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CNB Financial (NASDAQ: CCNE) redeems $50M 3.25% subordinated debt

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

Rhea-AI Filing Summary

CNB Financial Corporation redeemed $50,000,000 in aggregate principal amount of its 3.25% Fixed-to-Floating Rate Subordinated Notes due June 15, 2031 on June 15, 2026. The notes were redeemed at 100% of principal, plus accrued and unpaid interest up to, but excluding, that date.

After this partial redemption, $35,000,000 in aggregate principal amount of these subordinated notes remains outstanding and will continue to accrue interest in accordance with their existing terms.

Positive

  • None.

Negative

  • None.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Redeemed subordinated notes $50,000,000 principal 3.25% Fixed-to-Floating Rate Subordinated Notes due June 15, 2031, redeemed June 15, 2026
Remaining subordinated notes $35,000,000 principal Aggregate principal amount still outstanding after partial redemption
Coupon rate 3.25% Fixed-to-Floating Rate Subordinated Notes due June 15, 2031
Redemption price 100% of principal plus accrued interest Price paid for redeemed notes up to, but excluding, June 15, 2026
Fixed-to-Floating Rate Subordinated Notes financial
"3.25% Fixed-to-Floating Rate Subordinated Notes due June 15, 2031"
A fixed-to-floating rate subordinated note is a debt security that pays a set interest rate for an initial period and then switches to a variable rate tied to a market benchmark; it ranks below senior debt for repayment if the issuer has financial trouble. Investors care because it offers higher initial yield than senior bonds but carries greater credit and repayment risk and exposes holders to changing interest costs after the switch, like moving from a steady paycheck to one that fluctuates with the economy.
aggregate principal amount financial
"redemption of $50,000,000 in aggregate principal amount of the Corporation’s 3.25% Fixed-to-Floating Rate Subordinated Notes"
The aggregate principal amount is the total amount of money borrowed through a bond or loan that the borrower promises to repay. It’s like the original price tag on a loan or bond, showing how much money is involved in the deal. This number matters because it indicates the size of the debt and helps investors understand the scale of the borrowing.
Non-Cumulative, Perpetual Preferred Stock financial
"Depositary Shares (each representing a 1/40th interest in a share of 7.125% Series A Non-Cumulative, Perpetual Preferred Stock)"
Emerging growth company regulatory
"Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
subordinated notes financial
"The Subordinated Notes were redeemed pursuant to their terms at a price equal to 100% of the principal amount"
Subordinated notes are loans companies issue that rank below other debts for repayment, meaning holders get paid only after higher-priority creditors if the issuer runs into trouble. Because they act like being farther back in line at a buffet, they usually offer higher interest to compensate for greater risk, so investors watch them for potential higher returns but also increased chance of loss and sensitivity to the issuer’s financial health.
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CNB FINANCIAL CORP/PA false 0000736772 0000736772 2026-06-16 2026-06-16 0000736772 us-gaap:CommonStockMember 2026-06-16 2026-06-16 0000736772 us-gaap:SeriesAPreferredStockMember 2026-06-16 2026-06-16
 
 

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): June 16, 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

On June 16, 2026, CNB Financial Corporation (the “Corporation”), the parent company of CNB Bank, announced that it completed the redemption of $50,000,000 in aggregate principal amount of the Corporation’s 3.25% Fixed-to-Floating Rate Subordinated Notes due June 15, 2031 (the “Subordinated Notes”) on June 15, 2026. The Subordinated Notes were redeemed pursuant to their terms at a price equal to 100% of the principal amount, plus accrued and unpaid interest up to, but excluding, June 15, 2026.

Upon completion of the partial redemption, $35,000,000 in aggregate principal amount of the Subordinated Notes remained outstanding and will continue to accrue interest in accordance with their terms.


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: June 16, 2026     By:  

/s/ Tito L. Lima

      Tito L. Lima
      Treasurer

FAQ

What debt did CNB Financial Corporation (CCNE) redeem in June 2026?

CNB Financial Corporation redeemed $50,000,000 of its 3.25% Fixed-to-Floating Rate Subordinated Notes due June 15, 2031. The redemption occurred on June 15, 2026 under the notes’ stated terms.

What price did CNB Financial (CCNE) pay to redeem its subordinated notes?

The subordinated notes were redeemed at 100% of their principal amount, plus accrued and unpaid interest up to, but excluding, June 15, 2026. This follows the contractual redemption terms.

How much of CNB Financial’s 3.25% subordinated notes remain outstanding?

After the partial redemption, $35,000,000 in aggregate principal amount of the 3.25% Fixed-to-Floating Rate Subordinated Notes due June 15, 2031 remains outstanding and continues to accrue interest.

When do CNB Financial’s remaining subordinated notes mature?

The remaining $35,000,000 of subordinated notes mature on June 15, 2031. They will continue to accrue interest at the contractual 3.25% fixed-to-floating rate structure until maturity or further redemption.

Is CNB Financial (CCNE) an emerging growth company under SEC rules?

The filing references the Emerging Growth Company status checkbox under SEC rules. This indicates the company evaluated its classification in connection with the current report on Form 8-K.

Filing Exhibits & Attachments

4 documents