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 16~~July 6, 2026

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.)
(State or other jurisdiction ofincorporation or organization)	(CommissionFile Number)	(I.R.S. EmployerIdentification 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~~TradingSymbol	Name of each ~~exchange~~exchangeon 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 5.0102. ~~Other~~Departure ~~Events~~of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On ~~June~~July 166, 2026, ~~CNB~~Gary ~~Financial~~Olson, ~~Corporation~~a ~~(the~~member ~~“Corporation”),~~of the ~~parent~~Board ~~company~~of Directors of CNB ~~Bank,~~Financial ~~announced~~Corporation ~~that~~(the it“Company”), ~~completed~~notified the ~~redemption~~Company of ~~$50,000,000~~his inresignation ~~aggregate~~from ~~principal amount of~~ the ~~Corporation~~Company’s ~~3.25%~~Board ~~Fixed-to-Floating~~of ~~Rate~~Directors ~~Subordinated~~for ~~Notes~~personal ~~due June 15~~reasons, ~~2031~~effective ~~(the “Subordinated Notes”) on June~~July 1531, 2026. ~~The~~Mr. Olson’s ~~Subordinated~~resignation ~~Notes~~was ~~were~~not ~~redeemed~~the ~~pursuant~~result toof ~~their~~any ~~terms~~disagreement atbetween ~~a price equal to 100% of~~ the ~~principal~~Company ~~amount,~~and ~~plus~~Mr. Olson ~~accrued~~on ~~and~~any ~~unpaid~~matter ~~interest~~relating up to, ~~but~~the ~~excluding,~~Company’s ~~June 15~~operations, ~~2026~~policies or practices.

~~Upon~~In ~~completion~~addition ofto ~~the partial redemption,~~resigning ~~$35,000,000~~from inthe ~~aggregate~~Board ~~principal~~of ~~amount~~Directors of the ~~Subordinated~~Company, ~~Notes~~Mr. Olson ~~remained~~resigned ~~outstanding~~from ~~and~~the ~~will~~Board ~~continue~~of toDirectors ~~accrue~~of ~~interest~~the inCompany’s ~~accordance~~subsidiary ~~with~~bank, ~~their~~CNB ~~terms.~~Bank, effective July 31, 2026.

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: June 16, 2026

/s/ Tito L. Lima

Date: July 10, 2026

/s/ Tito L. Lima

Tito L. Lima

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