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Item 9A. Controls and Procedures

2025-03-06 compared with 2024-03-07 · 26 added, 44 removed, 115 unchanged (38% of the section changed)

14 unchanged sentences

Based on our assessment and those criteria, management concluded that the Corporation maintained effective internal control over financial reporting as of December 31, 2024.

The effectiveness of our internal control over financial reporting as of December 31, 2023 has been audited by FORVIS, LLP, an independent registered public accounting firm that audited the Corporation’s financial statements, as stated in their report which is located in Item 8 of this Annual Report on Form 10-K.

The effectiveness of our internal control over financial reporting as of December 31, 2024 has been audited by Forvis Mazars, LLP, an independent registered public accounting firm that audited the Corporation’s financial statements, as stated in their report which is located in Item 8 of this Annual Report on Form 10-K.

/s/ Michael D.

7 unchanged sentences

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information required by this Item 10 is incorporated herein by reference from our definitive Proxy Statement for our 2024 Annual Meeting of Stockholders (the "2024 Proxy Statement"), which we will file with the SEC on or before 120 days after our 2023 fiscal year-end, and which will appear in the 2024 Proxy Statement under the captions "Proposal 1.

Election of Directors," "Executive Officers," "Corporate Governance – Meetings and Committees of the Board of Directors – Audit Committee," "Certain Transactions" and "Other Matters – Delinquent Section 16(a) Reports."

The information required by this Item 10 is incorporated herein by reference from our Registration Statement on Form S-4, as amended, which is deemed to be a definitive proxy statement under Section 14a-6 of the Securities Exchange Act of 1934, filed with the SEC on March 3, 2025 (the "2025 Proxy Statement"), under the captions " CNB Proposal 2 – Election of Directors ," " CNB Executive Office rs ," " CNB Corporate Governance – Meetings and Committees of the CNB Board of Directors – Audit Committee ," " Certain Transactions With CNB Related Persons " and " Delinquent Section 16(a) Reports ."

The Corporation’s Board of Directors has approved a Code of Ethics for Officers and Directors.

1 unchanged sentence

EXECUTIVE COMPENSATION

Information required by this Item 11 is incorporated herein by reference from the 2024 Proxy Statement, including the information in the 2024 Proxy Statement appearing under the captions "Compensation Discussion and Analysis," "Compensation of Executive Officers," "Compensation Committee Report" and "Compensation of Directors."

Information required by this Item 11 is incorporated herein by reference from the 2025 Proxy Statement, including the information in the 2025 Proxy Statement appearing under the captions " CNB Compensation Discussion and Analysis ," " Compensation of CNB Executive Officers ," " CNB Compensation Committee Report ," and " Compensation of CNB Directors ."

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Information required by this Item 12 is incorporated herein by reference from the 2024 Proxy Statement, including the information in the 2024 Proxy Statement appearing under the captions "Stock Ownership" and "Compensation of Executive Officers – Equity Compensation Plan Information."

Information required by this Item 12 is incorporated herein by reference from the 2025 Proxy Statement, including the information in the 2025 Proxy Statement appearing under the captions " Security Ownership of Certain Beneficial Owners of CNB Common Stock and CNB Management " and " CNB Proposal 3 – The Incentive Plan Proposal – Equity Compensation Plan Information ."

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Information required by this Item 13 is incorporated herein by reference from the 2024 Proxy Statement, including the information in the 2024 Proxy Statement appearing under the captions "Proposal 1.

Election of Directors," "Corporate Governance" and "Certain Transactions."

Information required by this Item 13 is incorporated herein by reference from the 2025 Proxy Statement, including the information in the 2025 Proxy Statement appearing under the captions " CNB Proposal 2 – Election of Directors ," " CNB Corporate Governance ," and " Certain Transactions With CNB Related Persons ."

PRINCIPAL ACCOUNTANT FEES AND SERVICES

Information required by this Item 14 is incorporated herein by reference from the 2024 Proxy Statement, including the information in the 2024 Proxy Statement appearing under the captions "Corporate Governance – Meetings and Committees of the Board of Directors – Audit Committee," "Proposal No.

Ratification of the Appointment of Independent Registered Public Accounting Firm" and "Concerning the Independent Registered Public Accounting Firm."

Information required by this Item 14 is incorporated herein by reference from the 2025 Proxy Statement, including the information in the 2025 Proxy Statement appearing under the captions " CNB Corporate Governance – Meetings and Committees of the CNB Board of Directors – Audit Committee ," " CNB Proposal 5 – The Auditor Ratification Proposal ."

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

1 unchanged sentence

Report of Independent Registered Public Accounting Firm

FORVIS, LLP , Indianapolis, IN , (U.S.

PCAOB Auditor Firm I.D.:

Crowe LLP , Columbus, OH , (U.S.

Forvis Mazars, LLP , Indianapolis, IN , (U.S.

PCAOB Auditor Firm I.D.:

6 unchanged sentences

(a)(3) The following exhibits are filed as a part of this report:

Second Amended and Restated Articles of Incorporation of CNB Financial Corporation (incorporated by reference to Exhibit 3.1 to the Registrant's Current Report on Form 8-K filed on April 18, 2019)

Second Amended and Restated Bylaws of CNB Financial Corporation (incorporated by reference to Exhibit 3.2 to the Registrant's Current Report on Form 8-K filed on April 18, 2019)

Agreement and Plan of Merger, dated as of January 9, 2025, by and among CNB Financial Corporation, CNB Bank, ESSA Bancorp, Inc.

and ESSA Bank & Trust (incorporated by reference to Exhibit 2.1 to the Registrant's Current Report on Form 8-K filed on January 10, 2025).

Third Amended and Restated Articles of Incorporation of CNB Financial Corporation (incorporated by reference to Exhibit 3.1 to the Registrant's Current Report on Form 8-K filed on April 18, 2024)

Third Amended and Restated Bylaws of CNB Financial Corporation (incorporated by reference to Exhibit 3.2 to the Registrant's Current Report on Form 8-K filed on April 18, 2024)

Statement with Respect to Shares of 7.125% Series A Fixed-Rate Non-Cumulative Perpetual Preferred Stock, effective as of August 25, 2020 (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on August 25, 2020)

7 unchanged sentences

Form of CNB Financial Corporation 2019 Omnibus Incentive Plan Performance Restricted Stock Agreement (incorporated by reference to Exhibit 10.3 to the Registrant’s Annual Report on Form 10-K filed on March 3, 2023)

Executive Employment Agreement dated October 24, 2019 by and among CNB Financial Corporation, CNB Bank and Joseph B.

(incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed on October 25, 2019)

Executive Employment Contract, dated February 8, 2012, by and between CNB Bank and Richard L .

Greslick, Jr.

(incorporated by reference to Exhibit 10.2 to the Registrant's Current Report on Form 8-K filed on March 9, 2012)

Letter Agreement, dated April 4, 2022, by and between CNB, CNB Bank and Joseph E.

7 unchanged sentences

Kassab (incorporated by reference to Exhibit 10.10 to the Registrant’s Annual Report on Form 10-K filed on March 3, 2023)

Executive Salary Continuation Plan Agreement, by and between CNB Bank and Joseph B.

Bower, Jr., amended and restated, effective as of January 1, 2013 (incorporated by reference to Exhibit 10.11 to the Registrant’s Annual Report on Form 10-K filed on March 3, 2023)

Executive Salary Continuation Plan Agreement, by and between CNB Bank and Richard L.

Greslick, Jr., effective as of January 1, 2013 (incorporated by reference to Exhibit 10.12 to the Registrant’s Annual Report on Form 10-K filed on March 3, 2023)

Supplemental Executive Retirement Plan for Michael D.

20 unchanged sentences

Schedule A to Supplemental Executive Retirement Plan for Martin Griffith (incorporated by reference to Exhibit 10.10 to the Registrant’s Current Report on Form 8-K filed on October 2, 2023)

Amendment No.

1 to Executive Salary Continuation Plan Agreement for Richard L.

Greslick (incorporated by reference to Exhibit 10.12 to the Registrant’s Current Report on Form 8-K filed on October 2, 2023)

Executive Employment Contract, dated September 3, 2020, by and between CNB Bank and Gregory M.

Executive Employment Contract, dated May 18, 2021, by and between CNB Bank and Angela D.

Defined Contribution Plan for Gregory Dixon , effective as of January 2, 2022

Insider Trading and Reporting Compliance Policy

List of subsidiaries of CNB Financial Corporation (incorporated by reference to Exhibit 21 to the Registrant’s Annual Report on Form 10-K filed on March 3, 2023)

Consent of FORVIS, LLP

Consent of Crowe LLP

Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

4 unchanged sentences

1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Policy Relating to Recovery of Erroneously Awarded Compensation

Policy Relating to Recovery of Erroneously Awarded Compensation (incorporated by reference to Exhibit 97.1 to the Registrant's Annual Report on Form 10-K filed on March 7, 2024)

101.INS Inline XBRL Instance Document

4 unchanged sentences

101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

104 Cover Page Interactive Data File (embedded within the Inline XBRL document and contained in Exhibit 101)

(1) Indicates a management contract or compensatory plan.

12 unchanged sentences

(Principal Executive Officer)

/s/ Richard L.

Greslick, Jr.

/s/ Richard B.

GRESLICK, JR.

Lima /s/ Richard B.

LIMA RICHARD B.

SEAGER, Director

Secretary and Director

Lima /s/ Francis X.

LIMA FRANCIS X.

STRAUB, III, Director

(Principal Financial and Accounting Officer)

Michael Obi /s/ Peter C.

MICHAEL OBI, Director PETER C.

Michael Obi /s/ Francis X.

MICHAEL OBI, Director FRANCIS X.

STRAUB, III, Director

Peterson /s/ Peter C.

PETERSON, Director PETER C.

VARISCHETTI, Director

Peterson /s/ Julie M.

PETERSON, Director JULIE M.

/s/ Deborah Dick Pontzer /s/ Julie M.

DEBORAH DICK PONTZER, Director JULIE M.

YOUNG, Director

/s/ Deborah Dick Pontzer

DEBORAH DICK PONTZER, Director

SMITH, Director

/s/ Nicholas N.

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures