CNB Financial Corporation Reports Second Quarter 2025 Results

CLEARFIELD, Pa., July 22, 2025 (GLOBE NEWSWIRE) -- CNB Financial Corporation (“Corporation”) (NASDAQ: CCNE), the parent company of CNB Bank, today announced its earnings for the three and six months ended June 30, 2025. Key Financial Trends Earnings - Net income available to common shareholders ("earnings") was $12.9 million, or $0.61 per diluted share, and $10.4 million, or $0.50 per diluted share, for the three months ended June 30, 2025 and March 31, 2025, respectively.Excluding after-tax merger costs, earnings were $13.2 million, or $0.63 per diluted share, for the three months ended June 30, 2025, reflecting an increase of $1.3 million, or 11.31%, and $0.06 per diluted share, or 10.53%, compared to earnings of $11.9 million, or $0.57 per diluted share, for the three months ended March 31, 2025.1 Loans - At June 30, 2025, loans totaled $4.7 billion, excluding the balances of syndicated loans, representing a quarterly increase of $113.7 million, or 2.50% (10.04% annualized), compared to March 31, 2025.Deposits - At June 30, 2025, total deposits were $5.5 billion, reflecting a quarterly increase of $7.0 million, or 0.13% (0.51% annualized), compared to March 31, 2025. The second quarter of 2025 included the exits/reductions of higher cost municipal deposits totaling approximately $77.7 million. Excluding the impact of these exits/reductions, total deposits increased approximately $84.7 million or 1.55% (6.22% annualized), compared to the first quarter of 2025.1 Net Interest Margin - Net interest margin was 3.60% for the three months ended June 30, 2025, compared to 3.38% for the three months ended March 31, 2025. Net interest margin on a fully tax-equivalent basis, a non-GAAP measure, was 3.59% and 3.37%, for the three months ended June 30, 2025 and March 31, 2025, respectively.1Credit Quality - Total nonperforming assets were approximately $30.4 million, or 0.48% of total assets, as of June 30, 2025, compared to $56.1 million, or 0.89% of total assets, as of March 31, 2025. The $25.7 million decrease in nonperforming assets for the three months ended June 30, 2025, was primarily due to the resolution of approximately $24.1 million in non-performing assets, as discussed in more detail below.Net loan charge-offs were $3.3 million, or 0.28% (annualized) of average total loans and loans held for sale, for the three months ended June 30 2025, compared to $1.4 million, or 0.13% (annualized) of average total loans and loans held for sale, during the three months ended March 31, 2025. Capital - As of June 30, 2025, the Corporation’s ratio of common shareholders' equity to total assets was 9.17% compared to 9.00% at March 31, 2025. As of June 30, 2025 and March 31, 2025, the Corporation’s ratio of tangible common equity to tangible assets, a non-GAAP measure, was 8.53% and 8.36%, respectively.1 Executive Summary Net income available to common shareholders ("earnings") was $12.9 million, or $0.61 per diluted share, and $10.4 million, or $0.50 per diluted share, for the three months ended June 30, 2025 and March 31, 2025, respectively. Excluding after-tax merger costs, earnings were $13.2 million, or $0.63 per diluted share, for the three months ended June 30, 2025, reflecting an increase of $1.3 million, or 11.31%, and $0.06 per diluted share, or 10.53%, compared to earnings of $11.9 million, or $0.57 per diluted share, for the three months ended March 31, 2025.1 The quarterly increase was a result of an increase in net interest income and non-interest income, and a decrease in non-interest expense, partially offset by an increase in the provision for credit losses, as discussed in more detail below. Excluding after-tax merger costs in the second quarter 2025, earnings and diluted earnings per share when compared to earnings of $11.9 million, or $0.56 per diluted share, in the quarter ended June 30, 2024, increased $1.4 million, or 11.41%, and $0.07 per diluted share, or 12.50%, due to an increase in net interest income and non-interest income, partially offset by increases in non-interest expense and the provision for credit losses.1Earnings were $23.3 million, or $1.10 per diluted share, for the six months ended June 30, 2025. Excluding after-tax merger costs, earnings were $25.1 million, or $1.19 per diluted share, for the six months ended June 30, 2025, reflecting an increase of $1.7 million, or 7.37%, and $0.08 per diluted share, or 7.21%, compared to earnings of $23.4 million, or $1.11 per diluted share, for the six months ended June 30, 2024.1 The year-to-date increase was a result of an increase in net interest income, partially offset by a decrease in non-interest income, and increases in non-interest expense and the provision for credit losses, as discussed in more detail below.At June 30, 2025, loans totaled $4.7 billion, excluding the balances of syndicated loans. This total of $4.7 billion in loans represented a quarterly increase of $113.7 million, or 2.50% (10.04% annualized), compared to March 31, 2025, and a year-over-year increase of $228.7 million, or 5.17%, compared to June 30, 2024. The increase in loans for the quarter ended June 30, 2025, compared to the quarter ended March 31, 2025, and the year-over-year increase in loans as of June 30, 2025, compared to June 30, 2024, was primarily driven by growth in the ERIEBANK, Ridge View Bank, BankOnBuffalo, and the legacy CNB markets, as well as CNB Bank's Private Banking division.At June 30, 2025, the syndicated loan portfolio totaled $78.9 million, or 1.67% of total loans, compared to $69.2 million, or 1.50% of total loans, at March 31, 2025 and $53.9 million, or 1.20% of total loans, at June 30, 2024. The increase in syndicated lending balances of $9.7 million compared to March 31, 2025 and $25.0 million compared to June 30, 2024 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 complement the Corporation’s loan growth from its in-market customer relationships. At June 30, 2025, total deposits were $5.5 billion, reflecting a quarterly increase of $7.0 million, or 0.13% (0.51% annualized), compared to March 31, 2025, and a year-over-year increase of $356.2 million, or 6.97%, compared to total deposits measured as of June 30, 2024. The growth in total deposits in the second quarter of 2025 includes the exit/reductions of higher cost municipal deposits totaling approximately $77.7 million. Excluding the impact of these exit/reductions, total deposits increased approximately $84.7 million or 1.55% (6.22% annualized).1 The increase in deposit balances for the quarter ended June 30, 2025, compared to the quarter ended March 31, 2025, and the year-over-year increase in deposit balances as of June 30, 2025, was driven primarily by higher Treasury Management sourced business and municipal deposits, coupled with growth in retail accounts, including time deposits. Additional deposit and liquidity profile details were as follows:At June 30, 2025, the total estimated uninsured deposits for CNB Bank were approximately $1.6 billion, or approximately 28.62% of total CNB Bank deposits. However, when excluding $103.5 million of affiliate company deposits and $509.0 million of pledged-investment collateralized deposits, the adjusted amount and percentage of total estimated uninsured deposits was approximately $982.0 million, or approximately 17.63% of total CNB Bank deposits as of June 30, 2025.The level of adjusted uninsured deposits at June 30, 2025 remained relatively unchanged, compared to the level at March 31, 2025, when the total estimated uninsured deposits for CNB Bank were approximately $1.6 billion, or approximately 27.94% of total CNB Bank deposits. Excluding $101.9 million of affiliate company deposits and $481.2 million of pledged-investment collateralized deposits, the adjusted amount and percentage of total estimated uninsured deposits were approximately $971.1 million, or approximately 17.46% of total CNB Bank deposits as of March 31, 2025. At June 30, 2025, the average deposit balance per account for CNB Bank was approximately $34 thousand, which has remained stable at this level for an extended period.At June 30, 2025, the Corporation had $332.2 million of cash equivalents held in CNB Bank’s interest-bearing deposit account at the Federal Reserve. These excess funds, when combined with collective contingent liquidity resources of $4.6 billion including (i) available borrowing capacity from the Federal Home Bank of Pittsburgh ("FHLB") and the Federal Reserve, and (ii) available unused commitments from brokered deposit sources and other third-party funding channels, including previously established lines of credit from correspondent banks, resulted in the total available liquidity sources for the Corporation as of June 30, 2025 to be approximately 5.1 times the estimated amount of adjusted uninsured deposit balances discussed above. At June 30, 2025, March 31, 2025, and June 30, 2024, the Corporation had no outstanding short-term borrowings from the FHLB or the Federal Reserve's Discount Window.At June 30, 2025, the Corporation's pre-tax net unrealized losses on the combined portfolios of available-for-sale and held-to-maturity securities totaled $55.6 million, or 8.73% of total shareholders' equity, compared to $61.7 million, or 9.88% of total shareholders' equity, at March 31, 2025, and $84.1 million, or 14.33% of total shareholders' equity, at June 30, 2024. The change in unrealized losses during the first second quarter 2025 was primarily due to changes in the yield curve compared to the first quarter of 2024 and second quarter of 2024, coupled with the Corporation’s scheduled bond maturities, which were all realized at par. Importantly, all regulatory capital ratios for the Corporation would still exceed regulatory “well-capitalized” levels as of June 30, 2025, March 31, 2025, and June 30, 2024 if the net unrealized losses at the respective dates were fully recognized. Additionally, the Corporation continued to maintain excess liquidity at its holding company totaling approximately $102.2 million of liquid funds at June 30, 2025, which more than covers the $55.6 million in combined available-for-sale and held-to-maturity unrealized losses on investments held primarily in its wholly-owned banking subsidiary, as an immediately available source of contingent capital to be down-streamed to CNB Bank, if necessary.Total nonperforming assets were approximately $30.4 million, or 0.48% of total assets, as of June 30, 2025, compared to $56.1 million, or 0.89% of total assets, as of March 31, 2025, and $36.5 million, or 0.62% of total assets, as of June 30, 2024. The $25.7 million decrease in nonperforming assets for the three months ended June 30, 2025, compared to the three months ended March 31, 2025 was primarily due to paydowns to workout-related efforts on two larger nonaccrual loan relationships, and resulting charge-offs on these workouts and other smaller problem loans. The most significant charge-offs were $1.5 million for an owner-occupied commercial real estate relationship (balance of approximately $3.8 million with a specific reserve balance of $1.4 million) and a $1.1 million charge-off of a multifamily commercial real estate loan (balance of approximately $20.3 million with a specific reserve balance of $885 thousand). The $6.2 million decrease in nonperforming assets at June 30, 2025 compared to June 30, 2024 was due to charge-off of the owner-occupied commercial real estate relationship previously discussed, coupled with paydowns to nonaccrual loans. For the three months ended June 30, 2025, net loan charge-offs were $3.3 million, or 0.28% (annualized) of average total loans and loans held for sale, compared to $1.4 million, or 0.13% (annualized) of average total loans and loans held for sale, during the three months ended March 31, 2025, and $2.8 million, or 0.25% (annualized) of average total loans and loans held for sale, during the three months ended June 30, 2024.Pre-provision net revenue ("PPNR"), a non-GAAP measure, was $21.6 million for the three months ended June 30, 2025 and $15.9 million for the three months ended March 31, 2025.1 Excluding merger costs, PPNR was $21.9 million for the three months ended June 30, 2025, compared to $17.4 million and $18.6 million for the three months ended March 31, 2025 and June 30, 2024, respectively.1 The second quarter 2025 PPNR, excluding merger costs, when compared to the first quarter of 2025, reflected increases in net interest income and non-interest income and a decrease in non-interest expense. The increase in PPNR for the three months ended June 30, 2025, compared to the three months ended June 30, 2024 was primarily attributable to higher net interest income, partially offset by an increase in non-interest expenses. PPNR was $37.5 million for the six months ended June 30, 2025.1 Excluding merger costs, PPNR was $39.4 million for the six months ended June 30, 2025, compared to $35.3 million for the six months ended June 30, 2024.1 The year-to-date 2025 PPNR, excluding merger costs, when compared to the year-to-date 2024 PPNR, reflected increases in net interest income, partially offset by a decrease in non-interest income and an increase in non-interest expense. 1 This release contains references to certain financial measures that are not defined by U.S. Generally Accepted Accounting Principles ("GAAP"). Management believes that these non-GAAP measures provide a greater understanding of ongoing operations, enhance comparability of results of operations with prior periods and show the effects of significant gains and charges in the periods presented. A reconciliation of these non-GAAP financial measures is provided in the "Reconciliation of Non-GAAP Financial Measures" section. Michael Peduzzi, President and CEO of both the Corporation and CNB Bank, stated, “Favorably, our second quarter earnings and growth reflected the positive momentum of continued commercial loan growth and demand that we saw at the end of the first quarter with both existing relationships and new prospects. This momentum included realized deposit and relationship growth based in our Treasury Management activities, as evidenced by favorable growth in our noninterest-bearing deposits. These volume increases in our core net interest income components were complemented by increases in our average loan yield and continued decreases in our cost of interest-bearing funds, resulting in a favorable 22 basis point increase in our taxable-equivalent net interest margin compared to the first quarter. We continue to see both a sound loan pipeline and opportunities for further cost-of-fund interest reductions as we enter the third quarter. Importantly, as we release these second quarter earnings, we are ready to close and begin the integration of our acquisition of ESSA Bancorp, Inc. and its subsidiary, ESSA Bank and Trust (collectively, “ESSA”), with legal merger close scheduled to occur at the end of day on July 23, 2025. The addition of this wonderful franchise and related employee team will add significantly to CNB’s earning-asset base and market footprint, allowing us to deliver great banking and wealth management experiences for clients in the Northeastern Pennsylvania markets served by ESSA. In addition to the increased net interest income earning and growth capabilities we expect from our business combination, we look to continue to focus on tightly managing the Corporation’s core overhead, while realizing economies-of-scale cost efficiencies from the ESSA acquisition, as we look to realize both increased positive operating leverage and further accretion to our net interest margin and overall earnings. We are honored to welcome the clients, employees, and investors from ESSA to our CNB family." Other Balance Sheet Highlights Book value per common share was $27.44 and $27.01 at June 30, 2025 and March 31, 2025, respectively. Excluding after-tax merger costs, book value per common share was $27.53, reflecting an increase of $0.45, or 6.67% (annualized), from $27.08 at March 31, 2025 and a year-over-year increase of $2.34, or 9.29%, from $25.19 at June 30, 2024.1 Tangible book value per common share, a non-GAAP measure, was $25.35 and $24.91 as of June 30, 2025 and March 31, 2025, respectively. Excluding after-tax merger costs, tangible book value per common share, a non-GAAP measure, was $25.44, reflecting an increase of $0.46, or 7.39% (annualized) from $24.98 as of March 31, 2025 and a year-over-year increase of $2.35, or 10.18%, from $23.09 as of June 30, 2024.1 The increases in book value per common share and tangible book value per common share, excluding after-tax merger costs, from March 31, 2025 to June 30, 2025 were primarily due to a $9.1 million increase in retained earnings, coupled with a $3.0 million 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 for the second quarter of 2025. The increases in book value per common share and tangible book value per common share, excluding after-tax merger costs, from June 30, 2024 to June 30, 2025 were primarily due to a $35.0 million increase in retained earnings over the twelve months ended June 30, 2025 coupled with a $13.9 million 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 for the past twelve months. Loan Portfolio Profile As part of its lending policy and risk management activities, the Corporation tracks lending exposure by industry classification and type to determine potential risks associated with industry concentrations, and to identify any concentration risk issues that could lead to additional credit loss exposure. An important and recurring part of this process involves the Corporation’s continued measurement and evaluation of its exposure to the office, hospitality, and multifamily industries within its commercial real estate portfolio. Even given the Corporation’s historically sound underwriting protocols and high credit quality standards for borrowers in the commercial real estate industry segments, the Corporation monitors numerous relevant sensitivity elements, including occupancy, loan-to-value, absorption and cap rates, debt service coverage and covenant compliance, and developer/lessor financial strength both in the project and globally. At June 30, 2025, the Corporation had the following key metrics related to its office, hospitality and multifamily portfolios:Commercial office loans:There were 113 outstanding loans, totaling $111.1 million, or 2.35% of total Corporation loans outstanding;There were no nonaccrual commercial office loans;There were two past-due commercial office loans that totaled $209 thousand, or 0.19% of total commercial office loans outstanding; andThe average outstanding balance per commercial office loan was $983 thousand. Commercial hospitality loans: There were 156 outstanding loans, totaling $321.2 million, or 6.79% of total Corporation loans outstanding;There were no nonaccrual commercial hospitality loans;There were no past-due commercial hospitality loans; andThe average outstanding balance per commercial hospitality loan was $2.1 million. Commercial multifamily loans:There were 223 outstanding loans, totaling $405.4 million, or 8.57% of total Corporation loans outstanding;There was one nonaccrual and past-due commercial multifamily loan that totaled $199 thousand, or 0.05% of total multifamily loans outstanding; andThe average outstanding balance per commercial multifamily loan was $1.8 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. Performance Ratios Annualized return on average equity was 8.83% and 7.52% for the three months ended June 30, 2025 and March 31, 2025, respectively. Excluding after-tax merger costs, annualized return on average equity was 9.06% for the three months ended June 30, 2025, compared to 8.49% and 8.94% for the three months ended March 31, 2025 and June 30, 2024, respectively.1 Annualized return on average equity was 8.18% for the six months ended June 30, 2025. Excluding after-tax merger costs, annualized return on average equity was 8.78% for the six months ended June 30, 2025, compared to 8.86% for the six months ended June 30, 2024.1Annualized return on average tangible common equity, a non-GAAP measure, was 9.71% and 8.15% for the three months ended June 30, 2025 and March 31, 2025, respectively. Excluding after-tax merger costs, annualized return on average tangible common equity was 9.98% for the three months ended June 30, 2025, compared to 9.32% and 9.93% for the three months ended March 31, 2025 and June 30, 2024, respectively.1 Annualized return on average tangible common equity was 8.95% for the six months ended June 30, 2025. Excluding after-tax merger costs, annualized return on average tangible common equity was 9.66% for the six months ended June 30, 2025, compared to 9.85% for the six months ended June 30, 2024.1 The Corporation's efficiency ratio was 64.73% and 72.07% for the three months ended June 30, 2025 and March 31, 2025, respectively, and 64.08% and 71.28%, respectively, on a fully tax-equivalent basis, a non-GAAP measure.1 Excluding merger costs, the efficiency ratio on a fully tax-equivalent basis, a non-GAAP measure, was 63.50%, compared to 68.62% and 65.20% for the three months ended March 31, 2025 and June 30, 2024, respectively.1 The quarter-over-quarter decrease was primarily driven by higher net interest income and non-interest income and decreased non-interest expense, as further discussed below. The year-over-year decrease was primarily driven by an increase in net interest income, partially offset by an increase in non-interest expense. The Corporation's efficiency ratio was 68.27% for the six months ended June 30, 2025, and 67.55% on a fully tax-equivalent basis, a non-GAAP measure.1 Excluding merger costs, the efficiency ratio on a fully tax-equivalent basis, a non-GAAP measure, was 65.97%, compared to 66.74% for the six months ended June 30, 2024.1 The year-over-year decrease was primarily driven by higher net interest income, partially offset by higher non-interest expense. Revenue Total revenue (net interest income plus non-interest income) was $61.2 million for the three months ended June 30, 2025, an increase when compared to $56.9 million and $54.6 million for the three months ended March 31, 2025 and June 30, 2024, respectively.Net interest income was $52.2 million for the three months ended June 30, 2025, compared to $48.4 million and $45.7 million for the three months ended March 31, 2025 and June 30, 2024, respectively. When comparing the second quarter of 2025 to the first quarter of 2025, the increase in net interest income of $3.8 million, or 7.78% (31.19% annualized), was primarily due to the change in the earning asset mix from interest-bearing deposits to loans, coupled with changes in the yield curve.Net interest margin was 3.60%, 3.38%, and 3.36% for the three months ended June 30, 2025, March 31, 2025, and June 30, 2024, respectively. Net interest margin on a fully tax-equivalent basis, a non-GAAP measure, was 3.59%, 3.37% and 3.34% for the three months ended June 30, 2025, March 31, 2025, and June 30, 2024, respectively.1The yield on earning assets of 5.89% for the three months ended June 30, 2025 increased 16 basis points from March 31, 2025 and was unchanged compared to June 30, 2024. The increase in yield in the second quarter of 2025 compared to quarter ended March 31, 2025 was attributable to quarter-over-quarter increases in the yield on both the loan and securities portfolios.The cost of interest-bearing liabilities was 2.88% for the three months ended June 30, 2025, representing a decrease of 5 basis points from March 31, 2025 and a 29 basis points from June 30, 2024. The decrease in the cost of interest-bearing liabilities is primarily the result of the Corporation’s targeted interest-bearing deposit rate decreases in response to the Federal Reserve rate decreases since mid-September 2024. Total revenue was $118.1 million for the six months ended June 30, 2025 compared to $108.8 million for the six months ended June 30, 2024.Net interest income was $100.6 million for the six months ended June 30, 2025 compared to $90.9 million for the six months ended June 30, 2024. When comparing the six months ended June 30, 2025 to the six months ended June 30, 2024, the increase in net interest income of $9.7 million, or 10.65% (21.37% annualized), was due to investment and loan growth.Net interest margin was 3.49% and 3.38% for the six months ended June 30, 2025 and June 30, 2024, respectively. Net interest margin on a fully tax-equivalent basis, a non-GAAP measure, was 3.48% and 3.36% for the six months ended June 30, 2025 and June 30, 2024, respectively.1The yield on earning assets of 5.81% for the six months ended June 30, 2025 decreased 4 basis points from June 30, 2024. The decrease in yield compared to June 30, 2024 was attributable to lower loan yields on variable and floating-rate loans following the three Federal Reserve rate decreases totaling 100 basis points since mid-September 2024.The cost of interest-bearing liabilities of 2.90% for the six months ended June 30, 2025 decreased 20 basis points from June 30, 2024, primarily the result of the Corporation’s targeted interest-bearing deposit rate decreases in response to the Federal Reserve rate decreases since mid-September 2024. Total non-interest income was $9.0 million for the three months ended June 30, 2025 compared to $8.5 million and $8.9 million for the three months ended March 31, 2025 and June 30, 2024, respectively. The quarter-over-quarter increase was primarily attributable to an increase in wealth and asset management fees, bank owned life insurance revenue (death benefit), and an improvement in unrealized gains on equity securities, partially offset by lower pass-through income from small business investment companies ("SBICs"). The increase year-over-year in non-interest income was primarily due to increases in bank owned life insurance (death benefit) and an improvement in unrealized gains on equity securities, partially offset by lower other charges and fees, coupled with lower pass-through income from SBICs.Total non-interest income was $17.5 million for the six months ended June 30, 2025 compared to $17.8 million for the six months ended June 30, 2024. This decrease was primarily due to lower other charges and fees, coupled with lower pass-through income from SBICs, partially offset by an increase in unrealized gains on equity securities, bank owned life insurance revenue (death benefit) and card processing and interchange income. Non-Interest Expense For the three months ended June 30, 2025 and March 31, 2025 total non-interest expense was $39.6 million and $41.0 million, respectively. Excluding merger costs, total non-interest expense for the three months ended June 30, 2025 was $39.3 million, compared to $39.5 million and $36.0 million for the three months ended March 31, 2025 and June 30, 2024, respectively.1 Excluding merger costs, the decrease of $249 thousand, or 0.63%, from the three months ended March 31, 2025, was primarily driven by a decrease in salaries and benefits, due to a decrease in staffing levels, coupled with retirement plan contribution accruals. The Corporation tightly managed its core back-office staffing levels in anticipation of the impact of staffing additions from the planned ESSA acquisition. Excluding merger costs, the $3.3 million increase in non-interest expense compared to the three months ended June 30, 2024 was primarily driven by higher salaries and benefits, reflecting increased incentive compensation accruals and retirement plan contribution accruals. Additionally, occupancy expense increased, primarily due to higher rent expense related to three additional full-service office locations, coupled with an increase in card processing and interchange expenses and other non-interest expenses (timing of business development expenses). The increase in card processing and interchange expenses related to the changes made by the Corporation to its cardholder rewards program during the second quarter 2024.For the six months ended June 30, 2025 total non-interest expense was $80.7 million. Excluding merger costs, total non-interest expense was $78.8 million, compared to $73.4 million for the six months ended June 30, 2024. Excluding merger costs, the increase of $5.4 million, or 7.30%, from the six months ended June 30, 2024, was primarily driven by higher salaries and benefits, reflecting increased base salaries for inflationary annual increases, higher incentive compensation accruals, and increased retirement plan contribution accruals. Additionally, occupancy expense increased, primarily due to higher rent expense related to three additional full-service office locations, coupled with an increase in card processing and interchange expenses and other non-interest expenses (timing of business development expenses). Income Taxes Income tax expense for the three months ended June 30, 2025 was $3.3 million, representing a 19.10% effective tax rate, compared to $2.9 million, representing a 19.96% effective tax rate, for the three months ended March 31, 2025, and $3.0 million, representing an 19.03% effective tax rate, for the three months ended June 30, 2024. The effective tax rate for the first and second quarters of 2025 was impacted by non-deductible merger costs of $1.3 million and $357 thousand, respectively. Income tax expense for the six months ended June 30, 2025 was $6.2 million, representing a 19.49% effective tax rate, compared to $5.9 million, representing a 18.70% effective tax rate, for the six months ended June 30, 2025. Asset Quality Total nonperforming assets were approximately $30.4 million, or 0.48% of total assets, as of June 30, 2025, compared to $56.1 million, or 0.89% of total assets, as of March 31, 2025, and $36.5 million, or 0.62% of total assets, as of June 30, 2024, as discussed in more detail above.The allowance for credit losses measured as a percentage of total loans was 1.02% as of June 30, 2025, compared to 1.03% as of as of March 31, 2025, and 1.02% as of June 30, 2024. In addition, the allowance for credit losses as a percentage of nonaccrual loans was 169.52% as of June 30, 2025, compared to 87.57% and 130.88% as of March 31, 2025 and June 30, 2024, respectively. The change in the allowance for credit losses as a percentage of nonaccrual loans was primarily attributable to the levels of nonperforming assets, as discussed in more detail above.The provision for credit losses was $4.3 million for the three months ended June 30, 2025, compared to $1.6 million and $2.6 million for the three months ended March 31, 2025 and June 30, 2024, respectively. The $2.8 million and $1.7 million increases in the provision expense for the second quarter of 2025 compared to the first quarter of 2025 and second quarter 2024, respectively, were primarily a result of increased net loan charge-offs, as discussed in more detail above, coupled with higher loan portfolio growth. The provision for credit losses was $5.9 million for the six months ended June 30, 2025, compared to $3.9 million for the six months ended June 30, 2024. The $2.0 million increase in the provision expense for the first six months of 2025 compared to the first six months of 2024 was primarily a result of higher loan portfolio growth for the six months ended June 30, 2025 compared to the six months ended June 30, 2024, coupled with increased net loan charge-offs, as discussed above.As discussed in more detail above, for the three months ended June 30, 2025, net loan charge-offs were $3.3 million, or 0.28% (annualized) of average total loans and loans held for sale, compared to $1.4 million, or 0.13% (annualized) of average total loans and loans held for sale, during the three months ended March 31, 2025, and $2.8 million, or 0.25% (annualized) of average total loans and loans held for sale, during the three months ended June 30, 2024.For the six months ended June 30, 2025, net loan charge-offs were $4.7 million, or 0.21% (annualized) of average total loans and loans held for sale, compared to $4.1 million, or 0.19% (annualized) of average total loans and loans held for sale, during the six months ended June 30, 2024. Capital As of June 30, 2025, the Corporation’s total shareholders’ equity was $637.3 million, representing an increase of $12.8 million, or 2.05% (8.20% annualized), from March 31, 2025, and an increase of $50.6 million, or 8.62%, from June 30, 2024. The changes resulted from an increase in the Corporation's retained earnings (net income, partially offset by the common and preferred stock dividends paid) and a decrease in accumulated other comprehensive loss primarily from the after-tax impact of temporary unrealized valuation changes in the Corporation’s available-for-sale investment portfolio.Regulatory capital ratios for the Corporation continue to exceed regulatory “well-capitalized” levels as of June 30, 2025, consistent with prior periods.As of June 30, 2025, the Corporation’s ratio of common shareholders' equity to total assets was 9.17% compared to 9.00% at March 31, 2025 and 8.99% at June 30, 2024. As of June 30, 2025 and March 31, 2025, the Corporation’s ratio of tangible common equity to tangible assets, a non-GAAP measure, was 8.53% and 8.36%, respectively. Excluding merger costs, the Corporation’s ratio of tangible common equity to tangible assets, a non-GAAP measure, as of June 30, 2025 was 8.56% compared to 8.38% at March 31, 2025 and 8.30% at June 30, 2024.1 The increase in the June 30, 2025 ratio of tangible common equity to tangible assets compared to March 31, 2025 and June 30, 2024 was primarily the result of a decrease in accumulated other comprehensive loss, coupled with an increase in retained earnings, as discussed above.1 Recent Events On January 10, 2025, the Corporation announced that the Corporation and CNB Bank entered into a definitive merger agreement (the “Merger Agreement”) with ESSA Bancorp, Inc. (“ESSA”) and ESSA Bank and Trust in an all-stock transaction. Under the terms of the Merger Agreement, each outstanding share of ESSA common stock will be converted into the right to receive 0.8547 shares of the Corporation’s common stock. On June 30, 2025, the Corporation and ESSA announced they have received the requisite bank regulatory approvals and waivers from the Federal Deposit Insurance Corporation, the Pennsylvania Department of Banking and Securities and the Federal Reserve Bank of Philadelphia necessary for CNB to complete its acquisition of ESSA and ESSA Bank & Trust. The transaction is currently expected to close July 23, 2025, subject to customary closing conditions. About CNB Financial Corporation CNB Financial Corporation is a financial holding company with consolidated assets of approximately $6.3 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, one loan production office, one drive-up office, one mobile office, and 55 full-service offices in Pennsylvania, Ohio, New York, and Virginia. CNB Bank, headquartered in Clearfield, Pennsylvania, with offices in Central and North Central Pennsylvania, serves as the multi-brand parent to various divisions. These divisions include ERIEBANK, based in Erie, Pennsylvania, with offices in Northwest Pennsylvania and Northeast Ohio; FCBank, based in Worthington, Ohio, with offices in Central Ohio; BankOnBuffalo, based in Buffalo, New York, with offices in Western New York; Ridge View Bank, based in Roanoke, Virginia, with offices in the Southwest Virginia region; 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) the possibility that CNB and ESSA may be unable to achieve expected synergies and operating efficiencies in the merger within the executed timeframes or at all or to successfully integrate ESSA operations and those of CNB; (ix) higher than expected costs or other difficulties related to integration of combined or merged businesses; (x) the effects of business combinations and other acquisition transactions, including the inability to realize our loan and investment portfolios; (xi) changes in the quality or composition of our loan and investment portfolios; (xii) adequacy of loan loss reserves; (xiii) increased competition; (xiv) loss of certain key officers; (xv) deposit attrition; (xvi) rapidly changing technology; (xvii) unanticipated regulatory or judicial proceedings and liabilities and other costs; (xviii) changes in the cost of funds, demand for loan products or demand for financial services; and (xix) other economic, competitive, governmental or technological factors affecting our operations, markets, products, services and prices. Such developments could have an adverse impact on the Corporation's financial position and results of operations. For more information about factors that could cause actual results to differ from those discussed in the forward-looking statements, please refer to the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of and the forward-looking statement disclaimers in the Corporation’s annual and quarterly reports filed with the Securities and Exchange Commission. The forward-looking statements are based upon management’s beliefs and assumptions and are made as of the date of this press release. Factors or events that could cause the Corporation’s actual results to differ may emerge from time to time, and it is not possible for the Corporation to predict all of them. The Corporation undertakes no obligation to publicly update or revise any forward-looking statements included in this press release or to update the reasons why actual results could differ from those contained in such statements, whether as a result of new information, future events or otherwise, except to the extent required by law. In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this press release might not occur and you should not put undue reliance on any forward-looking statements. CNB FINANCIAL CORPORATIONCONSOLIDATED FINANCIAL DATAUnaudited(dollars in thousands, except per share data) Three Months Ended Six Months Ended June 30,2025 March 31,2025 June 30,2024 June 30,2025 June 30,2024Income Statement Interest and fees on loans$75,408 $72,379 $72,142 $147,787 $143,655 Interest and dividends on securities and cash and cash equivalents 10,363 10,000 8,510 20,363 14,902 Interest expense (33,574) (33,948) (34,935) (67,522) (67,618)Net interest income 52,197 48,431 45,717 100,628 90,939 Provision for credit losses 4,338 1,556 2,591 5,894 3,911 Net interest income after provision for credit losses 47,859 46,875 43,126 94,734 87,028 Non-interest income Wealth and asset management fees 2,109 1,796 2,007 3,905 3,809 Service charges on deposit accounts 1,656 1,714 1,794 3,370 3,488 Other service charges and fees 427 510 712 937 1,407 Net realized gains on available-for-sale securities — — — — — Net realized and unrealized gains (losses) on equity securities 567 (249) (80) 318 111 Mortgage banking 172 96 187 268 383 Bank owned life insurance 976 760 784 1,736 1,551 Card processing and interchange income 2,278 2,107 2,187 4,385 4,203 Other non-interest income 823 1,773 1,274 2,596 2,868 Total non-interest income 9,008 8,507 8,865 17,515 17,820 Non-interest expenses Salaries and benefits 19,348 20,564 17,676 39,912 36,463 Net occupancy expense of premises 4,032 4,038 3,580 8,070 7,220 Technology expense 5,462 5,378 5,573 10,840 10,645 Advertising expense 556 514 553 1,070 1,238 State and local taxes 1,301 1,292 1,237 2,593 2,380 Legal, professional, and examination fees 997 849 1,119 1,846 2,291 FDIC insurance premiums 937 985 1,018 1,922 2,008 Card processing and interchange expenses 1,253 1,160 878 2,413 2,057 Merger costs 357 1,529 — 1,886 — Other non-interest expense 5,374 4,729 4,355 10,103 9,111 Total non-interest expenses 39,617 41,038 35,989 80,655 73,413 Income before income taxes 17,250 14,344 16,002 31,594 31,435 Income tax expense 3,294 2,863 3,045 6,157 5,878 Net income 13,956 11,481 12,957 25,437 25,557 Preferred stock dividends 1,075 1,075 1,075 2,150 2,150 Net income available to common shareholders$12,881 $10,406 $11,882 $23,287 $23,407 Ending shares outstanding 21,119,894 20,980,245 20,998,117 21,119,894 20,980,245 Average diluted common shares outstanding 20,952,891 20,925,388 20,893,396 20,939,424 20,890,203 Diluted earnings per common share$0.61 $0.50 $0.56 $1.10 $1.11 Adjusted diluted earnings per common share, net of merger costs (non-GAAP)(1)$0.63 $0.57 $0.56 $1.19 $1.11 Cash dividends per common share$0.180 $0.180 $0.175 $0.360 $0.350 Dividend payout ratio 30% 36% 31% 33% 32%Adjusted dividend payout ratio, net of merger costs (non-GAAP)(1) 29% 32% 31% 30% 32% CNB FINANCIAL CORPORATIONCONSOLIDATED FINANCIAL DATAUnaudited(dollars in thousands, except per share data) Three Months Ended Six Months Ended June 30,2025 March 31,2025 June 30,2024 June 30,2025 June 30,2024Average Balances Total loans and loans held for sale$4,668,051 $4,591,395 $4,441,633 $4,629,956 $4,435,246 Investment securities 803,082 798,427 734,087 800,722 732,710 Total earning assets 5,817,121 5,803,526 5,465,645 5,810,364 5,407,954 Total assets 6,235,036 6,220,575 5,854,978 6,227,901 5,792,485 Noninterest-bearing deposits 829,328 814,441 761,270 821,927 749,124 Interest-bearing deposits 4,558,732 4,574,700 4,321,678 4,566,673 4,275,406 Shareholders' equity 633,848 619,409 583,221 626,739 579,991 Tangible common shareholders' equity (non-GAAP)(1) 532,005 517,550 481,309 524,888 478,069 Average Yields (annualized) Total loans and loans held for sale 6.50% 6.41% 6.55% 6.46% 6.53%Investment securities 2.83% 2.75% 2.14% 2.79% 2.08%Total earning assets 5.89% 5.73% 5.89% 5.81% 5.85%Interest-bearing deposits 2.84% 2.89% 3.15% 2.87% 3.07%Interest-bearing liabilities 2.88% 2.93% 3.17% 2.90% 3.10% Performance Ratios (annualized) Return on average assets 0.90% 0.75% 0.89% 0.82% 0.89%Adjusted return on average assets, net of merger costs (non-GAAP)(1) 0.92% 0.85% 0.89% 0.88% 0.89%Return on average equity 8.83% 7.52% 8.94% 8.18% 8.86%Adjusted return on average equity, net of merger costs (non-GAAP)(1) 9.06% 8.49% 8.94% 8.78% 8.86%Return on average tangible common equity (non-GAAP)(1) 9.71% 8.15% 9.93% 8.95% 9.85%Adjusted return on average tangible common equity (non-GAAP)(1) 9.98% 9.32% 9.93% 9.66% 9.85%Net interest margin, fully tax equivalent basis (non-GAAP)(1) 3.59% 3.37% 3.34% 3.48% 3.36%Efficiency ratio, fully tax equivalent basis (non-GAAP)(1) 64.08% 71.28% 65.20% 67.55% 66.74%Adjusted efficiency ratio, fully tax equivalent basis (non-GAAP)(1) 63.50% 68.62% 65.20% 65.97% 66.74% Net Loan Charge-Offs CNB Bank net loan charge-offs$2,848 $926 $2,348 $3,774 $3,226 Holiday Financial net loan charge-offs 455 513 456 968 922 Total Corporation net loan charge-offs$3,303 $1,439 $2,804 $4,742 $4,148 Annualized net loan charge-offs / average total loans and loans held for sale 0.28% 0.13% 0.25% 0.21% 0.19% CNB FINANCIAL CORPORATIONCONSOLIDATED FINANCIAL DATAUnaudited(dollars in thousands, except per share data) June 30,2025 March 31,2025 June 30,2024Ending Balance Sheet Cash and due from banks$88,721 $68,745 $56,031 Interest-bearing deposits with Federal Reserve 332,214 447,053 271,943 Interest-bearing deposits with other financial institutions 4,476 4,359 3,171 Total cash and cash equivalents 425,411 520,157 331,145 Debt securities available-for-sale, at fair value 523,198 516,412 359,900 Debt securities held-to-maturity, at amortized cost 270,032 282,159 354,569 Equity securities 10,937 10,293 9,654 Loans held for sale 833 860 642 Loans receivable Syndicated loans 78,936 69,189 53,938 Loans 4,654,484 4,540,820 4,425,754 Total loans receivable 4,733,420 4,610,009 4,479,692 Less: allowance for credit losses (48,329) (47,357) (45,532)Net loans receivable 4,685,091 4,562,652 4,434,160 Goodwill and other intangibles 43,874 43,874 43,874 Core deposit intangible 173 190 241 Other assets 358,928 358,911 352,386 Total Assets$6,318,477 $6,295,508 $5,886,571 Noninterest-bearing demand deposits$855,788 $842,398 $762,918 Interest-bearing demand deposits 698,902 719,460 693,074 Savings 3,162,515 3,160,618 3,140,505 Certificates of deposit 749,877 737,602 514,348 Total deposits 5,467,082 5,460,078 5,110,845 Subordinated debentures 20,620 20,620 20,620 Subordinated notes, net of issuance costs 84,722 84,646 84,419 Other liabilities 108,772 105,656 83,987 Total liabilities 5,681,196 5,671,000 5,299,871 Common stock — — — Preferred stock 57,785 57,785 57,785 Additional paid in capital 218,375 220,254 218,756 Retained earnings 397,004 387,925 361,987 Treasury stock (2,420) (4,944) (4,438)Accumulated other comprehensive loss (33,463) (36,512) (47,390)Total shareholders' equity 637,281 624,508 586,700 Total liabilities and shareholders' equity$6,318,477 $6,295,508 $5,886,571 Book value per common share$27.44 $27.01 $25.19 Adjusted book value per common share (non-GAAP)(1)$27.53 $27.08 $25.19 Tangible book value per common share (non-GAAP)(1)$25.35 $24.91 $23.09 Adjusted tangible book value per common share (non-GAAP)(1)$25.44 $24.98 $23.09 CNB FINANCIAL CORPORATIONCONSOLIDATED FINANCIAL DATAUnaudited(dollars in thousands, except per share data) June 30,2025 March 31,2025 June 30,2024Capital Ratios Tangible common equity / tangible assets (non-GAAP)(1) 8.53% 8.36% 8.30%Adjusted tangible common equity / tangible assets (non-GAAP)(1) 8.56% 8.38% 8.30%Tier 1 leverage ratio(2) 10.42% 10.27% 10.56%Common equity tier 1 ratio(2) 11.78% 11.85% 11.71%Tier 1 risk-based ratio(2) 13.38% 13.50% 13.41%Total risk-based ratio(2) 16.14% 16.30% 16.20% Asset Quality Detail Nonaccrual loans$28,509 $54,079 $34,788 Loans 90+ days past due and accruing 256 308 112 Total nonperforming loans 28,765 54,387 34,900 Other real estate owned 1,624 1,664 1,641 Total nonperforming assets$30,389 $56,051 $36,541 Asset Quality Ratios Nonperforming assets / Total loans + OREO 0.64% 1.22% 0.82%Nonperforming assets / Total assets 0.48% 0.89% 0.62%Ratio of allowance for credit losses on loans to nonaccrual loans 169.52% 87.57% 130.88%Allowance for credit losses / Total loans 1.02% 1.03% 1.02% Consolidated Financial Data Notes: (1) Management uses non-GAAP financial information in its analysis of the Corporation’s performance. Management believes that these non-GAAP measures provide a greater understanding of ongoing operations, enhance comparability of results of operations with prior periods and show the effects of significant gains and charges in the periods presented. The Corporation’s management believes that investors may use these non-GAAP measures to analyze the Corporation’s financial performance without the impact of unusual items or events that may obscure trends in the Corporation’s underlying performance. This non-GAAP data should be considered in addition to results prepared in accordance with GAAP, and is not a substitute for, or superior to, GAAP results. Limitations associated with non-GAAP financial measures include the risks that persons might disagree as to the appropriateness of items included in these measures and that different companies might calculate these measures differently. A reconciliation of these non-GAAP financial measures is provided below (dollars in thousands, except per share data).(2) Capital ratios as of June 30, 2025 are estimated pending final regulatory filings. CNB FINANCIAL CORPORATIONCONSOLIDATED FINANCIAL DATAUnaudited(dollars in thousands, except per share data) Average Balances, Income and Interest Rates on a Taxable Equivalent Basis Three Months Ended, June 30, 2025 March 31, 2025 June 30, 2024 AverageBalance AnnualRate InterestInc./Exp. AverageBalance AnnualRate InterestInc./Exp. AverageBalance AnnualRate InterestInc./Exp.ASSETS: Securities: Taxable(1) (4)$771,152 2.82% $5,696 $765,654 2.73% $5,461 $702,036 2.09% $3,941Tax-exempt(1) (2) (4) 24,260 2.64 174 25,345 2.69 181 25,088 2.59 178Equity securities(1) (2) 7,670 5.44 104 7,428 5.84 107 6,963 5.72 99Total securities(4) 803,082 2.83 5,974 798,427 2.75 5,749 734,087 2.14 4,218Loans receivable: Commercial(2) (3) 1,473,560 6.71 24,664 1,466,323 6.74 24,369 1,416,476 6.85 24,133Commercial & residential mortgages and loans held for sale(2) (3) 3,068,519 6.18 47,295 3,001,317 6.02 44,572 2,897,473 6.15 44,331Consumer(3) 125,972 11.72 3,681 123,755 12.01 3,665 127,684 12.17 3,863Total loans receivable(3) 4,668,051 6.50 75,640 4,591,395 6.41 72,606 4,441,633 6.55 72,327Interest-bearing deposits with the Federal Reserve and other financial institutions 345,988 5.13 4,422 413,704 4.20 4,284 289,925 5.99 4,321Total earning assets 5,817,121 5.89 $86,036 5,803,526 5.73 $82,639 5,465,645 5.89 $80,866Noninterest-bearing assets: Cash and due from banks 58,530 58,152 53,710 Premises and equipment 129,093 129,188 112,386 Other assets 277,241 277,051 268,930 Allowance for credit losses (46,949) (47,342) (45,693) Total non interest-bearing assets 417,915 417,049 389,333 TOTAL ASSETS$6,235,036 $6,220,575 $5,854,978 LIABILITIES AND SHAREHOLDERS’ EQUITY: Demand—interest-bearing$707,932 0.97% $1,719 $704,874 0.88% $1,527 $713,431 0.76% $1,342Savings 3,107,520 3.01 23,286 3,131,697 3.09 23,840 3,097,598 3.57 27,464Time 743,280 3.92 7,271 738,129 3.99 7,267 510,649 3.93 4,988Total interest-bearing deposits 4,558,732 2.84 32,276 4,574,700 2.89 32,634 4,321,678 3.15 33,794Short-term borrowings — — — — — — — 0.00 —Finance lease liabilities 16,861 5.28 222 15,143 6.32 236 259 4.66 3Subordinated notes and debentures 105,304 4.10 1,076 105,228 4.15 1,078 105,001 4.36 1,138Total interest-bearing liabilities 4,680,897 2.88 $33,574 4,695,071 2.93 $33,948 4,426,938 3.17 $34,935Demand—noninterest-bearing 829,328 814,441 761,270 Other liabilities 90,963 91,654 83,549 Total Liabilities 5,601,188 5,601,166 5,271,757 Shareholders’ equity 633,848 619,409 583,221 TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY$6,235,036 $6,220,575 $5,854,978 Interest income/Earning assets 5.89% $86,036 5.73% $82,639 5.89% $80,866Interest expense/Interest-bearing liabilities 2.88 33,574 2.93 33,948 3.17 34,935Net interest spread 3.01% $52,462 2.80% $48,691 2.72% $45,931Interest income/Earning assets 5.89% 86,036 5.73% 82,639 5.89% 80,866Interest expense/Earning assets 2.30 33,574 2.36 33,948 2.55 34,935Net interest margin (fully tax-equivalent) 3.59% $52,462 3.37% $48,691 3.34% $45,931 (1)Includes unamortized discounts and premiums.(2)Average yields are stated on a fully taxable equivalent basis (calculated using statutory rates of 21%) resulting from tax-free municipal securities in the investment portfolio and tax-free municipal loans in the commercial loan portfolio. The taxable equivalent adjustment to net interest income for the three months ended June 30, 2025, March 31, 2025 and June 30, 2024 was $265 thousand, $260 thousand and $214 thousand, respectively.(3)Average loans receivable outstanding includes the average balance outstanding of all nonaccrual loans. Loans receivable consist of the average of total loans receivable less average unearned income. In addition, loans receivable interest income consists of loans receivable fees, including PPP deferred processing fees.(4)Average balance is computed using the fair value of AFS securities and amortized cost of HTM securities. Average yield has been computed using amortized cost average balance for AFS and HTM securities. The adjustment to the average balance for securities in the calculation of average yield for the three months ended June 30, 2025, March 31, 2025 and June 30, 2024 was $(42.6) million, $(48.1) million and $(59.2) 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 Six Months Ended, June 30, 2025 June 30, 2024 AverageBalance AnnualRate InterestInc./Exp. AverageBalance AnnualRate InterestInc./Exp.ASSETS: Securities: Taxable(1) (4)$768,379 2.77% $11,157 $699,431 2.02% $7,592Tax-exempt(1) (2) (4) 24,800 2.66 354 26,415 2.59 369Equity securities(1) (2) 7,543 5.64 211 6,864 5.68 194Total securities(4) 800,722 2.79 11,722 732,710 2.08 8,155Loans receivable: Commercial(2) (3) 1,469,962 6.73 49,033 1,423,097 6.88 48,652Commercial & residential mortgages and loans held for sale(2) (3) 3,035,103 6.10 91,868 2,883,824 6.12 87,734Consumer(3) 124,891 11.86 7,346 128,325 11.97 7,641Total loans receivable(3) 4,629,956 6.46 148,247 4,435,246 6.53 144,027Interest-bearing deposits with the Federal Reserve and other financial institutions 379,686 4.62 8,706 239,998 5.70 6,806Total earning assets 5,810,364 5.81 $168,675 5,407,954 5.85 $158,988Noninterest-bearing assets: Cash and due from banks 58,337 53,611 Premises and equipment 129,141 111,199 Other assets 277,203 265,453 Allowance for credit losses (47,144) (45,732) Total non interest-bearing assets 417,537 384,531 TOTAL ASSETS$6,227,901 $5,792,485 LIABILITIES AND SHAREHOLDERS’ EQUITY: Demand—interest-bearing$706,412 0.93% $3,246 $726,681 0.70% $2,537Savings 3,119,542 3.05 47,126 3,031,438 3.52 53,075Time 740,719 3.96 14,538 517,287 3.78 9,730Total interest-bearing deposits 4,566,673 2.87 64,910 4,275,406 3.07 65,342Short-term borrowings — — — — — —Finance lease liabilities 16,005 5.77 458 271 4.45 6Subordinated notes and debentures 105,266 4.13 2,154 104,963 4.35 2,270Total interest-bearing liabilities 4,687,944 2.90 $67,522 4,380,640 3.10 $67,618Demand—noninterest-bearing 821,927 749,124 Other liabilities 91,291 82,730 Total Liabilities 5,601,162 5,212,494 Shareholders’ equity 626,739 579,991 TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY$6,227,901 $5,792,485 Interest income/Earning assets 5.81% $168,675 5.85% $158,988Interest expense/Interest-bearing liabilities 2.90 67,522 3.10 67,618Net interest spread 2.91% $101,153 2.75% $91,370Interest income/Earning assets 5.81% 168,675 5.85% 158,988Interest expense/Earning assets 2.33 67,522 2.49 67,618Net interest margin (fully tax-equivalent) 3.48% $101,153 3.36% $91,370 (1)Includes unamortized discounts and premiums.(2)Average yields are stated on a fully taxable equivalent basis (calculated using statutory rates of 21%) resulting from tax-free municipal securities in the investment portfolio and tax-free municipal loans in the commercial loan portfolio. The taxable equivalent adjustment to net interest income for the six months ended June 30, 2025 and 2024, was $525 thousand and $431 thousand, respectively.(3)Average loans receivable outstanding includes the average balance outstanding of all nonaccrual loans. Loans receivable consist of the average of total loans receivable less average unearned income. In addition, loans receivable interest income consists of loans receivable fees, including PPP deferred processing fees.(4)Average balance is computed using the fair value of AFS securities and amortized cost of HTM securities. Average yield has been computed using amortized cost average balance for AFS and HTM securities. The adjustment to the average balance for securities in the calculation of average yield for the six months ended June 30, 2025 and 2024 was $(45.3) million and $(57.2) million, respectively. CNB FINANCIAL CORPORATIONCONSOLIDATED FINANCIAL DATAUnaudited(dollars in thousands, except per share data) Reconciliation of Non-GAAP Financial Measures Three Months Ended Six Months Ended June 30,2025 March 31,2025 June 30,2024 June 30,2025 June 30,2024Calculation of merger costs, net of tax (non-GAAP): Merger costs - non deductible$357 $1,327 $— $1,684 $— Merger costs - deductible — 202 — 202 — Statutory federal tax rate 21% 21% 21% 21% 21%Tax benefit of merger costs (non-GAAP) — 42 — 42 — Merger costs - deductible, net of tax — 160 — 160 — Merger costs, net of tax (non-GAAP)$357 $1,487 $— $1,844 $— Three Months Ended Six Months Ended June 30,2025 March 31,2025 June 30,2024 June 30,2025 June 30,2024Calculation of net income available to common (GAAP): Net income$13,956 $11,481 $12,957 $25,437 $25,557Less: preferred stock dividends 1,075 1,075 1,075 2,150 2,150Net income available to common shareholders$12,881 $10,406 $11,882 $23,287 $23,407 Adjusted calculation of net income available to common (non-GAAP): Net income available to common shareholders$12,881 $10,406 $11,882 $23,287 $23,407Add: Merger costs, net of tax (non-GAAP) 357 1,487 — 1,844 —Adjusted net income available to common shareholders (non-GAAP)$13,238 $11,893 $11,882 $25,131 $23,407 Three Months Ended Six Months Ended June 30,2025 March 31,2025 June 30,2024 June 30,2025 June 30,2024Calculation of PPNR (non-GAAP):(1) Net interest income$52,197 $48,431 $45,717 $100,628 $90,939Add: Non-interest income 9,008 8,507 8,865 17,515 17,820Less: Non-interest expense 39,617 41,038 35,989 80,655 73,413PPNR (non-GAAP)$21,588 $15,900 $18,593 $37,488 $35,346 Adjusted calculation of PPNR (non-GAAP):(1) Net interest income$52,197 $48,431 $45,717 $100,628 $90,939Add: Non-interest income 9,008 8,507 8,865 17,515 17,820Less: Non-interest expense 39,617 41,038 35,989 80,655 73,413Add: Merger costs 357 1,529 — 1,886 —Adjusted PPNR (non-GAAP)$21,945 $17,429 $18,593 $39,374 $35,346 (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. CNB FINANCIAL CORPORATIONCONSOLIDATED FINANCIAL DATAUnaudited(dollars in thousands, except per share data) Reconciliation of Non-GAAP Financial Measures Three Months Ended Six Months Ended June 30,2025 March 31,2025 June 30,2024 June 30,2025 June 30,2024Basic earnings per common share computation: Net income available to common shareholders$12,881 $10,406 $11,882 $23,287 $23,407Less: net income available to common shareholders allocated to participating securities 120 57 101 199 192Net income available to common shareholders allocated to common stock$12,761 $10,349 $11,781 $23,088 $23,215 Weighted average common shares outstanding, including shares considered participating securities 21,053 20,981 21,005 21,018 20,992Less: Average participating securities 172 114 174 144 165Weighted average shares 20,881 20,867 20,831 20,874 20,827Basic earnings per common share$0.61 $0.50 $0.57 $1.11 $1.12 Diluted earnings per common share computation: Net income available to common shareholders allocated to common stock$12,761 $10,349 $11,781 $23,088 $23,215 Weighted average common shares outstanding for basic earnings per common share 20,881 20,867 20,831 20,874 20,827Add: Dilutive effect of stock compensation 72 58 62 65 63Weighted average shares and dilutive potential common shares 20,953 20,925 20,893 20,939 20,890Diluted earnings per common share$0.61 $0.50 $0.56 $1.10 $1.11 Adjusted basic earnings per common share computation (non-GAAP): Net income available to common shareholders$12,881 $10,406 $11,882 $23,287 $23,407Add: Merger costs, net of tax (non-GAAP) 357 1,487 — 1,844 —Less: net income available to common shareholders allocated to participating securities 120 57 101 199 192Less: Adjustment to net income available to common shareholders allocated to participating securities for merger cost impact, net of tax (non-GAAP) 3 8 — 12 —Adjusted net income available to common shareholders allocated to common stock (non-GAAP)$13,115 $11,828 $11,781 $24,920 $23,215 Weighted average common shares outstanding, including shares considered participating securities 21,053 20,981 21,005 21,018 20,992Less: Average participating securities 172 114 174 144 165Weighted average shares 20,881 20,867 20,831 20,874 20,827Adjusted basic earnings per common share (non-GAAP)$0.63 $0.57 $0.57 $1.19 $1.12 Adjusted diluted earnings per common share computation (non-GAAP): Adjusted net income available to common shareholders allocated to common stock (non-GAAP)$13,115 $11,828 $11,781 $24,920 $23,215 Weighted average common shares outstanding for basic earnings per common share 20,881 20,867 20,831 20,874 20,827Add: Dilutive effect of stock compensation 72 58 62 65 63Weighted average shares and dilutive potential common shares 20,953 20,925 20,893 20,939 20,890Adjusted diluted earnings per common share (non-GAAP)$0.63 $0.57 $0.56 $1.19 $1.11 CNB FINANCIAL CORPORATIONCONSOLIDATED FINANCIAL DATAUnaudited(dollars in thousands, except per share data) Reconciliation of Non-GAAP Financial Measures Three Months Ended Six Months Ended June 30,2025 March 31,2025 June 30,2024 June 30,2025 June 30,2024Calculation of dividend payout ratio: Cash dividends per common share$0.180 $0.180 $0.175 $0.360 $0.350 Diluted earnings per common share 0.61 0.50 0.56 1.10 1.11 Dividend payout ratio 30% 36% 31% 33% 32% Adjusted calculation of dividend payout ratio (non-GAAP): Cash dividends per common share$0.180 $0.180 $0.175 $0.360 $0.350 Adjusted diluted earnings per common share (non-GAAP) 0.63 0.57 0.56 1.19 1.11 Adjusted dividend payout ratio (non-GAAP) 29% 32% 31% 30% 32% Three Months Ended Six Months Ended June 30,2025 March 31,2025 June 30,2024 June 30,2025 June 30,2024Calculation of net interest margin: Interest income$85,771 $82,379 $80,652 $168,150 $158,557 Interest expense 33,574 33,948 34,935 67,522 67,618 Net interest income$52,197 $48,431 $45,717 $100,628 $90,939 Average total earning assets$5,817,121 $5,803,526 $5,465,645 $5,810,364 $5,407,954 Net interest margin (GAAP) (annualized) 3.60% 3.38% 3.36% 3.49% 3.38% Calculation of net interest margin (fully tax equivalent basis) (non-GAAP): Interest income$85,771 $82,379 $80,652 $168,150 $158,557 Tax equivalent adjustment (non-GAAP) 265 260 214 525 431 Adjusted interest income (fully tax equivalent basis) (non-GAAP) 86,036 82,639 80,866 168,675 158,988 Interest expense 33,574 33,948 34,935 67,522 67,618 Net interest income (fully tax equivalent basis) (non-GAAP)$52,462 $48,691 $45,931 $101,153 $91,370 Average total earning assets$5,817,121 $5,803,526 $5,465,645 $5,810,364 $5,407,954 Less: average mark to market adjustment on investments (non-GAAP) (42,592) (48,070) (59,225) (45,317) (57,186)Adjusted average total earning assets, net of mark to market (non-GAAP)$5,859,713 $5,851,596 $5,524,870 $5,855,681 $5,465,140 Net interest margin, fully tax equivalent basis (non-GAAP) (annualized) 3.59% 3.37% 3.34% 3.48% 3.36% CNB FINANCIAL CORPORATIONCONSOLIDATED FINANCIAL DATAUnaudited(dollars in thousands, except per share data) Reconciliation of Non-GAAP Financial Measures June 30,2025 March 31,2025 June 30,2024Calculation of tangible book value per common share and tangible commonequity / tangible assets (non-GAAP): Shareholders' equity$637,281 $624,508 $586,700 Less: preferred equity 57,785 57,785 57,785 Common shareholders' equity 579,496 566,723 528,915 Less: goodwill and other intangibles 43,874 43,874 43,874 Less: core deposit intangible 173 190 241 Tangible common equity (non-GAAP)$535,449 $522,659 $484,800 Total assets$6,318,477 $6,295,508 $5,886,571 Less: goodwill and other intangibles 43,874 43,874 43,874 Less: core deposit intangible 173 190 241 Tangible assets (non-GAAP)$6,274,430 $6,251,444 $5,842,456 Ending shares outstanding 21,119,894 20,980,245 20,998,117 Book value per common share (GAAP)$27.44 $27.01 $25.19 Tangible book value per common share (non-GAAP)$25.35 $24.91 $23.09 Common shareholders' equity / Total assets (GAAP) 9.17% 9.00% 8.99%Tangible common equity / Tangible assets (non-GAAP) 8.53% 8.36% 8.30% Adjusted calculation of book value per common share (non-GAAP): Common shareholders' equity$579,496 $566,723 $528,915 Add: Merger costs, net of tax (non-GAAP) 1,844 1,487 — Adjusted common shareholders' equity (non-GAAP)$581,340 $568,210 $528,915 Ending shares outstanding 21,119,894 20,980,245 20,998,117 Adjusted book value per common share (non-GAAP)$27.53 $27.08 $25.19 Adjusted calculation of tangible book value per common share (non-GAAP): Tangible common equity (non-GAAP)$535,449 $522,659 $484,800 Add: Merger costs, net of tax (non-GAAP) 1,844 1,487 — Adjusted tangible common equity (non-GAAP)$537,293 $524,146 $484,800 Ending shares outstanding 21,119,894 20,980,245 20,998,117 Adjusted tangible book value per common share (non-GAAP)$25.44 $24.98 $23.09 Adjusted calculation of tangible common equity / tangible assets (non-GAAP): Adjusted common shareholders' equity (non-GAAP)$537,293 $524,146 $484,800 Tangible assets (non-GAAP)$6,274,430 $6,251,444 $5,842,456 Add: Merger costs (non-GAAP) 1,886 1,529 — Adjusted tangible assets (non-GAAP)$6,276,316 $6,252,973 $5,842,456 Adjusted tangible common equity / Adjusted tangible assets (non-GAAP) 8.56% 8.38% 8.30% CNB FINANCIAL CORPORATIONCONSOLIDATED FINANCIAL DATAUnaudited(dollars in thousands, except per share data) Reconciliation of Non-GAAP Financial Measures Three Months Ended Six Months Ended June 30,2025 March 31,2025 June 30,2024 June 30,2025 June 30,2024Calculation of efficiency ratio: Non-interest expense$39,617 $41,038 $35,989 $80,655 $73,413 Non-interest income$9,008 $8,507 $8,865 $17,515 $17,820 Net interest income 52,197 48,431 45,717 100,628 90,939 Total revenue$61,205 $56,938 $54,582 $118,143 $108,759 Efficiency ratio 64.73% 72.07% 65.94% 68.27% 67.50% Calculation of efficiency ratio (fully tax equivalent basis) (non-GAAP): Non-interest expense$39,617 $41,038 $35,989 $80,655 $73,413 Less: core deposit intangible amortization 16 17 19 33 39 Adjusted non-interest expense (non-GAAP)$39,601 $41,021 $35,970 $80,622 $73,374 Non-interest income$9,008 $8,507 $8,865 $17,515 $17,820 Net interest income$52,197 $48,431 $45,717 $100,628 $90,939 Less: tax exempt investment and loan income, net of TEFRA (non-GAAP) 1,451 1,464 1,318 2,915 2,655 Add: tax exempt investment and loan income (fully tax equivalent basis) (non-GAAP) 2,046 2,076 1,902 4,122 3,834 Adjusted net interest income (fully tax equivalent basis) (non-GAAP) 52,792 49,043 46,301 101,835 92,118 Adjusted net revenue (fully tax equivalent basis) (non-GAAP)$61,800 $57,550 $55,166 $119,350 $109,938 Efficiency ratio (fully tax equivalent basis) (non-GAAP) 64.08% 71.28% 65.20% 67.55% 66.74% Adjusted calculation of efficiency ratio (fully tax equivalent basis) (non-GAAP): Adjusted non-interest expense (non-GAAP)$39,601 $41,021 $35,970 $80,622 $73,374 Less: Merger costs (non-GAAP) 357 1,529 — 1,886 — Adjusted non-interest expense (non-GAAP)$39,244 $39,492 $35,970 $78,736 $73,374 Adjusted net revenue (fully tax equivalent basis) (non-GAAP)$61,800 $57,550 $55,166 $119,350 $109,938 Adjusted efficiency ratio (fully tax equivalent basis) (non-GAAP) 63.50% 68.62% 65.20% 65.97% 66.74% CNB FINANCIAL CORPORATIONCONSOLIDATED FINANCIAL DATAUnaudited(dollars in thousands, except per share data) Reconciliation of Non-GAAP Financial Measures Three Months Ended Six Months Ended June 30,2025 March 31,2025 June 30,2024 June 30,2025 June 30,2024Calculation of return on average assets: Net income$13,956 $11,481 $12,957 $25,437 $25,557 Average total assets$6,235,036 $6,220,575 $5,854,978 $6,227,901 $5,792,485 Return on average assets (GAAP) (annualized) 0.90% 0.75% 0.89% 0.82% 0.89% Adjusted calculation of return on average assets (non-GAAP): Net income$13,956 $11,481 $12,957 $25,437 $25,557 Add: Merger costs, net of tax (non-GAAP) 357 1,487 — 1,844 — Adjusted net income$14,313 $12,968 $12,957 $27,281 $25,557 Average total assets$6,235,036 $6,220,575 $5,854,978 $6,227,901 $5,792,485 Adjusted return on average assets (non-GAAP) (annualized) 0.92% 0.85% 0.89% 0.88% 0.89% June 30,2025 March 31,2025 June 30,2024Calculation of total deposits Total deposits$5,467,082 $5,460,078 $5,110,845 Adjusted calculation of total deposits (non-GAAP): Total deposits$5,467,082 $5,460,078 $5,110,845Add: High cost municipal deposits 77,690 — —Adjusted total deposits (non-GAAP)$5,544,772 $5,460,078 $5,110,845 CNB FINANCIAL CORPORATIONCONSOLIDATED FINANCIAL DATAUnaudited(dollars in thousands, except per share data) Reconciliation of Non-GAAP Financial Measures Three Months Ended Six Months Ended June 30,2025 March 31,2025 June 30,2024 June 30,2025 June 30,2024Calculation of return on average tangible common equity (non-GAAP): Net income$13,956 $11,481 $12,957 $25,437 $25,557 Less: preferred stock dividends 1,075 1,075 1,075 2,150 2,150 Net income available to common shareholders$12,881 $10,406 $11,882 $23,287 $23,407 Average shareholders' equity$633,848 $619,409 $583,221 $626,739 $579,991 Less: average goodwill & intangibles 44,058 44,074 44,127 44,066 44,137 Less: average preferred equity 57,785 57,785 57,785 57,785 57,785 Average tangible common shareholders' equity (non-GAAP)$532,005 $517,550 $481,309 $524,888 $478,069 Return on average equity (GAAP) (annualized) 8.83% 7.52% 8.94% 8.18% 8.86%Return on average common equity (GAAP) (annualized) 8.97% 7.51% 9.10% 8.25% 9.01%Return on average tangible common equity (non-GAAP) (annualized) 9.71% 8.15% 9.93% 8.95% 9.85% Adjusted calculation of return on average equity (non-GAAP): Net income$13,956 $11,481 $12,957 $25,437 $25,557 Add: Merger costs, net of tax (non-GAAP) 357 1,487 — 1,844 — Adjusted net income (non-GAAP)$14,313 $12,968 $12,957 $27,281 $25,557 Average shareholders' equity$633,848 $619,409 $583,221 $626,739 $579,991 Adjusted return on average equity (non-GAAP) (annualized) 9.06% 8.49% 8.94% 8.78% 8.86% Adjusted calculation of return on average tangible common equity (non-GAAP): Net income available to common shareholders$12,881 $10,406 $11,882 $23,287 $23,407 Add: Merger costs, net of tax (non-GAAP) 357 1,487 — 1,844 — Adjusted net income available to common shareholders$13,238 $11,893 $11,882 $25,131 $23,407 Average tangible common shareholders' equity (non-GAAP)$532,005 $517,550 $481,309 $524,888 $478,069 Adjusted return on average tangible common equity (non-GAAP) (annualized) 9.98% 9.32% 9.93% 9.66% 9.85%

CNB Financial Corporation Reports Second Quarter 2025 Results

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