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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 23, 2025
CNB FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
| Pennsylvania | 001-39472 | 25-1450605 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 1 South Second Street PO Box 42 Clearfield, Pennsylvania |
16830 | |
| (Address of principal executive offices) | (Zip Code) | |
(814) 765-9621
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading |
Name of each exchange |
||
| Common Stock, no par value | CCNE | The NASDAQ Stock Market LLC | ||
| Depositary Shares (each representing a 1/40th interest in a share of 7.125% Series A Non-Cumulative, perpetual preferred stock) | CCNEP | The NASDAQ Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 2.01. | Completion of Acquisition or Disposition of Assets. |
As previously disclosed, on January 9, 2025, CNB Financial Corporation (the “Company” or “CNB”) and CNB Bank, the Company’s subsidiary bank (“CNB Bank”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with ESSA Bancorp, Inc. (“ESSA”) and ESSA Bank & Trust, ESSA’s subsidiary bank (“ESSA Bank”).
On July 23, 2025, CNB completed its acquisition of ESSA pursuant to the Merger Agreement through the following steps: (i) ESSA merged with and into CNB, with CNB being the surviving entity, and (ii) ESSA Bank merged with and into CNB Bank, with CNB Bank being the surviving entity (the “Merger”).
Subject to the terms and conditions of the Merger Agreement, at the effective time of the Merger, each share of ESSA common stock was converted into the right to receive 0.8547 shares of CNB common stock, with cash payable in lieu of any fractional shares.
A copy of CNB’s press release dated July 24, 2025, announcing the completion of the Merger, is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The foregoing description of the Merger and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which is attached as Exhibit 2.1 to the Current Report on Form 8-K filed by CNB with the Securities and Exchange Commission on January 10, 2025, and is incorporated by reference herein.
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
As previously disclosed, on July 15, 2025, the Board of Directors of CNB (the “Board”) appointed Gary S. Olson, Robert C. Selig, Jr. and Daniel J. Henning as directors, with such appointments effective as of the effective time of the Merger.
Mr. Olson will be employed at CNB Bank as Special Advisor to the Chief Executive Officer with a term ending on August 7, 2025 (the “termination date”). Mr. Olson will continue to receive his annual base salary of $601,874 until the termination date and will receive continued benefits for a period of twenty-four months following the termination date, including group medical, dental and vision coverage. In connection with his service as a director, Mr. Olson will also be granted restricted shares of CNB’s common stock, with a grant date fair value of approximately $35,000, subject to the terms and conditions (including vesting and forfeiture) of the Company’s 2025 Omnibus Incentive Plan and a restricted share award agreement.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits |
| Exhibit Number |
Description |
|
| 2.1 | Agreement and Plan of Merger, dated 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 CNB Financial Corporation’s Current Report on Form 8-K filed on January 9, 2025)* | |
| 99.1 | Press Release of CNB Financial Corporation, dated July 24, 2025, announcing completion of the Merger | |
| 104 | Cover Page Interactive Data File (embedded in the cover page formatted in Inline XBRL) | |
| * | Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. CNB Financial Corporation agrees to furnish supplementally to the SEC a copy of any omitted schedule or exhibit upon request by the SEC. |
SIGNATURES
Pursuant to the requirements 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 | ||||||
| July 24, 2025 | ||||||
| By: | /s/ Tito L. Lima |
|||||
| Tito L. Lima Treasurer |
||||||
Exhibit 99.1
CNB Financial Corporation Completes Merger with ESSA Bancorp, Inc.
CLEARFIELD, P.A., July 24, 2025 (GLOBE NEWSWIRE) – CNB Financial Corporation (“CNB” or the “Company”) (NASDAQ: CCNE) announced that it completed the merger (“Merger”) of ESSA Bancorp, Inc. (“ESSA”) with and into CNB on July 23, 2025. In connection with the Merger, ESSA’s subsidiary bank, ESSA Bank & Trust, has been merged with and into CNB’s subsidiary bank, CNB Bank, and ESSA’s offices will operate going forward under the brand of ESSA Bank, a division of CNB Bank.
The transaction has extended CNB Bank’s branch network into the Northeastern Region including the Lehigh Valley of Pennsylvania. With the addition of ESSA’s 20 community offices, CNB Bank now has 78 branches across its four-state footprint.
“We are so pleased to welcome ESSA Bank & Trust customers and employees into the CNB family as a result of this merger,” said CNB President and CEO Michael D. Peduzzi. “At CNB, we focus on providing exceptional experiences to our customers, colleagues, and communities. Adding the ESSA markets to our service area, with branches and employees that have a very similar cultural and service-based focus, is a natural extension of our brand and our operating profile. We believe this merger will catalyze greater achievement of our strategic asset and profitability growth objectives by embracing these vibrant markets in Northeastern Pennsylvania. We look forward to building on the relationships ESSA has established with its customers, communities and shareholders as we focus on continuing to support all stakeholders with a smooth and positive transition.”
Consistent with the terms of the merger agreement, Gary S. Olson (ESSA CEO), Robert C. Selig Jr. (ESSA Chairman), and Daniel J. Henning (ESSA Director) will fill 3 new CNB and CNB Bank board seats. Mr. Olson will also have a role as strategic advisor to CNB’s CEO. Additionally, CNB Bank formed an Advisory Board for the ESSA Bank division.
Stephens Inc. served as CNB’s exclusive financial advisor, and Hogan Lovells US LLP served as its legal advisor. Piper Sandler & Co rendered a fairness opinion to CNB’s board. PNC FIG Advisory, part of PNC Capital Markets LLC, served as ESSA’s exclusive financial advisor and rendered a fairness opinion to ESSA’s board, and Luse Gorman, PC served as its legal advisor.
About CNB Financial Corporation
CNB Financial Corporation is a financial holding company with consolidated assets in excess of $8.0 billion. CNB Financial Corporation conducts business primarily through its principal subsidiary, CNB Bank. CNB Bank is a full-service bank engaging in a full range of banking activities and services, including trust and wealth management services, for individual, business, governmental, and institutional customers. CNB Bank operations include a private banking division, and 78 branches comprised of one loan production office, one drive-up office, one mobile office, and 75 full-service offices in Pennsylvania, Ohio, New York, and Virginia. CNB Bank, headquartered in Clearfield, Pennsylvania, with offices in Central and North Central Pennsylvania, serves as the multi-brand parent to various divisions. These divisions include ERIEBANK, based in Erie, Pennsylvania, with offices in Northwest Pennsylvania and Northeast Ohio; FCBank, based in Worthington, Ohio, with offices in Central Ohio; BankOnBuffalo, based in Buffalo, New York, with offices in Western New York; Ridge View Bank, based in Roanoke, Virginia, with offices in the Southwest Virginia region; ESSA Bank, based in Stroudsburg, Pennsylvania, with offices in Northeastern Pennsylvania, including the Leigh Valley region; and Impressia Bank, a division focused on banking opportunities for women, which operates in CNB Bank’s primary market areas. Additional information about CNB Financial Corporation may be found at www.CNBBank.bank.
Forward Looking Statements
This communication contains forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Such forward-looking statements about CNB and ESSA and their industry involve substantial risks and uncertainties. Statements other than statements of current or historical fact, including statements regarding CNB’s or ESSA’s future financial condition, results of operations, business plans, liquidity, cash flows, projected costs, and the impact of any laws or regulations applicable to CNB or ESSA, are forward-looking statements. Words such as “anticipates,” “believes,” “estimates,” “expects,” “forecasts,” “intends,” “plans,” “projects,” “may,” “will,” “should” and other similar expressions are intended to identify these forward-looking statements. Such statements are subject to factors that could cause actual results to differ materially from anticipated results.
Among the risks and uncertainties that could cause actual results to differ from those described in the forward-looking statements include, but are not limited to the following: (i) failure to realize the expected benefits of the merger; (ii) significant transaction costs and/or unknown or inestimable liabilities; (iii) the risk that ESSA’s business will not be integrated successfully or that such integration may be more difficult, time-consuming or costly than expected; (iv) risks related to future opportunities and plans for the combined company, including the uncertainty of expected future financial performance and results of the combined company following completion of the proposed merger; (v) the dilution caused by CNB’s issuance of additional shares of its capital stock in connection with the merger; (vi) national, international, regional and local economic and political climates and conditions; (vii) changes in general economic conditions, including changes in market interest rates and changes in monetary and fiscal policies of the federal government; and (viii) legislative and regulatory changes. Further information about these and other relevant risks and uncertainties may be found in CNB’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 and in subsequent filings CNB makes with the Securities and Exchange Commission (“SEC”).
Forward-looking statements speak only as of the date they are made. CNB does not undertake, and specifically disclaims any obligation, to publicly release the result of any revisions which may be made to any forward-looking statements to reflect the occurrence of anticipated or unanticipated events or circumstances after the date of such statements. You are cautioned not to place undue reliance on these forward-looking statements.
| Contact: | Tito Lima, Senior EVP, CFO, and Treasurer CNB Financial Corporation 1 South Second Street Clearfield, PA 16830 814-765-9621 |