CNB FINANCIAL CORP/PA 10-K

ITEM 9A. 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 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 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. 135 Table of Contents 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. ESSA represented approximately 20% of the Corporation's total assets 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. 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. 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. /s/ Michael D. Peduzzi /s/ Tito L. Lima President and Chief Executive Officer Treasurer and Principal Financial Officer Date: March 11, 2026 Date: March 11, 2026 ITEM 9B. OTHER INFORMATION During the three months ended December 31, 2025, no director or officer of the Corporation, nor the Corporation itself, adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(a) of Regulation S-K. ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS None. PART III. ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE The information required by this Item 10 is incorporated herein by reference from our definitive Proxy Statement for our 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. The Code of Ethics can be found at the Bank’s website, www.cnbbank.bank. 136 Table of Contents ITEM 11. EXECUTIVE COMPENSATION 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." ITEM 12. 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 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." ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE 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." ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES 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. 4: Ratification of the Appointment of Independent Registered Public Accounting Firm." 137 Table of Contents PART IV. ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (a)(1) The following consolidated financial statements are set forth in Part II, Item 8: Report of Independent Registered Public Accounting Firm Forvis Mazars, LLP , Indianapolis, IN , (U.S. PCAOB Auditor Firm I.D.: 686 ); Consolidated Balance Sheets as of December 31, 2025 and 2024 Consolidated Statements of Income and Comprehensive Income for the years ended December 31, 2025, 2024, and 2023 Consolidated Statements of Cash Flows for the years ended December 31, 2025, 2024, and 2023 Consolidated Statements of Changes in Shareholders’ Equity for the years ended December 31, 2025, 2024, and 2023 Notes to Consolidated Financial Statements (a)(2) Financial statement schedules are not applicable or are included in the consolidated financial statements or related notes. (a)(3) The following exhibits are filed as a part of this report: Exhibit No. Description 2.1 Agreement and Plan of Merger, dated as of January 9, 2025, by and among CNB Financial Corporation, CNB Bank, ESSA Bancorp, Inc. and ESSA Bank & Trust (incorporated by reference to Exhibit 2.1 to the Registrant's Current Report on Form 8-K filed on January 10, 2025). 3.1 Third Amended and Restated Articles of Incorporation of CNB Financial Corporation (incorporated by reference to Exhibit 3.1 to the Registrant's Current Report on Form 8-K filed on April 18, 2024) 3.2 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) 3.3 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) 3. 4 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) 4.1 Description of Registrant's Securities (incorporated by reference to Exhibit 4.1 to the Registrant’s Annual Report on Form 10-K filed on March 3, 2022) 4.2 Form of Certificate representing the 7.125% Series A Fixed-Rated Non-Cumulative Perpetual Preferred Stock (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on August 25, 2020) 4.3 Deposit Agreement, dated August 25, 2020, among CNB Financial Corporation, American Stock Transfer & Trust Company, LLC, and the holders from time to time of the depositary receipts described therein (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed on August 25, 2020) 4.4 Form of Depositary Receipt representing the Depositary Shares (included as Exhibit A to Exhibit 4.3 of the Registration Statement on Form 8-A filed on August 25, 2020) 4.5 Form of 3.25% Fixed-to-Floating Rate Subordinated Note due 2031 (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on June 3, 2021) 10.1 (1) CNB Financial Corporation 2019 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed on April 18, 2019) 10.2 (1) Form of CNB Financial Corporation 2019 Omnibus Incentive Plan Restricted Stock Agreement (incorporated by reference to Exhibit 10.2 to the Registrant’s Annual Report on Form 10-K filed on March 3, 2023) 138 Table of Contents Exhibit No. Description 10.3 (1) 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) 10.4 (1) 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) 1 0.5 (1) Form of CNB Financial Corporation 2025 Omnibus Incentive Plan Restricted Stock Agreement - Executive 1 0.6 (1) Form of CNB Financial Corporation 2025 Omnibus Incentive Plan Performance Restricted Stock Agreement - Executive 10. 7 (1) Form of CNB Financial Corporation 2025 Omnibus Incentive Plan Restricted Stock Agreement - Director 10. 8 (1) Executive Employment Agreement, dated March 23, 2020, by and between CNB Financial Corporation, CNB Bank and Tito L. Lima (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed on March 24, 2020) 10. 9 (1) Executive Employment Agreement, dated August 30, 2021, by and between CNB Financial Corporation, CNB Bank and Martin T. Griffith (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed on September 3, 2021) 10. 10 (1) Executive Employment Agreement, dated November 27, 2023, by and between CNB Financial Corporation, CNB Bank and Michael Peduzzi (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on November 30, 2023) 10. 11 (1) Executive Employment Contract, dated October 7, 2015, by and between CNB Bank and Leanne D. Kassab (incorporated by reference to Exhibit 10.10 to the Registrant’s Annual Report on Form 10-K filed on March 3, 2023) 10. 12 (1) Supplemental Executive Retirement Plan for Michael D. Peduzzi, effective as of January 1, 2022 (incorporated by reference to Exhibit 10.13 to the Registrant’s Annual Report on Form 10-K filed on March 3, 2023) 10.1 3 Form of Subordinated Note Purchase Agreement, dated June 3, 2021, by and among CNB Financial Corporation and the Purchasers identified therein (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on June 3, 2021) 10.1 4 (1) Defined Contribution Plan for Tito L. Lima, effective as of January 2, 2022 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on January 4, 2022) 10.1 5 (1) Defined Contribution Plan for Leanne Kassab, effective as of January 1, 2022 (incorporated by reference to Exhibit 10.16 to the Registrant’s Annual Report on Form 10-K filed on March 3, 2023) 10.1 6 (1) Executive Deferred Compensation Plan, amended and restated, effective as of January 1, 2005 (incorporated by reference to Exhibit 10.17 to the Registrant’s Annual Report on Form 10-K filed on March 3, 2023) 10.1 7 (1) Executive Deferred Compensation Plan Amendment No. 1, dated as of January 19, 2015 (incorporated by reference to Exhibit 10.18 to the Registrant’s Annual Report on Form 10-K filed on March 3, 2023) 10.1 8 (1) Amendment No. 1 to Defined Contribution Plan for Tito L. Lima (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on October 2, 2023) 10.1 9 (1) Amendment No. 1 to Defined Contribution Plan for Leanne Kassab (incorporated by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K filed on October 2, 2023) 139 Table of Contents Exhibit No. Description 10. 20 (1) Amendment No. 1 to Supplemental Executive Retirement Plan (incorporated by reference to Exhibit 10.6 to the Registrant’s Current Report on Form 8-K filed on October 2, 2023) 10. 21 (1) Schedule A to Supplemental Executive Retirement Plan for Michael D. Peduzzi (incorporated by reference to Exhibit 10.7 to the Registrant’s Current Report on Form 8-K filed on October 2, 2023) 10. 22 (1) Schedule A to Supplemental Executive Retirement Plan for Tito L. Lima (incorporated by reference to Exhibit 10.8 to the Registrant’s Current Report on Form 8-K filed on October 2, 2023) 10. 23 (1) Schedule A to Supplemental Executive Retirement Plan for Leanne Kassab (incorporated by reference to Exhibit 10.9 to the Registrant’s Current Report on Form 8-K filed on October 2, 2023) 10.2 4 (1) Schedule A to Supplemental Executive Retirement Plan for Martin Griffith (incorporated by reference to Exhibit 10.10 to the Registrant’s Current Report on Form 8-K filed on October 2, 2023) 10.2 5 (1) 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) 10.2 6 (1) Executive Employment Contract, dated May 18, 2021, by and between CNB Bank and Angela D. Wilcoxson (incorporated by reference to Exhibit 10.23 to the Registrant’s Annual Report on Form 10-K filed on March 6, 2025) 10.2 7 (1) 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) 19 Insider Trading and Reporting Compliance Policy 21 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) 23.1 Consent of Forvis Mazars, LLP 31.1 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 31.2 Certification of Chief Financial 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 32.1 Certification of Chief Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.2 Certification of Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 97.1 Policy Relating to Recovery of Erroneously Awarded Compensation (incorporated by reference to Exhibit 97.1 to the Registrant's Annual Report on Form 10-K filed on March 7, 2024) 101.INS Inline XBRL Instance Document 101.SCH Inline XBRL Taxonomy Extension Schema Document 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF Inline XBRL Taxonomy Extension Definitions Linkbase Document 140 Table of Contents Exhibit No. Description 101.LAB Inline XBRL Taxonomy Extension Presentation Label Linkbase Document 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document 104 Cover Page Interactive Data File (embedded within the Inline XBRL document and contained in Exhibit 101) (1) Indicates a management contract or compensatory plan. ITEM 16. FORM 10-K SUMMARY None. 141 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. CNB FINANCIAL CORPORATION (Registrant) Date: March 11, 2026 By: /s/ Michael D. Peduzzi MICHAEL D. PEDUZZI President & Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on March 11, 2026. /s/ Michael D. Peduzzi /s/ Jeffrey S. Powell MICHAEL D. PEDUZZI JEFFREY S. POWELL, Chairperson President and Director (Principal Executive Officer) /s/ Tito L. Lima /s/ Nicholas N. Scott TITO L. LIMA NICHOLAS N. SCOTT, Director Treasurer (Principal Financial and Accounting Officer) /s/ Daniel J. Henning /s/ Richard B. Seager DANIEL J. HENNING, Director RICHARD B. SEAGER, Director /s/ N. Michael Obi /s/ Robert C. Selig, Jr. N. MICHAEL OBI, Director ROBERT C. SELIG, JR., Director /s/ Gary S. Olson /s/ Francis X. Straub, III GARY S. OLSON, Director FRANCIS X. STRAUB, III, Director /s/ Joel E. Peterson /s/ Peter C. Varischetti JOEL E. PETERSON, Director PETER C. VARISCHETTI, Director /s/ Deborah Dick Pontzer /s/ Julie M. Young DEBORAH DICK PONTZER, Director JULIE M. YOUNG, Director 142