CNB FINANCIAL CORPPA

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. )

Check the appropriate box:

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):

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 of CNB FINANCIAL CORPORATION will be held virtually only via a live webcast exclusively athttp://www.viewproxy.com/CNBFinancial/2024/vm. Please register in advance of the virtual meeting by visitingwww.viewproxy.com/CNBFinancial/2024. For procedures on attending the virtual meeting, please refer to the section titled “About the Meeting” beginning on page 1. The virtual meeting will be held on Tuesday, April 16, 2024, beginning at 2:00 p.m. (EDT) for the following purposes:

1. ELECTION OF DIRECTORS: To elect the four Class 3 directors to serve until the Annual Meeting in the year 2027 or until their respective successors are elected.

2. CHARTER AMENDMENT: To amend our Amended and Restated Articles of Incorporation (the “Articles of Incorporation”) to grant the Corporation’s Board of Directors the concurrent right to amend the CNB Financial Corporation Bylaws (the “Bylaws”) (the “Charter Amendment”).

3. SAY-ON-PAY VOTE: To vote on a non-binding advisory resolution on the compensation program for 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).

4. RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM: To ratify the appointment of FORVIS, LLP as our independent registered public accounting firm for the year ending December 31, 2024.

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 20, 2024, as the record date for the determination of shareholders entitled to notice of and to vote at the 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 Annual Report on Form 10-K for the year ended December 31, 2023; (ii) the 2023 CNB Financial Corporation Annual Report; and (iii) the Proxy Statement and form of proxy for the meeting.

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 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 RECOMMENDS A VOTE “FOR” EACH OF PROPOSALS ONE, TWO, THREE AND FOUR 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 VIRTUAL ANNUAL MEETING.

By Order of the Board,

Richard L. Greslick, Jr., Secretary

Clearfield, Pennsylvania

March 8, 2024

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be held virtually only on April 16, 2024. This Proxy Statement, along with our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, and our separate 2023 CNB Financial Corporation Annual Report document 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).

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