CNB FINANCIAL CORP/PAFALSE000073677200007367722026-01-272026-01-270000736772us-gaap:CommonStockMember2026-01-272026-01-270000736772us-gaap:SeriesAPreferredStockMember2026-01-272026-01-27
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): January 27, 2026
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 2.02. Results of Operations and Financial Condition
On January 27, 2026, CNB Financial Corporation (NASDAQ: CCNE), the parent company of CNB Bank, issued a press release describing its results of operations for the three and twelve months ended December 31, 2025. That press release is attached hereto as Exhibit 99.1.
The information included in this Current Report on Form 8-K (including Exhibit 99.1 hereto) shall not be deemed “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 that section, nor shall it be deemed incorporated by reference into any filing made by the Company under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits
d. Exhibits. | | | | | | | | |
Number | | Description |
99.1 | | Press release of CNB Financial Corporation dated January 27, 2026 |
| 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: January 27, 2026 | | | | By: | | /s/ Tito L. Lima |
| | | | | | Tito L. Lima |
| | | | | | Treasurer |
