[8-K] CB Financial Services, Inc. Reports Material Event

Rhea-AI Filing Summary

CB Financial Services, Inc. (CBFV) reported that its Board of Directors appointed Craig L. Kauffman as a director on November 20, 2025, with his term expiring in 2026. He was also appointed to the Board of Community Bank, the company’s bank subsidiary, and will serve on the parent company’s Audit and Compliance Committees.

The company stated that Mr. Kauffman’s appointment was not made under any arrangement or understanding with other persons, and that since the beginning of the last fiscal year there have been no transactions over $120,000 in which he had a direct or indirect material interest. In connection with his appointment, the company amended its Bylaws to update the director residency requirement so that each director must maintain a permanent or primary residence within a specified distance of a Community Bank office. The amended and restated Bylaws were filed as an exhibit, along with a press release announcing Mr. Kauffman’s addition to the Board.

0001605301FALSE12/3100016053012025-11-202025-11-20

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): November 20, 2025

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 or former address, 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 or Rule 12b-2 of the Securities Exchange Act of 1934.   ☐

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

On November 20, 2025, the Board of Directors of CB Financial Services, Inc. (the "Company") appointed Craig L. Kauffman to the Board of Directors, to serve in the class of Directors with terms expiring in 2026. The Board of Directors of Community Bank, the Company's bank subsidiary also appointed Mr. Kauffman to serve on its Board of Directors.

Mr. Kauffman's appointment to the Board of Directors was not pursuant to any arrangement or understanding between him and any other persons, pursuant to which he was selected as a Director.

Mr. Kauffman serves on the Audit and Compliance Committees of the Company's Board of Directors.

Since the beginning of the Company's last fiscal year on January 1, 2024, there are no transactions, or any currently proposed transactions, in which the Company was or is to be a participant and the amount involved exceeds $120,000, and in which Mr. Kauffman had or will have a direct or indirect material interest.

Item 5.03.    Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

In connection with Mr. Kauffman's appointment to the Company's Board of Directors, the Company amended Section 4.17 of its Bylaws to read in its entirety as follows (deleted language is stricken and amendatory language is italicized and bolded):

"4.17    Residency Requirement. Each director of the Company must maintain his or her permanent or primary residence within a lending territory delineated in the loan and credit policies 20 miles of an office (branch or loan production office) of Community Bank, the Company's bank subsidiary."

A copy of the Amended and Restated Bylaws is filed as an exhibit hereto and is incorporated in this Item 5.03 by reference.

Item 9.01. Financial Statements and Exhibits.

a.Not applicable.

b.Not applicable.

c.Not applicable.

d.Exhibits

3.1    Amended and Restated Bylaws

99.1    Craig L. Kauffman Joins Board of Directors of CB Financial Services, Inc.

101    Cover Page Interactive Data File (embedded in Inline XBRL)

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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: November 24, 2025			By:			/s/ John H. Montgomery
						John H. Montgomery
						President and Chief Executive Officer

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FAQ

What did CB Financial Services, Inc. (CBFV) announce in this 8-K filing?

CB Financial Services, Inc. announced the appointment of Craig L. Kauffman to its Board of Directors and to the Board of its bank subsidiary, Community Bank, effective November 20, 2025, and disclosed related Bylaw amendments.

Who is Craig L. Kauffman and what role will he have at CBFV?

Craig L. Kauffman has been appointed as a director of CB Financial Services, Inc. in the class of directors with terms expiring in 2026, and he will also serve on the Boards of both the holding company and Community Bank.

Which committees will Craig L. Kauffman serve on at CB Financial Services, Inc.?

Craig L. Kauffman will serve on the company’s Audit Committee and Compliance Committee, providing oversight in financial reporting and regulatory compliance areas.

Was Craig L. Kauffman’s appointment to the CBFV Board based on any prior arrangement?

The company stated that Mr. Kauffman’s appointment was not pursuant to any arrangement or understanding between him and any other persons under which he was selected as a director.

Does Craig L. Kauffman have any related-party transactions with CB Financial Services, Inc.?

Since the beginning of the last fiscal year on January 1, 2024, the company reported no transactions over $120,000 in which Mr. Kauffman had or will have a direct or indirect material interest.

What change did CB Financial Services, Inc. make to its Bylaws in connection with this appointment?

The company amended Section 4.17 of its Bylaws to revise the director residency requirement, now requiring each director to maintain a permanent or primary residence within a defined distance of a Community Bank office.

What exhibits were filed with the CBFV 8-K related to the board appointment?

CB Financial Services, Inc. filed its Amended and Restated Bylaws as Exhibit 3.1 and a press release titled “Craig L. Kauffman Joins Board of Directors of CB Financial Services, Inc.” as Exhibit 99.1.