Form 8-K - Current report

0001605301FALSE00016053012024-07-222024-07-22

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): July 22, 2024

			CB FINANCIAL SERVICES, INC.
			(Exact name of registrant as specified in its charter)

Commission file number: 001-36706

Pennsylvania						51-0534721
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

100 N. Market Street,

Carmichaels,

PA

15320

(Address of principal executive offices)

(Zip code)

(724)

966-5041

(Registrant’s telephone number, including area code)

			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:

Common stock, par value $0.4167 per share

CBFV

The Nasdaq Stock Market, LLC

(Title of each class)

(Trading symbol)

(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

Act.  ☐

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Item 8.01.    Other Events

On July 22, 2024, CB Financial Services, Inc. (the “Company”) authorized a program to repurchase of up to 5% of the Company’s outstanding common stock, which, based on the Company’s closing stock price on July 22, 2024, represents approximately $6.0 million of the shares of common stock currently outstanding. The repurchase program will terminate on July 25, 2025, regardless of whether all shares have been repurchased.

For additional information, reference is made to the Company’s press release dated July 22, 2024, 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

99.1    Press Release dated July 22, 2024

101    Cover Page Interactive Data File (embedded in Inline XBRL)

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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.

			CB FINANCIAL SERVICES, INC.
Date: July 22, 2024			By:			/s/ Jamie L. Prah
						Jamie L. Prah
						Executive Vice President and Chief Financial Officer

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Exhibit 99.1

2111 N. Franklin Dr.

Washington, PA 15301

www.communitybank.tv

CB FINANCIAL SERVICES, INC.

AUTHORIZES NEW STOCK REPURCHASE PROGRAM OF UP TO 5% OF OUTSTANDING COMMON STOCK

Washington, PA – July 22, 2024. CB Financial Services, Inc. (the “Company”) (NASDAQ: CBFV), the holding company for Community Bank, announced today a program to repurchase up to 5% of the Company’s outstanding shares of common stock. Based on the Company’s closing stock price on July 22, 2024, the program, if fully completed, would encompass 257,095 shares, or approximately $6.0 million of shares currently outstanding.

Repurchases will not occur until after the Company issues its earnings release for the quarter ended June 30, 2024, which the Company expects to do during the week of July 22nd. The repurchase program will terminate on July 25, 2025, regardless of whether all shares have been purchased.

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.

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Company Contact:

John H. Montgomery

President and Chief Executive Officer

Phone: [phone]

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Cover	Jul. 22, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Jul. 22, 2024
Entity Registrant Name	CB FINANCIAL SERVICES, INC.
Entity File Number	001-36706
Entity Incorporation, State or Country Code	PA
Entity Tax Identification Number	51-0534721
Entity Address, Address Line One	100 N. Market Street,
Entity Address, City or Town	Carmichaels,
Entity Address, State or Province	PA
Entity Address, Postal Zip Code	15320
City Area Code	(724)
Local Phone Number	966-5041
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock, par value $0.4167 per share
Trading Symbol	CBFV
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Central Index Key	0001605301
Amendment Flag	false

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