ccne-20260316

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14A-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )


Filed by the Registrant ☒			Filed by a Party other than the Registrant ☐

Check the appropriate box:


☐			Preliminary Proxy Statement

☐			Confidential, for Use of the Commission Only (as permitted by Rule 14(a)-6(e)(2))

☒			Definitive Proxy Statement

☐			Definitive Additional Materials

☐			Soliciting Material under §240.14a-12

CNB Financial Corporation

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):


☒			No fee required

☐			Fee paid previously with preliminary materials.

☐			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14-a6(i)(1) and 0-11.

1 South Second Street

P.O. Box 42

Clearfield, PA 16830

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO OUR SHAREHOLDERS:

NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders (the “Annual Meeting”) of CNB FINANCIAL CORPORATION will be held virtually only via a live webcast exclusively at web.viewproxy.com/CNBFinancial/2026. Please register in advance of the Annual Meeting by visiting web.viewproxy.com/CNBFinancial/2026. For procedures on attending the Annual Meeting, please refer to the section titled “About the Meeting” beginning on page 1. The Annual Meeting will be held on Tuesday, April 21, 2026, beginning at 2:00 p.m. (EDT) for the following purposes:

1.ELECTION OF DIRECTORS: To elect four Class 1 directors to serve for three-year terms, one Class 2 director to serve for a two-year term and one Class 3 director to serve for a one-year term, or until their respective successors are elected and qualified;

2.SAY-ON-PAY VOTE: To vote, on a non-binding, advisory basis, on the compensation paid to CNB Financial Corporation’s named executive officers, as disclosed in the Compensation Discussion and Analysis, and compensation tables, and related narrative executive compensation disclosures contained in the Proxy Statement (a “Say-On-Pay” vote);

3.SAY-ON-FREQUENCY VOTE: To vote, on a non-binding advisory basis, on the frequency of the advisory vote to approve to the compensation of CNB Financial Corporation’s named executive officers;

4.RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM: To ratify the appointment of Forvis Mazars, LLP as CNB Financial Corporation's independent registered public accounting firm for the year ending December 31, 2026; and

5.TRANSACTION OF OTHER BUSINESS: To transact such other business as may properly come before the meeting or any adjournment thereof.

The Board of Directors of CNB Financial Corporation fixed February 23, 2026, as the record date for the determination of shareholders entitled to notice of and to vote at the Annual Meeting. Only shareholders of record at the close of business on that date will be entitled to notice of and to vote at the Annual Meeting or any adjournments thereof.

Accompanying this notice are (i) the Proxy Statement and form of proxy for the Annual Meeting; (ii) the 2025 CNB Financial Corporation Annual Report; and (iii) the Annual Report on Form 10-K for the year ended December 31, 2025.

IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE ANNUAL MEETING. YOU ARE URGED TO VOTE EITHER BY INTERNET, TELEPHONE, OR MAIL FOLLOWING THE “VOTING PROCEDURES” AS DETAILED ON PAGE 2 OF THE PROXY STATEMENT, WHETHER OR NOT YOU PLAN TO VIRTUALLY ATTEND THE ANNUAL MEETING. PLEASE VOTE YOUR SHARES ELECTRONICALLY, OR IF USING THE MAIL PLEASE COMPLETE, SIGN, DATE AND RETURN THE PROXY CARD, AS PROMPTLY AS POSSIBLE. THE BOARD OF DIRECTORS OF CNB FINANCIAL CORPORATION RECOMMENDS A VOTE “FOR” EACH OF PROPOSALS ONE, TWO AND THREE AND “ONE YEAR” WITH RESPECT TO PROPOSAL THREE, EACH AS DESCRIBED ABOVE. YOU MAY WITHDRAW OR CHANGE YOUR PROXY AT ANY TIME BEFORE IT IS OFFICIALLY REGISTERED AS VOTED BY SO NOTIFYING THE SECRETARY AND VOTING YOUR SHARES WHILE THE POLLS ARE OPEN DURING THE ANNUAL MEETING.

By Order of the Board,

Anna K. "Katie" Andersen, Secretary

Clearfield, Pennsylvania

March 16, 2026

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be held virtually only on April 21, 2026. This Proxy Statement, along with our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, and our separate 2025 CNB Financial Corporation Annual Report which includes, among other

information, listings of the Directors and Officers of CNB Financial Corporation and its subsidiaries, are available free of charge on the Investor Relations section of our website (www.cnbbank.bank).

TABLE OF CONTENTS


			Page
ABOUT THE MEETING			1
PROPOSAL 1. ELECTION OF DIRECTORS			4
PROPOSAL 2. ADVISORY VOTE ON EXECUTIVE COMPENSATION			9
PROPOSAL 3. ADVISORY VOTE ON THE FREQUENCY OF THE VOTE ON EXECUTIVE COMPENSATION			10
PROPOSAL 4 . RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			11
CORPORATE GOVERNANCE			12
General			12
Board Leadership Structure			12
Risk Oversight			12
Board of Directors Independence			13
Meetings and Committees of the Board			13
Communications with Directors			15
Director Attendance at Annual Meetings			15
Director Education			15
Director Skills Summary			16
Corporate Responsibility Principles and Activities of the Corporation			16
Cybersecurity			19
COMPENSATION OF DIRECTORS			20
202 5 Director Fee Schedule			20
202 5 Non-Employee Director Compensation Table			21
Stock Ownership Policy			21
Deferred Compensation Plan and Survivor Benefit Plan for Non-Employee Directors			21
2026 Director Fee Schedule			22
EXECUTIVE OFFICERS			23
COMPENSATION DISCUSSION AND ANALYSIS			26
Financial and Operational Highlights			26
Say-on-Pay Results and Shareholder Outreach			27
Compensation Philosophy			28
Compensation Highlights			29
Compensation Determination Process			29
Competitive Benchmarking			30
202 5 Compensation Program and Pay Decisions			31
Impact of Accounting and Tax			35
Stock Ownership Guidelines			36
Hedging and Pledging Policy			36
Clawback/Recoupment Policy			36
Insider Trading and Reporting Compliance Policy			36
Timing of Certain Equity Awards			37
Reducing the Possibility of Excess Risk-Taking			37
COMPENSATION COMMITTEE REPORT			37
COMPENSATION OF EXECUTIVE OFFICERS			38
Summary Compensation Table			38


Pay Versus Performance			39
Stock Incentive Plan			44
Grants of Plan-Based Awards			44
Outstanding Equity Awards at 202 5 Fiscal Year-End			45
Restricted Stock Awards and Stock Vested			46
Pension Benefits			46
Retirement Plan			46
Supplemental Executive Retirement Plans			46
Nonqualified Deferred Compensation Plan and Executive Defined Contribution Plan			47
Termination and Change in Control Benefits			48
Executive Compensation and Personnel Committee Interlocks and Insider Participation			51
CEO PAY RATIO			52
CERTAIN TRANSACTIONS			53
Code of Ethics			53
Policies and Procedures Regarding Transactions with Related Persons			53
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS OF CNB COMMON STOCK AND CNB MANAGEMENT			54
EQUITY COMPENSATION PLAN INFORMATION			55
OTHER MATTERS			56
Delinquent Section 16(a) Reports			56
Other Matters to Come Before the 2025 Annual Meeting			56
Shareholder Proposals for the 2026 Annual Meeting			56
Householding of Proxy Materials			56
APPENDIX A			57

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CNB FINANCIAL CORPORATION

1 SOUTH SECOND STREET

CLEARFIELD, PA 16830-0042

PROXY STATEMENT

ANNUAL MEETING OF SHAREHOLDERS TO BE HELD VIRTUALLY

Tuesday, April 21, 2026, 2:00 p.m. (EDT)

ABOUT THE MEETING

General Information

This Proxy Statement is furnished to shareholders of CNB Financial Corporation (the “Corporation” or “CNB”) in connection with the solicitation of proxies on behalf of the Board of Directors of the Corporation (the “Board”) for use at the Annual Meeting of Shareholders (the “Annual Meeting”) to be held on Tuesday, April 21, 2026 at 2:00 p.m. (EDT).

The Corporation is a Pennsylvania chartered corporation and a financial holding company registered with the Federal Reserve Board and has its principal offices at CNB Bank, 1 South Second Street, Clearfield, Pennsylvania 16830-0042. The subsidiaries of the Corporation are CNB Bank (“CNB Bank” or the “Bank”), CNB Securities Corporation, CNB Risk Management, Inc., Holiday Financial Services Corporation and CNB Insurance Agency.

Unless otherwise directed, proxies solicited hereby will be voted FOR the election as directors of the nominees named under the section titled “Proposal 1. Election of Directors”; FOR approval of the non-binding advisory resolution on the compensation paid to our NEOs (as defined below); ONE YEAR for the frequency of the non-binding advisory vote to approve the compensation paid to our NEOs; and FOR ratification of the appointment of Forvis Mazars, LLP as our independent registered public accounting firm for the year ending December 31, 2026. The Board is not aware of any other matters which will be presented for action at the Annual, but the persons named in the proxies intend to vote or act according to their discretion with respect to any other proposal which may be presented for shareholder action at the Annual Meeting.

Solicitation

The enclosed proxy is being solicited by the Board. The cost of preparing, assembling and mailing the notice of annual meeting, proxy statement and form of proxy is to be borne by the Corporation. We have retained a proxy solicitation firm, Alliance Advisors, LLC, to aid us in the solicitation process. We estimate we will pay Alliance Advisors, LLC a fee of approximately $11,500 plus certain expenses and have agreed to indemnify Alliance Advisors, LLC against certain losses. In addition to the solicitation of proxies by use of mail, directors, officers or other employees of the Corporation may solicit proxies personally or by telephone and the Corporation may request certain persons holding stock in their names or in the names of their nominees to obtain proxies from and send proxy material to the principals and will reimburse such persons for their expenses in so doing. Directors, officers, or other employees so utilized will not receive special compensation for such efforts. The date on which this Proxy Statement and the accompanying form of proxy was first mailed to shareholders was on or around March 16, 2026.

Your vote is very important, regardless of the number of shares that you own. If you have any questions or need assistance voting your shares, please contact our proxy solicitor:

Alliance Advisors, LLC

200 Broadacres Drive

Bloomfield, NJ 07003

Phone Number: 833-215-7302

Email: CCNE@AllianceAdvisors.com

Quorum; Voting

A quorum for the transaction of business at the Annual Meeting will require the presence, through virtual confirmed attendance, or by proxy, of shareholders entitled to cast at least a majority of the votes that all shareholders are entitled to cast on a particular matter to be acted upon at the meeting. Abstentions are counted as shares present for determination of a quorum but are not counted as affirmative or negative votes and are not counted in determining the number of votes cast on any matter. The affirmative vote of a majority of the votes cast by all shareholders entitled to vote on the matter is required for the approval of all matters under consideration at the Annual Meeting. Shareholders have one vote for each share of common stock held.

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Revocation of Proxies

The enclosed proxy is revocable at any time prior to the actual voting of such proxy by the filing of a written notice revoking it, or a duly executed proxy bearing a later date, with Anna K. "Katie" Andersen, the Secretary of the Corporation. In the event your proxy is mailed and you virtually attend the Annual Meeting, you have the right to revoke your proxy and cast your vote personally using the instructions included under the section titled “Attending the Virtual Annual Meeting” which begins on page 2 of this Proxy Statement. All properly executed proxies delivered to us pursuant to this solicitation will be voted at the meeting in accordance with your instructions, if any.

Eligibility to Vote; Record Date

The securities that can be voted at the Annual Meeting consist of shares of common stock of the Corporation with each share entitling its owner to one vote on all matters properly presented at the Annual Meeting. There is no cumulative voting of shares. The Board has fixed the close of business on February 23, 2026, as the record date for the determination of shareholders entitled to notice of, and to vote at, the Annual Meeting. On the record date, there were 29,636,300 shares of common stock then outstanding and eligible to be voted at the Annual Meeting.

Voting Procedures

Whether you hold shares directly as a registered shareholder of record or beneficially in street name, you may vote without virtually attending the Annual Meeting. You may vote by granting a proxy or, for shares held beneficially in street name, by submitting voting instructions to your broker, bank or other trustee or nominee. In most cases, you will be able to do this by using the internet, by telephone or by mail.

•Voting by internet or telephone - You may submit your proxy over the internet or by telephone by following the instructions for internet or telephone voting provided with your proxy materials and on your proxy card or voter instruction form.

•Voting by mail - You may submit your proxy by mail by completing, signing, dating and returning your proxy card or, for shares held beneficially in street name, by following the voting instructions included by your broker, bank or other trustee or nominee. If you provide specific voting instructions, your shares will be voted as you have instructed.

The proposal to ratify the appointment of independent registered public accounting firm (Proposal 4) is considered a “discretionary” item. This means that brokerage firms may vote in their discretion on this matter on behalf of clients who have not furnished voting instructions. In contrast, the proposals with respect to the election of directors (Proposal 1), “Say-On-Pay” (Proposal 2) and “Say-On-Frequency” (Proposal 3) are “non-discretionary” items. This means brokerage firms that have not received voting instructions from their clients on these three matters may not vote on these proposals. These so-called “broker non-votes” will not be considered in determining the number of votes necessary for approval and, therefore, will have no effect on the outcome of the vote for these three proposals.

Attending the Virtual Annual Meeting

Shareholders attending the Annual Meeting virtually will have the same rights as those at an in-person meeting, including the rights to vote and ask questions at the Annual Meeting. Both shareholders of record and street name shareholders who wish to virtually attend the Annual Meeting will need to register to be able to (i) attend the Annual Meeting via live webcast, (ii) submit their questions during the meeting, and (iii) vote their shares electronically at the Annual Meeting by following the instructions below.

If you are a shareholder of record, you must:

•Register at web.viewproxy.com/CNBFinancial/2026 by 11:59 p.m. (EDT) on April 20, 2026 by following the instructions provided on your Notice or proxy card. You will need to enter your name, phone number, virtual control number (included on your Notice or proxy card) and email address as part of the registration, following which, you will receive an email confirmation of your registration, as well as a password to virtually attend the Annual Meeting.

•On the day of the Annual Meeting, if you have properly registered, you may enter and attend the virtual Annual Meeting, which starts at 2:00 PM (EDT), by logging in at web.viewproxy.com/CNBFinancial/2026 using the password you received via an email confirmation of your registration.

•If you wish to vote your shares electronically during the virtual Annual Meeting, you will need to visit http://www.AALvote.com/CCNE during the Annual Meeting while the polls are open.

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If you are a street name shareholder, you must:

•Obtain a legal proxy from your broker, bank, trustee or other nominee.

•Register at web.viewproxy.com/CNBFinancial/2026 by 11:59 p.m. (EDT) on April 20, 2026. You will need to enter your name, phone number and email address, and provide a copy of the legal proxy (which may be uploaded to the registration website or sent via email to VirtualMeeting@viewproxy.com) as part of the registration, following which, you will receive an email confirming your registration, your virtual control number, as well as the password to virtually attend the Annual Meeting. Please note, if you do not provide a copy of the legal proxy, you may still attend the Annual Meeting virtually, but you will be unable to vote your shares electronically at the Annual Meeting.

•On the day of the Annual Meeting, if you have properly registered, you may enter the Annual Meeting, which is scheduled to begin at 2:00 PM (EDT), virtually by logging in using the password you received via email in your registration confirmation at web.viewproxy.com/CNBFinancial/2026.

•If you wish to vote your shares electronically at the virtual Annual Meeting, you will need to visit http://www.AALvote.com/CCNE during the Annual Meeting while the polls are open. Further instructions on how to attend the Annual Meeting via live audio webcast, including how to vote your shares electronically at the Annual Meeting are posted on web.viewproxy.com/CNBFinancial/2026 under Frequently Asked Questions (FAQ). The Annual Meeting live webcast will begin promptly at 2:00 p.m. (EDT) on April 21, 2026. We encourage you to access the virtual meeting prior to the start time. Online check-in will begin at 1:30 p.m. (EDT), and you should allow ample time for the check-in procedures.

Live Q&A

You may ask questions during the Annual Meeting by following the instructions that will be available on the virtual meeting website. Representatives of the Corporation will answer questions as they come in and address those asked in advance, to the extent relevant to the business of the Annual Meeting, as time permits. Off-topic, personal or other inappropriate questions will not be answered.

Technical Assistance

We will have technicians ready to assist you with any technical difficulties you may have when trying to access the Annual Meeting live webcast. Please be sure to check in beginning at 1:30 p.m. (EDT), 30 minutes prior to the 2:00 p.m. (EDT) start of the virtual meeting on April 21, 2026, the day of the Annual Meeting, so we may address any technical difficulties before the Annual Meeting live audio webcast begins. If you encounter any difficulties accessing the Annual Meeting live webcast during the check-in period or meeting time, please email VirtualMeeting@viewproxy.com or call 1-866-612-8937.

The platform we are using for the Annual Meeting live webcast will require you to install a software or have the ability to run a temporary application in order for you to join the Annual Meeting live webcast. If you have not registered to attend the Annual Meeting, but would like to listen in only on the day of the Annual Meeting at 2:00 p.m. (EDT), the toll-free number and access code will be displayed on the site web.viewproxy.com/CNBFinancial/2026.

Obtaining an Annual Report on Form 10-K

The Corporation is required to file an Annual Report on Form 10-K (the “Form 10-K”) for the 2025 fiscal year with the U.S. Securities and Exchange Commission (“SEC”). Shareholders may obtain, free of charge, a copy of the Form 10-K by writing to Anna K. "Katie" Andersen, Secretary, CNB Financial Corporation, P.O. Box 42, Clearfield, Pennsylvania 16830. Additionally, our 2025 CNB Financial Corporation Annual Report as well as our Form 10-K are available free of charge on the Investor Relations section of our website (www.cnbbank.bank).

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PROPOSAL 1. ELECTION OF DIRECTORS

CNB’s bylaws provide that the Board shall consist of not less than nine nor more than twenty-four persons. The Board has acted to fix the number of directors of CNB for the ensuing year at thirteen.

CNB’s bylaws further provide that the Board shall be classified into three classes with each class consisting of not less than three nor more than eight directors. The Board has elected to fix the number of Class 1 and Class 2 directors at four and the number of Class 3 directors at five. Each class of directors is to be elected annually for a three-year term and until their successors are elected and qualified, or until their earlier death, resignation, removal or achievement of the mandatory retirement age on the day a director becomes 70 years old; provided, however, that the Board may waive the mandatory retirement age in its discretion solely in connection with director appointments made as part of, or in direct relation to, the completion of a business combination.

Effective July 23, 2025, in connection with and effective upon the completion of CNB’s merger with ESSA Bancorp, Inc. (“ESSA”), in accordance with the terms of the Agreement and Plan of Merger for the transaction, the Board appointed Gary S. Olson as a Class 1 director, Daniel J. Henning as a Class 2 director and Robert C. Selig, Jr. as a Class 3 director, each to serve for a term expiring at the Annual Meeting. In connection with their appointments, the Board determined to waive the mandatory retirement age for each of Messrs. Olson, Henning and Selig. Pursuant to the terms of the Agreement and Plan of Merger for the ESSA merger, the Board agreed to nominate each of Messrs. Olson, Henning and Selig for election to the Board at the Annual Meeting.

The Board, upon recommendation of the Corporate Governance/Nominating Committee of the Board (the “CGN Committee”), has nominated (i) Jeffrey S. Powell, Gary S. Olson, Francis X Straub, III and Peter C. Varischetti for election at the Annual Meeting to Class 1 of the Board, (ii) Daniel J. Henning for election at the Annual Meeting to Class 2 of the Board, and (iii) Robert C. Selig, Jr. for election at the Annual Meeting to Class 3 of the Board. The experience, qualifications, and other attributes, of each of these nominees, as well as the continuing directors, are described below under “Information as to Nominees and Other Directors.”

The four Class 1 nominees named below are nominated to serve as Class 1 directors to hold office for a three-year term expiring at the annual meeting in the year 2029. The one Class 2 nominee named below is nominated to serve as a Class 2 director to hold office for a two-year term expiring at the annual meeting in the year 2028. The one Class 3 nominee named below is nominated to serve as a Class 3 director to hold office for a one-year term expiring at the annual meeting in the year 2027. Each of the nominees has consented to be named in this proxy statement and has agreed to serve, if elected, and CNB has no reason to believe that any of them will be unable to serve if elected. If, for any reason, any of the nominees named below should become unavailable for election at the time of the Annual Meeting, it is the intention of the persons named as proxies to vote the shares to which the proxy relates for the election of such other person or persons as may be designated by the Board. If for any reason these nominees prove unable or unwilling to stand for election or cease to qualify to serve as directors, the Board will nominate alternates or reduce the size of the Board to eliminate the vacancies.

Information as to Nominees and Other Directors

The following tables set forth the names of the nominees for election as directors and the current directors of the CNB. Also set forth in the tables is certain other information with respect to each such person’s age at December 31, 2025, the periods during which such person has served as a director of the Corporation, and positions currently held with CNB.

Following the tables are biographies of each of the nominees and continuing directors which contain information regarding each such person’s business experience, director positions held currently or at any time during the last five years, information regarding involvement in certain legal or administrative proceedings, if applicable, and the experiences, qualifications, attributes or skills that caused the CGN Committee and the Board to determine that such person should serve as a director as of the time of filing of this Proxy Statement. The CGN Committee believes that each director brings a strong and unique background and set of skills to the Board, giving the Board a collective competence and experience in a wide variety of areas, including corporate governance, board service, executive management, business, finance and marketing. “Independent” directors are those who, in the Board’s judgment, meet the standards for independence as required by NASDAQ.

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Nominees

The following Class 1 directors for a three-year term expiring at the time of the annual meeting in 2029.

Name

Age at
December 31,
2025

SEC Form DEF 14A filed by CNB Financial Corporation