Form 8-K - Current report

CNB FINANCIAL CORPORATION

Date: June 13, 2024

/s/ Tito L. Lima

Tito L. Lima

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 12, 2024

CNB FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)


Pennsylvania	001-39472	25-1450605
(State or other jurisdictionof 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 12, 2024, CNB Financial Corporation (the “Company”) received acknowledgement from the Federal Reserve Bank of Philadelphia (the “Federal Reserve Bank”) of the Company’s 2024 Common Share Repurchase Program (the “Plan”). The Company’s Board of Directors previously approved the Plan, subject to the Federal Reserve Bank’s response, 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 12, 2024 (the date on which the Company received acknowledgement from the Federal Reserve Bank) through and including May 14, 2025, 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.

Document and Entity Information	Jun. 12, 2024
Document And Entity Information [Line Items]
Entity Registrant Name	CNB FINANCIAL CORP/PA
Amendment Flag	false
Entity Central Index Key	0000736772
Document Type	8-K
Document Period End Date	Jun. 12, 2024
Entity Incorporation State Country Code	PA
Entity File Number	001-39472
Entity Tax Identification Number	25-1450605
Entity Address, Address Line One	1 South Second Street
Entity Address, Address Line Two	PO Box 42
Entity Address, City or Town	Clearfield
Entity Address, State or Province	PA
Entity Address, Postal Zip Code	16830
City Area Code	(814)
Local Phone Number	765-9621
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Stock [Member]
Document And Entity Information [Line Items]
Security 12b Title	Common Stock, no par value
Trading Symbol	CCNE
Security Exchange Name	NASDAQ
Series A Preferred Stock [Member]
Document And Entity Information [Line Items]
Security 12b Title	Depositary Shares (each representing a 1/40th interest in a share of 7.125% Series A Non-Cumulative, Perpetual Preferred Stock)
Trading Symbol	CCNEP
Security Exchange Name	NASDAQ