Form 8-K
8-K — CNB FINANCIAL CORP/PA
Accession: 0000736772-26-000069
Filed: 2026-07-23
Period: 2026-07-23
CIK: 0000736772
SIC: 6022 (STATE COMMERCIAL BANKS)
Item: Results of Operations and Financial Condition
Item: Financial Statements and Exhibits
Documents
8-K — ccne-20260723.htm (Primary)
EX-99.1 (ccne7-23x2699x1.htm)
EX-99.2 (q22026earningssupplement.htm)
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8-K
8-K (Primary)
Filename: ccne-20260723.htm · Sequence: 1
ccne-20260723
CNB FINANCIAL CORP/PAFALSE000073677200007367722026-07-232026-07-230000736772us-gaap:CommonStockMember2026-07-232026-07-230000736772us-gaap:SeriesAPreferredStockMember2026-07-232026-07-23
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, 2026
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 No.) (IRS Employer Identification Number)
1 South Second Street 16830
PO Box 42 (Zip Code)
Clearfield , Pennsylvania
(Address of principal executive offices)
(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:
☐ 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 Class Trading Symbol(s) Name of each exchange on which registered
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 2.02. Results of Operations and Financial Condition
On July 23, 2026, CNB Financial Corporation (NASDAQ: CCNE), the parent company of CNB Bank, issued a press release describing its results of operations for the three and six months ended June 30, 2026. The Corporation is also making available certain supplemental information for the three and six months ended June 30, 2026 on the Corporation’s website at https://cnbbank.q4ir.com/events-and-presentations. Copies of the earnings release and supplemental information are attached hereto as Exhibits 99.1 and 99.2, respectively.
The information included in this Current Report on Form 8-K (including Exhibits 99.1 and 99.2 hereto) shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing made by the Company under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits
d. Exhibits.
Number
Description
99.1
Press release of CNB Financial Corporation dated July 23, 2026
99.2
Q2 2026 Earnings Supplement
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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 hereunto duly authorized.
CNB Financial Corporation
Date: July 23, 2026 By: /s/ Tito L. Lima
Tito L. Lima
Treasurer
EX-99.1
EX-99.1
Filename: ccne7-23x2699x1.htm · Sequence: 2
Document
News Release
Contact: Tito L. Lima
Treasurer
(814) 765-9621
FOR IMMEDIATE RELEASE
CNB FINANCIAL CORPORATION REPORTS SECOND QUARTER 2026 RESULTS
Clearfield, Pennsylvania – July 23, 2026
CNB Financial Corporation (“Corporation”) (NASDAQ: CCNE), the parent company of CNB Bank, today announced its earnings for the three and six months ended June 30, 2026.
Key Financial Trends
•Earnings - Net income available to common shareholders ("earnings") was $27.2 million, or $0.91 per diluted share, for the three months ended June 30, 2026, compared to $26.0 million, or $0.88 per diluted share, for the three months ended March 31, 2026, and $12.9 million, or $0.61 per diluted share, for the three months ended June 30, 2025. Earnings for the three months ended June 30, 2026 increased $1.3 million, or $0.03 per diluted share, compared to earnings for the three months ended March 31, 2026.
◦Adjusted earnings for the three months ended June 30, 2025, a non-GAAP measure, were $13.2 million, or $0.63 per diluted share, with adjusted earnings excluding after-tax merger and integration costs ("merger transaction related expenses") related to the Corporation’s acquisition of ESSA Bancorp, Inc. (“ESSA”).1 Earnings for the three months ended June 30, 2026 increased $14.0 million, or $0.28 per diluted share, compared to adjusted earnings for the three months ended June 30, 2025.
•Loans - Excluding $93.9 million of syndicated loan balances, loans were $6.4 billion as of June 30, 2026. During the three months ended June 30, 2026, organic loans increased by $64.3 million, or 1.01% (4.06% annualized), from March 31, 2026.1 The increase in organic loans was primarily driven by growth in commercial and industrial loans.
•Deposits - At June 30, 2026, total deposits were $7.1 billion. Including $81.3 million in deposits classified as held for sale, organic deposits declined for the quarter by $68.4 million, or 0.95% (3.80% annualized), compared to March 31, 2026.1 The second quarter of 2026 included the exit of a higher cost municipal deposit relationship totaling approximately $140.0 million, with an average interest cost of 3.49%. Excluding the impact of this exit, total deposits increased approximately $71.6 million, or 0.99% (3.97% annualized), compared to the first quarter of 2026.1 Noninterest-bearing deposits increased for the quarter by $22.7 million, or 2.01% (8.07% annualized), compared to March 31, 2026, primarily driven by treasury management customer relationships.
•Borrowings - On June 15, 2026, the Corporation completed the redemption of $50.0 million of its 3.25% Fixed-to-Floating Rate Subordinated Notes due June 15, 2031 (the “Subordinated Notes”). Upon completion of the partial redemption, $35.0 million in principal amount of the Subordinated Notes remained outstanding. The interest rate on the remaining Subordinated Notes reset to a floating rate and will reset quarterly thereafter at an annual rate equal to the then-current three-month average Secured Overnight Financing Rate ("SOFR") plus 2.58%.
•Net Interest Margin - Net interest margin was 3.88% for the three months ended June 30, 2026, compared to 3.83% for the three months ended March 31, 2026. Net interest margin on a fully tax-equivalent basis, a non-GAAP measure, was 3.89% and 3.84%, for the three months ended June 30, 2026 and March 31, 2026, respectively.1 Included in net interest margin on a fully tax-equivalent basis was $4.8 million and $3.0 million of purchase accounting loan accretion for the three months ended June 30, 2026 and March 31, 2026, respectively.
•Credit Quality - Total nonperforming assets were approximately $58.4 million, or 0.69% of total assets, as of June 30, 2026, compared to $49.2 million, or 0.58% of total assets, as of March 31, 2026. The increase in nonperforming assets was primarily the result of one commercial and industrial relationship of approximately $8.5 million, as discussed in more detail below.
◦Net loan charge-offs for the three months ended June 30, 2026 were $1.4 million, or 0.09% (annualized) of average total loans and loans held for sale, compared to net loan charge-offs of $884 thousand, or 0.06% (annualized) of average total loans and loans held for sale, during the three months ended March 31, 2026.
•Capital - Book value per common share was $28.75 and $28.06 at June 30, 2026 and March 31, 2026, respectively. Book value per common share for June 30, 2026 reflects an increase of $0.69, or 2.46%, compared to book value per common share at March 31, 2026.
◦Tangible book value per common share, a non-GAAP measure, was $24.73 and $23.97 as of June 30, 2026 and March 31, 2026, respectively.1 Tangible book value per common share for June 30, 2026 reflects an increase of $0.76, or 3.17%, compared to the tangible book value per common share as of March 31, 2026.1
1 This release contains references to certain financial measures that are not defined by U.S. Generally Accepted Accounting Principles ("GAAP"). Management believes that these non-GAAP measures provide a greater understanding of ongoing operations, enhance the comparability of results of operations with prior periods, and reflect the effects of significant gains and charges in the periods presented. A reconciliation of these non-GAAP financial measures is provided in the "Reconciliation of Non-GAAP Financial Measures" section.
Executive Summary
•Earnings were $27.2 million, or $0.91 per diluted share, for the three months ended June 30, 2026, compared to $26.0 million, or $0.88 per diluted share, for the three months ended March 31, 2026, and $12.9 million, or $0.61 per diluted share, for the three months ended June 30, 2025. Earnings for June 30, 2026 increased $1.3 million, or $0.03 per diluted share, compared to earnings for the three months ended March 31, 2026. The quarterly increase in earnings was driven by higher net interest income and non-interest income, partially offset by higher non-interest expense, as discussed below.
◦Adjusted earnings for the three months ended June 30, 2025, a non-GAAP measure, were $13.2 million, or $0.63 per diluted share, with adjusted earnings excluding merger transaction related expenses related to the Corporation’s acquisition of ESSA.1 Earnings for the three months ended June 30, 2026 increased $14.0 million, or $0.28 per diluted share, compared to adjusted earnings for the three months ended June 30, 2025, due primarily to the overall impact of the acquisition of ESSA.1
•Earnings were $53.2 million, or $1.79 per diluted share, for the six months ended June 30, 2026, compared to $23.3 million, or $1.10 per diluted share, for the six months ended June 30, 2025.
◦Adjusted earnings for the six months ended June 30, 2025, a non-GAAP measure, were $25.1 million, or $1.19 per diluted share, with adjusted earnings excluding merger transaction related expenses related to the Corporation’s acquisition of ESSA.1 Earnings for the six months ended June 30, 2026 increased $28.1 million, or $0.60 per diluted share, compared to adjusted earnings for the six months ended June 30, 2025, due primarily to the overall impact of the acquisition of ESSA.1
•At June 30, 2026, loans totaled $6.4 billion, excluding $93.9 million of syndicated loans. Organic loans increased $64.3 million, or 1.01% (4.06% annualized), compared to March 31, 2026. Excluding $1.7 billion in loans, net of estimated purchase accounting fair value adjustments, acquired in the ESSA acquisition, organic loan growth was $106.8 million, or 2.30%, compared to June 30, 2025.1 The increase in loans for the quarter ended June 30, 2026, compared to the quarter ended March 31, 2026, was primarily driven by an increased level of commercial and industrial loans. The year-over-year growth in loans as of June 30, 2026, compared to June 30, 2025, was primarily driven by growth in the Ridge View Bank and ERIEBANK markets. The year-over-year growth was also significantly impacted by an increased level of commercial real estate ("CRE") loan prepayments, including full repayments of $71.4 million of CRE loans acquired in 2025 as a result of the ESSA acquisition, and a full payoff of $40.0 million of the Corporation’s largest office building loan related to a CRE property in the BankOnBuffalo division.
◦At June 30, 2026, the syndicated loan portfolio totaled $93.9 million, or 1.44% of total loans, compared to $78.3 million, or 1.22% of total loans, at March 31, 2026 and $78.9 million, or 1.67% of total loans, at June 30, 2025. The increase in syndicated lending balances of $15.5 million compared to March 31, 2026 reflects the Corporation's continued focus on evaluating the level and composition of its syndicated loan portfolio to ensure it continues to provide strong credit quality, profitable use of excess liquidity, while complementing the Corporation’s loan growth from its in-market customer relationships. The Corporation’s portfolio of syndicated credits includes only commercial and industrial loans and no CRE exposure.
•At June 30, 2026, total deposits were $7.1 billion. Including $81.3 million in deposits classified as held for sale, organic deposits declined for the quarter by $68.4 million, or 0.95% (3.80% annualized), compared to March 31, 2026.1 Excluding $1.5 billion in deposits assumed in the ESSA acquisition (net of estimated purchase accounting fair value adjustments), and including $81.3 million in deposits classified as held for sale, total deposits increased $238.9 million, or 4.37%, compared to June 30, 2025.1 Noninterest-bearing deposits increased for the quarter by $22.7 million, or 2.01% (8.07% annualized), compared to March 31, 2026, primarily driven by treasury management customer relationships. The $81.3 million in deposits classified as held for sale as of June 30, 2026 are associated with a planned sale of certain customer deposit accounts that are part of a broader strategic initiative to optimize the Corporation’s branch and market footprint following the ESSA acquisition. The quarter-over-quarter decrease in organic deposit balances as of June 30, 2026, compared to March 31, 2026, was driven primarily by the exit of a higher cost municipal deposit relationship totaling approximately $140.0 million (weighted average rate of 3.49%). Excluding the impact of this exit, total deposits increased approximately $71.6 million or 0.99% (3.97% annualized), compared to the first quarter of 2026.1 Additional deposit and liquidity profile details were as follows:
◦At June 30, 2026, the total estimated uninsured deposits for CNB Bank were approximately $2.1 billion, or 28.83% of total CNB Bank deposits. When excluding $21.2 million of affiliate company deposits and $704.2 million of pledged-investment collateralized deposits, adjusted total estimated uninsured deposits as of June 30, 2026 were approximately $1.3 billion, or 18.73% of total CNB Bank deposits.
▪Total estimated uninsured deposits for CNB Bank at March 31, 2026 were approximately $2.1 billion, or approximately 29.11% of total CNB Bank deposits. Excluding $32.1 million of affiliate company deposits and $808.1 million of pledged-investment collateralized deposits, adjusted total estimated uninsured deposits as of March 31, 2026 were approximately $1.3 billion, or approximately 17.54% of total CNB Bank deposits.
◦At June 30, 2026, the Corporation had $364.8 million of cash equivalents held at CNB Bank’s interest-bearing deposit account at the Federal Reserve. These excess funds, when combined with total contingent liquidity resources of $6.0 billion including (i) available borrowing capacity from both the Federal Home Loan Bank of Pittsburgh ("FHLB") and the Federal Reserve, and (ii) available unused commitments from brokered deposit sources and other third-party funding channels, including previously established lines of credit from correspondent banks, resulted in the total available liquidity sources for the Corporation as of June 30, 2026 of approximately 4.8 times the estimated amount of adjusted uninsured deposit balances discussed above.
•At June 30, 2026 and March 31, 2026, the Corporation had $164.0 million outstanding in short-term borrowings. The Corporation had no outstanding short-term borrowings at June 30, 2025. The increase in short-term borrowings at June 30, 2026 compared to June 30, 2025 was attributable to borrowings assumed with the ESSA acquisition.
◦On June 15, 2026, the Corporation completed the redemption of $50.0 million of the Subordinated Notes. Upon completion of the partial redemption, $35.0 million in principal amount of the Subordinated Notes remained outstanding. The interest rate on the remaining Subordinated Notes reset to a floating rate and will reset quarterly thereafter at an annual rate equal to the then-current three-month average SOFR plus 2.58%.
•At June 30, 2026, the Corporation's pre-tax net unrealized losses on the combined portfolios of available-for-sale and held-to-maturity securities totaled $54.8 million, or 6.02% of total shareholders' equity, compared to $51.9 million, or 5.83% of total shareholders' equity, at March 31, 2026, and $55.6 million, or 8.73% of total shareholders' equity, at June 30, 2025. The change in unrealized losses during the second quarter of 2026 compared to the first quarter of 2026, as well as for the quarter ended June 30, 2025, was primarily due to changes in the yield curve, coupled with the Corporation’s scheduled bond maturities, which were all realized at par. Importantly, all regulatory capital ratios for the Corporation would still exceed regulatory “well-capitalized” levels as of June 30, 2026, March 31, 2026, and June 30, 2025 if the net unrealized losses at the respective dates were fully recognized.
•Total nonperforming assets were $58.4 million, or 0.69% of total assets, as of June 30, 2026, compared to $49.2 million, or 0.58% of total assets, as of March 31, 2026, and were $30.4 million, or 0.48% of total assets, as of June 30, 2025. The increase of $9.2 million at June 30, 2026 compared to March 31, 2026 was primarily driven by one commercial and industrial relationship (specific reserve of $3.0 million). The $28.0 million increase at June 30, 2026 compared to June 30, 2025 was primarily driven by the addition of the previously discussed commercial and industrial relationship for $8.5 million, one previously disclosed commercial relationship for $6.9 million, and certain ESSA-related additions for $9.2 million. Net loan charge-offs for the three months ended June 30, 2026 were $1.4 million, or 0.09% (annualized) of average total loans and loans held for sale, compared to net loan charge-offs of $884 thousand, or 0.06% (annualized) of average total loans and loans held for sale, during the three months ended March 31, 2026, and $3.3 million, or 0.28% (annualized) of average total loans and loans held for sale, during the three months ended June 30, 2025.
•Pre-provision net revenue ("PPNR"), a non-GAAP measure, was $36.9 million for the three months ended June 30, 2026 and $34.1 million and $21.6 million for the three months ended March 31, 2026 and June 30, 2025, respectively.1 Excluding merger and integration costs, adjusted PPNR was $21.9 million for the three months ended June 30, 2025.1 The quarter-over-quarter change in PPNR was driven by higher net interest income and non-interest income, partially offset by higher non-interest expense. For the three months ended June 30, 2026, the increase compared to the three months ended June 30, 2025 was primarily attributable to stronger net interest income and non-interest income, partially offset by higher non-interest expenses. PPNR was $71.1 million for the six months ended June 30, 2026, compared to $37.5 million for the six months ended June 30, 2025.1 Excluding merger and integration costs, adjusted PPNR was $39.4 million for the six months ended June 30, 2025.1 The year-to-date 2026 PPNR when compared to the year-to-date 2025 PPNR, excluding merger and integration costs, reflected increases in net interest income and non-interest income, partially offset by an increase in non-interest expense.
Michael Peduzzi, President and CEO of both the Corporation and CNB Bank, stated, “Our second quarter earnings and financial position reflect several positive developments for CNB, and position us well for the future. In managing our capital and debt structure, during the second quarter, we called $50 million of subordinated debt that was going to reprice at a higher interest rate to the Corporation. Given our success in recent years in building a stronger common equity base with the combination of sound and increasing retained earnings, a common capital raise, and acquisition activities, we were well positioned to complete this substantial and cost-beneficial redemption without compromising our regulatory capital strength. Also during the quarter, we experienced favorable net growth and increased production momentum in our commercial loan portfolio, adding new relationships and expanding borrowing positions with qualitative customers in an increasingly competitive lending environment. This favorable commercial customer production, which more than offset some headwinds from increased loan prepayments, paralleled continued relationship growth in our Treasury Management activities. These volume increases in some of our core net interest income components were complemented by a favorable net interest margin, supported by a continued realized reduction in our average cost of funds. We continue to see both a sound loan pipeline and both commercial and retail deposit generation opportunities for further growth as we enter the third quarter.
Importantly, as we release these second quarter earnings, we recently celebrated the one-year anniversary of the July 23, 2025 acquisition of ESSA. As we look back on the past year, the benefit of hindsight reflects the successful addition and integration of this wonderful franchise and so many valued employees and clients. The professionalism, credit quality and system integration and efficiency expectations we had prior to and at the time of the ESSA acquisition have been and continue to be realized. With so many incredible and customer-focused leaders in our ESSA division, we see further opportunities to deliver great retail and commercial banking, and wealth management experiences, for clients in the Northeastern Pennsylvania markets served by ESSA. Our optimism is supported by the favorable growth in both existing relationship building and new clients being added across our lines of business in our other legacy divisions. Concurrent with these continuing franchise growth efforts, we remain focused on tightly managing the Corporation’s core overhead. Our efficiency ratio reflects not only the economies-of-scale cost efficiencies from the ESSA acquisition, but also process efficiencies including the greater effective use of automation as we continuously challenge how we deliver our products and services without any compromise to our security, quality, and internal control standards. Achieving positive operating leverage that leads to meaningful returns, built on a foundation of security and financial soundness, and delivered by engaged banking and wealth management professionals, remains our driving commitment."
Other Balance Sheet Highlights
•Book value per common share was $28.75, $28.06, and $27.44 at June 30, 2026, March 31, 2026, and June 30, 2025, respectively. Excluding merger transaction related expenses, book value per common share was $27.53 at June 30, 2025.1 Book value per common share for June 30, 2026 reflects an increase of $0.69, or 2.46%, compared to book value per common share at March 31, 2026. The increase in book value per common share from March 31, 2026 to June 30, 2026 was primarily due to an increase in retained earnings (net of the payment of common and preferred stock dividends), partially offset by an increase in accumulated other comprehensive loss primarily from the after-tax impact of temporary unrealized valuation changes in the Corporation’s available-for-sale investment portfolio. The increase in book value per common share, excluding merger transaction related expenses, from June 30, 2025 to June 30, 2026 was primarily driven by the increase in additional paid-in capital resulting from the ESSA acquisition, together with growth in retained earnings, net of common and preferred stock dividends.1 These increases were partially offset by a higher accumulated other comprehensive loss, primarily reflecting the after-tax impact of temporary unrealized valuation changes in the Corporation's available-for-sale investment portfolio.
•Tangible book value per common share, a non-GAAP measure, was $24.73, $23.97, and $25.35 as of June 30, 2026, March 31, 2026, and June 30, 2025, respectively.1 Excluding merger transaction related expenses, tangible book value per common share was $25.44 as of June 30, 2025.1 Tangible book value per common share for June 30, 2026 reflects an increase of $0.76, or 3.17%, compared to tangible book value per common share as of March 31, 2026. Adjusted tangible book value per common share (non-GAAP) decreased $0.71, or 2.79%, from June 30, 2025 to June 30, 2026, primarily due to the issuance of 8.4 million common shares as consideration for the ESSA acquisition and the addition of acquisition-related goodwill and core deposit intangibles of $43.6 million and $31.5 million, respectively, coupled with an increase in accumulated other comprehensive loss, primarily reflecting the after-tax impact of temporary unrealized valuation changes in the Corporation's available-for-sale investment portfolio.1 These factors were partially offset by growth in retained earnings, net of common and preferred stock dividends.
Loan Portfolio Profile
•As part of its lending policy and risk management activities, the Corporation tracks lending exposure by industry classification and type to determine potential risks associated with industry concentrations, and to identify any concentration risk issues that could lead to additional credit loss exposure. An important and recurring part of this process involves the Corporation’s continued measurement and evaluation of its exposure to the office, hospitality, and multifamily industries within its commercial real estate portfolio. Even with the Corporation’s historically sound underwriting protocols and high credit quality standards for borrowers in the commercial real estate industry segments, the Corporation monitors numerous relevant sensitivity elements, including occupancy, loan-to-value, absorption and cap rates, debt service coverage and covenant compliance, and developer/lessor financial strength both in the project and globally. At June 30, 2026, the Corporation had the following key metrics related to its office, hospitality, and multifamily portfolios with such metrics including the impact on the respective portfolios of loans acquired during the third quarter of 2025 from the ESSA acquisition, as well as notable early payoffs of larger CRE credits occurring in the first quarter of 2026 as previously noted:
◦Commercial office loans:
▪There were 140 outstanding loans, totaling $126.3 million, or 1.94% of total loans outstanding;
▪There were two nonaccrual commercial office loans that totaled $2.1 million, or 1.64% of total commercial office loans outstanding;
▪There was one past-due commercial office loan that totaled $204 thousand, or 0.16% of the total commercial office loans outstanding; and
▪The average outstanding balance per commercial office loan was $902 thousand.
◦Commercial hospitality loans:
▪There were 150 outstanding loans, totaling $357.1 million, or 5.48% of total loans outstanding;
▪There were no nonaccrual commercial hospitality loans;
▪There were no past-due commercial hospitality loans; and
▪The average outstanding balance per commercial hospitality loan was $2.4 million.
◦Commercial multifamily loans:
▪There were 342 outstanding loans, totaling $547.1 million, or 8.40% of total loans outstanding;
▪There were two nonaccrual commercial multifamily loans that totaled $751 thousand, or 0.14% of total multifamily loans outstanding;
▪There were two past-due commercial multifamily loans that totaled $751 thousand, or 0.14% of total multifamily loans outstanding; and
▪The average outstanding balance per commercial multifamily loan was $1.6 million.
The Corporation had no commercial office, hospitality or multifamily loan relationships considered by the banking regulators to be high volatility commercial real estate ("HVCRE") credits. No credits acquired from ESSA were considered HVCRE.
Performance Ratios
•Annualized return on average equity was 12.65%, 12.36%, and 8.83% for the three months ended June 30, 2026, March 31, 2026 and June 30, 2025, respectively. Excluding merger transaction related expenses, annualized return on average equity was 9.06% for the three months ended June 30, 2025.1 Annualized return on average equity was 12.51% for the six months ended June 30, 2026. Annualized return on average equity was 8.18% for the six months ended June 30, 2025. Excluding merger transaction related expenses, annualized return on average equity was 8.78% for the six months ended June 30, 2025.1
•Annualized return on average tangible common equity, a non-GAAP measure, was 15.20%, 14.89% and 9.71% for the three months ended June 30, 2026, March 31, 2026, and June 30, 2025, respectively.1 Excluding merger transaction related expenses, annualized return on average tangible common equity was 9.98% for the three months ended June 30, 2025.1 Annualized return on average tangible common equity was 15.04% for the six months ended June 30, 2026. Annualized return on average tangible common equity was 8.95% for the six months ended June 30, 2025. Excluding merger transaction related expenses, annualized return on average tangible common equity was 9.66% for the six months ended June 30, 2025.1
•The Corporation's efficiency ratio was 57.86%, 59.03% and 64.73% for the three months ended June 30, 2026, March 31, 2026 and June 30, 2025, respectively, and 56.14%, 57.32% and 64.08%, respectively, on a fully tax-equivalent basis, a non-GAAP measure.1 Excluding merger and integration costs, the efficiency ratio on a fully tax-equivalent basis was 63.50% for the three months ended June 30, 2025.1 The linked-quarter decrease, on a fully tax-equivalent basis, represented an improvement of 118 basis points compared to March 31, 2026, primarily driven by higher net interest income and non-interest income, as further discussed below. The year-over-year decrease was primarily driven by an increase in net interest income, partially offset by an increase in non-interest expense. The Corporation's efficiency ratio was 58.43% for the six months ended June 30, 2026, and 56.71% on a fully tax-equivalent basis, a non-GAAP measure.1 The Corporation's efficiency ratio was 68.27% for the six months ended June 30, 2025, and 67.55% on a fully tax-equivalent basis, a non-GAAP measure.1 Excluding merger and integration costs, the efficiency ratio on a fully tax-equivalent basis was 65.97% for the six months ended June 30, 2025. The year-over-year decrease was primarily driven by higher net interest income, partially offset by higher non-interest expense.
Revenue
•Total revenue (net interest income plus non-interest income) was $87.6 million for the three months ended June 30, 2026, compared to $83.3 million and $61.2 million for the three months ended March 31, 2026 and June 30, 2025, respectively.
◦Net interest income was $76.3 million for the three months ended June 30, 2026, compared to $73.3 million and $52.2 million for the three months ended March 31, 2026 and June 30, 2025, respectively. When comparing the second quarter of 2026 to the first quarter of 2026, the increase in net interest income of $3.0 million, or 4.12% (16.53% annualized), was primarily due to higher purchase accounting loan accretion, increased investment income, and higher interest income earned on excess cash balances maintained in the interest-bearing reserve account at the Federal Reserve. Net interest income increased $24.1 million, or 46.26%, for the three months ended June 30, 2026, compared to the three months ended June 30, 2025, primarily reflecting the impact of the ESSA acquisition and growth in the Corporation's legacy loan portfolio.
◦Net interest margin was 3.88%, 3.83%, and 3.60% for the three months ended June 30, 2026, March 31, 2026, and June 30, 2025, respectively. Net interest margin on a fully tax-equivalent basis, a non-GAAP measure, was 3.89%, 3.84% and 3.59% for the three months ended June 30, 2026, March 31, 2026, and June 30, 2025, respectively.1 Excluding the $4.8 million and $3.0 million in purchase accounting loan accretion in the second quarter of 2026 and first quarter of 2026, respectively, the net interest margin on a fully tax-equivalent basis for the three months ended June 30, 2026 and March 31, 2026 was 3.65% and 3.68%, respectively.1
▪The yield on earning assets of 5.88% for the three months ended June 30, 2026 increased 3 basis points compared to the three months ended March 31, 2026 and decreased 1 basis point compared to the three months ended June 30, 2025. The increase in yield in the second quarter of 2026 compared to the quarter ended March 31, 2026 was primarily attributable to an increase in purchase accounting loan accretion. The decrease in yield during the second quarter of 2026 compared to the second quarter of 2025 was primarily attributable to lower average loan yields resulting from the three Federal Reserve rate cuts.
▪The cost of interest-bearing liabilities was 2.50% for the three months ended June 30, 2026, reflecting decreases of 2 basis points and 38 basis points from the three months ended March 31, 2026 and the three months ended June 30, 2025, respectively. The decrease in the cost of interest-bearing liabilities is primarily the result of the Corporation’s targeted interest-bearing deposit rate decreases, coupled with the benefit of ESSA’s lower overall interest cost of deposits.
•Total revenue was $171.0 million for the six months ended June 30, 2026 compared to $118.1 million for the six months ended June 30, 2025.
◦Net interest income was $149.7 million for the six months ended June 30, 2026 compared to $100.6 million for the six months ended June 30, 2025. When comparing the six months ended June 30, 2026 to the six months ended June 30, 2025, the increase in net interest income of $49.0 million, or 48.73% (98.27% annualized), was primarily due to the impact of the ESSA acquisition.
◦Net interest margin was 3.86% and 3.49% for the six months ended June 30, 2026 and June 30, 2025, respectively. Net interest margin on a fully tax-equivalent basis, a non-GAAP measure, was 3.86% and 3.48% for the six months ended June 30, 2026 and June 30, 2025, respectively.1 Excluding the $7.8 million in purchase accounting loan accretion for the six months ended June 30, 2026, the net interest margin on a fully tax-equivalent basis was 3.66%.1
▪The yield on earning assets of 5.86% for the six months ended June 30, 2026 increased 5 basis points from June 30, 2025. The increase in yield compared to June 30, 2025 was attributable to growth in higher-yielding securities, coupled with the impact from the ESSA acquisition, partially offset by three Federal Reserve rate decreases totaling 75 basis points since mid-September 2025.
▪The cost of interest-bearing liabilities of 2.51% for the six months ended June 30, 2026 decreased 39 basis points from June 30, 2025, primarily the result of the Corporation’s targeted interest-bearing deposit rate decreases in response to the Federal Reserve rate decreases, coupled with the benefit of ESSA’s lower overall interest cost of deposits.
•Total non‑interest income was $11.3 million for the three months ended June 30, 2026, compared to $10.0 million and $9.0 million for the three months ended March 31, 2026 and June 30, 2025, respectively. The quarter-over-quarter increase was primarily attributable to higher net realized and unrealized gains on equity securities, and an increase in wealth and asset management fees, partially offset by a decrease in net realized gains on available-for-sale securities. The year-over-year increase in non-interest income was primarily driven by increases in wealth and asset management fees, card processing and interchange income, and higher service charges on deposits.
•Total non-interest income was $21.3 million for the six months ended June 30, 2026 compared to $17.5 million for the six months ended June 30, 2025. This increase was primarily due to higher wealth and asset management fees, card processing and interchange income, and service charges on deposits, partially offset by lower pass-through income from small business investment companies ("SBICs").
Non-Interest Expense
•For the three months ended June 30, 2026, March 31, 2026, and June 30, 2025, total non‑interest expense was $50.7 million, $49.2 million, and $39.6 million, respectively. Excluding merger and integration costs, total non‑interest expense for the three months ended June 30, 2025 was $39.3 million.1 The quarter-over-quarter increase of $1.5 million, or 3.09%, was primarily driven by increases in state and local taxes, FDIC insurance premiums, and other non-interest expenses, including the timing of business development-related costs, partially offset by lower salaries and employee benefits expense. The increase in state and local taxes was primarily due to an $852 thousand sales tax refund recognized during the three months ended March 31, 2026. The decrease in salaries and employee benefits expense reflected disciplined hiring as the Corporation continues to integrate employees and operational processes associated with the ESSA acquisition, as well as lower incentive compensation accruals resulting from reduced anticipated payout levels. Excluding merger and integration costs, the $11.4 million, or 29.16%, increase in non-interest expense compared to the three months ended June 30, 2025 was primarily attributable to personnel, occupancy and facilities costs, software licensing expenses, higher core system volume-based fees, and other operating costs associated with the ESSA acquisition.
•For the six months ended June 30, 2026 total non-interest expense was $99.9 million compared to $80.7 million for the six months ended June 30, 2025. Excluding merger and integration costs, total non‑interest expense for the six months ended June 30, 2025 was $78.8 million.1 Excluding merger and integration costs, the increase of $21.1 million, or 26.82%, compared to the six months ended June 30, 2025, was primarily attributable to higher personnel, occupancy and facilities costs, software licensing expenses, increased core system volume-based fees, and other operating costs associated with the ESSA acquisition.
Income Taxes
•Income tax expense for the three months ended June 30, 2026 was $6.9 million, representing a 19.50% effective tax rate, compared to $6.1 million, representing an 18.41% effective tax rate, for the three months ended March 31, 2026, and $3.3 million, representing a 19.10% effective tax rate, for the three months ended June 30, 2025. Income tax expense for the six months ended June 30, 2026 was $13.0 million, representing an 18.97% effective tax rate, compared to $6.2 million, representing a 19.49% effective tax rate, for the six months ended June 30, 2025.
Asset Quality
•Total nonperforming assets were $58.4 million, or 0.69% of total assets, as of June 30, 2026, compared to $49.2 million, or 0.58% of total assets, as of March 31, 2026, and $30.4 million, or 0.48% of total assets, as of June 30, 2025, as discussed in more detail above.
•The allowance for credit losses measured as a percentage of total loans was 1.04% as of June 30, 2026, compared to 1.04% as of March 31, 2026, and 1.02% as of June 30, 2025. In addition, the allowance for credit losses as a percentage of nonaccrual loans was 123.00% as of June 30, 2026, compared to 145.33% and 169.52% as of March 31, 2026 and June 30, 2025, respectively.
•The provision for credit losses was $1.8 million for the three months ended June 30, 2026, compared to $998 thousand for the three months ended March 31, 2026, and $4.3 million for the three months ended June 30, 2025. The $779 thousand quarter-over-quarter increase in the provision for credit losses was primarily driven by a charge-off of one commercial loan (balance of approximately $2.4 million with a specific reserve balance of $1.2 million) that was transferred to other real estate owned, as well as continued loan portfolio growth. The $2.6 million decrease compared to the three months ended June 30, 2025, was primarily attributable to two previously disclosed commercial real estate charge-offs recognized during the second quarter of 2025. The provision for credit losses was $2.8 million for the six months ended June 30, 2026, compared to $5.9 million for the six months ended June 30, 2025. The $3.1 million decrease in the provision for credit losses compared to the six months ended June 30, 2025, was primarily attributable to two previously disclosed commercial real estate charge-offs recognized during the prior-year period.
•As discussed in more detail above, for the three months ended June 30, 2026, net loan charge-offs were $1.4 million, or 0.09% (annualized) of average total loans and loans held for sale, compared to $884 thousand, or 0.06% (annualized) of average total loans and loans held for sale, during the three months ended March 31, 2026, and $3.3 million, or 0.28% (annualized) of average total loans and loans held for sale, during the three months ended June 30, 2025. Net loan charge-offs were $2.3 million, or 0.07% (annualized) for the six months ended June 30, 2026, compared to $4.7 million, or 0.21% (annualized) for the six months ended June 30, 2025.
Capital
•As of June 30, 2026, the Corporation’s total shareholders’ equity was $909.4 million, representing an increase of $20.3 million, or 2.29%, from March 31, 2026, and an increase of $272.2 million, or 42.71%, from June 30, 2025. The quarter-over-quarter increase was primarily driven by growth in retained earnings of $21.6 million, net of the payment of common and preferred stock dividends, partially offset by a $2.3 million increase in accumulated other comprehensive loss. The year-over-year increase was primarily driven by a $206.1 million increase in additional paid-in capital related to the ESSA acquisition, growth in retained earnings of $69.9 million, net of the payment of common and preferred stock dividends, partially offset by a $3.1 million increase in accumulated other comprehensive loss, during the twelve months ended June 30, 2026.
•Regulatory capital ratios for the Corporation continue to exceed regulatory “well-capitalized” levels as of June 30, 2026, consistent with prior periods.
•As of June 30, 2026, the Corporation’s ratio of common shareholders' equity to total assets was 10.10% compared to 9.76% at March 31, 2026 and 9.17% at June 30, 2025. As of June 30, 2026, March 31, 2026, and June 30, 2025, the Corporation’s ratio of tangible common equity to tangible assets, a non-GAAP measure, was 8.81%, 8.46%, and 8.53%, respectively.1 Excluding merger transaction related expenses, the Corporation’s ratio of tangible common equity to tangible assets, a non-GAAP measure, as of June 30, 2025 was 8.56%.1 The increase in the ratio of tangible common equity to tangible assets compared to June 30, 2025 was primarily the result of an increase in retained earnings (net of the payment of common and preferred stock dividends), partially offset with an increase in accumulated other comprehensive loss, and the impacts of the ESSA acquisition.
Conference Call
The Corporation will host an earnings conference call on Thursday, August 6, 2026 at 1:00 p.m. Eastern Time. The direct dial number for the call is (877) 270-2148. Participants should ask to join the CNB Financial Corporation earnings conference call. For those unable to participate in the conference call, a replay will be available. To access the replay, dial (855) 669-9658 using the access code 5617838, from two hours after the end of the call until August 20, 2026. The conference call, as well as the replay, are also available (listen-only) by internet webcast at www.cnbbank.bank in the Investor Relations section.
About CNB Financial Corporation
CNB Financial Corporation is a financial holding company with consolidated assets of approximately $8.4 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 79 offices comprised of one loan production office, one mobile office, two limited service offices, 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 Columbus, 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; and ESSA Bank, based in Stroudsburg, Pennsylvania, with offices in Northeast Pennsylvania, including the Lehigh Valley region. Additional information about CNB Financial Corporation may be found at www.CNBBank.bank.
Forward-Looking Statements
This press release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, with respect to the Corporation’s financial condition, liquidity, results of operations, future performance and business. These forward-looking statements are intended to be covered by the safe harbor for “forward-looking statements” provided by the Private Securities Litigation Reform Act of 1995. Forward-looking statements are those that are not historical facts. Forward-looking statements include statements with respect to beliefs, plans, objectives, goals, expectations, anticipations, estimates and intentions that are subject to significant risks and uncertainties and are subject to change based on various factors (some of which are beyond the Corporation’s control). Forward-looking statements often include the words “believes,” “expects,” “anticipates,” “estimates,” “forecasts,” “intends,” “plans,” “targets,” “potentially,” “probably,” “projects,” “outlook” or similar expressions or future conditional verbs such as “may,” “will,” “should,” “would” and “could.” The Corporation’s actual results may differ materially from those contemplated by the forward-looking statements, which are neither statements of historical fact nor guarantees or assurances of future performance. Such known and unknown risks, uncertainties and other factors that could cause the actual results to differ materially from the statements, include, but are not limited to, (i) adverse changes or conditions in capital and financial markets, including actual or potential stresses in the banking industry; (ii) changes in interest rates; (iii) the credit risks of lending activities, including our ability to estimate credit losses and the allowance for credit losses, as well as the effects of changes in the level of, and trends in, loan delinquencies and write-offs; (iv) effectiveness of our data security controls in the face of cyber attacks and any reputational risks following a cybersecurity incident; (v) changes in general business, industry or economic conditions or competition; (vi) changes in any applicable law, rule, regulation, policy, guideline or practice governing or affecting financial holding companies and their subsidiaries or with respect to tax or accounting principles or otherwise; (vii) adverse economic effects from international trade disputes, including threatened or implemented tariffs imposed by the U.S. and threatened or implemented tariffs imposed by foreign countries in retaliation, or similar events impacting economic activity; (viii) higher than expected costs or other difficulties related to integration of combined or merged businesses; (ix) the effects of business combinations and other acquisition transactions, including the inability to realize our loan and investment portfolios; (x) changes in the quality or composition of our loan and investment portfolios; (xi) adequacy of loan loss reserves; (xii) increased competition; (xiii) loss of certain key officers; (xiv) deposit attrition; (xv) rapidly changing technology; (xvi) unanticipated regulatory or judicial proceedings and liabilities and other costs; (xvii) changes in the cost of funds, demand for loan products or demand for financial services; and (xviii) other economic, competitive, governmental or technological factors affecting our operations, markets, products, services and prices. Such developments could have an adverse impact on the Corporation's financial position and results of operations. For more information about factors that could cause actual results to differ from those discussed in the forward-looking statements, please refer to the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of and the forward-looking statement disclaimers in the Corporation’s annual and quarterly reports filed with the Securities and Exchange Commission.
The forward-looking statements are based upon management’s beliefs and assumptions and are made as of the date of this press release. Factors or events that could cause the Corporation’s actual results to differ may emerge from time to time, and it is not possible for the Corporation to predict all of them. The Corporation undertakes no obligation to publicly update or revise any forward-looking statements included in this press release or to update the reasons why actual results could differ from those contained in such statements, whether as a result of new information, future events or otherwise, except to the extent required by law. In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this press release might not occur and you should not put undue reliance on any forward-looking statements.
CNB FINANCIAL CORPORATION
CONSOLIDATED FINANCIAL DATA
Unaudited
(dollars in thousands, except per share data)
Three Months Ended Six Months Ended
June 30,
2026 March 31,
2026 June 30,
2025 June 30,
2026 June 30,
2025
Income Statement
Interest and fees on loans $ 102,336 $ 101,327 $ 75,408 $ 203,663 $ 147,787
Interest and dividends on securities and cash and cash equivalents 13,320 10,711 10,363 24,031 20,363
Interest expense (39,312) (38,715) (33,574) (78,027) (67,522)
Net interest income 76,344 73,323 52,197 149,667 100,628
Provision for credit losses 1,777 998 4,338 2,775 5,894
Net interest income after provision for credit losses 74,567 72,325 47,859 146,892 94,734
Non-interest income
Wealth and asset management fees 2,728 2,357 2,109 5,085 3,905
Service charges on deposit accounts 2,010 2,034 1,656 4,044 3,370
Other service charges and fees 417 422 427 839 937
Net realized gains on available-for-sale securities — 331 — 331 —
Net realized and unrealized gains (losses) on equity securities 707 (89) 567 618 318
Mortgage banking 269 341 172 610 268
Bank owned life insurance 1,167 986 976 2,153 1,736
Card processing and interchange income 2,804 2,586 2,278 5,390 4,385
Other non-interest income 1,200 1,030 823 2,230 2,596
Total non-interest income 11,302 9,998 9,008 21,300 17,515
Non-interest expenses
Salaries and benefits 22,712 24,983 19,348 47,695 39,912
Net occupancy expense of premises 5,085 5,449 4,032 10,534 8,070
Technology expense 7,205 7,181 5,462 14,386 10,840
Amortization of core deposit intangible 1,016 1,005 16 2,021 33
Advertising expense 728 788 556 1,516 1,070
State and local taxes 2,046 821 1,301 2,867 2,593
Legal, professional, and examination fees 1,718 772 997 2,490 1,846
FDIC insurance premiums 1,021 807 937 1,828 1,922
Card processing and interchange expenses 1,470 1,507 1,253 2,977 2,413
Merger and integration costs — — 357 — 1,886
Other non-interest expense 7,707 5,874 5,358 13,581 10,070
Total non-interest expenses 50,708 49,187 39,617 99,895 80,655
Income before income taxes 35,161 33,136 17,250 68,297 31,594
Income tax expense 6,857 6,100 3,294 12,957 6,157
Net income 28,304 27,036 13,956 55,340 25,437
Preferred stock dividends 1,075 1,075 1,075 2,150 2,150
Net income available to common shareholders $ 27,229 $ 25,961 $ 12,881 $ 53,190 $ 23,287
Ending shares outstanding 29,621,999 29,631,056 21,119,894 29,621,999 21,119,894
Average diluted common shares outstanding 29,492,359 29,439,453 20,952,891 29,465,809 20,939,424
Diluted earnings per common share $ 0.91 $ 0.88 $ 0.61 $ 1.79 $ 1.10
Adjusted diluted earnings per common share (non-GAAP) (1)
$ 0.91 $ 0.88 $ 0.63 $ 1.79 $ 1.19
Cash dividends per common share $ 0.19 $ 0.19 $ 0.18 $ 0.38 $ 0.36
Dividend payout ratio 21 % 22 % 30 % 21 % 33 %
Adjusted dividend payout ratio (non-GAAP) (1)
21 % 22 % 29 % 21 % 30 %
CNB FINANCIAL CORPORATION
CONSOLIDATED FINANCIAL DATA
Unaudited
(dollars in thousands, except per share data)
Three Months Ended Six Months Ended
June 30,
2026 March 31,
2026 June 30,
2025 June 30,
2026 June 30,
2025
Average Balances
Total loans and loans held for sale $ 6,461,656 $ 6,477,926 $ 4,668,051 $ 6,469,766 $ 4,629,956
Investment securities 940,950 922,644 803,082 931,767 800,722
Total earning assets 7,883,060 7,761,592 5,817,121 7,822,692 5,810,364
Total assets 8,475,376 8,365,126 6,235,036 8,420,866 6,227,901
Noninterest-bearing deposits 1,153,386 1,124,770 829,328 1,139,738 821,927
Interest-bearing deposits 6,031,354 5,945,430 4,558,732 5,988,629 4,566,673
Shareholders' equity 897,293 886,825 633,848 892,399 626,739
Tangible common shareholders' equity (non-GAAP) (1)
718,670 707,181 532,005 713,268 524,888
Average Yields (annualized)
Total loans and loans held for sale 6.38 % 6.36 % 6.50 % 6.37 % 6.46 %
Investment securities 3.47 % 3.22 % 2.83 % 3.35 % 2.79 %
Total earning assets 5.88 % 5.85 % 5.89 % 5.86 % 5.81 %
Interest-bearing deposits 2.42 % 2.45 % 2.84 % 2.44 % 2.87 %
Interest-bearing liabilities 2.50 % 2.52 % 2.88 % 2.51 % 2.90 %
Performance Ratios (annualized)
Return on average assets 1.34 % 1.31 % 0.90 % 1.33 % 0.82 %
Adjusted return on average assets (non-GAAP) (1)
1.34 % 1.31 % 0.92 % 1.33 % 0.88 %
Return on average equity 12.65 % 12.36 % 8.83 % 12.51 % 8.18 %
Adjusted return on average equity (non-GAAP) (1)
12.65 % 12.36 % 9.06 % 12.51 % 8.78 %
Return on average tangible common equity (non-GAAP) (1)
15.20 % 14.89 % 9.71 % 15.04 % 8.95 %
Adjusted return on average tangible common equity (non-GAAP) (1)
15.20 % 14.89 % 9.98 % 15.04 % 9.66 %
Net interest margin, fully tax equivalent basis (non-GAAP) (1)
3.89 % 3.84 % 3.59 % 3.86 % 3.48 %
Efficiency ratio, fully tax equivalent basis (non-GAAP) (1)
56.14 % 57.32 % 64.08 % 56.71 % 67.55 %
Net Loan Charge-Offs
CNB Bank net loan charge-offs $ 1,135 $ 520 $ 2,848 $ 1,655 $ 3,774
Holiday Financial net loan charge-offs 308 364 455 672 968
Total Corporation net loan charge-offs $ 1,443 $ 884 $ 3,303 $ 2,327 $ 4,742
Annualized net loan charge-offs / average total loans and loans held for sale 0.09 % 0.06 % 0.28 % 0.07 % 0.21 %
CNB FINANCIAL CORPORATION
CONSOLIDATED FINANCIAL DATA
Unaudited
(dollars in thousands, except per share data)
June 30,
2026 March 31,
2026 June 30,
2025
Ending Balance Sheet
Cash and due from banks $ 86,618 $ 78,740 $ 88,721
Interest-bearing deposits with Federal Reserve 364,781 517,652 332,214
Interest-bearing deposits with other financial institutions 7,040 6,068 4,476
Total cash and cash equivalents 458,439 602,460 425,411
Debt securities available-for-sale, at fair value 692,513 695,532 523,198
Debt securities held-to-maturity, at amortized cost 203,049 225,193 270,032
Equity securities 11,682 10,904 10,937
Loans held for sale 1,855 280 833
Loans receivable
Syndicated loans 93,859 78,341 78,936
Loans 6,420,002 6,355,679 4,654,484
Total loans receivable 6,513,861 6,434,020 4,733,420
Less: allowance for credit losses (67,455) (67,055) (48,329)
Net loans receivable 6,446,406 6,366,965 4,685,091
Goodwill and other intangibles 87,465 88,512 43,874
Core deposit intangible 31,672 32,688 173
Other assets 499,088 492,362 358,928
Total Assets $ 8,432,169 $ 8,514,896 $ 6,318,477
Noninterest-bearing demand deposits $ 1,147,907 $ 1,125,257 $ 855,788
Interest-bearing demand deposits 1,023,540 1,015,327 698,902
Savings 3,762,710 3,846,595 3,162,515
Certificates of deposit 1,146,307 1,153,097 749,877
Total deposits 7,080,464 7,140,276 5,467,082
Short-term borrowings 164,000 164,000 —
Subordinated debentures 20,620 20,620 20,620
Subordinated notes, net of issuance costs 35,000 84,950 84,722
Deposits held for sale 81,303 89,923 —
Other liabilities 141,335 126,026 108,772
Total liabilities 7,522,722 7,625,795 5,681,196
Common stock — — —
Preferred stock 57,785 57,785 57,785
Additional paid in capital 424,486 423,292 218,375
Retained earnings 466,865 445,265 397,004
Treasury stock (3,129) (2,971) (2,420)
Accumulated other comprehensive loss (36,560) (34,270) (33,463)
Total shareholders' equity 909,447 889,101 637,281
Total liabilities and shareholders' equity $ 8,432,169 $ 8,514,896 $ 6,318,477
Book value per common share $ 28.75 $ 28.06 $ 27.44
Adjusted book value per common share (non-GAAP) (1)
$ 28.75 $ 28.06 $ 27.53
Tangible book value per common share (non-GAAP) (1)
$ 24.73 $ 23.97 $ 25.35
Adjusted tangible book value per common share (non-GAAP) (1)
$ 24.73 $ 23.97 $ 25.44
CNB FINANCIAL CORPORATION
CONSOLIDATED FINANCIAL DATA
Unaudited
(dollars in thousands, except per share data)
June 30,
2026 March 31,
2026 June 30,
2025
Capital Ratios
Tangible common equity / tangible assets (non-GAAP) (1)
8.81 % 8.46 % 8.53 %
Adjusted tangible common equity / tangible assets (non-GAAP) (1)
8.81 % 8.46 % 8.56 %
Tier 1 leverage ratio (2)
10.19 % 10.03 % 10.42 %
Common equity tier 1 ratio (2)
12.02 % 11.81 % 11.78 %
Tier 1 risk-based ratio (2)
13.23 % 13.03 % 13.38 %
Total risk-based ratio (2)
14.53 % 15.23 % 16.14 %
Asset Quality Detail
Nonaccrual loans $ 54,842 $ 46,139 $ 28,509
Loans 90+ days past due and accruing 27 106 256
Total nonperforming loans 54,869 46,245 28,765
Other real estate owned 3,554 2,930 1,624
Total nonperforming assets $ 58,423 $ 49,175 $ 30,389
Asset Quality Ratios
Nonperforming assets / Total loans + OREO 0.90 % 0.76 % 0.64 %
Nonperforming assets / Total assets 0.69 % 0.58 % 0.48 %
Ratio of allowance for credit losses on loans to nonaccrual loans 123.00 % 145.33 % 169.52 %
Allowance for credit losses / Total loans 1.04 % 1.04 % 1.02 %
Consolidated Financial Data Notes:
(1) Management uses non-GAAP financial information in its analysis of the Corporation’s performance. Management believes that these non-GAAP measures provide a greater understanding of ongoing operations, enhance comparability of results of operations with prior periods and show the effects of significant gains and charges in the periods presented. The Corporation’s management believes that investors may use these non-GAAP measures to analyze the Corporation’s financial performance without the impact of unusual items or events that may obscure trends in the Corporation’s underlying performance. This non-GAAP data should be considered in addition to results prepared in accordance with GAAP, and is not a substitute for, or superior to, GAAP results. Limitations associated with non-GAAP financial measures include the risks that persons might disagree as to the appropriateness of items included in these measures and that different companies might calculate these measures differently. A reconciliation of these non-GAAP financial measures is provided below (dollars in thousands, except per share data).
(2) Capital ratios as of June 30, 2026 are estimated pending final regulatory filings.
CNB FINANCIAL CORPORATION
CONSOLIDATED FINANCIAL DATA
Unaudited
(dollars in thousands, except per share data)
Average Balances, Income and Interest Rates on a Taxable Equivalent Basis
Three Months Ended,
June 30, 2026 March 31, 2026 June 30, 2025
Average
Balance Annual
Rate Interest
Inc./Exp. Average
Balance Annual
Rate Interest
Inc./Exp. Average
Balance Annual
Rate Interest
Inc./Exp.
ASSETS:
Securities:
Taxable (1) (4)
$ 881,420 3.26 % $ 7,489 $ 869,333 3.13 % $ 6,940 $ 771,152 2.82 % $ 5,696
Tax-exempt (1) (2) (4)
22,677 2.81 169 24,006 2.82 175 24,260 2.64 174
Equity securities (1) (2)
36,853 9.16 842 29,305 6.32 457 7,670 5.44 104
Total securities (4)
940,950 3.47 8,500 922,644 3.22 7,572 803,082 2.83 5,974
Loans receivable:
Commercial (2) (3)
1,837,643 6.84 31,358 1,758,527 6.76 29,300 1,473,560 6.71 24,664
Commercial & residential mortgages and loans held for sale (2) (3)
4,489,655 6.07 67,922 4,586,641 6.09 68,907 3,068,519 6.18 47,295
Consumer (3)
134,358 10.31 3,452 132,758 10.54 3,451 125,972 11.72 3,681
Total loans receivable (3)
6,461,656 6.38 102,732 6,477,926 6.36 101,658 4,668,051 6.50 75,640
Interest-bearing deposits with the Federal Reserve and other financial institutions 480,454 4.11 4,921 361,022 3.60 3,206 345,988 5.13 4,422
Total earning assets 7,883,060 5.88 $ 116,153 7,761,592 5.85 $ 112,436 5,817,121 5.89 $ 86,036
Noninterest-bearing assets:
Cash and due from banks 74,387 78,471 58,530
Premises and equipment 145,813 147,949 129,093
Other assets 439,235 444,142 277,241
Allowance for credit losses (67,119) (67,028) (46,949)
Total non interest-bearing assets 592,316 603,534 417,915
TOTAL ASSETS $ 8,475,376 $ 8,365,126 $ 6,235,036
LIABILITIES AND SHAREHOLDERS’ EQUITY:
Demand—interest-bearing $ 1,046,730 0.92 % $ 2,406 $ 1,015,629 0.93 % $ 2,331 $ 707,932 0.97 % $ 1,719
Savings 3,815,404 2.50 23,774 3,819,819 2.52 23,763 3,107,520 3.01 23,286
Time 1,169,220 3.52 10,274 1,109,982 3.61 9,873 743,280 3.92 7,271
Total interest-bearing deposits 6,031,354 2.42 36,454 5,945,430 2.45 35,967 4,558,732 2.84 32,276
Short-term borrowings 164,000 3.96 1,619 164,000 3.63 1,466 — 0.00 —
Finance lease liabilities 18,014 5.30 238 18,038 5.31 236 16,861 5.28 222
Subordinated notes and debentures 96,435 4.16 1,001 105,532 4.02 1,046 105,304 4.10 1,076
Total interest-bearing liabilities 6,309,803 2.50 $ 39,312 6,233,000 2.52 $ 38,715 4,680,897 2.88 $ 33,574
Demand—noninterest-bearing 1,153,386 1,124,770 829,328
Other liabilities 114,894 120,531 90,963
Total Liabilities 7,578,083 7,478,301 5,601,188
Shareholders’ equity 897,293 886,825 633,848
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY $ 8,475,376 $ 8,365,126 $ 6,235,036
Interest income/Earning assets 5.88 % $ 116,153 5.85 % $ 112,436 5.89 % $ 86,036
Interest expense/Interest-bearing liabilities 2.50 39,312 2.52 38,715 2.88 33,574
Net interest spread 3.38 % $ 76,841 3.33 % $ 73,721 3.01 % $ 52,462
Interest income/Earning assets 5.88 % 116,153 5.85 % 112,436 5.89 % 86,036
Interest expense/Earning assets 1.99 39,312 2.01 38,715 2.30 33,574
Net interest margin (fully tax-equivalent) 3.89 % $ 76,841 3.84 % $ 73,721 3.59 % $ 52,462
(1) Includes unamortized discounts and premiums.
(2) Average yields are stated on a fully taxable equivalent basis (calculated using statutory rates of 21%) resulting from tax-free municipal securities in the investment portfolio and tax-free municipal loans in the commercial loan portfolio. The taxable equivalent adjustment to net interest income for the three months ended June 30, 2026, March 31, 2026 and June 30, 2025 was $497 thousand, $398 thousand and $265 thousand, respectively.
(3) Average loans receivable outstanding includes the average balance outstanding of all nonaccrual loans. Loans receivable consists of the average of total loans receivable less average unearned income. In addition, loans receivable interest income consists of loans receivable fees.
(4) Average balance is computed using the fair value of AFS securities and amortized cost of HTM securities. Average yield has been computed using amortized cost average balance for AFS and HTM securities. The adjustment to the average balance for securities in the calculation of average yield for the three months ended June 30, 2026, March 31, 2026 and June 30, 2025 was $(40.2) million, $(32.2) million and $(42.6) million, respectively.
CNB FINANCIAL CORPORATION
CONSOLIDATED FINANCIAL DATA
Unaudited
(dollars in thousands, except per share data)
Average Balances, Income and Interest Rates on a Taxable Equivalent Basis
Six Months Ended,
June 30, 2026 June 30, 2025
Average
Balance Annual
Rate Interest
Inc./Exp. Average
Balance Annual
Rate Interest
Inc./Exp.
ASSETS:
Securities:
Taxable (1) (4)
$ 875,329 3.20 % $ 14,429 $ 768,379 2.77 % $ 11,157
Tax-exempt (1) (2) (4)
23,338 2.82 344 24,800 2.66 354
Equity securities (1) (2)
33,100 7.91 1,298 7,543 5.64 211
Total securities (4)
931,767 3.35 16,071 800,722 2.79 11,722
Loans receivable:
Commercial (2) (3)
1,798,303 6.80 60,658 1,469,962 6.73 49,033
Commercial & residential mortgages and loans held for sale (2) (3)
4,537,880 6.08 136,829 3,035,103 6.10 91,868
Consumer (3)
133,583 10.42 6,903 124,891 11.86 7,346
Total loans receivable (3)
6,469,766 6.37 204,390 4,629,956 6.46 148,247
Interest-bearing deposits with the Federal Reserve and other financial institutions 421,159 3.89 8,127 379,686 4.62 8,706
Total earning assets 7,822,692 5.86 $ 228,588 5,810,364 5.81 $ 168,675
Noninterest-bearing assets:
Cash and due from banks 76,417 58,337
Premises and equipment 146,875 129,141
Other assets 441,956 277,203
Allowance for credit losses (67,074) (47,144)
Total non interest-bearing assets 598,174 417,537
TOTAL ASSETS $ 8,420,866 $ 6,227,901
LIABILITIES AND SHAREHOLDERS’ EQUITY:
Demand—interest-bearing $ 1,031,265 0.93 % $ 4,737 $ 706,412 0.93 % $ 3,246
Savings 3,817,599 2.51 47,537 3,119,542 3.05 47,126
Time 1,139,765 3.56 20,147 740,719 3.96 14,538
Total interest-bearing deposits 5,988,629 2.44 72,421 4,566,673 2.87 64,910
Short-term borrowings 164,000 3.79 3,085 — 0.00 —
Finance lease liabilities 18,026 5.30 474 16,005 5.77 458
Subordinated notes and debentures 100,328 4.11 2,047 105,266 4.13 2,154
Total interest-bearing liabilities 6,270,983 2.51 $ 78,027 4,687,944 2.90 $ 67,522
Demand—noninterest-bearing 1,139,738 821,927
Other liabilities 117,746 91,291
Total Liabilities 7,528,467 5,601,162
Shareholders’ equity 892,399 626,739
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY $ 8,420,866 $ 6,227,901
Interest income/Earning assets 5.86 % $ 228,588 5.81 % $ 168,675
Interest expense/Interest-bearing liabilities 2.51 78,027 2.90 67,522
Net interest spread 3.35 % $ 150,561 2.91 % $ 101,153
Interest income/Earning assets 5.86 % 228,588 5.81 % 168,675
Interest expense/Earning assets 2.00 78,027 2.33 67,522
Net interest margin (fully tax-equivalent) 3.86 % $ 150,561 3.48 % $ 101,153
(1) Includes unamortized discounts and premiums.
(2) Average yields are stated on a fully taxable equivalent basis (calculated using statutory rates of 21%) resulting from tax-free municipal securities in the investment portfolio and tax-free municipal loans in the commercial loan portfolio. The taxable equivalent adjustment to net interest income for the six months ended June 30, 2026 and 2025, was $894 thousand and $525 thousand, respectively.
(3) Average loans receivable outstanding includes the average balance outstanding of all nonaccrual loans. Loans receivable consist of the average of total loans receivable less average unearned income. In addition, loans receivable interest income consists of loans receivable fees, including PPP deferred processing fees.
(4) Average balance is computed using the fair value of AFS securities and amortized cost of HTM securities. Average yield has been computed using amortized cost average balance for AFS and HTM securities. The adjustment to the average balance for securities in the calculation of average yield for the six months ended June 30, 2026 and 2025 was $(36.2) million and $(45.3) million, respectively.
CNB FINANCIAL CORPORATION
CONSOLIDATED FINANCIAL DATA
Unaudited
(dollars in thousands, except per share data)
Reconciliation of Non-GAAP Financial Measures
Three Months Ended Six Months Ended
June 30,
2026 March 31,
2026 June 30,
2025 June 30,
2026 June 30,
2025
Calculation of merger transaction related expenses, net of tax (non-GAAP) (1):
Merger and integration costs - non deductible $ — $ — $ 357 $ — $ 1,684
Merger and integration costs - deductible — — — — 202
Statutory federal tax rate 21 % 21 % 21 % 21 % 21 %
Tax benefit (expense) of merger and integration costs (non-GAAP) — — — — 42
Merger transaction related expenses - deductible, net of tax — — — — 160
Merger transaction related expenses, net of tax (non-GAAP) $ — $ — $ 357 $ — $ 1,844
(1) Merger transaction related expenses represent legal, advisory, technology, and other expenses directly related to the ESSA acquisition. Management believes exclusion of these non-recurring charges provides more meaningful period-over-period comparisons of operating performance.
Three Months Ended Six Months Ended
June 30,
2026 March 31,
2026 June 30,
2025 June 30,
2026 June 30,
2025
Calculation of net income available to common (GAAP):
Net income $ 28,304 $ 27,036 $ 13,956 $ 55,340 $ 25,437
Less: preferred stock dividends 1,075 1,075 1,075 2,150 2,150
Net income available to common shareholders $ 27,229 $ 25,961 $ 12,881 $ 53,190 $ 23,287
Adjusted calculation of net income available to common (non-GAAP):
Net income available to common shareholders $ 27,229 $ 25,961 $ 12,881 $ 53,190 $ 23,287
Add: merger transaction related expenses, net of tax (non-GAAP) — — 357 — 1,844
Adjusted net income available to common shareholders (non-GAAP) $ 27,229 $ 25,961 $ 13,238 $ 53,190 $ 25,131
Three Months Ended Six Months Ended
June 30,
2026 March 31,
2026 June 30,
2025 June 30,
2026 June 30,
2025
Calculation of dividend payout ratio:
Cash dividends per common share $ 0.19 $ 0.19 $ 0.18 $ 0.38 $ 0.36
Diluted earnings per common share 0.91 0.88 0.61 1.79 1.10
Dividend payout ratio 21 % 22 % 30 % 21 % 33 %
Adjusted calculation of dividend payout ratio (non-GAAP):
Cash dividends per common share $ 0.19 $ 0.19 $ 0.18 $ 0.38 $ 0.36
Adjusted diluted earnings per common share (non-GAAP) 0.91 0.88 0.63 1.79 1.19
Adjusted dividend payout ratio (non-GAAP) 21 % 22 % 29 % 21 % 30 %
Three Months Ended Six Months Ended
June 30,
2026 March 31,
2026 June 30,
2025 June 30,
2026 June 30,
2025
Calculation of PPNR (non-GAAP): (1)
Net interest income $ 76,344 $ 73,323 $ 52,197 $ 149,667 $ 100,628
Add: Non-interest income 11,302 9,998 9,008 21,300 17,515
Less: Non-interest expense 50,708 49,187 39,617 99,895 80,655
PPNR (non-GAAP) $ 36,938 $ 34,134 $ 21,588 $ 71,072 $ 37,488
Adjusted calculation of PPNR (non-GAAP): (1)
Net interest income $ 76,344 $ 73,323 $ 52,197 $ 149,667 $ 100,628
Add: Non-interest income 11,302 9,998 9,008 21,300 17,515
Less: Non-interest expense 50,708 49,187 39,617 99,895 80,655
Add: Merger and integration costs (non-GAAP) — — 357 — 1,886
Adjusted PPNR (non-GAAP) $ 36,938 $ 34,134 $ 21,945 $ 71,072 $ 39,374
(1) Management believes that this is an important metric as it illustrates the underlying performance of the Corporation, it enables investors and others to assess the Corporation's ability to generate capital to cover credit losses through the credit cycle and provides consistent reporting with a key metric used by bank regulatory agencies.
June 30,
2026 March 31,
2026 June 30,
2025
Adjusted calculation of loans (non-GAAP):
Loans $ 6,420,002 $ 6,355,679 $ 4,654,484
Less: ESSA acquired loans, net of estimated purchase accounting fair value adjustments (non-GAAP) (1,658,693) (1,658,693) —
Adjusted loans (non-GAAP) $ 4,761,309 $ 4,696,986 $ 4,654,484
June 30,
2026 March 31,
2026 June 30,
2025
Adjusted calculation of total deposits (non-GAAP):
Total deposits $ 7,080,464 $ 7,140,276 $ 5,467,082
Add: deposits held for sale (non-GAAP) 81,303 89,923 —
Less: ESSA acquired deposits, net of estimated purchase accounting fair value adjustments (non-GAAP) (1,455,805) (1,455,805) —
Adjusted total deposits (non-GAAP) $ 5,705,962 $ 5,774,394 $ 5,467,082
CNB FINANCIAL CORPORATION
CONSOLIDATED FINANCIAL DATA
Unaudited
(dollars in thousands, except per share data)
Reconciliation of Non-GAAP Financial Measures
Three Months Ended Six Months Ended
June 30,
2026 March 31,
2026 June 30,
2025 June 30,
2026 June 30,
2025
Basic earnings per common share computation:
Net income available to common shareholders $ 27,229 $ 25,961 $ 12,881 $ 53,190 $ 23,287
Less: net income available to common shareholders allocated to participating securities 256 237 120 491 199
Net income available to common shareholders allocated to common stock $ 26,973 $ 25,724 $ 12,761 $ 52,699 $ 23,088
Weighted average common shares outstanding, including shares considered participating securities 29,627 29,576 21,053 29,602 21,018
Less: average participating securities 273 259 172 266 144
Weighted average shares 29,354 29,317 20,881 29,336 20,874
Basic earnings per common share $ 0.92 $ 0.88 $ 0.61 $ 1.80 $ 1.11
Diluted earnings per common share computation:
Net income available to common shareholders allocated to common stock $ 26,973 $ 25,724 $ 12,761 $ 52,699 $ 23,088
Weighted average common shares outstanding for basic earnings per common share 29,354 29,317 20,881 29,336 20,874
Add: dilutive effect of stock compensation 138 122 72 130 65
Weighted average shares and dilutive potential common shares 29,492 29,439 20,953 29,466 20,939
Diluted earnings per common share $ 0.91 $ 0.88 $ 0.61 $ 1.79 $ 1.10
Adjusted basic earnings per common share computation (non-GAAP):
Net income available to common shareholders $ 27,229 $ 25,961 $ 12,881 $ 53,190 $ 23,287
Add: merger transaction related expenses, net of tax (non-GAAP) — — 357 — 1,844
Less: net income available to common shareholders allocated to participating securities 256 237 120 491 199
Adjustment to net income available to common shareholders allocated to participating securities for merger transaction related expenses, net of tax (non-GAAP) — — 3 — 12
Adjusted net income available to common shareholders allocated to common stock (non-GAAP) $ 26,973 $ 25,724 $ 13,115 $ 52,699 $ 24,920
Weighted average common shares outstanding, including shares considered participating securities 29,627 29,576 21,053 29,602 21,018
Less: average participating securities 273 259 172 266 144
Weighted average shares 29,354 29,317 20,881 29,336 20,874
Adjusted basic earnings per common share (non-GAAP) $ 0.92 $ 0.88 $ 0.63 $ 1.80 $ 1.19
Adjusted diluted earnings per common share computation (non-GAAP):
Adjusted net income available to common shareholders allocated to common stock (non-GAAP) $ 26,973 $ 25,724 $ 13,115 $ 52,699 $ 24,920
Weighted average common shares outstanding for basic earnings per common share 29,354 29,317 20,881 29,336 20,874
Add: dilutive effect of stock compensation 138 122 72 130 65
Weighted average shares and dilutive potential common shares 29,492 29,439 20,953 29,466 20,939
Adjusted diluted earnings per common share (non-GAAP) $ 0.91 $ 0.88 $ 0.63 $ 1.79 $ 1.19
CNB FINANCIAL CORPORATION
CONSOLIDATED FINANCIAL DATA
Unaudited
(dollars in thousands, except per share data)
Reconciliation of Non-GAAP Financial Measures
Three Months Ended Six Months Ended
June 30,
2026 March 31,
2026 June 30,
2025 June 30,
2026 June 30,
2025
Calculation of net interest margin:
Interest income $ 115,656 $ 112,038 $ 85,771 $ 227,694 $ 168,150
Interest expense 39,312 38,715 33,574 78,027 67,522
Net interest income $ 76,344 $ 73,323 $ 52,197 $ 149,667 $ 100,628
Average total earning assets $ 7,883,060 $ 7,761,592 $ 5,817,121 $ 7,822,692 $ 5,810,364
Net interest margin (GAAP) (annualized) 3.88 % 3.83 % 3.60 % 3.86 % 3.49 %
Calculation of net interest margin (fully tax equivalent basis) (non-GAAP):
Interest income $ 115,656 $ 112,038 $ 85,771 $ 227,694 $ 168,150
Tax equivalent adjustment (non-GAAP) 497 398 265 894 525
Adjusted interest income (fully tax equivalent basis) (non-GAAP) 116,153 112,436 86,036 228,588 168,675
Interest expense 39,312 38,715 33,574 78,027 67,522
Net interest income (fully tax equivalent basis) (non-GAAP) $ 76,841 $ 73,721 $ 52,462 $ 150,561 $ 101,153
Average total earning assets $ 7,883,060 $ 7,761,592 $ 5,817,121 $ 7,822,692 $ 5,810,364
Less: average mark to market adjustment on investments (non-GAAP) (40,194) (32,170) (42,592) (36,204) (45,317)
Adjusted average total earning assets, net of mark to market (non-GAAP) $ 7,923,254 $ 7,793,762 $ 5,859,713 $ 7,858,896 $ 5,855,681
Net interest margin, fully tax equivalent basis (non-GAAP) (annualized) 3.89 % 3.84 % 3.59 % 3.86 % 3.48 %
Calculation of net interest margin, excluding purchase accounting loan accretion (fully tax equivalent basis) (non-GAAP) (1):
Net interest income (fully tax equivalent basis) (non-GAAP) $ 76,841 $ 73,721 $ 52,462 $ 150,561 $ 101,153
Less: purchase accounting loan accretion (4,785) (3,040) — (7,825) —
Adjusted net interest income (fully tax equivalent basis) (non-GAAP) $ 72,056 $ 70,681 $ 52,462 $ 142,736 101,153
Adjusted average total earning assets, net of mark to market (non-GAAP) $ 7,923,254 $ 7,793,762 $ 5,859,713 $ 7,858,896 $ 5,855,681
Adjusted net interest margin, fully tax equivalent basis (non-GAAP) (annualized) 3.65 % 3.68 % 3.59 % 3.66 % 3.48 %
(1) Purchase accounting loan accretion represents income recognized on estimated fair value adjustments to acquired loans.
CNB FINANCIAL CORPORATION
CONSOLIDATED FINANCIAL DATA
Unaudited
(dollars in thousands, except per share data)
Reconciliation of Non-GAAP Financial Measures
June 30,
2026 March 31,
2026 June 30,
2025
Calculation of tangible book value per common share and tangible common
equity / tangible assets (non-GAAP):
Shareholders' equity $ 909,447 $ 889,101 $ 637,281
Less: preferred equity 57,785 57,785 57,785
Common shareholders' equity 851,662 831,316 579,496
Less: goodwill and other intangibles 87,465 88,512 43,874
Less: core deposit intangible 31,672 32,688 173
Tangible common equity (non-GAAP) $ 732,525 $ 710,116 $ 535,449
Total assets $ 8,432,169 $ 8,514,896 $ 6,318,477
Less: goodwill and other intangibles 87,465 88,512 43,874
Less: core deposit intangible 31,672 32,688 173
Tangible assets (non-GAAP) $ 8,313,032 $ 8,393,696 $ 6,274,430
Ending shares outstanding 29,621,999 29,631,056 21,119,894
Book value per common share (GAAP) $ 28.75 $ 28.06 $ 27.44
Tangible book value per common share (non-GAAP) $ 24.73 $ 23.97 $ 25.35
Common shareholders' equity / Total assets (GAAP) 10.10 % 9.76 % 9.17 %
Tangible common equity / Tangible assets (non-GAAP) 8.81 % 8.46 % 8.53 %
Adjusted calculation of book value per common share (non-GAAP):
Common shareholders' equity $ 851,662 $ 831,316 $ 579,496
Add: merger transaction related expenses, net of tax (non-GAAP) — — 1,844
Adjusted common shareholders' equity (non-GAAP) $ 851,662 $ 831,316 $ 581,340
Ending shares outstanding 29,621,999 29,631,056 21,119,894
Adjusted book value per common share (non-GAAP) $ 28.75 $ 28.06 $ 27.53
Adjusted calculation of tangible book value per common share (non-GAAP):
Tangible common equity (non-GAAP) $ 732,525 $ 710,116 $ 535,449
Add: merger transaction related expenses, net of tax (non-GAAP) — — 1,844
Adjusted tangible common equity (non-GAAP) $ 732,525 $ 710,116 $ 537,293
Ending shares outstanding 29,621,999 29,631,056 21,119,894
Adjusted tangible book value per common share (non-GAAP) $ 24.73 $ 23.97 $ 25.44
Adjusted calculation of tangible common equity / tangible assets (non-GAAP):
Adjusted tangible common shareholders' equity (non-GAAP) $ 732,525 $ 710,116 $ 537,293
Tangible assets (non-GAAP) $ 8,313,032 $ 8,393,696 $ 6,274,430
Add: merger and integration costs (non-GAAP) — — 1,886
Adjusted tangible assets (non-GAAP) $ 8,313,032 $ 8,393,696 $ 6,276,316
Adjusted tangible common equity / Adjusted tangible assets (non-GAAP) 8.81 % 8.46 % 8.56 %
CNB FINANCIAL CORPORATION
CONSOLIDATED FINANCIAL DATA
Unaudited
(dollars in thousands, except per share data)
Reconciliation of Non-GAAP Financial Measures
Three Months Ended Six Months Ended
June 30,
2026 March 31,
2026 June 30,
2025 June 30,
2026 June 30,
2025
Calculation of efficiency ratio:
Non-interest expense $ 50,708 $ 49,187 $ 39,617 $ 99,895 $ 80,655
Non-interest income $ 11,302 $ 9,998 $ 9,008 $ 21,300 $ 17,515
Net interest income 76,344 73,323 52,197 149,667 100,628
Total revenue $ 87,646 $ 83,321 $ 61,205 $ 170,967 $ 118,143
Efficiency ratio 57.86 % 59.03 % 64.73 % 58.43 % 68.27 %
Calculation of efficiency ratio (fully tax equivalent basis) (non-GAAP):
Non-interest expense $ 50,708 $ 49,187 $ 39,617 $ 99,895 $ 80,655
Less: core deposit intangible amortization 1,016 1,005 16 2,021 33
Adjusted non-interest expense (non-GAAP) $ 49,692 $ 48,182 $ 39,601 $ 97,874 $ 80,622
Non-interest income $ 11,302 $ 9,998 $ 9,008 $ 21,300 $ 17,515
Net interest income $ 76,344 $ 73,323 $ 52,197 $ 149,667 $ 100,628
Less: tax exempt investment and loan income, net of TEFRA (non-GAAP) 2,391 1,965 1,451 4,356 2,915
Add: tax exempt investment and loan income (fully tax equivalent basis) (non-GAAP) 3,265 2,704 2,046 5,968 4,122
Adjusted net interest income (fully tax equivalent basis) (non-GAAP) 77,218 74,062 52,792 151,279 101,835
Adjusted net revenue (fully tax equivalent basis) (non-GAAP) $ 88,520 $ 84,060 $ 61,800 $ 172,579 $ 119,350
Efficiency ratio (fully tax equivalent basis) (non-GAAP) 56.14 % 57.32 % 64.08 % 56.71 % 67.55 %
Adjusted calculation of efficiency ratio (fully tax equivalent basis) (non-GAAP):
Adjusted non-interest expense (non-GAAP) $ 49,692 $ 48,182 $ 39,601 $ 97,874 $ 80,622
Less: merger and integration costs (non-GAAP) — — 357 — 1,886
Adjusted non-interest expense (non-GAAP) $ 49,692 $ 48,182 $ 39,244 $ 97,874 $ 78,736
Adjusted net revenue (fully tax equivalent basis) (non-GAAP) $ 88,520 $ 84,060 $ 61,800 $ 172,579 $ 119,350
Adjusted efficiency ratio (fully tax equivalent basis) (non-GAAP) 56.14 % 57.32 % 63.50 % 56.71 % 65.97 %
CNB FINANCIAL CORPORATION
CONSOLIDATED FINANCIAL DATA
Unaudited
(dollars in thousands, except per share data)
Reconciliation of Non-GAAP Financial Measures
Three Months Ended Six Months Ended
June 30,
2026 March 31,
2026 June 30,
2025 June 30,
2026 June 30,
2025
Calculation of return on average tangible common equity (non-GAAP):
Net income $ 28,304 $ 27,036 $ 13,956 $ 55,340 $ 25,437
Less: preferred stock dividends 1,075 1,075 1,075 2,150 2,150
Net income available to common shareholders $ 27,229 $ 25,961 $ 12,881 $ 53,190 $ 23,287
Average shareholders' equity $ 897,293 $ 886,825 $ 633,848 $ 892,399 $ 626,739
Less: average goodwill & intangibles 120,838 121,859 44,058 121,346 44,066
Less: average preferred equity 57,785 57,785 57,785 57,785 57,785
Average tangible common shareholders' equity (non-GAAP) $ 718,670 $ 707,181 $ 532,005 $ 713,268 $ 524,888
Return on average equity (GAAP) (annualized) 12.65 % 12.36 % 8.83 % 12.51 % 8.18 %
Return on average common equity (GAAP) (annualized) 13.01 % 12.70 % 8.97 % 12.85 % 8.25 %
Return on average tangible common equity (non-GAAP) (annualized) 15.20 % 14.89 % 9.71 % 15.04 % 8.95 %
Adjusted calculation of return on average equity (non-GAAP):
Net income $ 28,304 $ 27,036 $ 13,956 $ 55,340 $ 25,437
Add: merger transaction related expenses, net of tax (non-GAAP) — — 357 — 1,844
Adjusted net income (non-GAAP) $ 28,304 $ 27,036 $ 14,313 $ 55,340 $ 27,281
Average shareholders' equity $ 897,293 $ 886,825 $ 633,848 $ 892,399 $ 626,739
Adjusted return on average equity (non-GAAP) (annualized) 12.65 % 12.36 % 9.06 % 12.51 % 8.78 %
Adjusted calculation of return on average tangible common equity (non-GAAP):
Net income available to common shareholders $ 27,229 $ 25,961 $ 12,881 $ 53,190 $ 23,287
Add: merger transaction related expenses, net of tax (non-GAAP) — — 357 — 1,844
Adjusted net income available to common shareholders $ 27,229 $ 25,961 $ 13,238 $ 53,190 $ 25,131
Average tangible common shareholders' equity (non-GAAP) $ 718,670 $ 707,181 $ 532,005 $ 713,268 $ 524,888
Adjusted return on average tangible common equity (non-GAAP) (annualized) 15.20 % 14.89 % 9.98 % 15.04 % 9.66 %
CNB FINANCIAL CORPORATION
CONSOLIDATED FINANCIAL DATA
Unaudited
(dollars in thousands, except per share data)
Reconciliation of Non-GAAP Financial Measures
Three Months Ended Six Months Ended
June 30,
2026 March 31,
2026 June 30,
2025 June 30,
2026 June 30,
2025
Calculation of return on average assets:
Net income $ 28,304 $ 27,036 $ 13,956 $ 55,340 $ 25,437
Average total assets $ 8,475,376 $ 8,365,126 $ 6,235,036 $ 8,420,866 $ 6,227,901
Return on average assets (GAAP) (annualized) 1.34 % 1.31 % 0.90 % 1.33 % 0.82 %
Adjusted calculation of return on average assets (non-GAAP):
Net income $ 28,304 $ 27,036 $ 13,956 $ 55,340 $ 25,437
Add: merger transaction related expenses, net of tax (non-GAAP) — — 357 — 1,844
Adjusted net income $ 28,304 $ 27,036 $ 14,313 $ 55,340 $ 27,281
Average total assets $ 8,475,376 $ 8,365,126 $ 6,235,036 $ 8,420,866 $ 6,227,901
Adjusted return on average assets (non-GAAP) (annualized) 1.34 % 1.31 % 0.92 % 1.33 % 0.88 %
EX-99.2
EX-99.2
Filename: q22026earningssupplement.htm · Sequence: 3
q22026earningssupplement
Focusing on great experiences and mutually sustainable success for our clients, colleagues, and investors. Q2 2026 Earnings Supplement
2 CERTAIN IMPORTANT INFORMATION CAUTION REGARDING FORWARD LOOKING STATEMENTS This presentation includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, with respect to the Corporation’s financial condition, liquidity, results of operations, future performance and business. These forward-looking statements are intended to be covered by the safe harbor for “forward-looking statements” provided by the Private Securities Litigation Reform Act of 1995. Forward-looking statements are those that are not historical facts. Forward-looking statements include statements with respect to beliefs, plans, objectives, goals, expectations, anticipations, estimates and intentions that are subject to significant risks and uncertainties and are subject to change based on various factors (some of which are beyond the Corporation’s control). Forward-looking statements often include the words “believes,” “expects,” “anticipates,” “estimates,” “forecasts,” “intends,” “plans,” “targets,” “potentially,” “probably,” “projects,” “outlook” or similar expressions or future conditional verbs such as “may,” “will,” “should,” “would” and “could.” The Corporation’s actual results may differ materially from those contemplated by the forward- looking statements, which are neither statements of historical fact nor guarantees or assurances of future performance. Such known and unknown risks, uncertainties and other factors that could cause the actual results to differ materially from the statements, include, but are not limited to, (i) adverse changes or conditions in capital and financial markets, including actual or potential stresses in the banking industry; (ii) changes in interest rates; (iii) the credit risks of lending activities, including our ability to estimate credit losses and the allowance for credit losses, as well as the effects of changes in the level of, and trends in, loan delinquencies and write-offs; (iv) effectiveness of our data security controls in the face of cyber attacks and any reputational risks following a cybersecurity incident; (v) changes in general business, industry or economic conditions or competition; (vi) changes in any applicable law, rule, regulation, policy, guideline or practice governing or affecting financial holding companies and their subsidiaries or with respect to tax or accounting principles or otherwise; (vii) adverse economic effects from international trade disputes, including threatened or implemented tariffs imposed by the U.S. and threatened or implemented tariffs imposed by foreign countries in retaliation, or similar events impacting economic activity; (viii) higher than expected costs or other difficulties related to integration of combined or merged businesses; (ix) the effects of business combinations and other acquisition transactions, including the inability to realize our loan and investment portfolios; (x) changes in the quality or composition of our loan and investment portfolios; (xi) adequacy of loan loss reserves; (xii) increased competition; (xiii) loss of certain key officers; (xiv) deposit attrition; (xv) rapidly changing technology; (xvi) unanticipated regulatory or judicial proceedings and liabilities and other costs; (xvii) changes in the cost of funds, demand for loan products or demand for financial services; and (xviii) other economic, competitive, governmental or technological factors affecting our operations, markets, products, services and prices. Such developments could have an adverse impact on the Corporation's financial position and results of operations. For more information about factors that could cause actual results to differ from those discussed in the forward-looking statements, please refer to the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of and the forward-looking statement disclaimers in the Corporation’s annual and quarterly reports filed with the Securities and Exchange Commission. The forward-looking statements contained in this presentation are based upon management’s beliefs and assumptions and are made as of the date of this presentation. Factors or events that could cause the Corporation’s actual results to differ may emerge from time to time, and it is not possible for the Corporation to predict all of them. The Corporation undertakes no obligation to publicly update or revise any forward-looking statements included in this presentation or to update the reasons why actual results could differ from those contained in such statements, whether as a result of new information, future events or otherwise, except to the extent required by law. In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this presentation might not occur and you should not put undue reliance on any forward-looking statements. NON-GAAP FINANCIAL MEASURES This report contains references to financial measures that are not defined in GAAP. Management uses non-GAAP financial information in its analysis of the Corporation’s performance. Management believes that these non-GAAP measures provide a greater understanding of ongoing operations, enhance comparability of results of operations with prior periods and show the effects of significant gains and charges in the periods presented. The Corporation’s management believes that investors may use these non-GAAP measures to analyze the Corporation’s financial performance without the impact of unusual items or events that may obscure trends in the Corporation’s underlying performance. This non- GAAP data should be considered in addition to results prepared in accordance with GAAP, and is not a substitute for, or superior to, GAAP results. Limitations associated with non-GAAP financial measures include the risks that persons might disagree as to the appropriateness of items included in these measures and that different companies might calculate these measures differently. Non-GAAP measures reflected within the presentation include: Return on average tangible common equity, Adjusted return on average tangible common equity, Adjusted basic earnings per common share, Adjusted diluted earnings per common share, Adjusted net income available to common shareholders, Adjusted return on average assets, Net interest margin (fully tax equivalent basis), Efficiency ratio (fully tax equivalent), Adjusted efficiency ratio (fully tax equivalent), Tangible common equity/tangible assets, Merger transaction related expenses, net of tax, Adjusted return on average equity, Tangible book value per common share. Note: GAAP stands for Generally Accepted Accounting Principles
3 2ND QUARTER 2026 HIGHLIGHTS • Net Income of $27.2 million, or $0.91 per diluted common share • Return on Average Tangible Common Equity (ROATCE) of 15.20%(1) • Return on Average Equity of 12.65% • Net Interest Margin, fully tax equivalent, of 3.89%, up 5 bps from the prior quarter(1) • Efficiency Ratio, fully tax equivalent of 56.14%(1) • Total Revenue increased $4.3 million, or 5.19%(2), from prior quarter EARNINGS & PROFITABILITY • Common Equity Tier 1 ratio of 12.02% compared to Basel III “well-capitalized” level of 7.00% • Consolidated Tangible Common Equity to Tangible Assets ratio of 8.81%(1) • Common Shareholders’ Equity to Total assets of 10.10% • Bank-level Commercial Real Estate Loans to Total Risk- Based Capital of 269.48% • Corporation completed a partial redemption of $50.0 million in subordinated notes, leaving $35.0 million in principal amount of subordinated notes outstanding CAPITAL (1) Return on Average Tangible Common Equity, Net Interest Margin, fully tax equivalent, and Efficiency Ratio, fully tax equivalent, Tangible Common Equity to Tangible Assets are non-GAAP financial measures – see Appendix for reconciliations. (2) Total Revenue is defined as Net Interest Income plus Non-Interest Income.
4 2ND QUARTER 2026 HIGHLIGHTS • Total loans receivable of $6.5 billion increased $79.8 million, or 4.98% annualized, from the prior quarter • Yield on loans and loans held for sale of 6.38%, up 2 bps from the prior quarter • Loan/Deposit ratio of 92.00% LOANS • Total deposits of $7.1 billion decreased $59.8 million, or -3.36% annualized, from the prior quarter • Cost of interest-bearing deposits of 2.42%, down 3 bps from the prior quarter • Noninterest-bearing deposits increased $22.7 million, or 8.07% annualized, from prior quarter, primarily driven by treasury management customer relationships • Available Liquidity as a Multiple of Adjusted Uninsured Deposits of 4.8x DEPOSITS & LIQUIDITY • Allowance for credit losses / Total loans of 1.04% • Nonperforming assets / Total assets of 0.69% • Annualized net loan charge-offs / average total loans and loans held for sale of 0.09% ASSET QUALITY
5 COMPANY OVERVIEW (1) Based on 29,621,999 share count reported as of June 30, 2026, in the July 23, 2026 Earnings Release and the July 16, 2026 closing stock price ($35.15). ▪ Holding Company for CNB Bank (Clearfield, PA), serving the community since 1865 ▪ 75 full-service offices, one loan production office, one mobile office, two limited service offices across Pennsylvania, New York, Ohio and Virginia ▪ Nasdaq: CCNE & CCNEP ▪ Market Capitalization: ~$1 billion(1) ▪ July 23, 2026, marked the one-year anniversary of the acquisition of ESSA Bancorp, Inc. FINANCIAL HIGHLIGHTS (As of 6/30/2026) ASSETS: $8.4 billion DEPOSITS: $7.1 billion LOANS: $6.5 billion
6 UNIQUE MULTI-STATE, MULTI-BRAND MODEL ▪ Legacy bank of the organization founded in 1865 ▪ 19 full-service offices serving Clearfield, Centre, McKean, Elk, Jefferson, Cambria, Indiana and Blair counties in PA ▪ Central and North Central PA focus ▪ Opened in August 2005 ▪ Legacy market with 9 full-service offices serving Erie, Crawford & Warren counties in PA ▪ Growth market with 5 full-service offices serving Lake, Ashtabula, & Cuyahoga counties in OH, including the city of Cleveland ▪ Opened in 2013 with the acquisition of FC Banc Corp. in Bucyrus, OH ▪ 7 full-service offices serving ▪ Includes the greater-Columbus metro area and Central Ohio ▪ Established in 2021 ▪ 3 full-service offices and 1 loan production office ▪ High growth market and becoming a meaningful contributor to overall growth ▪ Focus on a planning-based approach for families and commercial customers ▪ Seamless partnership with Private Banking in providing customers with a broad array of competitive solutions ▪ Opened in 2016 serving the Greater Buffalo, NY market ▪ 12 full-service offices, 1 mobile office and 2 drive through locations ▪ Expanded into the Rochester, NY market in 2024 with its first branch ▪ Acquired in 2025 ▪ Expanded footprint into Northeast Pennsylvania, including the Lehigh Valley region ▪ 20 full-service offices
7 INVESTMENT HIGHLIGHTS Management • Experienced executive management team, supported by a deep bench, focused on generating shareholder value Capital & Liquidity • Substantial liquidity combined with exceptional capital levels to support overall shareholder strategy Balance Sheet • Strong risk profile • Primary focus on commercial lending and customer relationship deposits Profitability • Consistent profitability levels across market cycles resulting in the accretion of capital to support long term growth Market • Well diversified geographically • Balance of higher deposit share/legacy markets, with higher growth markets Credit Quality • Disciplined underwriting coupled with conservative credit culture, leading to high performing loan portfolio
8 INVESTMENT ACCRETION AND RETURNS
9 TANGIBLE BOOK VALUE PER COMMON SHARE (1) Tangible book value per common share is a non-GAAP financial measure – see Appendix for reconciliations. $15.98 $17.28 $20.00 $21.29 $22.85 $22.39 $24.57 $26.34 $27.63 $27.44 $28.75 $13.33 $14.69 $17.45 $18.66 $20.22 $20.30 $22.46 $24.24 $23.48 $25.35 $24.73 $- $5 $10 $15 $20 $25 $30 $35 2017 2018 2019 2020 2021 2022 2023 2024 2025 6/30/2025 6/30/2026 Book Value / Common Share Tangible Book Value / Common Share (1)
10 RETURN ON AVERAGE TANGIBLE COMMON EQUITY (1) ROATCE and adjusted ROATCE are non-GAAP financial measures – see Appendix for reconciliations; Average equity includes both common and preferred equity in periods following the 2020 preferred equity issuance. Adjusted return on tangible common equity is adjusted to remove expenses related to the acquisition of ESSA. ROAE stands for Return on average equity. YTD figures are annualized. 12.58% 9.66% 12.03% 16.01% 16.28% 10.67% 16.23% 16.64% 11.98% 10.25% 10.59% 8.95% 15.04% 9.97% 13.46% 14.05% 9.14% 13.39% 13.86% 10.54% 9.21% 9.14% 8.18% 12.51% 4% 6% 8% 10% 12% 14% 16% 18% 2017 2018 2019 2020 2021 2022 2023 2024 2025 YTD 6/30/2025 YTD 6/30/2026 Adj ROATCE (1) ROATCE (1) ROAE
11 DILUTED EARNINGS PER COMMON SHARE (1) Diluted earnings per common share (EPS) includes merger costs in 2019, merger costs, FHLB prepayment penalties and branch closure costs in 2020, and merger costs in 2025. Adjusted diluted earnings per common share (EPS Adj), which excludes 2025 merger related expenses is a non-GAAP financial measure – see Appendix for reconciliations. $2.95 $1.19 $1.57 $2.21 $2.63 $1.97 $3.16 $3.26 $2.55 $2.39 $2.49 $1.10 $1.79 $- $0.50 $1.00 $1.50 $2.00 $2.50 $3.00 $3.50 2017 2018 2019 2020 2021 2022 2023 2024 2025 YTD 6/30/2025 YTD 6/30/2026 EPS Adj (1) EPS (1)
12 DIVIDEND HISTORY HISTORICAL DIVIDEND PER COMMON SHARE • The Corporation’s long, uninterrupted history of dividends to its common shareholders reflects a key component of its total shareholder return • Common stock dividend yield of 2.25% as of June 30, 2026 • Common stock dividend payout ratio of 21% as of the six months ended June 30, 2026 $0.00 $0.10 $0.20 $0.30 $0.40 $0.50 $0.60 $0.70 $0.80 Common Dividend Special Dividend
13 OUR MISSION We are dedicated to being the premier financial services provider in our communities CNB’s commitment to providing premier banking and wealth management solutions, building valued client relationships, being an employer of choice, and achieving top-tier performance is evidenced by: • Products and services • Professional employees • Safe, sound, and sustainable franchise growth
14 $0.8 $0.8 $0.9 $1.0 $1.2 $1.4 $1.6 $1.8 $2.1 $2.2 $2.3 $2.6 $2.8 $3.2 $3.8 $4.7 $5.3 $5.5 $5.8 $6.2 $8.4 $8.4 $0 $1 $2 $3 $4 $5 $6 $7 $8 $9 Acquisition of FC Banc Corp Acquisition of Bank of Akron Acquisition of ESSA Bancorp Ridge View Bank Is Formed ERIEBANK Formed2 0 0 5 2 0 1 3 2 0 1 6 2 0 2 0 2 0 2 1 $ i n B ill io n s 2 0 2 5 ASSET GROWTH AND KEY MILESTONES Acquisition of Lake National Bank Bank on Buffalo Is Formed CAPTIAL ACTIVITY 2010: Common Equity Raise of $34.5MM 2016: $50.0MM Subordinated Debt Issued 2017: At-The-Market Capital Raise of $20.0MM 2020: Preferred Equity Capital Raise of $60.4MM 2021: $85.0MM Subordinated Debt Issuance (replacing existing Subordinated Debt) 2022: Common Equity Raise of $100.0MM 2026: $50.0MM Partial Redemption of Subordinated Debt
15 CNB BANK SENIOR MANAGEMENT MICHAEL D. PEDUZZI President, Chief Executive Officer MARTIN T. GRIFFITH Senior Executive Vice President, Chief Revenue Officer LEANNE D. KASSAB Senior Executive Vice President, Chief Experience Officer TITO L. LIMA Senior Executive Vice President, Chief Financial Officer GREGORY M. DIXON Executive Vice President, Chief Credit Officer DARRYL P. KOCH Executive Vice President, Chief Information Technology & Security Officer HEATHER J. KOPTCHAK Executive Vice President, Chief Human Resources Officer ROBIN W. MINK Executive Vice President, Chief Treasury Management Officer STEVEN R. SHILLING Executive Vice President, Chief Wealth Management Officer ANGELA D. WILCOXSON Executive Vice President, Chief Commercial Banking Officer ANNA K. “KATIE” ANDERSEN Senior Vice President, Chief Risk Officer KYLIE GRAHAM Senior Vice President, Director of Operations MICHAEL J. NOAH Executive Vice President, Chief Operating Officer & President, BankOnBuffalo
16 QUARTERLY RESULTS Q2 2026
17 PROFITABILITY NET INCOME AVAILABLE TO COMMON (1) DILUTED EARNINGS PER COMMON SHARE (1) In thousands. (2) Excludes merger related expenses and is a non-GAAP financial measure – see Appendix for reconciliations. Quarterly return metrics are annualized. Q2 2025 measures are prior to the closing of the ESSA Merger which occurred on July 23, 2025. Q1 2026 and Q2 2026 are post merger and include impact of merger. RETURN ON AVERAGE ASSETS (“ROAA”) RETURN ON AVERAGE TANGIBLE COMMON EQUITY $0.63 $0.61 $0.88 $0.91 $- $0.20 $0.40 $0.60 $0.80 $1.00 Q2 2025 Q1 2026 Q2 2026 Adj EPS (2) EPS $13,238 $12,881 $25,961 $27,229 $- $5,000 $10,000 $15,000 $20,000 $25,000 $30,000 Q2 2025 Q1 2026 Q2 2026 Net Income Adj (2) Net Income 0.92% 0.90% 1.31% 1.34% 0.0% 0.2% 0.4% 0.6% 0.8% 1.0% 1.2% 1.4% 1.6% Q2 2025 Q1 2026 Q2 2026 ROAA Adj (2) ROAA 9.98% 9.71% 14.89% 15.20% 0.0% 3.0% 6.0% 9.0% 12.0% 15.0% 18.0% Q2 2025 Q1 2026 Q2 2026 ROATCE Adj (2) ROATCE
18 LOANS AND DEPOSITS LOANS ($M) DEPOSITS ($M)(1) (1) Deposits excludes deposits held for sale. Q2 2025 measures are prior to the closing of the ESSA Merger which occurred on July 23, 2025. Q1 2026 and Q2 2026 are post merger and include impact of merger. $4,733 $6,434 $6,514 $- $1,000 $2,000 $3,000 $4,000 $5,000 $6,000 $7,000 $8,000 Q2 2025 Q1 2026 Q2 2026 $5,467 $7,140 $7,080 $- $1,000 $2,000 $3,000 $4,000 $5,000 $6,000 $7,000 $8,000 Q2 2025 Q1 2026 Q2 2026
19 NET INTEREST MARGIN (“NIM”) & EFFICIENCY RATIO NIM(1) EFFICIENCY RATIO(1) (1) Net interest margin, fully tax equivalent and Adjusted efficiency ratio, fully tax equivalent are non-GAAP financial measures – see Appendix for reconciliations. Adjusted efficiency ratio fully tax equivalent excludes merger related expenses in Q2 2025. Q2 2025 measures are prior to the closing of the ESSA Merger which occurred on July 23, 2025. Q1 2026 and Q2 2026 are post merger and include impact of merger. Quarterly figures presented are annualized. 3.60% 3.83% 3.88% 3.59% 3.84% 3.89% 3.40% 3.45% 3.50% 3.55% 3.60% 3.65% 3.70% 3.75% 3.80% 3.85% 3.90% 3.95% Q2 2025 Q1 2026 Q2 2026 NIM NIM Fully Tax Equiv. 64.73% 59.03% 57.86% 63.50% 57.32% 56.14% 50.00% 52.00% 54.00% 56.00% 58.00% 60.00% 62.00% 64.00% 66.00% Q2 2025 Q1 2026 Q2 2026 Efficiency Ratio Adjusted Efficiency Ratio, Fully Tax Equiv.
20 LOAN PORTFOLIO COMPOSITION 6/30/2026 LOAN PORTFOLIO COMPOSITION AVERAGE YIELD ON TOTAL LOANS & LOANS HELD FOR SALE Q2 2025 measures are prior to the closing of the ESSA Merger which occurred on July 23, 2025. Q1 2026 and Q2 2026 are post merger and include impact of merger. ▪ Approximately 60.5% of the loan portfolio is variable rate 6.50% 6.36% 6.38% 5.00% 5.20% 5.40% 5.60% 5.80% 6.00% 6.20% 6.40% 6.60% 6.80% 7.00% Q2 2025 Q1 2026 Q2 2026 Commercial & industrial 27.5% Commercial mortgage 37.0% Residential real estate 33.5% Consumer & other 2.0%
21 Apartments 29.1% Lodging 17.2% Mixed Use 5.2% Office 6.3% Retail 8.6% Manufacturing 4.5% Student Housing 1.1% Warehouse 2.1% Storage Units 2.2% All Other 23.7% ADDITIONAL LOAN PORTFOLIO DETAIL ▪ Well diversified Commercial & Industrial (“C&I”) portfolio with no single industry greater than 17% of total C&I portfolio ▪ CNB has proven C&I underwriting practices and strong loan loss history ▪ Commercial Mortgage portfolio is also well diversified with no single segment greater than 30% of the total Commercial Mortgage portfolio, and with the Commercial Office segment representing less than 7% of the total Commercial Mortgage portfolio C&I DETAIL (6/30/2026) COMMERCIAL MORTGAGE DETAIL (6/30/2026) (1) (1) Does not include construction loans. Manufacturing 16.3% Healthcare & Social Services 10.4% Retail 7.9% Construction 7.7% Finance and Insurance 9.8% Administrative and Support and Waste Management and Remediation Services 4.0% Other Services 6.3% Agriculture, Forestry, Fishing and Hunting 3.6% Accommodation and Food Services 4.6% Transportation and Warehousing 4.6% All Other 24.8%
22 ADDITIONAL COMMERCIAL MORTGAGE DETAIL HOSPITALITY (6/30/26)(1) (1) Markets are based upon metropolitan statistical areas. OFFICE (6/30/26)(1) MULTIFAMILY (6/30/26)(1) • Consists of 140 outstanding loans, totaling $126.3 million, or 1.94% of total loans outstanding • Nonaccrual commercial office loans that totaled $2.1 million, or 1.64% of total commercial office loans outstanding • The average outstanding balance per commercial office loan was $902 thousand • Consists of 150 outstanding loans, totaling $357.1 million, or 5.48% of total loans outstanding • There were no nonaccrual commercial lodging loans • The average outstanding balance per loan was $2.4 million • Consists of 342 outstanding loans, totaling $547.1 million, or 8.40% of total loans outstanding • Nonaccrual multifamily loans totaled $751 thousand, or 0.14% of total multifamily loans outstanding • The average outstanding balance per loan was $1.6 million Buffalo 15.20% Columbus 13.30% Pittsburgh 13.30% Cleveland 9.50% Roanoke 6.80% Other 41.90% Buffalo 8.90% State College- DuBois, 4.70% Cincinnatti 8.60% Allentown- Bethlehem- Easton 9.90% Cleveland 24.40% Other 43.50% Cleveland 24.80% Columbus 8.70% Buffalo 17.60% Philadelphia 11.50% Allentown- Bethlehem- Easton 15.20% Other 22.20%
23 CONSERVATIVE CREDIT CULTURE 6/30/2026 NONACCRUAL LOANS BY TYPE HISTORICAL ASSET QUALITY NET CHARGE-OFFS/AVERAGE LOANS(1) Note: “NPAs” means Non-Performing Assets. “ACL” means Allowance for Credit Losses. (1) Quarterly “Q” calendar periods presented are annualized. 0.28% 0.06% 0.09% 0.00% 0.05% 0.10% 0.15% 0.20% 0.25% 0.30% 0.35% Q2 2025 Q1 2026 Q2 2026 Commercial mortgage 18.2% Consumer & other 1.5% Residential real estate 28.9% Commercial & industrial 51.4% 6/30/2025 3/31/2026 6/30/2026 Nonaccrual loans $28,509 $46,139 $54,842 Loans 90+ days past due and accruing 256 106 27 Other real estate owned 1,624 2,930 3,554 Nonperforming assets $30,389 $49,175 $58,423 Nonaccrual loans / loans 0.60% 0.72% 0.84% NPAs / assets 0.48% 0.58% 0.69% ACL / nonaccrual loans 169.52% 145.33% 123.00%
24 DEPOSIT MIX 6/30/2026 DEPOSIT MIX(1) AVERAGE COST DEPOSITS (1) Deposit Mix excludes deposits classified as Deposits held for sale on the balance sheet at 6/30/2026. 2.84% 2.45% 2.42%2.40% 2.06% 2.04% 1.00% 1.50% 2.00% 2.50% 3.00% 3.50% 4.00% Q 2 2 0 2 5 Q 1 2 0 2 6 Q 2 2 0 2 6 Cost of total interest-bearing deposits Cost of total deposits ▪ Well diversified deposit portfolio ▪ Granular deposit base with average balance per account of $33 thousand ▪ Focused on continuing to reduce interest cost of deposits ▪ Strong risk profile of deposit portfolio, with core deposits at 95.7% of total deposits ▪ Treasury Management deposit portfolio comprising 21.4% of total deposit portfolio Demand - noninterest 16.2% Demand - interest 14.5% Savings 53.1% Time deposits 16.2%
25 U.S. Government sponsored entities 25.7% State & political subdivisions 10.0% Agency residential & multi-family mortgage- backed securities 60.3% Corporate notes & bonds 3.3% Pooled SBA 0.7% ▪ Total investment portfolio comprised of 11.1% of total assets, provides supplemental interest income to the loan portfolio and provides securities to meet collateral pledging needs for certain municipal deposit relationships ▪ Overall low credit risk profile with 86.7% of the portfolio comprised of government or government sponsored securities and residential & multi-family mortgage securities issued by government or government sponsored entities, as of June 30, 2026 ▪ Portfolio modified duration of 4.06 years enables CNB to reinvest cash flows to capitalize on higher interest rates SECURITIES PORTFOLIO 6/30/2026 INVESTMENT PORTFOLIO DETAIL HIGHLIGHTS (1) Accumulated other comprehensive income (loss), “AOCI” amounts included in the amount presented under Total Net Unrealized Losses. These AOCI amounts are calculated using a tax rate of 21%. As of 6/30/2026 ($000) Book Value Market Value Total Net Unrealized Losses AOCI (1) Wgt Avg Mod Dur (Yrs) Up100 Dn100 AFS $734,772 $692,513 ($42,259) ($33,385) 4.49 -4.37% 3.85% HTM 203,049 190,521 (12,528) (2,978) 2.60 -2.94% 2.45% Total $937,821 $883,034 ($54,787) ($36,363) 4.06 -4.06% 3.55% Price Vol
26 ▪ The quarter-over-quarter (“QoQ”) increase in Wealth and Asset Management fees was driven by both higher commission and advisory fees ▪ The QoQ decrease in net realized gains on available-for-sale securities was due to bond sales in Q1 2026 ▪ Higher net realized and unrealized gains QoQ on equity securities was due to market movement in deferred compensation plan assets NON-INTEREST INCOME NON-INTEREST INCOME Q2 2025 Q1 2026 Q2 2026 Wealth and asset management fees $ 2,109 $ 2,357 $ 2,728 Service charges on deposit accounts 1,656 2,034 2,010 Other service charges and fees 427 422 417 Net realized gains on available-for-sale securities - 331 - Net realized and unrealized gains (losses) on equity securities 567 (89) 707 Mortgage banking 172 341 269 Bank owned life insurance 976 986 1,167 Card processing and interchange income 2,278 2,586 2,804 Other non-interest income 823 1,030 1,200 Total non-interest income $ 9,008 $ 9,998 $ 11,302
27 ▪ The decrease QoQ in salaries and benefits was due to lower incentive compensation accruals resulting from reduced anticipated payout levels ▪ The QoQ increase in state and local taxes was primarily due to an $852 thousand sales tax refund recognized in Q1 2026 ▪ The Q1 2026 FDIC insurance premiums included an adjustment credit due to the latest FDIC assessment, lowering the overall expense for the period ▪ The QoQ increase in other non-interest expenses was driven by the timing of business development- related costs NON-INTEREST EXPENSE NON-INTEREST EXPENSE Q2 2025 Q1 2026 Q2 2026 Salaries and benefits $ 19,348 $ 24,983 $ 22,712 Net occupancy expense of premises 4,032 5,449 5,085 Amortization of core deposit intangible 16 1,005 1,016 Technology expense 5,462 7,181 7,205 Advertising expense 556 788 728 State and local taxes 1,301 821 2,046 Legal, professional, and examination fees 997 772 1,718 FDIC insurance premiums 937 807 1,021 Card processing and interchange expenses 1,253 1,507 1,470 Merger and integration costs 357 - - Other non-interest expense 5,358 5,874 7,707 Total non-interest expenses $ 39,617 $ 49,187 $ 50,708
28 CONSOLIDATED CAPITAL POSITION 6/30/2026 (1) Tangible common equity / Tangible assets is a non-GAAP financial measure - see Appendix for reconciliation. (2) Well Capitalized includes a 2.5% capital conservation buffer, resulting in minimum regulatory ratios of 7.0% Common Equity Tier 1 and 10.5% Total Risk-Based Capital. Note: Capital ratios as of June 30, 2026 are estimated pending final regulatory filings. ▪ The Corporation did not repurchase shares of common stock during the twelve months ended June 30, 2026; remaining capacity under the current program was 500,000 shares or $15.0 million as of June 30, 2026. 10.10% 8.81% 12.02% 14.53% 7.0% 10.5% 0.00% 2.00% 4.00% 6.00% 8.00% 10.00% 12.00% 14.00% 16.00% Common Equity / Total Assets Tangible Common Equity / Tangible Assets (1) Common Equity Tier 1 Ratio Total Risk Based Capital Ratio 6/30/2026 Well Capitalized (2)
29 UNINSURED DEPOSITS AND LIQUIDITY ▪ Well diversified and granular deposit base comprised of a combination of consumer, small business, commercial and public funds with an average deposit balance per account at CNB Bank of approximately $33 thousand ▪ Substantial available liquidity, which is well in excess of uninsured deposits ▪ Decrease in uninsured and adjusted uninsured deposits driven primarily by conversions to IntraFi ICS and Reich & Tang reciprocal deposit products UNINSURED DEPOSITS AVAILABLE LIQUIDITY (1) Adjustments to Uninsured Deposits include the exclusion of collateralized deposits and affiliate deposits. (2) Availability contingent on the FHLB activity-based stock ownership requirement. (3) Includes access to discount window, BIC program and Bank Term Funding Program. (4) Availability contingent on internal borrowing guidelines and Availability contingent on correspondent bank approvals at time of borrowing. ($000) 6/30/2025 3/31/2026 6/30/2026 Uninsured Deposits $1,594,402 $2,113,531 $2,070,983 Adjusted Uninsured Deposits (1) 981,972 1,273,264 1,345,596 Total CNB Bank Deposits 5,571,185 7,260,678 7,183,689 Uninsured Deposits to Total CNB Bank Deposits 28.6% 29.1% 28.8% Adjusted Uninsured Deposits to Total CNB Bank Deposits 17.6% 17.5% 18.7% ($000) 6/30/2025 3/31/2026 6/30/2026 Excess Cash at Federal Reserve $332,214 $517,652 $364,781 FHLB Borrowing Capacity (2) 1,301,656 1,864,317 1,590,940 Federal Reserve Borrowing Capacity (3) 458,944 367,740 407,918 Brokered Deposits (4) 2,073,815 2,594,469 2,595,667 Other third-party funding channels (4) 808,412 1,412,443 1,442,228 Total net available liquidity $4,975,042 $6,756,620 $6,401,534 Available Liquidity as a Multiple of Adjusted Uninsured Deposits 5.1 5.3 4.8
30 INTEREST RATE SENSITIVITY (1) The graph demonstrates the annualized result of an interest rate simulation and the estimated effect that a parallel interest rate shift, or "shock," in the yield curve and subjective adjustments in deposit pricing might have on the Corporation's projected net interest income over the next 12 months. This simulation assumes that there is no growth in interest-earning assets or interest-bearing liabilities over the next 12 months. The changes to net interest income shown above are in compliance with CNB's policy guidelines. ▪ Earnings stability across declining and rising rate environments ▪ Interest rate sensitivity based primarily on organic balance sheet execution (no external hedging utilized) 3/31/2026 12/31/2025 +300 basis points 0.4% 1.6% +200 basis points 0.7% 1.5% +100 basis points 0.5% 1.0% -100 basis points -0.9% -1.8% -200 basis points -0.1% -2.0% -300 basis points 0.6% -2.8% % Change in Net Interest Income (1)
31 MARKET VALUATION • Franchise is undervalued compared to its Peer Financial Institutions • CNB has a long history of strong profitability levels across diversified markets • Long-term historical growth in loans and deposits should lead to growth-oriented valuation • Experienced Executive Management is focused on long-term shareholder objectives 8.3x 9.4x 9.8x 10.3x 10.6x 11.0x 11.3x 11.4x 11.7x 11.8x 11.8x 11.9x 11.9x 12.4x 13.0x 13.8x 14.6x 14.7x 14.8x - 2.00 4.00 6.00 8.00 10.00 12.00 14.00 16.00 Price / Forward EPS Next Twelve Months(1) Median Value: 11.8x (1) Calculated as stock share price as a multiple of next twelve months forward earnings estimate. Chart data sourced from S&P Capital IQ on July 15, 2026.
32 MARKET VALUATION • Franchise is undervalued compared to its Peer Financial Institutions • Substantial liquidity and exceptional capital levels support a top tier market value • Disciplined underwriting coupled with conservative credit culture support long-term shareholder value • Diversified balance sheet supports proactive credit risk management and further accretion of capital (1) Calculated as stock price as a multiple of tangible book value per share. Tangible book value is calculated using the last financial period end available, March 31, 2026, tangible common equity and common shares outstanding values. Chart data sourced from S&P Capital IQ on July 15, 2026. 1.25x 1.36x 1.38x 1.38x 1.48x 1.50x 1.55x 1.57x 1.63x 1.63x 1.66x 1.68x 1.79x 1.87x 2.31x 2.37x 2.53x 2.97x 3.30x 0.00 0.50 1.00 1.50 2.00 2.50 3.00 3.50 Price / Tangible Book Value(1) Median Value: 1.63x
33 AWARDS & RECOGNITIONS • FHLB Pillars of the Community Award (2026) • Featured in NASDAQ’s Banking on You series (2026) • CNB voted Best Bank in Progressland (2026) • ERIEBANK voted Best Bank – Meadville Tribune Readers Choice (2026) • FCBank named Bank of the Year from the Ohio Bankers League (2025) • Ridge View Bank named Best in Customer Service by Smith Mountain Laker Magazine (2025)
A P P E N D I X
35 NON-GAAP RECONCILIATION This presentation contains references to financial measures that are not defined in GAAP. Management uses non-GAAP financial information in its analysis of the Corporation’s performance. Management believes that these non-GAAP measures provide a greater understanding of ongoing operations, enhance comparability of results of operations with prior periods and show the effects of significant gains and charges in the periods presented. The Corporation’s management believes that investors may use these non-GAAP measures to analyze the Corporation’s financial performance without the impact of unusual items or events that may obscure trends in the Corporation’s underlying performance. This non-GAAP data should be considered in addition to results prepared in accordance with GAAP, and is not a substitute for, or superior to, GAAP results. Limitations associated with non-GAAP financial measures include the risks that persons might disagree as to the appropriateness of items included in these measures and that different companies might calculate these measures differently. A reconciliation of these non-GAAP financial measures is provided below (dollars in thousands, except per share data).
36 NON-GAAP RECONCILIATION Dollars in thousands, except per share data June 30, 2025 March 31, 2026 June 30, 2026 June 30, 2025 June 30, 2026 Calculation of return on average tangible common equity (non-GAAP): Net income $ 13,956 $ 27,036 $ 28,304 $ 25,437 $ 55,340 Less: preferred stock dividends 1,075 1,075 1,075 2,150 2,150 Net income available to common shareholders 12,881$ 25,961$ 27,229$ 23,287$ 53,190$ Average shareholders' equity $ 633,848 $ 886,825 $ 897,293 $ 626,739 $ 892,399 Less: average goodwill & intangibles 44,058 121,859 120,838 44,066 121,346 Less: average preferred equity 57,785 57,785 57,785 57,785 57,785 Average tangible common shareholders' equity (non-GAAP) $ 532,005 $ 707,181 $ 718,670 $ 524,888 $ 713,268 Return on average equity (GAAP) (annualized) 8.83% 12.36% 12.65% 8.18% 12.51% Return on average common equity (GAAP) (annualized) 8.97% 12.70% 13.01% 8.25% 12.85% Return on average tangible common equity (non-GAAP) (annualized) 9.71% 14.89% 15.20% 8.95% 15.04% Adjusted calculation of return on average equity (non-GAAP): Net income 13,956$ 27,036$ 28,304$ 25,437$ 55,340$ Add: merger transaction related expenses, net of tax (non-GAAP) 357 - - 1,844 - Adjusted net income (non-GAAP) 14,313$ 27,036$ 28,304$ 27,281$ 55,340$ Average shareholders' equity 633,848$ 886,825$ 897,293$ 626,739$ 892,399$ Adjusted return on average equity (non-GAAP) (annualized) 9.06% 12.36% 12.65% 8.78% 12.51% Adjusted calculation of return on average tangible common equity (non-GAAP): Net income available to common shareholders 12,881$ 25,961$ 27,229$ 23,287$ 53,190$ Add: merger transaction related expenses, net of tax (non-GAAP) 357 - - 1,844 - Adjusted net income available to common shareholders 13,238$ 25,961$ 27,229$ 25,131$ 53,190$ Average tangible common shareholders' equity (non-GAAP) 532,005$ 707,181$ 718,670$ 524,888$ 713,268$ Adjusted return on average tangible common equity (non-GAAP) (annualized) 9.98% 14.89% 15.20% 9.66% 15.04% Three Months Ended Six Months Ended
37 NON-GAAP RECONCILIATION Note: ASU stands for Accounting Standard Update. Dollars in thousands, except per share data 2017 2018 2019 2020 2021 2022 2023 2024 2025 Calculation of return on average tangible common equity (non-GAAP): Net income $23,860 $33,719 $40,081 $32,743 $57,707 $63,188 $58,020 $54,575 $66,131 Less: preferred stock dividends - - - 1,147 4,302 4,302 4,302 4,302 4,302 Net Income Available to Common $23,860 $33,719 $40,081 $31,596 $53,405 $58,886 $53,718 $50,273 $61,829 Average shareholders' equity $239,223 $250,491 $285,324 $358,163 $431,062 $455,748 $550,333 $592,550 $723,241 Less: average goodwill & intangibles 40,941 39,901 39,163 41,821 44,265 44,163 44,193 44,118 81,548 Less: average preferred equity - - 20,200 57,785 57,785 57,785 57,785 57,785 Average tangible common shareholders' equity (non-GAAP) $198,282 $210,590 $246,161 $296,142 $329,012 $353,800 $448,355 $490,647 $583,908 Return on average equity (GAAP) (annualized) 9.97% 13.46% 14.05% 9.14% 13.39% 13.86% 10.54% 9.21% 9.14% Return on average tangible common equity (non-GAAP) (annualized) 12.03% 16.01% 16.28% 10.67% 16.23% 16.64% 11.98% 10.25% 10.59% Adjusted calculation of return on average tangible common equity (non-GAAP): Net Income Available to Common $23,860 $33,719 $40,081 $31,596 $53,405 $58,886 $53,718 $50,273 $61,829 Add: merger transaction related expenses and the provision adjustment related to adoption of ASU 2025-08, net of tax (non-GAAP) - - - - - - - - 11,600 Adjusted net income available to common shareholders 23,860$ 33,719$ 40,081$ 31,596$ 53,405$ 58,886$ 53,718$ 50,273$ 73,429$ Adjusted return on average tangible common equity (non-GAAP) 12.03% 16.01% 16.28% 10.67% 16.23% 16.64% 11.98% 10.25% 12.58% For the year ending December 31,
38 NON-GAAP RECONCILIATION Dollars in thousands, except per share data 2017 2018 2019 2020 2021 2022 2023 2024 2025 Shareholders' Equity $243,910 $262,830 $304,966 $416,137 $442,847 $530,762 $571,247 $610,695 $872,127 Less: Preferred Equity - - - 57,785 57,785 57,785 57,785 57,785 57,785 Common Shareholders' Equity $243,910 $262,830 $304,966 $358,352 $385,062 $472,977 $513,462 $552,910 $814,342 Goodwill and Other Intangibles 38,730 38,730 38,730 43,749 43,749 43,749 43,874 43,874 88,512 Core Deposit Intangibles 1,625 727 160 567 460 364 280 206 33,693 LESS: Total Intangible Assets $40,355 $39,457 $38,890 $44,316 $44,209 $44,113 $44,154 $44,080 $122,205 Tangible Common Equity (non-GAAP) $203,555 $223,373 $266,076 $314,036 $340,853 $428,864 $469,308 $508,830 $692,137 Total Assets $2,768,773 $3,221,521 $3,763,659 $4,729,399 $5,328,939 $5,475,179 $5,752,957 $6,192,010 $8,396,435 Goodwill and Other Intangibles 38,730 38,730 38,730 43,749 43,749 43,749 43,874 43,874 88,512 Core Deposit Intangibles 1,625 727 160 567 460 364 280 206 33,693 LESS: Total Intangible Assets $40,355 $39,457 $38,890 $44,316 $44,209 $44,113 $44,154 $44,080 $122,205 Tangible Assets (non-GAAP) $2,728,418 $3,182,064 $3,724,769 $4,685,083 $5,284,730 $5,431,066 $5,708,803 $6,147,930 $8,274,230 Tangible Common Equity / Tangible Assets (non-GAAP) 7.46% 7.02% 7.14% 6.70% 6.45% 7.90% 8.22% 8.28% 8.36% Ending Shares Outstanding 15,264,740 15,207,281 15,247,985 16,833,008 16,855,062 21,121,346 20,896,439 20,987,992 29,473,352 Book Value Per Common Share $15.98 $17.28 $20.00 $21.29 $22.85 $22.39 $24.57 $26.34 $27.63 Tangible Book Value Per Common Share (non-GAAP) $13.33 $14.69 $17.45 $18.66 $20.22 $20.30 $22.46 $24.24 $23.48 As of December 31,
39 NON-GAAP RECONCILIATION Dollars in thousands, except per share data 2025 2026 Shareholders' Equity $637,281 $909,447 Less: Preferred Equity 57,785 57,785 Common Shareholders' Equity $579,496 $851,662 Goodwill and Other Intangibles 43,874 87,465 Core Deposit Intangibles 173 31,672 LESS: Total Intangible Assets $44,047 $119,137 Tangible Common Equity (non-GAAP) $535,449 $732,525 Total Assets $6,318,477 $8,432,169 Goodwill and Other Intangibles 43,874 87,465 Core Deposit Intangibles 173 31,672 LESS: Total Intangible Assets $44,047 $119,137 Tangible Assets (non-GAAP) $6,274,430 $8,313,032 Tangible Common Equity / Tangible Assets (non-GAAP) 8.53% 8.81% Ending Shares Outstanding 21,119,894 29,621,999 Book Value Per Common Share $27.44 $28.75 Tangible Book Value Per Common Share (non-GAAP) $25.35 $24.73 As of June 30,
40 NON-GAAP RECONCILIATION Dollars in thousands, except per share data June 30, 2025 March 31, 2026 June 30, 2026 June 30, 2025 June 30, 2026 Basic earnings per common share computation: Net income available to common shareholders $ 12,881 $ 25,961 $ 27,229 $ 23,287 $ 53,190 Less: net income available to common shareholders allocated to participating securities 120 237 256 199 491 Net income available to common shareholders allocated to common stock $ 12,761 $ 25,724 $ 26,973 $ 23,088 $ 52,699 Weighted average common shares outstanding, including shares considered participating securities 21,053 29,576 29,627 21,018 29,602 Less: average participating securities 172 259 273 144 266 Weighted average shares 20,881 29,317 29,354 20,874 29,336 Basic earnings per common share $ 0.61 $ 0.88 $ 0.92 $ 1.11 $ 1.80 Diluted earnings per common share computation: Net income available to common shareholders allocated to common stock $ 12,761 $ 25,724 $ 26,973 $ 23,088 $ 52,699 Weighted average common shares outstanding for basic earnings per common share 20,881 29,317 29,354 20,874 29,336 Add: dilutive effect of stock compensation 72 122 138 65 130 Weighted average shares and dilutive potential common shares 20,953 29,439 29,492 20,939 29,466 Diluted earnings per common share $ 0.61 $ 0.88 $ 0.91 $ 1.10 $ 1.79 Adjusted basic earnings per common share computation (non-GAAP): Net income available to common shareholders $ 12,881 $ 25,961 $ 27,229 $ 23,287 $ 53,190 Add: merger transaction related expenses and the provision adjustment related to adoption of ASU 2025-08, net of tax (non-GAAP) 357 - - 1,844 - Less: net income available to common shareholders allocated to participating securities 120 237 256 199 491 Adjustment to net income available to common shareholders allocated to participating securities for merger transaction related expenses and the and the provision adjustment related to adoption of ASU 2025-08, net of tax (non-GAAP) 3 - - 12 - Adjusted net income available to common shareholders allocated to common stock (non-GAAP) $ 13,115 $ 25,724 $ 26,973 $ 24,920 $ 52,699 Weighted average common shares outstanding, including shares considered participating securities 21,053 29,576 29,627 21,018 29,602 Less: average participating securities 172 259 273 144 266 Weighted average shares 20,881 29,317 29,354 20,874 29,336 Adjusted basic earnings per common share (non-GAAP) $ 0.63 $ 0.88 $ 0.92 $ 1.19 $ 1.80 Adjusted diluted earnings per common share computation (non-GAAP): Adjusted net income available to common shareholders allocated to common stock (non-GAAP) $ 13,115 $ 25,724 $ 26,973 $ 24,920 $ 52,699 Weighted average common shares outstanding for basic earnings per common share 20,881 29,317 29,354 20,874 29,336 Add: dilutive effect of stock compensation 72 122 138 65 130 Weighted average shares and dilutive potential common shares 20,953 29,439 29,492 20,939 29,466 Adjusted diluted earnings per common share (non-GAAP) $ 0.63 $ 0.88 $ 0.91 $ 1.19 $ 1.79 Three Months Ended Six Months Ended
41 NON-GAAP RECONCILIATION Dollars in thousands, except per share data 2017 2018 2019 2020 2021 2022 2023 2024 2025 Net Income Available to Common Shareholders $23,860 $33,719 $40,081 $31,596 $53,405 $58,886 $53,718 $50,273 $61,829 LESS: Net Income Allocated to Participating Securities 135 150 147 100 183 229 283 388 476 Net Income Allocated to Common Stock $23,725 $33,569 $39,934 $31,496 $53,222 $58,657 $53,435 $49,885 $61,353 Weighted Average Common Shares Outstanding, Including Participating Securities 15,212 15,274 15,219 16,048 16,875 18,057 21,010 20,993 24,755 LESS: Average Participating Securities 80 64 55 48 55 70 106 155 169 Weighted Average Shares 15,132 15,210 15,164 16,000 16,820 17,987 20,904 20,838 24,586 Basic Earnings Per Common Share $1.57 $2.21 $2.63 $1.97 $3.16 $3.26 $2.56 $2.39 $2.50 Weighted Average Shares 15,132 15,210 15,164 16,000 16,820 17,987 20,904 20,838 24,586 ADD: Dilutive Effects of Performance Based Shares - - - - - 33 40 62 83 Weighted Average Shares and Dilutive Potential Common Shares 15,132 15,210 15,164 16,000 16,820 18,020 20,944 20,900 24,669 Diluted Earnings Per Common Share $1.57 $2.21 $2.63 $1.97 $3.16 $3.26 $2.55 $2.39 $2.49 Net Income Available to Common Shareholders $23,860 $33,719 $40,081 $31,596 $53,405 $58,886 $53,718 $50,273 $61,829 ADD: Merger Costs, Prepayment Penalties and Branch Closure Costs (net of tax) - - 134 10,168 - - - - 11,521 Adjusted Net Income Available to Common Shareholders $23,860 $33,719 $40,215 $41,764 $53,405 $58,886 $53,718 $50,273 $73,350 LESS: Net Income Allocated to Participating Securities 135 150 147 100 183 229 283 388 476 Adjusted Net Income Allocated to Common Stock $23,725 $33,569 $40,068 $41,664 $53,222 $58,657 $53,435 $49,885 $72,874 Weighted Average Shares and Dilutive Potential Common Shares 15,132 15,210 15,164 16,000 16,820 17,987 20,944 20,900 24,669 Adjusted Diluted Earnings Per Common Share $1.57 $2.21 $2.64 $2.60 $3.16 $3.26 $2.55 $2.39 $2.95 For the year ending December 31,
42 NON-GAAP RECONCILIATION June 30, 2025 March 31, 2026 June 30, 2026 June 30, 2025 June 30, 2026 Calculation of merger transaction related expenses, net of tax (non-GAAP) (1): Merger and integration costs - non deductible $ 357 $ - $ - $ 1,684 $ - Merger and integration costs - deductible - - - 202 - Statutory federal tax rate 21% 21% 21% 21% 21% Tax benefit (expense) of merger and integration costs (non-GAAP) - - - 42 - Merger transaction related expenses - deductible, net of tax - - - 160 - Merger transaction related expenses, net of tax (non-GAAP) $ 357 $ - $ - $ 1,844 $ - June 30, 2025 March 31, 2026 June 30, 2026 June 30, 2025 June 30, 2026 Calculation of net income available to common (GAAP): Net income $ 13,956 $ 27,036 $ 28,304 $ 25,437 $ 55,340 Less: preferred stock dividends 1,075 1,075 1,075 2,150 2,150 Net income available to common shareholders $ 12,881 $ 25,961 $ 27,229 $ 23,287 $ 53,190 Adjusted calculation of net income available to common (non-GAAP): Net income available to common shareholders $ 12,881 $ 25,961 $ 27,229 $ 23,287 $ 53,190 Add: merger transaction related expenses, net of tax (non-GAAP) 357 - - 1,844 - Adjusted net income available to common shareholders (non-GAAP) $ 13,238 $ 25,961 $ 27,229 $ 25,131 $ 53,190 Three Months Ended Six Months Ended Three Months Ended Six Months Ended (1) Merger transaction related expenses represent legal, advisory, technology, and other expenses directly related to the ESSA acquisition. Management believes exclusion of these non-recurring charges provides more meaningful period-over-period comparisons of operating performance.
43 NON-GAAP RECONCILIATION June 30, 2025 March 31, 2026 June 30, 2026 June 30, 2025 June 30, 2026 Calculation of return on average assets: Net income $ 13,956 $ 27,036 $ 28,304 $ 25,437 $ 55,340 Average total assets 6,235,036$ 8,365,126$ 8,475,376$ 6,227,901$ 8,420,866$ Return on average assets (GAAP) (annualized) 0.90% 1.31% 1.34% 0.82% 1.33% Adjusted calculation of return on average assets (non-GAAP): Net income 13,956 27,036 28,304 25,437 55,340 Add: merger transaction related expenses, net of tax (non-GAAP) $ 357 $ - $ - $ 1,844 $ - Adjusted net income $ 14,313 $ 27,036 $ 28,304 $ 27,281 $ 55,340 Average total assets 6,235,036$ 8,365,126$ 8,475,376$ 6,227,901$ 8,420,866$ Adjusted return on average assets (non-GAAP) (annualized) 0.92% 1.31% 1.34% 0.88% 1.33% Three Months Ended Six Months Ended
44 NON-GAAP RECONCILIATION June 30, 2025 March 31, 2026 June 30, 2026 Calculation of net interest margin: Interest income $ 85,771 $ 112,038 $ 115,656 Interest expense 33,574 38,715 39,312 Net interest income 52,197$ 73,323$ 76,344$ Average total earning assets $ 5,817,121 $ 7,761,592 $ 7,883,060 Net interest margin (GAAP) (annualized) 3.60% 3.83% 3.88% Calculation of net interest margin (fully tax equivalent basis) (non-GAAP): Interest income 85,771$ 112,038$ 115,656$ Tax equivalent adjustment (non-GAAP) 265 398 497 Adjusted interest income (fully tax equivalent basis) (non-GAAP) 86,036 112,436 116,153 Interest expense 33,574 38,715 39,312 Net interest income (fully tax equivalent basis) (non-GAAP) 52,462$ 73,721$ 76,841$ Average total earning assets 5,817,121$ 7,761,592$ 7,883,060$ Less: average mark to market adjustment on investments (non-GAAP) (42,592) (32,170) (40,194) Adjusted average total earning assets, net of mark to market (non-GAAP) 5,859,713$ 7,793,762$ 7,923,254$ Net interest margin, fully tax equivalent basis (non-GAAP) (annualized) 3.59% 3.84% 3.89% Three Months Ended
45 NON-GAAP RECONCILIATION June 30, 2025 March 31, 2026 June 30, 2026 Calculation of efficiency ratio: Non-interest expense $ 39,617 $ 49,187 $ 50,708 Non-interest income 9,008$ 9,998$ 11,302$ Net interest income 52,197 73,323 76,344 Total revenue $ 61,205 $ 83,321 $ 87,646 Efficiency ratio 64.73% 59.03% 57.86% Calculation of efficiency ratio (fully tax equivalent basis) (non-GAAP): Non-interest expense $ 39,617 $ 49,187 $ 50,708 Less: core deposit intangible amortization 16 1,005 1,016 Adjusted non-interest expense (non-GAAP) 39,601$ 48,182$ 49,692$ Non-interest income 9,008$ 9,998$ 11,302$ Net interest income 52,197$ 73,323$ 76,344$ Less: tax exempt investment and loan income, net of TEFRA (non-GAAP) 1,451 1,965 2,391 Add: tax exempt investment and loan income (fully tax equivalent basis) (non-GAAP) 2,046 2,704 3,265 Adjusted net interest income (fully tax equivalent basis) (non-GAAP) 52,792 74,062 77,218 Adjusted net revenue (fully tax equivalent basis) (non-GAAP) 61,800$ 84,060$ 88,520$ Efficiency ratio (fully tax equivalent basis) (non-GAAP) 64.08% 57.32% 56.14% Adjusted calculation of efficiency ratio (fully tax equivalent basis) (non-GAAP): Adjusted non-interest expense (non-GAAP) 39,601$ 48,182$ 49,692$ Less: merger and integration costs (non-GAAP) 357 - - Adjusted non-interest expense (non-GAAP) 39,244$ 48,182$ 49,692$ Adjusted net revenue (fully tax equivalent basis) (non-GAAP) 61,800$ 84,060$ 88,520$ Adjusted efficiency ratio (fully tax equivalent basis) (non-GAAP) 63.50% 57.32% 56.14% Three Months Ended
The common and preferred stock of the Corporation trade on the NASDAQ Global Select Market under the symbols CCNE and CCNEP, respectively.
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