 8.01. Other Events.

On January 27, 2026, the Company announced that its Board of Directors declared a cash dividend on the Company's outstanding shares of common stock. The dividend of $0.28 per share will be paid on or about February 27, 2026 to stockholders of record as of the close of business on February 13, 2026.

Item 9.01. Financial Statements and Exhibits.

(d)Exhibits

10.1.    Change in Control Agreement - Engles (2026)

99.1.    Earnings Press Release Dated January 27, 2026

99.2.    Investor Presentation - January 2026

99.3.    Appointment of CFO Press Release Dated January 27, 2026

104. Cover Page Interactive Data File (embedded in Inline XBRL)

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			CB FINANCIAL SERVICES, INC.
Date: January 27, 2026			By:			/s/ John H. Montgomery
						John H. Montgomery
						President and Chief Executive Officer

3