CB Financial Services Inc. filed SEC Form 8-K: Leadership Update, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits
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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): November 20, 2025
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Commission file number: 001-36706
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 20, 2025 , the Board of Directors of CB Financial Services, Inc. (the "Company") appointed Craig L. Kauffman to the Board of Directors, to serve in the class of Directors with terms expiring in 2026. The Board of Directors of Community Bank, the Company's bank subsidiary also appointed Mr. Kauffman to serve on its Board of Directors.
Mr. Kauffman's appointment to the Board of Directors was not pursuant to any arrangement or understanding between him and any other persons, pursuant to which he was selected as a Director.
Mr. Kauffman serves on the Audit and Compliance Committees of the Company's Board of Directors.
Since the beginning of the Company's last fiscal year on January 1, 2024, there are no transactions, or any currently proposed transactions, in which the Company was or is to be a participant and the amount involved exceeds $120,000, and in which Mr. Kauffman had or will have a direct or indirect material interest.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
In connection with Mr. Kauffman's appointment to the Company's Board of Directors, the Company amended Section 4.17 of its Bylaws to read in its entirety as follows (deleted language is stricken and amendatory language is italicized and bolded):
"4.17 Residency Requirement. Each director of the Company must maintain his or her permanent or primary residence within a lending territory delineated in the loan and credit policies 20 miles of an office (branch or loan production office) of Community Bank, the Company's bank subsidiary."
A copy of the Amended and Restated Bylaws is filed as an exhibit hereto and is incorporated in this Item 5.03 by reference.
Item 9.01. Financial Statements and Exhibits.
a.Not applicable.
b.Not applicable.
c.Not applicable.
d.Exhibits
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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.
| CB FINANCIAL SERVICES, INC. | ||||||||
| Date: November 24, 2025 | By: | /s/ John H. Montgomery | ||||||
| John H. Montgomery | ||||||||
| President and Chief Executive Officer | ||||||||
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