UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

of ~~the~~Date ~~Securities~~of ~~Exchange~~Report ~~Act~~(Date of ~~1934~~earliest event reported): July 14, 2026

Date of Report (Date of earliest event reported): July 6, 2026

CNB FINANCIAL CORPORATION

(Exact name of Registrant as specified in its Charter)

(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)

Pennsylvania

001-39472

25-1450605

1 South Second Street

16830

(State or other jurisdiction ofincorporation or organization)

(CommissionFile Number)

(I.R.S. EmployerIdentification No.)

PO Box 42

(Zip Code)

Clearfield

Pennsylvania

(Address of principal executive offices)

1(814) ~~South Second Street~~765-9621

PO(Registrant’s ~~Box~~telephone 42number, including area code)

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 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

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	TradingSymbol	Name of each exchangeon 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 5 8.0201. ~~Departure~~Other ~~of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~ Events.

OnThe Board of Directors of CNB Financial Corporation (NASDAQ: CCNE) (the "Corporation") has announced on July 6 14, 2026, ~~Gary~~holders ~~Olson,~~of arecord ~~member~~as of August 15, 2026 (the ~~Board~~"Depository ofShares ~~Directors~~Record Date") of ~~CNB~~its ~~Financial~~depositary shares (NASDAQ: CCNEP) (the "Depositary Shares"), each representing a 1/40th interest in the Corporation's 7.125% Series A Fixed-Rate Non-Cumulative Perpetual Preferred Stock (the ~~“Company”~~"Series A Preferred Stock"), ~~notified~~will receive a quarterly distribution in the ~~Company~~amount of ~~his~~$0.4453125 ~~resignation~~per Depositary Share, resulting from the ~~Company’~~Corporation's ~~Board~~declaration of ~~Directors~~a ~~for~~quarterly ~~personal~~cash ~~reasons,~~dividend ~~effective~~of ~~July 31~~$17.8125 per share of Series A Preferred Stock, ~~2026.~~which Mrunderlies the Depositary Shares. ~~Olson’s~~ ~~resignation~~On ~~was~~September ~~not~~1, 2026, the ~~result~~Series ofA ~~any~~Preferred ~~disagreement~~Stock ~~between~~dividend will be paid to the ~~Company~~depositary ~~and~~for Mrthe Series A Preferred Stock. ~~Olson~~ onThe ~~any~~depositary ~~matter~~will, ~~relating~~in turn, distribute such dividend to the ~~Company’s~~holders ~~operations,~~of ~~policies~~record orof ~~practices.~~the Depositary Shares as of the Depositary Shares Record Date.

InA ~~addition~~copy ~~to resigning from the Board~~ of ~~Directors of~~ the ~~Company,~~press ~~Mr. Olson~~release ~~resigned~~is ~~from~~attached ~~the~~hereto ~~Board~~as ofExhibit ~~Directors~~99.1 ofand ~~the~~is ~~Company’s~~incorporated ~~subsidiary~~herein ~~bank,~~by ~~CNB Bank, effective July 31, 2026~~reference.

~~SIGNATURE~~Item 9.01. Financial Statements and Exhibits

d. Exhibits.

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.


Number						Description
99.1						Press release of CNB Financial Corporation dated July 14, 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: July 14, 2026

By:

/s/ Tito L. Lima

Tito L. Lima

Treasurer

CNB FINANCIAL CORPORATION

Date: July 10, 2026

/s/ Tito L. Lima

Tito L. Lima

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