[8-K] CNB FINANCIAL CORP/PA Reports Material Event

Rhea-AI Filing Summary

CNB Financial Corporation, the parent of CNB Bank and listed on NASDAQ under CCNE and CCNEP, has filed a current report announcing that it will use a new investor presentation in meetings with investors beginning on November 20, 2025. The same presentation will be posted on the company’s website in the events and presentations section and is furnished as Exhibit 99.1 to this report. The company states that this investor information, including Exhibit 99.1, is being furnished rather than filed, which means it is not subject to certain liability provisions under federal securities laws and will only be incorporated into other documents if specifically referenced.

CNB FINANCIAL CORP/PA false 0000736772 0000736772 2025-11-19 2025-11-19 0000736772 us-gaap:CommonStockMember 2025-11-19 2025-11-19 0000736772 us-gaap:SeriesAPreferredStockMember 2025-11-19 2025-11-19

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 19, 2025

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 7.01. Regulation FD Disclosure.

CNB Financial Corporation (the “Corporation”) (NASDAQ: CCNE), the parent company of CNB Bank, intends to use the materials furnished herewith in one or more meetings with investors beginning on November 20, 2025. The presentation will also be posted on the Corporation’s website at https://cnbbank.q4ir.com/events-and-presentations. A copy of the investor presentation is furnished hereto as Exhibit 99.1 and is hereby incorporated by reference herein.

The information contained in this Item 7.01, including Exhibit 99.1 attached hereto, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section, nor shall such information or exhibit be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits

(d)  Exhibits

Exhibit Number		Description
99.1		Investor Presentation, dated November 20, 2025
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: November 19, 2025				By:		/s/ Tito L. Lima
						Tito L. Lima
						Treasurer

FAQ

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

CNB Financial Corporation announced that it will use a new investor presentation in one or more meetings with investors beginning on November 20, 2025, and has furnished that presentation as Exhibit 99.1.

Where can investors access CNB Financial Corporation's latest investor presentation?

The investor presentation will be posted on CNB Financial Corporation’s website at https://cnbbank.q4ir.com/events-and-presentations, and it is also attached as Exhibit 99.1 to the report.

How is the CNB Financial (CCNE) investor presentation treated under the securities laws?

The company states that the information in Item 7.01, including Exhibit 99.1, is being furnished and not filed, so it is not deemed subject to the liability provisions of Section 18 of the Exchange Act or automatically incorporated into other filings.

When will CNB Financial start using the new investor materials with investors?

CNB Financial Corporation intends to use the new investor presentation in one or more meetings with investors beginning on November 20, 2025.

Which securities of CNB Financial are listed on NASDAQ?

CNB Financial Corporation lists its Common Stock, no par value, under the symbol CCNE, and its Depositary Shares representing 1/40th interests in 7.125% Series A Non-Cumulative perpetual preferred stock under the symbol CCNEP on The NASDAQ Stock Market LLC.

Who signed the CNB Financial Corporation 8-K related to the investor presentation?

The report was signed on behalf of CNB Financial Corporation by Tito L. Lima, who is identified as the company’s Treasurer, dated November 19, 2025.