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Item 9A. Controls and Procedures

2026-03-11 compared with 2025-03-06 · 52 added, 27 removed, 114 unchanged (41% of the section changed)

CONTROLS AND PROCEDURES

The Corporation’s management, under the supervision of and with the participation of the Corporation’s Principal Executive Officer and Principal Financial Officer, has carried out an evaluation of the design and effectiveness of the Corporation’s disclosure controls and procedures as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Securities Exchange Act of 1934 as of the end of the period covered by this report.

Based upon that evaluation, management, including the Principal Executive Officer and Principal Financial Officer, have concluded that, as of the end of such period, the Corporation’s disclosure controls and procedures are effective to provide reasonable assurance that all material information required to be disclosed in reports the Corporation files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms.

The Corporation's management, under the supervision of and with the participation of the Corporation's Principal Executive Officer and Principal Financial Officer, has carried out an evaluation of the design and effectiveness of the Corporation's disclosure controls and procedures as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Securities Exchange Act of 1934, as amended, as of the end of the period covered by this report.

Based upon that evaluation, management, including the Principal Executive Officer and Principal Financial Officer, have concluded that, as of the end of such period, the Corporation's disclosure controls and procedures are effective to provide reasonable assurance that all material information required to be disclosed in reports the Corporation files or submits under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms.

On July 23, 2025, the Corporation completed the merger with ESSA.

The Corporation is in the process of evaluating the existing controls and procedures of ESSA and integrating ESSA into the internal control over financial reporting.

In accordance with the SEC Staff guidance permitting a company to exclude an acquired business from management’s assessment of the effectiveness of internal control over financial reporting for the year in which the acquisition is completed, the Corporation has excluded ESSA from the assessment of the effectiveness of internal control over financial reporting as of December 31, 2025.

The scope of management’s assessment of the effectiveness of the design and operation of the Corporation's disclosure controls and procedures as of December 31, 2025 includes all of the Corporation's consolidated operations except for those disclosure controls and procedures of ESSA that are included in the internal control over financial reporting.

Changes in Internal Controls

During the third quarter of 2025, ESSA merged with the Corporation.

The Corporation is continuously working to integrate ESSA into its internal control over financial reporting process.

Except for the changes in connection with this integration of ESSA, there were no changes in the Corporation's internal controls over financial reporting that occurred during the Corporation's most recent fiscal quarter that materially affected, or are reasonably likely to materially affect, the Corporation's internal controls over financial reporting.

Management’s Report on Internal Control Over Financial Reporting

The management of the Corporation is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934.

The Corporation’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the U.S.

The Corporation’s internal control over financial reporting includes those policies and procedures that:

(i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Corporation;

(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Corporation are being made only in accordance with authorizations of management and directors of the Corporation;

and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Corporation’s assets that could have a material effect on the financial statements.

Management of the Corporation is responsible for establishing and maintaining adequate internal control over financial reporting.

Management has assessed the effectiveness of internal control over financial reporting using the criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

The Corporation's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

The Corporation's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Corporation; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Corporation are being made only in accordance with authorizations of management and directors of the Corporation; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisitions, use, or disposition of the Corporation's assets that could have a material effect on the financial statements.

On July 23, 2025, the Corporation completed the merger with ESSA.

The Corporation is in the process of evaluating the existing controls and procedures of ESSA and integrating ESSA into the internal control over financial reporting.

ESSA represented approximately 20% of the Corporation's total assets as of December 31, 2025.

See "Note 2, Business Combination" for further discussion of the Merger and its impact on the Corporation's consolidated financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of the Corporation’s internal control over financial reporting as of December 31, 2024.

In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in the 2013 Internal Control-Integrated Framework.

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

Based on the testing performed using the criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), management of the Corporation believes that the Corporation's internal control over financial reporting was effective as of December 31, 2025.

The effectiveness of our internal control over financial reporting as of December 31, 2025 has been audited by Forvis Mazars, LLP, an independent registered public accounting firm that audited the Corporation’s financial statements, as stated in their report which is located in Item 8 of this Annual Report on Form 10-K.

8 unchanged sentences

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

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

The information required by this Item 10 is incorporated herein by reference from our definitive Proxy Statement for our 2026 Annual Meeting of Stockholders (the "2026 Proxy Statement"), which we will file with the SEC on or before 120 days after our 2025 fiscal year-end, and which will appear in the 2026 Proxy Statement under the captions "Proposal 1.

Election of Directors," "Executive Officers," "Corporate Governance – Meetings and Committees of the Board – Audit Committee," "Certain Transactions," "Compensation Discussion and Analysis – Insider Trading and Reporting Compliance Policy" and "Other Matters – Delinquent Section 16(a) Reports."

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

1 unchanged sentence

EXECUTIVE COMPENSATION

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

Information required by this Item 11 is incorporated herein by reference from the 2026 Proxy Statement, including the information in the 2026 Proxy Statement appearing under the captions "Compensation Discussion and Analysis," "Compensation of Executive Officers," "Compensation Committee Report" and "Compensation of Directors."

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

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

Information required by this Item 12 is incorporated herein by reference from the 2026 Proxy Statement, including the information in the 2026 Proxy Statement appearing under the captions "Security Ownership of Certain Beneficial Owners of CNB Common Stock and CNB Management" and "Equity Compensation Plan Information."

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

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

Information required by this Item 13 is incorporated herein by reference from the 2026 Proxy Statement, including the information in the 2026 Proxy Statement appearing under the captions "Proposal 1.

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

PRINCIPAL ACCOUNTANT FEES AND SERVICES

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

Information required by this Item 14 is incorporated herein by reference from the 2026 Proxy Statement, including the information in the 2026 Proxy Statement appearing under the captions "Corporate Governance – Meetings and Committees of the Board of Directors – Audit Committee," "Proposal No.

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

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

14 unchanged sentences

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

Amendment No.

1 to the Third Amended and Restated Bylaws of CNB Financial Corporation (incorporated by reference to Exhibit 3.1 to the Corporation's Current Report on Form 8-K filed on July 21, 2025)

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

7 unchanged sentences

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

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

(incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed on April 4, 2022)

CNB Financial Corporation 2025 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1 to the Corporation's Form S-8 filed on April 15, 2025)

Form of CNB Financial Corporation 2025 Omnibus Incentive Plan Restricted Stock Agreement - Executive

Form of CNB Financial Corporation 2025 Omnibus Incentive Plan Performance Restricted Stock Agreement - Executive

Form of CNB Financial Corporation 2025 Omnibus Incentive Plan Restricted Stock Agreement - Director

Executive Employment Agreement, dated March 23, 2020, by and between CNB Financial Corporation, CNB Bank and Tito L.

28 unchanged sentences

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

Dixon (incorporated by reference to Exhibit 10.22 to the Registrant’s Annual Report on Form 10-K filed on March 6, 2025)

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

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

Wilcoxson (incorporated by reference to Exhibit 10.23 to the Registrant’s Annual Report on Form 10-K filed on March 6, 2025)

Defined Contribution Plan for Gregory Dixon , effective as of January 2, 2022 (incorporated by reference to Exhibit 10.24 to the Registrant’s Annual Report on Form 10-K filed on March 6, 2025)

Insider Trading and Reporting Compliance Policy

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

Consent of FORVIS, LLP

Consent of Forvis Mazars, LLP

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

26 unchanged sentences

(Principal Executive Officer)

Lima /s/ Richard B.

LIMA RICHARD B.

SEAGER, Director

Lima /s/ Nicholas N.

LIMA NICHOLAS N.

SCOTT, Director

(Principal Financial and Accounting Officer)

Michael Obi /s/ Francis X.

MICHAEL OBI, Director FRANCIS X.

/s/ Daniel J.

Henning /s/ Richard B.

HENNING, Director RICHARD B.

SEAGER, Director

Michael Obi /s/ Robert C.

MICHAEL OBI, Director ROBERT C.

SELIG, JR., Director

Olson /s/ Francis X.

OLSON, Director FRANCIS X.

STRAUB, III, Director

5 unchanged sentences

YOUNG, Director

/s/ Nicholas N.

SCOTT, Director

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

What changed 10-K

Item 9A. Controls and Procedures