Filing Analysis
CB Financial Services, Inc. announced new employment agreements for its CEO, John H. Montgomery, and Senior EVP/Chief Banking Officer, Bruce Sharp, effective August 24, 2026. The filing also details a renewed Split Dollar Life Insurance Agreement for the CEO.
🚩 Red Flags
- Significant severance payouts triggered by a 'Change in Control' (3x base salary plus average bonus).
- Non-solicitation and non-competition covenants do not apply following a Change in Control.
📋 Key Facts
- New employment agreements for John H. Montgomery (CEO) and Bruce Sharp (SVP/CBO) with initial terms ending April 30, 2029.
- John H. Montgomery's annual base salary is set at $495,000 with a 20% cash bonus opportunity and a long-term equity incentive plan.
- Bruce Sharp's annual base salary is set at $294,500.
- Employment agreements include 'Change in Control' provisions that automatically extend terms by 36 months.
- Qualifying termination events (involuntary termination without cause or resignation for good reason) trigger significant severance, including 3x base salary + average bonus if occurring after a Change in Control.
- A Split Dollar Life Insurance Agreement was renewed for CEO John H. Montgomery, set to terminate on October 1, 2030.
CB Financial Services, Inc. released its financial results for the three and six months ended June 30, 2026, and declared a cash dividend of $0.28 per share.
📋 Key Facts
- Financial results for Q2 and H1 2026 were announced on July 27, 2026.
- Board of Directors declared a cash dividend of $0.28 per share.
- Dividend record date is August 14, 2026.
- Dividend payment date is on or about August 28, 2026.
CB Financial Services, Inc. reported the results of its annual meeting of stockholders held on May 20, 2026. Stockholders elected three directors, ratified the appointment of Forvis Mazars, LLP as the independent auditor, and approved executive compensation on an annual basis.
🚩 Red Flags
- Mark E. Fox received 745,970 withheld votes (approximately 24.8% of votes cast excluding broker non-votes), and David F. Pollock received 709,549 withheld votes (approximately 23.6% of votes cast excluding broker non-votes).
📋 Key Facts
- The annual meeting of stockholders was held on May 20, 2026.
- Mark E. Fox, John J. LaCarte, and David F. Pollock were elected as directors for three-year terms.
- Forvis Mazars, LLP was ratified as the independent registered public accounting firm for the fiscal year ending December 31, 2026, with 4,082,439 votes 'For'.
- Stockholders approved the advisory vote on executive compensation and voted to hold future advisory votes on executive compensation every year.
CB Financial Services, Inc. reported a material cybersecurity incident involving the unauthorized use of an AI-based software application to handle sensitive customer data. The breach included customer names, social security numbers, and dates of birth, though the company states it has not yet seen a material impact on financial operations.
🚩 Red Flags
- Exposure of highly sensitive personally identifiable information (PII) including Social Security Numbers.
- Internal control failure regarding the use of unauthorized 'shadow' AI software within a regulated financial institution.
- Potential for significant regulatory scrutiny and future litigation costs associated with data breaches.
📋 Key Facts
- The incident was discovered on May 5, 2026, and determined to be material on May 7, 2026.
- The breach involved an internal incident where an unauthorized AI-based software application was used to process non-public customer information.
- Compromised data includes customer names, social security numbers (SSNs), and dates of birth.
- No disruption occurred to the Bank's operations, payment systems, or core IT infrastructure.
- The company is currently conducting notifications to affected customers and communicating with banking regulators.
CB Financial Services, Inc. reported its Q1 2026 financial results and declared a quarterly cash dividend of $0.28 per share. The company also announced management's participation in an upcoming investor conference in May 2026.
📋 Key Facts
- Announced financial results for the quarter ended March 31, 2026, on April 22, 2026.
- Declared a quarterly cash dividend of $0.28 per share, payable on May 29, 2026, to stockholders of record as of May 15, 2026.
- CEO John H. Montgomery and CFO Amanda L. Engles will present at the D.A. Davidson 28th Annual Financial Institutions Conference in Nashville, TN, from May 4-6, 2026.
- The company furnished an investor presentation as Exhibit 99.2 for the upcoming conference.
CB Financial Services, Inc. announced its FY2025 financial results, the promotion of Amanda L. Engles to CFO with a new change in control agreement, and the declaration of a $0.28 per share cash dividend.
🚩 Red Flags
- Change in Control Agreement for the CFO includes significant severance obligations (2x salary + bonus) which can be a red flag if triggered by aggressive M&A activity.
📋 Key Facts
- Announced full-year 2025 financial results on January 27, 2026.
- Amanda L. Engles promoted from Interim CFO to permanent Chief Financial Officer effective January 21, 2026.
- New Change in Control Agreement for the CFO includes a potential severance package of 2x base salary plus average bonus if a qualifying termination occurs following a change in control.
- Board declared a cash dividend of $0.28 per share.
- Dividend record date is February 13, 2026; payment expected on or about February 27, 2026.
CB Financial Services, Inc. announced the resignation of Craig L. Kauffman from its Board of Directors and the Board of Community Bank, effective December 29, 2025. The company stated the departure was for personal reasons and not due to any disagreement regarding operations or policies.
🚩 Red Flags
- None identified; the filing explicitly states there was no disagreement regarding company operations or policies.
📋 Key Facts
- Craig L. Kauffman resigned from the Board of Directors of CB Financial Services, Inc. and its subsidiary, Community Bank.
- Effective date of resignation: December 29, 2025.
- The departure is for personal reasons and not related to any disagreement with the Company's operations, policies, or practices.
- The Company and the Bank have reduced the size of their respective Boards to eliminate the vacancy.
CB Financial Services, Inc. announced the appointment of Craig L. Kauffman to its Board of Directors and the Board of Community Bank (the company's subsidiary). The filing also includes an amendment to the company's bylaws regarding director residency requirements.
📋 Key Facts
- Craig L. Kauffman appointed to the Board of Directors effective November 20, 2025.
- Kauffman will serve on the Audit and Compliance Committees.
- The appointment includes a seat on the Board of Directors for Community Bank (the bank subsidiary).
- Bylaws Section 4.17 was amended to require directors to reside within 20 miles of an office/branch of Community Bank.
CB Financial Services, Inc. announced its quarterly financial results for the period ending September 30, 2025, and declared a cash dividend of $0.26 per share.
📋 Key Facts
- Released financial results for the three and nine months ended September 30, 2025 (Item 2.02).
- Declared a cash dividend of $0.26 per share (Item 8.01).
- Dividend record date is November 14, 2025.
- Dividend payment date is on or about November 28, 2025.
CB Financial Services, Inc. has authorized a share repurchase program of up to $5 million in its common stock. This represents approximately 3.1% of the company's total outstanding shares based on recent market pricing.
📋 Key Facts
- Authorized repurchase amount: Up to $5 million.
- Percentage of outstanding shares: Approximately 3.1%.
- Valuation basis: Closing stock price as of September 3, 2025.
- Announcement date: September 4, 2025.
CB Financial Services, Inc. announced a balance sheet repositioning strategy specifically targeting its available-for-sale (AFS) investment securities portfolio. The company issued a press release to detail these strategic shifts in its asset allocation.
🚩 Red Flags
- Repositioning of AFS securities often suggests a need to manage interest rate risk or address unrealized losses in the investment portfolio, which can impact equity/capital levels.
📋 Key Facts
- Date of event: September 2, 2025
- Action: Execution of a balance sheet repositioning strategy
- Target area: Available-for-sale (AFS) investment securities portfolio
- The filing includes an attached press release (Exhibit 99.1) providing further details on the strategy.
CB Financial Services, Inc. announced its quarterly financial results for the period ending June 30, 2025, and declared a cash dividend of $0.26 per share.
📋 Key Facts
- Announced financial results for the three and six months ended June 30, 2025 (Item 2.02).
- Declared a cash dividend of $0.26 per share (Item 8.01).
- Dividend record date: August 15, 2025; Payment date: on or about August 29, 2025.
- Management (CEO John H. Montgomery and Interim CFO Amanda Engles) to attend the Keefe, Bruyette & Woods Annual Community Bank Investor Conference in late July 2025.
CB Financial Services, Inc. announced the successful completion of its stock repurchase program on June 13, 2025. The program, which began in July 2024, involved repurchasing up to 5% of the company's outstanding common stock.
📋 Key Facts
- Completion date of stock repurchase program: June 13, 2025
- Repurchase limit: 5% of outstanding common stock
- Program commencement date: July 26, 2024
- Announcement date: June 18, 2025
CB Financial Services, Inc. held its annual meeting of stockholders on May 21, 2025. The filing reports the election of three directors and the ratification of Forvis Mazars, LLP as the independent auditor.
📋 Key Facts
- Annual meeting of stockholders held on May 21, 2025.
- Jonathan A. Bedway elected to the Board of Directors for a three-year term (2,082,576 votes 'For').
- Charles R. Guthrie elected to the Board of Directors for a three-year term (2,038,387 votes 'For').
- John H. Montgomery elected to the Board of Directors for a three-year term (2,683,568 votes 'For').
- Ratification of Forvis Mazars, LLP as independent registered public accounting firm for fiscal year ending Dec 31, 2025.
- Advisory, non-binding vote to approve executive officer compensation was approved (2,540,914 votes 'For').
CB Financial Services, Inc. announced its quarterly financial results for the period ending March 31, 2025, and declared a cash dividend of $0.25 per share.
📋 Key Facts
- Released Q1 2025 financial results (three months ended March 31, 2025) on April 23, 2025.
- Declared a cash dividend of $0.25 per share.
- Dividend record date is May 16, 2025; payment date is on or about May 30, 2025.
- CEO John H. Montgomery to present at the D.A. Davidson Financial Institutions Conference in Scottsdale, AZ (May 5-7, 2025).
CB Financial Services, Inc. announced the voluntary resignation of its CFO, Jamie L. Prah, effective February 4, 2025, and the appointment of Amanda Engles as interim CFO. Simultaneously, the company is implementing a reduction in force affecting approximately 5% of its workforce to reduce operating expenses.
🚩 Red Flags
- Sudden departure of the Chief Financial Officer (CFO).
- Significant cash severance/separation package totaling over $558k plus full vesting of restricted stock.
- Simultaneous reduction in force and CFO departure may indicate internal restructuring or financial pressure.
- One-time charge of $1.0 million expected in Q1 2025.
📋 Key Facts
- Jamie L. Prah resigned as EVP and CFO on February 4, 2025.
- The Bank will pay Mr. Prah a gross cash amount of $558,413.75 in two installments.
- Unvested restricted stock for Mr. Prah will fully vest upon resignation.
- Amanda Engles appointed as interim CFO; previously SVP – Director of Accounting at the Bank.
- Reduction in force (RIF) involving seven employees (~5% of workforce).
- One-time pre-tax charge estimated at $1.0 million in Q1 2025 due to RIF and CFO departure.
- Estimated annual pre-tax cost savings of approximately $1.5 million from operational changes.
CB Financial Services, Inc. announced its 2024 year-end financial results and declared a cash dividend of $0.25 per share.
📋 Key Facts
- Company issued press release regarding financial results for the fiscal year ended December 31, 2024.
- Board of Directors declared a cash dividend of $0.25 per share.
- Dividend record date is February 14, 2025.
- Dividend payment date is on or about February 28, 2025.
CB Financial Services, Inc. announced its quarterly financial results for the periods ended September 30, 2024, and declared a cash dividend of $0.25 per share.
📋 Key Facts
- Company issued press release regarding financial results for the three and nine months ended September 30, 2024.
- Board of Directors declared a cash dividend of $0.25 per share.
- Dividend record date is November 15, 2024.
- Dividend payment date is on or about November 29, 2024.
CB Financial Services, Inc. released its financial results for the three and six months ended June 30, 2024, and announced a cash dividend declaration.
🚩 Red Flags
- Potential clerical inconsistency: The dividend payment and record dates (May 2024) precede the report date (July 2024), which may indicate a typo in the filing text or delayed reporting of past events.
📋 Key Facts
- Released Q2 2024 financial results (three and six months ended June 30, 2024).
- Board of Directors declared a cash dividend of $0.25 per share.
- Dividend record date was May 15, 2024; payment date on or about May 31, 2024 (Note: Filing date is July 2024, suggesting potential clerical error in filing text regarding past dates).
- Company is listed on the Nasdaq Stock Market under ticker CBFV.
CB Financial Services, Inc. has authorized a share repurchase program to buy back up to 5% of its outstanding common stock. The program is valued at approximately $6.0 million and is scheduled to terminate on July 25, 2025.
📋 Key Facts
- Authorized repurchase of up to 5% of outstanding common stock.
- Total estimated value of the program: approximately $6.0 million.
- Program termination date: July 25, 2025.
- Repurchase amount based on closing price as of July 22, 2024.
CB Financial Services, Inc. held its annual meeting of stockholders on May 15, 2024. The filing reports the results of shareholder votes regarding director elections, an equity incentive plan, auditor ratification, and executive compensation.
📋 Key Facts
- Annual meeting of stockholders held on May 15, 2024.
- Three directors (Ralph Burchianti, Roberta Robinson Olejasz, and John M. Swiatek) were elected to three-year terms.
- The CB Financial Services Inc. 2024 Equity Incentive Plan was approved by shareholders.
- FORVIS, LLP was ratified as the independent registered public accounting firm for the fiscal year ending December 31, 2024.
- Shareholders held a non-binding advisory vote to approve named executive officer compensation (Say-on-Pay).
CB Financial Services, Inc. announced its quarterly financial results for the period ending March 31, 2024 and declared a cash dividend of $0.25 per share.
📋 Key Facts
- Financial results for the three months ended March 31, 2024 were released on April 26, 2024.
- Board of Directors declared a cash dividend of $0.25 per share.
- Dividend record date is May 15, 2024.
- Dividend payment date is expected on or about May 31, 2024.
CB Financial Services, Inc. announced its full-year 2023 financial results and declared a cash dividend of $0.25 per share.
📋 Key Facts
- Company issued a press release on January 31, 2024, regarding financial results for the year ended December 31, 2023.
- The Board of Directors declared a cash dividend of $0.25 per share.
- Dividend record date is February 15, 2024.
- Dividend payment date is on or about February 29, 2024.