CNB Financial okays $15M share repurchase plan

CNB Financial Corporation approved a new 2026 Common Share Repurchase Program, authorizing buybacks of up to 500,000 shares of common stock, with a total purchase cap of $15,000,000.

Rhea-AI Filing Summary

CNB Financial Corporation approved a new 2026 Common Share Repurchase Program, authorizing buybacks of up to 500,000 shares of common stock, with a total purchase cap of $15,000,000. The program will run from June 10, 2026, when the 2025 plan expires, through June 10, 2027.

Repurchases may be made through open market purchases, privately negotiated transactions, or other methods that comply with the Securities Exchange Act of 1934 and applicable agreements. The company may start or pause repurchases at any time without prior notice, depending on market conditions and other factors.

Insights

Banking equity analyst

CNB authorizes a flexible one-year share repurchase plan.

CNB Financial Corporation approved a 2026 repurchase program for up to 500,000 common shares with an aggregate cap of $15,000,000. The authorization spans from June 10, 2026 to June 10, 2027, replacing the expiring 2025 program.

The plan permits buybacks via open market and privately negotiated transactions, subject to Securities Exchange Act rules and existing material agreements. Management can commence or suspend repurchases without advance notice, so the actual impact depends on execution and market conditions disclosed in future reports.

8-K Event Classification

Item 8.01 — Other Events

1 item

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Key Figures

Repurchase share limit: 500,000 shares Repurchase value cap: $15,000,000 Program start date: June 10, 2026 +1 more

4 metrics

Repurchase share limit 500,000 shares Maximum common shares authorized under 2026 program

Repurchase value cap $15,000,000 Aggregate purchase price limit for 2026 program

Program start date June 10, 2026 Start of 2026 repurchase program after 2025 program expiration

Program end date June 10, 2027 Expiration of 2026 share repurchase authorization

Key Terms

Common Share Repurchase Program, open market purchases, privately negotiated transactions, Securities Exchange Act of 1934

4 terms

Common Share Repurchase Program financial

"approved the Company’s 2026 Common Share Repurchase Program (the “Plan”)"

A common share repurchase program is a company’s plan to buy back its own publicly traded shares from the market using cash or other resources, reducing the number of shares outstanding. This matters to investors because it can raise earnings per share and the value of remaining shares, signal that management thinks the stock is undervalued, and also uses company cash that could otherwise be spent on growth or dividends—think of it like a bakery buying back coupon books to boost the value of the remaining coupons.

open market purchases financial

"through open market purchases, privately negotiated transactions or in such other manner"

Open market purchases are buys of a company’s shares (or other securities) made on public exchanges at prevailing market prices rather than through private deals. For investors this matters because when a company buys back its own stock it reduces the number of shares available, which can boost per-share earnings and often signals management’s confidence; it also affects supply, demand and short-term liquidity much like someone quietly buying up items from a crowded marketplace.

privately negotiated transactions financial

"through open market purchases, privately negotiated transactions or in such other manner"

Privately negotiated transactions are deals made directly between parties without involving a public marketplace or open auction. They are like private sales between two individuals rather than items sold at a busy marketplace open to everyone. For investors, these transactions can offer more tailored terms and privacy, but they may also carry different risks and less transparency compared to public exchanges.

Securities Exchange Act of 1934 regulatory

"as will comply with the provisions of the Securities Exchange Act of 1934"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

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

CNB Financial Corporation approved a 2026 share repurchase program. The plan authorizes buybacks of up to 500,000 common shares with a total purchase cap of $15,000,000, effective from June 10, 2026 through June 10, 2027, replacing the company’s 2025 repurchase program.

How large is CNB Financial’s 2026 share repurchase authorization?

The authorization covers up to 500,000 common shares. CNB Financial also capped the aggregate purchase price at $15,000,000. This provides a defined ceiling on the total capital that can be used for buybacks during the June 10, 2026 to June 10, 2027 program period.

When does CNB Financial’s 2026 share repurchase program start and end?

The 2026 repurchase program runs for one year. It is authorized to begin on June 10, 2026, which is when the 2025 program expires, and continues through June 10, 2027. Repurchases can occur at any time within this window, subject to conditions.

What methods can CNB Financial (CCNE) use to repurchase its common stock?

CNB Financial may use several transaction methods. The company can repurchase common shares through open market purchases, privately negotiated transactions, or other approaches that comply with the Securities Exchange Act of 1934 and applicable rules and agreements.

Is CNB Financial required to complete the full 500,000-share buyback under the 2026 plan?

No, the full 500,000 shares are only an authorization limit. The company may commence or suspend repurchases at any time without prior notice, depending on market conditions and other factors, so actual repurchases may be lower than the authorized maximum.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/10/2026 - 04:05 PM Learn about SEC filing dates

CNB FINANCIAL CORP/PA false 0000736772 0000736772 2026-05-12 2026-05-12 0000736772 us-gaap:CommonStockMember 2026-05-12 2026-05-12 0000736772 us-gaap:SeriesAPreferredStockMember 2026-05-12 2026-05-12

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): May 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

On May 12, 2026, the Board of Directors of CNB Financial Corporation (the “Company”) approved the Company’s 2026 Common Share Repurchase Program (the “Plan”), authorizing the repurchase from time to time by the Company of up to 500,000 shares of the Company’s common stock, no par value per share (the “Common Stock”), provided that the aggregate purchase price of shares of Common Stock repurchased does not exceed $15,000,000. Pursuant to the Plan, repurchases of Common Stock, if any, are authorized to be made during the period beginning on June 10, 2026 (the expiration date of the Company’s 2025 Common Share Repurchase Program) through and including June 10, 2027 through open market purchases, privately negotiated transactions or in such other manner as will comply with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, subject to compliance with any material agreement to which the Company is a party. Depending on market conditions and other factors, these repurchases may be commenced or suspended without prior notice.

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 10, 2026				By:		/s/ Tito L. Lima
						Tito L. Lima
						Treasurer

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 4.1 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 13.4 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 22.1 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 14.3 KB