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

~~Securities~~ ~~Exchange~~Date ~~Act~~of Report (Date of ~~1934~~earliest event reported): February 10, 2026

Date of Report (Date of earliest event reported): February 3, 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 of incorporation or organization)

(Commission File Number)

(I.R.S. Employer Identification 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 7 8.01. ~~Regulation~~Other ~~FD Disclosure~~Events.

~~CNB~~On ~~Financial~~February ~~Corporation~~10, ~~(the “Corporation”) (NASDAQ: CCNE)~~2026, the ~~parent~~Board ~~company~~of Directors of CNB ~~Bank,~~Financial ~~intends~~Corporation to(Nasdaq: ~~use~~CCNE) ~~the~~declared ~~materials~~a ~~furnished~~quarterly ~~herewith~~cash individend ~~one~~of ~~or more meetings with investors beginning on February 4, 2026~~$0.19 ~~The~~per ~~presentation~~share ~~will~~of ~~also~~common bestock ~~posted~~payable on ~~the~~March ~~Corporation’s~~13, ~~website~~2026 ~~at https://cnbbank.q4ir.com/events-and-presentations.~~to Acommon ~~copy~~stock shareholders of ~~the~~record ~~investor presentation is furnished hereto~~ as ~~Exhibit~~of ~~99.1~~February ~~and~~27, ~~is hereby incorporated by reference herein~~2026.

~~The~~A ~~information~~copy ~~contained~~of inthe ~~this~~press ~~Item~~release ~~7.01,~~announcing ~~including~~the ~~Exhibit~~dividend ~~99.1~~is attached hereto, ~~shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934,~~ as ~~amended~~Exhibit ~~(the~~99.1 ~~“Exchange~~and ~~Act”),~~is ~~or otherwise subject to the liabilities of such section, nor shall such information or exhibit be deemed~~ incorporated byherein ~~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.

(d) Exhibits


Number						Description
99.1						Press release of CNB Financial Corporation dated February 10, 2026
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

Exhibit Number		Description
99.1		Investor Presentation, dated February 4-5, 2026
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

~~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.

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: February 10, 2026

By:

/s/ Tito L. Lima

Tito L. Lima

Treasurer

CNB FINANCIAL CORPORATION

Date: February 3, 2026

/s/ Tito L. Lima

Tito L. Lima

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