[8-K/A] CNB FINANCIAL CORP/PA Amends Material Event Report

Rhea-AI Filing Summary

CNB Financial Corporation filed an amendment that supplies audited and unaudited financial statements and pro forma combined financial information tied to an acquisition of ESSA Bancorp, Inc. The exhibit list includes audited consolidated financial statements of ESSA for the years ended September 30, 2024 and September 30, 2023, unaudited ESSA statements for the three and six months ended March 31, 2025 and March 31, 2024, and unaudited pro forma condensed combined consolidated statements for CNB for the year ended December 31, 2024 and the three months ended March 31, 2025. The filing also includes a consent from the independent auditor and an interactive Inline XBRL cover page.

The materials provide the documented basis to evaluate how ESSA's historical results are presented alongside CNB's results on a pro forma basis for the specified periods, supporting investor review of the transaction's reported historical accounting and combined financial presentation.

Positive

• Audited consolidated financial statements of ESSA provided for years ended September 30, 2024 and September 30, 2023
• Unaudited interim statements for ESSA for the three and six months ended March 31, 2025 and March 31, 2024
• Unaudited pro forma condensed combined consolidated statements for CNB for year ended December 31, 2024 and quarter ended March 31, 2025
• Independent auditor consent (S.R. Snodgrass, P.C.) included
• Interactive Inline XBRL cover page provided for data transparency

Negative

• None.

Insights

M&A Financial Integration Analyst

Pro forma statements enable assessment of the combined company’s historical performance.

The inclusion of unaudited pro forma condensed combined consolidated statements for the year ended December 31, 2024 and the quarter ended March 31, 2025 shows how ESSA's results are reflected with CNB on a combined basis for those reporting periods. This permits direct comparison of historical operating metrics after the transaction.

Key dependencies include the assumptions underlying the pro forma adjustments and the periods shown; investors can review those adjustments in the pro forma notes within the exhibits over the short term as they reassess combined revenue and expense presentation.

Accounting and Audit Specialist

Audited ESSA statements and auditor consent increase reliability of historical financial data.

The filing attaches audited consolidated financial statements for ESSA for years ended September 30, 2024 and September 30, 2023, plus auditor consent from S.R. Snodgrass, P.C., which supports use of those audited figures in disclosure. Unaudited interim statements for March periods are also provided for more recent trends.

Material review items include any audit qualifications and the footnote disclosures; those items will be the primary documents to inspect for accounting policies, fair-value treatments, and pro forma adjustment rationale in the near term.

CNB FINANCIAL CORP/PA true 0000736772 0000736772 2025-07-23 2025-07-23 0000736772 us-gaap:CommonStockMember 2025-07-23 2025-07-23 0000736772 us-gaap:SeriesAPreferredStockMember 2025-07-23 2025-07-23

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 23, 2025

CNB FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

Pennsylvania		001-39472		25-1450605
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification No.)

1 South Second Street

PO Box 42

Clearfield, Pennsylvania 16830

(Address of principal executive offices, zip code)

Registrant’s telephone number, including area code: (814) 765-9621

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol		Name of each exchange on which registered
Common Stock, no par value		CCNE		The NASDAQ Stock Market LLC
Depositary Shares (each representing a 1/40th interest in a share of 7.125% Series A Non-Cumulative, Perpetual Preferred Stock)		CCNEP		The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Explanatory Note

As previously reported in a Current Report on Form 8-K filed on July 24, 2025 (the “Initial Form 8-K”), on July 23, 2025, pursuant to the Agreement and Plan of Merger (the “Merger Agreement”) by and among CNB Financial Corporation (the “Company” or “CNB”), CNB Bank, the Company’s subsidiary bank (“CNB Bank”), ESSA Bancorp, Inc. (“ESSA”) and ESSA Bank & Trust, ESSA’s subsidiary bank (“ESSA Bank”), (i) ESSA merged with and into CNB, with CNB being the surviving entity, and (ii) ESSA Bank merged with and into CNB Bank, with CNB Bank being the surviving entity (the “Merger”). This Form 8-K/A amends the Initial Form 8-K to include the financial statements and pro forma financial information required by Items 9.01(a) and (b) of Form 8-K and should be read in conjunction with the Initial Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired

The audited consolidated financial statements of ESSA as of September 30, 2024 and 2023 and for each of the years ended September 30, 2024 and September 30, 2023 and the unaudited consolidated financial statements of ESSA for the three and six months ended March 31, 2025 and March 31, 2024, are filed herewith as Exhibits 99.1 and 99.2, respectively, and are incorporated herein by reference.

(b) Pro Forma Financial Information

The unaudited pro forma condensed combined consolidated financial statements of the Company for the year ended December 31, 2024 and for the three months ended March 31, 2025, giving effect to the Merger, are filed herewith as Exhibit 99.3 and are incorporated herein by reference.

(d) Exhibits

Exhibit Number		Description
23.1		Consent of S.R. Snodgrass, P.C.
99.1		Audited consolidated financial statements of ESSA Bancorp, Inc. as of September 30, 2024 and September 30, 2023 and for each of the years ended September 30, 2024 and September 30, 2023
99.2		Unaudited consolidated financial statements of ESSA Bancorp, Inc. for the three and six months ended March 31, 2025 and March 31, 2024
99.3		Unaudited pro forma condensed combined consolidated financial statements (and related notes) of CNB Financial Corporation for the year ended December 31, 2024 and the three months ended March 31, 2025
104		Cover Page Interactive Data File (embedded in the cover page formatted in Inline XBRL)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

				CNB FINANCIAL CORPORATION
Date: October 8, 2025				By:		/s/ Tito L. Lima
						Tito L. Lima
						Treasurer

FAQ

What financial periods are covered in the audited statements for ESSA related to CCNE?

The audited consolidated financial statements cover the years ended September 30, 2024 and September 30, 2023.

Does the amendment include interim financials for ESSA and CNB (CCNE)?

Yes. It includes unaudited ESSA statements for the three and six months ended March 31, 2025 and March 31, 2024, plus unaudited pro forma combined statements for CNB for the year ended December 31, 2024 and the quarter ended March 31, 2025.

Is there auditor confirmation included in the filing for the attached financials?

Yes. The exhibits list includes the consent of S.R. Snodgrass, P.C. for the disclosed financial statements.

What pro forma periods are presented to show the impact of the acquisition for CCNE?

Unaudited pro forma condensed combined consolidated financial statements are presented for the year ended December 31, 2024 and the three months ended March 31, 2025.

Is machine-readable financial data provided in this filing for CCNE?

Yes. An Interactive Inline XBRL cover page is embedded in the cover page per the exhibit list.