0001605301FALSE00016053012025-09-042025-09-04
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): September 4, 2025
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CB FINANCIAL SERVICES, INC. |
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(Exact name of registrant as specified in its charter) |
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Commission file number: 001-36706
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| Pennsylvania |
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51-0534721 |
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(I.R.S. Employer Identification No.) |
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100 N. Market Street, |
Carmichaels, |
PA |
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15320 |
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(Address of principal executive offices) |
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(Zip code) |
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(724) |
966-5041 |
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(Registrant’s telephone number, including area code) |
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Not Applicable |
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(Former name or former address, if changed since last report) |
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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:
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| Common stock, par value $0.4167 per share |
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CBFV |
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The Nasdaq Stock Market, LLC |
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(Trading symbol) |
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(Name of each exchange on which registered) |
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 standard provided pursuant to Section 13(a) of the Exchange On September 4, 2025, CB Financial Services, Inc. (the “Company”) authorized a program to repurchase of up to $5 million of the Company’s outstanding common stock, which, based on the Company’s closing stock price on September 3, 2025, represents approximately 3.1% of the shares of common stock currently outstanding.
Act. ☐
Item 8.01. Other Events
For additional information, reference is made to the Company’s press release dated September 4, 2025, which is attached hereto as an exhibit and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(a)Not applicable.
(b)Not applicable.
(c)Not applicable
(d)Exhibits
101 Cover Page Interactive Data File (embedded in Inline XBRL)
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.
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CB FINANCIAL SERVICES, INC. |
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Date: September 4, 2025 |
By: |
/s/ Amanda L. Engles |
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Amanda L. Engles |
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Senior Vice President and Interim Chief Financial Officer |
EX-99.1
2
a20250904ex991-stockrepurc.htm
EX-99.1 STOCK REPURCHASE PLAN
Document
2111 N. Franklin Dr.
Washington, PA 15301
www.cb.bank
CB FINANCIAL SERVICES, INC.
AUTHORIZES NEW STOCK REPURCHASE PROGRAM OF UP TO $5 MILLION
Washington, PA – September 4, 2025. CB Financial Services, Inc. (the “Company”) (NASDAQ: CBFV), the holding company for Community Bank, announced today a program to repurchase up to $5 million of the Company’s outstanding shares of common stock. Based on the Company’s closing stock price on September 3, 2025, the repurchase program, if fully completed, would encompass 153,233 shares, or approximately 3.1% the shares currently outstanding.
The repurchase program will terminate on September 30, 2026.
Repurchases may be transacted in the open-market or in negotiated private transactions and will be conducted pursuant to a trading plan adopted in accordance with limitations set forth in Rule 10b5-1 of the Securities and Exchange Commission. The Rule 10b5-1 repurchase plan allows the Company to repurchase its shares during periods when it would normally not be active in the market due to its internal trading blackout period. The repurchase program may be suspended, terminated or modified at any time for any reason, including market conditions, the cost of repurchasing shares, the availability of alternative investment opportunities, liquidity, and other factors deemed appropriate. These factors may also affect the timing and amount of share repurchases. The repurchase program does not obligate the Company to purchase any particular number of shares.
About CB Financial Services, Inc.
CB Financial Services, Inc. is the bank holding company for Community Bank, a Pennsylvania-chartered commercial bank. Community Bank operates its branch network in southwestern Pennsylvania and West Virginia. Community Bank offers a broad array of retail and commercial lending and deposit services.
For more information about CB Financial Services, Inc. and Community Bank, visit our website at www.cb.bank.
Forward Looking Statements
This press release contains certain forward-looking statements about the stock repurchase program. Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. They often include words like “believe,” “expect,” “anticipate,” “estimate,” and “intend” or future or conditional verbs such as “will,” “would,” “should,” “could” or “may.” Certain factors that could cause actual results to differ materially from expected results include delays in completing the proposed repurchase program, changes in the interest rate environment, changes in the market price of the Company’s common stock, changes in the general economic conditions, legislative and regulatory changes that adversely affect the business of the Company and Community Bank, changes in the securities markets, and other factors disclosed in the Company’s periodic filings with the Securities and Exchange Commission.
Company Contact:
John H. Montgomery
President and Chief Executive Officer
Phone: (724) 223-8317
Investor Relations:
Diane Fitzgibbons, President
The IR Group
Phone: (206) 388-5789
Email: dianef@theIRgroup.com
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