CLEARFIELD, Pa., April 14, 2025 (GLOBE NEWSWIRE) — CNB Financial Corporation (“Corporation”) (NASDAQ: CCNE), the parent company of CNB Bank, today announced its earnings for the three months ended March 31, 2025.

Executive Summary

  • Net income available to common shareholders (“earnings”) was $10.4 million, or $0.50 per diluted share, for the three months ended March 31, 2025. Excluding after-tax merger costs, earnings were $11.9 million, or $0.57 per diluted share, for the three months ended March 31, 2025, reflecting decreases of $2.1 million, or 14.98%, and $0.09 per diluted share, or 13.64% compared to earnings of $14.0 million, or $0.66 per diluted share, for the three months ended December 31, 2024.1 The quarterly decrease was a result of a decrease in net interest income and non-interest income and an increase in non-interest expense, partially offset by a decrease in the provision for credit losses, as discussed in more detail below. Excluding after-tax merger costs in the first quarter 2025, earnings and diluted earnings per share when compared to earnings of $11.5 million, or $0.55 per diluted share, in the quarter ended March 31, 2024, increased $368 thousand, or 3.19%, and $0.02 per diluted share, or 3.64%, due to an increase in net interest income, partially offset by increases in non-interest expense and the provision for credit losses, coupled with a decrease in non-interest income.1
  • At March 31, 2025, loans totaled $4.5 billion excluding the balances of syndicated loans. This total of $4.5 billion in loans represented a quarterly increase of $11.7 million, or 0.26% (1.05% annualized), compared to December 31, 2024, and a year-over-year increase of $188.1 million, or 4.32%, compared to March 31, 2024. The increase in loans for the quarter ended March 31, 2025 compared to the quarter ended December 31, 2024 was primarily driven by growth in the BankOnBuffalo, Ridge View Bank and the legacy CNB markets. The year-over-year growth in loans as of March 31, 2025 compared to loans as of March 31, 2024 resulted primarily from growth in commercial and industrial loans in the ERIEBANK and Ridge View Bank markets, and growth in commercial real estate loans in the BankOnBuffalo market, ERIEBANK (primarily Cleveland, OH) and Ridge View Bank. Additional growth occurred in residential real estate loans in the Ridge View Bank and BankOnBuffalo markets and CNB Bank’s Private Banking division.
     
    • At March 31, 2025, the syndicated loan portfolio totaled $69.2 million, or 1.50% of total loans, compared to $79.9 million, or 1.73% of total loans, at December 31, 2024 and $78.7 million, or 1.78% of total loans, at March 31, 2024. The decreases in syndicated lending balances of $10.7 million compared to December 31, 2024 and $9.5 million compared to March 31, 2024 were the result of scheduled paydowns or early payoffs of certain syndicated loans. The Corporation closely manages the level and composition of its syndicated loan portfolio to ensure it continues to provide a high credit quality, profitable use of excess liquidity to complement the Corporation’s loan growth from its in-market customer relationships.
  • At March 31, 2025, total deposits were $5.5 billion, reflecting a quarterly increase of $88.7 million, or 1.65% (6.70% annualized), compared to December 31, 2024, and a year-over-year increase of $422.5 million, or 8.39%, compared to total deposits measured as of March 31, 2024. The increase in deposit balances compared to December 31, 2024 was driven by higher retail and municipal deposits, coupled with growth in retail time deposits. Additional deposit and liquidity profile details were as follows:
     
    • At March 31, 2025, the total estimated uninsured deposits for CNB Bank were approximately $1.6 billion, or approximately 27.94% of total CNB Bank deposits. However, when excluding $101.9 million of affiliate company deposits and $481.2 million of pledged-investment collateralized deposits, the adjusted amount and percentage of total estimated uninsured deposits was approximately $971.1 million, or approximately 17.46% of total CNB Bank deposits as of March 31, 2025.
       
      • The level of adjusted uninsured deposits at March 31, 2025 remained relatively unchanged, compared to the level at December 31, 2024, when the total estimated uninsured deposits for CNB Bank were approximately $1.5 billion, or approximately 27.71% of total CNB Bank deposits. Excluding $101.9 million of affiliate company deposits and $429.0 million of pledged-investment collateralized deposits, the adjusted amount and percentage of total estimated uninsured deposits were approximately $986.0 million, or approximately 18.01% of total CNB Bank deposits as of December 31, 2024.
         
    • At March 31, 2025, the average deposit balance per account for CNB Bank was approximately $34 thousand, which has remained stable at this level for an extended period.
       
    • At March 31, 2025, the Corporation had $447.1 million of cash equivalents held in CNB Bank’s interest-bearing deposit account at the Federal Reserve. These excess funds, when combined with collective contingent liquidity resources of $4.7 billion including (i) available borrowing capacity from the Federal Home Bank of Pittsburgh (“FHLB”) and the Federal Reserve, and (ii) available unused commitments from brokered deposit sources and other third-party funding channels, including previously established lines of credit from correspondent banks, resulted in the total available liquidity sources for the Corporation as of March 31, 2025 to be approximately 5.3 times the estimated amount of adjusted uninsured deposit balances discussed above.
       
  • At March 31, 2025, December 31, 2024, and March 31, 2024, the Corporation had no outstanding short-term borrowings from the FHLB or the Federal Reserve’s Discount Window. 
  • At March 31, 2025, the Corporation’s pre-tax net unrealized losses on available-for-sale and held-to-maturity securities totaled $61.7 million, or 9.88% of total shareholders’ equity, compared to $74.8 million, or 12.25% of total shareholders’ equity, at December 31, 2024 and $85.0 million, or 14.69% of total shareholders’ equity, at March 31, 2024. The change in unrealized losses during the first quarter 2025 was primarily due to changes in the yield curve compared to the fourth quarter of 2024 and first quarter of 2024, coupled with the Corporation’s scheduled bond maturities, which were all realized at par. Importantly, all regulatory capital ratios for the Corporation would still exceed regulatory “well-capitalized” levels as of March 31, 2025, December 31, 2024, and March 31, 2024 if the net unrealized losses at the respective dates were fully recognized. Additionally, the Corporation continued to maintain excess liquidity at its holding company totaling approximately $100.7 million of liquid funds at March 31, 2025, which more than covers the $61.7 million in combined available-for-sale and held-to-maturity unrealized losses on investments held primarily in its wholly-owned banking subsidiary, as an immediately available source of contingent capital to be down-streamed to CNB Bank, if necessary. 
  • Total nonperforming assets were approximately $56.1 million, or 0.89% of total assets, as of March 31, 2025, compared to $59.5 million, or 0.96% of total assets, as of December 31, 2024, and $30.7 million, or 0.53% of total assets, as of March 31, 2024. The decrease in nonperforming assets for the three months ended March 31, 2025, compared to the three months ended December 31, 2024 was primarily due to paydowns to nonaccrual loans, charge-offs, and the sale of an other real estate owned property. The increase in non-performing assets at March 31, 2025 compared to March 31, 2024 was due to a commercial multifamily relationship totaling $20.3 million with a specific reserve balance of $885 thousand. Management does not believe there is a risk of significant additional loss exposure beyond the specific reserves related to this loan relationship and is actively working with the borrower and their real estate broker to facilitate the sale of the property. Other nonperforming assets contributing to the year-over-year increase include certain commercial and industrial and owner-occupied commercial real estate relationships as previously disclosed in the second quarter of 2024 and a commercial relationship (consisting of various loan types) in the third quarter of 2024. For the three months ended March 31, 2025, net loan charge-offs were $1.4 million, or 0.13% (annualized) of average total loans and loans held for sale, compared to $2.1 million, or 0.19% (annualized) of average total loans and loans held for sale, during the three months ended December 31, 2024, and $1.3 million, or 0.12% (annualized) of average total loans and loans held for sale, during the three months ended March 31, 2024. The fourth quarter of 2024 included net loan charge-offs related to (i) an owner-occupied commercial real estate relationship with a charge-off of $750 thousand (remaining balance of approximately $3.8 million with specific reserves of $1.4 million), and (ii) a nonowner-occupied commercial real estate relationship for $625 thousand (no remaining balance). 
  • Pre-provision net revenue (“PPNR”), a non-GAAP measure, was $15.9 million for the three months ended March 31, 2025.1 Excluding after-tax merger costs, PPNR was $17.4 million for the three months ended March 31, 2025, compared to $21.6 million and $16.8 million for the three months ended December 31, 2024 and March 31, 2024, respectively.1 The first quarter 2025 PPNR, excluding after-tax merger costs, when compared to the fourth quarter of 2024, reflected decreases in net interest income, non-interest income and an increase in non-interest expense. The increase in PPNR for the three months ended March 31, 2025, compared to the three months ended March 31, 2024 was primarily attributable to higher net interest income, partially offset by an increase in non-interest expenses.

1 This release contains references to certain financial measures that are not defined by U.S. Generally Accepted Accounting Principles (“GAAP”). Management believes that these non-GAAP measures provide a greater understanding of ongoing operations, enhance comparability of results of operations with prior periods and show the effects of significant gains and charges in the periods presented. A reconciliation of these non-GAAP financial measures is provided in the “Reconciliation of Non-GAAP Financial Measures” section.

Michael Peduzzi, President and CEO of both the Corporation and CNB Bank, stated, “Our first quarter performance reflects sound growth in both deposits and loans since year-end 2024. The net amount of loan growth was somewhat muted by some large unscheduled commercial loan payoffs that occurred early in the quarter and impacted our net interest income. This was evidenced by the quarterly average balance of total loans being less than both the quarter’s beginning and ending total loan balances. Favorably, we saw continued commercial loan growth and demand as we ended the quarter with both existing relationships and new prospects. Also, during the quarter, we continued to realize deposit growth based primarily in expanded Treasury Management relationships, as evidenced by favorable growth in our noninterest-bearing deposits. Concurrently, we reduced our cost of interest-bearing liabilities by 10 basis points to now being below three percent, as we continue to implement strategic reductions in deposit rates across our footprint. These fundamentals of well-priced and steadily growing loans and deposits position us well in our primary spread management business moving forward. Though we had some cyclical increases in noninterest elements, including base salaries and certain technology expenses with annual contract cost increases, and as we will have some additional non-recurring merger related costs as we pursue the regulatory and shareholder approval processes associated with our intended acquisition of ESSA Bancorp, Inc. and its subsidiary, ESSA Bank and Trust, we continue to focus on tightly managing the Corporation’s core overhead as we look to realize both positive operating leverage and improved efficiencies from economies of scale as we continue to expand the franchise. Additionally, we remain focused on growing our assets under management to realize more steady and sustainable growth in fee-based revenues from our wealth and asset management businesses.”

Other Balance Sheet Highlights

  • Book value per common share was $27.01 at March 31, 2025. Excluding after-tax merger costs, book value per common share was $27.08, reflecting an increase from $26.34 at December 31, 2024 and $24.77 at March 31, 2024.1 Tangible book value per common share, a non-GAAP measure, was $24.91 as of March 31, 2025. Excluding after-tax merger costs, tangible book value per common share, a non-GAAP measure, was $24.98, reflecting an increase of $0.74, or 12.38% (annualized) from $24.24 as of December 31, 2024 and a year-over-year increase of $2.31, or 10.19%, from $22.67 as of March 31, 2024.1 The increases in book value per common share and tangible book value per common share, excluding after-tax merger costs, from December 31, 2024 to March 31, 2025 were primarily due to a $8.1 million increase in retained earnings, coupled with a $7.1 million decrease in accumulated other comprehensive loss primarily from the after-tax impact of temporary unrealized valuation changes in the Corporation’s available-for-sale investment portfolio for the first quarter of 2025. The increases in book value per common share and tangible book value per common share, excluding after-tax merger costs, from March 31, 2024 to March 31, 2025 were primarily due to a $35.6 million increase in retained earnings over the twelve months ended March 31, 2025 coupled with a $10.7 million decrease in accumulated other comprehensive loss primarily from the after-tax impact of temporary unrealized valuation changes in the Corporation’s available-for-sale investment portfolio for the past twelve months.

Loan Portfolio Profile

  • As part of its lending policy and risk management activities, the Corporation tracks lending exposure by industry classification and type to determine potential risks associated with industry concentrations, and to identify any concentration risk issues that could lead to additional credit loss exposure. An important and recurring part of this process involves the Corporation’s continued measurement and evaluation of its exposure to the office, hospitality, and multifamily industries within its commercial real estate portfolio. Even given the Corporation’s historically sound underwriting protocols and high credit quality standards for borrowers in the commercial real estate industry segments, the Corporation monitors numerous relevant sensitivity elements, including occupancy, loan-to-value, absorption and cap rates, debt service coverage and covenant compliance, and developer/lessor financial strength both in the project and globally. At March 31, 2025, the Corporation had the following key metrics related to its office, hospitality and multifamily portfolios:
     
    • Commercial office loans:
      • There were 112 outstanding loans, totaling $109.2 million, or 2.37% of total Corporation loans outstanding;
      • There were no nonaccrual commercial office loans;
      • There were two past due commercial office loans that totaled $216 thousand, or 0.20% of total commercial office loans outstanding; and
      • The average outstanding balance per commercial office loan was $975 thousand.
         
    • Commercial hospitality loans:
      • There were 162 outstanding loans, totaling $323.1 million, or 7.01% of total Corporation loans outstanding;
      • There were no nonaccrual commercial hospitality loans;
      • There was one past due commercial hospitality loan that totaled $157 thousand, or 0.05% of total commercial hospitality loans outstanding; and
      • The average outstanding balance per commercial hospitality loan was $2.0 million.
         
    • Commercial multifamily loans:
      • There were 227 outstanding loans, totaling $373.4 million, or 8.10% of total Corporation loans outstanding;
      • There were two nonaccrual commercial multifamily loans that totaled $20.5 million, or 5.50% of total multifamily loans outstanding. As previously discussed, one customer relationship did have a specific reserve of $885 thousand, while the other customer relationship did not have a related specific loss reserve;
      • There were two past due commercial multifamily loans that totaled $20.5 million, or 5.50% of total commercial multifamily loans outstanding (included in nonaccrual loans disclosed above); and
      • The average outstanding balance per commercial multifamily loan was $1.6 million.

The Corporation had no commercial office, hospitality or multifamily loan relationships considered by the banking regulators to be high volatility commercial real estate (“HVCRE”) credits.

Performance Ratios

  • Annualized return on average equity was 7.52% for the three months ended March 31, 2025. Excluding after-tax merger costs, annualized return on average equity was 8.49% for the three months ended March 31, 2025, compared to 9.79% and 8.79% for the three months ended December 31, 2024 and March 31, 2024, respectively.1
  • Annualized return on average tangible common equity, a non-GAAP measure, was 8.15% for the three months ended March 31, 2025. Excluding after-tax merger costs, annualized return on average tangible common equity was 9.32% for the three months ended March 31, 2025, compared to 10.90% and 9.77% for the three months ended December 31, 2024 and March 31, 2024, respectively.1
  • The Corporation’s efficiency ratio was 72.07% for the three months ended March 31, 2025, and 71.28% on a fully tax-equivalent basis, a non-GAAP measure.1 Excluding merger costs, the efficiency ratio on a fully tax-equivalent basis, a non-GAAP measure, was 68.62%, compared to 63.02% and 68.29% for the three months ended December 31, 2024 and March 31, 2024, respectively.1 The quarter-over-quarter increase was primarily driven by lower net interest income and non-interest income and increased non-interest expense, as further discussed below. The year-over-year increase was primarily driven by higher non-interest expense, partially offset by an increase in net interest income.

Revenue

  • Total revenue (net interest income plus non-interest income) was $56.9 million for the three months ended March 31, 2025, an increase when compared to $59.4 million and $54.2 million for the three months ended December 31, 2024 and March 31, 2024, respectively.
     
    • Net interest income was $48.4 million for the three months ended March 31, 2025, compared to $49.0 million and $45.2 million for the three months ended December 31, 2024 and March 31, 2024, respectively. When comparing the first quarter of 2025 to the fourth quarter of 2024, the decrease in net interest income of $613 thousand, or 1.25% (5.07% annualized), was primarily due to lower loan yields on variable and floating-rate loans following the three Federal Reserve rate decreases totaling 100 basis points since mid-September 2024, coupled with changes in the yield curve, partially offset by targeted interest-bearing deposit rate decreases.
    • Net interest margin was 3.38%, 3.44% and 3.40% for the three months ended March 31, 2025, December 31, 2024 and March 31, 2024, respectively. Net interest margin on a fully tax-equivalent basis, a non-GAAP measure, was 3.37%, 3.43% and 3.38% for the three months ended March 31, 2025, December 31, 2024 and March 31, 2024, respectively.1
       
      • The yield on earning assets of 5.73% for the three months ended March 31, 2025 decreased 11 basis points from December 31, 2024 and 8 basis points from March 31, 2024. The decrease in yield compared to December 31, 2024 was attributable to the net impact of declining interest rates on variable and floating-rate loans as a result of the Federal Reserve decreases since mid-September 2024, coupled with changes in the yield curve.
      • The cost of interest-bearing liabilities was 2.93% for the three months ended March 31, 2025, representing a decrease of 10 basis points from both December 31, 2024 and March 31, 2024. The decrease in the cost of interest-bearing liabilities is primarily the result of the Corporation’s targeted interest-bearing deposit rate decreases in response to the Federal Reserve rate decreases since mid-September 2024.
  • Total non-interest income was $8.5 million for the three months ended March 31, 2025 compared to $10.3 million and $9.0 million for the three months ended December 31, 2024 and March 31, 2024, respectively. The quarter-over-quarter decrease was primarily attributable to lower pass-through income from small business investment companies (“SBICs”), increases in unrealized losses on equity securities, and a decrease in wealth and asset management fees. The decrease year-over-year in non-interest income was primarily due to increases in unrealized losses on equity securities and lower mortgage banking income, partially offset by higher pass-through income from SBICs.

Non-Interest Expense

  • For the three months ended March 31, 2025 total non-interest expense was $41.0 million. Excluding merger costs, total non-interest expense was $39.5 million, compared to $37.8 million and $37.4 million for the three months ended December 31, 2024 and March 31, 2024, respectively. Excluding merger costs, the increase of $1.7 million, or 4.51%, from the three months ended December 31, 2024, was primarily driven by an increase in salaries and benefits, due to higher incentive compensation accruals, coupled with the timing of retirement plan contribution accruals, and higher supplemental executive retirement plan (“SERP”) accruals. Notably, SERP expenses were lower in the fourth quarter due to a reduction related to the departure of an executive, as previously disclosed. Excluding merger costs, the $2.1 million increase in non-interest expense compared to the three months ended March 31, 2024 was primarily driven by higher salaries and benefits, reflecting increased incentive compensation accruals and higher health insurance costs. Additionally, technology expense increased, primarily due to higher core processing charges associated with growth. These increases were partially offset by a decline in legal expenses.

Income Taxes

  • Income tax expense for the three months ended March 31, 2025 was $2.9 million, representing a 19.96% effective tax rate, compared to $3.6 million, representing a 19.14% effective tax rate, for the three months ended December 31, 2024 and $2.8 million, representing an 18.36% effective tax rate, for the three months ended March 31, 2024. The effective tax rate for the first quarter of 2025 was impacted by non-deductible merger costs totaling $1.3 million.

Asset Quality

  • Total nonperforming assets were approximately $56.1 million, or 0.89% of total assets, as of March 31, 2025, compared to $59.5 million, or 0.96% of total assets, as of December 31, 2024, and $30.7 million, or 0.53% of total assets, as of March 31, 2024, as discussed in more detail above.
  • The allowance for credit losses measured as a percentage of total loans was 1.03% as of March 31, 2025, compared to 1.03% remaining consistent with the allowance for credit losses as a percentage of total loans as of as of December 31, 2024, and 1.03% as of March 31, 2024. In addition, the allowance for credit losses as a percentage of nonaccrual loans was 87.57% as of March 31, 2025, compared to 84.08% and 159.41% as of December 31, 2024 and March 31, 2024, respectively. The change in the allowance for credit losses as a percentage of nonaccrual loans was primarily attributable to the levels of nonperforming assets, as discussed in more detail above.
  • The provision for credit losses was $1.6 million for the three months ended March 31, 2025, compared to $2.9 million and $1.3 million for the three months ended December 31, 2024 and March 31, 2024, respectively. The $1.4 million decrease in the provision expense for the first quarter of 2025 compared to the fourth quarter of 2024 was primarily a result of decreased net loan charge-offs in the first quarter of 2025. The $236 thousand increase in the provision expense for the three months ended March 31, 2025 compared to the three months ended March 31, 2024 was primarily due to higher net loan charge-offs in the first quarter of 2025 compared to the first quarter of 2024, coupled with an additional reserve for unfunded commitments. 
  • As discussed in more detail above, for the three months ended March 31, 2025, net loan charge-offs were $1.4 million, or 0.13% (annualized) of average total loans and loans held for sale, compared to $2.1 million, or 0.19% (annualized) of average total loans and loans held for sale, during the three months ended December 31, 2024, and $1.3 million, or 0.12% (annualized) of average total loans and loans held for sale, during the three months ended March 31, 2024.

Capital

  • As of March 31, 2025, the Corporation’s total shareholders’ equity was $624.5 million, representing an increase of $13.8 million, or 2.26% (9.17% annualized), from December 31, 2024 and an increase of $45.9 million, or 7.93%, from March 31, 2024. The changes resulted from an increase in the Corporation’s retained earnings (net income, partially offset by the common and preferred stock dividends paid) and a decrease in accumulated other comprehensive loss primarily from the after-tax impact of temporary unrealized valuation changes in the Corporation’s available-for-sale investment portfolio.
  • Regulatory capital ratios for the Corporation continue to exceed regulatory “well-capitalized” levels as of March 31, 2025, consistent with prior periods.
  • As of March 31, 2025, the Corporation’s ratio of common shareholders’ equity to total assets was 9.00% compared to 8.93% at December 31, 2024 and 8.98% at March 31, 2024. As of March 31, 2025, the Corporation’s ratio of tangible common equity to tangible assets, a non-GAAP measure, was 8.36%. Excluding after-tax merger costs, the Corporation’s ratio of tangible common equity to tangible assets, a non-GAAP measure, was 8.38% compared to 8.28% at December 31, 2024 and 8.28% at March 31, 2024.1 The increase in the March 31, 2025 ratio of tangible common equity to tangible assets compared to December 31, 2024 was primarily the result of a decrease in accumulated other comprehensive loss, coupled with an increase in retained earnings, as discussed above.1

Recent Events

  • On January 10, 2025, the Corporation announced that the Corporation and CNB Bank entered into a definitive merger agreement (the “Merger Agreement”) with with ESSA Bancorp, Inc. (“ESSA”) and ESSA Bank and Trust in an all-stock transaction. Under the terms of the Merger Agreement, each outstanding share of ESSA common stock will be converted into the right to receive 0.8547 shares of the Corporation’s common stock. The transaction is currently expected to close in the third quarter of 2025, subject to customary closing conditions, including the receipt of regulatory approvals, and approval by the shareholders of ESSA and the Corporation.

About CNB Financial Corporation

CNB Financial Corporation is a financial holding company with consolidated assets of approximately $6.3 billion. CNB Financial Corporation conducts business primarily through its principal subsidiary, CNB Bank. CNB Bank is a full-service bank engaging in a full range of banking activities and services, including trust and wealth management services, for individual, business, governmental, and institutional customers. CNB Bank operations include a private banking division, one loan production office, one drive-up office, one mobile office, and 56 full-service offices in Pennsylvania, Ohio, New York, and Virginia. CNB Bank, headquartered in Clearfield, Pennsylvania, with offices in Central and North Central Pennsylvania, serves as the multi-brand parent to various divisions. These divisions include ERIEBANK, based in Erie, Pennsylvania, with offices in Northwest Pennsylvania and Northeast Ohio; FCBank, based in Worthington, Ohio, with offices in Central Ohio; BankOnBuffalo, based in Buffalo, New York, with offices in Western New York; Ridge View Bank, based in Roanoke, Virginia, with offices in the Southwest Virginia region; and Impressia Bank, a division focused on banking opportunities for women, which operates in CNB Bank’s primary market areas. Additional information about CNB Financial Corporation may be found at www.CNBBank.bank.

Forward-Looking Statements

This press release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, with respect to the Corporation’s financial condition, liquidity, results of operations, future performance and business. These forward-looking statements are intended to be covered by the safe harbor for “forward-looking statements” provided by the Private Securities Litigation Reform Act of 1995. Forward-looking statements are those that are not historical facts. Forward-looking statements include statements with respect to beliefs, plans, objectives, goals, expectations, anticipations, estimates and intentions that are subject to significant risks and uncertainties and are subject to change based on various factors (some of which are beyond the Corporation’s control). Forward-looking statements often include the words “believes,” “expects,” “anticipates,” “estimates,” “forecasts,” “intends,” “plans,” “targets,” “potentially,” “probably,” “projects,” “outlook” or similar expressions or future conditional verbs such as “may,” “will,” “should,” “would” and “could.” The Corporation’s actual results may differ materially from those contemplated by the forward-looking statements, which are neither statements of historical fact nor guarantees or assurances of future performance. Such known and unknown risks, uncertainties and other factors that could cause the actual results to differ materially from the statements, include, but are not limited to, (i) adverse changes or conditions in capital and financial markets, including actual or potential stresses in the banking industry; (ii) changes in interest rates; (iii) the credit risks of lending activities, including our ability to estimate credit losses and the allowance for credit losses, as well as the effects of changes in the level of, and trends in, loan delinquencies and write-offs; (iv) effectiveness of our data security controls in the face of cyber attacks and any reputational risks following a cybersecurity incident; (v) changes in general business, industry or economic conditions or competition; (vi) changes in any applicable law, rule, regulation, policy, guideline or practice governing or affecting financial holding companies and their subsidiaries or with respect to tax or accounting principles or otherwise; (vii) governmental approvals of the Corporation’s pending merger with ESSA may not be obtained, or adverse regulatory conditions may be imposed in connection with governmental approvals of the merger; (viii) the Corporation’s shareholders and/or the shareholders of ESSA may fail to approve the merger; (ix) higher than expected costs or other difficulties related to integration of combined or merged businesses; (x) the effects of business combinations and other acquisition transactions, including the inability to realize our loan and investment portfolios; (xi) changes in the quality or composition of our loan and investment portfolios; (xii) adequacy of loan loss reserves; (xiii) increased competition; (xiv) loss of certain key officers; (xv) deposit attrition; (xvi) rapidly changing technology; (xvii) unanticipated regulatory or judicial proceedings and liabilities and other costs; (xviii) changes in the cost of funds, demand for loan products or demand for financial services; and (xix) other economic, competitive, governmental or technological factors affecting our operations, markets, products, services and prices. Such developments could have an adverse impact on the Corporation’s financial position and results of operations. For more information about factors that could cause actual results to differ from those discussed in the forward-looking statements, please refer to the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of and the forward-looking statement disclaimers in the Corporation’s annual and quarterly reports filed with the Securities and Exchange Commission.

The forward-looking statements are based upon management’s beliefs and assumptions and are made as of the date of this press release. Factors or events that could cause the Corporation’s actual results to differ may emerge from time to time, and it is not possible for the Corporation to predict all of them. The Corporation undertakes no obligation to publicly update or revise any forward-looking statements included in this press release or to update the reasons why actual results could differ from those contained in such statements, whether as a result of new information, future events or otherwise, except to the extent required by law. In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this press release might not occur and you should not put undue reliance on any forward-looking statements.