CLEARFIELD — CNB Financial Corp., the parent company of CNB Bank, announced that it has completed a private placement of $85 million aggregate principal amount of its 3.25% fixed-to-floating rate subordinated notes due 2031 (the “Notes”) to certain “qualified institutional investors,” as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), or institutional “accredited investors,” as defined in Rule 501 of Regulation D promulgated under the Securities Act.

Unless earlier redeemed, the Notes mature on June 15, 2031.

The Notes were designed to qualify as Tier 2 capital under the Federal Reserve’s capital adequacy regulations. The Corp. expects to use the net proceeds of the offering for general corporate purposes, which may include the planned redemption of the Corporation’s existing $50 million of subordinated indebtedness, in whole or in part (subject to the receipt of any applicable regulatory approvals), and support of additional loan growth.

Keefe, Bruyette & Woods, A Stifel Company, acted as lead placement agent for the offering. Boenning & Scattergood, Inc. and Janney Montgomery Scott acted as co-placement agents.

The Notes sold in the offering have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements.