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CNB Financial (NASDAQ: CCNE) moves CNB Bank into Federal Reserve oversight

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

CNB Financial Corporation, parent of CNB Bank, announced that CNB Bank has become a state member bank of the Federal Reserve System through the Federal Reserve Bank of Philadelphia, effective February 12, 2026. The bank will now be regulated by the Board of Governors of the Federal Reserve System.

CNB Bank will also continue to be regulated by the Pennsylvania Department of Banking and Securities. CNB Financial reports consolidated assets of approximately $8.4 billion and operates 79 offices across Pennsylvania, Ohio, New York, and Virginia under multiple regional banking brands.

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CNB FINANCIAL CORP/PA false 0000736772 0000736772 2026-02-12 2026-02-12 0000736772 us-gaap:CommonStockMember 2026-02-12 2026-02-12 0000736772 us-gaap:SeriesAPreferredStockMember 2026-02-12 2026-02-12
 
 

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): February 12, 2026

 

 

CNB FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

Pennsylvania   001-39472   25-1450605

(State or other jurisdiction of

incorporation or organization)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

1 South Second Street

PO Box 42

Clearfield, Pennsylvania 16830

(Address of principal executive offices, zip code)

Registrant’s telephone number, including area code: (814) 765-9621

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:

 

Title of each class

 

Trading
Symbol

 

Name of each exchange

on which registered

Common Stock, no par value   CCNE   The NASDAQ Stock Market LLC
Depositary Shares (each representing a 1/40th interest in a share of 7.125% Series A Non-Cumulative, perpetual preferred stock)   CCNEP   The NASDAQ Stock Market LLC

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).

Emerging growth company 

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 standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 
 


Item 8.01.

Other Events.

CNB Financial Corporation (NASDAQ: CCNE), the parent company of CNB Bank, issued a press release announcing that CNB Bank became a member bank of the Board of Governors of the Federal Reserve System through the Federal Reserve Bank of Philadelphia effective February 12, 2026. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

Item 9.01.

Financial Statements and Exhibits

(d)  Exhibits

 

Exhibit

Number

  

Description

99.1    Press Release dated February 18, 2026
104    Cover Page Interactive Data File (embedded within the Inline XBRL document)

 


SIGNATURE

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.

 

    CNB FINANCIAL CORPORATION
Date: February 18, 2026     By:  

/s/ Tito L. Lima

      Tito L. Lima
      Treasurer

Exhibit 99.1

News Release

 

LOGO  

Contact: Tito L. Lima

Treasurer

(814) 765-9621

FOR IMMEDIATE RELEASE

  

CNB Bank Joins the Federal Reserve Bank of Philadelphia as a State Member Bank

CLEARFIELD, Pa., February 18, 2026 – CNB Financial Corporation (“CNB”) (NASDAQ: CCNE) today announced that CNB Bank, its wholly-owned banking subsidiary, became a state member bank regulated by the Board of Governors of the Federal Reserve System through the Federal Reserve Bank of Philadelphia effective February 12, 2026. CNB Bank will also continue to be regulated by the Pennsylvania Department of Banking and Securities.

“We’re pleased to become a state member bank of the Federal Reserve System, an important milestone in our strategic growth,” said CNB President and CEO Michael D. Peduzzi. “Joining the Federal Reserve System provides for a more efficient supervisory process while maintaining the strength of our regulatory framework as we seek to safely and soundly continue to deliver highquality financial services. We are appreciative of the qualitative interactions between CNB Bank and our various regulators in achieving this change.”

About CNB Financial Corporation

CNB Financial Corporation is a financial holding company with consolidated assets of approximately $8.4 billion. CNB Financial Corporation conducts business primarily through its principal subsidiary, CNB Bank. CNB Bank is a full-service bank engaging in a full range of banking activities and services, including trust and wealth management services, for individual, business, governmental, and institutional customers. CNB Bank operations include a private banking division, and 79 offices comprised of one loan production office, one mobile office, two limited service offices, and 75 full-service offices in Pennsylvania, Ohio, New York, and Virginia. CNB Bank, headquartered in Clearfield, Pennsylvania, with offices in Central and North Central Pennsylvania, serves as the multi-brand parent to various divisions. These divisions include ERIEBANK, based in Erie, Pennsylvania, with offices in Northwest Pennsylvania and Northeast Ohio; FCBank, based in Worthington, Ohio, with offices in Central Ohio; BankOnBuffalo, based in Buffalo, New York, with offices in Western New York; Ridge View Bank, based in Roanoke, Virginia, with offices in the Southwest Virginia region; ESSA Bank, based in Stroudsburg, Pennsylvania, with offices in Northeast Pennsylvania, including the Lehigh Valley region; and Impressia Bank, a division focused on banking opportunities for women, which operates in CNB Bank’s primary market areas. Additional information about CNB Financial Corporation may be found at www.CNBBank.bank.

FAQ

What did CNB Financial Corporation (CCNE) announce in this 8-K filing?

CNB Financial Corporation announced that CNB Bank became a state member bank of the Federal Reserve System through the Federal Reserve Bank of Philadelphia, effective February 12, 2026. The bank now falls under Federal Reserve supervision while maintaining existing state-level oversight in Pennsylvania.

When did CNB Bank become a state member bank of the Federal Reserve System?

CNB Bank became a state member bank of the Federal Reserve System effective February 12, 2026. This change places the bank under regulation by the Board of Governors of the Federal Reserve System through the Federal Reserve Bank of Philadelphia, alongside its existing Pennsylvania state regulation.

Who regulates CNB Bank after joining the Federal Reserve System?

After joining the Federal Reserve System, CNB Bank is regulated by the Board of Governors of the Federal Reserve System through the Federal Reserve Bank of Philadelphia. It will also continue to be regulated by the Pennsylvania Department of Banking and Securities, maintaining a dual regulatory structure.

What is the asset size of CNB Financial Corporation (CCNE)?

CNB Financial Corporation reports consolidated assets of approximately $8.4 billion. This asset base supports CNB Bank’s full-service banking operations, including trust and wealth management services, across multiple markets in Pennsylvania, Ohio, New York, and Virginia through its various regional divisions and brands.

In which regions does CNB Bank operate its branch network?

CNB Bank operates 79 offices in Pennsylvania, Ohio, New York, and Virginia. Its footprint includes brands such as ERIEBANK, FCBank, BankOnBuffalo, Ridge View Bank, ESSA Bank, and Impressia Bank, serving diverse markets from Central Pennsylvania to Western New York and Southwest Virginia.

What strategic benefit did CNB highlight from joining the Federal Reserve System?

CNB’s President and CEO stated that joining the Federal Reserve System supports a more efficient supervisory process while preserving a strong regulatory framework. The company framed this change as an important milestone aligned with its strategic growth and commitment to safely and soundly providing high-quality financial services.

Where can investors find more information about CNB Financial Corporation (CCNE)?

Investors can find more information about CNB Financial Corporation at its website, www.CNBBank.bank. The company provides details on its banking operations, regional divisions, products, and services, as well as corporate information relevant to shareholders, customers, and other stakeholders interested in its business footprint.

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