What changed in this filing

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Item 9A. Controls and Procedures

2024-03-07 compared with 2023-03-03 · 35 added, 17 removed, 124 unchanged (30% of the section changed)

14 unchanged sentences

Based on our assessment and those criteria, management concluded that the Corporation maintained effective internal control over financial reporting as of December 31, 2023.

The effectiveness of our internal control over financial reporting as of December 31, 2022 has been audited by FORVIS, LLP (formerly known as BKD, LLP), an independent registered public accounting firm that audited the Corporation’s financial statements, as stated in their report which is located in Item 8 of this Annual Report on Form 10-K.

The effectiveness of our internal control over financial reporting as of December 31, 2023 has been audited by FORVIS, LLP, an independent registered public accounting firm that audited the Corporation’s financial statements, as stated in their report which is located in Item 8 of this Annual Report on Form 10-K.

/s/ Michael D.

4 unchanged sentences

OTHER INFORMATION

During the three months ended December 31, 2023, no director or officer of the Corporation, nor the Corporation itself, adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

37 unchanged sentences

CNB Financial Corporation 2019 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed on April 18, 2019)

Form of CNB Financial Corporation 2019 Omnibus Incentive Plan Restricted Stock Agreement

Form of CNB Financial Corporation 2019 Omnibus Incentive Plan Performance Restricted Stock Agreement

Form of CNB Financial Corporation 2019 Omnibus Incentive Plan Restricted Stock Agreement (incorporated by reference to Exhibit 10.2 to the Registrant’s Annual Report on Form 10-K filed on March 3, 2023)

Form of CNB Financial Corporation 2019 Omnibus Incentive Plan Performance Restricted Stock Agreement (incorporated by reference to Exhibit 10.3 to the Registrant’s Annual Report on Form 10-K filed on March 3, 2023)

Executive Employment Agreement dated October 24, 2019 by and among CNB Financial Corporation, CNB Bank and Joseph B.

9 unchanged sentences

Griffith (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed on September 3, 2021)

Executive Employment Agreement, dated October 22, 2021, by and between CNB Financial Corporation, CNB Bank and Michael Peduzzi (incorporated by reference to Exhibit 99.1 to the Registrant’s Current Report on Form 8-K filed on April 25, 2021)

Executive Employment Agreement, dated November 27, 2023, by and between CNB Financial Corporation, CNB Bank and Michael Peduzzi (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on November 30, 2023)

Executive Employment Contract, dated October 7, 2015, by and between CNB Bank and Leanne D.

Kassab (incorporated by reference to Exhibit 10.10 to the Registrant’s Annual Report on Form 10-K filed on March 3, 2023)

Executive Salary Continuation Plan Agreement, by and between CNB Bank and Joseph B.

Bower, Jr., amended and restated, effective as of January 1, 2013

Bower, Jr., amended and restated, effective as of January 1, 2013 (incorporated by reference to Exhibit 10.11 to the Registrant’s Annual Report on Form 10-K filed on March 3, 2023)

Executive Salary Continuation Plan Agreement, by and between CNB Bank and Richard L.

Greslick, Jr., effective as of January 1, 2013

Greslick, Jr., effective as of January 1, 2013 (incorporated by reference to Exhibit 10.12 to the Registrant’s Annual Report on Form 10-K filed on March 3, 2023)

Supplemental Executive Retirement Plan for Michael D.

Peduzzi, effective as of January 1, 2022

Peduzzi, effective as of January 1, 2022 (incorporated by reference to Exhibit 10.13 to the Registrant’s Annual Report on Form 10-K filed on March 3, 2023)

Form of Subordinated Note Purchase Agreement, dated June 3, 2021, by and among CNB Financial Corporation and the Purchasers identified therein (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on June 3, 2021)

Defined Contribution Plan for Tito L.

Lima, effective as of January 2, 2022 (incorporated by reference to Exhibit 10.1 to the Registration’s Current Report on Form 8-K filed on January 4, 2022)

Defined Contribution Plan for Leanne Kassab, effective as of January 1, 2022

Executive Deferred Compensation Plan, amended and restated, effective as of January 1, 2005

Lima, effective as of January 2, 2022 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on January 4, 2022)

Defined Contribution Plan for Leanne Kassab, effective as of January 1, 2022 (incorporated by reference to Exhibit 10.16 to the Registrant’s Annual Report on Form 10-K filed on March 3, 2023)

Executive Deferred Compensation Plan, amended and restated, effective as of January 1, 2005 (incorporated by reference to Exhibit 10.17 to the Registrant’s Annual Report on Form 10-K filed on March 3, 2023)

Executive Deferred Compensation Plan Amendment No.

1, dated as of January 19, 2015

List of subsidiaries of CNB Financial Corporation, filed herewith

1, dated as of January 19, 2015 (incorporated by reference to Exhibit 10.18 to the Registrant’s Annual Report on Form 10-K filed on March 3, 2023)

Amendment No.

1 to Defined Contribution Plan for Tito L.

Lima (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on October 2, 2023)

Amendment No.

1 to Defined Contribution Plan for Leanne Kassab (incorporated by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K filed on October 2, 2023)

Amendment No.

1 to Supplemental Executive Retirement Plan (incorporated by reference to Exhibit 10.6 to the Registrant’s Current Report on Form 8-K filed on October 2, 2023)

Schedule A to Supplemental Executive Retirement Plan for Michael D.

Peduzzi (incorporated by reference to Exhibit 10.7 to the Registrant’s Current Report on Form 8-K filed on October 2, 2023)

Schedule A to Supplemental Executive Retirement Plan for Tito L.

Lima (incorporated by reference to Exhibit 10.8 to the Registrant’s Current Report on Form 8-K filed on October 2, 2023)

Schedule A to Supplemental Executive Retirement Plan for Leanne Kassab (incorporated by reference to Exhibit 10.9 to the Registrant’s Current Report on Form 8-K filed on October 2, 2023)

Schedule A to Supplemental Executive Retirement Plan for Martin Griffith (incorporated by reference to Exhibit 10.10 to the Registrant’s Current Report on Form 8-K filed on October 2, 2023)

Amendment No.

1 to Executive Salary Continuation Plan Agreement for Richard L.

Greslick (incorporated by reference to Exhibit 10.12 to the Registrant’s Current Report on Form 8-K filed on October 2, 2023)

List of subsidiaries of CNB Financial Corporation (incorporated by reference to Exhibit 21 to the Registrant’s Annual Report on Form 10-K filed on March 3, 2023)

Consent of FORVIS, LLP

6 unchanged sentences

1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Policy Relating to Recovery of Erroneously Awarded Compensation

101.INS Inline XBRL Instance Document

14 unchanged sentences

/s/ Michael D.

Peduzzi /s/ Peter F.

PEDUZZI PETER F.

SMITH, Chairman

Peduzzi /s/ Jeffrey S.

PEDUZZI JEFFREY S.

POWELL, Chairperson

President and Director

18 unchanged sentences

DEBORAH DICK PONTZER, Director

/s/ Jeffrey S.

POWELL, Director

SMITH, Director

/s/ Nicholas N.

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures