What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2026-03-11 compared with 2025-03-06 · 580 added, 316 removed, 2103 unchanged (30% of the section changed)

29 unchanged sentences

The Corporation measures expected credit losses based on a pooled loan basis when similar risk characteristics exist by primarily applying a discounted cash flow ("DCF") model.

The DCF model discounts instrument-level contractual cash flows, adjusting for prepayments and curtailments, and incorporates loss expectations based on past events, current conditions, and forecasted macroeconomic indicators using reasonable and supportable forecasts.

The quantitative estimated losses provided by the DCF model are supplemented by more qualitative factors that impact potential losses.

Qualitative factors include changes in underwriting standards, changes in lending staff, changes in environmental conditions and other relevant factors.

The allowance for credit loss may be materially affected by these qualitative factors, especially during periods of economic uncertainty, for items not reflected in the lifetime credit loss calculation, but which are deemed appropriate by management's current assessment of the risks related to the loan portfolio and/or external factors.

The calculated quantitative estimated losses are supplemented by qualitative factors that impact expected credit losses.

Qualitative factors include changes in underwriting standards, changes in external environment, changes in lending experience and depth and other factors.

The evaluation of qualitative factors is inherently imprecise and requires significant management judgment.

We identified the qualitative factor adjustments included in the allowance for credit losses on loans as a critical audit matter.

The principal considerations for our determination included the high degree of judgment and subjectivity in auditing management’s estimation of qualitative factor adjustments, which requires significant judgment.

We identified the qualitative factor adjustments to the allowance for credit losses as a critical audit matter.

The principal considerations for that determination included the high degree of judgment and subjectivity in auditing management’s measurements of those qualitative factor adjustments related to economic conditions, changes in underwriting and lending experience and depth.

Auditing these assumptions required a high degree of auditor effort, specialized skills and knowledge, and significant auditor judgment to determine the relevance and reliability of data used in the development of the assumptions utilized by the Corporation.

How the Critical Audit Matter Was Addressed in the Audit

The primary procedures performed to address the critical audit matter included:

• We obtained an understanding, evaluated the design, and tested the operating effectiveness of the Corporation’s internal controls over the ACL process, including controls over the qualitative elements of the ACL.

This included controls over the review of the relevance and reliability of data used to determine the estimates and the review of the appropriateness of the key assumptions and judgments used in the determination of the qualitative factors.

• We evaluated the completeness and accuracy of data used in the development of qualitative factors and the reasonableness of management’s judgments and the relevance of data used in applying the qualitative factors.

• We evaluated the current and expected qualitative adjustments, including assessing the basis for the adjustments and the reasonableness of the significant assumptions.

We have served as the Corporation’s auditor since 2022.

• We obtained an understanding of the Corporation's model and process for determining the allowance for credit losses and evaluated the design and tested the operating effectiveness of controls relating to this estimate, including controls over management’s review and approval of relevant qualitative factor adjustments applied within the qualitative framework to address risks not already incorporated within the model.

• We evaluated management’s methodology for developing the qualitative factor adjustments related to economic conditions, changes in underwriting and lending experience and depth and the completeness and accuracy of data utilized in development of such adjustments.

• Our evaluation focused on the qualitative factor framework as a whole, including how management’s judgments across multiple factors collectively influence the allowance and adjust quantitative model outputs.

We assessed whether the combined effect of these judgments was reasonable, internally consistent, and supported by relevant data and governance processes.

Business Combination – Fair Value of Acquired Loans Receivable

Description of the Critical Audit Matter

As described in Notes 1 and 2 to the financial statements, on July 23, 2025, the Corporation completed its acquisition of ESSA Bancorp, Inc.

and its subsidiary bank, ESSA Bank & Trust Company, pursuant to the merger agreement dated as of January 9, 2025.

The assets acquired and liabilities assumed are required to be measured at fair value at the date of acquisition under the purchase method of accounting.

The Corporation acquired loans receivable with a fair value of $1.66 billion.

As disclosed by the Corporation, the fair value of the acquired loans receivable were estimated using a discounted cash flow method on an individual loan basis.

To estimate the value of the loans, each loans’ contractual cash flows were projected, adjusted for expected prepayments and credit losses.

Assumptions for credit losses were based off the risk characteristics of each loan.

The projected cash flows were then discounted to present value using a discount rate based on the relative risk of the cash flows.

We identified the valuation of the acquired loans receivable in the Merger as a critical audit matter.

The principal consideration for that determination included the high degree of judgment required by management in developing the assumptions used in the discounted cash flow methodology.

This required a high degree of auditor judgment and effort in performing procedures to evaluate audit evidence related to the judgments made by management and required the use of professionals with specialized skill and knowledge to determine the relevance and reliability of assumptions utilized.

How the Critical Audit Matter Was Addressed in the Audit

The primary procedures performed to address the critical audit matter included:

• We obtained an understanding, evaluated the design, and tested the operating effectiveness of the Corporation's process for estimating the acquired loans receivable fair value, including management's controls over establishing assumptions used;

and evaluating the completeness and accuracy of key inputs and assumptions used.

• We evaluated the Corporation’s process to develop the fair values of the acquired loans receivable by testing the completeness and accuracy of data and assumptions that the Corporation used and considered the relevance and reliability of such data and assumptions.

• We utilized valuation specialists to assist in:

◦ Evaluating the appropriateness of assumptions used in the model, and;

◦ Testing the design of the model calculation through a re-performance of discounted cash flows on the loans receivable.

/s/ Forvis Mazars, LLP

We have served as the Corporation’s auditor since 2022.

Indianapolis, Indiana

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We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) ("PCAOB"), the consolidated financial statements of the Corporation as of December 31, 2025 and 2024, and for each of the three years in the period ended December 31, 2025, and our report dated March 11, 2026, expressed an unqualified opinion on those financial statements.

As described in Management’s Report on Internal Control Over Financial Reporting, the scope of management’s assessment of internal control over financial reporting as of December 31, 2025, excluded ESSA Bancorp, Inc.

("ESSA") acquired on July 23, 2025.

We have also excluded ESSA from the scope of our audit of internal control over financial reporting.

ESSA represented approximately $32.9 million, or 14% of consolidated revenues for the year ended December 31, 2025, and approximately $1.7 billion, or 20% of consolidated total assets as of December 31, 2025.

Basis for Opinion

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Total deposits 7,027,109 5,371,364

Short-term borrowings 164,000 —

Deposits held for sale 88,119 —

Subordinated debentures 20,620 20,620

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50,000,000 shares authorized;

Shares issued 21,235,503 shares at December 31, 2024 and 2023

Shares issued 29,594,933 at December 31, 2025 and 21,235,503 at December 31, 2024

Additional paid in capital 422,653 219,876

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Interest and fees on loans $ 350,943 $ 293,544 $ 273,223

Processing fees on PPP loans — 3 1,889

Securities and cash and cash equivalents:

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on available-for-sale securities, respectively)

Net realized gains on equity securities — 22 —

Net unrealized gains (losses) on equity securities 754 ( 409 ) ( 1,149 )

Net realized and unrealized gains (losses) on equity securities 1,262 754 ( 387 )

Mortgage banking 756 673 676

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Net occupancy expense 18,222 14,737 14,509

Amortization of core deposit intangible 1,848 73 84

Technology expense 23,744 21,805 20,202

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Other non-interest expenses 21,674 19,070 18,908

Merger and integration costs 13,824 — —

Total non-interest expenses 190,881 150,002 145,342

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NET INCOME $ 66,131 $ 54,575 $ 58,020

OTHER COMPREHENSIVE INCOME (LOSS):

Net change in unrealized gains (losses) on available-for-sale securities, net of reclassification and tax $ 1,715 $ 6,109 $ ( 53,576 )

OTHER COMPREHENSIVE INCOME:

Net change in unrealized gains on available-for-sale securities, net of reclassification and tax $ 13,504 $ 1,715 $ 6,109

Amortization of unrealized gains from held-to-maturity securities, net of tax 475 545 591

Change in actuarial gains (losses), for post-employment health care plan, net of amortization and tax ( 506 ) 245 ( 139 )

Change in actuarial losses, for pension plan, net of tax ( 565 ) — —

Change in fair value of interest rate swap agreements designated as a cash flow hedge, net of interest and tax — — ( 119 )

Total other comprehensive income (loss) 2,505 6,442 ( 52,126 )

Total other comprehensive income 12,908 2,505 6,442

COMPREHENSIVE INCOME $ 79,039 $ 57,080 $ 64,462

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Net income — — 58,020 — — 58,020

Other comprehensive loss — — — — ( 52,126 ) ( 52,126 )

Other comprehensive income — — — — 6,442 6,442

Forfeiture of restricted stock award grants ( 6,391 shares)

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Stock-based contribution expense — 55 — — — 55

Issuance of common stock, net of issuance costs ( 4,257,446 shares)

— 94,051 — — — 94,051

Purchase of treasury stock ( 326,459 shares)

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Stock-based compensation expense — 2,225 — — — 2,225

Contribution of treasury stock ( 3,000 shares)

— ( 81 ) — 81 — —

Stock-based contribution expense — 55 — — — 55

Purchase of treasury stock ( 23,988 shares)

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Stock-based compensation expense — 2,669 — — — 2,669

Purchase of treasury stock ( 23,988 shares)

— — — ( 441 ) — ( 441 )

Purchase of treasury stock for the purpose of tax withholding related to restricted stock award vesting ( 11,187 shares)

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— — — ( 50 ) — ( 50 )

Acquisition of ESSA Bancorp and ESSA Bank — 202,549 — — — 202,549

Preferred cash dividend declared — — ( 4,302 ) — — ( 4,302 )

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core deposit intangible, and mortgage servicing rights 10,906 8,269 7,739

Accretion of securities, deferred loan fees and costs, net yield and credit mark on

Net accretion of securities, deferred loan fees and costs, net yield and credit mark on

acquired loans, and unearned income ( 12,927 ) ( 4,585 ) ( 3,158 )

Net amortization of deferred costs on borrowings 304 303 303

Accretion of deferred PPP processing fees — ( 3 ) ( 1,889 )

Deferred tax (benefit) expense 5,068 ( 1,183 ) 1,111

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Net realized and unrealized losses (gains) on equity securities ( 1,262 ) ( 754 ) 387

Gain on sale of loans held for sale ( 770 ) ( 447 ) ( 1,285 )

Net losses (gains) on dispositions of premises and equipment and foreclosed assets 53 27 ( 170 )

Losses (gains) on sale of loans held for sale 1,254 ( 770 ) ( 447 )

Net (gains) losses on dispositions of premises and equipment and foreclosed assets ( 160 ) 53 27

Proceeds from sale of loans receivable 29,875 27,934 16,263

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Proceeds from maturities, prepayments and calls of held-to-maturity securities 64,877 83,883 16,806

Purchases of held-to-maturity securities — — ( 213,853 )

Purchase of equity securities ( 311 ) ( 401 ) ( 369 )

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Net increase in loans receivable ( 275,994 ) ( 155,115 ) ( 197,594 )

Purchase of bank owned life insurance — — ( 11,644 )

Proceeds from death benefit of bank owned life insurance policies 2,471 — —

Net cash from business combinations 27,403 — —

Redemption (purchase) of FHLB, other equity, and restricted equity interests 6,373 ( 10,691 ) 704

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CASH FLOWS FROM FINANCING ACTIVITIES:

Net increase (decrease) in checking, money market and savings accounts 156,248 316,280 ( 153,191 )

Net increase in certificates of deposit 216,366 60,033 60,009

Net increase in checking, money market and savings accounts 317,629 156,248 316,280

Net (decrease) increase in certificates of deposit ( 29,570 ) 216,366 60,033

Purchase of treasury stock ( 333 ) ( 643 ) ( 6,724 )

Proceeds from common stock offering, net of issuance costs — — 94,051

Cash dividends paid, common stock ( 18,190 ) ( 14,912 ) ( 14,694 )

Cash dividends paid, preferred stock ( 4,302 ) ( 4,302 ) ( 4,302 )

Net change in short-term borrowings — ( 132,396 ) 132,396

Net decrease in short-term borrowings ( 273,000 ) — ( 132,396 )

NET CASH PROVIDED BY FINANCING ACTIVITIES ( 7,766 ) 352,757 218,197

NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS 220,989 115,761 ( 625,913 )

NET INCREASE IN CASH AND CASH EQUIVALENTS 84,861 220,989 115,761

CASH AND CASH EQUIVALENTS, Beginning 443,035 222,046 106,285

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Transfers from loans held for investment to loans held for sale 385 438 166

Transfer of securities from available-for-sale to held-to-maturity — — 220,757

Grant of restricted stock awards from treasury stock 2,683 3,025 2,743

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Lease liabilities arising from obtaining finance right-of-use assets 2,970 14,951 —

See Note 2, "Business Combinations" regarding non-cash transactions included in the acquisition.

See Notes to Consolidated Financial Statements

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The Corporation and its other subsidiaries are subject to examination by federal and state regulators.

The Corporation’s market area is primarily concentrated in the Central and Northwest regions of the Commonwealth of Pennsylvania, the Central and Northeast regions of the State of Ohio, Western region of the State of New York and the Southwest region of the Commonwealth of Virginia.

The Corporation's market area is primarily concentrated in the Central, Northwest and Northeast regions of the Commonwealth of Pennsylvania, the Central and Northeast regions of the State of Ohio, Western region of the State of New York and the Southwest region of the Commonwealth of Virginia.

Basis of Financial Presentation

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The allowance for credit losses on loans receivable and off-balance sheet credit exposures, the fair values of financial instruments, goodwill and the status of contingencies are particularly subject to change.

Any resulting change in these estimates could be material to the consolidated financial statements.

Cash and Cash Equivalents

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Any impairment that has not been recorded through an allowance for credit losses is recognized in other comprehensive income.

Changes in the allowance for credit losses are recorded as provision for (or reversal of) credit loss expense.

Losses are charged against the allowance when management confirms that an AFS security is uncollectable or when either of the criteria regarding intent or requirement to sell is met.

Changes in the allowance for credit losses are recorded as a credit loss expense (or reversal).

Losses are charged against the allowance when management believes the uncollectibility of an AFS security is confirmed or when either of the criteria regarding intent or requirement to sell is met.

As of December 31, 2025 and December 31, 2024, the Corporation determined that the unrealized loss positions in AFS debt securities were not the result of credit losses, and therefore, an allowance for credit losses was not recorded.

See Note 3, "Securities," and Note 5, "Fair Value," for more information about AFS debt securities.

Accrued interest receivable on AFS debt securities totaled $ 2.1 million and $ 1.4 million at December 31, 2024 and December 31, 2023, respectively, and was reported in accrued interest receivable and other assets on the consolidated balance sheets.

Accrued interest receivable on AFS debt securities totaled $ 3.1 million and $ 2.1 million at December 31, 2025 and December 31, 2024, respectively, and is excluded from the estimate of credit losses.

Accrued interest receivable on AFS debt securities was reported in accrued interest receivable and other assets on the consolidated balance sheets.

Allowance for Credit Losses (HTM Debt Securities)

Management measures expected credit losses on HTM debt securities on a collective basis by major security type.

Accrued interest receivable on HTM debt securities totaled $ 1.1 million and $ 1.3 million at December 31, 2024 and 2023, respectively, and was reported in accrued interest receivable and other assets on the consolidated balance sheets and is excluded from the estimate of credit losses.

Accrued interest receivable on HTM debt securities totaled $ 857 thousand and $ 1.1 million at December 31, 2025 and 2024, respectively, and was reported in accrued interest receivable and other assets on the consolidated balance sheets and is excluded from the estimate of credit losses.

The estimate of expected credit losses considers historical credit loss information that is adjusted for current conditions and reasonable and supportable forecasts

Management classifies the HTM portfolio into the following major security types:

government sponsored entities and residential & multi-family mortgages.

All of the residential & multi-family mortgages held by the Corporation are issued by U.S.

All of the mortgage-backed residential securities held by the Company are issued by U.S.

government entities and agencies.

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Equity securities without readily determinable fair values are carried at cost, minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment.

Restrictions on the sale of equity securities held are not considered in the fair value measurement unless the restriction is a characteristic of the actual securities.

Loans Held for Sale

Loans originated and intended for sale in the secondary market are carried at the lower of aggregate cost or fair value, as determined by outstanding commitments from investors.

Mortgage loans originated and intended for sale in the secondary market are carried at the lower of aggregate cost or fair value, as determined by outstanding commitments from investors.

Net unrealized losses, if any, are recorded as a valuation allowance and charged to earnings.

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Past-due status is based on the contractual terms of the loan.

Loans, including loans modified in a troubled debt restructuring, are placed on nonaccrual or recorded as charge-offs at an earlier date if collection of principal or interest is considered doubtful.

In all cases, loans are placed on nonaccrual or charged off at an earlier date if collection of principal or interest is considered doubtful.

All interest accrued but not received on loans placed on nonaccrual is reversed against interest income.

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Under the cash-basis method, interest income is recorded when the payment is received in cash.

For all portfolio segments, loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured.

Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured.

Purchased Credit Deteriorated ("PCD") Loans

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The difference between the initial amortized cost basis and the par value of the loan is a noncredit discount or premium, which is amortized into interest income over the life of the loan.

Subsequent changes to the allowance for credit losses are recorded through provision expense.

Subsequent changes to the allowance for credit losses are recorded through credit loss expense.

Concentration of Credit Risk

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Allowance for Credit Losses - Loans

The allowance for credit losses on loans represents management’s estimate of expected credit losses over the estimated life of our existing portfolio of loans.

The allowance for credit losses is a valuation account that is deducted from the loan's amortized cost basis to present the net amount expected to be collected on the loans.

The expense for credit loss recorded through earnings is the amount necessary to maintain the allowance for credit losses on loans at the amount of expected credit losses inherent within the loan portfolio.

Loans are recorded as charge-offs against the allowance when management confirms a loan balance is uncollectable.

Loans are charged off against the allowance when management believes the uncollectibility of a loan balance is confirmed.

Expected recoveries do not exceed the aggregate of amounts previously charged-off and expected to be charged-off.

1 unchanged sentence

Historical credit loss experience provides the basis for the estimation of expected credit losses.

Adjustments to historical loss information are made for differences in current loan-specific risk characteristics such as differences in underwriting standards, changes in environmental conditions, delinquency level, segment growth rates and changes in duration within new markets, or other relevant factors.

Adjustments to historical loss information are made for differences in current loan-specific risk characteristics such as differences in underwriting standards, changes in environmental conditions, delinquency level, segment growth rates (portfolio mix) and changes in duration within new markets, or other relevant factors.

For further information on the allowance for credit losses on loans, see Note 4, "Loans Receivable and Allowance for Credit Losses," for additional detail.

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Residential Mortgages secured by first liens :

The Bank originates one-to-four family residential mortgage loans primarily within Central and Northwest Pennsylvania, Central and Northeast Ohio, Western New York, and Southwest Virginia market.

The Bank originates one-to-four family residential mortgage loans primarily within Central, Northeast, and Northwest Pennsylvania, Central and Northeast Ohio, Western New York, and Southwest Virginia market.

These loans are secured by first liens on a primary residence or investment property.

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Residential Mortgages secured by junior liens :

The Bank originates loans secured by junior liens against one to four family properties primarily within Central and Northwest Pennsylvania, Central and Northeast Ohio, Western New York, and Southwest Virginia market.

The Bank originates loans secured by junior liens against one to four family properties primarily within Central, Northeast, and Northwest Pennsylvania, Central and Northeast Ohio, Western New York, and Southwest Virginia market.

Loans secured by junior liens are primarily in the form of an amortizing home equity loan.

3 unchanged sentences

Multifamily (5 or more) residential properties :

The Bank originates mortgage loans for multifamily properties primarily within Central and Northwest Pennsylvania, Central and Northeast Ohio, Western New York, and Southwest Virginia market.

The Bank originates mortgage loans for multifamily properties primarily within Central, Northeast, and Northwest Pennsylvania, Central and Northeast Ohio, Western New York, and Southwest Virginia market.

Multifamily loans are expected to be repaid from the cash flows of the underlying property so the collective amount of rents must be sufficient to cover all operating expenses, property management and maintenance, taxes and debt service.

1 unchanged sentence

Owner-occupied, nonfarm nonresidential properties :

The Bank originates mortgage loans to operating companies primarily within Central and Northwest Pennsylvania, Central and Northeast Ohio, Western New York, and Southwest Virginia market.

The Bank originates mortgage loans to operating companies primarily within Central, Northeast, and Northwest Pennsylvania, Central and Northeast Ohio, Western New York, and Southwest Virginia market.

Owner-occupied real estate properties primarily include retail buildings, medical buildings and industrial/warehouse space.

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Non-owner occupied, nonfarm nonresidential properties :

The Bank originates mortgage loans for commercial real estate that is managed as an investment property primarily within Central and Northwest Pennsylvania, Central and Northeast Ohio, Western New York, and Southwest Virginia market.

The Bank originates mortgage loans for commercial real estate that is managed as an investment property primarily within Central, Northeast, and Northwest Pennsylvania, Central and Northeast Ohio, Western New York, and Southwest Virginia market.

Commercial real estate properties primarily include retail buildings/shopping centers, hotels, office/medical buildings and industrial/warehouse space.

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The primary risk characteristics are specific to the uncertainty on production, market, financial, environmental and human resources.

Loans to depository institutions :

The Bank originates loans to banks, credit unions, and other depository or financial institutions whose primary business activities include accepting deposits and extending credit.

These credits are generally short‑ to medium‑term and may be secured or unsecured, with collateral often consisting of securities or other high‑quality liquid assets when obtained.

Repayment typically depends on the borrower’s operating performance, liquidity management, and access to market funding.

Key risk characteristics include capital adequacy, asset quality, liquidity, operating results, and sensitivity to market and regulatory conditions.

The Bank manages these risks through ongoing monitoring of financial performance, regulatory filings, and collateral arrangements when appropriate.

Commercial and Industrial :

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Other loans :

The Bank originates other loans, such as loans to nonprofit organizations, including churches, hospitals, educational and charitable institutions, clubs, and similar associations.

The primary risk characteristics associated with these types of loans are repayment, demographic, social, political and reputation risks.

The Bank reports overdrawn customer deposit balances as loans.

The Bank originates various loans that do not fall within its primary commercial or consumer categories, including loans to nonprofit organizations such as churches, hospitals, educational institutions, charitable groups, and community associations.

These borrowers often depend on donations, grants, dues, or program revenues, making repayment sensitive to economic conditions and the stability of their funding sources.

Key risk characteristics include operational and cash‑flow volatility, concentration within donor or membership bases, and exposure to demographic, social, political, or regulatory changes.

Collateral, when taken, may include real estate or other assets, though recovery values can be limited due to specialized uses.

These loans are generally evaluated collectively for the allowance for credit losses based on shared risk attributes and historical performance.

The Bank reports overdrawn customer deposit balances as loans, as the negative balance represents an extension of credit.

Overdrafts are unsecured, short‑term exposures that arise when withdrawals exceed the available account balance, with repayment dependent on the customer’s ability to replenish the account through future deposits.

Key risk characteristics include the customer’s deposit behavior, financial condition, and frequency of overdraft activity.

These exposures are monitored through established account controls and are evaluated collectively for the allowance for credit losses based on historical loss experience and current expected credit conditions.

Methods utilized by management to estimate expected credit losses include a discounted cash flow ("DCF") model that discounts instrument-level contractual cash flows, adjusted for prepayments and curtailments, incorporating loss expectations, and a weighted average remaining maturity ("WARM") model which contemplates expected losses at a pool-level, utilizing historic loss information.

15 unchanged sentences

• Non-owner occupied, nonfarm nonresidential properties

• Loans to depository institutions

• Agricultural production and other loans to farmers

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The fair value of the collateral is adjusted for the estimated cost to sell if repayment or satisfaction of a loan is dependent on the sale (rather than only on the operation) of the collateral.

When the discounted cash flow method is used to determine the allowance for credit losses, management adjusts the effective interest rate used to discount expected cash flows to incorporate expected prepayments.

Expected credit losses are estimated over the contractual term of the loans, adjusted for expected prepayments when appropriate.

The contractual term excludes expected extensions, renewals, and modifications unless those options are included in the original or modified contract at the reporting date and are not unconditionally cancellable by the Corporation.

Allowance for Credit Losses on Off-Balance Sheet Credit Exposures

Management estimates expected credit losses over the contractual period in which the Corporation is exposed to credit risk via a contractual obligation to extend credit, unless that obligation is unconditionally cancellable by the Corporation.

The allowance for credit losses on off-balance sheet credit exposures is adjusted through credit loss expense.

The estimate includes consideration of the likelihood that funding will occur and an estimate of expected credit losses on commitments expected to be funded over its estimated life.

Management estimates the amount of expected losses by calculating a commitment usage factor over the contractual period for exposures that are not unconditionally cancellable by the Bank and applying the loss factors used in the allowance for credit losses on loans methodology to the results of the usage calculation to estimate the liability for credit losses related to unfunded commitments for each loan segment.

The estimate of credit losses on OBS credit exposures is $ 944 thousand and $ 759 thousand at December 31, 2024 and 2023, respectively, and was reported in accrued interest payable and other liabilities on the consolidated balance sheets.

Mortgage Servicing Rights

The estimate of credit losses on off-balance sheet credit exposures is $ 1.2 million and $ 944 thousand at December 31, 2025 and 2024, respectively, and was reported in accrued interest payable and other liabilities on the consolidated balance sheets.

Servicing Rights

When mortgage loans are sold with servicing retained, servicing rights are initially recorded at fair value with the income statement effect recorded in mortgage banking income.

Fair value is based on market prices for comparable mortgage servicing contracts, when available, or alternatively, is based on a valuation model that calculates the present value of estimated future net servicing income.

The valuation model incorporates assumptions that market participants would use in estimating future net servicing income, such as the cost to service, the discount rate, the custodial earnings rate, an inflation rate, ancillary income, prepayment speeds and default rates and losses.

The Corporation compares the valuation model inputs and results to published industry data in order to validate the model results and assumptions.

All classes of servicing assets are subsequently measured using the amortization method which requires servicing rights to be amortized into non-interest income in proportion to, and over the period of, the estimated future net servicing income of the underlying loans.

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Transfers of financial assets are accounted for as sales when control over the assets has been relinquished.

Control over transferred assets is deemed to be surrendered when the assets have been isolated from the Corporation, the transferee obtains the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets, and the Corporation does not maintain effective control over the transferred assets.

Control over transferred assets is deemed to be surrendered when the assets have been legally isolated from the Corporation, the transferee obtains the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets, and the Corporation does not maintain effective control over the transferred assets.

Foreclosed Assets

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Maintenance, repairs and minor renewals are charged to expense as incurred.

The Corporation leases real estate property for branches and certain equipment.

The Corporation determines if an arrangement is a lease at inception and if the lease is an operating lease or a finance lease.

Operating lease right-of-use assets represent the Corporation's right to use an underlying asset during the lease term and operating lease liabilities represent the Corporation's obligation to make lease payments arising from the lease.

The period over which the right-of-use asset is amortized is generally the lesser of the expected remaining term or the remaining useful life of the leased asset.

The lease liability is decreased as periodic lease payments are made.

The Corporation performs impairment assessments for right-of-use assets when events or changes in circumstances indicate that their carrying values may not be recoverable.

The calculated amounts of the right-of-use assets and lease liabilities are impacted by the length of the lease term and the discount rate used to calculate the present value of the minimum remaining lease payments.

The Corporation's lease agreements often include one or more options to renew at the Corporation's discretion.

If, at lease inception, the Corporation considers the exercising of a renewal option to be reasonably certain, the Corporation includes the extended term in the calculation of the right-of-use asset and lease liability.

Generally, the Corporation cannot practically determine the interest rate implicit in the lease so the Corporation's incremental borrowing rate is used as the discount rate for the lease.

The Corporation uses Federal Home Loan Bank ("FHLB") of Pittsburgh advance interest rates, which have been deemed as the Corporation's incremental borrowing rate, at lease inception based upon the term of the lease.

The Corporation's lease agreements do not contain any material residual value guarantees or material restrictive covenants.

Lease expense, variable lease expense and short-term lease expense are included in occupancy expense in the Corporation's consolidated statements of income.

For facility-related leases, the Corporation elected, by lease class, to not separate lease and non-lease components.

Lease expense is recognized on a straight-line basis over the lease term.

Variable lease expense primarily represents payments such as common area maintenance, real estate taxes, and utilities and are recognized as expense in the period when those payments are incurred.

Short-term lease expense relates to leases with an initial term of 12 months or less.

The Corporation has elected to not record a right-of-use asset or lease liability for short-term leases.

Leases are classified as operating or finance leases at the lease commencement date.

The Corporation leases certain locations and equipment.

The Corporation records leases on the balance sheet in the form of a lease liability for the present value of future lease payments under the lease terms and a right-of-use asset equal to the lease liability adjusted for items such as deferred or prepaid rent, lease incentives, and any impairment of the right-of-use asset.

The discount rate used in determining the lease liability is based upon incremental borrowing rates the Corporation could obtain for similar loans as of the date of commencement or renewal.

The Corporation does not record short term leases with an initial lease term of one year or less on the consolidated balance sheets.

At lease inception, the Corporation determines the lease term by considering the noncancelable lease term and all optional renewal periods that the Corporation is reasonably certain to renew.

The lease term is also used to calculate straight-line lease expense.

Leasehold improvements, except for those relating to leases between entities under common control, are amortized over the shorter of the useful life and the estimated lease term.

Leasehold improvements relating to leases between entities under common control are amortized over the useful life of the improvements to the common control group.

The Corporation's leases do not contain residual value guarantees or material variable lease payments.

Operating lease expense consists of a single lease cost allocated over the remaining lease term on a straight-line basis, variable lease expense, and any impairment of the right-of-use asset.

Lease expense is included in occupancy expense on the Corporation's consolidated statements of income.

The Corporation's variable lease expense includes rent escalators that are based on market conditions and include items such as common area maintenance, utilities, parking, property taxes, insurance and other costs associated with the lease.

The amortization of the right-of-use asset arising from finance leases is expensed through occupancy expense and the interest on the related lease liability is expensed through interest expense on borrowings on the Corporation's consolidated statements of income.

The Corporation has elected to treat property leases that include both lease and non-lease components as a single component and account for it as a lease.

Federal Home Loan Bank Stock

As a member of the FHLB of Pittsburgh, the Corporation is required to purchase and hold stock in the FHLB to satisfy membership and borrowing requirements.

This stock is restricted in that it can only be sold to the FHLB or to another member institution, and all sales of FHLB stock must be at par.

As a result of these restrictions, FHLB stock is unlike other investment securities insofar as there is no trading market for FHLB stock and the transfer price is determined by FHLB membership rules and not by market participants.

FHLB stock is held as a long-term investment, is valued at its cost basis and is analyzed for impairment based on the ultimate recoverability of the par value.

The Corporation evaluates impairment quarterly.

The decision of whether impairment exists is a matter of judgment that reflects our view of the FHLB’s long-term performance, which includes factors such as the following:

• its operating performance;

• the severity and duration of declines in the fair value of its net assets related to its capital stock amount;

• its commitment to make payments required by law or regulation and the level of such payments in relation to its operating performance;

• the impact of legislative and regulatory changes on the FHLB, and accordingly, on the members of FHLB;

• its liquidity and funding position.

Both cash and stock dividends are reported as income.

As a member of the Federal Home Loan Bank ("FHLB") system, members are required to own a certain amount of stock based on the level of borrowings and other factors and may invest in additional amounts.

FHLB stock is carried at cost, classified as a restricted security, and periodically evaluated for impairment based on ultimate recovery of par value.

Both cash and stock

dividends are reported as income.

Qualified Affordable Housing Project Investments

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Goodwill and Other Intangible Assets

Goodwill resulting from business combinations prior to January 1, 2009 represents the excess of the purchase price over the fair value of the net assets of businesses acquired.

Goodwill resulting from business combinations after January 1, 2009 is generally determined as the excess of the fair value of the consideration transferred, plus the fair value of any noncontrolling interest in the acquiree, over the fair value of the net assets acquired and liabilities assumed as of the acquisition date.

Goodwill and intangible assets acquired in a purchase business combination and determined to have an indefinite useful life are not amortized, but tested for impairment at least annually or more frequently if events and circumstances exists that indicate that a goodwill impairment test should be performed.

The Corporation has no intangible assets with an indefinite useful life.

During the fourth quarter of 2023, the Corporation elected to change the timing of its annual goodwill impairment test from December 31 to November 30.

The selection of November 30 as the annual testing date for the impairment of goodwill is intended to move the testing to a time period outside of the Corporation's annual financial reporting process to allow the Corporation additional time to complete the analysis.

The Corporation believes that this change is preferable under the circumstances, and that this change does not accelerate, delay or avoid an impairment charge.

The Corporation has also determined that a change in the annual testing date did not result in adjustments to the consolidated financial statements when applied retrospectively.

Intangible assets with definite useful lives are amortized over their estimated useful lives to their estimated residual values.

Goodwill is an intangible asset with an indefinite life on the Corporation’s balance sheet.

Other intangible assets consist of core deposit intangible assets arising from the acquisition of Bank of Akron in 2020 and naming rights associated with the formation of Ridge View Bank, a division of the Bank in 2023.

The core deposit intangible assets from these acquisitions are amortized using an accelerated method over their estimated useful lives, which range from four years to ten years , respectively.

Goodwill arises from business combinations and is determined as the excess of the fair value of the consideration transferred, plus the fair value of any noncontrolling interests in the acquiree, over the fair value of the net assets acquired and liabilities assumed as of the acquisition date.

Goodwill and intangible assets acquired in a business combination and determined to have an indefinite useful life are not amortized but tested for impairment at least annually or more frequently if events and circumstances exist that indicate that an impairment test should be performed.

The Company has selected November 30 as the date to perform the annual impairment test.

Intangible assets with finite useful lives are amortized over their estimated useful lives to their estimated residual values.

Amortized intangibles must be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the long-lived asset (group) might not be recoverable.

An impairment loss related to intangible assets with finite useful lives is recognized if the carrying amount of the intangible asset is not recoverable and its carrying amount exceeds its fair value.

After the impairment loss is recognized, the adjusted carrying amount of the intangible asset shall be its new accounting basis.

Other intangible assets consist of core deposit intangible assets arising from acquisitions and naming rights associated with the formation of Ridge View Bank, a division of the Bank in 2023.

The core deposit intangible assets from acquisitions are amortized using an accelerated method over their estimated useful lives, which range from four years to ten years .

The naming rights have an indefinite useful life.

Goodwill and naming rights are the only intangible assets with an indefinite life on the Corporation's balance sheet.

Loan Commitments and Related Financial Instruments

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Such financial instruments are recorded when they are funded.

Derivative financial instruments are recognized as assets or liabilities at fair value.

The Corporation has interest rate swap agreements which are used as part of its asset liability management to help manage interest rate risk.

The Corporation does not use derivatives for trading purposes.

At the inception of a derivative contract, the Corporation designates the derivative as one of three types based on the Corporation's intentions and belief as to likely effectiveness as a hedge.

These three types are (1) a hedge of the fair value of a recognized asset or liability or of an unrecognized firm commitment ("fair value hedge"), (2) a hedge of a forecasted transaction or the variability of cash flows to be received or paid related to a recognized asset or liability ("cash flow hedge"), or (3) an instrument with no hedging designation ("stand-alone derivative").

For a fair value hedge, the gain or loss on the derivative, as well as the offsetting loss or gain on the hedged item attributable to the hedged risk, are recognized in current earnings as fair values change.

For a cash flow hedge, the gain or loss on the derivative is reported in other comprehensive income (loss) and is reclassified into earnings in the same periods during which the hedged transaction affects earnings.

Changes in the fair value of derivatives that do not qualify for hedge accounting are reported currently in earnings, as non-interest income.

Changes in the fair value of derivatives not designated are reported currently in earnings, as non-interest income.

Accrued settlements on derivatives that qualify for hedge accounting are recorded in interest income or interest expense, based on the item being hedged.

Accrued settlements on derivatives not designated or that do not qualify for hedge accounting are reported in non-interest income.

Cash flows on hedges are classified in the cash flow statement the same as the cash flows of the items being hedged.

Accrued settlements on derivatives not designated are reported in non-interest income.

Cash flows from designated derivatives are classified in the cash flow statement the same as the cash flows of the items being hedged.

The Corporation formally documents the relationship between derivatives and hedged items, as well as the risk-management objective and the strategy for undertaking hedge transactions, at the inception of the hedging relationship.

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When a fair value hedge is discontinued, the hedged asset or liability is no longer adjusted for changes in fair value and the existing basis adjustment is amortized or accreted over the remaining life of the asset or liability.

When a cash flow hedge is discontinued but the hedged cash flows or forecasted transactions are still expected to occur, gains or losses that were accumulated in other comprehensive income are amortized into earnings over the same periods which the hedged transactions will affect earnings.

The Corporation is exposed to losses if a counterparty fails to make its payments under a contract in which the Corporation is in the net receiving position.

The Corporation anticipates that the counterparties will be able to fully satisfy their obligations under the agreements.

All the contracts to which the Corporation is a party settle monthly or quarterly.

In addition, the Corporation obtains collateral above certain thresholds of the fair value of its hedges for each counterparty based upon their credit standing and the Corporation has netting agreements with the dealers with which it does business.

When a cash flow hedge is discontinued but the hedged cash flows or forecasted transactions have a more than remote probability of occurring, gains or losses that were accumulated in other comprehensive income are amortized into earnings over the same periods which the hedged transactions will affect earnings.

The Corporation is exposed to losses if a counterparty fails to make its payments under a contract in which the Corporation is in a net receiving position.

The Corporation anticipates that its counterparties will be able to fully satisfy their obligations under the agreements.

All contracts to which the Corporation is a party settle monthly or quarterly.

In addition, the Corporation obtains collateral above certain thresholds of the fair value of its derivatives for each dealer counterparty based on their credit standing, and the Corporation maintains netting agreements with the dealers with which it conducts business.

Stock-Based Compensation

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The market price of the Corporation’s common stock at the date of grant is used for restricted stock awards.

Compensation cost is recognized over the required service period, generally defined as the vesting period.

Compensation cost is recognized over the requisite service period, generally defined as the vesting period.

For awards with graded vesting, compensation cost is recognized on a straight‑line basis over the requisite service period for the entire award.

The Corporation’s accounting policy is to recognize forfeitures as they occur.

Certain of the restricted stock awards are performance based and costs are recognized based upon certain performance conditions.

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Retirement Plans

Post retirement obligation expense is the net of service and interest cost, return on plan assets and amortization of gains and losses not immediately recognized.

The Corporation’s expense associated with its 401(k) plan is determined under the provisions of the plan document and includes both matching and profit sharing components.

Deferred compensation and supplemental retirement plan expenses allocate the benefits over years of service.

Pension expense is the net of service and interest cost, return on plan assets and amortization of gains and losses not immediately recognized.

Employee 401(k) and profit-sharing plan expense is the amount of matching contributions.

Deferred compensation and supplemental retirement plan expense allocates the benefits over years of service.

Earnings Per Common Share

Basic earnings per common share is computed by dividing net income available to common shareholders by the weighted average number of common shares outstanding during the applicable period, excluding outstanding participating securities.

Diluted earnings per common share is computed using the weighted average number of common shares determined for the basic computation plus the dilutive effect of potential common shares issuable under certain stock compensation plans.

Unvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities and are included in the computation of earnings per share pursuant to the two-class method.

The Corporation has determined that its outstanding non-vested time-based restricted stock awards are participating securities.

Basic earnings per common share is net income divided by the weighted average number of common shares outstanding during the period.

All outstanding unvested share-based payment awards that contain rights to nonforfeitable dividends are considered participating securities for this calculation.

Diluted earnings per common share includes the dilutive effect of additional potential common shares issuable under stock compensation plans.

Earnings and dividends per share are restated for all stock splits and stock dividends through the date of issuance of the financial statements.

Comprehensive Income

The Corporation presents comprehensive income as part of the Consolidated Statements of Income and Comprehensive Income.

Comprehensive income consists of net income and other comprehensive income.

Other comprehensive income and loss consists of unrealized holding gains and losses on the AFS debt securities portfolio, amortization of AFS debt securities transferred to HTM, changes in the unrecognized actuarial gain and transition obligation related to the Corporation’s post retirement benefits plans, and changes in the fair value of the Corporation’s interest rate swaps, net of tax.

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Changes in assumptions or in market conditions could significantly affect the estimates.

Operating Segments

While the chief decision-maker monitors the revenue streams of the various products and services, operations are managed, and financial performance is evaluated on a Corporation-wide basis.

Operating segments are aggregated into one as operating characteristics for all segments are similar.

Accordingly, all of the financial service operations are considered by management to be aggregated in one reportable operating segment.

Business Combinations

The Corporation accounts for business combinations using the acquisition method of accounting.

The accounts of an acquired entity are included as of the date of merger or acquisition, and any excess of purchase price over the fair value of the net assets acquired is capitalized as goodwill.

Alternatively, a gain is recorded if the fair value of the net assets acquired exceeds the purchase price.

The Corporation typically issues Common Stock and/or pays cash for a merger or acquisition, depending on the terms of the agreement.

The value of Common Stock issued is determined based on the market price of the stock as of the closing of the merger or acquisition.

Merger and acquisition costs are expensed when incurred.

Revenue Recognition

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The revenue on the sale is recorded upon the transfer of control of the property to the buyer and the other real estate owned asset is derecognized.

The Corporation does not exercise significant judgements in the recognition of income, as typically income is not recognized until the performance obligation has been satisfied.

The Corporation does not exercise significant judgments in the recognition of income, as typically income is not recognized until the performance obligation has been satisfied.

The Corporation has not recognized any assets from the costs to obtain or fulfill a contract with customers for revenue streams that fall within the guidance of Topic 606.

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Accounting Standards Adopted in 2024

In December 2022, FASB issued ASU 2022-06 - Reference Rate Reform (Topic 848).

ASU 2022-06 extends the period of time preparers can utilize the reference rate reform relief guidance provided by ASU 2020-04 and ASU 2021-01, which are discussed above.

ASU 2022-06, which was effective upon issuance, defers the sunset date of this prior guidance from December 31, 2022, to December 31, 2024 after which entities will no longer be permitted to apply the relief guidance in Topic 848.

ASU 2022-06 did not have a material impact on the Corporation's financial statements and related disclosures.

Accounting Standards Adopted in 2023

In October 2021, the FASB issued ASU 2021-08, "Business Combinations (Topic 805), Accounting for Contract Assets and Contract Liabilities from Contracts with Customers." This ASU requires that an acquirer recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606, "Revenue from Contracts with Customers." ASU 2021-08 was effective for the Corporation on January 1, 2023 and did not have a material impact on its consolidated financial statements and related disclosures.

In March 2022, the FASB issued ASU 2022-01, "Derivatives and Hedging (Topic 815):

Fair Value Hedging - Portfolio Layer Method." Under prior guidance, entities can apply the last-of-layer hedging method to hedge the exposure of a closed portfolio of prepayable financial assets to fair value changes due to changes in interest rates for a portion of the portfolio that is not expected to be affected by prepayments, defaults, and other events affecting the timing and amount of cash flows.

ASU 2022-01 expands the last-of-layer method, which permits only one hedge layer, to allow multiple hedged layers of a single closed portfolio.

To reflect that expansion, the last-of-layer method is renamed the portfolio layer method.

ASU 2022-01 also (i) expands the scope of the portfolio layer method to include non-prepayable financial assets, (ii) specifies eligible hedging instruments in a single-layer hedge, (iii) provides additional guidance on the accounting for and disclosure of hedge basis adjustments under the portfolio layer method and (iv) specifies how hedge basis adjustments should be considered when determining credit losses for the assets included in the closed portfolio.

ASU 2022-01 was effective for the Corporation on January 1, 2023 and did not have a material impact on its consolidated financial statements and related disclosures.

In March 2022, the FASB issued ASU 2022-02, "Financial Instruments – Credit Losses (Topic 326):

Troubled Debt Restructurings and Vintage Disclosures." This ASU eliminates the separate recognition and measurement guidance for Troubled Debt Restructurings ("TDRs") by creditors.

The elimination of the TDRs guidance may be adopted prospectively for loan modifications after adoption or on a modified retrospective basis, which would also apply to loans previously modified, resulting in a cumulative effect adjustment to retained earnings in the period of adoption for changes in the allowance for credit losses.

ASU 2022-02 was effective for the Corporation on January 1, 2023 and did not have a material impact on its consolidated financial statements and related disclosures.

In July 2023, FASB issued ASU 2023-03, "Presentation of Financial Statements (Topic 205), Income Statement - Reporting Comprehensive Income (Topic 220), Distinguishing Liabilities from Equity (Topic 480), Equity (Topic 505), and Compensation - Stock Compensation (Topic 718):

Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No.

120, SEC Staff Announcement at the March 24, 2022 Emerging Issues Task Force ("EITF") Meeting, and Staff Accounting Bulletin Topic 6.B, Accounting Series Release 280 - General Revision of Regulation S-X:

Income or Loss Applicable to Common Stock." This ASU amends the FASB Accounting Standards Codification for SEC updates pursuant to SEC Staff Accounting Bulletin No.

SEC Staff Announcement at the March 24, 2022 EITF Meeting;

and Staff Accounting Bulletin Topic 6.B, Accounting Series Release 280 - General Revision of Regulation S-X:

Income or Loss Applicable to Common Stock.

The updates were effective immediately.

These updates did not have a material impact on the Corporation's consolidated financial statements and related disclosures.

Accounting Standards Adopted in 2024

In June 2022, FASB issued ASU 2022-03, "Fair Value Measurement (Topic 820):

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The ASU also requires certain disclosures for equity securities that are subject to contractual restrictions.

This guidance was effective for the Corporation on January 1, 2024.

The update did not have a material impact on the Corporation's consolidated financial statements and related disclosures.

This Corporation adopted ASU 2022-03 and the update did not have a material impact on the Corporation's consolidated financial statements and related disclosures.

In March 2023, FASB issued ASU 2023-01, "Leases (Topic 842):

Common Control Arrangements." This ASU requires the Corporation to amortize leasehold improvements associated with common control leases over the useful life to the common control group.

This guidance is effective for the Corporation on January 1, 2024.

The update did not have a material impact on the Corporation's consolidated financial statements and related disclosures.

The Corporation adopted ASU 2023-01 and the update did not have a material impact on the Corporation's consolidated financial statements and related disclosures.

In March 2023, FASB issued ASU 2023-02, "Investments—Equity Method and Joint Ventures (Topic 323):

Accounting for Investments in Tax Credit Structures Using the Proportional Amortization Method." In this ASU, these amendments allow the Corporation to elect to account for qualifying tax equity investments using the proportional amortization method, regardless of the program giving rise to the related income tax credits.

This guidance is effective for the Corporation on January 1, 2024.

The update did not have a material impact on the Corporation's consolidated financial statements and related disclosures.

The Corporation adopted ASU 2023-02 and the update did not have a material impact on the Corporation's consolidated financial statements and related disclosures.

In November 2023, FASB issued ASU 2023-07, "Improvements to Reportable Segment Disclosures (Topic 280)." This ASU updates reportable segment disclosure requirements by requiring disclosures of significant reportable segment expenses that are regularly provided to the Chief Operating Decision Maker ("CODM") and included within each reported measure of a segment's profit or loss.

This ASU also requires disclosure of the title and position of the individual identified as the CODM and an explanation of how the CODM uses the reported measures of a segment’s profit or loss in assessing segment performance and deciding how to allocate resources.

The ASU was effective for the Corporation on December 15, 2024.

Adoption of the ASU should be applied retrospectively to all prior periods presented in the financial statements.

The update did not have a material impact on the Corporation's consolidated financial statements and related disclosures.

Effects of Newly Issued But Not Yet Effective Accounting Standards

The Corporation adopted ASU 2023-07 and the update did not have a material impact on the Corporation's consolidated financial statements and related disclosures.

Accounting Standards Adopted in 2025

In August 2023, FASB issued ASU 2023-05, "Business Combinations—Joint Venture Formations (Subtopic 805-60):

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The objectives of the amendments are to provide decision-useful information to investors and other allocators of capital in a joint venture's financial statements and also to reduce diversity in practice.

ASU 2023-05 should be applied prospectively and is effective for all newly formed joint venture entities with a formation date on or after January 1, 2025.

Early adoption is permitted, and joint ventures formed prior to the adoption date may elect to apply the new guidance retrospectively back to their original formation date.

The Corporation is evaluating the effect that ASU 2023-05 will have on its consolidated financial statements and related disclosures.

In October 2023, FASB issued ASU 2023-06, "Disclosure Improvements:

Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative." The ASU amends the ASC to incorporate certain disclosure requirements from SEC Release No.

33-10532, "Disclosure Update and Simplification" that was issued in 2018.

The effective date for each amendment will be the date on which the SEC’s removal of that related disclosure from Regulation S-X or Regulation S-K becomes effective, with early adoption prohibited.

The Corporation is evaluating the effect that ASU 2023-06 will have on its consolidated financial statements and related disclosures.

The Corporation adopted ASU 2023-05 on January 1, 2025 and the update did not have a material impact on the Corporation's consolidated financial statements and related disclosures.

In December 2023, the FASB issued ASU 2023-09, "Improvements to Income Tax Disclosures (Topic 740)." The ASU requires disaggregated information about a reporting entity's effective tax rate reconciliation as well as additional information on income taxes paid.

The ASU is effective on a prospective basis for annual periods beginning after December 15, 2024.

Early adoption is also permitted for annual financial statements that have not yet been issued or made available for issuance.

The Corporation is evaluating the effect that ASU 2023-09 will have on its condensed consolidated financial statements and related disclosures.

The Corporation adopted ASU 2023-09 and the adoption of the update did result in expanded disclosures for the Corporation's consolidated financial statements.

In March 2024, the FASB issued ASU 2024-01, "Compensation - Stock Compensation (Topic 718)." The ASU adds an illustrative example to demonstrate how an entity should apply the scope guidance in paragraph 718-10-15-3 to determine whether profits interest and similar awards ("profits interest awards") should be accounted for in accordance with Topic 718, Compensation—Stock Compensation.

The amendment in this ASU should be applied either (1) retrospectively to all prior periods presented in the financial statements or (2) prospectively to profits interest and similar awards granted or modified on or after the date at which the entity first applies the amendments.

The amendment in this ASU is to be applied either (1) retrospectively to all prior periods presented in the financial statements or (2) prospectively to profits interest and similar awards granted or modified on or after the date at which the entity first applies the amendments.

If the amendments are applied retrospectively, an entity is required to provide the disclosures in paragraphs 250-10-50-1 through 50-3 in the period of adoption.

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The ASU is effective for annual periods beginning after December 15, 2024, and interim periods within those annual periods.

Early adoption is also permitted for interim and annual financial statements that have not yet been issued or made available for issuance.

If an entity adopts the amendments in an interim period, it should adopt the amendment as of the beginning of the annual period that includes that interim period.

The Corporation is evaluating the effect that ASU 2024-01 will have on its condensed consolidated financial statements and related disclosures.

The Corporation adopted ASU 2024-01 and the update did not have a material impact on the Corporation's consolidated financial statements and related disclosures.

In March 2024, the FASB issued ASU 2024-02, "Codification Improvements—Amendments to Remove References to the Concepts Statements." The ASU contains amendments to the FASB Accounting Standards Codification that remove references to various Concepts Statements.

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In other instances, the references were used in prior Concept Statements to provide guidance in certain topical areas.

The amendment in this ASU should be applied using one of the following transition methods:

The amendment in this ASU is to be applied using one of the following transition methods:

(1) prospectively to all new transactions recognized on or after the date that the entity first applies the amendments;

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An entity should adjust the opening balance of retained earnings (or other appropriate components of equity or net assets in the statement of financial position) as of the beginning of the earliest comparative period presented.

The ASU is effective for annual periods beginning after December 15, 2024, and interim periods within those annual periods.

Early application of the amendment is permitted for any fiscal year or interim period for which financial statements have not yet been issued, or made available for issuance.

If an entity adopts the amendment in an interim period, it must adopt the amendment as of the beginning of the fiscal year that includes that interim period.

The Corporation adopted ASU 2024-02 and the update did not have a material impact on the Corporation's consolidated financial statements and related disclosures.

In March 2025, the FASB issued ASU 2025-02, "Liabilities (Topic 405):

Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No.

122." This ASU amends an SEC paragraph noted in the Codification pursuant to the issuance of SEC Staff Accounting Bulletin No.

122 which removes the text of SAB Topic 5.FF, Accounting for Obligations To Safeguard Crypto-Assets an Entity Holds for Its Platform Users.

The Corporation adopted ASU 2025-02 and the update did not have a material impact on the Corporation's consolidated financial statements and related disclosures.

In July 2025, the FASB issued ASU 2025-05, "Financial Instruments - Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts Receivable and Contract Assets." This ASU added a practical expedient that assumes that current conditions as of the balance sheet date do not change for the remaining life of the asset when estimating expected credit losses for current accounts receivable and current contract assets.

This ASU is effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods.

The Corporation adopted ASU 2025-05 on January 1, 2026 and the update did not have a material impact on the Corporation's consolidated financial statements and related disclosures.

In November 2025, the FASB issued ASU 2025-08, Financial Instruments—Credit Losses (Topic 326):

Purchased Loans.

The update expands the population of acquired financial assets subject to the gross-up approach in Topic 326 to include acquired seasoned loans without credit deterioration (excluding credit cards).

This guidance is effective for annual periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods with early adoption permitted.

The amendments in this update are to be applied prospectively to loans that are acquired on or after the initial application date.

The Corporation adopted ASU 2025-08 effective January 1, 2025.

In connection with the adoption of ASU 2025-08, the Corporation recorded a $ 16.4 million allowance for credit losses on these loans by adding the allowance to the purchase price and establishing a new amortized cost basis and no provision expense was recorded at the date of acquisition.

Effects of Newly Issued But Not Yet Effective Accounting Standards

In October 2023, FASB issued ASU 2023-06, "Disclosure Improvements:

Codification Amendments in Response to the SEC's Disclosure Update and Simplification Initiative." The ASU amends the ASC to incorporate certain disclosure requirements from SEC Release No.

33-10532, "Disclosure Update and Simplification" that was issued in 2018.

The effective date for each amendment will be the date on which the SEC's removal of that related disclosure from Regulation S-X or Regulation S-K becomes effective, with early adoption prohibited.

For all entities, if by June 30, 2027, the SEC has not removed the applicable requirement from Regulation S-X or Regulation S-K, the pending content of the related amendment will be removed from the Codification and will not become effective for any entity.

The Corporation is evaluating the effect that ASU 2023-06 will have on its consolidated financial statements and related disclosures.

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The Corporation is evaluating the effect that ASU 2024-03 will have on its consolidated financial statements and related disclosures.

In November 2024, the FASB issued ASU 2024-04, "Debt—Debt with Conversion and Other Options (Subtopic 470-20)." The ASU will improve the relevance and consistency in application of the induced conversion guidance.

The ASU is effective for annual periods beginning after December 15, 2025, and interim report periods and interim reporting periods within those annual reporting periods.

Early adoption is permitted for all entities that have adopted the amendments in Update 2020-06.

The Corporation is evaluating the effect that ASU 2024-04 will have on its consolidated financial statements and related disclosures.

In January 2025, the FASB issued ASU 2025-01, "Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40)." The amendment in this ASU amends the effective date of ASU 2024-03 to clarify that all public business entities are required to adopt the guidance in annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027.

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The Corporation is evaluating the effect that ASU 2024-04 will have on its consolidated financial statements and related disclosures.

In May 2025, the FASB issued ASU 2025-03, "Business Combinations (Topic 805) and Consolidation (Topic 810):

Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity." The ASU amends the guidance to improve the requirements for identifying the accounting acquirer in a business combination in which the legal acquiree is a variable interest entity ("VIE").

The amendments require entities to consider the general accounting acquirer factors in Topic 805 when the transaction is primarily effected by the exchange of equity interests.

This ASU is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods.

Early adoption is permitted.

The Corporation is evaluating the effect that ASU 2025-03 will have on its consolidated financial statements and related disclosures.

In May 2025, the FASB issued ASU 2025-04, "Compensation - Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606):

Clarifications to Share-Based Consideration Payable to a Customer." This ASU clarifies the guidance on the accounting for share-based payment awards that are granted by an entity as consideration payable to its customer, with the intent to reduce diversity in practice and improve existing guidance by revising the definition of a "performance condition" and eliminating a forfeiture policy election for service conditions associated with share-based consideration payable to a customer.

ASU 2025-04 also clarifies the guidance in Topic 606 on the variable consideration constraint does not apply to share-based consideration payable to a customer "regardless of whether an award's grant date has occurred." This ASU is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods.

Early adoption is permitted.

The Corporation is evaluating the effect that ASU 2025-04 will have on its consolidated financial statements and related disclosures.

In September 2025, the FASB issued ASU 2025-07, "Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606)." This ASU refines the scope of derivative accounting under ASC 815, and clarify the treatment of share-based noncash consideration under ASC 606.

This ASU is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods.

The Corporation is evaluating the effect that ASU 2025-07 will have on its consolidated financial statements and related disclosures.

In November 2025, the FASB issued ASU 2025-09, "Derivatives and Hedging (Topic 815):

Hedge Accounting Improvements." This ASU includes amendments intended to more closely align hedge accounting with the underlying economics of the Company’s risk management activities.

The amendments are effective for fiscal years beginning after December 15, 2026 and interim periods within those fiscal years, with early adoption permitted.

The Corporation is evaluating the effect that ASU 2025-09 will have on its consolidated financial statements and related disclosures.

In December 2025, the FASB issued ASU 2025-11, "Interim Reporting." This ASU is intended to improve the navigability of the guidance in ASC 270, Interim Reporting, and clarify when it applies.

Under the amendments, an entity is subject to ASC 270 if it provides interim financial statements and notes in accordance with GAAP.

ASU 2025-11 also addresses the form and content of such financial statements, interim disclosures requirements, and establishes a principle under which an entity must disclose events since the end of the last annual reporting period that have a material impact on the entity.

ASU 2025-11 is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027, and early adoption is permitted.

The Corporation is evaluating the effect that ASU 2025-11 will have on its consolidated financial statements and related disclosures.

In December 2025, the FASB issued ASU 2025-12, "Codification Improvements." This ASU addresses suggestions received from stakeholders regarding the Accounting Standards Codification and makes other incremental improvements to U.S.

The update represents changes to the Codification that clarify, correct errors in or make other improvements to a variety of topics that are intended to make it easier to understand and apply.

ASU 2025-12 is effective for fiscal years beginning after December 15, 2026 and interim periods within those fiscal years.

Entities are required to apply the amendments to ASC 260 retrospectively.

All other amendments may be applied prospectively or retrospectively.

The Corporation is evaluating the effect that ASU 2025-12 will have on its consolidated financial statements and related disclosures.

Business Combinations

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 CNB Bank, with CNB Bank as the surviving bank (the "Merger").

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 Merger 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.

As a result of the Merger, the Corporation recorded preliminary goodwill totaling $ 49.9 million at July 23, 2025, which reflects anticipated synergies and strategic benefits from combining operations.

While the Corporation believes the information available on July 23, 2025, provided a reasonable basis for estimating fair value, the Corporation may obtain additional information and evidence within the one-year measurement period that could result in changes to the estimated fair value amounts and associated goodwill.

Valuations subject to change include, but are not limited to, loans receivable, premises and equipment, identified intangible assets, certain deposits, and deferred income taxes.

Measurement period adjustments recognized during the year ended December 31, 2025 totaled a net $ 5.3 million, primarily related to additional information obtained regarding other liabilities and loans receivable, including the related deferred tax impact, which resulted in a corresponding decrease to goodwill.

The resultant goodwill balance as a result of the Merger is $ 44.6 million as of December 31, 2025.

Merger and integration related costs associated with the Merger were $ 13.8 million and zero for the years ended December 31, 2025 and 2024, respectively.

Such costs include employee severance, professional fees, system conversion, and lease and contract termination expenses, which have been expensed as incurred, and are recorded in "Merger and integration costs" on the Corporation's Consolidated Statements of Income.

Goodwill is not deductible for income tax purposes as the transaction qualifies as a tax free "reorganization" within the meaning of Section 368(a).

The following tables provides a summary of the consideration transferred and the fair value of the assets acquired, and liabilities assumed as of the date of the Merger, (dollars in thousands):

July 23, 2025

Merger consideration

Value of stock consideration assigned to ESSA common shares exchanged for stock paid to shareholders $ 202,549

Value of cash consideration for ESSA common stock exchanged for cash 21

Total merger consideration $ 202,570

July 23, 2025

Identifiable net assets acquired, at fair value

Assets acquired

Cash and cash equivalents $ 27,424

Debt securities available-for-sale 229,098

Loans receivable 1,658,693

Premises and equipment 16,019

Operating lease right of use assets 3,706

Accrued interest receivable and other assets 52,610

FHLB interests 24,218

Bank owned life insurance 40,835

Core deposit intangible 35,335

Goodwill 44,638

Total assets acquired 2,132,576

Liabilities assumed

Deposits 1,455,805

Short-term borrowings 437,000

Accrued interest payable and other liabilities 33,600

Operating lease liabilities 3,601

Total liabilities assumed 1,930,006

Net assets acquired $ 202,570

The Corporation accounted for the Merger using the acquisition method of accounting and accordingly, assets acquired, liabilities assumed, and consideration exchanged were recorded at estimated fair value on the acquisition date, in accordance with purchase accounting.

The Corporation assessed the fair values based on the following methods for the significant assets acquired and liabilities assumed:

Cash and cash equivalents :

The fair value was determined to approximate the carrying amount based on the short-term nature of these assets.

Debt securities AFS :

The fair value of the investment portfolio was based on quoted market prices and dealer quotes and pricing obtained from independent pricing services.

Following the completion of the Merger, the Corporation sold approximately $ 204.1 million of $ 229.1 million in debt securities it acquired through the Merger.

These debt securities were sold at fair value and therefore no gain or loss was recognized upon the sale.

Loans receivable :

The fair value of loans acquired from ESSA were estimated using the discounted cash flow method on an individual loan basis.

To estimate the value of the loans, each loans’ contractual cash flows were projected, adjusted for expected prepayments and credit losses.

Assumptions for credit losses were based off the risk characteristics of each loan.

For loans specifically evaluated by the Corporation, credit losses were based on the estimated loss identified by the Corporation.

The projected cash flows were then discounted to present value using a discount rate based on the relative risk of the cash flows.

Effective January 1, 2025, the Corporation early adopted ASU 2025-08 (Topic 326) on a prospective basis, see Summary of Significant Accounting Policies footnote.

The Corporation first assessed which of the acquired loans have experienced more than insignificant credit deterioration since origination.

These loans are deemed to be Purchased Credit Deteriorated ("PCD") and are recorded at the amount paid.

An allowance for credit loss is determined using the same methodology as other loans held for investment.

The initial allowance for credit losses determined on a collective basis is allocated to individual loans.

The sum of the loan’s purchase price and allowance for credit losses becomes its initial amortized cost basis.

The difference between the initial amortized cost basis and the par value of the loan is a noncredit discount or premium, which is amortized into interest income over the life of the loan.

Subsequent changes to the allowance for credit losses are recorded through the provision for credit loss expense.

The Corporation evaluated acquired loans for deterioration in credit quality based on any of, but not limited to, the following:

(1) non-accrual status;

(2) modifications for borrowers experiencing financial difficulty;

(3) risk ratings of watch, special mention, substandard or doubtful;

and (4) loans greater than 60 days past due.

Of the $ 1.7 billion net loans held for investment acquired, $ 138.6 million were identified as PCD loans on the acquisition date.

The following table provides a summary of these PCD loans at acquisition:

July 23, 2025

Par value of acquired loans at acquisition $ 144,573

Allowance for credit losses at acquisition ( 1,857 )

Non-credit discount at acquisition ( 4,121 )

Total merger consideration $ 138,595

Non-PCD loans acquired were considered Purchased Seasoned Loans ("PSL") and are recognized using the gross-up approach.

no provision expense was recorded at the date of acquisition.

The Corporation elected for PSLs estimated using non-DCF methods to measure the subsequent allowance related to the ESSA transaction on amortized cost basis.

Premises and equipment :

The fair value of bank premises and equipment held for use was valued by obtaining recent market data for similar property types with adjustments for characteristics of individual properties.

The Corporation acquired 20 branches from ESSA, 10 of which were owned premises.

Operating lease right of use ("ROU") assets and lease liabilities :

The fair value of the lease ROU assets was measured at an amount equal to the lease liability and evaluated for favorable or unfavorable lease terms when compared with market terms on a lease-by-lease basis.

Accrued interest receivable and other assets :

Consists mainly of accrued interest receivable, other accounts receivable, defined benefit pension assets, and deferred tax assets.

The accrued interest receivable and accounts receivable was fair valued based on the cash value expected to be received.

The defined benefit pension asset was recorded at its acquisition-date fair value, representing the excess of plan assets over the projected benefit obligation.

Deferred taxes represent the expected book and tax differences which approximate fair value.

FHLB interests :

Included in the identifiable assets acquired is FHLB stock, which represents the acquired entity’s required membership stock in the Federal Home Loan Bank system, carried at par value (cost) with no readily determinable fair market value, consistent with ASC 942-325.

Bank owned life insurance ("BOLI") :

The fair value of BOLI is carried at its current cash surrender value, which is the most reasonable estimate of fair value.

Core deposit intangibles ("CDI") :

CDI represents the future economic benefit of acquired customer deposits.

The fair value of the CDI was estimated based on a discounted cash flow methodology that incorporated expected customer attrition rates, cost of deposit base, net maintenance cost associated with customer deposits, and the cost for alternative funding sources.

The discount rates used were based on market rates.

The core deposit intangible asset is amortized over its estimated useful life, which is approximately 10 years.

The fair value of interest bearing and non-interest bearing deposits is the amount payable on demand at the acquisition date.

The fair value of time deposits was estimated using a discounted cash flow calculation that includes a market rate analysis of the current rates offered by market participants for certificates of deposits that mature in the same period.

Short-term Borrowings :

Acquired other borrowings consisted of FHLB short-term borrowings with maturities less than 12 months.

The carrying amount of short-term borrowings was determined to approximate fair value.

Subsequent to the completion of the acquisition, the Corporation repaid $ 273.0 million of $ 437.0 million in FHLB borrowings.

Accrued interest payable and other liabilities :

Accrued interest payable and other liabilities were fair valued using the expected amount of cash to be paid.

Supplemental Pro Forma Financial Information

The following table presents for illustrative purposes only certain pro forma information as if the Corporation had acquired ESSA on January 1, 2024.

These results combine the historical results of ESSA in the Corporation's Consolidated Statements of Income and while certain adjustments were made for the estimated impact of certain fair value adjustments and other acquisition-related activity, they are not indicative of what would have occurred had the acquisition taken place on January 1, 2024.

No adjustments have been made to the pro forma results regarding possible revenue enhancements, provision for credit losses, or expense efficiencies.

Pro forma adjustments below include the net impact of ESSA's accretion and the elimination of merger-related costs, as disclosed below.

The Corporation expects to achieve further operating cost savings and other business synergies, as a result of the acquisitions, which are not reflected in the pro forma amounts below (dollars in thousands):

12/31/2025 12/31/2024

(Unaudited) (Unaudited)

Total revenues (1)

$ 334,764 $ 315,577

Net income available to common shareholders $ 90,290 $ 82,250

(1) Includes net interest income and non-interest income.

Merger-related costs were $ 28.5 million for the year ended December 31, 2025.

Merger-related costs include costs such as employee severance, professional fees, system conversion, and lease and contract termination expenses, which have been expensed as incurred, and are recorded in “Merger and integration costs” on the Corporation’s Consolidated Statements of Income.

The Corporation’s operating results for the year ended December 31, 2025 include the operating results of the acquired assets and assumed liabilities of ESSA subsequent to the acquisition on July 23, 2025.

Due to the merging of certain processes and the conversion of ESSA systems during the fourth quarter of 2025, historical reporting for the former ESSA operations is impracticable and thus disclosures of the revenue from the assets acquired and income before income taxes is impracticable for the period subsequent to acquisition.

AFS debt securities at December 31, 2025 and 2024 were as follows:

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Total $ 306,081 $ — $ ( 23,111 ) $ — $ 282,970

The Corporation elected to transfer 74 AFS debt securities with an aggregate fair value of $ 213.7 million to a classification of HTM during the year ended December 31, 2022.

In accordance with FASB ASC 320-10-55-24, the transfer from AFS to HTM must be recorded at the fair value of the AFS debt securities at the time of transfer.

The net unrealized holding loss of $ 5.6 million, net of tax, at the date of transfer was retained in accumulated other comprehensive income (loss), with the associated pre-tax amount retained in the carrying value of the HTM debt securities.

Such amounts will be amortized to comprehensive income over the remaining life of the securities.

Information pertaining to AFS security sales is as follows:

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Total $ 10,865 $ 10,456

During the year ended December 31, 2024, 2023, and 2022, the proceeds from sold equity securities were zero in 2024, $ 296 thousand in 2023 and zero in 2022, resulting in net realized gains of zero in 2024, $ 22 thousand in 2023, and zero in 2022.

Loans Receivable and Allowance for Credit Losses

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2025 Percentage

of Total 2023 (1)

of Total 2024 Percentage

Farmland $ 27,583 0.43 % $ 31,099 0.67 %

1 unchanged sentence

Agricultural production and other loans to farmers 5,989 0.09 6,492 0.14

Loans to depository institutions 2,439 0.04 — —

Commercial and Industrial 778,978 12.00 718,775 15.60

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Net deferred loan origination fees (costs) included in the above loan table $ ( 259 ) $ 49

(1) As previously disclosed in the Corporation’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024, and Note 1, "Summary of Significant Accounting Policies," immaterial revisions were made to the total loans disclosure at December 31, 2023, to reflect adjustments for the applicable portfolio segments, which revisions are reflected in the above table.

The Corporation’s outstanding loans receivable and related unfunded commitments are primarily concentrated within Central and Northwest Pennsylvania, Central and Northeast Ohio, Western New York and Southwest Virginia.

The Corporation's outstanding loans receivable and related unfunded commitments are primarily concentrated within Central, Northwest and Northeast regions of Pennsylvania, Central and Northeast Ohio, Western New York and Southwest Virginia.

The Bank attempts to limit concentrations within specific industries by utilizing dollar limitations to single industries or customers, and by entering into participation agreements with third parties.

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Transactions in the allowance for credit losses for the year ended December 31, 2025 were as follows:

Allowance (1)

(Charge-offs) Recoveries Provision (Benefit) for Credit Losses on Loans Receivable (1)(2)

Allowance Initial Allowance on ESSA PCD and PSL Acquired Loans (Charge-offs) Recoveries Provision (Benefit) for Credit Losses on Loans Receivable (1)

Farmland $ 167 $ — $ — $ — $ ( 5 ) $ 162

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Agricultural production and other loans to farmers 37 — — — — 37

Loans to depository institutions — 58 — — ( 38 ) 20

Commercial and Industrial 7,759 573 ( 1,038 ) 104 1,962 9,360

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Total loans $ 47,357 $ 18,244 $ ( 7,616 ) $ 423 $ 8,647 $ 67,055

(1) As previously disclosed in the Corporation’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024, and Note 1, "Summary of Significant Accounting Policies," immaterial revisions were made to the beginning allowance column disclosure as of December 31, 2023, to reflect the revisions for the applicable portfolio segments.

(1) Excludes provision for credit losses related to unfunded commitments.

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Transactions in the allowance for credit losses for the year ended December 31, 2024 were as follows:

Allowance (Charge-offs) Recoveries Provision (Benefit) for Credit Losses on Loans Receivable (1)(2)

Allowance (1)

(Charge-offs) Recoveries Provision (Benefit) for Credit Losses on Loans Receivable (1)(2)

Farmland $ 138 $ — $ — $ 29 $ 167

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Total loans $ 45,832 $ ( 8,020 ) $ 508 $ 9,037 $ 47,357

(1) As previously disclosed in the Corporation’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024, and Note 1, "Summary of Significant Accounting Policies," immaterial revisions were made to the beginning allowance column disclosure as of December 31, 2023, to reflect the revisions for the applicable portfolio segments.

(2) Excludes provision for credit losses related to unfunded commitments.

Note 19, "Off-Balance Sheet Commitments and Contingencies," in the consolidated financial statements provides more detail concerning the provision for credit losses related to unfunded commitments of the Corporation.

(2) As previously disclosed in the Corporation’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024, and Note 1, "Summary of Significant Accounting Policies," immaterial revisions were made to the provision (benefit) for credit losses on loans receivable column and ending allowance column disclosures as of December 31, 2023, to reflect the revisions for the applicable portfolio segments.

Transactions in the allowance for credit losses for the year ended December 31, 2023 were as follows:

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The Corporation's allowance for credit losses is influenced by loan volumes, risk rating migration, delinquency status and other conditions influencing loss expectations, such as reasonable and supportable forecasts of economic conditions.

For the year ended December 31, 2024, the allowance for credit losses increased primarily due to the growth in the Corporation's loan portfolio in new market areas, partially offset by improvements in the Corporation's historical loss rates, annual updates to the Corporation's loss drivers and assumptions, as well as the impact of net charge-offs.

Significant uncertainty persists regarding the domestic and global economy due to persistent inflation in certain segments of the U.S.

economy, elevated interest rates, fluctuating levels of consumer confidence, and geopolitical conflicts.

Management will continue to proactively evaluate its estimate of expected credit losses as new information becomes available.

For the year ended December 31, 2025, the increase in the allowance for credit losses was primarily driven by the Merger, including the $ 18.2 million in PCD and PSL allowance established on the acquisition date, as well as growth in the Corporation’s loan portfolio.

Significant uncertainty continues to affect both the domestic and global economic outlook due to changes in U.S.

tariffs and corresponding policy actions by trading partners, persistently elevated interest rates, fluctuating consumer confidence, and ongoing geopolitical conflicts.

Management will continue to proactively reassess its estimate of expected credit losses as new information becomes available.

Provision for credit losses was $ 8.9 million for the year ended December 31, 2025, compared to $ 9.2 million and $ 6.0 million for the years ended December 31, 2024 and 2023, respectively.

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Multifamily (5 or more) residential properties

20,658 266 491

Non-owner occupied, nonfarm nonresidential properties 2,883 470 —

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Multifamily (5 or more) residential properties

20,658 266 491

Non-owner occupied, nonfarm nonresidential properties 5,913 5,913 —

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Residential Mortgages secured by first liens 2,487 —

Residential Mortgages secured by junior liens 501 —

Total loans $ 14,071 $ 3,045

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Agricultural production and other loans to farmers — — — — 5,989 5,989

Loans to depository institutions — — — — 2,439 2,439

Commercial and Industrial 975 1,376 6,715 9,066 769,912 778,978

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Days Past Due Greater Than 89

Days Past Due Total Past Due Loans Not Past Due (1)

Days Past Due Total Past Due Loans Not Past Due Total

Farmland $ — $ — $ — $ — $ 31,099 $ 31,099

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Total loans $ 6,319 $ 24,781 $ 20,703 $ 51,803 $ 4,557,153 $ 4,608,956

(1) As previously disclosed in the Corporation’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024, and Note 1, "Summary of Significant Accounting Policies," immaterial revisions were made to the loans receivable not past due and total columns disclosure as of December 31, 2023, to reflect the revisions for the applicable portfolio segments.

Loan Modifications

The Corporation adopted ASU 2022-02, Financial Instruments—Credit Losses (Topic 326) Troubled Debt Restructurings and Vintage Disclosures effective January 1, 2023.

The amendments in ASU 2022-02 eliminated the recognition and measure of troubled debt restructurings and enhanced disclosures for loan modifications to borrowers experiencing financial difficulty.

Occasionally, the Corporation modifies loans to borrowers in financial distress by providing principal forgiveness, term extension, an other-than-insignificant payment delay or interest rate reduction.

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a term extension, principal forgiveness, an other-than-insignificant payment delay and/or an interest rate reduction.

The following table presents the amortized cost basis of loans at December 31, 2024 that were both experiencing financial difficulty and modified during the year ended December 31, 2024, by class and by type of modification.

The following table presents the amortized cost basis of loans at December 31, 2025 that were both experiencing financial difficulty and modified during the year ended December 31, 2025, by class and by type of modification that remained in effect as of December 31, 2025.

The percentage of the amortized cost basis of loans that were modified to borrowers in financial distress as compared to the amortized cost basis of each class of financing receivable is also presented below:

Principal Forgiveness Payment Delay Term Extension Interest Rate Reduction Combination Payment Delay and Term Extension Total Class of Financing Receivable

Farmland $ — $ 1,040 $ — $ — $ — 3.34 %

Owner-occupied, nonfarm nonresidential properties $ — $ 2,173 $ — $ — $ — 0.34 %

Commercial and Industrial — 165 139 — — 0.04

Other construction loans and all land development and other land loans — — — — 2,261 0.60

Multifamily (5 or more) residential properties

— — 155 — — —

Non-owner occupied, nonfarm nonresidential properties — 2,412 — — — 0.17

Total $ — $ 4,750 $ 294 $ — $ 2,261 0.11 %

The following table presents the amortized cost basis of loans at December 31, 2023 that were both experiencing financial difficulty and modified during the year ended December 31, 2023, by class and by type of modification.

Principal Forgiveness Payment Delay Term Extension Interest Rate Reduction Combination Payment Delay and Term Extension Total Class of Financing Receivable

Farmland $ — $ 1,040 $ — $ — $ — 3.34 %

Owner-occupied, nonfarm nonresidential properties — 696 — — — 0.14

1 unchanged sentence

Non-owner occupied, nonfarm nonresidential properties — 5,225 — — — 0.51

Residential Mortgages secured by first liens — — 414 — — 0.04

Residential Mortgages secured by junior liens — — 29 — — 0.03

Total $ — $ 6,961 $ 410 $ — $ — 0.16 %

The Corporation has zero in unfunded available credit to customers whose loan receivables are included in the previous tables.

The Corporation has $ 60 thousand in unfunded available credit to customers whose loan receivables are included in the previous tables.

The Corporation closely monitors the performance of loans that are modified to borrowers experiencing financial difficulty to understand the effectiveness of its modification efforts.

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Days Past Due Total Past Due

Farmland $ 1,040 $ — $ — $ — $ —

Owner-occupied, nonfarm nonresidential properties $ 2,173 $ — $ — $ — $ —

Commercial and Industrial 6,946 — — — —

Other construction loans and all land development and other land loans 12,376 — — — —

Multifamily (5 or more) residential properties

Non-owner occupied, nonfarm nonresidential properties 4,500 — — — —

5 unchanged sentences

Days Past Due Total Past Due

Farmland $ 1,040 $ — $ — $ — $ —

Owner-occupied, nonfarm nonresidential properties 696 — — — —

1 unchanged sentence

Non-owner occupied, nonfarm nonresidential properties 5,225 — — — —

Residential Mortgages secured by first liens 414 — — — —

Residential Mortgages secured by junior liens 29 — — — —

Total $ 7,371 $ — $ — $ — $ —

5 unchanged sentences

Commercial and Industrial $ — 0.50 — %

Other construction loans and all land development and other land loans — 0.83 —

Multifamily (5 or more) residential properties

Total $ — 0.79 — %

5 unchanged sentences

Commercial and Industrial $ — 1.00 — %

Non-owner occupied, nonfarm nonresidential properties — 0.75 —

Residential Mortgages secured by first liens — 0.50 —

Residential Mortgages secured by junior liens — 0.50 —

Total $ — 1.00 — %

There were no loans that had a payment default during the year ended December 31, 2025 and were modified in the twelve months prior to that default to borrowers experiencing financial difficulty.

The following table presents the amortized cost basis of loans that had a payment default during the year ended December 31, 2023 and were modified in the twelve months prior to that default to borrowers experiencing financial difficulty:

Principal Forgiveness Payment Delay Term Extension Interest Rate Reduction Combination Payment Delay and Term Extension

Other construction loans and all land development and other land loans $ — $ 1,549 $ — $ — $ —

The following table presents loans sold during the year by portfolio segment:

December 31, 2025 December 31, 2024

Multifamily (5 or more) residential properties $ 28,032 $ —

Non-owner occupied, nonfarm nonresidential properties 16,309 —

Total $ — $ 1,549 $ 1,523 $ — $ —

If the Corporation determines that a modified loan (or portion of a loan) has subsequently been deemed uncollectible, the loan (or a portion of the loan) is written off and the amortized cost basis of the loan is reduced by the uncollectible amount and the allowance for credit losses is adjusted by the same amount.

Total loans sold $ 44,341 $ —

Credit Quality Indicators

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Agricultural production and other loans to farmers 5,989 — — — — 5,989

Loans to depository institutions 2,439 — — — — 2,439

Commercial and Industrial 714,190 5,960 58,828 — 64,788 778,978

20 unchanged sentences

Total loans $ 3,022,059 $ 15,824 $ 129,830 $ — $ 145,654 $ 3,167,713

(1) As previously disclosed in the Corporation’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024, and Note 1, "Summary of Significant Accounting Policies," immaterial revisions were made to the pass, special mention, total non-pass and total columns disclosure as of December 31, 2023, to reflect the revisions for the applicable portfolio segments.

The following tables detail the amortized cost of loans receivable, by year of origination (for term loans) and by risk grade within each portfolio segment as of December 31, 2025.

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Current period gross write offs $ — $ — $ — $ — $ — $ — $ — $ — $ —

Commercial and Industrial

Loans to depository institutions

Pass $ — $ 2,439 $ — $ — $ — $ — $ — $ — $ 2,439

3 unchanged sentences

Current period gross write offs $ — $ — $ — $ — $ — $ — $ — $ — $ —

Obligations (other than securities and leases) of states and political subdivisions

Commercial and Industrial

Pass $ 133,217 $ 109,670 $ 38,959 $ 81,882 $ 44,264 $ 31,010 $ 275,188 $ — $ 714,190

3 unchanged sentences

Current period gross write offs $ 22 $ 49 $ 98 $ 9 $ 26 $ 147 $ 656 $ 31 $ 1,038

Obligations (other than securities and leases) of states and political subdivisions

Pass $ 933 $ 6,563 $ 30,181 $ 18,655 $ 39,626 $ 71,173 $ 4,355 $ — $ 171,486

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2025 2024 2023 2022 2021 Prior Revolving Loans Amortized Cost Basis Revolving Loans Converted to Term Total

Pass $ 23,315 $ 860 $ 2,903 $ 11,888 $ 4,537 $ 1,362 $ 1,704 $ — $ 46,569

Special mention — — — — — — 1,150 — 1,150

Substandard — — — — — — — — —

Total $ 23,315 $ 860 $ 2,903 $ 11,888 $ 4,537 $ 1,362 $ 2,854 $ — $ 47,719

Current period gross write offs $ — $ — $ — $ — $ — $ — $ — $ — $ —

Other construction loans and all land development and other land loans

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Current period originations may include modifications.

As previously disclosed in the Corporation’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024, and Note 1, "Summary of Significant Accounting Policies," immaterial revisions were made to the vintage loan disclosure at December 31, 2023, to reflect the revisions for the applicable portfolio segments.

Term Loans Amortized Cost Basis by Origination Year

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Total loans $ 2,296,914 $ 16,893 $ 2,313,807 $ 1,416,673 $ 11,170 $ 1,427,843

(1) As previously disclosed in the Corporation’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024, and Note 1, "Summary of Significant Accounting Policies," immaterial revisions were made to the performing and total columns at December 31, 2023, to reflect the revisions for the applicable portfolio segments.

The following tables detail the amortized cost of loans receivable, by year of origination (for term loans) and by payment activity within each portfolio segment as of December 31, 2025.

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The following tables detail the amortized cost of loans receivable, by year of origination (for term loans) and by payment activity within each portfolio segment as of December 31, 2024.

Current period originations may include modifications.

The current period originations may include modifications, extensions and renewals.

Term Loans Amortized Cost Basis by Origination Year

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Mutual funds 3,792 3,792 — —

Money market 287 287 — —

Money market funds 245 245 — —

Corporate notes 2,083 — 2,083 —

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Government sponsored entities $ 14,810 $ 14,810 $ — $ —

$ 4,988 $ 4,988 $ — $ —

States and political subdivisions 90,956 — 90,956 —

7 unchanged sentences

Mutual funds 1,936 1,936 — —

Money market 1,103 1,103 — —

Money market funds 287 287 — —

Corporate notes 1,691 1,691 —

1 unchanged sentence

Interest rate swaps $ ( 423 ) $ — $ ( 423 ) $ —

(1) In 2023, the Corporation transitioned to a new pricing provider, leading to the reclassification of United States Treasury investments as Level 1 pricing instruments.

Assets and liabilities measured at fair value on a non-recurring basis are as follows at December 31, 2025 and 2024:

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Residential mortgages secured by first liens 2,387 — — 2,387

Residential mortgages secured by junior liens 437 — — 437

Fair Value Measurements at December 31, 2024 Using

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Residential mortgages secured by first liens 2,387 Valuation of third party appraisal on underlying collateral Loss severity rates 15 %- 60 % ( 28 %)

Residential mortgages secured by junior liens 437 Valuation of third party appraisal on underlying collateral Loss severity rates 17 % ( 17 %)

The following table presents quantitative information about Level 3 fair value measurements for financial instruments measured at fair value on a non-recurring basis at December 31, 2024:

24 unchanged sentences

Deposits $ ( 7,027,109 ) $ ( 5,929,321 ) $ ( 1,094,998 ) $ — $ ( 7,024,319 )

Subordinated debentures ( 105,190 ) — ( 124,515 ) — ( 124,515 )

Short-term borrowings ( 164,000 ) — ( 164,145 ) — ( 164,145 )

Subordinated notes and debentures ( 105,494 ) — ( 119,450 ) — ( 119,450 )

Deposits held for sale ( 88,119 ) ( 70,524 ) ( 17,550 ) — ( 88,074 )

Interest rate swaps ( 5,873 ) — ( 5,873 ) — ( 5,873 )

5 unchanged sentences

Debt securities available-for-sale 468,546 14,810 453,736 — 468,546

341,955 4,988 336,967 — 341,955

Debt securities held-to-maturity 306,081 71,323 211,647 — 282,970

388,968 104,141 256,429 — 360,570

Equity securities 10,456 8,765 1,691 — 10,456

Loans held for sale 762 — 766 — 766

Net loans 4,422,644 — — 4,323,476 4,323,476

Net loans receivable 4,561,599 — — 4,495,097 4,495,097

FHLB and other restricted stock holdings and investments 40,702 n/a n/a n/a n/a

2 unchanged sentences

Deposits $ ( 5,371,364 ) $ ( 4,648,504 ) $ ( 718,328 ) $ — $ ( 5,366,832 )

Subordinated debentures ( 104,887 ) — ( 134,298 ) — ( 134,298 )

Subordinated notes and debentures ( 105,190 ) — ( 124,515 ) — ( 124,515 )

Interest rate swaps ( 423 ) — ( 423 ) — ( 423 )

Accrued interest payable ( 7,152 ) — ( 7,152 ) — ( 7,152 )

(1) In 2023, the Corporation transitioned to a new pricing provider, leading to the reclassification of United States Treasury investments as Level 1 pricing instruments.

While estimates of fair value are based on management’s judgment of the most appropriate factors as of the balance sheet dates, there is no assurance that the estimated fair values would have been realized if the assets had been disposed of or the liabilities settled at that date, since market values may differ depending on various circumstances.

75 unchanged sentences

Present value of lease liabilities $ 43,747 $ 18,051 $ 61,798

(1) Operating lease payments include payments related to options to extend lease terms that are reasonably certain of being exercised and exclude $ 5.6 million of legally binding minimum lease payments for leases signed, but not yet commenced.

(1) Operating lease payments include payments related to options to extend lease terms that are reasonably certain of being exercised and exclude zero of legally binding minimum lease payments for leases signed, but not yet commenced.

Other information related to the Corporation's lease liabilities as of December 31, 2025 and 2024 was as follows:

17 unchanged sentences

Impairment exists when the carrying value of goodwill exceeds its fair value.

The Corporation completed its annual goodwill impairment test as of December 31, 2024 and concluded that no impairment charges were required as of that date.

During the fourth quarter of 2023, the Corporation elected to change the timing of its annual goodwill impairment test from December 31 to November 30.

The Corporation believes that this change is preferable under the circumstances, and that this change does not accelerate, delay or avoid an impairment charge.

The Corporation has also determined that a change in the annual testing date did not result in adjustments to the consolidated financial statements when applied retrospectively.

At November 30, 2024, the Corporation elected to perform a qualitative assessment to determine if it was more likely than not that the fair value exceeded its carrying value, including goodwill.

The Corporation completed its annual goodwill impairment test as of November 30, 2025.

The Corporation elected to perform a qualitative assessment to determine if it was more likely than not that the fair value exceeded its carrying value, including goodwill.

The qualitative assessment indicated that it was more likely than not that the fair value exceeded its carrying value, resulting in no impairment.

Intangible Assets

In connection with its acquisition of ESSA Bancorp and ESSA Bank in 2025, the Corporation recorded a core deposit intangible asset of $ 35.3 million.

During the year ended December 31, 2025, 2024, and 2023, the Corporation recorded amortization expense of $ 1.8 million, zero , and zero , respectively.

The net carrying value at December 31, 2025 and 2024 was $ 33.5 million and zero , respectively.

No other intangible assets were required to be recorded in connection with the acquisition of ESSA Bancorp and ESSA Bank.

In connection with its acquisition of Bank of Akron in 2020, the Corporation recorded a core deposit intangible asset of $ 613 thousand.

3 unchanged sentences

Estimated amortization expense of core deposit intangible assets for each of the next five years is as follows:

Thereafter 14,381

Total $ 33,693

In connection with the formation of Ridge View Bank, a division of the Bank, the Corporation recorded an intangible asset related to naming rights in 2023.

11 unchanged sentences

The Corporation had $ 254.8 million in brokered deposits as of December 31, 2025 compared to $ 185.0 million at December 31, 2024.

In addition, the Corporation had $ 924.6 million and $ 739.3 million in reciprocal deposits at December 31, 2024 and December 31, 2023, respectively.

In addition, the Corporation had $ 1.1 billion and $ 924.6 million in reciprocal deposits at December 31, 2025 and December 31, 2024, respectively.

At December 31, 2025 and 2024, the Corporation had available one $ 10 million unsecured line of credit with an unaffiliated institution.

7 unchanged sentences

Total loans pledged to the FHLB at December 31, 2025, and 2024, were $ 3.6 billion and $ 2.1 billion, respectively.

The Bank could obtain advances of up to approximately $ 1.2 billion from the FHLB at December 31, 2024, and $ 993.8 million at December 31, 2023.

The Bank could obtain advances of up to approximately $ 1.9 billion from the FHLB at December 31, 2025, and $ 1.2 billion at December 31, 2024.

At December 31, 2025, and December 31, 2024, outstanding advances from the FHLB were as follows:

1 unchanged sentence

The maximum amount of the Open Repo borrowing available is $ 250,000 .

$ 164,000 $ —

Total $ 164,000 $ —

10 unchanged sentences

In 2007, the Corporation issued two $ 10.0 million floating rate trust preferred securities as part of a pooled offering of such securities.

The interest rate on each offering was determined quarterly and floated based on the three-month LIBOR plus 1.55 %.

The interest rate on each offering was determined quarterly and floated based on the three-month London Interbank Offered Rate ("LIBOR") plus 1.55 %.

Effective September 15, 2023, the interest rate calculation method was revised.

28 unchanged sentences

At December 31, 2025 and 2024, obligations of $ 11.0 million and $ 10.5 million, respectively, were included in other liabilities for the SERP and DCP.

Expenses related to the SERP and DCP were $ 866 thousand for the year ended December 31, 2024, $ 565 thousand for the year ended December 31, 2023, and $ 1.3 million for the year ended December 31, 2022.

Expenses related to the SERP and DCP were $ 747 thousand for the year ended December 31, 2025, $ 866 thousand for the year ended December 31, 2024, and $ 565 thousand for the year ended December 31, 2023.

The Corporation has established a Survivor Benefit Plan for the benefit of outside directors.

3 unchanged sentences

Expenses (benefits) related to this plan were $ 19 thousand for the year ended December 31, 2025, $( 17 ) thousand for the year ended December 31, 2024, and $( 213 ) thousand for the year ended December 31, 2023.

The Corporation assumed a defined benefit pension plan (the "Pension Plan") as part of the ESSA acquisition in July 2025.

The Pension Plan was amended by ESSA in 2017 to provide that no additional participants would enter the plan and no additional benefits would accrue.

The Pension Plan was terminated as of December 31, 2025 and the tables below utilize plan-termination assumptions.

The following table set forth the change in plan assets and benefit obligation at December 31, 2025:

December 31, 2025

Change in projected benefit obligation:

Projected benefit obligation at acquisition date $ 12,526

Service cost —

Interest cost 275

Plan participants' contributions —

Actuarial (gain)/loss 745

Benefits Paid ( 212 )

Projected benefit obligation at end of the year $ 13,334

Change in plan assets:

Fair value of plan assets at acquisition date $ 21,352

Actual return on plan assets 369

Contributions —

Benefits paid ( 212 )

Fair value of plan assets at end of the year $ 21,509

Funded (unfunded) status at end of year $ 8,175

The benefit obligation for the Pension Plan at December 31, 2025 was $ 13.3 million.

The funded status of the Pension Plan was recognized in Accrued interest receivable and other assets.

Amounts not yet recognized as a component of net period pension cost at December 31, 2025:

December 31, 2025

Amounts recognized in accumulated other comprehensive income consist of:

Net (gain) loss $ 715

The following table comprises the components of the net periodic benefit cost for the year ended December 31, 2025:

December 31, 2025

Service cost $ —

Interest cost 275

Expected return on plan assets ( 340 )

Net periodic benefit cost $ ( 65 )

Weighted-average assumptions used to determine benefit obligations for the year ended December 31, 2025:

December 31, 2025

Discount rate 5.11 %

Rate of compensation increase N/A

Weighted-average assumptions used to determine net periodic benefit cost for the year ended December 31, 2025:

December 31, 2025

Discount rate 5.47 %

Expected return on plan assets 3.90 %

Rate of compensation increase N/A

The expected return on the Pension Plan assets was estimated using the benchmarks for which current plan assets are held, as the plan was terminated as of December 31, 2025.

This includes cash/money market funds and debt securities.

The Corporation's Pension Plan weighted-average asset allocations at December 31, 2025 by asset category, are as follows:

December 31, 2025

Cash/Money Market Fund 60.40 %

Debt securities 39.60 %

Total 100.00 %

The asset mix is driven by the Pension Plan's termination as of December 31, 2025.

The Corporation does not expect to make any additional contributions to the Pension Plan.

Estimated future benefit payments, are as follows:

Estimated benefit payments in 2026 $ —

Estimated benefit payments in 2027 6,708

Estimated benefit payments in 2028 7,485

Estimated benefit payments in 2029 —

Estimated benefit payments in 2030 —

Estimated benefit payments in 2031-2035 —

The following table sets forth by level, within the fair value hierarchy, the Pension Plan's assets at fair value as of December 31, 2025:

Fair Value Measurements at December 31, 2025 Using

Description Total Quoted Prices in

Active Markets for

Identical Assets

(Level 1) Significant Other

(Level 2) Significant

Investment in collective trusts:

Cash/Money Market $ 12,986 $ — $ 12,986 $ —

Debt Securities 8,523 — 8,523 —

Total Plan Assets $ 21,509 $ — $ 21,509 $ —

Deferred Compensation Plans

8 unchanged sentences

Balance, end of year $ 5,033 $ 4,712 $ 4,108

The following is a summary of income tax expense for the years ended December 31, 2024, 2023, and 2022:

Upon adoption of ASU 2023-09, as described in Note 1, "Summary of Significant Accounting Policies," cash paid for income taxes, net of refunds, during the year ended December 31, 2025 was as follows:

December 31, 2025

Federal $ 9,850

Total cash paid for income taxes, net of refunds $ 10,649

Income Tax Matters

Pre-tax income is entirely related to domestic activities, the Corporation did not have any foreign operations.

The following is a summary of income tax expense from continuing operations for the years ended December 31, 2025, 2024, and 2023:

December 31, 2025 December 31, 2024 December 31, 2023

Current – federal $ 12,863 $ 11,446 $ 15,494

Current – state 1,104 1,252 1,346

Deferred – federal ( 1,124 ) 1,110 ( 1,618 )

Deferred – state ( 59 ) 1 ( 196 )

Current tax expense:

Federal $ 10,526 $ 12,863 $ 11,446

State 740 1,104 1,252

Total 11,266 13,967 12,698

Deferred tax expense (benefit):

Federal 4,828 ( 1,124 ) 1,110

State 240 ( 59 ) 1

Total 5,068 ( 1,183 ) 1,111

Income tax expense from continuing operations $ 16,334 $ 12,784 $ 13,809

The Corporation did not have any income tax expense (benefit) in foreign jurisdictions.

The reconciliation of income tax attributable to pre-tax income at the federal statutory tax rates to income tax expense in accordance with ASU 2023-09 is as follows:

December 31, 2025

Tax computed at the statutory federal rate $ 17,318 21.0 %

State income taxes, net of federal benefit (1)

Low income housing tax credits (2)

Nontaxable or nondeductible items

Tax exempt interest, net ( 1,232 ) ( 1.5 )

Bank owned life insurance ( 1,002 ) ( 1.2 )

Other 463 0.6

Other adjustments ( 48 ) ( 0.1 )

Income tax expense $ 16,334 19.8 %

The reconciliation of income tax attributable to pre-tax income at the federal statutory tax rates to income tax expense is as follows:

December 31, 2024 % December 31, 2023 % December 31, 2022 %

(1) State taxes in New York make up the majority (greater than 50%) of the tax effect in this category.

(2) Low income housing tax credits includes the tax credit benefit net of proportional amortization.

The reconciliation of income tax attributable to pre-tax income at the federal statutory tax rates to income tax expense before the adoption of ASU 2023-09 is as follows:

December 31, 2024 % December 31, 2023 %

Tax at statutory rate $ 14,146 21.0 % $ 15,084 21.0 %

21 unchanged sentences

Other 598 547

42,724 39,219

Total 58,959 42,724

Deferred tax liabilities:

2 unchanged sentences

Mortgage servicing rights 571 278

Lease asset 11,839 8,128

Right of use lease asset 12,858 11,839

Deferred fees and costs 195 —

Partnership investments 914 —

Post-retirement benefits 1,519 —

Other 691 633

18,279 15,292

Total 22,236 18,279

Net deferred tax asset $ 36,723 $ 24,445

At December 31, 2025 and 2024, the Corporation had no unrecognized tax benefits.

The Corporation does not expect the total amount of unrecognized tax benefits to significantly increase in the next twelve months.

At December 31, 2024, the Corporation had state net operating loss carryforwards of $ 14.8 million related to the acquisition of Bank of Akron, which will expire at various dates from 2034 to 2039.

The Corporation's ability to utilize carryforwards is limited to $ 363 thousand per year.

Due to this limitation, management has determined it is more likely than not that approximately $ 9.5 million of net operating loss carryforwards will expire unutilized.

At December 31, 2025, the Corporation had federal net operating loss carryforwards of $ 10.7 million related to the acquisition of ESSA Bancorp.

The net operating loss is limited under section 382 annually but the Corporation will realize the entire benefit as there is no expiration date of this carryforward attribute.

At December 31, 2025, the Corporation had state net operating loss carryforwards with the state of New York of $ 4.9 million related to the acquisition of Bank of Akron, which will expire at various dates between 2023-2039.

The Corporation's ability to utilize the carryforward is limited to $ 363 thousand per year.

Due to this limitation, management determined it is more likely than not a portion of the originally acquired net operating loss will expire before utilized and wrote off $ 9.5 million in prior periods.

The Corporation recognizes interest and/or penalties related to income tax matters as part of income tax expense.

At December 31, 2024, 2023, and 2022, there were no amounts accrued for interest and/or penalties and no amounts recorded as expense for the years ending December 31, 2024, 2023, and 2022.

At December 31, 2025, 2024, and 2023, there were no amounts accrued for interest and/or penalties and no amounts recorded as tax expense for the years ending December 31, 2025, 2024, and 2023.

The Corporation and its subsidiaries are subject to U.S.

federal income tax, as well as filing various state returns.

The Corporation is no longer subject to U.S.

federal income tax examinations by the taxing authorities for years prior to 2021.

The Corporation is no longer subject to examinations by the taxing authorities for years prior to 2022.

Tax years 2022 through 2025 are open to examination.

8 unchanged sentences

Stock-Based Compensation

The Corporation has a stock incentive plan, which is administered by a committee of the Board of Directors and which permits the Corporation to provide various types of stock-based compensation to its key employees, directors, and/or consultants, including time-based and performance-based shares of restricted stock.

The Corporation previously maintained the CNB Financial Corporation 2009 Stock Incentive Plan, which terminated in accordance with its terms on February 10, 2019, and currently maintains the CNB Financial Corporation 2019 Omnibus Incentive Plan (the "2019 Stock Incentive Plan"), which was approved by the Corporation’s shareholders and became effective on April 16, 2019.

The Corporation does not have a policy or practice on the timing of awards of options in relation to the disclosure of material nonpublic information because the Corporation does not issue nor does it have any outstanding options.

The Executive Compensation and Personnel Committee generally grants equity awards annually at a regularly scheduled meeting in connection with its annual compensation review process in the first quarter of the fiscal year.

On occasion, the Executive Compensation and Personnel Committee may grant equity awards outside of its annual grant cycle for new hires, promotions, recognition, retention, or other purposes.

The Executive Compensation and Personnel Committee does not have a practice or policy of granting equity awards in anticipation of the release of material nonpublic information and, in any event, we do not time the release of material non-public information in coordination with grants of equity awards for the purpose of affecting the value of executive compensation.

The 2019 Stock Incentive Plan provides for up to 507,671 shares of common stock to be awarded in the form of nonqualified options or restricted stock.

In April 2025, the Corporation's shareholders approved the CNB Financial Corporation 2025 Omnibus Incentive Plan (the "2025 Stock Incentive Plan"), which replaces the CNB Financial Corporation 2019 Omnibus Incentive Plan (the "2019 Stock Incentive Plan") and provides for the issuance of up to 782,246 shares of common stock (including shares that remained available for future awards under the 2019 Stock Incentive Plan as of the effective date of the 2025 Plan and shares related to outstanding awards under the 2019 Stock Incentive Plan that may become available after expiration, forfeiture or cancellation of such awards).

The 2025 Stock Incentive Plan provides for the issuance of common stock through the grant of a variety of awards, including stock options, stock appreciation rights, restricted stock units, unrestricted stock, dividend equivalent rights and other equity-based awards.

The 2025 Stock Incentive Plan terminates in January 2035, unless terminated earlier by the Board of Directors.

For key employees, the vesting of time-based restricted stock is one-third, one-fourth, or one-fifth of the granted restricted shares per year, beginning one year after the grant date, with 100 % vesting on the third, fourth or fifth anniversary of the grant date, respectively.

Prior to 2018, for non-employee directors, the vesting schedule was one-third of the granted restricted shares per year, beginning one year after the grant date, with 100 % vested on the third anniversary of the grant date.

Beginning in 2018, stock compensation received by non-employee directors vests immediately.

Stock compensation received by non-employee directors vests in full as of the year-end of the year of grant.

All stock-based compensation grants during the years ending December 31, 2025, 2024, and 2023 and outstanding at December 31, 2025, 2024, and 2023 were time-based and performance-based restricted stock.

11 unchanged sentences

Non-vested at December 31, 2025 247,184 $ 22.50

The above table excludes 18,029 shares in restricted stock awards that were granted to the Corporation’s Board of Directors at a weighted average fair value of $ 21.35 and immediately vested.

As of December 31, 2025 and 2024, there was $ 3.6 million and $ 2.7 million, respectively, of total unrecognized compensation cost related to non-vested shares granted under the 2025 Stock Incentive Plan.

62 unchanged sentences

(1) The minimum amounts and ratios as of December 31, 2025 and 2024 include the full phase in of the capital conservation buffer of 2.5 percent required by the Basel III framework.

Certain restrictions exist regarding the ability of the Bank to transfer funds to the Corporation in the form of cash dividends, loans or advances.

During 2024, $ 704.5 million of accumulated net earnings of the Bank included in consolidated shareholders’ equity, plus any 2025 net profits retained to the date of the dividend declared, is available for distribution to the Corporation as dividends without prior regulatory approval, subject to regulatory capital requirements described above.

Derivative Instruments

28 unchanged sentences

Because the Corporation acts as an intermediary for its customer, changes in the fair value of the underlying derivative contracts offset each other and do not impact the Corporation’s results of operations.

The Corporation pledged cash collateral to another financial institution with a balance $ 173 thousand as of December 31, 2024 and $ 173 thousand as of December 31, 2023.

The Corporation pledged cash collateral to another financial institution with a balance $ 1.3 million as of December 31, 2025 and $ 173 thousand as of December 31, 2024.

This balance is included in cash and due from banks on the consolidated balance sheets.

The Corporation received cash collateral from another financial institution with a balance $ 2.6 million as of December 31, 2025 and no balance as of December 31, 2024.

This balance is included in non-interest bearing deposits with other banks on the consolidated balance sheets.

The Corporation may require its customers to post cash or securities as collateral on its program of back-to-back swaps depending upon the specific facts and circumstances surrounding each loan and individual swap.

16 unchanged sentences

The RPA provides credit protection to the Corporation should the borrower fail to perform on its interest rate derivative contract with the financial institution.

The notional amount of this contingent agreement is $ 25.5 million as of December 31, 2024 and zero as of December 31, 2023.

The notional amount of this contingent agreement is $ 28.7 million as of December 31, 2025 and $ 25.5 million as of December 31, 2024.

The fair value of the RPA swaps was $ 18 thousand and $ 11 thousand as of December 31, 2025 and December 31, 2024, respectively, and is reported in accrued interest payable and other liabilities within the condensed consolidated balance sheets.

27 unchanged sentences

The allowance is computed using a methodology similar to that used to determine the allowance for credit losses for loans receivable, modified to take into account the probability of a draw-down on the commitment.

The provision for credit losses on unfunded loan commitments is included in the provision for credit losses on the Corporation's consolidated statements of income.

The allowance for unfunded commitments is included in other liabilities in the consolidated balance sheets.

Note 3, "Loans Receivable and Allowance for Credit Losses," in the consolidated financial statements provides more detail concerning the provision for credit losses related to the loan portfolio of the Corporation.

The provision for credit losses on unfunded loan commitments is included in the provision for credit losses on the Corporation's condensed consolidated statements of income.

The allowance for unfunded commitments is included in other liabilities in the condensed consolidated balance sheets.

Note 4, "Loans Receivable and Allowance for Credit Losses," in the condensed consolidated financial statements provides more detail concerning the provision for credit losses related to the loan portfolio of the Corporation.

The following table presents activity in the allowance for credit losses on unfunded loan commitments for the years ended December 31, 2025, 2024, and 2023, respectively:

6 unchanged sentences

Investments in Small Business Investment Corporation and Community Development Entities

The Corporation makes investments in limited partnerships, including certain small business investment corporations ("SBICs") and community development entities ("CDEs").

Capital contributions for investments in SBICs and CDEs, reported in FHLB and other restricted stock holdings and investment on the consolidated balance sheet, as of December 31, 2024 and 2023, were $ 23.5 million and $ 21.7 million, respectively.

Unfunded capital commitments in investments in SBIC's and other limited partnerships totaled $ 8.0 million and $ 6.8 million as of December 31, 2024 and 2023, respectively.

The Corporation makes investments in limited partnerships, including certain small business investment corporations and community development entities.

Capital contributions for investments in small business companies ("SBIC") and community development entities ("CDE"), reported in FHLB and other restricted stock holdings and investments on the consolidated balance sheet, as of December 31, 2025 and 2024, were $ 27.7 million and $ 23.5 million, respectively.

Unfunded capital commitments in investments in SBICs and CDEs totaled $ 12.2 million and $ 8.0 million as of December 31, 2025 and 2024, respectively.

These investments are accounted for under the equity method of accounting.

1 unchanged sentence

The carrying value of investments in the low income housing partnerships, reported in FHLB and other restricted stock holdings and investments on the consolidated balance sheet, as of December 31, 2025 and 2024 were $ 6.8 million and $ 7.3 million, respectively.

The related amortization for the years ended December 31, 2024 2023, and 2022 were $ 711 thousand, $ 747 thousand, and $ 803 thousand, respectively.

Unfunded commitments, reported in accrued interest payable and other liabilities on the consolidated balance sheet, as of December 31, 2024 and 2023, were $ 3.7 million and $ 796 thousand, respectively.

The related amortization for the years ended December 31, 2025 2024, and 2023 were $ 1.2 million, $ 711 thousand, and $ 747 thousand, respectively.

Unfunded commitments, reported in accrued interest payable and other liabilities on the consolidated balance sheet, as of December 31, 2025 and 2024, were $ 1.0 million and $ 3.7 million, respectively.

Investments in Federal and State Rehabilitation/Historic Tax Credit

From time to time, the Corporation invests in certain limited partnerships that were formed to provide certain federal and state rehabilitation/historic tax credits.

The carrying value of these investments, reported in FHLB and other restricted stock holdings and investments on the consolidated balance sheet, as of December 31, 2024 and 2023 were $ 4.1 million and zero , respectively.

The carrying value of these investments, reported in FHLB and other restricted stock holdings and investments on the consolidated balance sheet, as of December 31, 2025 and 2024 were $ 4.1 million and $ 4.1 million, respectively.

The investments do not have any related amortization for the years ended December 31, 2025, 2024, and 2023, respectively.

Unfunded commitments, reported in accrued interest payable and other liabilities on the consolidated balance sheets, as of December 31, 2024 and December 31, 2023, were $ 3.2 million and zero , respectively.

Unfunded commitments, reported in accrued interest payable and other liabilities on the consolidated balance sheets, as of December 31, 2025 and December 31, 2024, were $ 3.2 million and $ 3.2 million, respectively.

The Corporation is subject to claims and lawsuits that arise primarily in the ordinary course of business.

24 unchanged sentences

16,608 16,671 16,776

Change in net unrealized holdings (losses) on equity securities not held for trading ( 290 ) ( 722 ) ( 132 )

Change in net unrealized holdings gains on equity securities not held for trading 161 ( 290 ) ( 722 )

Income tax benefit 1,744 1,513 1,606

24 unchanged sentences

Purchase of treasury stock ( 742 ) ( 1,003 ) ( 6,858 )

Net proceeds from issuance of common stock — — 94,051

Net cash provided by financing activities ( 23,234 ) ( 20,217 ) ( 25,854 )

27 unchanged sentences

December 31, 2025 December 31, 2024 December 31, 2023

Unrealized holding gains (losses) on available-for-sale securities $ 2,245 $ 7,785 $ ( 67,167 )

Unrealized holding gains on available-for-sale securities $ 18,263 $ 2,245 $ 7,785

Less reclassification adjustment for gains recognized in earnings ( 1,168 ) ( 74 ) ( 52 )

Net unrealized gains (losses) 2,171 7,733 ( 67,818 )

Net unrealized gains 17,095 2,171 7,733

Tax effect ( 3,591 ) ( 456 ) ( 1,624 )

8 unchanged sentences

Net-of-tax amount ( 506 ) 245 ( 139 )

Net unrealized holding loss on pension plan ( 715 ) — —

Tax effect 150 — —

Net-of-tax amount ( 565 ) — —

Unrealized gains on interest rate swap — — —

Less reclassification adjustment for gains (losses) recognized in earnings — ( 151 ) 127

Net unrealized gains (losses) — ( 151 ) 538

Less reclassification adjustment for losses recognized in earnings — — ( 151 )

Net unrealized losses — — ( 151 )

Tax effect — — 32

Net-of-tax amount — — ( 119 )

Other comprehensive income (loss) $ 2,505 $ 6,442 $ ( 52,126 )

Other comprehensive income $ 12,908 $ 2,505 $ 6,442

The following is a summary of the change in the accumulated other comprehensive income (loss) balance, net of tax, for the years ended December 31, 2025, 2024, and 2023.

2 unchanged sentences

December 31, 2025

Unrealized gains on securities available-for-sale $ ( 48,173 ) $ 1,715 $ ( 46,458 )

Unrealized gains (losses) on securities available-for-sale $ ( 46,458 ) $ 13,504 $ ( 32,954 )

Amortization of unrealized gains from held-to-maturity securities 2,011 475 2,486

Unrealized gains on postretirement benefits plan 629 245 874

Unrealized gains (losses) on postretirement benefits plan 874 ( 506 ) 368

Unrealized gains (losses) on pension plan — ( 565 ) ( 565 )

Total $ ( 43,573 ) $ 12,908 $ ( 30,665 )

4 unchanged sentences

Amortization of unrealized gains from held-to-maturity securities 1,466 545 2,011

Unrealized losses on postretirement benefits plan 768 ( 139 ) 629

Unrealized losses on interest rate swap 119 ( 119 ) —

Unrealized gains on postretirement benefits plan 629 245 874

Total $ ( 46,078 ) $ 2,505 $ ( 43,573 )

2 unchanged sentences

December 31, 2023

Unrealized losses on securities available-for-sale $ ( 706 ) $ ( 53,576 ) $ ( 54,282 )

Unrealized gains on securities available-for-sale $ ( 54,282 ) $ 6,109 $ ( 48,173 )

Amortization of unrealized gains from held-to-maturity securities 875 591 1,466

Unrealized gains on postretirement benefits plan 618 150 768

Unrealized gains on interest rate swap ( 306 ) 425 119

Unrealized losses on postretirement benefits plan 768 ( 139 ) 629

Unrealized losses on interest rate swap 119 ( 119 ) —

Total $ ( 52,520 ) $ 6,442 $ ( 46,078 )

18 unchanged sentences

Interest and fees on loans $ 350,943 $ 293,544 $ 273,223

PPP fees — 3 1,889

Investment Securities 41,402 31,926 20,473

22 unchanged sentences

Net occupancy expense 18,222 14,737 14,509

Amortization of core deposit intangible 1,848 73 84

Technology expense 23,744 21,805 20,202

5 unchanged sentences

Other non-interest expenses 21,674 19,070 18,908

Merger and integration costs 13,824 — —

Total non-interest expenses 190,881 150,002 145,342

8 unchanged sentences

TOTAL CONSOLIDATED ASSETS $ 8,396,435 $ 6,192,010

Subsequent Events

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.

Quarterly Financial Data (Unaudited)

The table below sets forth the Corporation's unaudited condensed consolidated quarterly results of operations data for the years ended December 31, 2025 and December 31, 2024 (in thousands, except per share data).

In the opinion of management, all adjustments (consisting of normal recurring accruals) that are necessary for a fair presentation of the quarterly results have been reflected in the data.

It is also management's opinion, however, that quarterly results of operations data are not indicative of the financial results to be achieved in succeeding years or quarters.

In order to obtain a more accurate indication of performance, one should review the financial and operating results, changes in stockholders' equity and cash flows for a period of several years.

As of January 1, 2025, the Corporation adopted ASU 2025-08.

Prior to the quarter ended March 31, 2025, the results were based on the applicable guidance in effect prior to the adoption of ASU 2025‑08, and these results have not been restated.

Quarters Ended in 2025 Quarters Ended in 2024

31 June 30 Sept.

Total interest and dividend income $ 82,379 $ 85,771 $ 108,645 $ 115,550 $ 77,905 $ 80,652 $ 83,235 $ 83,678

Net interest income 48,431 52,197 67,129 74,279 45,222 45,717 47,486 49,044

Provision for credit losses 1,556 4,338 2,069 892 1,320 2,591 2,381 2,930

Non-interest income 8,507 9,008 10,566 12,084 8,955 8,865 10,973 10,321

Non-interest expense 41,038 39,617 50,157 60,069 37,424 35,989 38,784 37,805

Net income 11,481 13,956 19,990 20,704 12,600 12,957 13,954 15,064

Net income per share, basic 0.50 0.61 0.69 0.67 0.55 0.57 0.61 0.67

Net income per share, diluted 0.50 0.61 0.69 0.66 0.55 0.56 0.61 0.66

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

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 8. Financial Statements and Supplementary Data