ESSA Bancorp Inc. filed SEC Form 8-K: Material Modification to Rights of Security Holders, Changes in Control of Registrant, Completion of Acquisition or Disposition of Assets, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
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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.
| Item 3.03 | Material Modification to the Rights of Security Holders. |
The information set forth under Items 2.01, 3.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.
At the Effective Time, each holder of shares of ESSA Common Stock issued and outstanding immediately prior to the Effective Time ceased to have any rights as a shareholder of ESSA other than the right to receive the Merger Consideration and cash in lieu of fractional shares of CNB Common Stock in accordance with the Merger Agreement.
| Item 5.01 | Changes in Control of Registrant. |
The information set forth under Items 2.01 and 3.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
As of the Effective Time, and pursuant to the terms of the Merger Agreement, ESSA’s directors and executive officers ceased serving as directors and executive officers of ESSA. In accordance with the terms of the Merger Agreement, CNB and CNB Bank appointed former ESSA President, Chief Executive Officer and Director Gary S. Olson, and former ESSA Directors Robert C. Selig, Jr. and Daniel J. Henning to the boards of directors of CNB and CNB Bank, respectively.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
As a result of the Merger, at the Effective Time, ESSA ceased to exist and the Articles of Incorporation and the Bylaws of ESSA ceased to be in effect by operation of law. The Third Amended and Restated Certificate of Incorporation and the Third Amended and Restated Bylaws, as amended, of CNB, as in effect immediately prior to the Effective Time, remain in effect as the Third Amended and Restated Certificate of Incorporation and Third Amended and Restated Bylaws, as amended, of CNB as the surviving entity of the Merger, consistent with the terms of the Merger Agreement. Copies of the Third Amended Restated Certificate of Incorporation and Third Amended and Restated Bylaws of CNB are filed as Exhibits 3.1, 3.2 and 3.3 to this Current Report on Form 8-K, respectively, and are incorporated herein by reference.
The information set forth in Item 2.01 of this Current Report on Form 8-K is also incorporated by reference into this Item 5.03.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
SIGNATURES
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
As successor by merger to ESSA Bancorp, Inc. | ||||||
| DATE: July 24, 2025 | By: | /s/ Tito L. Lima | ||||
| Tito L. Lima Treasurer | ||||||