CNB Financial Corporation Reports Fourth Quarter and Full-Year 2025 Results

CLEARFIELD, Pa., Jan. 27, 2026 (GLOBE NEWSWIRE) — CNB Financial Corporation (“Corporation”) (NASDAQ: CCNE), the parent company of CNB Bank, today announced its earnings for the three and twelve months ended December 31, 2025.

Earnings – Net income available to common shareholders (“earnings”) was $32.6 million, or $1.10 per diluted share, for the three months ended December 31, 2025, compared to $6.0 million, or $0.22 per diluted share, for the three months ended September 30, 2025, and $14.0 million, or $0.66 per diluted share, for the three months ended December 31, 2024.

Excluding after-tax merger and integration costs (“merger transaction related expenses”) related to the Corporation’s acquisition of ESSA Bancorp, Inc. (“ESSA”) and the impacts of the adjustment to the provision for credit losses with the Corporation’s adoption of Accounting Standard Update (“ASU”) 2025-08, Financial Instruments – Credit Losses (Topic 326): Purchased Loans (“provision adjustment related to adoption of ASU 2025-08″), as discussed in further detail below, adjusted earnings for the three months ended December 31, 2025, a non-GAAP measure, were $25.8 million, or $0.87 per diluted share.1 This represents an increase of $3.3 million, or 14.74%, and $0.05 per diluted share, or 6.10%, compared to adjusted earnings of $22.5 million, or $0.82 per diluted share, for the three months ended September 30, 2025.1

Loans – Excluding $70.8 million of syndicated loan balances, loans were $6.4 billion as of December 31, 2025. Organic loan growth for the quarter was $26.6 million, or 0.42% (1.65% annualized), compared to September 30, 2025.1 Organic loan growth for the full year of 2025, excluding loans acquired from the ESSA transaction in July 2025, was $218.8 million or an increase of 4.83% compared to December 31, 2024.

Deposits – At December 31, 2025, total deposits were $7.0 billion. Including $88.1 million in deposits classified as held for sale, organic deposit growth for the quarter totaled $122.1 million, or 2.21% (8.75% annualized), compared to September 30, 2025.1 Organic deposit growth for the full year of 2025, excluding deposits assumed from the ESSA transaction in July 2025, was $288.1 million or an increase of 5.36% compared to December 31, 2024.

Net Interest Margin – Net interest margin was 3.84% for the three months ended December 31, 2025, compared to 3.69% for the three months ended September 30, 2025. Net interest margin on a fully tax-equivalent basis, a non-GAAP measure, was 3.84% and 3.69%, for the three months ended December 31, 2025 and September 30, 2025, respectively.1 Included in net interest margin on a fully tax-equivalent basis was $3.2 million and $3.4 million of purchase accounting loan accretion for the three months ended December 31, 2025 and September 30, 2025, respectively.

Credit Quality – Total nonperforming assets were approximately $42.2 million, or 0.50% of total assets, as of December 31, 2025, compared to $40.4 million, or 0.49% of total assets, as of September 30, 2025.

Net loan charge-offs were $1.5 million, or 0.09% (annualized) of average total loans and loans held for sale, for the three months ended December 31, 2025, compared to $957 thousand, or 0.06% (annualized) of average total loans and loans held for sale, during the three months ended September 30, 2025.

Capital – Book value per common share was $27.63 and $26.68 at December 31, 2025 and September 30, 2025, respectively. Excluding after-tax merger transaction related expenses and the provision adjustment related to adoption of ASU 2025-08, book value per common share was $28.02 at December 31, 2025, reflecting an increase of $0.72, or 2.64%, from $27.30 at September 30, 2025.1 Tangible book value per common share, a non-GAAP measure, was $23.48 and $22.32 as of December 31, 2025 and September 30, 2025, respectively.1 Excluding after-tax merger transaction related expenses and the provision adjustment related to adoption of ASU 2025-08, tangible book value per common share was $23.88 as of December 31, 2025, reflecting an increase of $0.94, or 4.10%, from $22.94 as of September 30, 2025.1

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 comparability of results of operations with prior periods and show 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.

Earnings were $32.6 million, or $1.10 per diluted share for the three months ended December 31, 2025, compared to $6.0 million, or $0.22 per diluted share, for the three months ended September 30, 2025, and $14.0 million, or $0.66 per diluted share, for the three months ended December 31, 2024. Excluding after-tax merger transaction related expenses and provision adjustment related to adoption of ASU 2025-08, adjusted earnings for the three months ended December 31, 2025, were $25.8 million, or $0.87 per diluted share. This represents an increase of $3.3 million, or 14.74%, and $0.05 per diluted share, or 6.10%, compared to adjusted earnings of $22.5 million, or $0.82 per diluted share, for the three months ended September 30, 2025.1 The quarterly increase in adjusted earnings was driven by higher net interest income and non-interest income, partially offset by increased non-interest expenses, as discussed below. Excluding after-tax merger transaction related expenses and provision adjustment related to adoption of ASU 2025-08 in the fourth quarter of 2025, earnings and diluted earnings per share, when compared to earnings of $14.0 million, or $0.66 per diluted share, in the quarter ended December 31, 2024, increased $11.9 million, or 84.78%, and $0.21 per diluted share, or 31.82%, due primarily to the overall impact of the acquisition of ESSA, coupled with higher net interest income, partially offset by an increase in non-interest expense.1

Earnings were $61.8 million, or $2.49 per diluted share, for the year ended December 31, 2025. Excluding after-tax merger transaction related expenses, adjusted earnings were $73.4 million, or $2.95 per diluted share, for the year ended December 31, 2025, reflecting an increase of $23.2 million, or 46.06%, and $0.56 per diluted share, or 23.43%, compared to earnings of $50.3 million, or $2.39 per diluted share, for the year ended December 31, 2024.1 The full-year increase was primarily due to the overall impact of the acquisition of ESSA, coupled with an increase in net interest income, partially offset by an increase in non-interest expense, as discussed in more detail below.

At December 31, 2025, loans totaled $6.4 billion, excluding $70.8 million of syndicated loans. Organic loans increased $26.6 million, or 0.42% (1.65% annualized) compared to September 30, 2025. Excluding $1.7 billion in loans, net of estimated purchase accounting fair value adjustments, acquired in the ESSA acquisition, organic loan growth for the full year was $218.8 million, or an increase of 4.83%, compared to December 31, 2024.1 The increase in loans for the quarter ended December 31, 2025, compared to the quarter ended September 30, 2025, was primarily driven by growth in the Ridge View Bank and BankOnBuffalo markets, partially offset by the sale of certain commercial real estate loans of approximately $44.3 million throughout the Corporation’s various markets. The full-year increase in loans as of December 31, 2025, compared to December 31, 2024, was primarily driven by growth in the Ridge View Bank, BankOnBuffalo, and legacy CNB Bank and ERIEBANK markets and loan activity in CNB Bank’s Private Banking division.

At December 31, 2025, the syndicated loan portfolio totaled $70.8 million, or 1.09% of total loans, compared to $71.9 million, or 1.11% of total loans, at September 30, 2025 and $79.9 million, or 1.73% of total loans, at December 31, 2024. The decrease in syndicated lending balances of $9.1 million compared to December 31, 2024 reflects net scheduled amortization and prepayments of credits in excess of added holdings, with no recorded charge-offs in the syndicated portfolio in 2025. The Corporation continues to 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, and a complement to the Corporation’s loan growth from its in-market customer relationships.

At December 31, 2025, total deposits were $7.0 billion. Including $88.1 million in deposits classified as held for sale, total deposits increased $122.1 million, or 2.21% (8.75% annualized), compared to September 30, 2025. Excluding $1.5 billion in deposits, net of estimated purchase accounting fair value adjustments, assumed in the ESSA acquisition and including $88.1 million in deposits classified as held for sale, total deposits increased $288.1 million, or 5.36%, compared to December 31, 2024.1 The $88.1 million in deposits classified as held for sale as of December 31, 2025 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 increase in organic deposit balances as of December 31, 2025, compared to September 30, 2025, was driven primarily by growth in Treasury Management activities with municipal deposit relationships. The year-over-year increase in organic deposit balances was primarily attributable to retail account growth, as well as an increase in Treasury Management-sourced business including municipal deposits. Additional deposit and liquidity profile details were as follows:

At December 31, 2025, the total estimated uninsured deposits for CNB Bank were approximately $2.0 billion, or approximately 28.13% of total CNB Bank deposits. When excluding $18.4 million of affiliate company deposits and $680.4 million of pledged-investment collateralized deposits, adjusted total estimated uninsured deposits as of December 31, 2025 were approximately $1.3 billion, or approximately 18.33% of total CNB Bank deposits.

The level of adjusted uninsured deposits at December 31, 2025 decreased compared to the level at September 30, 2025. The total estimated uninsured deposits for CNB Bank at September 30, 2025 were approximately $2.1 billion, or approximately 30.02% of total CNB Bank deposits. Excluding $23.4 million of affiliate company deposits and $734.1 million of pledged-investment collateralized deposits, adjusted total estimated uninsured deposits as of September 30, 2025 were approximately $1.4 billion, or approximately 20.55% of total CNB Bank deposits.

At December 31, 2025, the Corporation had $441.5 million of cash equivalents held in CNB Bank’s interest-bearing deposit account at the Federal Reserve. These excess funds, when combined with collective contingent liquidity resources of $6.7 billion including (i) available borrowing capacity from 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 December 31, 2025 to be approximately 5.5 times the estimated amount of adjusted uninsured deposit balances discussed above.

At December 31, 2025, the Corporation had $164.0 million outstanding in short-term borrowings. The Corporation had $181.6 million outstanding short-term borrowings as of September 30, 2025 and no outstanding short-term borrowings as of December 31, 2024. The decrease in short-term borrowings during the fourth quarter was primarily attributable to a net increase in overall liquidity resultant primarily from growth in deposits during the fourth quarter. The increase in short-term borrowings at December 31, 2025 compared to December 31, 2024 was attributable to borrowings assumed with the ESSA acquisition.

At December 31, 2025, the Corporation’s pre-tax net unrealized losses on the combined portfolios of available-for-sale and held-to-maturity securities totaled $47.0 million, or 5.39% of total shareholders’ equity, compared to $49.8 million, or 5.90% of total shareholders’ equity, at September 30, 2025, and $74.8 million, or 12.25% of total shareholders’ equity, at December 31, 2024. The change in unrealized losses during the fourth quarter 2025 compared to the fourth quarter of 2024, as well as for the year ended December 31, 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 December 31, 2025, September 30, 2025, and December 31, 2024 if the net unrealized losses at the respective dates were fully recognized.

Total nonperforming assets were $42.2 million, or 0.50% of total assets, as of December 31, 2025, compared to $40.4 million, or 0.49% of total assets, as of September 30, 2025. Total nonperforming assets were $59.5 million, or 0.96% of total assets, as of December 31, 2024. The decrease of $17.3 million at December 31, 2025 compared to December 31, 2024 was primarily driven by the resolution of several loans, as previously disclosed, coupled with paydowns of existing nonperforming assets, partially offset by certain ESSA-related additions. Net loan charge-offs were $1.5 million, or 0.09% (annualized) of average total loans and loans held for sale, for the three months ended December 31, 2025, compared to $957 thousand, or 0.06% (annualized) of average total loans and loans held for sale, during the three months ended September 30, 2025, and $2.1 million, or 0.19% (annualized) of average total loans and loans held for sale, during the three months ended December 31, 2024.

Pre-provision net revenue (“PPNR”), a non-GAAP measure, was $26.3 million for the three months ended December 31, 2025 and $27.5 million for the three months ended September 30, 2025.1 Excluding merger and integration costs, adjusted PPNR was $34.1 million for the three months ended December 31, 2025, compared to $31.7 million and $21.6 million for the three months ended September 30, 2025 and December 31, 2024, respectively.1 The quarter-over-quarter increase in adjusted PPNR was driven by higher net interest income and non-interest income, partially offset by an increase in non-interest expense. For the three months ended December 31, 2025, the increase compared to the three months ended December 31, 2024 was primarily attributable to stronger net interest income, partially offset by higher non-interest expenses. PPNR was $91.3 million for the year ended December 31, 2025.1 Excluding merger and integration costs, adjusted PPNR was $105.1 million for the year ended December 31, 2025, compared to $76.6 million for the year ended December 31, 2024.1 The increase in year-to-date adjusted PPNR, when compared to the PPNR for the year ended December 31, 2024, was primarily due to the overall impact of incremental PPNR resulting from the acquisition of ESSA, coupled with an increase in net interest income across the legacy franchise for the year, partially offset by an increase in non-interest expense.

Michael Peduzzi, President & CEO of the Corporation, positively reflected on the reported results, stating: “The fourth quarter represented both a capstone period in a historically significant calendar year for the Corporation, and a new beginning of positive post-merger performance capabilities being the first full quarter of results following the acquisition of ESSA Bancorp in July 2025. These positive results are indicative of several notable achievements:

The organic increases in loans, deposits, and earnings of the core franchise for the year, excluding the ESSA merger-related impacts, reflected a strong legacy banking foundation with positive operating leverage to support the significant franchise growth experienced with both the ESSA acquisition and continued expansion of established market positions.

The quality of the acquired ESSA franchise, reflected by the amazing employees added to the CNB Bank Team, the overall solid credit performance of acquired loans, the reasonable stability of the ESSA deposit base, and the operating income and fee-based earnings potential of the ESSA Bank division, aligns with key expectations of the Corporation from the transaction due diligence and merger integration processes.

The successful addition and systems integration of an institution that represented an over 30% increase to the Corporation’s total assets, and related high volume of underlying customer loan, deposit, and wealth management accounts, demonstrates the CNB Team’s ability to both successfully plan for, evaluate, and manage large scale growth, and have the excess and efficient capacity for greater economies-of-scale from both the ESSA acquisition and future growth.

The core capital soundness of the Corporation, enhanced by the common equity capital raised in 2022, provides a sound basis for successful deployment of such capital for qualitative franchise expansion to promote the benefits of both sustainable accretive earnings and long-term shareholder value growth.

We appreciate the support of our Board and valued investors through this important period of transition and growth for CNB, and look forward to continued sound performance and mutual success for the collective benefit of our investors, customers, and communities.”

Other Balance Sheet Highlights

Book value per common share was $27.63 and $26.68 at December 31, 2025 and September 30, 2025, respectively. Excluding after-tax merger transaction related expenses and the provision adjustment related to adoption of ASU 2025-08, book value per common share was $28.02 at December 31, 2025, reflecting an increase of $0.72, or 2.64%, from $27.30 at September 30, 2025 and a year-over-year increase of $1.68, or 6.38%, from $26.34 at December 31, 2024.1 Tangible book value per common share, a non-GAAP measure, was $23.48 and $22.32 as of December 31, 2025 and September 30, 2025, respectively.1 Excluding after-tax merger transaction related expenses and the provision adjustment related to adoption of ASU 2025-08, tangible book value per common share was $23.88 as of December 31, 2025, reflecting an increase of $0.94, or 4.10%, from $22.94 as of September 30, 2025 and a year-over-year decrease of $0.36 or 1.49%, from $24.24 as of December 31, 2024.1 The increases in book value per common share and tangible book value per common share, excluding after-tax merger transaction related expenses and the provision adjustment related to adoption of ASU 2025-08, from September 30, 2025 to December 31, 2025 was primarily due to an increase in retained earnings (net of the payment of common and preferred stock dividends).1 The increase in book value per common share, excluding after-tax merger transaction related expenses, from December 31, 2024 to December 31, 2025 was primarily due to an increase in retained earnings (net of the payment of common and preferred stock dividends), coupled with a decrease 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.1 Tangible book value per common share decreased, excluding after-tax merger transaction related expenses, from December 31, 2024 to December 31, 2025, driven by the number of common shares outstanding as a result of the issuance of 8.4 million common shares as consideration for the ESSA acquisition, coupled with the increase in acquisition-related goodwill and core deposit intangibles of $44.6 million and $33.5 million, respectively, partially offset by the increase in retained earnings (net of the payment of common and preferred stock dividends), coupled with a decrease 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.1

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 given 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 December 31, 2025, 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:

There were 147 outstanding loans, totaling $150.4 million, or 2.32% of total loans outstanding;

There were no nonaccrual commercial office loans;

There were three past-due commercial office loans that totaled $2.3 million, or 1.54% of the total office loans outstanding; and

The average outstanding balance per commercial office loan was $1.0 million.

Commercial hospitality loans:

There were 153 outstanding loans, totaling $320.6 million, or 4.94% 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 $2.1 million.

Commercial multifamily loans:

There were 375 outstanding loans, totaling $601.4 million, or 9.26% of total loans outstanding;

There were two nonaccrual commercial multifamily loans that totaled $799 thousand, or 0.13% of total multifamily loans outstanding;

There was one past-due commercial multifamily loan that totaled $645 thousand, or 0.11% 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.

Annualized return on average equity was 15.58% and 3.60% for the three months ended December 31, 2025 and September 30, 2025, respectively. Excluding after-tax merger transaction related expenses and the provision adjustment related to adoption of ASU 2025-08, annualized return on average equity was 12.46% for the three months ended December 31, 2025, compared to 12.05% and 9.79%, for the three months ended September 30, 2025 and December 31, 2024, respectively.1 Return on average equity was 9.14% for the year ended December 31, 2025. Excluding after-tax merger transaction related expenses, return on average equity was 10.75% for the year ended December 31, 2025, compared to 9.21% for the year ended December 31, 2024.1

Annualized return on average tangible common equity, a non-GAAP measure, was 19.29% and 3.87% for the three months ended December 31, 2025 and September 30, 2025, respectively.1 Excluding after-tax merger transaction related expenses and the provision adjustment related to adoption of ASU 2025-08, annualized return on average tangible common equity was 15.30% for the three months ended December 31, 2025, compared to 14.62%, excluding after-tax merger and integration costs, and 10.90% for the three months ended September 30, 2025 and December 31, 2024, respectively.1 Return on average tangible common equity was 10.59% for the year ended December 31, 2025. Excluding after-tax merger transaction related expenses, return on average tangible common equity was 12.58% for the year ended December 31, 2025, compared to 10.25% for the year ended December 31, 2024.1

The Corporation’s efficiency ratio was 69.55% and 64.56% for the three months ended December 31, 2025 and September 30, 2025, respectively, and 67.73% and 62.97%, 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 58.80% for the three months ended December 31, 2025, compared to 57.67% and 63.02% for the three months ended September 30, 2025 and December 31, 2024, respectively.1 The quarter-over-quarter increase was primarily driven by higher non-interest expense, partially offset by increased 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 67.64% for the year ended December 31, 2025, and 66.35% on a fully tax-equivalent basis.1 Excluding merger and integration costs, the efficiency ratio on a fully tax-equivalent basis was 61.49% for the year ended December 31, 2025, compared to 65.47% for the year ended December 31, 2024.1 The year-over-year decrease was primarily driven by higher net interest income, partially offset by higher non-interest expense, and also reflected the anticipated economies-of-scale operational efficiencies resulting from the ESSA acquisition.

Total revenue (net interest income plus non-interest income) was $86.4 million for the three months ended December 31, 2025, compared to $77.7 million and $59.4 million for the three months ended September 30, 2025 and December 31, 2024, respectively.

Net interest income was $74.3 million for the three months ended December 31, 2025, compared to $67.1 million and $49.0 million for the three months ended September 30, 2025 and December 31, 2024, respectively. When comparing the fourth quarter of 2025 to the third quarter of 2025, the increase in net interest income of $7.2 million, or 10.65% (42.26% annualized), was primarily due to the ESSA acquisition, coupled with organic loan growth. Included in the fourth quarter and third quarter of 2025 were $3.2 million and $3.4 million, respectively, in purchase accounting loan accretion. This accretion reflects the recognition of estimated fair value marks on acquired loans, which are accreted into interest income over the expected life of the assets.

Net interest margin was 3.84%, 3.69%, and 3.44% for the three months ended December 31, 2025, September 30, 2025, and December 31, 2024, respectively. Net interest margin on a fully tax-equivalent basis, a non-GAAP measure, was 3.84%, 3.69% and 3.43% for the three months ended December 31, 2025, September 30, 2025, and December 31, 2024, respectively.1 Excluding the $3.2 million and $3.4 million in purchase accounting loan accretion in the fourth quarter of 2025 and third quarter of 2025, respectively, the net interest margin on a fully tax-equivalent basis for the three months ended December 31, 2025 and September 30, 2025 was 3.68% and 3.50%, respectively.1

The yield on earning assets of 5.97% for the three months ended December 31, 2025 increased 1 basis point compared to September 30, 2025 and increased 13 basis points compared to December 31, 2024. The increase in yield in the fourth quarter of 2025 compared to the quarter ended December 31, 2024 was primarily attributable to the ESSA acquisition, including $3.2 million in purchase accounting loan accretion for the period from September 30, 2025 through December 31, 2025.

The cost of interest-bearing liabilities was 2.65% for the three months ended December 31, 2025, representing a decrease of 18 basis points from September 30, 2025 and a decrease of 38 basis points from December 31, 2024. The decrease in the cost of interest-bearing liabilities is primarily the result of the Corporation’s targeted interest-bearing deposit rate decreases in response to the Federal Reserve rate decreases since mid-September 2024, coupled with the benefit of ESSA’s lower overall interest cost of deposits.

Total revenue was $282.2 million for the year ended December 31, 2025 compared to $226.6 million for the year ended December 31, 2024.

Net interest income was $242.0 million for the year ended December 31, 2025 compared to $187.5 million for the year ended December 31, 2024. When comparing the year ended December 31, 2025 to the year ended December 31, 2024, the increase in net interest income of $54.6 million, or 29.11%, was due to investment and loan growth, coupled with the impact of the ESSA acquisition, including $6.6 million in purchase accounting loan accretion realized for the period from the July 23, 2025 acquisition date through December 31, 2025.

Net interest margin was 3.65% and 3.41% for the year ended December 31, 2025 and December 31, 2024, respectively. Net interest margin on a fully tax-equivalent basis, a non-GAAP measure, was 3.65% and 3.39% for the year ended December 31, 2025 and December 31, 2024, respectively.1 Excluding the $6.6 million in purchase accounting loan accretion, net interest margin on a fully tax-equivalent basis for the year ended December 31, 2025 was 3.55%.1

The yield on earning assets of 5.90% for the year ended December 31, 2025 increased 2 basis points from December 31, 2024. The increase in yield compared to December 31, 2024 was primarily attributable to the $6.6 million in purchase accounting loan accretion.

The cost of interest-bearing liabilities of 2.81% for the year ended December 31, 2025 decreased 30 basis points from the year ended December 31, 2024, primarily the result of the Corporation’s targeted interest-bearing deposit rate decreases in response to the Federal Reserve rate decreases since mid-September 2024, coupled with the benefit of ESSA’s lower overall interest cost of deposits.

Total non-interest income was $12.1 million for the three months ended December 31, 2025, compared to $10.6 million and $10.3 million for the three months ended September 30, 2025 and December 31, 2024, respectively. The quarter-over-quarter increase was primarily attributable to an increase in wealth and asset management fees and bank owned life insurance benefits, partially offset by a decrease in other non-interest income resulting from a $1.6 million loss on the sale of certain commercial real estate loans, as discussed previously. The primary increase in wealth and asset management fees was due to a $1.1 million transition fee for the Corporation moving its existing retail investment business platform to a new provider, and the primary increase in bank owned life insurance was the result of $1.0 million in death benefit proceeds. The increase year-over-year in non-interest income was due to increases in wealth and asset management fees, including the platform provider change transition fee, the previously discussed bank owned life insurance death benefit proceeds, and net realized gain on available-for-sale securities, partially offset by a decrease in other non-interest income resulting from the previously discussed loss on sale of certain commercial real estate loans and lower pass-through income from small business investment companies (“SBICs”).

Total non-interest income was $40.2 million for the year ended December 31, 2025, compared to $39.1 million for the year ended December 31, 2024. This increase was primarily due to the overall impact of the acquisition of ESSA, including organic increases in wealth and asset management fees (including the transition fee), the previously discussed bank owned life insurance death benefit proceeds, and net realized gain on available-for-sale securities, partially offset by a decrease in other non-interest income resulting from the previously discussed loss on sale of certain commercial real estate loans and lower pass-through income from SBICs.

For the three months ended December 31, 2025 and September 30, 2025 total non-interest expense was $60.1 million and $50.2 million, respectively. Excluding merger and integration costs, total non-interest expense for the three months ended December 31, 2025 was $52.3 million, compared to $46.0 million and $37.8 million for the three months ended September 30, 2025 and December 31, 2024, respectively.1 Excluding merger and integration costs, the increase of $6.3 million, or 13.66%, from the three months ended September 30, 2025, was primarily driven by the full quarterly impact of the acquisition of ESSA, coupled with an increase in salaries and benefits and technology expense. The increase in salaries and benefits was driven by annual merit increases in base salaries, higher incentive compensation accruals, and rising health insurance costs. Much of the increase in salaries was attributable to staffing additions associated with the ESSA acquisition. Technology expense increased, due to both the ESSA acquisition impact on volume-based charges to core systems, and from investments in automation applications aimed at accelerating operational process efficiencies, as well as enhancing both customer experience and expanding service delivery channels.

Excluding merger costs, the $14.5 million increase in non-interest expense compared to the three months ended December 31, 2024 was primarily driven by higher salaries and benefits, reflecting staffing additions from the ESSA acquisition, as well as increased incentive compensation accruals, resulting from CNB’s stronger level of financial performance in the twelve months ended December 31, 2025, and health insurance costs. Additionally, occupancy expense, technology and the amortization of core deposit intangibles increased. Occupancy expense increased as a result of higher rent expense related to additional full-service office locations, coupled with increased maintenance costs related to the acquisition of ESSA. The increase in technology was the result of the above-mentioned ESSA acquisition impacts and investments in automation applications.

For the year ended December 31, 2025 total non-interest expense was $190.9 million. Excluding merger and integration costs, total non-interest expense was $177.1 million, compared to $150.0 million for the year ended December 31, 2024.1 Excluding merger and integration costs, the increase of $27.1 million, or 18.04%, from the year ended December 31, 2024, was primarily driven by higher salaries and benefits. This reflects staff additions related to the ESSA acquisition, merit-based annual increases in base salaries, higher incentive compensation accruals (due to strong financial performance in 2025), increased retirement plan contribution accruals and higher health insurance costs. Occupancy expense also increased, largely due to higher rent associated with additional full-service office locations added both before and after the ESSA acquisition. Technology expense increased, primarily due to the above-mentioned ESSA acquisition and investments in automation applications. In addition, the full-year 2025 included increases in the amortization of core deposit intangibles and other non-interest expenses, which were impacted by business development activities.

Income tax expense for the three months ended December 31, 2025 was $8.1 million, representing a 19.48% effective tax rate, compared to $2.0 million, representing a 22.43% effective tax rate, for the three months ended September 30, 2025, and $3.6 million, representing a 19.14% effective tax rate, for the three months ended December 31, 2024. The effective tax rate for the third quarter was impacted by the ESSA acquisition, including non-deductible merger costs of $1.6 million. Income tax expense for the year ended December 31, 2025 was $16.3 million, representing a 19.81% effective tax rate, compared to $12.8 million, representing a 18.98% effective tax rate, for the year ended December 31, 2024. The effective tax rate for the full-year 2025 was impacted by the ESSA acquisition, including non-deductible merger costs of $3.2 million.

Total nonperforming assets were approximately $42.2 million, or 0.50% of total assets, as of December 31, 2025, compared to $40.4 million, or 0.49% of total assets, as of September 30, 2025, and $59.5 million, or 0.96% of total assets, as of December 31, 2024, as discussed in more detail above.

The allowance for credit losses measured as a percentage of total loans was 1.03% as of December 31, 2025, compared to 1.05% as of as of September 30, 2025, and 1.03% as of December 31, 2024. In addition, the allowance for credit losses as a percentage of nonaccrual loans was 168.29% as of December 31, 2025, compared to 187.94% and 84.08% as of September 30, 2025 and December 31, 2024, respectively.

The provision for credit losses reflected a net reversal of $15.5 million for the three months ended December 31, 2025, compared to an expense of $18.5 million and $2.9 million for the three months ended September 30, 2025 and December 31, 2024, respectively. The $34.0 million and $18.4 million decreases in the provision expense for the fourth quarter of 2025 compared to the third quarter of 2025 and fourth quarter 2024, respectively, were primarily driven by the early adoption of ASU 2025-08. In accordance with the amendments in this update, loans (excluding credit cards) acquired without credit deterioration and deemed “seasoned” are purchased seasoned loans and accounted for using the gross-up approach at acquisition. Specifically, after an entity determines that a loan is a non-purchased credit deteriorated (“PCD”) asset based on its assessment of credit deterioration experienced since origination, the entity should apply the guidance described in the amendments to determine whether the loan is seasoned and, therefore, should be accounted for using the gross-up approach. The Corporation elected to early-adopt this ASU as of December 31, 2025. The adoption of ASU 2025-08 resulted in the reversal of $16.4 million in provision for credit losses (offsetting the original $16.4 million in provision for credit loss expense recorded in the third quarter 2025), with a corresponding increase to the amortized cost balance of the acquired loan portfolio with an impact to purchase accounting loan accretion in subsequent periods.

The provision for credit losses was $8.9 million for the year ended December 31, 2025, compared to $9.2 million for the year ended December 31, 2024.

As discussed in more detail above, for the three months ended December 31, 2025, net loan charge-offs were $1.5 million, or 0.09% (annualized) of average total loans and loans held for sale, compared to $957 thousand, or 0.06% (annualized) of average total loans and loans held for sale, during the three months ended September 30, 2025, and $2.1 million, or 0.19% (annualized) of average total loans and loans held for sale, during the three months ended December 31, 2024.

For the year ended December 31, 2025, net loan charge-offs were $7.2 million, or 0.13% (annualized) of average total loans and loans held for sale, compared to $7.5 million, or 0.17% (annualized) of average total loans and loans held for sale, during the year ended December 31, 2024.

As of December 31, 2025, the Corporation’s total shareholders’ equity was $872.1 million, representing an increase of $27.9 million, or 3.31%, from September 30, 2025, and an increase of $261.4 million, or 42.81%, from December 31, 2024. The quarter-over-quarter increase was primarily driven by the growth in earnings, partially offset by the payment of common and preferred stock dividends to our shareholders during the three months ended December 31, 2025. The year-over-year increase resulted from an increase in additional paid in capital related to the ESSA acquisition of $202.6 million, and a decrease 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, and growth in earnings, partially offset by the payment of common and preferred stock dividends to the Corporation’s shareholders during the twelve months ended December 31, 2025.

Regulatory capital ratios for the Corporation continue to exceed regulatory “well-capitalized” levels as of December 31, 2025, consistent with prior periods.

As of December 31, 2025, the Corporation’s ratio of common shareholders’ equity to total assets was 9.70% compared to 9.53% at September 30, 2025 and 8.93% at December 31, 2024. As of December 31, 2025 and September 30, 2025, the Corporation’s ratio of tangible common equity to tangible assets, a non-GAAP measure, was 8.36% and 8.10%, respectively.1 Excluding merger transaction related expenses and the provision adjustment related to adoption of ASU 2025-08, the Corporation’s ratio of tangible common equity to tangible assets, a non-GAAP measure, as of December 31, 2025 was 8.49% compared to 8.32%, excluding merger and integration costs, at September 30, 2025 and 8.28% at December 31, 2024.1 The increase in the ratio of tangible common equity to tangible assets compared to September 30, 2025 was primarily the result of an increase in retained earnings (net of the payment of common and preferred stock dividends). The increase in the ratio of tangible common equity to tangible assets compared to December 31, 2024 was primarily the result of an increase in retained earnings (net of the payment of common and preferred stock dividends), coupled with a decrease in accumulated other comprehensive loss, partially offset by the impacts of the ESSA acquisition.

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 Worthington, Ohio, with offices in Central Ohio; BankOnBuffalo, based in Buffalo, New York, with offices in Western New York; Ridge View Bank, based in Roanoke, Virginia, with offices in the Southwest Virginia region; ESSA Bank, based in Stroudsburg, Pennsylvania, with offices in Northeast Pennsylvania, including the Lehigh Valley region; and Impressia Bank, a division focused on banking opportunities for women, which operates in CNB Bank’s primary market areas. Additional information about CNB Financial Corporation may be found at www.CNBBank.bank.

Forward-Looking Statements

This 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 CORPORATIONCONSOLIDATED FINANCIAL DATAUnaudited(dollars in thousands, except per share data)

 

Three Months Ended

 

Twelve Months Ended

 

December 31,
2025

 

September 30,
2025

 

December 31,
2024

 

December 31,
2025

 

December 31,
2024

Income Statement

 

 

 

 

 

 

 

 

 

Interest and fees on loans

$

105,064

 

 

$

98,092

 

 

$

74,164

 

 

$

350,943

 

 

$

293,544

 

Interest and dividends on securities and cash and cash equivalents

 

10,486

 

 

 

10,553

 

 

 

9,514

 

 

 

41,402

 

 

 

31,926

 

Interest expense

 

(41,271

)

 

 

(41,516

)

 

 

(34,634

)

 

 

(150,309

)

 

 

(138,001

)

Net interest income

 

74,279

 

 

 

67,129

 

 

 

49,044

 

 

 

242,036

 

 

 

187,469

 

Provision for (reversal of) credit losses

 

(15,495

)

 

 

18,456

 

 

 

2,930

 

 

 

8,855

 

 

 

9,222

 

Net interest income after provision for credit losses

 

89,774

 

 

 

48,673

 

 

 

46,114

 

 

 

233,181

 

 

 

178,247

 

Non-interest income

 

 

 

 

 

 

 

 

 

Wealth and asset management fees

 

3,925

 

 

 

2,359

 

 

 

1,976

 

 

 

10,189

 

 

 

7,845

 

Service charges on deposit accounts

 

2,209

 

 

 

2,222

 

 

 

1,712

 

 

 

7,801

 

 

 

6,990

 

Other service charges and fees

 

445

 

 

 

480

 

 

 

770

 

 

 

1,862

 

 

 

2,973

 

Net realized gains on available-for-sale securities

 

771

 

 

 

397

 

 

 

83

 

 

 

1,168

 

 

 

74

 

Net realized and unrealized gains (losses) on equity securities

 

280

 

 

 

664

 

 

 

(13

)

 

 

1,262

 

 

 

754

 

Mortgage banking

 

292

 

 

 

196

 

 

 

93

 

 

 

756

 

 

 

673

 

Bank owned life insurance

 

2,059

 

 

 

975

 

 

 

784

 

 

 

4,770

 

 

 

3,110

 

Card processing and interchange income

 

2,504

 

 

 

2,336

 

 

 

2,222

 

 

 

9,225

 

 

 

8,666

 

Other non-interest income (expense)

 

(401

)

 

 

937

 

 

 

2,694

 

 

 

3,132

 

 

 

8,029

 

Total non-interest income

 

12,084

 

 

 

10,566

 

 

 

10,321

 

 

 

40,165

 

 

 

39,114

 

Non-interest expenses

 

 

 

 

 

 

 

 

 

Salaries and benefits

 

26,472

 

 

 

23,339

 

 

 

18,501

 

 

 

89,723

 

 

 

74,536

 

Net occupancy expense of premises

 

5,329

 

 

 

4,823

 

 

 

3,816

 

 

 

18,222

 

 

 

14,737

 

Technology expense

 

7,419

 

 

 

5,485

 

 

 

5,743

 

 

 

23,744

 

 

 

21,805

 

Amortization of core deposit intangible

 

1,035

 

 

 

780

 

 

 

16

 

 

 

1,848

 

 

 

73

 

Advertising expense

 

996

 

 

 

754

 

 

 

684

 

 

 

2,820

 

 

 

2,545

 

State and local taxes

 

1,408

 

 

 

1,292

 

 

 

1,090

 

 

 

5,293

 

 

 

4,726

 

Legal, professional, and examination fees

 

1,004

 

 

 

1,637

 

 

 

986

 

 

 

4,487

 

 

 

4,217

 

FDIC insurance premiums

 

1,201

 

 

 

940

 

 

 

864

 

 

 

4,063

 

 

 

3,718

 

Card processing and interchange expenses

 

1,470

 

 

 

1,300

 

 

 

1,325

 

 

 

5,183

 

 

 

4,575

 

Merger and integration costs

 

7,783

 

 

 

4,155

 

 

 

 

 

 

13,824

 

 

 

 

Other non-interest expense

 

5,952

 

 

 

5,652

 

 

 

4,780

 

 

 

21,674

 

 

 

19,070

 

Total non-interest expenses

 

60,069

 

 

 

50,157

 

 

 

37,805

 

 

 

190,881

 

 

 

150,002

 

Income before income taxes

 

41,789

 

 

 

9,082

 

 

 

18,630

 

 

 

82,465

 

 

 

67,359

 

Income tax expense

 

8,140

 

 

 

2,037

 

 

 

3,566

 

 

 

16,334

 

 

 

12,784

 

Net income

 

33,649

 

 

 

7,045

 

 

 

15,064

 

 

 

66,131

 

 

 

54,575

 

Preferred stock dividends

 

1,076

 

 

 

1,076

 

 

 

1,076

 

 

 

4,302

 

 

 

4,302

 

Net income available to common shareholders

$

32,573

 

 

$

5,969

 

 

$

13,988

 

 

$

61,829

 

 

$

50,273

 

 

 

 

 

 

 

 

 

 

 

Ending shares outstanding

 

29,473,352

 

 

 

29,477,429

 

 

 

20,987,992

 

 

 

29,473,352

 

 

 

20,987,992

 

Average diluted common shares outstanding

 

29,400,418

 

 

 

27,280,298

 

 

 

20,929,885

 

 

 

24,669,413

 

 

 

20,900,037

 

Diluted earnings per common share

$

1.10

 

 

$

0.22

 

 

$

0.66

 

 

$

2.49

 

 

$

2.39

 

Adjusted diluted earnings per common share (non-GAAP) (1)

$

0.87

 

 

$

0.82

 

 

$

0.66

 

 

$

2.95

 

 

$

2.39

 

Cash dividends per common share

$

0.18

 

 

$

0.18

 

 

$

0.18

 

 

$

0.72

 

 

$

0.71

 

Dividend payout ratio

 

16

%

 

 

82

%

 

 

27

%

 

 

29

%

 

 

30

%

Adjusted dividend payout ratio (non-GAAP) (1)

 

21

%

 

 

22

%

 

 

27

%

 

 

24

%

 

 

30

%

 

Interest and fees on loans

Interest and dividends on securities and cash and cash equivalents

Provision for (reversal of) credit losses

Net interest income after provision for credit losses

Wealth and asset management fees

Service charges on deposit accounts

Other service charges and fees

Net realized gains on available-for-sale securities

Net realized and unrealized gains (losses) on equity securities

Card processing and interchange income

Other non-interest income (expense)

Net occupancy expense of premises

Amortization of core deposit intangible

Legal, professional, and examination fees

Card processing and interchange expenses

Merger and integration costs

Other non-interest expense

Total non-interest expenses

Income before income taxes

Net income available to common shareholders

Average diluted common shares outstanding

Diluted earnings per common share

Adjusted diluted earnings per common share (non-GAAP) (1)

Cash dividends per common share

Adjusted dividend payout ratio (non-GAAP) (1)

CNB FINANCIAL CORPORATIONCONSOLIDATED FINANCIAL DATAUnaudited(dollars in thousands, except per share data)

 

Three Months Ended

 

Twelve Months Ended

 

December 31,
2025

 

September 30,
2025

 

December 31,
2024

 

December 31,
2025

 

December 31,
2024

Average Balances

 

 

 

 

 

 

 

 

 

Total loans and loans held for sale

$

6,489,706

 

 

$

5,971,441

 

 

$

4,556,770

 

 

$

5,436,151

 

 

$

4,491,304

 

Investment securities

 

826,176

 

 

 

843,441

 

 

 

744,149

 

 

 

817,204

 

 

 

733,055

 

Total earning assets

 

7,666,369

 

 

 

7,209,366

 

 

 

5,674,794

 

 

 

6,629,434

 

 

 

5,499,187

 

Total assets

 

8,285,289

 

 

 

7,783,995

 

 

 

6,085,277

 

 

 

7,137,197

 

 

 

5,894,958

 

Noninterest-bearing deposits

 

1,138,484

 

 

 

1,078,091

 

 

 

832,168

 

 

 

965,942

 

 

 

781,780

 

Interest-bearing deposits

 

5,863,225

 

 

 

5,477,057

 

 

 

4,442,150

 

 

 

5,122,942

 

 

 

4,328,430

 

Shareholders’ equity

 

856,930

 

 

 

776,976

 

 

 

612,184

 

 

 

723,241

 

 

 

592,550

 

Tangible common shareholders’ equity (non-GAAP) (1)

 

670,094

 

 

 

611,364

 

 

 

510,308

 

 

 

583,908

 

 

 

490,647

 

 

 

 

 

 

 

 

 

 

 

Average Yields (annualized)

 

 

 

 

 

 

 

 

 

Total loans and loans held for sale

 

6.44

%

 

 

6.54

%

 

 

6.50

%

 

 

6.47

%

 

 

6.55

%

Investment securities

 

3.12

%

 

 

2.89

%

 

 

2.40

%

 

 

2.90

%

 

 

2.19

%

Total earning assets

 

5.97

%

 

 

5.96

%

 

 

5.84

%

 

 

5.90

%

 

 

5.88

%

Interest-bearing deposits

 

2.55

%

 

 

2.75

%

 

 

3.00

%

 

 

2.74

%

 

 

3.08

%

Interest-bearing liabilities

 

2.65

%

 

 

2.83

%

 

 

3.03

%

 

 

2.81

%

 

 

3.11

%

 

 

 

 

 

 

 

 

 

 

Performance Ratios (annualized)

 

 

 

 

 

 

 

 

 

Return on average assets

 

1.61

%

 

 

0.36

%

 

 

0.98

%

 

 

0.93

%

 

 

0.93

%

Adjusted return on average assets (non-GAAP) (1)

 

1.29

%

 

 

1.20

%

 

 

0.98

%

 

 

1.09

%

 

 

0.93

%

Return on average equity

 

15.58

%

 

 

3.60

%

 

 

9.79

%

 

 

9.14

%

 

 

9.21

%

Adjusted return on average equity (non-GAAP) (1)

 

12.46

%

 

 

12.05

%

 

 

9.79

%

 

 

10.75

%

 

 

9.21

%

Return on average tangible common equity (non-GAAP) (1)

 

19.29

%

 

 

3.87

%

 

 

10.90

%

 

 

10.59

%

 

 

10.25

%

Adjusted return on average tangible common equity (non-GAAP) (1)

 

15.30

%

 

 

14.62

%

 

 

10.90

%

 

 

12.58

%

 

 

10.25

%

Net interest margin, fully tax equivalent basis (non-GAAP) (1)

 

3.84

%

 

 

3.69

%

 

 

3.43

%

 

 

3.65

%

 

 

3.39

%

Efficiency ratio, fully tax equivalent basis (non-GAAP) (1)

 

67.73

%

 

 

62.97

%

 

 

63.02

%

 

 

66.35

%

 

 

65.47

%

Adjusted efficiency ratio, fully tax equivalent basis (non-GAAP) (1)

 

58.80

%

 

 

57.67

%

 

 

63.02

%

 

 

61.49

%

 

 

65.47

%

 

 

 

 

 

 

 

 

 

 

Net Loan Charge-Offs

 

 

 

 

 

 

 

 

 

CNB Bank net loan charge-offs

$

1,115

 

 

$

623

 

 

$

1,719

 

 

$

5,512

 

 

$

5,782

 

Holiday Financial net loan charge-offs

 

379

 

 

 

334

 

 

 

425

 

 

 

1,681

 

 

 

1,730

 

Total Corporation net loan charge-offs

$

1,494

 

 

$

957

 

 

$

2,144

 

 

$

7,193

 

 

$

7,512

 

Annualized net loan charge-offs / average total loans and loans held for sale

 

0.09

%

 

 

0.06

%

 

 

0.19

%

 

 

0.13

%

 

 

0.17

%

 

Total loans and loans held for sale

Noninterest-bearing deposits

Tangible common shareholders’ equity (non-GAAP) (1)

Average Yields (annualized)

Total loans and loans held for sale

Interest-bearing liabilities

Performance Ratios (annualized)

Adjusted return on average assets (non-GAAP) (1)

Adjusted return on average equity (non-GAAP) (1)

Return on average tangible common equity (non-GAAP) (1)

Adjusted return on average tangible common equity (non-GAAP) (1)

Net interest margin, fully tax equivalent basis (non-GAAP) (1)

Efficiency ratio, fully tax equivalent basis (non-GAAP) (1)

Adjusted efficiency ratio, fully tax equivalent basis (non-GAAP) (1)

CNB Bank net loan charge-offs

Holiday Financial net loan charge-offs

Total Corporation net loan charge-offs

Annualized net loan charge-offs / average total loans and loans held for sale

CNB FINANCIAL CORPORATIONCONSOLIDATED FINANCIAL DATAUnaudited(dollars in thousands, except per share data)

 

December 31,
2025

 

September 30,
2025

 

December 31,
2024

Ending Balance Sheet

 

 

 

 

 

Cash and due from banks

$

78,197

 

 

$

79,772

 

 

$

63,771

 

Interest-bearing deposits with Federal Reserve

 

441,501

 

 

 

351,943

 

 

 

375,009

 

Interest-bearing deposits with other financial institutions

 

8,198

 

 

 

6,373

 

 

 

4,255

 

Total cash and cash equivalents

 

527,896

 

 

 

438,088

 

 

 

443,035

 

Debt securities available-for-sale, at fair value

 

584,330

 

 

 

533,553

 

 

 

468,546

 

Debt securities held-to-maturity, at amortized cost

 

242,138

 

 

 

249,247

 

 

 

306,081

 

Equity securities

 

10,865

 

 

 

10,505

 

 

 

10,456

 

Loans held for sale

 

2,517

 

 

 

 

 

 

762

 

Loans receivable

 

 

 

 

 

Syndicated loans

 

70,798

 

 

 

71,852

 

 

 

79,882

 

Loans

 

6,422,942

 

 

 

6,396,344

 

 

 

4,529,074

 

Total loans receivable

 

6,493,740

 

 

 

6,468,196

 

 

 

4,608,956

 

Less: allowance for credit losses

 

(67,055

)

 

 

(67,684

)

 

 

(47,357

)

Net loans receivable

 

6,426,685

 

 

 

6,400,512

 

 

 

4,561,599

 

Goodwill and other intangibles

 

88,512

 

 

 

93,773

 

 

 

43,874

 

Core deposit intangible

 

33,693

 

 

 

34,727

 

 

 

206

 

Other assets

 

479,799

 

 

 

493,914

 

 

 

357,451

 

Total Assets

$

8,396,435

 

 

$

8,254,319

 

 

$

6,192,010

 

 

 

 

 

 

 

Noninterest-bearing demand deposits

$

1,092,076

 

 

$

1,105,414

 

 

$

819,680

 

Interest-bearing demand deposits

 

1,014,606

 

 

 

970,752

 

 

 

706,796

 

Savings

 

3,822,639

 

 

 

3,686,511

 

 

 

3,122,028

 

Certificates of deposit

 

1,097,788

 

 

 

1,137,590

 

 

 

722,860

 

Total deposits

 

7,027,109

 

 

 

6,900,267

 

 

 

5,371,364

 

Short-term borrowings

 

164,000

 

 

 

181,604

 

 

 

 

Subordinated debentures

 

20,620

 

 

 

20,620

 

 

 

20,620

 

Subordinated notes, net of issuance costs

 

84,874

 

 

 

84,798

 

 

 

84,570

 

Deposits held for sale

 

88,119

 

 

 

92,830

 

 

 

 

Other liabilities

 

139,586

 

 

 

130,015

 

 

 

104,761

 

Total liabilities

 

7,524,308

 

 

 

7,410,134

 

 

 

5,581,315

 

Common stock

 

 

 

 

 

 

 

 

Preferred stock

 

57,785

 

 

 

57,785

 

 

 

57,785

 

Additional paid in capital

 

422,653

 

 

 

421,770

 

 

 

219,876

 

Retained earnings

 

424,935

 

 

 

397,667

 

 

 

381,296

 

Treasury stock

 

(2,581

)

 

 

(2,476

)

 

 

(4,689

)

Accumulated other comprehensive loss

 

(30,665

)

 

 

(30,561

)

 

 

(43,573

)

Total shareholders’ equity

 

872,127

 

 

 

844,185

 

 

 

610,695

 

Total liabilities and shareholders’ equity

$

8,396,435

 

 

$

8,254,319

 

 

$

6,192,010

 

 

 

 

 

 

 

Book value per common share

$

27.63

 

 

$

26.68

 

 

$

26.34

 

Adjusted book value per common share (non-GAAP) (1)

$

28.02

 

 

$

27.30

 

 

$

26.34

 

Tangible book value per common share (non-GAAP) (1)

$

23.48

 

 

$

22.32

 

 

$

24.24

 

Adjusted tangible book value per common share (non-GAAP) (1)

$

23.88

 

 

$

22.94

 

 

$

24.24

 

 

Interest-bearing deposits with Federal Reserve

Interest-bearing deposits with other financial institutions

Total cash and cash equivalents

Debt securities available-for-sale, at fair value

Debt securities held-to-maturity, at amortized cost

Less: allowance for credit losses

Goodwill and other intangibles

Noninterest-bearing demand deposits

Interest-bearing demand deposits

Subordinated notes, net of issuance costs

Additional paid in capital

Accumulated other comprehensive loss

Total shareholders’ equity

Total liabilities and shareholders’ equity

Book value per common share

Adjusted book value per common share (non-GAAP) (1)

Tangible book value per common share (non-GAAP) (1)

Adjusted tangible book value per common share (non-GAAP) (1)

CNB FINANCIAL CORPORATIONCONSOLIDATED FINANCIAL DATAUnaudited(dollars in thousands, except per share data)

 

December 31,
2025

 

September 30,
2025

 

December 31,
2024

Capital Ratios

 

 

 

 

 

Tangible common equity / tangible assets (non-GAAP) (1)

 

8.36

%

 

 

8.10

%

 

 

8.28

%

Adjusted tangible common equity / tangible assets (non-GAAP) (1)

 

8.49

%

 

 

8.32

%

 

 

8.28

%

Tier 1 leverage ratio (2)

 

9.87

%

 

 

9.34

%

 

 

10.43

%

Common equity tier 1 ratio (2)

 

11.54

%

 

 

10.48

%

 

 

11.76

%

Tier 1 risk-based ratio (2)

 

12.77

%

 

 

11.67

%

 

 

13.41

%

Total risk-based ratio (2)

 

14.91

%

 

 

13.97

%

 

 

16.16

%

 

 

 

 

 

 

Asset Quality Detail

 

 

 

 

 

Nonaccrual loans

$

39,845

 

 

$

36,013

 

 

$

56,323

 

Loans 90+ days past due and accruing

 

42

 

 

 

86

 

 

 

653

 

Total nonperforming loans

 

39,887

 

 

 

36,099

 

 

 

56,976

 

Other real estate owned

 

2,280

 

 

 

4,254

 

 

 

2,509

 

Total nonperforming assets

$

42,167

 

 

$

40,353

 

 

$

59,485

 

 

 

 

 

 

 

Asset Quality Ratios

 

 

 

 

 

Nonperforming assets / Total loans + OREO

 

0.65

%

 

 

0.62

%

 

 

1.29

%

Nonperforming assets / Total assets

 

0.50

%

 

 

0.49

%

 

 

0.96

%

Ratio of allowance for credit losses on loans to nonaccrual loans

 

168.29

%

 

 

187.94

%

 

 

84.08

%

Allowance for credit losses / Total loans

 

1.03

%

 

 

1.05

%

 

 

1.03

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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 December 31, 2025 are estimated pending final regulatory filings.

 

Tangible common equity / tangible assets (non-GAAP) (1)

Adjusted tangible common equity / tangible assets (non-GAAP) (1)

Common equity tier 1 ratio (2)

Tier 1 risk-based ratio (2)

Total risk-based ratio (2)

Loans 90+ days past due and accruing

Total nonperforming assets

Nonperforming assets / Total loans + OREO

Nonperforming assets / Total assets

Ratio of allowance for credit losses on loans to nonaccrual loans

Allowance for credit losses / Total loans

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 December 31, 2025 are estimated pending final regulatory filings.

CNB FINANCIAL CORPORATIONCONSOLIDATED FINANCIAL DATAUnaudited(dollars in thousands, except per share data)

 

Average Balances, Income and Interest Rates on a Taxable Equivalent Basis

 

Three Months Ended,

 

December 31, 2025

 

September 30, 2025

 

December 31, 2024

 

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)

$

780,374

 

 

2.93

%

 

$

6,023

 

$

797,866

 

 

2.92

%

 

$

6,151

 

$

711,286

 

 

2.36

%

 

$

4,487

Tax-exempt (1) (2) (4)

 

24,460

 

 

2.62

 

 

 

171

 

 

24,531

 

 

2.62

 

 

 

174

 

 

25,489

 

 

2.67

 

 

 

184

Equity securities (1) (2)

 

21,342

 

 

10.80

 

 

 

581

 

 

21,044

 

 

1.79

 

 

 

95

 

 

7,374

 

 

5.77

 

 

 

107

Total securities (4)

 

826,176

 

 

3.12

 

 

 

6,775

 

 

843,441

 

 

2.89

 

 

 

6,420

 

 

744,149

 

 

2.40

 

 

 

4,778

Loans receivable:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial (2) (3)

 

1,739,733

 

 

6.70

 

 

 

29,395

 

 

1,642,742

 

 

6.98

 

 

 

28,921

 

 

1,458,902

 

 

6.77

 

 

 

24,824

Commercial & residential mortgages and loans held for sale (2) (3)

 

4,617,232

 

 

6.22

 

 

 

72,414

 

 

4,201,346

 

 

6.21

 

 

 

65,752

 

 

2,965,914

 

 

6.12

 

 

 

45,633

Consumer (3)

 

132,741

 

 

10.54

 

 

 

3,527

 

 

127,353

 

 

11.53

 

 

 

3,701

 

 

131,954

 

 

11.93

 

 

 

3,956

Total loans receivable (3)

 

6,489,706

 

 

6.44

 

 

 

105,336

 

 

5,971,441

 

 

6.54

 

 

 

98,374

 

 

4,556,770

 

 

6.50

 

 

 

74,413

Interest-bearing deposits with the Federal Reserve and other financial institutions

 

350,487

 

 

4.28

 

 

 

3,777

 

 

394,484

 

 

4.19

 

 

 

4,165

 

 

373,875

 

 

5.08

 

 

 

4,771

Total earning assets

 

7,666,369

 

 

5.97

 

 

$

115,888

 

 

7,209,366

 

 

5.96

 

 

$

108,959

 

 

5,674,794

 

 

5.84

 

 

$

83,962

Noninterest-bearing assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and due from banks

 

77,224

 

 

 

 

 

 

 

77,224

 

 

 

 

 

 

 

59,445

 

 

 

 

 

Premises and equipment

 

150,220

 

 

 

 

 

 

 

145,087

 

 

 

 

 

 

 

124,398

 

 

 

 

 

Other assets

 

459,511

 

 

 

 

 

 

 

414,410

 

 

 

 

 

 

 

273,326

 

 

 

 

 

Allowance for credit losses

 

(68,035

)

 

 

 

 

 

 

(62,092

)

 

 

 

 

 

 

(46,686

)

 

 

 

 

Total non interest-bearing assets

 

618,920

 

 

 

 

 

 

 

574,629

 

 

 

 

 

 

 

410,483

 

 

 

 

 

TOTAL ASSETS

$

8,285,289

 

 

 

 

 

 

$

7,783,995

 

 

 

 

 

 

$

6,085,277

 

 

 

 

 

LIABILITIES AND SHAREHOLDERS’ EQUITY:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Demand—interest-bearing

$

998,897

 

 

0.94

%

 

$

2,357

 

$

913,337

 

 

1.00

%

 

$

2,291

 

$

686,359

 

 

0.83

%

 

$

1,437

Savings

 

3,728,182

 

 

2.63

 

 

 

24,707

 

 

3,501,326

 

 

2.86

 

 

 

25,200

 

 

3,068,451

 

 

3.26

 

 

 

25,139

Time

 

1,136,146

 

 

3.72

 

 

 

10,650

 

 

1,062,394

 

 

3.90

 

 

 

10,450

 

 

687,340

 

 

4.02

 

 

 

6,953

Total interest-bearing deposits

 

5,863,225

 

 

2.55

 

 

 

37,714

 

 

5,477,057

 

 

2.75

 

 

 

37,941

 

 

4,442,150

 

 

3.00

 

 

 

33,529

Short-term borrowings

 

187,781

 

 

4.41

 

 

 

2,085

 

 

218,871

 

 

4.08

 

 

 

2,251

 

 

 

 

0.00

 

 

 

Finance lease liabilities

 

18,059

 

 

9.10

 

 

 

414

 

 

18,079

 

 

5.49

 

 

 

250

 

 

212

 

 

3.75

 

 

 

2

Subordinated notes and debentures

 

105,456

 

 

3.98

 

 

 

1,058

 

 

105,380

 

 

4.04

 

 

 

1,074

 

 

105,153

 

 

4.17

 

 

 

1,103

Total interest-bearing liabilities

 

6,174,521

 

 

2.65

 

 

$

41,271

 

 

5,819,387

 

 

2.83

 

 

$

41,516

 

 

4,547,515

 

 

3.03

 

 

$

34,634

Demand—noninterest-bearing

 

1,138,484

 

 

 

 

 

 

 

1,078,091

 

 

 

 

 

 

 

832,168

 

 

 

 

 

Other liabilities

 

115,354

 

 

 

 

 

 

 

109,541

 

 

 

 

 

 

 

93,410

 

 

 

 

 

Total Liabilities

 

7,428,359

 

 

 

 

 

 

 

7,007,019

 

 

 

 

 

 

 

5,473,093

 

 

 

 

 

Shareholders’ equity

 

856,930

 

 

 

 

 

 

 

776,976

 

 

 

 

 

 

 

612,184

 

 

 

 

 

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY

$

8,285,289

 

 

 

 

 

 

$

7,783,995

 

 

 

 

 

 

$

6,085,277

 

 

 

 

 

Interest income/Earning assets

 

 

5.97

%

 

$

115,888

 

 

 

5.96

%

 

$

108,959

 

 

 

5.84

%

 

$

83,962

Interest expense/Interest-bearing liabilities

 

 

2.65

 

 

 

41,271

 

 

 

2.83

 

 

 

41,516

 

 

 

3.03

 

 

 

34,634

Net interest spread

 

 

3.32

%

 

$

74,617

 

 

 

3.13

%

 

$

67,443

 

 

 

2.81

%

 

$

49,328

Interest income/Earning assets

 

 

5.97

%

 

 

115,888

 

 

 

5.96

%

 

 

108,959

 

 

 

5.84

%

 

 

83,962

Interest expense/Earning assets

 

 

2.13

 

 

 

41,271

 

 

 

2.27

 

 

 

41,516

 

 

 

2.41

 

 

 

34,634

Net interest margin (fully tax-equivalent)

 

 

3.84

%

 

$

74,617

 

 

 

3.69

%

 

$

67,443

 

 

 

3.43

%

 

$

49,328

 

 

(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 December 31, 2025, September 30, 2025 and December 31, 2024 was $338 thousand, $314 thousand and $284 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, 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 three months ended December 31, 2025, September 30, 2025 and December 31, 2024 was $(35.2) million, $(39.1) million and $(47.0) million, respectively.

 

Average Balances, Income and Interest Rates on a Taxable Equivalent Basis

Commercial & residential mortgages and loans held for sale (2) (3)

Total loans receivable (3)

Interest-bearing deposits with the Federal Reserve and other financial institutions

Noninterest-bearing assets:

Allowance for credit losses

Total non interest-bearing assets

LIABILITIES AND SHAREHOLDERS’ EQUITY:

Total interest-bearing deposits

Subordinated notes and debentures

Total interest-bearing liabilities

Demand—noninterest-bearing

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY

Interest income/Earning assets

Interest expense/Interest-bearing liabilities

Interest income/Earning assets

Interest expense/Earning assets

Net interest margin (fully tax-equivalent)

(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 December 31, 2025, September 30, 2025 and December 31, 2024 was $338 thousand, $314 thousand and $284 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, 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 three months ended December 31, 2025, September 30, 2025 and December 31, 2024 was $(35.2) million, $(39.1) million and $(47.0) million, respectively.

CNB FINANCIAL CORPORATIONCONSOLIDATED FINANCIAL DATAUnaudited(dollars in thousands, except per share data)

 

Average Balances, Income and Interest Rates on a Taxable Equivalent Basis

 

Twelve Months Ended,

 

December 31, 2025

 

December 31, 2024

 

Average
Balance

 

Annual
Rate

 

Interest
Inc./Exp.

 

Average
Balance

 

Annual
Rate

 

Interest
Inc./Exp.

ASSETS:

 

 

 

 

 

 

 

 

 

 

 

Securities:

 

 

 

 

 

 

 

 

 

 

 

Taxable (1) (4)

$

778,122

 

 

2.85

%

 

$

23,331

 

$

700,078

 

 

2.14

%

 

$

16,059

Tax-exempt (1) (2) (4)

 

24,646

 

 

2.64

 

 

 

700

 

 

25,919

 

 

2.60

 

 

 

731

Equity securities (1) (2)

 

14,436

 

 

6.14

 

 

 

886

 

 

7,058

 

 

5.71

 

 

 

403

Total securities (4)

 

817,204

 

 

2.90

 

 

 

24,917

 

 

733,055

 

 

2.19

 

 

 

17,193

Loans receivable:

 

 

 

 

 

 

 

 

 

 

 

Commercial (2) (3)

 

1,579,792

 

 

6.80

 

 

 

107,350

 

 

1,440,667

 

 

6.88

 

 

 

99,184

Commercial & residential mortgages and loans held for sale (2) (3)

 

3,728,827

 

 

6.17

 

 

 

230,033

 

 

2,920,537

 

 

6.15

 

 

 

179,645

Consumer (3)

 

127,532

 

 

11.43

 

 

 

14,574

 

 

130,100

 

 

11.95

 

 

 

15,547

Total loans receivable (3)

 

5,436,151

 

 

6.47

 

 

 

351,957

 

 

4,491,304

 

 

6.55

 

 

 

294,376

Interest-bearing deposits with the Federal Reserve and other financial institutions

 

376,079

 

 

4.43

 

 

 

16,648

 

 

274,828

 

 

5.41

 

 

 

14,856

Total earning assets

 

6,629,434

 

 

5.90

 

 

$

393,522

 

 

5,499,187

 

 

5.88

 

 

$

326,425

Noninterest-bearing assets:

 

 

 

 

 

 

 

 

 

 

 

Cash and due from banks

 

67,775

 

 

 

 

 

 

 

56,295

 

 

 

 

 

Premises and equipment

 

138,465

 

 

 

 

 

 

 

116,341

 

 

 

 

 

Other assets

 

357,700

 

 

 

 

 

 

 

269,167

 

 

 

 

 

Allowance for credit losses

 

(56,177

)

 

 

 

 

 

 

(46,032

)

 

 

 

 

Total non interest-bearing assets

 

507,763

 

 

 

 

 

 

 

395,771

 

 

 

 

 

TOTAL ASSETS

$

7,137,197

 

 

 

 

 

 

$

5,894,958

 

 

 

 

 

LIABILITIES AND SHAREHOLDERS’ EQUITY:

 

 

 

 

 

 

 

 

 

 

 

Demand—interest-bearing

$

832,291

 

 

0.95

%

 

$

7,894

 

$

705,488

 

 

0.77

%

 

$

5,451

Savings

 

3,369,184

 

 

2.88

 

 

 

97,033

 

 

3,052,031

 

 

3.46

 

 

 

105,675

Time

 

921,467

 

 

3.87

 

 

 

35,638

 

 

570,911

 

 

3.92

 

 

 

22,367

Total interest-bearing deposits

 

5,122,942

 

 

2.74

 

 

 

140,565

 

 

4,328,430

 

 

3.08

 

 

 

133,493

Short-term borrowings

 

100,734

 

 

4.30

 

 

 

4,336

 

 

 

 

0.00

 

 

 

Finance lease liabilities

 

17,046

 

 

6.58

 

 

 

1,122

 

 

247

 

 

4.45

 

 

 

11

Subordinated notes and debentures

 

105,342

 

 

4.07

 

 

 

4,286

 

 

105,039

 

 

4.28

 

 

 

4,497

Total interest-bearing liabilities

 

5,346,064

 

 

2.81

 

 

$

150,309

 

 

4,433,716

 

 

3.11

 

 

$

138,001

Demand—noninterest-bearing

 

965,942

 

 

 

 

 

 

 

781,780

 

 

 

 

 

Other liabilities

 

101,950

 

 

 

 

 

 

 

86,912

 

 

 

 

 

Total Liabilities

 

6,413,956

 

 

 

 

 

 

 

5,302,408

 

 

 

 

 

Shareholders’ equity

 

723,241

 

 

 

 

 

 

 

592,550

 

 

 

 

 

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY

$

7,137,197

 

 

 

 

 

 

$

5,894,958

 

 

 

 

 

Interest income/Earning assets

 

 

5.90

%

 

$

393,522

 

 

 

5.88

%

 

$

326,425

Interest expense/Interest-bearing liabilities

 

 

2.81

 

 

 

150,309

 

 

 

3.11

 

 

 

138,001

Net interest spread

 

 

3.09

%

 

$

243,213

 

 

 

2.77

%

 

$

188,424

Interest income/Earning assets

 

 

5.90

%

 

 

393,522

 

 

 

5.88

%

 

 

326,425

Interest expense/Earning assets

 

 

2.25

 

 

 

150,309

 

 

 

2.49

 

 

 

138,001

Net interest margin (fully tax-equivalent)

 

 

3.65

%

 

$

243,213

 

 

 

3.39

%

 

$

188,424

 

 

(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 twelve months ended December 31, 2025 and 2024, was $1.2 million and $955 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, 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 twelve months ended December 31, 2025 and 2024 was $(41.2) million and $(53.1) million, respectively.

 

Average Balances, Income and Interest Rates on a Taxable Equivalent Basis

Commercial & residential mortgages and loans held for sale (2) (3)

Total loans receivable (3)

Interest-bearing deposits with the Federal Reserve and other financial institutions

Noninterest-bearing assets:

Allowance for credit losses

Total non interest-bearing assets

LIABILITIES AND SHAREHOLDERS’ EQUITY:

Total interest-bearing deposits

Subordinated notes and debentures

Total interest-bearing liabilities

Demand—noninterest-bearing

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY

Interest income/Earning assets

Interest expense/Interest-bearing liabilities

Interest income/Earning assets

Interest expense/Earning assets

Net interest margin (fully tax-equivalent)

(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 twelve months ended December 31, 2025 and 2024, was $1.2 million and $955 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, 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 twelve months ended December 31, 2025 and 2024 was $(41.2) million and $(53.1) million, respectively.

CNB FINANCIAL CORPORATIONCONSOLIDATED FINANCIAL DATAUnaudited(dollars in thousands, except per share data)

Reconciliation of Non-GAAP Financial Measures

 

Three Months Ended

 

Twelve Months Ended

 

December 31,
2025

 

September 30,
2025

 

December 31,
2024

 

December 31,
2025

 

December 31,
2024

Calculation of merger transaction related expenses and the provision adjustment related to adoption of ASU 2025-08, net of tax (non-GAAP) (1):

 

 

 

 

 

 

 

 

 

Merger transaction related expenses – non deductible

$

337

 

 

$

1,570

 

 

$

 

 

$

3,234

 

 

$

 

 

 

 

 

 

 

 

 

 

 

Merger transaction related expenses and the provision adjustment related to adoption of ASU 2025-08 – deductible

 

(8,941

)

 

 

18,972

 

 

 

 

 

 

10,590

 

 

 

 

Statutory federal tax rate

 

21

%

 

 

21

%

 

 

21

%

 

 

21

%

 

 

21

%

Tax benefit (expense) of merger and integration costs and day 1 non-PCD provision expense (non-GAAP)

 

(1,878

)

 

 

3,984

 

 

 

 

 

 

2,224

 

 

 

 

Merger transaction related expenses and the provision adjustment related to adoption of ASU 2025-08 – deductible, net of tax

 

(7,063

)

 

 

14,988

 

 

 

 

 

 

8,366

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Merger transaction related expenses and the provision adjustment related to adoption of ASU 2025-08, net of tax (non-GAAP)

$

(6,726

)

 

$

16,558

 

 

$

 

 

$

11,600

 

 

$

 

 

 

 

 

 

 

 

 

 

 

(1) Merger transaction related expenses and the provision adjustment related to adoption of ASU 2025-08 represent legal, advisory, severance, technology conversion, day one non-PCD provision expense (benefit), 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.

 

Calculation of merger transaction related expenses and the provision adjustment related to adoption of ASU 2025-08, net of tax (non-GAAP) (1):

Merger transaction related expenses – non deductible

Merger transaction related expenses and the provision adjustment related to adoption of ASU 2025-08 – deductible

Statutory federal tax rate

Tax benefit (expense) of merger and integration costs and day 1 non-PCD provision expense (non-GAAP)

Merger transaction related expenses and the provision adjustment related to adoption of ASU 2025-08 – deductible, net of tax

Merger transaction related expenses and the provision adjustment related to adoption of ASU 2025-08, net of tax (non-GAAP)

(1) Merger transaction related expenses and the provision adjustment related to adoption of ASU 2025-08 represent legal, advisory, severance, technology conversion, day one non-PCD provision expense (benefit), 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

 

Twelve Months Ended

 

December 31,
2025

 

September 30,
2025

 

December 31,
2024

 

December 31,
2025

 

December 31,
2024

Calculation of net income available to common (GAAP):

 

 

 

 

 

 

 

 

 

Net income

$

33,649

 

 

$

7,045

 

 

$

15,064

 

 

$

66,131

 

 

$

54,575

 

Less: preferred stock dividends

 

1,076

 

 

 

1,076

 

 

 

1,076

 

 

 

4,302

 

 

 

4,302

 

Net income available to common shareholders

$

32,573

 

 

$

5,969

 

 

$

13,988

 

 

$

61,829

 

 

$

50,273

 

 

 

 

 

 

 

 

 

 

 

Adjusted calculation of net income available to common (non-GAAP):

 

 

 

 

 

 

 

 

 

Net income available to common shareholders

$

32,573

 

 

$

5,969

 

 

$

13,988

 

 

$

61,829

 

 

$

50,273

 

Add: merger transaction related expenses and the provision adjustment related to adoption of ASU 2025-08, net of tax (non-GAAP)

 

(6,726

)

 

 

16,558

 

 

 

 

 

 

11,600

 

 

 

 

Adjusted net income available to common shareholders (non-GAAP)

$

25,847

 

 

$

22,527

 

 

$

13,988

 

 

$

73,429

 

 

$

50,273

 

 

 

Calculation of net income available to common (GAAP):

Less: preferred stock dividends

Net income available to common shareholders

Adjusted calculation of net income available to common (non-GAAP):

Net income available to common shareholders

Add: merger transaction related expenses and the provision adjustment related to adoption of ASU 2025-08, net of tax (non-GAAP)

Adjusted net income available to common shareholders (non-GAAP)

 

Three Months Ended

 

Twelve Months Ended

 

December 31,
2025

 

September 30,
2025

 

December 31,
2024

 

December 31,
2025

 

December 31,
2024

Calculation of dividend payout ratio:

 

 

 

 

 

 

 

 

 

Cash dividends per common share

$

0.18

 

 

$

0.18

 

 

$

0.18

 

 

$

0.72

 

 

$

0.71

 

Diluted earnings per common share

 

1.10

 

 

 

0.22

 

 

 

0.66

 

 

 

2.49

 

 

 

2.39

 

Dividend payout ratio

 

16

%

 

 

82

%

 

 

27

%

 

 

29

%

 

 

30

%

 

 

 

 

 

 

 

 

 

 

Adjusted calculation of dividend payout ratio (non-GAAP):

 

 

 

 

 

 

 

 

 

Cash dividends per common share

$

0.18

 

 

$

0.18

 

 

$

0.18

 

 

$

0.72

 

 

$

0.71

 

Adjusted diluted earnings per common share (non-GAAP)

 

0.87

 

 

 

0.82

 

 

 

0.66

 

 

 

2.95

 

 

 

2.39

 

Adjusted dividend payout ratio (non-GAAP)

 

21

%

 

 

22

%

 

 

27

%

 

 

24

%

 

 

30

%

 

Calculation of dividend payout ratio:

Cash dividends per common share

Diluted earnings per common share

Adjusted calculation of dividend payout ratio (non-GAAP):

Cash dividends per common share

Adjusted diluted earnings per common share (non-GAAP)

Adjusted dividend payout ratio (non-GAAP)

 

Three Months Ended

 

Twelve Months Ended

 

December 31,
2025

 

September 30,
2025

 

December 31,
2024

 

December 31,
2025

 

December 31,
2024

Calculation of PPNR (non-GAAP): (1)

 

 

 

 

 

 

 

 

 

Net interest income

$

74,279

 

 

$

67,129

 

 

$

49,044

 

 

$

242,036

 

 

$

187,469

 

Add: Non-interest income

 

12,084

 

 

 

10,566

 

 

 

10,321

 

 

 

40,165

 

 

 

39,114

 

Less: Non-interest expense

 

60,069

 

 

 

50,157

 

 

 

37,805

 

 

 

190,881

 

 

 

150,002

 

PPNR (non-GAAP)

$

26,294

 

 

$

27,538

 

 

$

21,560

 

 

$

91,320

 

 

$

76,581

 

 

 

 

 

 

 

 

 

 

 

Adjusted calculation of PPNR (non-GAAP): (1)

 

 

 

 

 

 

 

 

 

Net interest income

$

74,279

 

 

$

67,129

 

 

$

49,044

 

 

$

242,036

 

 

$

187,469

 

Add: Non-interest income

 

12,084

 

 

 

10,566

 

 

 

10,321

 

 

 

40,165

 

 

 

39,114

 

Less: Non-interest expense

 

60,069

 

 

 

50,157

 

 

 

37,805

 

 

 

190,881

 

 

 

150,002

 

Add: Merger and integration costs (non-GAAP)

 

7,783

 

 

 

4,155

 

 

 

 

 

 

13,824

 

 

 

 

Adjusted PPNR (non-GAAP)

$

34,077

 

 

$

31,693

 

 

$

21,560

 

 

$

105,144

 

 

$

76,581

 

 

 

 

 

 

 

 

 

 

 

(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.

 

Calculation of PPNR (non-GAAP): (1)

Less: Non-interest expense

Adjusted calculation of PPNR (non-GAAP): (1)

Less: Non-interest expense

Add: Merger and integration costs (non-GAAP)

(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.

 

December 31,
2025

 

September 30,
2025

 

December 31,
2024

Adjusted calculation of loans (non-GAAP):

 

 

 

 

 

Loans

$

6,422,942

 

 

$

6,396,344

 

 

$

4,529,074

Less: ESSA acquired loans, net of estimated purchase accounting fair value adjustments (non-GAAP)

 

(1,675,080

)

 

 

(1,651,056

)

 

 

Adjusted loans (non-GAAP)

$

4,747,862

 

 

$

4,745,288

 

 

$

4,529,074

 

Adjusted calculation of loans (non-GAAP):

Less: ESSA acquired loans, net of estimated purchase accounting fair value adjustments (non-GAAP)

 

December 31,
2025

 

September 30,
2025

 

December 31,
2024

Adjusted calculation of total deposits (non-GAAP):

 

 

 

 

 

Total deposits

$

7,027,109

 

 

$

6,900,267

 

 

$

5,371,364

Add: deposits held for sale (non-GAAP)

 

88,119

 

 

 

92,830

 

 

 

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)

$

5,659,423

 

 

$

5,537,292

 

 

$

5,371,364

 

Adjusted calculation of total deposits (non-GAAP):

Add: deposits held for sale (non-GAAP)

Less: ESSA acquired deposits, net of estimated purchase accounting fair value adjustments (non-GAAP)

Adjusted total deposits (non-GAAP)

CNB FINANCIAL CORPORATIONCONSOLIDATED FINANCIAL DATAUnaudited(dollars in thousands, except per share data)

Reconciliation of Non-GAAP Financial Measures

 

Three Months Ended

 

Twelve Months Ended

 

December 31,
2025

 

September 30,
2025

 

December 31,
2024

 

December 31,
2025

 

December 31,
2024

Basic earnings per common share computation:

 

 

 

 

 

 

 

 

 

Net income available to common shareholders

$

32,573

 

 

$

5,969

 

 

$

13,988

 

 

$

61,829

 

 

$

50,273

 

Less: net income available to common shareholders allocated to participating securities

 

210

 

 

 

50

 

 

 

98

 

 

 

476

 

 

 

388

 

Net income available to common shareholders allocated to common stock

$

32,363

 

 

$

5,919

 

 

$

13,890

 

 

$

61,353

 

 

$

49,885

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding, including shares considered participating securities

 

29,476

 

 

 

27,388

 

 

 

20,992

 

 

 

24,755

 

 

 

20,993

 

Less: average participating securities

 

179

 

 

 

209

 

 

 

135

 

 

 

169

 

 

 

155

 

Weighted average shares

 

29,297

 

 

 

27,179

 

 

 

20,857

 

 

 

24,586

 

 

 

20,838

 

Basic earnings per common share

$

1.10

 

 

$

0.22

 

 

$

0.67

 

 

$

2.50

 

 

$

2.39

 

 

 

 

 

 

 

 

 

 

 

Diluted earnings per common share computation:

 

 

 

 

 

 

 

 

 

Net income available to common shareholders allocated to common stock

$

32,363

 

 

$

5,919

 

 

$

13,890

 

 

$

61,353

 

 

$

49,885

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding for basic earnings per common share

 

29,297

 

 

 

27,179

 

 

 

20,857

 

 

 

24,586

 

 

 

20,838

 

Add: dilutive effect of stock compensation

 

103

 

 

 

101

 

 

 

73

 

 

 

83

 

 

 

62

 

Weighted average shares and dilutive potential common shares

 

29,400

 

 

 

27,280

 

 

 

20,930

 

 

 

24,669

 

 

 

20,900

 

Diluted earnings per common share

$

1.10

 

 

$

0.22

 

 

$

0.66

 

 

$

2.49

 

 

$

2.39

 

 

 

 

 

 

 

 

 

 

 

Adjusted basic earnings per common share computation (non-GAAP):

 

 

 

 

 

 

 

 

 

Net income available to common shareholders

$

32,573

 

 

$

5,969

 

 

$

13,988

 

 

$

61,829

 

 

$

50,273

 

Add: merger transaction related expenses and the provision adjustment related to adoption of ASU 2025-08, net of tax (non-GAAP)

 

(6,726

)

 

 

16,558

 

 

 

 

 

 

11,600

 

 

 

 

Less: net income available to common shareholders allocated to participating securities

 

210

 

 

 

50

 

 

 

98

 

 

 

476

 

 

 

388

 

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)

 

(41

)

 

 

127

 

 

 

 

 

 

79

 

 

 

 

Adjusted net income available to common shareholders allocated to common stock (non-GAAP)

$

25,678

 

 

$

22,350

 

 

$

13,890

 

 

$

72,874

 

 

$

49,885

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding, including shares considered participating securities

 

29,476

 

 

 

27,388

 

 

 

20,992

 

 

 

24,755

 

 

 

20,993

 

Less: average participating securities

 

179

 

 

 

209

 

 

 

135

 

 

 

169

 

 

 

155

 

Weighted average shares

 

29,297

 

 

 

27,179

 

 

 

20,857

 

 

 

24,586

 

 

 

20,838

 

Adjusted basic earnings per common share (non-GAAP)

$

0.88

 

 

$

0.82

 

 

$

0.67

 

 

$

2.96

 

 

$

2.39

 

 

 

 

 

 

 

 

 

 

 

Adjusted diluted earnings per common share computation (non-GAAP):

 

 

 

 

 

 

 

 

 

Adjusted net income available to common shareholders allocated to common stock (non-GAAP)

$

25,678

 

 

$

22,350

 

 

$

13,890

 

 

$

72,874

 

 

$

49,885

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding for basic earnings per common share

 

29,297

 

 

 

27,179

 

 

 

20,857

 

 

 

24,586

 

 

 

20,838

 

Add: dilutive effect of stock compensation

 

103

 

 

 

101

 

 

 

73

 

 

 

83

 

 

 

62

 

Weighted average shares and dilutive potential common shares

 

29,400

 

 

 

27,280

 

 

 

20,930

 

 

 

24,669

 

 

 

20,900

 

Adjusted diluted earnings per common share (non-GAAP)

$

0.87

 

 

$

0.82

 

 

$

0.66

 

 

$

2.95

 

 

$

2.39

 

 

Basic earnings per common share computation:

Net income available to common shareholders

Less: net income available to common shareholders allocated to participating securities

Net income available to common shareholders allocated to common stock

Weighted average common shares outstanding, including shares considered participating securities

Less: average participating securities

Basic earnings per common share

Diluted earnings per common share computation:

Net income available to common shareholders allocated to common stock

Weighted average common shares outstanding for basic earnings per common share

Add: dilutive effect of stock compensation

Weighted average shares and dilutive potential common shares

Diluted earnings per common share

Adjusted basic earnings per common share computation (non-GAAP):

Net income available to common shareholders

Add: merger transaction related expenses and the provision adjustment related to adoption of ASU 2025-08, net of tax (non-GAAP)

Less: net income available to common shareholders allocated to participating securities

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)

Adjusted net income available to common shareholders allocated to common stock (non-GAAP)

Weighted average common shares outstanding, including shares considered participating securities

Less: average participating securities

Adjusted basic earnings per common share (non-GAAP)

Adjusted diluted earnings per common share computation (non-GAAP):

Adjusted net income available to common shareholders allocated to common stock (non-GAAP)

Weighted average common shares outstanding for basic earnings per common share

Add: dilutive effect of stock compensation

Weighted average shares and dilutive potential common shares

Adjusted diluted earnings per common share (non-GAAP)

CNB FINANCIAL CORPORATIONCONSOLIDATED FINANCIAL DATAUnaudited(dollars in thousands, except per share data)

Reconciliation of Non-GAAP Financial Measures

 

Three Months Ended

 

Twelve Months Ended

 

December 31,
2025

 

September 30,
2025

 

December 31,
2024

 

December 31,
2025

 

December 31,
2024

Calculation of net interest margin:

 

 

 

 

 

 

 

 

 

Interest income

$

115,550

 

 

$

108,645

 

 

$

83,678

 

 

$

392,345

 

 

$

325,470

 

Interest expense

 

41,271

 

 

 

41,516

 

 

 

34,634

 

 

 

150,309

 

 

 

138,001

 

Net interest income

$

74,279

 

 

$

67,129

 

 

$

49,044

 

 

$

242,036

 

 

$

187,469

 

 

 

 

 

 

 

 

 

 

 

Average total earning assets

$

7,666,369

 

 

$

7,209,366

 

 

$

5,674,794

 

 

$

6,629,434

 

 

$

5,499,187

 

 

 

 

 

 

 

 

 

 

 

Net interest margin (GAAP) (annualized)

 

3.84

%

 

 

3.69

%

 

 

3.44

%

 

 

3.65

%

 

 

3.41

%

 

 

 

 

 

 

 

 

 

 

Calculation of net interest margin (fully tax equivalent basis) (non-GAAP):

 

 

 

 

 

 

 

 

 

Interest income

$

115,550

 

 

$

108,645

 

 

$

83,678

 

 

$

392,345

 

 

$

325,470

 

Tax equivalent adjustment (non-GAAP)

 

338

 

 

 

314

 

 

 

284

 

 

 

1,177

 

 

 

955

 

Adjusted interest income (fully tax equivalent basis) (non-GAAP)

 

115,888

 

 

 

108,959

 

 

 

83,962

 

 

 

393,522

 

 

 

326,425

 

Interest expense

 

41,271

 

 

 

41,516

 

 

 

34,634

 

 

 

150,309

 

 

 

138,001

 

Net interest income (fully tax equivalent basis) (non-GAAP)

$

74,617

 

 

$

67,443

 

 

$

49,328

 

 

$

243,213

 

 

$

188,424

 

 

 

 

 

 

 

 

 

 

 

Average total earning assets

$

7,666,369

 

 

$

7,209,366

 

 

$

5,674,794

 

 

$

6,629,434

 

 

$

5,499,187

 

Less: average mark to market adjustment on investments (non-GAAP)

 

(35,243

)

 

 

(39,121

)

 

 

(46,988

)

 

 

(41,218

)

 

 

(53,087

)

Adjusted average total earning assets, net of mark to market (non-GAAP)

$

7,701,612

 

 

$

7,248,487

 

 

$

5,721,782

 

 

$

6,670,652

 

 

$

5,552,274

 

 

 

 

 

 

 

 

 

 

 

Net interest margin, fully tax equivalent basis (non-GAAP) (annualized)

 

3.84

%

 

 

3.69

%

 

 

3.43

%

 

 

3.65

%

 

 

3.39

%

 

 

 

 

 

 

 

 

 

 

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)

$

74,617

 

 

$

67,443

 

 

$

49,328

 

 

$

243,213

 

 

$

188,424

 

Less: purchase accounting loan accretion

 

(3,158

)

 

 

(3,420

)

 

 

0

 

 

 

(6,578

)

 

 

0

 

Adjusted net interest income (fully tax equivalent basis) (non-GAAP)

$

71,459

 

 

$

64,023

 

 

$

49,328

 

 

$

236,635

 

 

$

188,424

 

 

 

 

 

 

 

 

 

 

 

Adjusted average total earning assets, net of mark to market (non-GAAP)

$

7,701,612

 

 

$

7,248,487

 

 

$

5,721,782

 

 

$

6,670,652

 

 

$

5,552,274

 

Adjusted net interest margin, fully tax equivalent basis (non-GAAP) (annualized)

 

3.68

%

 

 

3.50

%

 

 

3.43

%

 

 

3.55

%

 

 

3.39

%

(1) Purchase accounting loan accretion represents income recognized on estimated fair value adjustments to acquired loans.

 

Calculation of net interest margin:

Average total earning assets

Net interest margin (GAAP) (annualized)

Calculation of net interest margin (fully tax equivalent basis) (non-GAAP):

Tax equivalent adjustment (non-GAAP)

Adjusted interest income (fully tax equivalent basis) (non-GAAP)

Net interest income (fully tax equivalent basis) (non-GAAP)

Average total earning assets

Less: average mark to market adjustment on investments (non-GAAP)

Adjusted average total earning assets, net of mark to market (non-GAAP)

Net interest margin, fully tax equivalent basis (non-GAAP) (annualized)

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)

Less: purchase accounting loan accretion

Adjusted net interest income (fully tax equivalent basis) (non-GAAP)

Adjusted average total earning assets, net of mark to market (non-GAAP)

Adjusted net interest margin, fully tax equivalent basis (non-GAAP) (annualized)

(1) Purchase accounting loan accretion represents income recognized on estimated fair value adjustments to acquired loans.

CNB FINANCIAL CORPORATIONCONSOLIDATED FINANCIAL DATAUnaudited(dollars in thousands, except per share data)

Reconciliation of Non-GAAP Financial Measures

 

December 31,
2025

 

September 30,
2025

 

December 31,
2024

Calculation of tangible book value per common share and tangible common
equity / tangible assets (non-GAAP):

 

 

 

 

 

Shareholders’ equity

$

872,127

 

 

$

844,185

 

 

$

610,695

 

Less: preferred equity

 

57,785

 

 

 

57,785

 

 

 

57,785

 

Common shareholders’ equity

 

814,342

 

 

 

786,400

 

 

 

552,910

 

Less: goodwill and other intangibles

 

88,512

 

 

 

93,773

 

 

 

43,874

 

Less: core deposit intangible

 

33,693

 

 

 

34,727

 

 

 

206

 

Tangible common equity (non-GAAP)

$

692,137

 

 

$

657,900

 

 

$

508,830

 

 

 

 

 

 

 

Total assets

$

8,396,435

 

 

$

8,254,319

 

 

$

6,192,010

 

Less: goodwill and other intangibles

 

88,512

 

 

 

93,773

 

 

 

43,874

 

Less: core deposit intangible

 

33,693

 

 

 

34,727

 

 

 

206

 

Tangible assets (non-GAAP)

$

8,274,230

 

 

$

8,125,819

 

 

$

6,147,930

 

 

 

 

 

 

 

Ending shares outstanding

 

29,473,352

 

 

 

29,477,429

 

 

 

20,987,992

 

 

 

 

 

 

 

Book value per common share (GAAP)

$

27.63

 

 

$

26.68

 

 

$

26.34

 

Tangible book value per common share (non-GAAP)

$

23.48

 

 

$

22.32

 

 

$

24.24

 

 

 

 

 

 

 

Common shareholders’ equity / Total assets (GAAP)

 

9.70

%

 

 

9.53

%

 

 

8.93

%

Tangible common equity / Tangible assets (non-GAAP)

 

8.36

%

 

 

8.10

%

 

 

8.28

%

 

 

 

 

 

 

Adjusted calculation of book value per common share (non-GAAP):

 

 

 

 

 

Common shareholders’ equity

$

814,342

 

 

$

786,400

 

 

$

552,910

 

Add: merger transaction related expenses and the provision adjustment related to adoption of ASU 2025-08, net of tax (non-GAAP)

 

11,600

 

 

 

18,326

 

 

 

 

Adjusted common shareholders’ equity (non-GAAP)

$

825,942

 

 

$

804,726

 

 

$

552,910

 

 

 

 

 

 

 

Ending shares outstanding

 

29,473,352

 

 

 

29,477,429

 

 

 

20,987,992

 

 

 

 

 

 

 

Adjusted book value per common share (non-GAAP)

$

28.02

 

 

$

27.30

 

 

$

26.34

 

 

 

 

 

 

 

Adjusted calculation of tangible book value per common share (non-GAAP):

 

 

 

 

 

Tangible common equity (non-GAAP)

$

692,137

 

 

$

657,900

 

 

$

508,830

 

Add: merger transaction related expenses and the provision adjustment related to adoption of ASU 2025-08, net of tax (non-GAAP)

 

11,600

 

 

 

18,326

 

 

 

 

Adjusted tangible common equity (non-GAAP)

$

703,737

 

 

$

676,226

 

 

$

508,830

 

 

 

 

 

 

 

Ending shares outstanding

 

29,473,352

 

 

 

29,477,429

 

 

 

20,987,992

 

 

 

 

 

 

 

Adjusted tangible book value per common share (non-GAAP)

$

23.88

 

 

$

22.94

 

 

$

24.24

 

 

 

 

 

 

 

Adjusted calculation of tangible common equity / tangible assets (non-GAAP):

 

 

 

 

 

Adjusted tangible common shareholders’ equity (non-GAAP)

$

703,737

 

 

$

676,226

 

 

$

508,830

 

 

 

 

 

 

 

Tangible assets (non-GAAP)

$

8,274,230

 

 

$

8,125,819

 

 

$

6,147,930

 

Add: merger and integration costs (non-GAAP)

 

13,824

 

 

 

6,041

 

 

 

 

Adjusted tangible assets (non-GAAP)

$

8,288,054

 

 

$

8,131,860

 

 

$

6,147,930

 

 

 

 

 

 

 

Adjusted tangible common equity / Adjusted tangible assets (non-GAAP)

 

8.49

%

 

 

8.32

%

 

 

8.28

%

 

Calculation of tangible book value per common share and tangible commonequity / tangible assets (non-GAAP):

Common shareholders’ equity

Less: goodwill and other intangibles

Less: core deposit intangible

Tangible common equity (non-GAAP)

Less: goodwill and other intangibles

Less: core deposit intangible

Tangible assets (non-GAAP)

Book value per common share (GAAP)

Tangible book value per common share (non-GAAP)

Common shareholders’ equity / Total assets (GAAP)

Tangible common equity / Tangible assets (non-GAAP)

Adjusted calculation of book value per common share (non-GAAP):

Common shareholders’ equity

Add: merger transaction related expenses and the provision adjustment related to adoption of ASU 2025-08, net of tax (non-GAAP)

Adjusted common shareholders’ equity (non-GAAP)

Adjusted book value per common share (non-GAAP)

Adjusted calculation of tangible book value per common share (non-GAAP):

Tangible common equity (non-GAAP)

Add: merger transaction related expenses and the provision adjustment related to adoption of ASU 2025-08, net of tax (non-GAAP)

Adjusted tangible common equity (non-GAAP)

Adjusted tangible book value per common share (non-GAAP)

Adjusted calculation of tangible common equity / tangible assets (non-GAAP):

Adjusted tangible common shareholders’ equity (non-GAAP)

Tangible assets (non-GAAP)

Add: merger and integration costs (non-GAAP)

Adjusted tangible assets (non-GAAP)

Adjusted tangible common equity / Adjusted tangible assets (non-GAAP)

CNB FINANCIAL CORPORATIONCONSOLIDATED FINANCIAL DATAUnaudited(dollars in thousands, except per share data)

Reconciliation of Non-GAAP Financial Measures

 

Three Months Ended

 

Twelve Months Ended

 

December 31,
2025

 

September 30,
2025

 

December 31,
2024

 

December 31,
2025

 

December 31,
2024

Calculation of efficiency ratio:

 

 

 

 

 

 

 

 

 

Non-interest expense

$

60,069

 

 

$

50,157

 

 

$

37,805

 

 

$

190,881

 

 

$

150,002

 

 

 

 

 

 

 

 

 

 

 

Non-interest income

$

12,084

 

 

$

10,566

 

 

$

10,321

 

 

$

40,165

 

 

$

39,114

 

Net interest income

 

74,279

 

 

 

67,129

 

 

 

49,044

 

 

 

242,036

 

 

 

187,469

 

Total revenue

$

86,363

 

 

$

77,695

 

 

$

59,365

 

 

$

282,201

 

 

$

226,583

 

Efficiency ratio

 

69.55

%

 

 

64.56

%

 

 

63.68

%

 

 

67.64

%

 

 

66.20

%

 

 

 

 

 

 

 

 

 

 

Calculation of efficiency ratio (fully tax equivalent basis) (non-GAAP):

 

 

 

 

 

 

 

 

 

Non-interest expense

$

60,069

 

 

$

50,157

 

 

$

37,805

 

 

$

190,881

 

 

$

150,002

 

Less: core deposit intangible amortization

 

1,035

 

 

 

780

 

 

 

16

 

 

 

1,848

 

 

 

73

 

Adjusted non-interest expense (non-GAAP)

$

59,034

 

 

$

49,377

 

 

$

37,789

 

 

$

189,033

 

 

$

149,929

 

 

 

 

 

 

 

 

 

 

 

Non-interest income

$

12,084

 

 

$

10,566

 

 

$

10,321

 

 

$

40,165

 

 

$

39,114

 

 

 

 

 

 

 

 

 

 

 

Net interest income

$

74,279

 

 

$

67,129

 

 

$

49,044

 

 

$

242,036

 

 

$

187,469

 

Less: tax exempt investment and loan income, net of TEFRA (non-GAAP)

 

1,899

 

 

 

1,737

 

 

 

1,508

 

 

 

6,551

 

 

 

5,635

 

Add: tax exempt investment and loan income (fully tax equivalent basis) (non-GAAP)

 

2,691

 

 

 

2,453

 

 

 

2,111

 

 

 

9,266

 

 

 

8,068

 

Adjusted net interest income (fully tax equivalent basis) (non-GAAP)

 

75,071

 

 

 

67,845

 

 

 

49,647

 

 

 

244,751

 

 

 

189,902

 

Adjusted net revenue (fully tax equivalent basis) (non-GAAP)

$

87,155

 

 

$

78,411

 

 

$

59,968

 

 

$

284,916

 

 

$

229,016

 

 

 

 

 

 

 

 

 

 

 

Efficiency ratio (fully tax equivalent basis) (non-GAAP)

 

67.73

%

 

 

62.97

%

 

 

63.02

%

 

 

66.35

%

 

 

65.47

%

 

 

 

 

 

 

 

 

 

 

Adjusted calculation of efficiency ratio (fully tax equivalent basis) (non-GAAP):

 

 

 

 

 

 

 

 

 

Adjusted non-interest expense (non-GAAP)

$

59,034

 

 

$

49,377

 

 

$

37,789

 

 

$

189,033

 

 

$

149,929

 

Less: merger and integration costs (non-GAAP)

 

7,783

 

 

 

4,155

 

 

 

 

 

 

13,824

 

 

 

 

Adjusted non-interest expense (non-GAAP)

$

51,251

 

 

$

45,222

 

 

$

37,789

 

 

$

175,209

 

 

$

149,929

 

 

 

 

 

 

 

 

 

 

 

Adjusted net revenue (fully tax equivalent basis) (non-GAAP)

$

87,155

 

 

$

78,411

 

 

$

59,968

 

 

$

284,916

 

 

$

229,016

 

 

 

 

 

 

 

 

 

 

 

Adjusted efficiency ratio (fully tax equivalent basis) (non-GAAP)

 

58.80

%

 

 

57.67

%

 

 

63.02

%

 

 

61.49

%

 

 

65.47

%

 

Calculation of efficiency ratio:

Calculation of efficiency ratio (fully tax equivalent basis) (non-GAAP):

Less: core deposit intangible amortization

Adjusted non-interest expense (non-GAAP)

Less: tax exempt investment and loan income, net of TEFRA (non-GAAP)

Add: tax exempt investment and loan income (fully tax equivalent basis) (non-GAAP)

Adjusted net interest income (fully tax equivalent basis) (non-GAAP)

Adjusted net revenue (fully tax equivalent basis) (non-GAAP)

Efficiency ratio (fully tax equivalent basis) (non-GAAP)

Adjusted calculation of efficiency ratio (fully tax equivalent basis) (non-GAAP):

Adjusted non-interest expense (non-GAAP)

Less: merger and integration costs (non-GAAP)

Adjusted non-interest expense (non-GAAP)

Adjusted net revenue (fully tax equivalent basis) (non-GAAP)

Adjusted efficiency ratio (fully tax equivalent basis) (non-GAAP)

CNB FINANCIAL CORPORATIONCONSOLIDATED FINANCIAL DATAUnaudited(dollars in thousands, except per share data)

Reconciliation of Non-GAAP Financial Measures

 

Three Months Ended

 

Twelve Months Ended

 

December 31,
2025

 

September 30,
2025

 

December 31,
2024

 

December 31,
2025

 

December 31,
2024

Calculation of return on average tangible common equity (non-GAAP):

 

 

 

 

 

 

 

 

 

Net income

$

33,649

 

 

$

7,045

 

 

$

15,064

 

 

$

66,131

 

 

$

54,575

 

Less: preferred stock dividends

 

1,076

 

 

 

1,076

 

 

 

1,076

 

 

 

4,302

 

 

 

4,302

 

Net income available to common shareholders

$

32,573

 

 

$

5,969

 

 

$

13,988

 

 

$

61,829

 

 

$

50,273

 

 

 

 

 

 

 

 

 

 

 

Average shareholders’ equity

$

856,930

 

 

$

776,976

 

 

$

612,184

 

 

$

723,241

 

 

$

592,550

 

Less: average goodwill & intangibles

 

129,051

 

 

 

107,827

 

 

 

44,091

 

 

 

81,548

 

 

 

44,118

 

Less: average preferred equity

 

57,785

 

 

 

57,785

 

 

 

57,785

 

 

 

57,785

 

 

 

57,785

 

Average tangible common shareholders’ equity (non-GAAP)

$

670,094

 

 

$

611,364

 

 

$

510,308

 

 

$

583,908

 

 

$

490,647

 

 

 

 

 

 

 

 

 

 

 

Return on average equity (GAAP) (annualized)

 

15.58

%

 

 

3.60

%

 

 

9.79

%

 

 

9.14

%

 

 

9.21

%

Return on average common equity (GAAP) (annualized)

 

16.17

%

 

 

3.29

%

 

 

10.04

%

 

 

9.29

%

 

 

9.40

%

Return on average tangible common equity (non-GAAP) (annualized)

 

19.29

%

 

 

3.87

%

 

 

10.90

%

 

 

10.59

%

 

 

10.25

%

 

 

 

 

 

 

 

 

 

 

Adjusted calculation of return on average equity (non-GAAP):

 

 

 

 

 

 

 

 

 

Net income

$

33,649

 

 

$

7,045

 

 

$

15,064

 

 

$

66,131

 

 

$

54,575

 

Add: merger transaction related expenses and the provision adjustment related to adoption of ASU 2025-08, net of tax (non-GAAP)

 

(6,726

)

 

 

16,558

 

 

 

 

 

 

11,600

 

 

 

 

Adjusted net income (non-GAAP)

$

26,923

 

 

$

23,603

 

 

$

15,064

 

 

$

77,731

 

 

$

54,575

 

 

 

 

 

 

 

 

 

 

 

Average shareholders’ equity

$

856,930

 

 

$

776,976

 

 

$

612,184

 

 

$

723,241

 

 

$

592,550

 

 

 

 

 

 

 

 

 

 

 

Adjusted return on average equity (non-GAAP) (annualized)

 

12.46

%

 

 

12.05

%

 

 

9.79

%

 

 

10.75

%

 

 

9.21

%

 

 

 

 

 

 

 

 

 

 

Adjusted calculation of return on average tangible common equity (non-GAAP):

 

 

 

 

 

 

 

 

 

Net income available to common shareholders

$

32,573

 

 

$

5,969

 

 

$

13,988

 

 

$

61,829

 

 

$

50,273

 

Add: merger transaction related expenses and the provision adjustment related to adoption of ASU 2025-08, net of tax (non-GAAP)

 

(6,726

)

 

 

16,558

 

 

 

 

 

 

11,600

 

 

 

 

Adjusted net income available to common shareholders

$

25,847

 

 

$

22,527

 

 

$

13,988

 

 

$

73,429

 

 

$

50,273

 

 

 

 

 

 

 

 

 

 

 

Average tangible common shareholders’ equity (non-GAAP)

$

670,094

 

 

$

611,364

 

 

$

510,308

 

 

$

583,908

 

 

$

490,647

 

 

 

 

 

 

 

 

 

 

 

Adjusted return on average tangible common equity (non-GAAP) (annualized)

 

15.30

%

 

 

14.62

%

 

 

10.90

%

 

 

12.58

%

 

 

10.25

%

 

Calculation of return on average tangible common equity (non-GAAP):

Less: preferred stock dividends

Net income available to common shareholders

Average shareholders’ equity

Less: average goodwill & intangibles

Less: average preferred equity

Average tangible common shareholders’ equity (non-GAAP)

Return on average equity (GAAP) (annualized)

Return on average common equity (GAAP) (annualized)

Return on average tangible common equity (non-GAAP) (annualized)

Adjusted calculation of return on average equity (non-GAAP):

Add: merger transaction related expenses and the provision adjustment related to adoption of ASU 2025-08, net of tax (non-GAAP)

Adjusted net income (non-GAAP)

Average shareholders’ equity

Adjusted return on average equity (non-GAAP) (annualized)

Adjusted calculation of return on average tangible common equity (non-GAAP):

Net income available to common shareholders

Add: merger transaction related expenses and the provision adjustment related to adoption of ASU 2025-08, net of tax (non-GAAP)

Adjusted net income available to common shareholders

Average tangible common shareholders’ equity (non-GAAP)

Adjusted return on average tangible common equity (non-GAAP) (annualized)

CNB FINANCIAL CORPORATIONCONSOLIDATED FINANCIAL DATAUnaudited(dollars in thousands, except per share data)

Reconciliation of Non-GAAP Financial Measures

 

Three Months Ended

 

Twelve Months Ended

 

December 31,
2025

 

September 30,
2025

 

December 31,
2024

 

December 31,
2025

 

December 31,
2024

Calculation of return on average assets:

 

 

 

 

 

 

 

 

 

Net income

$

33,649

 

 

$

7,045

 

 

$

15,064

 

 

$

66,131

 

 

$

54,575

 

Average total assets

$

8,285,289

 

 

$

7,783,995

 

 

$

6,085,277

 

 

$

7,137,197

 

 

$

5,894,958

 

 

 

 

 

 

 

 

 

 

 

Return on average assets (GAAP) (annualized)

 

1.61

%

 

 

0.36

%

 

 

0.98

%

 

 

0.93

%

 

 

0.93

%

 

 

 

 

 

 

 

 

 

 

Adjusted calculation of return on average assets (non-GAAP):

 

 

 

 

 

 

 

 

 

Net income

$

33,649

 

 

$

7,045

 

 

$

15,064

 

 

$

66,131

 

 

$

54,575

 

Add: merger transaction related expenses and the provision adjustment related to adoption of ASU 2025-08, net of tax (non-GAAP)

 

(6,726

)

 

 

16,558

 

 

 

 

 

 

11,600

 

 

 

 

Adjusted net income

$

26,923

 

 

$

23,603

 

 

$

15,064

 

 

$

77,731

 

 

$

54,575

 

Average total assets

$

8,285,289

 

 

$

7,783,995

 

 

$

6,085,277

 

 

$

7,137,197

 

 

$

5,894,958

 

 

 

 

 

 

 

 

 

 

 

Adjusted return on average assets (non-GAAP) (annualized)

 

1.29

%

 

 

1.20

%

 

 

0.98

%

 

 

1.09

%

 

 

0.93

%

 

Calculation of return on average assets:

Return on average assets (GAAP) (annualized)

Adjusted calculation of return on average assets (non-GAAP):

Add: merger transaction related expenses and the provision adjustment related to adoption of ASU 2025-08, net of tax (non-GAAP)

Adjusted return on average assets (non-GAAP) (annualized)

CONTACT: Contact: Tito L. Lima Treasurer (814) 765-9621

#

Nothing on this site should be in any way construed as investment advice or a recommendation to buy or sell any security. Or do anything whatsoever. Any information posted on the site may be incorrect or incomplete.

Theme by Anders Norén