8-K

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): December 8, 2023

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 or Rule 12b-2 of the Securities Exchange Act of 1934.   ☐

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.  ☐

Item 5.02.    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

In connection with the closing of the Transaction (as defined in Item 8.01 below), Richard Boyer resigned from his directorships at CB Financial Services, Inc. (the “Company”), Community Bank (the “Bank”) and Exchange Underwriters, Inc. (“Exchange Underwriters”), effective December 8, 2023. The Company, the Bank and Exchange Underwriters have each reduced the size of its Board of Directors to eliminate the vacancy created by his resignation.

Item 8.01.    Other Events.

On December 8, 2023, the Bank, the wholly owned subsidiary of the Company, and Exchange Underwriters, the full-service independent insurance agency subsidiary of the Bank, completed the sale of substantially all of the assets of Exchange Underwriters pursuant to the Asset Purchase Agreement with World Insurance Associates, LLC, for a purchase price of $30.5 million cash purchase price plus possible additional revenue-based earn-out payments (the “Transaction”).

On December 8, 2023, the Company issued a press release announcing the closing of the Transaction. The press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d)Exhibits.

Exhibit No.	Description
99.1.	Press Release Dated December 8, 2023
104.1.	Cover Page Interactive Data File (formatted as 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: December 8, 2023	By:	/s/ John H. Montgomery
		John H. Montgomery
		President and Chief Executive Officer

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EX-99.1

Immediate Release

CB Financial Services, Inc.

Completes Sale of Insurance Agency Subsidiary

WASHINGTON, PA., December 8, 2023 -- CB Financial Services, Inc. (“CB”) (NASDAQGM: CBFV), the holding company of Community Bank (the “Bank”), and Exchange Underwriters, Inc. (“Exchange Underwriters”), the full-service independent insurance agency subsidiary of the Bank, announced today the completion of the sale of substantially all of the assets of Exchange Underwriters pursuant to the Asset Purchase Agreement with World Insurance Associates, LLC (“World”) for a $30.5 million cash purchase price plus possible additional revenue-based earn-out payments.

Dowling Hales acted as exclusive financial advisor and Luse Gorman, PC acted as legal counsel to CB.

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.communitybank.tv.

Company Contact:

John H. Montgomery

President and Chief Executive Officer

Phone: (724) 225-2400

XML

Cover	Dec. 01, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date	Dec. 08, 2023
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