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    CNB Financial Corporation filed SEC Form 8-K: Regulation FD Disclosure

    4/15/25 8:31:04 AM ET
    $CCNE
    Major Banks
    Finance
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    8-K
    CNB FINANCIAL CORP/PA false 0000736772 0000736772 2025-04-15 2025-04-15 0000736772 us-gaap:CommonStockMember 2025-04-15 2025-04-15 0000736772 us-gaap:SeriesAPreferredStockMember 2025-04-15 2025-04-15
     
     

    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): April 15, 2025

     

     

    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 7.01.

    Regulation FD Disclosure.

    CNB Financial Corporation (the “Corporation”) (NASDAQ: CCNE), the parent company of CNB Bank, will conduct a presentation on April 15, 2025 at its 2025 Annual Meeting of Shareholders. The presentation will also be posted on the Corporation’s website at https://cnbbank.q4ir.com/events-and-presentations/default.aspx. A copy of the presentation is furnished hereto as Exhibit 99.1 and is hereby incorporated by reference herein.

    The information contained in this Item 7.01, including Exhibit 99.1 attached hereto, shall not be deemed to be “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 such section, nor shall such information or exhibit be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth by specific reference in such filing.

     

    Item 9.01.

    Financial Statements and Exhibits

     

    (d)

    Exhibits

     

    Exhibit

    Number

      

    Description

    99.1    Investor Presentation, dated April 15, 2025
    104    Cover Page Interactive Data File (embedded within the Inline XBRL document)


    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: April 15, 2025     By:  

    /s/ Tito L. Lima

          Tito L. Lima
          Treasurer
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