Introductory Note
This Current Report on Form 8-K is being filed in connection with the closing of the transactions contemplated by that certain Agreement and Plan of Merger, dated January 9, 2025 (the “Merger Agreement”), by and among CNB Financial Corporation, a Pennsylvania corporation (“CNB”), CNB Bank, a Pennsylvania-chartered nonmember bank and wholly-owned subsidiary of CNB (“CNB Bank”), ESSA Bancorp, Inc., a Pennsylvania corporation (“ESSA”), and ESSA Bank and Trust, a Pennsylvania-chartered stock savings bank and wholly-owned subsidiary of ESSA (“ESSA Bank”). Pursuant to the Merger Agreement, effective after the close of business on July 23, 2025, upon the terms and subject to the conditions set forth in the Merger Agreement, among other things, (i) ESSA merged with and into CNB, with CNB as the surviving entity (the “Merger”), and (ii) immediately thereafter, ESSA Bank merged with and into CNB Bank, with CNB Bank as the surviving bank (together with the Merger, the “Transaction”).
| Item 2.01 |
Completion of Acquisition or Disposition of Assets. |
On July 23, 2025, after the close of business, the Transaction was consummated.
Upon the terms and subject to the conditions of the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each share of common stock, $0.01 par value, of ESSA (“ESSA Common Stock”) outstanding immediately prior to the Effective Time was converted into the right to receive 0.8547 of a share of common stock, no par value per share, of CNB (“CNB Common Stock” and such consideration, the “Merger Consideration”). Holders of ESSA Common Stock will receive cash in lieu of fractional shares of CNB Common Stock.
Pursuant to the terms of the Merger Agreement, ESSA restricted stock awards automatically vested and were exchanged for the Merger Consideration. ESSA performance-based restricted stock units vested at the greater of target or actual level of achievement of relevant performance goals, and were settled in cash.
A copy of CNB’s press release dated July 24, 2025, announcing completion of the Transaction, is attached hereto as Exhibit 99.1 and is incorporated by reference.
The foregoing description of the Transaction and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 3.01 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
As a result of the Merger, ESSA no longer fulfills the listing requirements of the Nasdaq Global Select Market (“Nasdaq”). ESSA notified Nasdaq that trading in ESSA Common Stock should be suspended and the listing of ESSA Common Stock should be removed, in each case effective as of the Effective Time, and requested that Nasdaq file with the U.S. Securities and Exchange Commission (the “SEC”) a notification of removal from listing and registration of ESSA Common Stock on Form 25 to effect the delisting of all shares of ESSA Common Stock from Nasdaq and the deregistration of such ESSA Common Stock under Section 12(b) of the Securities Exchange Act of 1934 (the “Exchange Act”). CNB, as successor to ESSA, intends to file with the SEC a certification on Form 15 requesting the termination of the registration of ESSA Common Stock under Section 12(g) of the Exchange Act and the suspension of ESSA’s reporting obligations under Sections 13 and 15(d) of the Exchange Act.
