CNB Financial Corporation Reports First Quarter 2026 Results

CLEARFIELD, Pa., April 20, 2026 (GLOBE NEWSWIRE) — CNB Financial Corporation (“Corporation”) (NASDAQ: CCNE), the parent company of CNB Bank, today announced its earnings for the three months ended March 31, 2026.

Earnings – Net income available to common shareholders (“earnings”) was $26.0 million, or $0.88 per diluted share, for the three months ended March 31, 2026, compared to $32.6 million, or $1.10 per diluted share, for the three months ended December 31, 2025, and $10.4 million, or $0.50 per diluted share, for the three months ended March 31, 2025.

Adjusted earnings for the three months ended December 31, 2025, a non-GAAP measure, were $25.8 million, or $0.87 per diluted share, with adjusted earnings excluding after-tax merger and integration costs (“merger transaction related expenses”) related to the Corporation’s acquisition of ESSA Bancorp, Inc. (“ESSA”) 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.1 Earnings for March 31, 2026 represent an increase of $114 thousand or $0.01 per diluted share, compared to adjusted earnings for the three months ended December 31, 2025.

Loans – Excluding $78.3 million of syndicated loan balances, loans were $6.4 billion as of March 31, 2026. Organic loans decreased for the quarter by $67.3 million, or 1.41% (5.73% annualized), compared to December 31, 2025.1 The decrease in organic loans was driven primarily by an increased level of prepayments in certain larger Commercial Real Estate (“CRE”) loans.

Deposits – At March 31, 2026, total deposits were $7.1 billion. Including $89.9 million in deposits classified as held for sale, organic deposit growth for the quarter totaled $115.0 million, or 1.62% (6.55% annualized), compared to December 31, 2025.1

Net Interest Margin – Net interest margin was 3.83% for the three months ended March 31, 2026, compared to 3.84% for the three months ended December 31, 2025. Net interest margin on a fully tax-equivalent basis, a non-GAAP measure, was 3.84% and 3.84%, for the three months ended March 31, 2026 and December 31, 2025, respectively.1 Included in net interest margin on a fully tax-equivalent basis was $3.0 million and $3.2 million of purchase accounting loan accretion for the three months ended March 31, 2026 and December 31, 2025, respectively.

Credit Quality – Total nonperforming assets were approximately $49.2 million, or 0.58% of total assets, as of March 31, 2026, compared to $42.2 million, or 0.50% of total assets, as of December 31, 2025.

Net loan charge-offs for the three months ended March 31, 2026 were $884 thousand, or 0.06% (annualized) of average total loans and loans held for sale, compared to net loan charge-offs of $1.5 million, or 0.09% (annualized) of average total loans and loans held for sale, during the three months ended December 31, 2025.

Capital – Book value per common share was $28.06 and $27.63 at March 31, 2026 and December 31, 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. Book value per common share for March 31, 2026 reflects an increase of $0.04, or 0.14%, compared to adjusted book value per common share at December 31, 2025.1

Tangible book value per common share, a non-GAAP measure, was $23.97 and $23.48 as of March 31, 2026 and December 31, 2025, respectively.1 Excluding after-tax merger transaction related expenses and the provision adjustment related to adoption of ASU 2025-08, adjusted tangible book value per common share was $23.88 as of December 31, 2025. Tangible book value per common share for March 31, 2026 reflects an increase of $0.09, or 0.38%, compared to the adjusted tangible book value per common share as of December 31, 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 the comparability of results of operations with prior periods, and reflect the effects of significant gains and charges in the periods presented. A reconciliation of these non-GAAP financial measures is provided in the “Reconciliation of Non-GAAP Financial Measures” section.

Earnings were $26.0 million, or $0.88 per diluted share, for the three months ended March 31, 2026, compared to $32.6 million, or $1.10 per diluted share, for the three months ended December 31, 2025, and $10.4 million, or $0.50 per diluted share, for the three months ended March 31, 2025. 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. Earnings for March 31, 2026 represent an increase of $114 thousand or $0.01 per diluted share, compared to adjusted earnings for the three months ended December 31, 2025. The quarterly increase in adjusted earnings was driven by lower non-interest expense, partially offset by lower net interest income and non-interest income, as discussed below. Excluding after-tax merger transaction related expenses, earnings and diluted earnings per share were $11.9 million, or $0.57 per diluted share, for the quarter ended March 31, 2025. Earnings for March 31, 2026 represent an increase of $14.1 million or $0.31 per diluted share, representing a 54.39% increase compared to adjusted earnings per share for the three months ended March 31, 2025, due primarily to the overall impact of the acquisition of ESSA.1

At March 31, 2026, loans totaled $6.4 billion, excluding $78.3 million of syndicated loans. Organic loans decreased $67.3 million, or 1.41% (5.73% annualized), compared to December 31, 2025. Excluding $1.7 billion in loans, net of estimated purchase accounting fair value adjustments, acquired in the ESSA acquisition, organic loan growth was $156.2 million, or an increase of 3.44%, compared to March 31, 2025.1 The decrease in loans for the quarter ended March 31, 2026, compared to the quarter ended December 31, 2025, was primarily driven by an increased level of CRE loan prepayments, including full repayments of $71.4 million of CRE loans acquired in 2025 as a result of the ESSA merger, and a full payoff of $40.0 million of the Corporation’s largest office building loan related to a CRE property in the BankOnBuffalo division. The year-over-year growth in loans as of March 31, 2026, compared to March 31, 2025, was primarily driven by growth in the Ridge View Bank, BankOnBuffalo, and ERIEBANK markets.

At March 31, 2026, the syndicated loan portfolio totaled $78.3 million, or 1.22% of total loans, compared to $70.8 million, or 1.09% of total loans, at December 31, 2025 and $69.2 million, or 1.50% of total loans, at March 31, 2025. The increase in syndicated lending balances of $7.5 million compared to December 31, 2025 reflects the Corporation’s continued focus on evaluating the level and composition of its syndicated loan portfolio to ensure it continues to provide strong credit quality, profitable use of excess liquidity, and complements the Corporation’s loan growth from its in-market customer relationships. The Corporation’s portfolio of syndicated credits includes only commercial and industrial loans and no CRE exposure.

At March 31, 2026, total deposits were $7.1 billion. Including $89.9 million in deposits classified as held for sale, total deposits increased $115.0 million, or 1.62% (6.55% annualized), compared to December 31, 2025. Excluding $1.5 billion in deposits assumed in the ESSA acquisition (net of estimated purchase accounting fair value adjustments), and including $89.9 million in deposits classified as held for sale, total deposits increased $314.3 million, or 5.76%, compared to March 31, 2025.1 The $89.9 million in deposits classified as held for sale as of March 31, 2026 are associated with a planned sale of certain customer deposit accounts that are part of a broader strategic initiative to optimize the Corporation’s branch and market footprint following the ESSA acquisition. The quarter-over-quarter increase in organic deposit balances as of March 31, 2026, compared to December 31, 2025, was driven primarily by expanded Treasury Management activity among municipal deposit relationships, supplemented by growth in corporate and wholesale deposits. Additional deposit and liquidity profile details were as follows:

At March 31, 2026, the total estimated uninsured deposits for CNB Bank were approximately $2.1 billion, or 29.11% of total CNB Bank deposits. When excluding $32.1 million of affiliate company deposits and $808.1 million of pledged-investment collateralized deposits, adjusted total estimated uninsured deposits as of March 31, 2026 were approximately $1.3 billion, or 17.54% of total CNB Bank deposits.

The level of adjusted uninsured deposits at March 31, 2026 decreased compared to December 31, 2025. The total estimated uninsured deposits for CNB Bank at December 31, 2025 were approximately $2.0 billion, or approximately 28.13% of total CNB Bank deposits. 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.

At March 31, 2026, the Corporation had $517.7 million of cash equivalents held at CNB Bank’s interest-bearing deposit account at the Federal Reserve. These excess funds, when combined with total contingent liquidity resources of $6.2 billion including (i) available borrowing capacity from both the Federal Home Loan Bank of Pittsburgh (“FHLB”) and the Federal Reserve, and (ii) available unused commitments from brokered deposit sources and other third-party funding channels, including previously established lines of credit from correspondent banks, resulted in the total available liquidity sources for the Corporation as of March 31, 2026 of approximately 5.3 times the estimated amount of adjusted uninsured deposit balances discussed above.

At March 31, 2026 and December 31, 2025, the Corporation had $164.0 million outstanding in short-term borrowings. The Corporation had no outstanding short-term borrowings at March 31, 2025. The increase in short-term borrowings at March 31, 2026 compared to March 31, 2025 was attributable to borrowings assumed with the ESSA acquisition.

At March 31, 2026, the Corporation’s pre-tax net unrealized losses on the combined portfolios of available-for-sale and held-to-maturity securities totaled $51.9 million, or 5.83% of total shareholders’ equity, compared to $47.0 million, or 5.39% of total shareholders’ equity, at December 31, 2025, and $61.7 million, or 9.88% of total shareholders’ equity, at March 31, 2025. The change in unrealized losses during the first quarter of 2026 compared to the fourth quarter of 2025, as well as for the quarter ended March 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 March 31, 2026, December 31, 2025, and March 31, 2025 if the net unrealized losses at the respective dates were fully recognized.

Total nonperforming assets were $49.2 million, or 0.58% of total assets, as of March 31, 2026, compared to $42.2 million, or 0.50% of total assets, as of December 31, 2025, and were $56.1 million, or 0.89% of total assets, as of March 31, 2025. The increase of $7.0 million at March 31, 2026 compared to December 31, 2025 was primarily driven by one commercial relationship. The decrease of $6.9 million at March 31, 2026 compared to March 31, 2025 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 $884 thousand, or 0.06% (annualized) of average total loans and loans held for sale, for the three months ended March 31, 2026, compared to $1.5 million, or 0.09% (annualized) of average total loans and loans held for sale, during the three months ended December 31, 2025, and $1.4 million, or 0.13% (annualized) of average total loans and loans held for sale, during the three months ended March 31, 2025.

Pre-provision net revenue (“PPNR”), a non-GAAP measure, was $34.1 million for the three months ended March 31, 2026 and $26.3 million and $15.9 million for the three months ended December 31, 2025 and March 31, 2025, respectively.1 Excluding merger and integration costs, adjusted PPNR was $34.1 million and $17.4 million for the three months ended December 31, 2025 and March 31, 2025, respectively.1 The quarter-over-quarter change in adjusted PPNR was driven by lower non-interest expense, partially offset by lower net interest income and non-interest income. For the three months ended March 31, 2026, the increase compared to the three months ended March 31, 2025 was primarily attributable to stronger net interest income, partially offset by higher non-interest expenses.

Michael Peduzzi, President & CEO of the Corporation, stated: “In a quarter without significant merger-related expenses from our ESSA Bancorp acquisition and related system conversion in 2025, these first quarter earnings reflect positive and sustained core results, including expected operating efficiencies. As the acquired ESSA division’s demonstrated credit quality and core deposit stability have performed in alignment with our expectations, we are now focused on the growth opportunities presented in these new Northeastern Pennsylvania markets to complement the continued franchise expansion we are experiencing in our legacy CNB markets across our four-state footprint.

The first quarter’s net reduction in total loan balances was not reflective of the positive loan production in the quarter. We realized a favorable net increase in commercial and industrial (C&I) loan balances, and we enter the second quarter with a continuing strong loan pipeline across our entire portfolio mix, so we look for this positive production to continue. The quarter-over-quarter decline in total loans was primarily attributable to significant CRE payoffs well ahead of their scheduled maturities, including: (i) the payoff of a large $40 million commercial office building loan that, though a performing asset continuously since its origination several years back, was no longer in alignment with the Bank’s desired CRE portfolio profile; and (ii) over $70 million of total reductions in several CRE credits acquired from ESSA. Our original post-merger projections expected this ESSA CRE reduction to occur in the latter half of 2025, but many payoffs did not occur until the first quarter of 2026. Importantly, all of these CRE reductions were full payoffs with no concessions or loan losses. With both the net decreased CRE exposure from these large first quarter payoffs, and the increase in our total C&I loans outstanding, our current loan portfolio position reflects an effective rotation towards our more desired portfolio mix going forward.

The continued success and growth of our Treasury Management efforts, reflected by a continuing increase in our noninterest-bearing deposit balances, allowed us to continue to fund our franchise operations primarily by deposits as opposed to higher-costing borrowings. These Treasury Management customers also provide increasing prospects for noninterest income from deposit account management fees, interchange income on purchasing card program expansion, and increasing merchant services income. We also continue to enhance our fee-based revenues from Wealth Management with enhanced systems, services, and products to expand our Private Banking, investment management, and retirement plan offerings to both existing commercial relationship principals and new clients across many of our newer markets.

We remain focused on achieving increased shareholder tangible book value accretion and providing cash returns from sustained levels of operating performance and retained earnings, continued regular dividends, and strategic balance sheet and capital management activities.”

Other Balance Sheet Highlights

Book value per common share was $28.06, $27.63, and $27.01 at March 31, 2026, December 31, 2025, and March 31, 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. Excluding after-tax merger transaction related expenses, book value per common share was $27.08 at March 31, 2025. Book value per common share for March 31, 2026 reflects an increase of $0.04, or 0.14%, compared to adjusted book value per common share at December 31, 2025.1 The increase in book value per common share, excluding after-tax merger transaction related expenses and the provision adjustment related to adoption of ASU 2025-08, from December 31, 2025 to March 31, 2026 was primarily due to an increase in retained earnings (net of the payment of common and preferred stock dividends), partially offset by an increase in accumulated other comprehensive loss primarily from the after-tax impact of temporary unrealized valuation changes in the Corporation’s available-for-sale investment portfolio.1 The increase in book value per common share, excluding after-tax merger transaction related expenses, from March 31, 2025 to March 31, 2026 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, a non-GAAP measure, was $23.97, $23.48, and $24.91 as of March 31, 2026, December 31, 2025, and March 31, 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. Excluding after-tax merger transaction related expenses, tangible book value per common share was $24.98 as of March 31, 2025. Tangible book value per common share for March 31, 2026 reflects an increase of $0.09, or 0.38%, compared to adjusted tangible book value per common share as of December 31, 2025. Tangible book value per common share decreased $1.01, or 4.04%, excluding after-tax merger transaction related expenses, from March 31, 2025 to March 31, 2026, 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 $32.5 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 with the Corporation’s historically sound underwriting protocols and high credit quality standards for borrowers in the commercial real estate industry segments, the Corporation monitors numerous relevant sensitivity elements, including occupancy, loan-to-value, absorption and cap rates, debt service coverage and covenant compliance, and developer/lessor financial strength both in the project and globally. At March 31, 2026, the Corporation had the following key metrics related to its office, hospitality, and multifamily portfolios with such metrics including the impact on the respective portfolios of loans acquired during the third quarter of 2025 from the ESSA acquisition, as well as notable early payoffs of larger CRE credits occurring in the first quarter of 2026 as previously noted:

There were 142 outstanding loans, totaling $146.7 million, or 2.28% of total loans outstanding;

There were two nonaccrual commercial office loans that totaled $2.1 million, or 1.44% of total commercial office loans outstanding;

There were three past-due commercial office loans that totaled $2.3 million, or 1.58% of the total commercial office loans outstanding; and

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

Commercial hospitality loans:

There were 158 outstanding loans, totaling $346.5 million, or 5.39% 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 $2.2 million.

Commercial multifamily loans:

There were 352 outstanding loans, totaling $558.2 million, or 8.68% of total loans outstanding;

There were two nonaccrual commercial multifamily loans that totaled $782 thousand, or 0.14% of total multifamily loans outstanding;

There were four past-due commercial multifamily loan that totaled $1.1 million, or 0.19% 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 12.36%, 15.58%, and 7.52% for the three months ended March 31, 2026, December 31, 2025 and March 31, 2025, respectively. Excluding after‑tax merger transaction related expenses and the provision adjustment related to the adoption of ASU 2025‑08, annualized return on average equity was 12.46% for the three months ended December 31, 2025. Excluding after‑tax merger transaction related expenses, annualized return on average equity was 8.49% for the three months ended March 31, 2025.

Annualized return on average tangible common equity, a non-GAAP measure, was 14.89%, 19.29% and 8.15% for the three months ended March 31, 2026, December 31, 2025, and March 31, 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. Excluding after‑tax merger transaction related expenses, annualized return on average tangible common equity was 9.32% for the three months ended March 31, 2025.1

The Corporation’s efficiency ratio was 59.03%, 69.55% and 72.07% for the three months ended March 31, 2026, December 31, 2025 and March 31, 2025, respectively, and 57.32%, 67.73% and 71.28%, 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% and 68.62%, for the three months ended December 31, 2025 and March 31, 2025, respectively.1 The quarter-over-quarter decrease was primarily driven by lower non-interest expense, partially offset by lower 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.

Total revenue (net interest income plus non-interest income) was $83.3 million for the three months ended March 31, 2026, compared to $86.4 million and $56.9 million for the three months ended December 31, 2025 and March 31, 2025, respectively.

Net interest income was $73.3 million for the three months ended March 31, 2026, compared to $74.3 million and $48.4 million for the three months ended December 31, 2025 and March 31, 2025, respectively. When comparing the first quarter of 2026 to the fourth quarter of 2025, the decrease in net interest income of $956 thousand, or 1.29% (5.22% annualized), was primarily due to a decrease in average loans outstanding (primarily from certain larger CRE loan prepayments as previously discussed), lower average loan yields, and a decrease in purchase accounting accretion. Included in the first quarter of 2026 and fourth quarter of 2025 were $3.0 million and $3.2 million, respectively, in purchase accounting loan accretion.

Net interest margin was 3.83%, 3.84%, and 3.38% for the three months ended March 31, 2026, December 31, 2025, and March 31, 2025, respectively. Net interest margin on a fully tax-equivalent basis, a non-GAAP measure, was 3.84%, 3.84% and 3.37% for the three months ended March 31, 2026, December 31, 2025, and March 31, 2025, respectively.1 Excluding the $3.0 million and $3.2 million in purchase accounting loan accretion in the first quarter of 2026 and fourth quarter of 2025, respectively, the net interest margin on a fully tax-equivalent basis for the three months ended March 31, 2026 and December 31, 2025 was 3.68% and 3.68%, respectively.1

The yield on earning assets of 5.85% for the three months ended March 31, 2026 decreased 12 basis points compared to the three months ended December 31, 2025 and increased 12 basis points compared to the three months ended March 31, 2025. The decrease in yield in the first quarter of 2026 compared to the quarter ended December 31, 2025 was primarily attributable to a decrease in average loans outstanding (primarily from certain larger CRE loan prepayments as previously discussed), lower average loan yields, and a decrease in purchase accounting accretion. In addition, lower loan growth resulted in a higher mix of earning assets invested in lower‑yielding investment securities and interest‑bearing cash balances. The increase in yield in the first quarter of 2026 compared to the quarter ended March 31, 2025 was primarily attributable to year-over-year loan growth and the impact from the ESSA acquisition.

The cost of interest-bearing liabilities was 2.52% for the three months ended March 31, 2026, reflecting decreases of 13 basis points and 41 basis points from three months ended December 31, 2025 and the three months ended March 31, 2025, respectively. The decrease in the cost of interest-bearing liabilities is primarily the result of the Corporation’s targeted interest-bearing deposit rate decreases since mid-September 2024, coupled with the benefit of ESSA’s lower overall interest cost of deposits.

Total non‑interest income was $10.0 million for the three months ended March 31, 2026, compared to $12.1 million and $8.5 million for the three months ended December 31, 2025 and March 31, 2025, respectively. The quarter‑over‑quarter decrease was primarily attributable to lower wealth and asset management fees, reduced bank‑owned life insurance benefits, and lower net realized gains on available‑for‑sale securities, partially offset by an increase in other non‑interest income. The decrease in wealth and asset management fees was primarily due to the inclusion of a $1.1 million transition fee in the fourth quarter of 2025 related to the Corporation’s migration of its retail investment business platform to a new provider. The decrease in bank‑owned life insurance income was primarily attributable to $1.0 million in death benefit proceeds recognized in the fourth quarter of 2025. The increase in other non‑interest income reflects the absence of a $1.6 million loss on the sale of certain commercial real estate loans recorded in the fourth quarter of 2025, as previously disclosed. The year‑over‑year increase in non‑interest income was driven by increases in wealth and asset management fees, card processing and interchange income, and net realized gains on available‑for‑sale securities, partially offset by a decrease in other non‑interest income resulting from lower pass‑through income from small business investment companies (“SBICs”).

For the three months ended March 31, 2026, December 31, 2025, and March 31, 2025, total non‑interest expense was $49.2 million, $60.1 million, and $41.0 million, respectively. Excluding merger and integration costs, total non‑interest expense for the three months ended December 31, 2025, and March 31, 2025 was $52.3 million and $39.5 million, respectively.1 Excluding merger and integration costs, the quarter‑over‑quarter decrease of $3.1 million, or 5.93%, was primarily driven by lower salaries and benefits and lower state and local taxes. The decrease in salaries and benefits reflected both discipline in hiring activities as we continue to integrate employees and process changes from the ESSA acquisition, and lower incentive compensation accruals as the three months ended December 31, 2025 incentive compensation accruals reflected a higher level of expected payouts given full-year 2025 confirmed target achievements. State and local tax expenses declined due to an $852 thousand sales tax refund. Excluding merger costs, the $9.7 million increase in non-interest expense compared to the three months ended March 31, 2025 was primarily driven by employees, facilities, required software licensing and core accounting system volume fee increases, and other costs added from the acquisition of ESSA.

Income tax expense for the three months ended March 31, 2026 was $6.1 million, representing an 18.41% effective tax rate, compared to $8.1 million, representing a 19.48% effective tax rate, for the three months ended December 31, 2025, and $2.9 million, representing a 19.96% effective tax rate, for the three months ended March 31, 2025.

Total nonperforming assets were approximately $49.2 million, or 0.58% of total assets, as of March 31, 2026, compared to $42.2 million, or 0.50% of total assets, as of December 31, 2025, and $56.1 million, or 0.89% of total assets, as of March 31, 2025, as discussed in more detail above.

The allowance for credit losses measured as a percentage of total loans was 1.04% as of March 31, 2026, compared to 1.03% as of December 31, 2025, and 1.03% as of March 31, 2025. In addition, the allowance for credit losses as a percentage of nonaccrual loans was 145.33% as of March 31, 2026, compared to 168.29% and 87.57% as of December 31, 2025 and March 31, 2025, respectively.

The provision for credit losses was $998 thousand for the three months ended March 31, 2026, compared to a net reversal of $15.5 million for the three months ended December 31, 2025, and a provision of $1.6 million for the three months ended March 31, 2025. The $16.5 million increase in the provision expense for the first quarter of 2026 compared to the fourth quarter of 2025 was primarily driven by the early adoption of ASU 2025-08 in the fourth quarter of 2025. The adoption of ASU 2025-08 resulted in the reversal of $16.4 million in the 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.

As discussed in more detail above, for the three months ended March 31, 2026, net loan charge-offs were $884 thousand, or 0.06% (annualized) of average total loans and loans held for sale, compared to $1.5 million, or 0.06% (annualized) of average total loans and loans held for sale, during the three months ended December 31, 2025, and $1.4 million, or 0.13% (annualized) of average total loans and loans held for sale, during the three months ended March 31, 2025.

As of March 31, 2026, the Corporation’s total shareholders’ equity was $889.1 million, representing an increase of $17.0 million, or 1.95%, from December 31, 2025, and an increase of $264.6 million, or 42.37%, from March 31, 2025. The quarter‑over‑quarter increase was primarily driven by earnings growth, partially offset by the payment of common and preferred stock dividends and an increase in accumulated other comprehensive loss, primarily reflecting the after‑tax impact of market yield curve changes impacting the temporary unrealized valuation changes in the Corporation’s available‑for‑sale investment portfolio during the three months ended March 31, 2026. The year‑over‑year increase was driven by an increase of $202.6 million in additional paid‑in capital related to the ESSA acquisition, growth in earnings, and a decrease in accumulated other comprehensive loss, partially offset by the payment of common and preferred stock dividends during the twelve months ended March 31, 2026.

Regulatory capital ratios for the Corporation continue to exceed regulatory “well-capitalized” levels as of March 31, 2026, consistent with prior periods.

As of March 31, 2026, the Corporation’s ratio of common shareholders’ equity to total assets was 9.76% compared to 9.70% at December 31, 2025 and 9.00% at March 31, 2025. As of March 31, 2026, December 31, 2025, and March 31, 2025, the Corporation’s ratio of tangible common equity to tangible assets, a non-GAAP measure, was 8.46%, 8.36%, and 8.36%, 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%.1 Excluding merger transaction related expenses, the Corporation’s ratio of tangible common equity to tangible assets, a non-GAAP measure, as of March 31, 2025 was 8.38%.1 The increase in the ratio of tangible common equity to tangible assets compared to March 31, 2025 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 $8.5 billion. CNB Financial Corporation conducts business primarily through its principal subsidiary, CNB Bank. CNB Bank is a full-service bank engaging in a full range of banking activities and services, including trust and wealth management services, for individual, business, governmental, and institutional customers. CNB Bank operations include a private banking division, and 79 offices comprised of one loan production office, one mobile office, two limited service offices, and 75 full-service offices in Pennsylvania, Ohio, New York, and Virginia. CNB Bank, headquartered in Clearfield, Pennsylvania, with offices in Central and North Central Pennsylvania, serves as the multi-brand parent to various divisions. These divisions include ERIEBANK, based in Erie, Pennsylvania, with offices in Northwest Pennsylvania and Northeast Ohio; FCBank, based in Columbus, Ohio, with offices in Central Ohio; BankOnBuffalo, based in Buffalo, New York, with offices in Western New York; Ridge View Bank, based in Roanoke, Virginia, with offices in the Southwest Virginia region; 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 CORPORATION
CONSOLIDATED FINANCIAL DATA
Unaudited
(dollars in thousands, except per share data)

 

 

Three Months Ended

 

March 31,
2026

 

December 31,
2025

 

March 31,
2025

Income Statement

 

 

 

 

 

Interest and fees on loans

$

101,327

 

 

$

105,064

 

 

$

72,379

 

Interest and dividends on securities and cash and cash equivalents

 

10,711

 

 

 

10,486

 

 

 

10,000

 

Interest expense

 

(38,715

)

 

 

(41,271

)

 

 

(33,948

)

Net interest income

 

73,323

 

 

 

74,279

 

 

 

48,431

 

Provision for (reversal of) credit losses

 

998

 

 

 

(15,495

)

 

 

1,556

 

Net interest income after provision for credit losses

 

72,325

 

 

 

89,774

 

 

 

46,875

 

Non-interest income

 

 

 

 

 

Wealth and asset management fees

 

2,357

 

 

 

3,925

 

 

 

1,796

 

Service charges on deposit accounts

 

2,034

 

 

 

2,209

 

 

 

1,714

 

Other service charges and fees

 

422

 

 

 

445

 

 

 

510

 

Net realized gains on available-for-sale securities

 

331

 

 

 

771

 

 

 

 

Net realized and unrealized gains (losses) on equity securities

 

(89

)

 

 

280

 

 

 

(249

)

Mortgage banking

 

341

 

 

 

292

 

 

 

96

 

Bank owned life insurance

 

986

 

 

 

2,059

 

 

 

760

 

Card processing and interchange income

 

2,586

 

 

 

2,504

 

 

 

2,107

 

Other non-interest income (expense)

 

1,030

 

 

 

(401

)

 

 

1,773

 

Total non-interest income

 

9,998

 

 

 

12,084

 

 

 

8,507

 

Non-interest expenses

 

 

 

 

 

Salaries and benefits

 

24,983

 

 

 

26,472

 

 

 

20,564

 

Net occupancy expense of premises

 

5,449

 

 

 

5,329

 

 

 

4,038

 

Technology expense

 

7,181

 

 

 

7,419

 

 

 

5,378

 

Amortization of core deposit intangible

 

1,005

 

 

 

1,035

 

 

 

17

 

Advertising expense

 

788

 

 

 

996

 

 

 

514

 

State and local taxes

 

821

 

 

 

1,408

 

 

 

1,292

 

Legal, professional, and examination fees

 

772

 

 

 

1,004

 

 

 

849

 

FDIC insurance premiums

 

807

 

 

 

1,201

 

 

 

985

 

Card processing and interchange expenses

 

1,507

 

 

 

1,470

 

 

 

1,160

 

Merger and integration costs

 

 

 

 

7,783

 

 

 

1,529

 

Other non-interest expense

 

5,874

 

 

 

5,952

 

 

 

4,712

 

Total non-interest expenses

 

49,187

 

 

 

60,069

 

 

 

41,038

 

Income before income taxes

 

33,136

 

 

 

41,789

 

 

 

14,344

 

Income tax expense

 

6,100

 

 

 

8,140

 

 

 

2,863

 

Net income

 

27,036

 

 

 

33,649

 

 

 

11,481

 

Preferred stock dividends

 

1,075

 

 

 

1,076

 

 

 

1,075

 

Net income available to common shareholders

$

25,961

 

 

$

32,573

 

 

$

10,406

 

 

 

 

 

 

 

Ending shares outstanding

 

29,631,056

 

 

 

29,473,352

 

 

 

20,980,245

 

Average diluted common shares outstanding

 

29,439,453

 

 

 

29,400,418

 

 

 

20,925,388

 

Diluted earnings per common share

$

0.88

 

 

$

1.10

 

 

$

0.50

 

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

$

0.88

 

 

$

0.87

 

 

$

0.57

 

Cash dividends per common share

$

0.19

 

 

$

0.18

 

 

$

0.18

 

Dividend payout ratio

 

22

%

 

 

16

%

 

 

36

%

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

 

22

%

 

 

21

%

 

 

32

%

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

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 CORPORATION
CONSOLIDATED FINANCIAL DATA
Unaudited
(dollars in thousands, except per share data)

 

 

 

Three Months Ended

 

March 31,
2026

 

December 31,
2025

 

March 31,
2025

Average Balances

 

 

 

 

 

Total loans and loans held for sale

$

6,477,926

 

 

$

6,489,706

 

 

$

4,591,395

 

Investment securities

 

922,644

 

 

 

826,176

 

 

 

798,427

 

Total earning assets

 

7,761,592

 

 

 

7,666,369

 

 

 

5,803,526

 

Total assets

 

8,365,126

 

 

 

8,285,289

 

 

 

6,220,575

 

Noninterest-bearing deposits

 

1,124,770

 

 

 

1,138,484

 

 

 

814,441

 

Interest-bearing deposits

 

5,945,430

 

 

 

5,863,225

 

 

 

4,574,700

 

Shareholders’ equity

 

886,825

 

 

 

856,930

 

 

 

619,409

 

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

 

707,181

 

 

 

670,094

 

 

 

517,550

 

 

 

 

 

 

 

Average Yields (annualized)

 

 

 

 

 

Total loans and loans held for sale

 

6.36

%

 

 

6.44

%

 

 

6.41

%

Investment securities

 

3.22

%

 

 

3.12

%

 

 

2.75

%

Total earning assets

 

5.85

%

 

 

5.97

%

 

 

5.73

%

Interest-bearing deposits

 

2.45

%

 

 

2.55

%

 

 

2.89

%

Interest-bearing liabilities

 

2.52

%

 

 

2.65

%

 

 

2.93

%

 

 

 

 

 

 

Performance Ratios (annualized)

 

 

 

 

 

Return on average assets

 

1.31

%

 

 

1.61

%

 

 

0.75

%

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

 

1.31

%

 

 

1.29

%

 

 

0.85

%

Return on average equity

 

12.36

%

 

 

15.58

%

 

 

7.52

%

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

 

12.36

%

 

 

12.46

%

 

 

8.49

%

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

 

14.89

%

 

 

19.29

%

 

 

8.15

%

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

 

14.89

%

 

 

15.30

%

 

 

9.32

%

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

 

3.84

%

 

 

3.84

%

 

 

3.37

%

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

 

57.32

%

 

 

67.73

%

 

 

71.28

%

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

 

57.32

%

 

 

58.80

%

 

 

68.62

%

 

 

 

 

 

 

Net Loan Charge-Offs

 

 

 

 

 

CNB Bank net loan charge-offs

$

520

 

 

$

1,115

 

 

$

926

 

Holiday Financial net loan charge-offs

 

364

 

 

 

379

 

 

 

513

 

Total Corporation net loan charge-offs

$

884

 

 

$

1,494

 

 

$

1,439

 

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

 

0.06

%

 

 

0.09

%

 

 

0.13

%

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

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 CORPORATION
CONSOLIDATED FINANCIAL DATA
Unaudited
(dollars in thousands, except per share data)

 

 

 

 

 

 

 

March 31,
2026

 

December 31,
2025

 

March 31,
2025

Ending Balance Sheet

 

 

 

 

 

Cash and due from banks

$

78,740

 

 

$

78,197

 

 

$

68,745

 

Interest-bearing deposits with Federal Reserve

 

517,652

 

 

 

441,501

 

 

 

447,053

 

Interest-bearing deposits with other financial institutions

 

6,068

 

 

 

8,198

 

 

 

4,359

 

Total cash and cash equivalents

 

602,460

 

 

 

527,896

 

 

 

520,157

 

Debt securities available-for-sale, at fair value

 

695,532

 

 

 

584,330

 

 

 

516,412

 

Debt securities held-to-maturity, at amortized cost

 

225,193

 

 

 

242,138

 

 

 

282,159

 

Equity securities

 

10,904

 

 

 

10,865

 

 

 

10,293

 

Loans held for sale

 

280

 

 

 

2,517

 

 

 

860

 

Loans receivable

 

 

 

 

 

Syndicated loans

 

78,341

 

 

 

70,798

 

 

 

69,189

 

Loans

 

6,355,679

 

 

 

6,422,942

 

 

 

4,540,820

 

Total loans receivable

 

6,434,020

 

 

 

6,493,740

 

 

 

4,610,009

 

Less: allowance for credit losses

 

(67,055

)

 

 

(67,055

)

 

 

(47,357

)

Net loans receivable

 

6,366,965

 

 

 

6,426,685

 

 

 

4,562,652

 

Goodwill and other intangibles

 

88,512

 

 

 

88,512

 

 

 

43,874

 

Core deposit intangible

 

32,688

 

 

 

33,693

 

 

 

190

 

Other assets

 

492,362

 

 

 

479,799

 

 

 

358,911

 

Total Assets

$

8,514,896

 

 

$

8,396,435

 

 

$

6,295,508

 

 

 

 

 

 

 

Noninterest-bearing demand deposits

$

1,125,257

 

 

$

1,092,076

 

 

$

842,398

 

Interest-bearing demand deposits

 

1,015,327

 

 

 

1,014,606

 

 

 

719,460

 

Savings

 

3,846,595

 

 

 

3,822,639

 

 

 

3,160,618

 

Certificates of deposit

 

1,153,097

 

 

 

1,097,788

 

 

 

737,602

 

Total deposits

 

7,140,276

 

 

 

7,027,109

 

 

 

5,460,078

 

Short-term borrowings

 

164,000

 

 

 

164,000

 

 

 

 

Subordinated debentures

 

20,620

 

 

 

20,620

 

 

 

20,620

 

Subordinated notes, net of issuance costs

 

84,950

 

 

 

84,874

 

 

 

84,646

 

Deposits held for sale

 

89,923

 

 

 

88,119

 

 

 

 

Other liabilities

 

126,026

 

 

 

139,586

 

 

 

105,656

 

Total liabilities

 

7,625,795

 

 

 

7,524,308

 

 

 

5,671,000

 

Common stock

 

 

 

 

 

 

 

 

Preferred stock

 

57,785

 

 

 

57,785

 

 

 

57,785

 

Additional paid in capital

 

423,292

 

 

 

422,653

 

 

 

220,254

 

Retained earnings

 

445,265

 

 

 

424,935

 

 

 

387,925

 

Treasury stock

 

(2,971

)

 

 

(2,581

)

 

 

(4,944

)

Accumulated other comprehensive loss

 

(34,270

)

 

 

(30,665

)

 

 

(36,512

)

Total shareholders’ equity

 

889,101

 

 

 

872,127

 

 

 

624,508

 

Total liabilities and shareholders’ equity

$

8,514,896

 

 

$

8,396,435

 

 

$

6,295,508

 

 

 

 

 

 

 

Book value per common share

$

28.06

 

 

$

27.63

 

 

$

27.01

 

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

$

28.06

 

 

$

28.02

 

 

$

27.08

 

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

$

23.97

 

 

$

23.48

 

 

$

24.91

 

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

$

23.97

 

 

$

23.88

 

 

$

24.98

 

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

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 CORPORATION
CONSOLIDATED FINANCIAL DATA
Unaudited
(dollars in thousands, except per share data)

 

 

March 31,
2026

 

December 31,
2025

 

March 31,
2025

Capital Ratios

 

 

 

 

 

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

 

8.46

%

 

 

8.36

%

 

 

8.36

%

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

 

8.46

%

 

 

8.49

%

 

 

8.38

%

Tier 1 leverage ratio (2)

 

10.03

%

 

 

9.87

%

 

 

10.27

%

Common equity tier 1 ratio (2)

 

11.81

%

 

 

11.44

%

 

 

11.85

%

Tier 1 risk-based ratio (2)

 

13.03

%

 

 

12.65

%

 

 

13.50

%

Total risk-based ratio (2)

 

15.23

%

 

 

14.78

%

 

 

16.30

%

 

 

 

 

 

 

Asset Quality Detail

 

 

 

 

 

Nonaccrual loans

$

46,139

 

 

$

39,845

 

 

$

54,079

 

Loans 90+ days past due and accruing

 

106

 

 

 

42

 

 

 

308

 

Total nonperforming loans

 

46,245

 

 

 

39,887

 

 

 

54,387

 

Other real estate owned

 

2,930

 

 

 

2,280

 

 

 

1,664

 

Total nonperforming assets

$

49,175

 

 

$

42,167

 

 

$

56,051

 

 

 

 

 

 

 

Asset Quality Ratios

 

 

 

 

 

Nonperforming assets / Total loans + OREO

 

0.76

%

 

 

0.65

%

 

 

1.22

%

Nonperforming assets / Total assets

 

0.58

%

 

 

0.50

%

 

 

0.89

%

Ratio of allowance for credit losses on loans to nonaccrual loans

 

145.33

%

 

 

168.29

%

 

 

87.57

%

Allowance for credit losses / Total loans

 

1.04

%

 

 

1.03

%

 

 

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 March 31, 2026 are estimated pending final regulatory filings.

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

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 March 31, 2026 are estimated pending final regulatory filings.

 

 

CNB FINANCIAL CORPORATION
CONSOLIDATED FINANCIAL DATA
Unaudited
(dollars in thousands, except per share data)

 

 

 

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

 

Three Months Ended,

 

March 31, 2026

 

December 31, 2025

 

March 31, 2025

 

Average
Balance

 

Annual
Rate

 

Interest
Inc./Exp.

 

Average
Balance

 

Annual
Rate

 

Interest
Inc./Exp.

 

Average
Balance

 

Annual
Rate

 

Interest
Inc./Exp.

ASSETS:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Taxable (1) (4)

$

869,333

 

 

3.13

%

 

$

6,940

 

$

780,374

 

 

2.93

%

 

$

6,023

 

$

765,654

 

 

2.73

%

 

$

5,461

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

 

24,006

 

 

2.82

 

 

 

175

 

 

24,460

 

 

2.62

 

 

 

171

 

 

25,345

 

 

2.69

 

 

 

181

Equity securities (1) (2)

 

29,305

 

 

6.32

 

 

 

457

 

 

21,342

 

 

10.80

 

 

 

581

 

 

7,428

 

 

5.84

 

 

 

107

Total securities (4)

 

922,644

 

 

3.22

 

 

 

7,572

 

 

826,176

 

 

3.12

 

 

 

6,775

 

 

798,427

 

 

2.75

 

 

 

5,749

Loans receivable:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial (2) (3)

 

1,758,527

 

 

6.76

 

 

 

29,300

 

 

1,739,733

 

 

6.70

 

 

 

29,395

 

 

1,466,323

 

 

6.74

 

 

 

24,369

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

 

4,586,641

 

 

6.09

 

 

 

68,907

 

 

4,617,232

 

 

6.22

 

 

 

72,414

 

 

3,001,317

 

 

6.02

 

 

 

44,572

Consumer (3)

 

132,758

 

 

10.54

 

 

 

3,451

 

 

132,741

 

 

10.54

 

 

 

3,527

 

 

123,755

 

 

12.01

 

 

 

3,665

Total loans receivable (3)

 

6,477,926

 

 

6.36

 

 

 

101,658

 

 

6,489,706

 

 

6.44

 

 

 

105,336

 

 

4,591,395

 

 

6.41

 

 

 

72,606

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

 

361,022

 

 

3.60

 

 

 

3,206

 

 

350,487

 

 

4.28

 

 

 

3,777

 

 

413,704

 

 

4.20

 

 

 

4,284

Total earning assets

 

7,761,592

 

 

5.85

 

 

$

112,436

 

 

7,666,369

 

 

5.97

 

 

$

115,888

 

 

5,803,526

 

 

5.73

 

 

$

82,639

Noninterest-bearing assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and due from banks

 

78,471

 

 

 

 

 

 

 

77,224

 

 

 

 

 

 

 

58,152

 

 

 

 

 

Premises and equipment

 

147,949

 

 

 

 

 

 

 

150,220

 

 

 

 

 

 

 

129,188

 

 

 

 

 

Other assets

 

444,142

 

 

 

 

 

 

 

459,511

 

 

 

 

 

 

 

277,051

 

 

 

 

 

Allowance for credit losses

 

(67,028

)

 

 

 

 

 

 

(68,035

)

 

 

 

 

 

 

(47,342

)

 

 

 

 

Total non interest-bearing assets

 

603,534

 

 

 

 

 

 

 

618,920

 

 

 

 

 

 

 

417,049

 

 

 

 

 

TOTAL ASSETS

$

8,365,126

 

 

 

 

 

 

$

8,285,289

 

 

 

 

 

 

$

6,220,575

 

 

 

 

 

LIABILITIES AND SHAREHOLDERS’ EQUITY:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Demand—interest-bearing

$

1,015,629

 

 

0.93

%

 

$

2,331

 

$

998,897

 

 

0.94

%

 

$

2,357

 

$

704,874

 

 

0.88

%

 

$

1,527

Savings

 

3,819,819

 

 

2.52

 

 

 

23,763

 

 

3,728,182

 

 

2.63

 

 

 

24,707

 

 

3,131,697

 

 

3.09

 

 

 

23,840

Time

 

1,109,982

 

 

3.61

 

 

 

9,873

 

 

1,136,146

 

 

3.72

 

 

 

10,650

 

 

738,129

 

 

3.99

 

 

 

7,267

Total interest-bearing deposits

 

5,945,430

 

 

2.45

 

 

 

35,967

 

 

5,863,225

 

 

2.55

 

 

 

37,714

 

 

4,574,700

 

 

2.89

 

 

 

32,634

Short-term borrowings

 

164,000

 

 

3.63

 

 

 

1,466

 

 

187,781

 

 

4.41

 

 

 

2,085

 

 

 

 

0.00

 

 

 

Finance lease liabilities

 

18,038

 

 

5.31

 

 

 

236

 

 

18,059

 

 

9.10

 

 

 

414

 

 

15,143

 

 

6.32

 

 

 

236

Subordinated notes and debentures

 

105,532

 

 

4.02

 

 

 

1,046

 

 

105,456

 

 

3.98

 

 

 

1,058

 

 

105,228

 

 

4.15

 

 

 

1,078

Total interest-bearing liabilities

 

6,233,000

 

 

2.52

 

 

$

38,715

 

 

6,174,521

 

 

2.65

 

 

$

41,271

 

 

4,695,071

 

 

2.93

 

 

$

33,948

Demand—noninterest-bearing

 

1,124,770

 

 

 

 

 

 

 

1,138,484

 

 

 

 

 

 

 

814,441

 

 

 

 

 

Other liabilities

 

120,531

 

 

 

 

 

 

 

115,354

 

 

 

 

 

 

 

91,654

 

 

 

 

 

Total Liabilities

 

7,478,301

 

 

 

 

 

 

 

7,428,359

 

 

 

 

 

 

 

5,601,166

 

 

 

 

 

Shareholders’ equity

 

886,825

 

 

 

 

 

 

 

856,930

 

 

 

 

 

 

 

619,409

 

 

 

 

 

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY

$

8,365,126

 

 

 

 

 

 

$

8,285,289

 

 

 

 

 

 

$

6,220,575

 

 

 

 

 

Interest income/Earning assets

 

 

5.85

%

 

$

112,436

 

 

 

5.97

%

 

$

115,888

 

 

 

5.73

%

 

$

82,639

Interest expense/Interest-bearing liabilities

 

 

2.52

 

 

 

38,715

 

 

 

2.65

 

 

 

41,271

 

 

 

2.93

 

 

 

33,948

Net interest spread

 

 

3.33

%

 

$

73,721

 

 

 

3.32

%

 

$

74,617

 

 

 

2.80

%

 

$

48,691

Interest income/Earning assets

 

 

5.85

%

 

 

112,436

 

 

 

5.97

%

 

 

115,888

 

 

 

5.73

%

 

 

82,639

Interest expense/Earning assets

 

 

2.01

 

 

 

38,715

 

 

 

2.13

 

 

 

41,271

 

 

 

2.36

 

 

 

33,948

Net interest margin (fully tax-equivalent)

 

 

3.84

%

 

$

73,721

 

 

 

3.84

%

 

$

74,617

 

 

 

3.37

%

 

$

48,691

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(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 March 31, 2026, December 31, 2025 and March 31, 2025 was $398 thousand, $338 thousand and $260 thousand, respectively.

(3) Average loans receivable outstanding includes the average balance outstanding of all nonaccrual loans. Loans receivable consists of the average of total loans receivable less average unearned income. In addition, loans receivable interest income consists of loans receivable fees.

(4) Average balance is computed using the fair value of AFS securities and amortized cost of HTM securities. Average yield has been computed using amortized cost average balance for AFS and HTM securities. The adjustment to the average balance for securities in the calculation of average yield for the three months ended March 31, 2026, December 31, 2025 and March 31, 2025 was $(32.2) million, $(35.2) million and $(48.1) 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

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 March 31, 2026, December 31, 2025 and March 31, 2025 was $398 thousand, $338 thousand and $260 thousand, respectively.

(3) Average loans receivable outstanding includes the average balance outstanding of all nonaccrual loans. Loans receivable consists of the average of total loans receivable less average unearned income. In addition, loans receivable interest income consists of loans receivable fees.

(4) Average balance is computed using the fair value of AFS securities and amortized cost of HTM securities. Average yield has been computed using amortized cost average balance for AFS and HTM securities. The adjustment to the average balance for securities in the calculation of average yield for the three months ended March 31, 2026, December 31, 2025 and March 31, 2025 was $(32.2) million, $(35.2) million and $(48.1) million, respectively.

 

CNB FINANCIAL CORPORATION
CONSOLIDATED FINANCIAL DATA
Unaudited
(dollars in thousands, except per share data)

 

Reconciliation of Non-GAAP Financial Measures

 

 

Three Months Ended

 

March 31,
2026

 

December 31,
2025

 

March 31,
2025

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

 

 

$

1,327

 

 

 

 

 

 

 

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

 

 

 

 

(8,941

)

 

 

202

 

Statutory federal tax rate

 

21

%

 

 

21

%

 

 

21

%

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

 

 

 

 

(1,878

)

 

 

42

 

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

 

 

 

 

(7,063

)

 

 

160

 

 

 

 

 

 

 

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

$

 

 

$

(6,726

)

 

$

1,487

 

 

 

 

 

 

 

(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.

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

Reconciliation of Non-GAAP Financial Measures

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

 

March 31,
2026

 

December 31,
2025

 

March 31,
2025

Calculation of net income available to common (GAAP):

 

 

 

 

 

 

 

Net income

$

27,036

 

 

$

33,649

 

 

$

11,481

 

Less: preferred stock dividends

 

1,075

 

 

 

1,076

 

 

 

1,075

 

Net income available to common shareholders

$

25,961

 

 

$

32,573

 

 

$

10,406

 

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

Net income available to common shareholders

$

25,961

 

 

$

32,573

 

 

$

10,406

 

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

 

 

 

 

(6,726

)

 

 

1,487

 

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

$

25,961

 

 

$

25,847

 

 

$

11,893

 

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

 

March 31,
2026

 

December 31,
2025

 

March 31,
2025

Calculation of dividend payout ratio:

 

 

 

 

 

Cash dividends per common share

$

0.19

 

 

$

0.18

 

 

$

0.18

 

Diluted earnings per common share

 

0.88

 

 

 

1.10

 

 

 

0.50

 

Dividend payout ratio

 

22

%

 

 

16

%

 

 

36

%

 

 

 

 

 

 

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

 

 

 

 

 

Cash dividends per common share

$

0.19

 

 

$

0.18

 

 

$

0.18

 

Adjusted diluted earnings per common share (non-GAAP)

 

0.88

 

 

 

0.87

 

 

 

0.57

 

Adjusted dividend payout ratio (non-GAAP)

 

22

%

 

 

21

%

 

 

32

%

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

 

March 31,
2026

 

December 31,
2025

 

March 31,
2025

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

 

 

 

 

 

 

 

 

Net interest income

$

73,323

 

 

$

74,279

 

 

$

48,431

 

Add: Non-interest income

 

9,998

 

 

 

12,084

 

 

 

8,507

 

Less: Non-interest expense

 

49,187

 

 

 

60,069

 

 

 

41,038

 

PPNR (non-GAAP)

$

34,134

 

 

$

26,294

 

 

$

15,900

 

 

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

 

Net interest income

$

73,323

 

 

$

74,279

 

 

$

48,431

 

Add: Non-interest income

 

9,998

 

 

 

12,084

 

 

 

8,507

 

Less: Non-interest expense

 

49,187

 

 

 

60,069

 

 

 

41,038

 

Add: Merger and integration costs (non-GAAP)

 

 

 

 

7,783

 

 

 

1,529

 

Adjusted PPNR (non-GAAP)

$

34,134

 

 

$

34,077

 

 

$

17,429

 

 

 

 

 

 

 

 

 

 

(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.

 

March 31,
2026

 

December 31,
2025

 

March 31,
2025

Adjusted calculation of loans (non-GAAP):

 

 

 

 

 

 

Loans

$

6,355,679

 

 

$

6,422,942

 

 

$

4,540,820

 

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

 

(1,658,693

)

 

 

(1,658,693

)

 

 

 

Adjusted loans (non-GAAP)

$

4,696,986

 

 

$

4,764,249

 

 

$

4,540,820

 

Adjusted calculation of loans (non-GAAP):

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

 

March 31,
2026

 

December 31,
2025

 

March 31,
2025

Adjusted calculation of total deposits (non-GAAP):

 

 

 

 

 

 

Total deposits

$

7,140,276

 

 

$

7,027,109

 

 

$

5,460,078

 

Add: deposits held for sale (non-GAAP)

 

89,923

 

 

 

88,119

 

 

 

 

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)

$

5,774,394

 

 

$

5,659,423

 

 

$

5,460,078

 

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 CORPORATION
CONSOLIDATED FINANCIAL DATA
Unaudited
(dollars in thousands, except per share data)

 

 

 

Reconciliation of Non-GAAP Financial Measures

 

 

 

 

Three Months Ended

 

March 31,
2026

 

December 31,
2025

 

March 31,
2025

Basic earnings per common share computation:

 

 

 

 

 

 

 

Net income available to common shareholders

$

25,961

 

 

$

32,573

 

 

$

10,406

 

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

 

237

 

 

 

210

 

 

 

57

 

Net income available to common shareholders allocated to common stock

$

25,724

 

 

$

32,363

 

 

$

10,349

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding, including shares considered participating securities

 

29,576

 

 

 

29,476

 

 

 

20,981

 

Less: average participating securities

 

259

 

 

 

179

 

 

 

114

 

Weighted average shares

 

29,317

 

 

 

29,297

 

 

 

20,867

 

Basic earnings per common share

$

0.88

 

 

$

1.10

 

 

$

0.50

 

 

 

 

 

 

 

 

 

Diluted earnings per common share computation:

 

 

 

 

 

 

 

Net income available to common shareholders allocated to common stock

$

25,724

 

 

$

32,363

 

 

$

10,349

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding for basic earnings per common share

 

29,317

 

 

 

29,297

 

 

 

20,867

 

Add: dilutive effect of stock compensation

 

122

 

 

 

103

 

 

 

58

 

Weighted average shares and dilutive potential common shares

 

29,439

 

 

 

29,400

 

 

 

20,925

 

Diluted earnings per common share

$

0.88

 

 

$

1.10

 

 

$

0.50

 

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

Net income available to common shareholders

$

25,961

 

 

$

32,573

 

 

$

10,406

 

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

 

 

 

 

(6,726

)

 

 

1,487

 

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

 

237

 

 

 

210

 

 

 

57

 

Adjustment to net income available to common shareholders allocated to participating securities for merger transaction related expenses and the provision adjustment related to adoption of ASU 2025-08, net of tax (non-GAAP)

 

 

 

 

(41

)

 

 

8

 

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

$

25,724

 

 

$

25,678

 

 

$

11,828

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding, including shares considered participating securities

 

29,576

 

 

 

29,476

 

 

 

20,981

 

Less: average participating securities

 

259

 

 

 

179

 

 

 

114

 

Weighted average shares

 

29,317

 

 

 

29,297

 

 

 

20,867

 

Adjusted basic earnings per common share (non-GAAP)

$

0.88

 

 

$

0.88

 

 

$

0.57

 

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

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

$

25,724

 

 

$

25,678

 

 

$

11,828

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding for basic earnings per common share

 

29,317

 

 

 

29,297

 

 

 

20,867

 

Add: dilutive effect of stock compensation

 

122

 

 

 

103

 

 

 

58

 

Weighted average shares and dilutive potential common shares

 

29,439

 

 

 

29,400

 

 

 

20,925

 

Adjusted diluted earnings per common share (non-GAAP)

$

0.88

 

 

$

0.87

 

 

$

0.57

 

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

Reconciliation of Non-GAAP Financial Measures

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 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 CORPORATION
CONSOLIDATED FINANCIAL DATA
Unaudited
(dollars in thousands, except per share data)

 

Reconciliation of Non-GAAP Financial Measures

 

 

Three Months Ended

 

March 31,
2026

 

December 31,
2025

 

March 31,
2025

Calculation of net interest margin:

 

 

 

 

 

Interest income

$

112,038

 

 

$

115,550

 

 

$

82,379

 

Interest expense

 

38,715

 

 

 

41,271

 

 

 

33,948

 

Net interest income

$

73,323

 

 

$

74,279

 

 

$

48,431

 

 

 

 

 

 

 

Average total earning assets

$

7,761,592

 

 

$

7,666,369

 

 

$

5,803,526

 

 

 

 

 

 

 

Net interest margin (GAAP) (annualized)

 

3.83

%

 

 

3.84

%

 

 

3.38

%

 

 

 

 

 

 

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

 

 

 

 

 

Interest income

$

112,038

 

 

$

115,550

 

 

$

82,379

 

Tax equivalent adjustment (non-GAAP)

 

398

 

 

 

338

 

 

 

260

 

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

 

112,436

 

 

 

115,888

 

 

 

82,639

 

Interest expense

 

38,715

 

 

 

41,271

 

 

 

33,948

 

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

$

73,721

 

 

$

74,617

 

 

$

48,691

 

 

 

 

 

 

 

Average total earning assets

$

7,761,592

 

 

$

7,666,369

 

 

$

5,803,526

 

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

 

(32,170

)

 

 

(35,243

)

 

 

(48,070

)

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

$

7,793,762

 

 

$

7,701,612

 

 

$

5,851,596

 

 

 

 

 

 

 

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

 

3.84

%

 

 

3.84

%

 

 

3.37

%

 

 

 

 

 

 

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)

$

73,721

 

 

$

74,617

 

 

$

48,691

 

Less: purchase accounting loan accretion

 

(3,040

)

 

 

(3,158

)

 

 

 

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

$

70,681

 

 

$

71,459

 

 

$

48,691

 

 

 

 

 

 

 

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

$

7,793,762

 

 

$

7,701,612

 

 

$

5,851,596

 

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

 

3.68

%

 

 

3.68

%

 

 

3.37

%

(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

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 CORPORATION
CONSOLIDATED FINANCIAL DATA
Unaudited
(dollars in thousands, except per share data)

 

Reconciliation of Non-GAAP Financial Measures

 

 

March 31,
2026

 

December 31,
2025

 

March 31,
2025

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

 

 

 

 

 

Shareholders’ equity

$

889,101

 

 

$

872,127

 

 

$

624,508

 

Less: preferred equity

 

57,785

 

 

 

57,785

 

 

 

57,785

 

Common shareholders’ equity

 

831,316

 

 

 

814,342

 

 

 

566,723

 

Less: goodwill and other intangibles

 

88,512

 

 

 

88,512

 

 

 

43,874

 

Less: core deposit intangible

 

32,688

 

 

 

33,693

 

 

 

190

 

Tangible common equity (non-GAAP)

$

710,116

 

 

$

692,137

 

 

$

522,659

 

 

 

 

 

 

 

Total assets

$

8,514,896

 

 

$

8,396,435

 

 

$

6,295,508

 

Less: goodwill and other intangibles

 

88,512

 

 

 

88,512

 

 

 

43,874

 

Less: core deposit intangible

 

32,688

 

 

 

33,693

 

 

 

190

 

Tangible assets (non-GAAP)

$

8,393,696

 

 

$

8,274,230

 

 

$

6,251,444

 

 

 

 

 

 

 

Ending shares outstanding

 

29,631,056

 

 

 

29,473,352

 

 

 

20,980,245

 

 

 

 

 

 

 

Book value per common share (GAAP)

$

28.06

 

 

$

27.63

 

 

$

27.01

 

Tangible book value per common share (non-GAAP)

$

23.97

 

 

$

23.48

 

 

$

24.91

 

 

 

 

 

 

 

Common shareholders’ equity / Total assets (GAAP)

 

9.76

%

 

 

9.70

%

 

 

9.00

%

Tangible common equity / Tangible assets (non-GAAP)

 

8.46

%

 

 

8.36

%

 

 

8.36

%

 

 

 

 

 

 

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

 

 

 

 

 

Common shareholders’ equity

$

831,316

 

 

$

814,342

 

 

$

566,723

 

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

 

 

 

 

11,600

 

 

 

1,487

 

Adjusted common shareholders’ equity (non-GAAP)

$

831,316

 

 

$

825,942

 

 

$

568,210

 

 

 

 

 

 

 

Ending shares outstanding

 

29,631,056

 

 

 

29,473,352

 

 

 

20,980,245

 

 

 

 

 

 

 

Adjusted book value per common share (non-GAAP)

$

28.06

 

 

$

28.02

 

 

$

27.08

 

 

 

 

 

 

 

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

 

 

 

 

 

Tangible common equity (non-GAAP)

$

710,116

 

 

$

692,137

 

 

$

522,659

 

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

 

 

 

 

11,600

 

 

 

1,487

 

Adjusted tangible common equity (non-GAAP)

$

710,116

 

 

$

703,737

 

 

$

524,146

 

 

 

 

 

 

 

Ending shares outstanding

 

29,631,056

 

 

 

29,473,352

 

 

 

20,980,245

 

 

 

 

 

 

 

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

$

23.97

 

 

$

23.88

 

 

$

24.98

 

 

 

 

 

 

 

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

 

 

 

 

 

Adjusted tangible common shareholders’ equity (non-GAAP)

$

710,116

 

 

$

703,737

 

 

$

524,146

 

 

 

 

 

 

 

Tangible assets (non-GAAP)

$

8,393,696

 

 

$

8,274,230

 

 

$

6,251,444

 

Add: merger and integration costs (non-GAAP)

 

 

 

 

13,824

 

 

 

1,529

 

Adjusted tangible assets (non-GAAP)

$

8,393,696

 

 

$

8,288,054

 

 

$

6,252,973

 

 

 

 

 

 

 

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

 

8.46

%

 

 

8.49

%

 

 

8.38

%

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

Reconciliation of Non-GAAP Financial Measures

Calculation of tangible book value per common share and tangible common equity / 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 CORPORATION
CONSOLIDATED FINANCIAL DATA
Unaudited
(dollars in thousands, except per share data)

 

Reconciliation of Non-GAAP Financial Measures

 

 

Three Months Ended

 

March 31,
2026

 

December 31,
2025

 

March 31,
2025

Calculation of efficiency ratio:

 

 

 

 

 

Non-interest expense

$

49,187

 

 

$

60,069

 

 

$

41,038

 

 

 

 

 

 

 

Non-interest income

$

9,998

 

 

$

12,084

 

 

$

8,507

 

Net interest income

 

73,323

 

 

 

74,279

 

 

 

48,431

 

Total revenue

$

83,321

 

 

$

86,363

 

 

$

56,938

 

Efficiency ratio

 

59.03

%

 

 

69.55

%

 

 

72.07

%

 

 

 

 

 

 

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

 

 

 

 

 

Non-interest expense

$

49,187

 

 

$

60,069

 

 

$

41,038

 

Less: core deposit intangible amortization

 

1,005

 

 

 

1,035

 

 

 

17

 

Adjusted non-interest expense (non-GAAP)

$

48,182

 

 

$

59,034

 

 

$

41,021

 

 

 

 

 

 

 

Non-interest income

$

9,998

 

 

$

12,084

 

 

$

8,507

 

 

 

 

 

 

 

Net interest income

$

73,323

 

 

$

74,279

 

 

$

48,431

 

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

 

1,965

 

 

 

1,899

 

 

 

1,464

 

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

 

2,704

 

 

 

2,691

 

 

 

2,076

 

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

 

74,062

 

 

 

75,071

 

 

 

49,043

 

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

$

84,060

 

 

$

87,155

 

 

$

57,550

 

 

 

 

 

 

 

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

 

57.32

%

 

 

67.73

%

 

 

71.28

%

 

 

 

 

 

 

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

 

 

 

 

 

Adjusted non-interest expense (non-GAAP)

$

48,182

 

 

$

59,034

 

 

$

41,021

 

Less: merger and integration costs (non-GAAP)

 

 

 

 

7,783

 

 

 

1,529

 

Adjusted non-interest expense (non-GAAP)

$

48,182

 

 

$

51,251

 

 

$

39,492

 

 

 

 

 

 

 

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

$

84,060

 

 

$

87,155

 

 

$

57,550

 

 

 

 

 

 

 

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

 

57.32

%

 

 

58.80

%

 

 

68.62

%

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

Reconciliation of Non-GAAP Financial Measures

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 CORPORATION
CONSOLIDATED FINANCIAL DATA
Unaudited
(dollars in thousands, except per share data)

 

 

Reconciliation of Non-GAAP Financial Measures

 

 

 

Three Months Ended

 

March 31,
2026

 

December 31,
2025

 

March 31,
2025

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

 

 

 

 

 

Net income

$

27,036

 

 

$

33,649

 

 

$

11,481

 

Less: preferred stock dividends

 

1,075

 

 

 

1,076

 

 

 

1,075

 

Net income available to common shareholders

$

25,961

 

 

$

32,573

 

 

$

10,406

 

 

 

 

 

 

 

Average shareholders’ equity

$

886,825

 

 

$

856,930

 

 

$

619,409

 

Less: average goodwill & intangibles

 

121,859

 

 

 

129,051

 

 

 

44,074

 

Less: average preferred equity

 

57,785

 

 

 

57,785

 

 

 

57,785

 

Average tangible common shareholders’ equity (non-GAAP)

$

707,181

 

 

$

670,094

 

 

$

517,550

 

 

 

 

 

 

 

Return on average equity (GAAP) (annualized)

 

12.36

%

 

 

15.58

%

 

 

7.52

%

Return on average common equity (GAAP) (annualized)

 

12.70

%

 

 

16.17

%

 

 

7.51

%

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

 

14.89

%

 

 

19.29

%

 

 

8.15

%

 

 

 

 

 

 

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

 

 

 

 

 

Net income

$

27,036

 

 

$

33,649

 

 

$

11,481

 

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

 

 

 

 

(6,726

)

 

 

1,487

 

Adjusted net income (non-GAAP)

$

27,036

 

 

$

26,923

 

 

$

12,968

 

 

 

 

 

 

 

Average shareholders’ equity

$

886,825

 

 

$

856,930

 

 

$

619,409

 

 

 

 

 

 

 

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

 

12.36

%

 

 

12.46

%

 

 

8.49

%

 

 

 

 

 

 

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

 

 

 

 

 

Net income available to common shareholders

$

25,961

 

 

$

32,573

 

 

$

10,406

 

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

 

 

 

 

(6,726

)

 

 

1,487

 

Adjusted net income available to common shareholders

$

25,961

 

 

$

25,847

 

 

$

11,893

 

 

 

 

 

 

 

Average tangible common shareholders’ equity (non-GAAP)

$

707,181

 

 

$

670,094

 

 

$

517,550

 

 

 

 

 

 

 

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

 

14.89

%

 

 

15.30

%

 

 

9.32

%

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

Reconciliation of Non-GAAP Financial Measures

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 CORPORATION
CONSOLIDATED FINANCIAL DATA
Unaudited
(dollars in thousands, except per share data)

 

Reconciliation of Non-GAAP Financial Measures

 

 

Three Months Ended

 

March 31,
2026

 

December 31,
2025

 

March 31,
2025

Calculation of return on average assets:

 

 

 

 

 

Net income

$

27,036

 

 

$

33,649

 

 

$

11,481

 

Average total assets

$

8,365,126

 

 

$

8,285,289

 

 

$

6,220,575

 

 

 

 

 

 

 

Return on average assets (GAAP) (annualized)

 

1.31

%

 

 

1.61

%

 

 

0.75

%

 

 

 

 

 

 

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

 

 

 

 

 

Net income

$

27,036

 

 

$

33,649

 

 

$

11,481

 

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

 

 

 

 

(6,726

)

 

 

1,487

 

Adjusted net income

$

27,036

 

 

$

26,923

 

 

$

12,968

 

Average total assets

$

8,365,126

 

 

$

8,285,289

 

 

$

6,220,575

 

 

 

 

 

 

 

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

 

1.31

%

 

 

1.29

%

 

 

0.85

%

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

Reconciliation of Non-GAAP Financial Measures

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

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