CNB Financial Corporation

Overview

CNB Financial Corporation, incorporated in 1983 and organized in Pennsylvania, is a financial holding company that operates as a bank holding company under the Bank Holding Company Act. Through its subsidiary banks, CNB provides consumer, commercial, real estate, and wealth-management banking services, including checking, savings, time deposits, real estate, commercial, industrial, residential and consumer loans, and a Private Client Solutions division for private banking and wealth/asset management.

CNB also controls four non-bank subsidiaries:

• CNB Securities Corporation (investments in debt and equity securities)
• CNB Insurance Agency (sale of nonproprietary annuities and other insurance products)
• CNB Risk Management, Inc. (a Delaware-based captive insurance company)
• Holiday Financial Services Corporation (small balance unsecured and secured auto/equipment loans)

Recent growth and major corporate actions

• Acquisition: On July 23, 2025, CNB completed an all-stock merger to acquire ESSA Bancorp, Inc. and its subsidiary ESSA Bank & Trust, adding ESSA’s 20 community offices and extending CNB Bank’s branch network into the Northeastern Region, including the Lehigh Valley, PA.
• Consideration: Total consideration to ESSA shareholders was approximately $202.6 million, consisting of about 8,359,430 CNB common shares (valued at roughly $202.5 million based on a $24.23 per share closing price) and $21,000 in cash in lieu of fractional shares.
• Result: The acquisition expanded CNB Bank’s footprint and capabilities within CNB Bank’s organizational structure.

Corporate and subsidiary structure

• Parent: CNB Financial Corporation (headquartered at 1 South Second Street, Clearfield, PA).
• Bank subsidiaries/divisions under the CNB Bank umbrella:
  • CNB Bank (Pennsylvania-chartered)
  • ERIEBANK (division; operates in PA and OH)
  • FCBank (division; operates in OH)
  • BankOnBuffalo (division; operates in NY)
  • Ridge View Bank (division; operates in Southwest Virginia)
  • ESSA Bank (division; operates in PA)
  • Impressia Bank (division; women-focused banking)
• Regulatory shift: As of February 12, 2026, CNB Bank became a member of the Federal Reserve System, with the Federal Reserve Board serving as its primary federal regulator. Prior regulators included the Pennsylvania Department of Banking and Securities and the FDIC.

Geographic footprint and branch network (as of December 31, 2025)

• CNB Bank (parent bank franchise): 75 full-service offices; headquarters in Clearfield, PA.
• Holiday Financial Services Corporation: six full-service offices.
• BankOnBuffalo (division): 12 full-service branches, 1 mobile branch, and 2 drive-up offices; headquartered in Buffalo, NY.
• Ridge View Bank (division): 3 full-service branches and 1 loan production office (Southwest Virginia).
• ESSA Bank (division): 20 full-service branches; headquartered in Stroudsburg, PA.
• Impressia Bank (division): launched in May 2023 as CNB Bank’s sixth division.
• Additional branch note: As of December 31, 2025, the Bank had one loan production office, two drive-up offices, one mobile office, and 75 full-service branch offices in its market area.

People and culture

• Employees: 950 total as of December 31, 2025 (917 full-time and 33 part-time).
• Governance and leadership development practices include formal strategic planning and succession planning for executives.
• Community involvement in 2025:
  • Employees reported 32,421 hours of voluntary service to 1,374 organizations (74% employee participation).
  • CNB and employees donated about $1.4 million.
  • Volunteer Time Off program (up to 16 hours/year) generated 3,446 volunteer hours in 2025.

Products, services, and initiatives

• Core services: Deposit and loan products for individuals and businesses; Private Client Solutions for wealth management and private banking.
• Specialty programs and initiatives:
  • Open Your Door Program (homeownership assistance), launched in 2025.
  • GreenPath Financial Wellness partnership for free financial counseling.
  • Financial Wellness Center offering online trainings and financial education outreach.
  • BankOnWheels (BankOnBuffalo) mobile banking to increase access in underserved communities.
  • At Ease Program (support for veterans and active-duty service members), launched in 2023.
• Compliance, risk management, and technology: Ongoing focus on risk management, cybersecurity planning, third-party risk management, and investments in IT and security staff, with attention to regulatory and cyber threats.

Regulatory and governance context

• CNB Financial Corporation is a bank holding company regulated by the Federal Reserve Board and the Pennsylvania Department of Banking and Securities. As of 2026, CNB Bank is a Federal Reserve member bank with the Federal Reserve Board as its primary federal regulator.
• The company is subject to Basel III-related capital requirements, prompt corrective action (PCA), community reinvestment (CRA) obligations, anti-money laundering requirements, OFAC sanctions compliance, and board-level IT and cybersecurity oversight.