CNB金融 2024年度报告

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549F O R M10-K ☒Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 CNB FINANCIAL CORPORATION(Exact name of registrant as specified in its charter) 1 South Second StreetP.O. Box 42Clearfield,Pennsylvania16830(Address of principal executive office)Registrant’s telephone number, including area code (814)765-9621 Securities registered pursuant to Section 12(b) of the Act: Securities registered pursuant to Section12 (g)of the Act:None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.☐Yes☒No Indicate by check mark if the registrant is not required to file reports pursuant to Section13 or Section15(d) of the Act.☐Yes☒No Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d) of the Securities Exchange Act of1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)has been subject to suchfiling requirements for the past 90 days.☒Yes☐No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submitsuch files).☒Yes☐No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, oran emerging growth company. See the definitions of "large accelerated filer," "accelerated filer,"; "smaller reporting company,"; and "emerginggrowth company" in Rule 12b-2 of the Exchange Act. Large Accelerated Filer☐Non-accelerated filer☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with anynew or revised financial accounting standards provided pursuant to Section13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internalcontrol over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm thatprepared or issued its audit report.☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included inthe filing reflect the correction of an error to previously issued financial statements.☒ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensationreceived by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b).☒ Relates to an immaterial revision having no impact on our consolidated balance sheets, consolidated statements of income and comprehensiveincome, consolidated statements of changes in shareholders' equity or consolidated statements of cash flows as of and for the years ended December31, 2024, 2023, and 2022. Refer to Note 1 of our Consolidated Financial Statements for further information on the revision. The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant, based on the last sales price quotedon the Nasdaq Global Select Market on June30, 2024, the last business day of the registrant’s most recently completed second fiscal quarter, wasapproximately: $405,810,805 The number of shares outstanding of the registrant’s common stock as of March5, 2025:20,980,333shares DOCUMENTS INCORPORATED BY REFERENCE Portions of our Registration Statement on Form S-4, as amended, which is deemed to be a definitive proxy statement under Section 14a-6 of theSecurities Exchange Act of 1934, filed with the SEC on March 3, 2025 are incorporated by reference into Part III of this report. TABLE OF CONTENTS PART I. BusinessRisk FactorsUnresolved Staff CommentsCybersecurityPropertiesLegal ProceedingsMine Safety Disclosures ITEM 1.ITEM1A.ITEM1B.ITEM 1C.ITEM 2.ITEM 3.ITEM 4. PART II. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases ofEquity Securities26Reserved27Management’s Discussion and Analysis of Financial Condition and Results of Operations28Quantitative and Qualitative Disclosures about Market Risk55Financial Statements and Supplementary Data56Changes in and Disagreements with Accountants on Accounting and Financial Disclosure127Controls and Procedures127Other Information127Disclosure Regarding Foreign Jurisdictions that Prevent Inspections128 ITEM 6.ITEM 7.ITEM 7A.ITEM 8.ITEM 9.ITEM 9A.ITEM 9B.ITEM 9C. PART III. ITEM 10.Directors, Executive Officers and Corporate Governance128ITEM 11.Executive Compensation128ITEM 12.Security O