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

Rhea-AI Filing Summary

CNB Financial Corporation declared a quarterly dividend on its 7.125% Series A Non-Cumulative Perpetual Preferred Stock, payable via CCNEP depositary shares. Holders of record on November 15, 2025 will receive $0.4453125 per Depositary Share, reflecting a $17.8125 dividend per share of Series A Preferred Stock that underlies the depositary shares. The dividend will be paid on December 1, 2025 to the depositary, which will distribute it to CCNEP holders of record.

CNB FINANCIAL CORP/PAFALSE000073677200007367722025-10-292025-10-290000736772us-gaap:CommonStockMember2025-10-292025-10-290000736772us-gaap:SeriesAPreferredStockMember2025-10-292025-10-29

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): October 29, 2025

CNB FINANCIAL CORPORATION

(Exact name of Registrant as specified in its Charter)

Pennsylvania

001-39472

25-1450605

(State or other jurisdiction of incorporation)

(Commission File No.)

(IRS Employer Identification Number)

1 South Second Street

16830

PO Box 42

(Zip Code)

Clearfield

,

Pennsylvania

(Address of principal executive offices)

(814) 765-9621

(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:

Title of Class

Trading Symbol(s)

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.

The Board of Directors of CNB Financial Corporation (NASDAQ: CCNE) (the "Corporation") has announced on October 29, 2025, holders of record as of November 15, 2025 (the "Depository Shares Record Date") of its depositary shares (NASDAQ: CCNEP) (the "Depositary Shares"), each representing a 1/40th interest in the Corporation's 7.125% Series A Fixed-Rate Non-Cumulative Perpetual Preferred Stock (the "Series A Preferred Stock"), will receive a quarterly distribution in the amount of $0.4453125 per Depositary Share, resulting from the Corporation's declaration of a quarterly cash dividend of $17.8125 per share of Series A Preferred Stock, which underlies the Depositary Shares. On December 1, 2025, the Series A Preferred Stock dividend will be paid to the depositary for the Series A Preferred Stock. The depositary will, in turn, distribute such dividend to the holders of record of the Depositary Shares as of the Depositary Shares Record Date.

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.

Number						Description
99.1						Press release of CNB Financial Corporation dated October 29, 2025
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

 

CNB Financial Corporation

Date: October 29, 2025

By:

/s/ Tito L. Lima

Tito L. Lima

Treasurer

FAQ

What dividend did CNB Financial (CCNE) announce for CCNEP?

A quarterly distribution of $0.4453125 per CCNEP Depositary Share, representing the preferred dividend allocated per depositary share.

What is the Series A preferred dividend per share at CNB Financial?

The declared quarterly dividend is $17.8125 per share of 7.125% Series A Non-Cumulative Perpetual Preferred Stock.

What is the record date for CNB Financial’s CCNEP dividend?

The record date is November 15, 2025 for holders of CCNEP depositary shares.

When will CNB Financial pay the Series A preferred dividend?

The payment date is December 1, 2025, first to the depositary, then to CCNEP holders of record.

What securities are affected by this CNB Financial (CCNE) dividend?

The dividend applies to CCNEP depositary shares, each representing a 1/40th interest in a share of Series A Preferred.

Is the CNB Financial preferred dividend cumulative?

No. The Series A Preferred is Non-Cumulative as disclosed.