What changed in this filing

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Item 1. Business

2026-03-11 compared with 2025-03-06 · 63 added, 40 removed, 262 unchanged (28% of the section changed)

2 unchanged sentences

On April 26, 1984, the Corporation acquired all of the outstanding capital stock of County National Bank, a national banking chartered institution.

In December 2006, County National Bank changed its name to CNB Bank (the "Bank") and became a state bank chartered in Pennsylvania and subject to regulation by the Pennsylvania Department of Banking and Securities (the "Pennsylvania Department of Banking") and the Federal Deposit Insurance Corporation.

In October 2013, the Corporation acquired FC Banc Corp.

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In July 2016, the Corporation acquired Lake National Bank, and in July 2020, the Corporation acquired Bank of Akron.

On July 23, 2025, the Corporation completed its previously announced acquisition of ESSA Bancorp, Inc.

("ESSA") and its subsidiary bank, ESSA Bank & Trust Company ("ESSA Bank"), pursuant to the definitive merger agreement (the "Merger Agreement") dated as of January 9, 2025.

The Corporation’s acquisition of ESSA was an all-stock transaction.

Under the terms of the Merger Agreement, ESSA merged with and into the Corporation, with the Corporation as the surviving entity, and immediately thereafter, ESSA Bank merged with and into the Bank, with the Bank as the surviving bank.

Banking offices of ESSA Bank operate under the trade name ESSA Bank, a division of CNB Bank.

Pursuant to the Merger Agreement, each outstanding share of ESSA common stock was converted into the right to receive 0.8547 shares of the Corporation’s common stock.

The total consideration paid to ESSA shareholders was approximately $202.6 million, comprised of approximately 8,359,430 shares of the Corporation's common stock, valued at approximately $202.5 million based on the July 23, 2025 closing price of $24.23 per share of the Corporation's common stock, and $21 thousand in cash in lieu of fractional shares.

The ESSA acquisition has extended CNB Bank’s branch network into the Northeastern Region including the Lehigh Valley of Pennsylvania through the addition of ESSA’s 20 community offices.

In addition to the Bank, the Corporation has four other subsidiaries.

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The Bank was originally chartered as a national bank in 1934 and is now a Pennsylvania-chartered bank.

The CNB Bank franchise operates twenty full-service branch locations in Central and North Central Pennsylvania.

The CNB Bank franchise operates nineteen full-service branch locations in Central and North Central Pennsylvania.

ERIEBANK, a division of the Bank, began operations in 2005.

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In December 2021, the Corporation opened a full-service branch in Cleveland, Ohio.

The Bank currently operates thirteen full-service branch locations within its ERIEBANK franchise, a division of the Bank, with its headquarters in Erie, Pennsylvania.

The Bank currently operates fourteen full-service branch locations within its ERIEBANK franchise, a division of the Bank, with its headquarters in Erie, Pennsylvania.

In October 2013, the Corporation acquired FC Banc Corp.

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In July 2020, the Corporation acquired Bank of Akron, with its branch locations operating with BankOnBuffalo.

The Bank currently operates twelve branch locations, one mobile branch and one drive-up office as BankOnBuffalo, a division of the Bank, with its headquarters in Buffalo, New York.

The Bank currently operates twelve full-service branch locations, one mobile branch and two drive-up office as BankOnBuffalo, a division of the Bank, with its headquarters in Buffalo, New York.

In 2021, the Bank received regulatory approval to conduct business in the Commonwealth of Virginia as Ridge View Bank, a division of the Bank.

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This women-focused commercial bank operates within the existing geographic footprint of each of CNB Bank’s other divisions and also has an online presence.

The Bank had one loan production office, one drive-up office, one mobile office, and 55 full-service branch offices located in various communities in its market area at December 31, 2024.

In 2025, the Corporation acquired ESSA Bancorp, Inc., and its subsidiary, ESSA Bank & Trust Company.

The Bank currently operates twenty full-service branch locations as ESSA Bank, a division of the Bank, with its headquarters in Stroudsburg, Pennsylvania.

The Bank had one loan production office, two drive-up office, one mobile office, and 75 full-service branch offices located in various communities in its market area at December 31, 2025.

The CNB Bank franchise's primary market areas are the Pennsylvania counties of Blair, Cambria, Centre, Clearfield, Elk, Indiana, Jefferson, and McKean.

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FCBank, a division of the Bank, operates in the Ohio counties of Crawford, Delaware, Franklin, Knox, Marion, Morrow and Richland.

BankOnBuffalo, a division of the Bank, operates in the New York counties of Erie and Niagara.

Ridge View Bank, a division of the Bank, operates in the Virginia counties of Botetourt, Craig, Franklin, and Roanoke.

BankOnBuffalo, a division of the Bank, operates in the New York counties of Erie, Niagara, and Ontario.

Ridge View Bank, a division of the Bank, operates in the Virginia counties of Botetourt, Craig, Franklin, New River Valley, and Roanoke.

ESSA Bank, a division of the Bank, operates in the Pennsylvania counties of Delaware, Chester, Lackawanna, Lehigh, Luzerne, Monroe, and Northampton.

Impressia Bank, a division of the Bank, operates in the Bank’s primary market areas.

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The Bank’s Private Client Solutions division offers a full range of client services, including private banking and wealth and asset management.

Merger with ESSA Bancorp, Inc.

On January 9, 2025, the Corporation and CNB Bank entered into a definitive merger agreement (the “Merger Agreement”) with ESSA Bancorp, Inc.

(“ESSA”) and its subsidiary bank, ESSA Bank & Trust Company (“ESSA Bank”), pursuant to which the Corporation will acquire ESSA in an all-stock transaction.

Subject to the terms and conditions of the Merger Agreement, which has been approved by the boards of directors of each party, ESSA will merge with and into the Corporation, with the Corporation as the surviving entity, and immediately thereafter, ESSA Bank will merge with and into the Bank, with the Bank as the surviving bank (the “Merger”).

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 approvals by the shareholders of ESSA and the Corporation.

The financial services industry in the Corporation’s service area continues to be extremely competitive, both among commercial banks and with other financial service providers such as consumer finance companies, thrifts, investment firms, mutual funds, and credit unions.

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Supervision and Regulation

The Corporation is a bank holding company that has elected financial holding company status, and the Bank is a Pennsylvania state-chartered bank that is not a member of the Federal Reserve System.

Accordingly, the Corporation is subject to the oversight of the Board of Governors of the Federal Reserve System (the "Federal Reserve Board") and the Pennsylvania Department of Banking and is regulated under the BHC Act, and the Bank is subject to the oversight of the Pennsylvania Department of Banking and the Federal Deposit Insurance Corporation ("FDIC"), as its primary federal regulator.

The Corporation is a bank holding company that has elected financial holding company status, and the Bank is a Pennsylvania state‑chartered bank.

The Corporation is subject to the oversight and regulation of the Board of Governors of the Federal Reserve System (the "Federal Reserve Board") and the Pennsylvania Department of Banking and Securities under the Bank Holding Company Act ("BHC Act").

Prior to February 12, 2026, the Bank was a Pennsylvania state‑chartered, non‑member bank supervised by the Pennsylvania Department of Banking and Securities and the Federal Deposit Insurance Corporation ("FDIC") as its primary federal regulator.

Effective February 12, 2026, the Bank became a member bank of the Federal Reserve System, and its primary federal regulator is now the Federal Reserve Board.

Therefore, the Bank remains a Pennsylvania state-chartered bank and continues to be subject to oversight by the Pennsylvania Department of Banking and Securities, but it is now a member bank with the Federal Reserve Board as its primary federal regulator, instead of the FDIC.

The Corporation and the Bank are also subject to various requirements and restrictions under federal and state law, such as requirements to maintain reserves against deposits, restrictions on the types, amounts and terms and conditions of loans that may be granted, and limitations on the types of investments that may be made and the types of services that may be offered.

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Bank Holding Company Regulation

As a bank holding company that controls a Pennsylvania state-chartered bank, the Corporation is subject to regulation and examination by the Pennsylvania Department of Banking and the Federal Reserve Board.

We are required to file with the Federal Reserve Board an annual report and such additional information and submissions as the Federal Reserve Board may require pursuant to the BHC Act and applicable regulations.

For instance, the BHC Act requires each bank holding company to obtain the approval of the Federal Reserve Board before it may acquire substantially all the assets of any bank, or before it may acquire ownership or control of any voting shares of any bank if, after such acquisition, it would own or control, directly or indirectly, more than five percent of any class of voting shares of such bank.

Such a transaction may also require approval of the Pennsylvania Department of Banking.

Such a transaction may also require approval of the Pennsylvania Department of Banking and Securities.

Pursuant to provisions of the BHC Act and regulations promulgated by the Federal Reserve Board thereunder, the Corporation may only engage in, or own companies that engage in, activities deemed by the Federal Reserve Board to be permissible for bank holding companies or financial holding companies.

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and the enforcement of such actions through injunctions or restraining orders based upon a judicial determination that the FDIC, as receiver, would be harmed if such equitable relief was not granted.

On May 30, 2023, ESSA Bank entered into a consent order with the United States of America, as approved by the United States District Court for the Eastern District of Pennsylvania, Civil Action No.

23-cv-2065l (the "ESSA Consent Order") to resolve allegations of violations of the Fair Housing Act and Equal Credit Opportunity Act within the Philadelphia-Camden-Wilmington, PA-NJ-DE-MD Metropolitan Statistical area.

The ESSA Consent Order required ESSA Bank to, among other things, (i) invest a minimum of $2.92 million in a loan subsidy fund to increase credit opportunities to residents of majority-Black and Hispanic census tracts in ESSA Bank’s lending area, and (ii) devote a minimum of $125,000 on community partnerships and $250,000 toward advertising, outreach, consumer financial education, and credit counseling focused on majority-Black and Hispanic census tracts within ESSA Bank’s lending area.

In addition, ESSA Bank was required to continue to maintain the positions of the two new mortgage loan officers hired pursuant to the ESSA Consent Order in its existing branches in West Philadelphia and its full-time Community Development Officer position to oversee these efforts throughout the term of the ESSA Bank Consent Order.

As required by the terms of the ESSA Consent Order, the Bank, as the resulting institution in the merger with ESSA Bank, agreed to and assumed all obligations under the ESSA Consent Order in connection with the merger.

Community Reinvestment Act

Under the Community Reinvestment Act of 1977 ("CRA"), the FDIC is required to assess the record of all financial institutions it supervises to determine if these institutions are meeting the credit needs of the community (including low and moderate income neighborhoods) which they serve.

CRA performance evaluations are based on a four-tiered rating system:

Outstanding, Satisfactory, Needs to Improve, and Substantial Noncompliance.

Under the Community Reinvestment Act of 1977 ("CRA"), the Bank’s primary federal regulator is required to assess the Bank’s record in meeting the credit needs of the communities it serves, including low‑ and moderate‑income neighborhoods.

Because the Bank became a member bank of the Federal Reserve System effective February 12, 2026, the Federal Reserve Board is now the Bank’s primary federal regulator for CRA purposes.

CRA performance evaluations are considered in evaluating applications for such things as mergers, acquisitions, and applications to open branches.

The Bank received a CRA rating of "Satisfactory" at its most recent CRA exam.

The FDIC, along with other federal bank regulators, published in October 2023 substantially updated regulations regarding CRA, as well as some amendments to this final rule in March 2024, which became effective on April 1, 2024, with various phase-in periods.

The federal banking agencies—the Federal Reserve, FDIC, and OCC—issued substantially updated CRA regulations in October 2023, with technical amendments in March 2024.

However, in July 2025, the federal bank regulatory agencies issued a proposal to rescind the CRA regulations issued in October 2023 and replace them with the prior CRA regulations, with certain technical amendments.

The federal banking agencies continue to apply the prior CRA regulations, and not the regulations issued in October 2023, in the interim as the October 2023 regulations are subject to legal action and have not taken effect.

Restrictions on Transactions with Affiliates and Insiders

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In November 2023, the FDIC announced a special assessment on all insured depository institutions with more than $5 billion in total assets, including the Bank, in order to recover the loss to the DIF associated with protecting uninsured depositors following the closures of Silicon Valley Bank and Signature Bank.

The special assessment is being collected over an eight-quarter collection period (and potentially longer), beginning with the first quarterly assessment period of 2024.

The special assessment was originally intended to be collected over an eight-quarter collection period, beginning with the first quarterly assessment period of 2024.

The FDIC announced in August 2025 that the collection period will be extended for at least one more quarter.

This extension of the collection period reflects the adjustment needed given changes to the loss estimates or changes in the amounts collected by the FDIC as compared to estimates.

The assessment base for the special assessment is equal to an insured depository institution’s ("IDI’s") estimated uninsured deposits reported as of December 31, 2022, adjusted to exclude the first $5 billion, applicable either to the IDI, if an IDI is not a subsidiary of a holding company, or at the banking organization level, to the extent that an IDI is part of a holding company with one or more subsidiary IDIs.

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The Corporation firmly believes in the importance of succession planning and, as such, has in place a formal succession planning process for all named executive officers, members of the executive management team, and regional presidents.

The succession plan was successfully utilized in 2024 after the resignation of a named executive officer, resulting in a seamless transition to a senior executive within the Corporation.

The succession plan was successfully utilized in 2024 after the resignation of a named executive officer, resulting in a seamless transition of related areas of responsibility to other members of the Senior Management within the Corporation.

A critical factor of the Corporation’s succession plan is the training and development of its management team to create a strong internal pipeline of talent to produce the future leaders of the Corporation.

The Corporation’s succession planning process is further strengthened by its presence in diversified markets that lead to opportunities to attract and retain talent with broad-based skills and experiences.

The Corporation’s succession planning process is further strengthened by the Corporation's presence in diversified markets that lead to opportunities to attract and retain talent with broad-based skills and experiences.

The Corporation is dedicated to recognizing the unique contribution of each employee and is committed to supporting a workplace that understands, accepts and values the similarities and differences between individuals.

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• Evolve and invest in technology, tools, and resources to better support employees of varying skills and backgrounds at work.

To monitor changes in the Corporation’s employee and management groups relative to both composition and growth, the Corporation uses, among other tools, recurring management and employee surveys, profile analyses, and summaries of year-over-year changes to the pools of employees and management within its various banking divisions and the Corporation as a whole, and utilizes the results to track progress and improve the effectiveness of the Corporation’s leadership development and workforce profile and personnel management practices.

To monitor changes in the Corporation's employee and management groups relative to both composition and growth, the Corporation uses, among other tools, recurring management and employee surveys, profile analyses, third-party compensation surveys, and summaries of year-over-year changes to the pools of employees and management within the Corporation's various banking divisions and the Corporation as a whole, and utilizes the results to track progress and improve the effectiveness of the Corporation’s leadership development and workforce profile and personnel management practices.

The Corporation offers a robust range of training programs tailored to meet the needs of employees across all levels and departments.

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The Corporation’s employees actively participate in their local communities through volunteer activities in education, economic development, human and health services, and community reinvestment.

During 2024, the Corporation’s employees collectively contributed 34,741 hours in voluntary support to 1,397 organizations, with 88% of employees actively participating.

Additionally, there were approximately $1.5 million in donations to community organizations and events within the communities the Corporation serves.

To encourage employees to give back to their communities, the Corporation introduced the Volunteer Time Off Program, which provides employees with up to 16 hours of paid time off annually to volunteer for nonprofit organizations and local causes who may need volunteer assistance during typical weekday business hours.

During 2025, the Corporation’s employees collectively reported service of 32,421 hours in voluntary support to 1,374 organizations, with 74% of employees actively participating.

Additionally, there were approximately $1.4 million in donations, from both the Corporation and employees through internal fundraising efforts, to community organizations and events within the communities the Corporation serves.

To encourage employees to give back to their communities, the Corporation's Volunteer Time Off Program, which provides employees with up to 16 hours of paid time off annually to volunteer for nonprofit organizations and local causes that may need volunteer assistance during typical weekday business hours.

In 2025, the program was met with tremendous enthusiasm, with employees dedicating a collective total of 3,446 hours to volunteer service across the communities the Corporation serves.

Importantly, employees contributed nearly nine times of additional volunteering hours of their own time beyond those hours covered by the Volunteer Time Off Program.

Importantly, employees contributed over nine times additional volunteering hours of their own time beyond those hours covered by the Volunteer Time Off Program.

From participating in local food drives to mentoring youth and supporting nonprofit initiatives, the program has helped strengthen the Corporation’s ties to its communities while fostering a culture of service among its team members.

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Located in a distressed section of downtown Rochester, New York, the Corporation supported a project to rehabilitate four historic commercial buildings into a mixed‑use community with four commercial spaces and eleven residential apartments through a combination of debt financing of $9.6 million and an equity investment of $4.1 million in historic tax credits generated by the project.

The commercial space will be available at affordable rents to generate economic and small business opportunities particularly marketed towards local and minority/women-owned business enterprises.

Additionally, in Parma, Ohio, the Corporation provided debt financing of $5.5 million and made an equity investment of $4.2 million in low-income housing tax credits to support a project to rehabilitate low-income senior housing facility, with 63 units.

The commercial space will be available at affordable rents to generate economic and small‑business opportunities, particularly marketed toward local and minority/women‑owned business enterprises.

Additionally, in Parma, Ohio, the Corporation provided debt financing of $5.5 million and made an equity investment of $4.2 million in low‑income housing tax credits to support a project to rehabilitate a low‑income senior housing facility with 63 units.

The project includes extensive improvements to make the facility more energy‑efficient and to increase the number of units that are handicap accessible.

The Corporation remains deeply committed to promoting financial education within its communities.

The Corporation remains deeply committed to promoting financial well‑being within its communities.

Through a variety of initiatives, the Corporation aims to empower individuals with the knowledge and tools they need to achieve financial wellness.

In 2024, the Corporation launched the Financial Wellness Center, offering a series of free, publicly available online trainings that cover a wide range of finance topics, from budgeting basics to retirement planning.

In 2024, CNB Bank partnered with twelve local schools to host seven financial reality fairs for high school students, providing hands-on experiences to help them understand budgeting, saving, and preparing for unexpected expenses.

To further support financial literacy, lunch-and-learn sessions are offered regularly on topics such as saving for college, building a healthy financial mindset, and retirement planning.

Five lunch and learns were hosted by the Corporation in 2024, with more planned for 2025.

These initiatives reflect the Corporation’s dedication to fostering a financially informed and resilient community.

In 2025, the Corporation continued to expand its Financial Wellness Center, offering a robust series of free, publicly available online trainings that cover a wide range of basic finance topics, from budgeting basics to retirement planning.

The series was expanded to support the financial education of small business owners and added personal finance courses on emergency savings, additional budgeting resources, and lowering debt.

In 2025, the Corporation partnered with ten schools to host five financial reality fairs for middle school and high school students, providing hands‑on experiences to help them understand budgeting, saving, and preparing for unexpected expenses.

In addition, the Small Business Essentials Fair was created and deployed to support small business owners to ensure they have the financial and educational resources for success.

To support a broader financial education outreach, virtual lunch‑and‑learn sessions were offered on topics focusing on basic financial education, protecting seniors from fraud, and cybersecurity.

These initiatives are a sample of the robust financial education programs that the Corporation offered in 2025 and reflect the Corporation’s dedication to fostering a financially informed and resilient community.

The Corporation continued to focus on increasing its outreach to those who have been traditionally underserved by the financial institution industry.

Examples of some the Corporation’s key recent initiatives are outlined below.

In 2025, the Corporation's new financial education center and community banking office is scheduled to open in downtown Erie, PA.

Located on Parade Street, this location aims to provide financial education and accessible banking to underserved communities, promoting economic empowerment, and narrowing the wealth gap.

This location will be the first bank to open on Parade Street in over a decade.

• Introduced in 2025, CNB Bank’s Open Your Door Program is designed to help more individuals and families achieve the goal of homeownership.

This program provides meaningful financial advantages, including low down payment options, flexible underwriting criteria, no private mortgage insurance requirements, waived processing and application fees, and a no‑closing‑cost option, all aimed at reducing barriers for qualified buyers.

These features make the program a valuable resource for expanding access to affordable housing throughout the Corporation's footprint.

• CNB Bank partners with GreenPath Financial Wellness, a national nonprofit with more than 60 years of experience providing trusted financial counseling and debt management support.

Through this partnership, customers gain free access to certified financial counselors, personalized budgeting assistance, and expert guidance for managing credit card debt, housing challenges, and long‑term financial goals.

GreenPath’s NFCC and HUD‑certified counselors offer confidential, one‑on‑one support to help individuals reduce financial stress, improve financial stability, and take control of their financial future.

• In 2025, CNB Bank's new financial education center and community banking office opened in downtown Erie, Pennsylvania.

Located on Parade Street, this location provides financial education and accessible banking to underserved communities, promoting economic empowerment, and narrowing the wealth gap.

This location was the first bank to open on Parade Street in over a decade.

• Launched in May 2023, Impressia Bank is CNB Bank’s sixth division and is dedicated to empowering women business owners and leaders.

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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 1. Business