CLEARFIELD, Pa., Jan. 27, 2026 (GLOBE NEWSWIRE) — CNB Financial Corporation (“Corporation”) (NASDAQ: CCNE), the parent company of CNB Bank, today announced its earnings for the three and twelve months ended December 31, 2025.

Key Financial Trends

  • Earnings – Net income available to common shareholders (“earnings”) was $32.6 million, or $1.10 per diluted share, for the three months ended December 31, 2025, compared to $6.0 million, or $0.22 per diluted share, for the three months ended September 30, 2025, and $14.0 million, or $0.66 per diluted share, for the three months ended December 31, 2024.
    • Excluding after-tax merger and integration costs (“merger transaction related expenses”) related to the Corporation’s acquisition of ESSA Bancorp, Inc. (“ESSA”) and the impacts of the adjustment to the provision for credit losses with the Corporation’s adoption of Accounting Standard Update (“ASU”) 2025-08, Financial Instruments – Credit Losses (Topic 326): Purchased Loans (“provision adjustment related to adoption of ASU 2025-08″), as discussed in further detail below, adjusted earnings for the three months ended December 31, 2025, a non-GAAP measure, were $25.8 million, or $0.87 per diluted share.1 This represents an increase of $3.3 million, or 14.74%, and $0.05 per diluted share, or 6.10%, compared to adjusted earnings of $22.5 million, or $0.82 per diluted share, for the three months ended September 30, 2025.1
  • Loans – Excluding $70.8 million of syndicated loan balances, loans were $6.4 billion as of December 31, 2025. Organic loan growth for the quarter was $26.6 million, or 0.42% (1.65% annualized), compared to September 30, 2025.1 Organic loan growth for the full year of 2025, excluding loans acquired from the ESSA transaction in July 2025, was $218.8 million or an increase of 4.83% compared to December 31, 2024.
  • Deposits – At December 31, 2025, total deposits were $7.0 billion. Including $88.1 million in deposits classified as held for sale, organic deposit growth for the quarter totaled $122.1 million, or 2.21% (8.75% annualized), compared to September 30, 2025.1 Organic deposit growth for the full year of 2025, excluding deposits assumed from the ESSA transaction in July 2025, was $288.1 million or an increase of 5.36% compared to December 31, 2024.
  • Net Interest Margin – Net interest margin was 3.84% for the three months ended December 31, 2025, compared to 3.69% for the three months ended September 30, 2025. Net interest margin on a fully tax-equivalent basis, a non-GAAP measure, was 3.84% and 3.69%, for the three months ended December 31, 2025 and September 30, 2025, respectively.1 Included in net interest margin on a fully tax-equivalent basis was $3.2 million and $3.4 million of purchase accounting loan accretion for the three months ended December 31, 2025 and September 30, 2025, respectively.
  • Credit Quality – Total nonperforming assets were approximately $42.2 million, or 0.50% of total assets, as of December 31, 2025, compared to $40.4 million, or 0.49% of total assets, as of September 30, 2025.
    • Net loan charge-offs were $1.5 million, or 0.09% (annualized) of average total loans and loans held for sale, for the three months ended December 31, 2025, compared to $957 thousand, or 0.06% (annualized) of average total loans and loans held for sale, during the three months ended September 30, 2025.
  • Capital – Book value per common share was $27.63 and $26.68 at December 31, 2025 and September 30, 2025, respectively. Excluding after-tax merger transaction related expenses and the provision adjustment related to adoption of ASU 2025-08, book value per common share was $28.02 at December 31, 2025, reflecting an increase of $0.72, or 2.64%, from $27.30 at September 30, 2025.1 Tangible book value per common share, a non-GAAP measure, was $23.48 and $22.32 as of December 31, 2025 and September 30, 2025, respectively.1 Excluding after-tax merger transaction related expenses and the provision adjustment related to adoption of ASU 2025-08, tangible book value per common share was $23.88 as of December 31, 2025, reflecting an increase of $0.94, or 4.10%, from $22.94 as of September 30, 2025.1

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.

Executive Summary

  • Earnings were $32.6 million, or $1.10 per diluted share for the three months ended December 31, 2025, compared to $6.0 million, or $0.22 per diluted share, for the three months ended September 30, 2025, and $14.0 million, or $0.66 per diluted share, for the three months ended December 31, 2024. Excluding after-tax merger transaction related expenses and provision adjustment related to adoption of ASU 2025-08, adjusted earnings for the three months ended December 31, 2025, were $25.8 million, or $0.87 per diluted share. This represents an increase of $3.3 million, or 14.74%, and $0.05 per diluted share, or 6.10%, compared to adjusted earnings of $22.5 million, or $0.82 per diluted share, for the three months ended September 30, 2025.1 The quarterly increase in adjusted earnings was driven by higher net interest income and non-interest income, partially offset by increased non-interest expenses, as discussed below. Excluding after-tax merger transaction related expenses and provision adjustment related to adoption of ASU 2025-08 in the fourth quarter of 2025, earnings and diluted earnings per share, when compared to earnings of $14.0 million, or $0.66 per diluted share, in the quarter ended December 31, 2024, increased $11.9 million, or 84.78%, and $0.21 per diluted share, or 31.82%, due primarily to the overall impact of the acquisition of ESSA, coupled with higher net interest income, partially offset by an increase in non-interest expense.1
  • Earnings were $61.8 million, or $2.49 per diluted share, for the year ended December 31, 2025. Excluding after-tax merger transaction related expenses, adjusted earnings were $73.4 million, or $2.95 per diluted share, for the year ended December 31, 2025, reflecting an increase of $23.2 million, or 46.06%, and $0.56 per diluted share, or 23.43%, compared to earnings of $50.3 million, or $2.39 per diluted share, for the year ended December 31, 2024.1 The full-year increase was primarily due to the overall impact of the acquisition of ESSA, coupled with an increase in net interest income, partially offset by an increase in non-interest expense, as discussed in more detail below.
  • At December 31, 2025, loans totaled $6.4 billion, excluding $70.8 million of syndicated loans. Organic loans increased $26.6 million, or 0.42% (1.65% annualized) compared to September 30, 2025. Excluding $1.7 billion in loans, net of estimated purchase accounting fair value adjustments, acquired in the ESSA acquisition, organic loan growth for the full year was $218.8 million, or an increase of 4.83%, compared to December 31, 2024.1 The increase in loans for the quarter ended December 31, 2025, compared to the quarter ended September 30, 2025, was primarily driven by growth in the Ridge View Bank and BankOnBuffalo markets, partially offset by the sale of certain commercial real estate loans of approximately $44.3 million throughout the Corporation’s various markets. The full-year increase in loans as of December 31, 2025, compared to December 31, 2024, was primarily driven by growth in the Ridge View Bank, BankOnBuffalo, and legacy CNB Bank and ERIEBANK markets and loan activity in CNB Bank’s Private Banking division.
    • At December 31, 2025, the syndicated loan portfolio totaled $70.8 million, or 1.09% of total loans, compared to $71.9 million, or 1.11% of total loans, at September 30, 2025 and $79.9 million, or 1.73% of total loans, at December 31, 2024. The decrease in syndicated lending balances of $9.1 million compared to December 31, 2024 reflects net scheduled amortization and prepayments of credits in excess of added holdings, with no recorded charge-offs in the syndicated portfolio in 2025. The Corporation continues to focus on evaluating the level and composition of its syndicated loan portfolio to ensure it continues to provide strong credit quality, profitable use of excess liquidity, and a complement to the Corporation’s loan growth from its in-market customer relationships.
  • At December 31, 2025, total deposits were $7.0 billion. Including $88.1 million in deposits classified as held for sale, total deposits increased $122.1 million, or 2.21% (8.75% annualized), compared to September 30, 2025. Excluding $1.5 billion in deposits, net of estimated purchase accounting fair value adjustments, assumed in the ESSA acquisition and including $88.1 million in deposits classified as held for sale, total deposits increased $288.1 million, or 5.36%, compared to December 31, 2024.1 The $88.1 million in deposits classified as held for sale as of December 31, 2025 are associated with a planned sale of certain customer deposit accounts that are part of a broader strategic initiative to optimize the Corporation’s branch and market footprint following the ESSA acquisition. The quarter-over-quarter increase in organic deposit balances as of December 31, 2025, compared to September 30, 2025, was driven primarily by growth in Treasury Management activities with municipal deposit relationships. The year-over-year increase in organic deposit balances was primarily attributable to retail account growth, as well as an increase in Treasury Management-sourced business including municipal deposits. Additional deposit and liquidity profile details were as follows:
    • At December 31, 2025, the total estimated uninsured deposits for CNB Bank were approximately $2.0 billion, or approximately 28.13% of total CNB Bank deposits. When excluding $18.4 million of affiliate company deposits and $680.4 million of pledged-investment collateralized deposits, adjusted total estimated uninsured deposits as of December 31, 2025 were approximately $1.3 billion, or approximately 18.33% of total CNB Bank deposits.
      • The level of adjusted uninsured deposits at December 31, 2025 decreased compared to the level at September 30, 2025. The total estimated uninsured deposits for CNB Bank at September 30, 2025 were approximately $2.1 billion, or approximately 30.02% of total CNB Bank deposits. Excluding $23.4 million of affiliate company deposits and $734.1 million of pledged-investment collateralized deposits, adjusted total estimated uninsured deposits as of September 30, 2025 were approximately $1.4 billion, or approximately 20.55% of total CNB Bank deposits.
    • At December 31, 2025, the Corporation had $441.5 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 $6.7 billion including (i) available borrowing capacity from the Federal Home Loan 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 December 31, 2025 to be approximately 5.5 times the estimated amount of adjusted uninsured deposit balances discussed above.
  • At December 31, 2025, the Corporation had $164.0 million outstanding in short-term borrowings. The Corporation had $181.6 million outstanding short-term borrowings as of September 30, 2025 and no outstanding short-term borrowings as of December 31, 2024. The decrease in short-term borrowings during the fourth quarter was primarily attributable to a net increase in overall liquidity resultant primarily from growth in deposits during the fourth quarter. The increase in short-term borrowings at December 31, 2025 compared to December 31, 2024 was attributable to borrowings assumed with the ESSA acquisition.
  • At December 31, 2025, the Corporation’s pre-tax net unrealized losses on the combined portfolios of available-for-sale and held-to-maturity securities totaled $47.0 million, or 5.39% of total shareholders’ equity, compared to $49.8 million, or 5.90% of total shareholders’ equity, at September 30, 2025, and $74.8 million, or 12.25% of total shareholders’ equity, at December 31, 2024. The change in unrealized losses during the fourth quarter 2025 compared to the fourth quarter of 2024, as well as for the year ended December 31, 2025, was primarily due to changes in the yield curve, 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 December 31, 2025, September 30, 2025, and December 31, 2024 if the net unrealized losses at the respective dates were fully recognized.
  • Total nonperforming assets were $42.2 million, or 0.50% of total assets, as of December 31, 2025, compared to $40.4 million, or 0.49% of total assets, as of September 30, 2025. Total nonperforming assets were $59.5 million, or 0.96% of total assets, as of December 31, 2024. The decrease of $17.3 million at December 31, 2025 compared to December 31, 2024 was primarily driven by the resolution of several loans, as previously disclosed, coupled with paydowns of existing nonperforming assets, partially offset by certain ESSA-related additions. Net loan charge-offs were $1.5 million, or 0.09% (annualized) of average total loans and loans held for sale, for the three months ended December 31, 2025, compared to $957 thousand, or 0.06% (annualized) of average total loans and loans held for sale, during the three months ended September 30, 2025, and $2.1 million, or 0.19% (annualized) of average total loans and loans held for sale, during the three months ended December 31, 2024.
  • Pre-provision net revenue (“PPNR”), a non-GAAP measure, was $26.3 million for the three months ended December 31, 2025 and $27.5 million for the three months ended September 30, 2025.1 Excluding merger and integration costs, adjusted PPNR was $34.1 million for the three months ended December 31, 2025, compared to $31.7 million and $21.6 million for the three months ended September 30, 2025 and December 31, 2024, respectively.1 The quarter-over-quarter increase in adjusted PPNR was driven by higher net interest income and non-interest income, partially offset by an increase in non-interest expense. For the three months ended December 31, 2025, the increase compared to the three months ended December 31, 2024 was primarily attributable to stronger net interest income, partially offset by higher non-interest expenses. PPNR was $91.3 million for the year ended December 31, 2025.1 Excluding merger and integration costs, adjusted PPNR was $105.1 million for the year ended December 31, 2025, compared to $76.6 million for the year ended December 31, 2024.1 The increase in year-to-date adjusted PPNR, when compared to the PPNR for the year ended December 31, 2024, was primarily due to the overall impact of incremental PPNR resulting from the acquisition of ESSA, coupled with an increase in net interest income across the legacy franchise for the year, partially offset by an increase in non-interest expense.

Michael Peduzzi, President & CEO of the Corporation, positively reflected on the reported results, stating: “The fourth quarter represented both a capstone period in a historically significant calendar year for the Corporation, and a new beginning of positive post-merger performance capabilities being the first full quarter of results following the acquisition of ESSA Bancorp in July 2025. These positive results are indicative of several notable achievements:

  • The organic increases in loans, deposits, and earnings of the core franchise for the year, excluding the ESSA merger-related impacts, reflected a strong legacy banking foundation with positive operating leverage to support the significant franchise growth experienced with both the ESSA acquisition and continued expansion of established market positions.
  • The quality of the acquired ESSA franchise, reflected by the amazing employees added to the CNB Bank Team, the overall solid credit performance of acquired loans, the reasonable stability of the ESSA deposit base, and the operating income and fee-based earnings potential of the ESSA Bank division, aligns with key expectations of the Corporation from the transaction due diligence and merger integration processes.
  • The successful addition and systems integration of an institution that represented an over 30% increase to the Corporation’s total assets, and related high volume of underlying customer loan, deposit, and wealth management accounts, demonstrates the CNB Team’s ability to both successfully plan for, evaluate, and manage large scale growth, and have the excess and efficient capacity for greater economies-of-scale from both the ESSA acquisition and future growth.
  • The core capital soundness of the Corporation, enhanced by the common equity capital raised in 2022, provides a sound basis for successful deployment of such capital for qualitative franchise expansion to promote the benefits of both sustainable accretive earnings and long-term shareholder value growth.

We appreciate the support of our Board and valued investors through this important period of transition and growth for CNB, and look forward to continued sound performance and mutual success for the collective benefit of our investors, customers, and communities.”

Other Balance Sheet Highlights

  • Book value per common share was $27.63 and $26.68 at December 31, 2025 and September 30, 2025, respectively. Excluding after-tax merger transaction related expenses and the provision adjustment related to adoption of ASU 2025-08, book value per common share was $28.02 at December 31, 2025, reflecting an increase of $0.72, or 2.64%, from $27.30 at September 30, 2025 and a year-over-year increase of $1.68, or 6.38%, from $26.34 at December 31, 2024.1 Tangible book value per common share, a non-GAAP measure, was $23.48 and $22.32 as of December 31, 2025 and September 30, 2025, respectively.1 Excluding after-tax merger transaction related expenses and the provision adjustment related to adoption of ASU 2025-08, tangible book value per common share was $23.88 as of December 31, 2025, reflecting an increase of $0.94, or 4.10%, from $22.94 as of September 30, 2025 and a year-over-year decrease of $0.36 or 1.49%, from $24.24 as of December 31, 2024.1 The increases in book value per common share and tangible book value per common share, excluding after-tax merger transaction related expenses and the provision adjustment related to adoption of ASU 2025-08, from September 30, 2025 to December 31, 2025 was primarily due to an increase in retained earnings (net of the payment of common and preferred stock dividends).1 The increase in book value per common share, excluding after-tax merger transaction related expenses, from December 31, 2024 to December 31, 2025 was primarily due to an increase in retained earnings (net of the payment of common and preferred stock dividends), coupled with 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.1 Tangible book value per common share decreased, excluding after-tax merger transaction related expenses, from December 31, 2024 to December 31, 2025, driven by the number of common shares outstanding as a result of the issuance of 8.4 million common shares as consideration for the ESSA acquisition, coupled with the increase in acquisition-related goodwill and core deposit intangibles of $44.6 million and $33.5 million, respectively, partially offset by the increase in retained earnings (net of the payment of common and preferred stock dividends), coupled with 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.1

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 December 31, 2025, the Corporation had the following key metrics related to its office, hospitality and multifamily portfolios with such metrics including the impact on the respective portfolios of loans acquired during the third quarter of 2025 from the ESSA acquisition:
    • Commercial office loans:
      • There were 147 outstanding loans, totaling $150.4 million, or 2.32% of total loans outstanding;
      • There were no nonaccrual commercial office loans;
      • There were three past-due commercial office loans that totaled $2.3 million, or 1.54% of the total office loans outstanding; and
      • The average outstanding balance per commercial office loan was $1.0 million.
    • Commercial hospitality loans:
      • There were 153 outstanding loans, totaling $320.6 million, or 4.94% of total loans outstanding;
      • There were no nonaccrual commercial hospitality loans;
      • There were no past-due commercial hospitality loans; and
      • The average outstanding balance per commercial hospitality loan was $2.1 million.
    • Commercial multifamily loans:
      • There were 375 outstanding loans, totaling $601.4 million, or 9.26% of total loans outstanding;
      • There were two nonaccrual commercial multifamily loans that totaled $799 thousand, or 0.13% of total multifamily loans outstanding;
      • There was one past-due commercial multifamily loan that totaled $645 thousand, or 0.11% of total multifamily loans outstanding; 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. No credits acquired from ESSA were considered HVCRE.

Performance Ratios

  • Annualized return on average equity was 15.58% and 3.60% for the three months ended December 31, 2025 and September 30, 2025, respectively. Excluding after-tax merger transaction related expenses and the provision adjustment related to adoption of ASU 2025-08, annualized return on average equity was 12.46% for the three months ended December 31, 2025, compared to 12.05% and 9.79%, for the three months ended September 30, 2025 and December 31, 2024, respectively.1 Return on average equity was 9.14% for the year ended December 31, 2025. Excluding after-tax merger transaction related expenses, return on average equity was 10.75% for the year ended December 31, 2025, compared to 9.21% for the year ended December 31, 2024.1
  • Annualized return on average tangible common equity, a non-GAAP measure, was 19.29% and 3.87% for the three months ended December 31, 2025 and September 30, 2025, respectively.1 Excluding after-tax merger transaction related expenses and the provision adjustment related to adoption of ASU 2025-08, annualized return on average tangible common equity was 15.30% for the three months ended December 31, 2025, compared to 14.62%, excluding after-tax merger and integration costs, and 10.90% for the three months ended September 30, 2025 and December 31, 2024, respectively.1 Return on average tangible common equity was 10.59% for the year ended December 31, 2025. Excluding after-tax merger transaction related expenses, return on average tangible common equity was 12.58% for the year ended December 31, 2025, compared to 10.25% for the year ended December 31, 2024.1
  • The Corporation’s efficiency ratio was 69.55% and 64.56% for the three months ended December 31, 2025 and September 30, 2025, respectively, and 67.73% and 62.97%, respectively, on a fully tax-equivalent basis, a non-GAAP measure.1 Excluding merger and integration costs, the efficiency ratio on a fully tax-equivalent basis was 58.80% for the three months ended December 31, 2025, compared to 57.67% and 63.02% for the three months ended September 30, 2025 and December 31, 2024, respectively.1 The quarter-over-quarter increase was primarily driven by higher non-interest expense, partially offset by increased net interest income and non-interest income, as further discussed below. The year-over-year decrease was primarily driven by an increase in net interest income, partially offset by an increase in non-interest expense. The Corporation’s efficiency ratio was 67.64% for the year ended December 31, 2025, and 66.35% on a fully tax-equivalent basis.1 Excluding merger and integration costs, the efficiency ratio on a fully tax-equivalent basis was 61.49% for the year ended December 31, 2025, compared to 65.47% for the year ended December 31, 2024.1 The year-over-year decrease was primarily driven by higher net interest income, partially offset by higher non-interest expense, and also reflected the anticipated economies-of-scale operational efficiencies resulting from the ESSA acquisition.

Revenue

  • Total revenue (net interest income plus non-interest income) was $86.4 million for the three months ended December 31, 2025, compared to $77.7 million and $59.4 million for the three months ended September 30, 2025 and December 31, 2024, respectively.
  • Net interest income was $74.3 million for the three months ended December 31, 2025, compared to $67.1 million and $49.0 million for the three months ended September 30, 2025 and December 31, 2024, respectively. When comparing the fourth quarter of 2025 to the third quarter of 2025, the increase in net interest income of $7.2 million, or 10.65% (42.26% annualized), was primarily due to the ESSA acquisition, coupled with organic loan growth. Included in the fourth quarter and third quarter of 2025 were $3.2 million and $3.4 million, respectively, in purchase accounting loan accretion. This accretion reflects the recognition of estimated fair value marks on acquired loans, which are accreted into interest income over the expected life of the assets.
  • Net interest margin was 3.84%, 3.69%, and 3.44% for the three months ended December 31, 2025, September 30, 2025, and December 31, 2024, respectively. Net interest margin on a fully tax-equivalent basis, a non-GAAP measure, was 3.84%, 3.69% and 3.43% for the three months ended December 31, 2025, September 30, 2025, and December 31, 2024, respectively.1 Excluding the $3.2 million and $3.4 million in purchase accounting loan accretion in the fourth quarter of 2025 and third quarter of 2025, respectively, the net interest margin on a fully tax-equivalent basis for the three months ended December 31, 2025 and September 30, 2025 was 3.68% and 3.50%, respectively.1
  • The yield on earning assets of 5.97% for the three months ended December 31, 2025 increased 1 basis point compared to September 30, 2025 and increased 13 basis points compared to December 31, 2024. The increase in yield in the fourth quarter of 2025 compared to the quarter ended December 31, 2024 was primarily attributable to the ESSA acquisition, including $3.2 million in purchase accounting loan accretion for the period from September 30, 2025 through December 31, 2025.
  • The cost of interest-bearing liabilities was 2.65% for the three months ended December 31, 2025, representing a decrease of 18 basis points from September 30, 2025 and a decrease of 38 basis points from December 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, coupled with the benefit of ESSA’s lower overall interest cost of deposits.
  • Total revenue was $282.2 million for the year ended December 31, 2025 compared to $226.6 million for the year ended December 31, 2024.
  • Net interest income was $242.0 million for the year ended December 31, 2025 compared to $187.5 million for the year ended December 31, 2024. When comparing the year ended December 31, 2025 to the year ended December 31, 2024, the increase in net interest income of $54.6 million, or 29.11%, was due to investment and loan growth, coupled with the impact of the ESSA acquisition, including $6.6 million in purchase accounting loan accretion realized for the period from the July 23, 2025 acquisition date through December 31, 2025.
  • Net interest margin was 3.65% and 3.41% for the year ended December 31, 2025 and December 31, 2024, respectively. Net interest margin on a fully tax-equivalent basis, a non-GAAP measure, was 3.65% and 3.39% for the year ended December 31, 2025 and December 31, 2024, respectively.1 Excluding the $6.6 million in purchase accounting loan accretion, net interest margin on a fully tax-equivalent basis for the year ended December 31, 2025 was 3.55%.1
  • The yield on earning assets of 5.90% for the year ended December 31, 2025 increased 2 basis points from December 31, 2024. The increase in yield compared to December 31, 2024 was primarily attributable to the $6.6 million in purchase accounting loan accretion.
  • The cost of interest-bearing liabilities of 2.81% for the year ended December 31, 2025 decreased 30 basis points from the year ended December 31, 2024, 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, coupled with the benefit of ESSA’s lower overall interest cost of deposits.
  • Total non-interest income was $12.1 million for the three months ended December 31, 2025, compared to $10.6 million and $10.3 million for the three months ended September 30, 2025 and December 31, 2024, respectively. The quarter-over-quarter increase was primarily attributable to an increase in wealth and asset management fees and bank owned life insurance benefits, partially offset by a decrease in other non-interest income resulting from a $1.6 million loss on the sale of certain commercial real estate loans, as discussed previously. The primary increase in wealth and asset management fees was due to a $1.1 million transition fee for the Corporation moving its existing retail investment business platform to a new provider, and the primary increase in bank owned life insurance was the result of $1.0 million in death benefit proceeds. The increase year-over-year in non-interest income was due to increases in wealth and asset management fees, including the platform provider change transition fee, the previously discussed bank owned life insurance death benefit proceeds, and net realized gain on available-for-sale securities, partially offset by a decrease in other non-interest income resulting from the previously discussed loss on sale of certain commercial real estate loans and lower pass-through income from small business investment companies (“SBICs”).
  • Total non-interest income was $40.2 million for the year ended December 31, 2025, compared to $39.1 million for the year ended December 31, 2024. This increase was primarily due to the overall impact of the acquisition of ESSA, including organic increases in wealth and asset management fees (including the transition fee), the previously discussed bank owned life insurance death benefit proceeds, and net realized gain on available-for-sale securities, partially offset by a decrease in other non-interest income resulting from the previously discussed loss on sale of certain commercial real estate loans and lower pass-through income from SBICs.

Non-Interest Expense

  • For the three months ended December 31, 2025 and September 30, 2025 total non-interest expense was $60.1 million and $50.2 million, respectively. Excluding merger and integration costs, total non-interest expense for the three months ended December 31, 2025 was $52.3 million, compared to $46.0 million and $37.8 million for the three months ended September 30, 2025 and December 31, 2024, respectively.1 Excluding merger and integration costs, the increase of $6.3 million, or 13.66%, from the three months ended September 30, 2025, was primarily driven by the full quarterly impact of the acquisition of ESSA, coupled with an increase in salaries and benefits and technology expense. The increase in salaries and benefits was driven by annual merit increases in base salaries, higher incentive compensation accruals, and rising health insurance costs. Much of the increase in salaries was attributable to staffing additions associated with the ESSA acquisition. Technology expense increased, due to both the ESSA acquisition impact on volume-based charges to core systems, and from investments in automation applications aimed at accelerating operational process efficiencies, as well as enhancing both customer experience and expanding service delivery channels.
  • Excluding merger costs, the $14.5 million increase in non-interest expense compared to the three months ended December 31, 2024 was primarily driven by higher salaries and benefits, reflecting staffing additions from the ESSA acquisition, as well as increased incentive compensation accruals, resulting from CNB’s stronger level of financial performance in the twelve months ended December 31, 2025, and health insurance costs. Additionally, occupancy expense, technology and the amortization of core deposit intangibles increased. Occupancy expense increased as a result of higher rent expense related to additional full-service office locations, coupled with increased maintenance costs related to the acquisition of ESSA. The increase in technology was the result of the above-mentioned ESSA acquisition impacts and investments in automation applications.
  • For the year ended December 31, 2025 total non-interest expense was $190.9 million. Excluding merger and integration costs, total non-interest expense was $177.1 million, compared to $150.0 million for the year ended December 31, 2024.1 Excluding merger and integration costs, the increase of $27.1 million, or 18.04%, from the year ended December 31, 2024, was primarily driven by higher salaries and benefits. This reflects staff additions related to the ESSA acquisition, merit-based annual increases in base salaries, higher incentive compensation accruals (due to strong financial performance in 2025), increased retirement plan contribution accruals and higher health insurance costs. Occupancy expense also increased, largely due to higher rent associated with additional full-service office locations added both before and after the ESSA acquisition. Technology expense increased, primarily due to the above-mentioned ESSA acquisition and investments in automation applications. In addition, the full-year 2025 included increases in the amortization of core deposit intangibles and other non-interest expenses, which were impacted by business development activities.

Income Taxes

  • Income tax expense for the three months ended December 31, 2025 was $8.1 million, representing a 19.48% effective tax rate, compared to $2.0 million, representing a 22.43% effective tax rate, for the three months ended September 30, 2025, and $3.6 million, representing a 19.14% effective tax rate, for the three months ended December 31, 2024. The effective tax rate for the third quarter was impacted by the ESSA acquisition, including non-deductible merger costs of $1.6 million. Income tax expense for the year ended December 31, 2025 was $16.3 million, representing a 19.81% effective tax rate, compared to $12.8 million, representing a 18.98% effective tax rate, for the year ended December 31, 2024. The effective tax rate for the full-year 2025 was impacted by the ESSA acquisition, including non-deductible merger costs of $3.2 million.

Asset Quality

  • Total nonperforming assets were approximately $42.2 million, or 0.50% of total assets, as of December 31, 2025, compared to $40.4 million, or 0.49% of total assets, as of September 30, 2025, and $59.5 million, or 0.96% of total assets, as of December 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 December 31, 2025, compared to 1.05% as of as of September 30, 2025, and 1.03% as of December 31, 2024. In addition, the allowance for credit losses as a percentage of nonaccrual loans was 168.29% as of December 31, 2025, compared to 187.94% and 84.08% as of September 30, 2025 and December 31, 2024, respectively.
  • The provision for credit losses reflected a net reversal of $15.5 million for the three months ended December 31, 2025, compared to an expense of $18.5 million and $2.9 million for the three months ended September 30, 2025 and December 31, 2024, respectively. The $34.0 million and $18.4 million decreases in the provision expense for the fourth quarter of 2025 compared to the third quarter of 2025 and fourth quarter 2024, respectively, were primarily driven by the early adoption of ASU 2025-08. In accordance with the amendments in this update, loans (excluding credit cards) acquired without credit deterioration and deemed “seasoned” are purchased seasoned loans and accounted for using the gross-up approach at acquisition. Specifically, after an entity determines that a loan is a non-purchased credit deteriorated (“PCD”) asset based on its assessment of credit deterioration experienced since origination, the entity should apply the guidance described in the amendments to determine whether the loan is seasoned and, therefore, should be accounted for using the gross-up approach. The Corporation elected to early-adopt this ASU as of December 31, 2025. The adoption of ASU 2025-08 resulted in the reversal of $16.4 million in provision for credit losses (offsetting the original $16.4 million in provision for credit loss expense recorded in the third quarter 2025), with a corresponding increase to the amortized cost balance of the acquired loan portfolio with an impact to purchase accounting loan accretion in subsequent periods.
  • The provision for credit losses was $8.9 million for the year ended December 31, 2025, compared to $9.2 million for the year ended December 31, 2024.
  • As discussed in more detail above, for the three months ended December 31, 2025, net loan charge-offs were $1.5 million, or 0.09% (annualized) of average total loans and loans held for sale, compared to $957 thousand, or 0.06% (annualized) of average total loans and loans held for sale, during the three months ended September 30, 2025, and $2.1 million, or 0.19% (annualized) of average total loans and loans held for sale, during the three months ended December 31, 2024.
  • For the year ended December 31, 2025, net loan charge-offs were $7.2 million, or 0.13% (annualized) of average total loans and loans held for sale, compared to $7.5 million, or 0.17% (annualized) of average total loans and loans held for sale, during the year ended December 31, 2024.

Capital

  • As of December 31, 2025, the Corporation’s total shareholders’ equity was $872.1 million, representing an increase of $27.9 million, or 3.31%, from September 30, 2025, and an increase of $261.4 million, or 42.81%, from December 31, 2024. The quarter-over-quarter increase was primarily driven by the growth in earnings, partially offset by the payment of common and preferred stock dividends to our shareholders during the three months ended December 31, 2025. The year-over-year increase resulted from an increase in additional paid in capital related to the ESSA acquisition of $202.6 million, 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, and growth in earnings, partially offset by the payment of common and preferred stock dividends to the Corporation’s shareholders during the twelve months ended December 31, 2025.
  • Regulatory capital ratios for the Corporation continue to exceed regulatory “well-capitalized” levels as of December 31, 2025, consistent with prior periods.
  • As of December 31, 2025, the Corporation’s ratio of common shareholders’ equity to total assets was 9.70% compared to 9.53% at September 30, 2025 and 8.93% at December 31, 2024. As of December 31, 2025 and September 30, 2025, the Corporation’s ratio of tangible common equity to tangible assets, a non-GAAP measure, was 8.36% and 8.10%, respectively.1 Excluding merger transaction related expenses and the provision adjustment related to adoption of ASU 2025-08, the Corporation’s ratio of tangible common equity to tangible assets, a non-GAAP measure, as of December 31, 2025 was 8.49% compared to 8.32%, excluding merger and integration costs, at September 30, 2025 and 8.28% at December 31, 2024.1 The increase in the ratio of tangible common equity to tangible assets compared to September 30, 2025 was primarily the result of an increase in retained earnings (net of the payment of common and preferred stock dividends). The increase in the ratio of tangible common equity to tangible assets compared to December 31, 2024 was primarily the result of an increase in retained earnings (net of the payment of common and preferred stock dividends), coupled with a decrease in accumulated other comprehensive loss, partially offset by the impacts of the ESSA acquisition.

About CNB Financial Corporation

CNB Financial Corporation is a financial holding company with consolidated assets of approximately $8.4 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, and 79 offices comprised of one loan production office, one mobile office, two limited service offices, and 75 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; ESSA Bank, based in Stroudsburg, Pennsylvania, with offices in Northeast Pennsylvania, including the Lehigh Valley 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) adverse economic effects from international trade disputes, including threatened or implemented tariffs imposed by the U.S. and threatened or implemented tariffs imposed by foreign countries in retaliation, or similar events impacting economic activity; (viii) higher than expected costs or other difficulties related to integration of combined or merged businesses; (ix) the effects of business combinations and other acquisition transactions, including the inability to realize our loan and investment portfolios; (x) changes in the quality or composition of our loan and investment portfolios; (xi) adequacy of loan loss reserves; (xii) increased competition; (xiii) loss of certain key officers; (xiv) deposit attrition; (xv) rapidly changing technology; (xvi) unanticipated regulatory or judicial proceedings and liabilities and other costs; (xvii) changes in the cost of funds, demand for loan products or demand for financial services; and (xviii) 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.