SEC Form 425 filed by ESSA Bancorp Inc.

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 9, 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. ☐

 

 

 

Item 8.01.

Other Events

As previously disclosed, on January 9, 2025, CNB Financial Corporation (“CNB”) and CNB Bank, CNB’s subsidiary bank (“CNB Bank”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with ESSA Bancorp, Inc. (“ESSA”) and ESSA Bank & Trust, ESSA’s subsidiary bank, (“ESSA Bank”), and pursuant to which ESSA will merge with and into CNB, with CNB as the surviving entity (the “Merger”).

In connection with the proposed Merger, CNB filed with the Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-4, as amended, containing a prospectus of CNB and a joint proxy statement of CNB and ESSA, dated March 5, 2025 (collectively, the “joint proxy statement/prospectus”), which CNB and ESSA first mailed to their respective shareholders on or about March 7, 2025.

Following the announcement of the Merger Agreement, between February 28, 2025 and March 28, 2025, CNB has received a total of five demand letters and ESSA has received a total of five demand letters from counsel representing purported shareholders of CNB or ESSA, as applicable (collectively, the “Demand Letters”), and ESSA is aware of two complaints, Eric Miller v. ESSA Bancorp, Inc. et al., Index No. 651615/2025, filed in the Supreme Court of New York, County of New York, on March 25, 2025, and Mark Thomas v. ESSA Bancorp, Inc. et al., Index No. 651689/2025, filed in the Supreme Court of New York, County of New York, on March 27, 2025 (together, the “Complaints”). The Demand Letters and Complaints allege, among other things, that CNB, ESSA and/or their directors caused a materially incomplete and misleading joint prospectus/proxy statement relating to the Merger to be filed with the SEC in violation of Section 14(a) and Section 20(b) of the Securities Exchange Act of 1934, as amended, and Rule 14a-9 promulgated thereunder.

CNB and ESSA believe that the allegations in the Demand Letters and the Complaints are without merit, that the disclosures in the joint proxy statement/prospectus comply fully with applicable laws, and that supplemental disclosures are not required or necessary under applicable laws. However, in order to avoid the risk that the Demand Letters and Complaints delay or otherwise adversely affect the Merger, and to avoid the cost and distraction of litigation, and without admitting any liability or wrongdoing, CNB and ESSA are supplementing the joint proxy statement/prospectus as described in this Current Report on Form 8-K. CNB, ESSA and their respective directors deny that they have violated any laws, negligently misrepresented or concealed any information, or breached any fiduciary duties. Nothing in this Current Report on Form 8-K shall be deemed an admission of the legal necessity or materiality under applicable laws of any of the disclosures set forth herein or in the joint proxy statement/prospectus. To the contrary, CNB, ESSA and their respective directors specifically deny all allegations in the Demand Letters and the Complaints and that any additional disclosure in the joint proxy statement/prospectus was or is required.

Supplemental Disclosures to the Joint Proxy Statement/Prospectus

The supplemental information contained in this Current Report on Form 8-K supplements the disclosures contained in the joint proxy statement/prospectus and should be read in conjunction with the joint proxy statement/prospectus, which should be read in its entirety. To the extent that information set forth herein differs from or updates information contained in the joint proxy statement/prospectus, the information contained herein supersedes the information contained in the joint proxy statement/prospectus. Defined terms used but not defined below have the meanings set forth in the joint proxy statement/prospectus. All page references in the information below are to pages in the joint proxy statement/prospectus. Paragraph references used herein refer to the joint proxy statement/prospectus before any additions or deletions resulting from the supplemental disclosures. The information contained herein speaks only as of April 9, 2025, unless the information indicates another date applies. Without admitting in any way that the disclosures below are material or otherwise required by law, rule or regulation, CNB and ESSA make the following amended and supplemental disclosures to the joint proxy statement/prospectus:

1. The disclosure under the heading “The Merger — Opinion of CNB’s Financial Advisor — Comparable Company Analyses” is hereby amended by deleting the table of company names at the bottom of page 123 (the CNB Peer Group) of the joint proxy statement/prospectus and replacing it with the following:

 

Financials as of September 30, 2024						Balance Sheet												Capital Position																LTM Profitability																Valuation as of January 7, 2025
																										Total RBC Ratio (%)				Bank CRE/ Total RBC (%)																				Price /
Company		State		Ticker		Assets ($M)				Loans/ Deps. (%)				NPAs/ Assets (%)				TCE/ TA (%)				Lev. Ratio (%)												ROAA (%)				ROAE (%)				NIM (%)				Effic. Ratio (%)				TBV (%)				LTM EPS (x)				2025E EPS (x)				Div. Yield (%)				Mkt. Cap. ($M)
Amalgamated Financial Corp.		NY		AMAL			8,414				59.9				0.34				8.14				8.63				16.25				201				1.28				17.1				3.45				51.0				148				9.7				9.5				1.5				1,015
Univest Financial Corporation		PA		UVSP			8,206				98.2				0.44				8.71				9.53				14.27				252				0.94				8.7				2.85				66.3				119				11.5				—				2.9				831
Tompkins Financial Corporation		NY		TMP			8,006				89.4				0.78				7.91				9.19				13.21				315				0.85				10.0				2.77				67.9				152				14.2				12.8				3.8				949
Kearny Financial Corp.		NJ		KRNY			7,772				105.7				0.51				8.31				9.14				15.46				533				(1.16	)			(11.4	)			1.87				77.5				70				NM				10.9				6.3				434
Metropolitan Bank Holding Corp.		NY		MCB			7,403				94.1				0.42				9.54				10.57				13.22				371				0.83				8.9				3.46				62.7				92				11.0				8.1				—				653
Peapack-Gladstone Financial Corporation		NJ		PGC			6,794				89.6				1.18				8.31				9.33				15.19				358				0.50				5.6				2.27				74.2				97				17.1				11.5				0.6				539
Financial Institutions, Inc.		NY		FISI			6,156				83.0				0.65				6.93				8.98				12.95				283				0.83				11.3				2.83				66.5				97				8.3				7.8				4.6				514
TrustCo Bank Corp NY		NY		TRST			6,110				96.3				0.36				10.94				11.05				20.53				19				0.78				7.3				2.54				60.6				91				12.7				—				4.5				605
Shore Bancshares, Inc.		MD		SHBI			5,918				90.6				0.26				7.39				8.31				12.04				363				0.71				7.9				3.11				62.0				120				12.4				10.1				3.1				515
Northfield Bancorp, Inc. (Staten Island, NY)		NJ		NFBK			5,731				104.7				0.40				11.57				12.03				NR				441				0.47				3.9				2.10				68.0				73				17.6				12.1				4.6				483
Mid Penn Bancorp, Inc.		PA		MPB			5,527				94.2				0.32				8.13				8.39				11.93				395				0.90				8.8				3.06				65.8				106				9.6				9.9				2.9				542
Orrstown Financial Services, Inc.		PA		ORRF			5,471				85.6				0.49				7.46				7.96				12.40				341				0.43				4.8				3.84				60.6				171				18.9				8.1				2.6				683
Peoples Financial Services Corp.		PA		PFIS			5,360				87.7				0.41				6.90				7.64				11.94				329				0.15				1.6				2.60				65.5				135				NM				8.2				5.1				487
Arrow Financial Corporation		NY		AROW			4,411				87.0				0.49				8.39				9.78				14.46				124				0.78				8.7				2.66				67.5				121				13.6				10.1				4.2				446
First Bank		NJ		FRBA			3,758				101.2				0.47				9.41				9.53				11.55				397				1.11				10.5				3.61				55.5				97				8.5				8.4				1.8				339
BCB Bancorp, Inc.		NJ		BCBP			3,614				114.6				0.98				8.12				8.95				13.14				430				0.57				6.8				2.54				61.6				65				9.6				7.9				5.7				192
Citizens Financial Services, Inc.		PA		CZFS			3,026				95.1				0.77				7.17				8.96				11.55				301				0.91				8.8				3.11				63.5				135				10.4				9.6				3.3				285
Ponce Financial Group, Inc.		NY		PDLB			3,016				117.9				0.73				9.27				17.81				22.87				321				0.30				1.7				2.66				85.7				111				NM				NM				—				293

Note: Includes major exchange-traded (NASDAQ, NYSE and NYSEAM) banks headquartered in the Mid-Atlantic region, as defined by S&P Capital IQ Pro, with total assets between $3.0 billion and $9.0 billion; Excludes targets of announced mergers and The Bancorp, Inc. (TBBK) due to non-traditional business model; Bank level Call Report financial data shown where consolidated financials unavailable; “NR” stands for “Not Reported” denoting a bank’s election into the Community Bank Leverage Ratio (CBLR) framework; “NM” stands for “Not Meaningful” reflecting a Price / EPS multiple less than 0.0x or greater than 30.0x; Institutions not shown pro forma for pending or recently closed acquisitions or divestitures

 

2. The disclosure under the heading “The Merger — Opinion of CNB’s Financial Advisor — Comparable Company Analyses” is hereby amended by deleting the table of company names at the bottom of page 124 (ESSA Peer Group) of the joint proxy statement/prospectus and replacing it with the following:

 

Financials as of September 30, 2024						Balance Sheet												Capital Position																LTM Profitability																Valuation as of January 7, 2025
																										Total RBC Ratio (%)				Bank CRE/ Total RBC (%)																				Price /
Company		State		Ticker		Assets ($M)				Loans/ Deps. (%)				NPAs/ Assets (%)				TCE/ TA (%)				Lev. Ratio (%)												ROAA (%)				ROAE (%)				NIM (%)				Effic. Ratio (%)				TBV (%)				LTM EPS (x)				2025E EPS (x)				Div. Yield (%)				Mkt. Cap. ($M)
LINKBANCORP, Inc.		PA		LNKB			2,880				93.4				0.59				7.02				9.41				11.44				366				0.22				2.3				3.85				66.8				138				NM				8.9				4.1				272
Chemung Financial Corporation		NY		CHMG			2,774				82.8				0.40				7.22				9.03				13.31				396				0.79				11.1				2.70				69.6				111				10.2				8.7				2.7				220
Citizens & Northern Corporation		PA		CZNC			2,671				88.6				0.88				8.51				9.71				15.72				251				0.87				8.6				3.30				69.3				126				12.7				10.1				6.1				281
Unity Bancorp, Inc.		NJ		UNTY			2,635				107.7				0.37				10.72				11.94				15.23				241				1.62				14.8				4.08				46.0				145				10.5				9.0				1.3				409
Fidelity D & D Bancorp, Inc.		PA		FDBC			2,616				76.6				0.29				7.19				9.30				14.60				166				0.63				8.3				2.69				65.4				138				16.8				—				3.6				258
Capital Bancorp, Inc.		MD		CBNK			2,561				96.4				0.60				10.94				11.85				16.65				319				1.40				12.4				6.38				66.9				137				11.8				8.9				1.5				456
Orange County Bancorp, Inc.		NY		OBT			2,519				83.9				0.43				7.44				10.06				14.89				415				1.17				17.2				3.83				57.6				163				10.5				9.6				1.9				304
ACNB Corporation		PA		ACNB			2,421				93.6				0.27				10.74				12.46				18.15				206				1.21				10.4				3.82				61.5				129				11.2				9.6				3.3				328
Meridian Corporation		PA		MRBK			2,388				101.5				1.97				6.74				9.32				NR				273				0.49				7.0				3.14				73.4				98				13.8				8.0				3.6				154
Princeton Bancorp, Inc.		NJ		BPRN			2,355				89.5				0.10				10.41				11.44				13.17				449				0.51				4.2				3.53				63.2				92				20.2				9.2				3.7				224
Hanover Bancorp, Inc.		NY		HNVR			2,328				102.5				0.66				7.27				8.85				14.24				397				0.55				6.5				2.41				68.3				95				13.5				9.5				1.8				160
Norwood Financial Corp.		PA		NWFL			2,280				90.3				0.35				7.39				9.03				12.78				138				0.58				7.1				2.88				65.4				127				16.3				10.1				4.8				209
Franklin Financial Services Corporation		PA		FRAF			2,151				79.3				0.00				6.58				8.44				14.73				330				0.71				10.7				3.02				73.4				91				9.1				—				4.4				128
Parke Bancorp, Inc.		NJ		PKBK			2,065				118.0				0.67				14.34				15.46				NR				183				1.44				9.8				3.03				38.6				78				8.3				—				3.7				231
Northeast Community Bancorp, Inc.		NY		NECB			1,968				108.1				0.27				15.73				14.76				14.04				564				2.65				16.8				5.81				35.7				108				6.6				7.8				2.5				278
First United Corporation		MD		FUNC			1,916				94.0				0.57				8.51				11.88				15.83				202				0.83				9.8				3.30				61.8				131				13.4				10.0				2.7				212
Esquire Financial Holdings, Inc.		NY		ESQ			1,782				84.4				0.62				13.05				12.60				16.64				187				2.60				20.3				6.14				48.9				288				16.2				14.6				0.7				630
CB Financial Services, Inc.		PA		CBFV			1,562				78.7				0.14				8.98				9.96				15.76				241				1.56				17.0				3.20				69.6				103				6.3				15.0				3.6				144
Pathfinder Bancorp, Inc.		NY		PBHC			1,483				77.0				1.09				7.36				8.29				15.55				189				0.15				1.8				2.91				68.0				98				NM				—				2.3				106
SR Bancorp, Inc.		NJ		SRBK			1,053				92.9				0.00				16.85				16.06				NR				168				0.09				0.5				3.33				74.8				65				NM				—				—				104

Note: Includes major exchange-traded (NASDAQ, NYSE and NYSEAM) banks headquartered in the Mid-Atlantic region, as defined by S&P Capital IQ Pro, with total assets between $1.0 billion and $3.0 billion and LTM ROAA greater than 0.00%; Excludes targets of announced mergers; Bank level Call Report financial data shown where consolidated financials unavailable; “NR” stands for “Not Reported” denoting a bank’s election into the Community Bank Leverage Ratio (CBLR) framework; “NM” stands for “Not Meaningful” reflecting a Price / LTM EPS multiple less than 0.0x or greater than 30.0x; Institutions not shown pro forma for pending or recently closed acquisitions or divestitures

Source: S&P Capital IQ Pro.

3. The disclosure under the heading “The Merger — Opinion of CNB’s Financial Advisor — Analysis of Precedent Transactions” is hereby amended by deleting the table of Acquiror and Target names at the top of page 126 (the Regional Precedent Transactions) of the joint proxy statement/prospectus and replacing it with the following:

 

										Transaction Information																				Seller Information
														Price /								Core Deposit Prem (%)				1-Day Market Prem (%)																				LTM Effic. Ratio (%)
Acquiror		St		Target		St		Annc. Date		Deal Value ($M)				LTM EPS (x)				TBV (%)												Total Assets ($M)				TCE/ TA (%)				LTM ROAA (%)				LTM ROAE (%)								NPAs/ Assets (%)
Northwest Bancshares, Inc.		OH		Penns Woods Bancorp Inc.		PA		12/17/24			270.4				13.1				139				5.3				1.9				2,259				8.3				0.88				10.3				65.8				0.20
NBT Bancorp Inc.		NY		Evans Bancorp Inc.		NY		09/09/24			236.2				12.2				132				3.7				18.3				2,257				7.8				0.88				11.4				79.9				1.31
ConnectOne Bancorp Inc.		NJ		The Frst of Long Island Corp.		NY		09/05/24			280.8				12.7				74				(3.1	)			(0.8	)			4,209				8.9				0.52				6.0				70.5				0.06
Peoples Financial Services		PA		FNCB Bancorp Inc.		PA		09/27/23			128.1				8.0				102				0.3				5.3				1,862				6.7				0.91				13.0				60.2				0.29
First Bank		NJ		Malvern Bancorp Inc		PA		12/14/22			150.1				21.4				102				0.5				27.4				1,044				14.0				0.63				4.8				71.0				0.57
First Commonwealth Financial		PA		Centric Financial Corp.		PA		08/30/22			137.5				14.8				131				4.8				42.5				1,036				9.6				0.85				9.3				57.5				1.21
Brookline Bancorp Inc.		MA		PCSB Financial Corp.		NY		05/24/22			320.1				20.3				118				3.3				13.9				1,985				13.7				0.79				5.4				64.9				0.44
Farmers National Banc Corp.		OH		Emclaire Financial Corp		PA		03/24/22			106.8				10.4				142				4.1				29.7				1,060				7.0				0.95				10.9				62.3				0.25
Fulton Financial Corp.		PA		Prudential Bancorp Inc.		PA		03/02/22			138.3				17.9				107				1.7				21.1				1,084				11.8				0.69				5.9				69.6				1.21
F.N.B. Corp.		PA		Howard Bancorp Inc.		MD		07/13/21			421.7				18.0				154				9.0				40.6				2,600				10.4				0.89				7.7				53.9				0.65
Lakeland Bancorp		NJ		1st Constitution Bancorp		NJ		07/12/21			243.6				11.5				152				5.9				14.1				1,789				9.1				1.16				11.3				54.5				0.97
Mid Penn Bancorp Inc.		PA		Riverview Financial Corp.		PA		06/30/21			124.8				12.2				121				2.3				11.6				1,215				8.5				0.75				10.3				73.4				0.98
Valley National Bancorp		NY		Westchester Bank Holding Corp.		NY		06/29/21			220.2				18.1				169				8.7				—				1,313				10.1				1.07				10.3				44.9				0.21

Note: Includes United States bank M&A transactions announced between January 1, 2021 and January 7, 2025 with targets headquartered in Maryland, New Jersey, New York and Pennsylvania and total assets between $1 billion and $5 billion at announcement; Excludes transactions with non-disclosed deal values, merger-of-equal (MOE) transactions (as defined by S&P Capital IQ Pro), private investors, private equity buyers and credit union buyers

Source: S&P Capital IQ Pro

4.  The disclosure under the heading “The Merger — Opinion of CNB’s Financial Advisor — Analysis of Precedent Transactions” is hereby amended by deleting the table of Acquiror and Target names in the middle of page 126 (the Nationwide Precedent Transactions) of the joint proxy statement/prospectus and replacing it with the following:

 

										Transaction Information																				Seller Information
														Price /								Core Deposit Prem (%)				1-Day Market Prem (%)																				LTM Effic. Ratio (%)
Acquiror		St		Target		St		Annc. Date		Deal Value ($M)				LTM EPS (x)				TBV (%)												Total Assets ($M)				TCE/ TA (%)				LTM ROAA (%)				LTM ROAE (%)								NPAs/ Assets (%)
Northwest Bancshares, Inc.		OH		Penns Woods Bancorp Inc.		PA		12/17/24			270.4				13.1				139				5.3				1.9				2,259				8.3				0.88				10.3				65.8				0.20
EverBank Financial Corp		FL		Sterling Bank & Trust FSB		MI		09/16/24			261.0				31.8				82				(4.1	)			(13.3	)			2,374				13.4				0.34				2.6				94.8				0.47
Camden National Corp.		ME		Northway Financial Inc.		NH		09/10/24			86.6				17.2				139				2.6				60.9				1,276				4.9				0.39				7.4				82.7				0.28
NBT Bancorp Inc.		NY		Evans Bancorp Inc.		NY		09/09/24			236.2				12.2				132				3.7				18.3				2,257				7.8				0.88				11.4				79.9				1.31
German American Bancorp Inc.		IN		Heartland BancCorp		OH		07/29/24			347.0				16.2				212				15.7				80.0				1,920				8.1				1.09				12.9				64.2				0.06
ChoiceOne Financial Services		MI		Fentura Financial Inc.		MI		07/25/24			180.4				14.5				135				3.7				33.9				1,757				7.7				0.70				8.9				72.8				0.56
West Coast Community Bancorp		CA		1st Capital Bancorp		CA		05/20/24			60.4				17.7				93				(0.6	)			(0.5	)			1,015				6.4				0.35				5.7				72.0				0.05
Alerus Financial Corp.		ND		HMN Financial Inc.		MN		05/15/24			115.5				20.1				107				0.8				32.6				1,151				9.4				0.50				4.7				77.8				0.28
United Bankshares Inc.		WV		Piedmont Bancorp Inc.		GA		05/10/24			270.1				9.8				155				8.4				—				2,080				9.8				1.43				13.6				51.1				0.00
Hope Bancorp, Inc.		CA		Territorial Bancorp Inc.		HI		04/29/24			79.4				15.5				31				(14.2	)			24.8				2,237				11.2				0.23				2.0				84.8				0.10
Wintrust Financial Corp.		IL		Macatawa Bank Corp.		MI		04/15/24			512.4				12.4				174				10.4				54.9				2,615				11.2				1.53				15.0				50.6				0.00

Note: Includes United States bank M&A transactions announced between January 1, 2024 and January 7, 2025 with target total assets between $1 billion and $3 billion at announcement; Excludes transactions with non-disclosed deal values, merger-of-equal (MOE) transactions (as defined by S&P Capital IQ Pro), private investors, private equity buyers and credit union buyers

Source: S&P Capital IQ Pro

5. The disclosure under the heading “The Merger — Opinion of CNB’s Financial Advisor — Net Present Value Analyses” is hereby supplemented by adding the following to the first paragraph thereunder as a new third sentence following the number 140% at the top of page 127 of the joint proxy statement/prospectus:

Piper Sandler selected these price-to-earnings and tangible book value multiples based on Piper Sandler’s review of, among other matters, the trading multiples of selected companies that Piper Sandler deemed to be comparable to CNB.

6. The disclosure under the heading “The Merger — Opinion of CNB’s Financial Advisor — Net Present Value Analyses” is hereby supplemented by adding the following to the paragraph at the top of page 128 of the joint proxy statement/prospectus as a new third sentence following the number 155%:

Piper Sandler selected these price-to-earnings and tangible book value multiples based on Piper Sandler’s review of, among other matters, the trading multiples of selected companies that Piper Sandler deemed to be comparable to ESSA.

7. The disclosure under the heading “The Merger — Opinion of CNB’s Financial Advisor — Pro Forma Transaction Analysis” is hereby supplemented by adding the following to the first paragraph thereunder as a new third sentence at the top of page 129 of the joint proxy statement/prospectus:

For more information about certain of the assumptions provided by the senior management of CNB for use in Piper Sandler’s pro forma analysis, see the Investor Presentation filed by CNB as an exhibit to its Current Report on Form 8-K filed with the SEC on January 10, 2025, which is incorporated by reference herein.

 

8. The disclosure under the heading “The Merger — Opinion of ESSA’s Financial Advisor — Selected Companies Analysis of ESSA” is hereby amended by adding the following table below the table titled “Description of Selected Companies” on page 136 of the joint proxy statement/prospectus:

Description of Selected Companies (continued) (1)

 

Institution Name		Total Assets				Tangible Equity/ Tangible Assets (%)				Net Interest Margin (%)				NPAs/ Assets (%)				ROAA (%)				ROAE (%)
(Dollars in thousands)
Citizens & Northern Corporation		$	2,670,822				8.51				3.30				0.88				0.87				8.56
Embassy Bancorp, Inc.		$	1,715,194				6.68				2.22				0.07				0.63				10.37
ENB Financial Corp		$	2,092,471				6.46				2.85				0.47				0.81				13.50
Fidelity D & D Bancorp, Inc.		$	2,615,933				7.19				2.69				0.29				0.63				8.26
Franklin Financial Services Corporation		$	2,151,363				6.58				3.02				—				0.71				10.66
Kish Bancorp, Inc.		$	1,664,795				6.07				3.19				0.03				0.89				13.42
LINKBANCORP, Inc.		$	2,879,941				7.02				3.85				0.59				0.22				2.27
Meridian Corporation		$	2,387,721				6.74				3.14				1.97				0.49				7.02
Muncy Columbia Financial Corporation		$	1,607,322				8.47				3.25				0.52				0.83				8.51
Norwood Financial Corp.		$	2,279,751				7.39				2.88				0.35				0.58				7.15
QNB Corp.		$	1,841,563				5.72				2.43				0.09				0.53				5.93
Somerset Trust Holding Company		$	2,354,620				6.79				3.75				0.61				0.93				14.88

Source: S&P Global Market Intelligence.

(1)	Financial data was as of or for the 12 months ending September 30, 2024.

 

9. The disclosure under the heading “The Merger — Opinion of ESSA’s Financial Advisor — Selected Companies Analysis of CNB” is hereby amended by adding the following table below the table titled “Description of Selected Companies” on page 139 of the joint proxy statement/prospectus:

Description of Selected Companies (1)

 

Ticker		Total Assets				Efficiency Ratio (%)				Tangible Common Equity/ Tangible Assets (%)				NIM (%)				NPAs/ Assets (%)				ROAA (%)				ROAE (%)
Farmers National Banc Corp.			5,236,503				59.5				4.98				2.71				0.37				0.91				12.10
Financial Institutions, Inc.			6,156,317				66.5				6.93				2.83				0.65				0.83				11.28
Mid Penn Bancorp, Inc.			5,527,025				65.8				8.13				3.06				0.32				0.90				8.77
Orrstown Financial Services, Inc.			5,470,589				60.6				7.46				3.84				0.49				0.43				4.82
Park National Corporation			9,903,049				62.5				11.05				4.32				0.70				1.39				11.83
Peoples Bancorp Inc.			9,140,471				57.4				8.27				4.32				0.46				1.37				11.77
Peoples Financial Services Corp.			5,360,138				65.5				6.90				2.60				0.41				0.15				1.62
S&T Bancorp, Inc.			9,583,947				55.0				10.85				3.86				0.33				1.42				10.41
Tompkins Financial Corporation			8,006,427				67.9				7.91				2.77				0.78				0.85				10.02
TrustCo Bank Corp NY			6,109,680				60.6				10.94				2.54				0.36				0.78				7.33
Univest Financial Corporation			8,205,737				66.3				8.71				2.85				0.44				0.94				8.70

Source: S&P Global Market Intelligence.

(1)	Financial data was as of or for the 12 months ending September 30, 2024.

10. The disclosure under the heading “The Merger — Opinion of ESSA’s Financial Advisor — Discounted Cash Flow Analysis of ESSA” is hereby amended by deleting that disclosure on page 138 of the joint proxy statement/prospectus and replacing it in its entirety with the following disclosure:

PNC FIG Advisory performed a discounted cash flow analysis to estimate a range for the implied equity value of ESSA common stock based on the present value of implied future dividends over a seven-year period and implied terminal values at the end of such period. In this analysis, PNC FIG Advisory assumed discount rates of 10%, 12% and 14% and calculated terminal values of 10.0x and 13.0x earnings at the end of seven fiscal years ending September 30, 2031, which terminal value multiples were selected based on PNC FIG Advisory’s professional judgment and taking into account the results of the Selected Company Analysis of ESSA described above. PNC FIG Advisory used financial projections and forecasts for ESSA provided to PNC FIG Advisory by the management of ESSA. This analysis indicated an implied present value reference range of ESSA common stock of $11.18 per share to $17.16 per share, which are 6.7x and 10.3x, respectively, of ESSA’s earnings for the 12 months ended September 30, 2024 and 52% and 80%, respectively, of ESSA’s tangible book value as of September 30, 2024.

In assuming discount rates of 10%, 12% and 14% for this discounted cash flow analysis, PNC FIG Advisory employed the Kroll Cost of Capital Navigator in determining an appropriate discount rate. The discount

 

rate for ESSA common stock equals the sum of the risk-free rate, the equity risk premium, the applicable size premium and the industry premium as described below from the Kroll Cost of Capital Navigator. This discount rate calculation for ESSA common stock indicated a calculated discount rate of 11.73%.

 

Risk-free rate			4.59	%
Equity risk premium			5.00	%
Size premium			3.29	%
Industry premium			(1.15	)%

Source: Kroll Cost of Capital Navigator.

11.  The disclosure under the heading “The Merger — Opinion of ESSA’s Financial Advisor — Discounted Cash Flow Analysis of CNB” is hereby amended by deleting that disclosure on page 141 of the joint proxy statement/prospectus and replacing it in its entirety with the following disclosure:

PNC FIG Advisory performed a discounted cash flow analysis to estimate a range for the implied equity value of CNB common stock based on the present value of implied future dividends over a seven-year period and implied terminal values at the end of such period. In this analysis, PNC FIG Advisory assumed discount rates of 8.5%, 10.5% and 12.5% and calculated terminal values of 10.0x and 13.0x earnings at the end of seven years, which terminal value multiples were selected based on PNC FIG Advisory’s professional judgment and taking into account the results of the Selected Company Analysis of CNB described above. PNC FIG Advisory used research analysts’ estimates for CNB in calendar years 2025 and 2026 and long-term growth rate and other assumptions for CNB provided to PNC FIG Advisory by the management of CNB. This analysis indicated an implied present value range of CNB common stock of $20.85 per share to $33.18 per share, which are 8.9x and 14.2x, respectively, of CNB’s earnings per share for the 12 months ended September 30, 2024 and 87% and 138%, respectively, of CNB’s tangible book value per share as of September 30, 2024.

In assuming discount rates of 8.5%, 10.5% and 12.5% for this discounted cash flow analysis, PNC FIG Advisory calculated the sum of the risk-free rate, the equity risk premium, the applicable size premium and the industry premium as described below from the Kroll Cost of Capital Navigator. This discount rate calculation for CNB common stock indicated a calculated discount rate of 10.43%.

 

Risk-free rate			4.59	%
Equity risk premium			5.00	%
Size premium			1.99	%
Industry premium			(1.15	)%

Source: Kroll Cost of Capital Navigator.

12. The disclosure under the heading “The Merger — Opinion of ESSA’s Financial Advisor — Other Disclosures” is hereby supplemented by adding the following paragraphs as the next-to-last paragraphs of this subsection on page 142:

Other than PNC FIG Advisory’s present engagement, PNC did not provide any services to ESSA during the two years ended February 28, 2025. For ESSA Bank, PNC provides fixed income, derivative/hedging services, letters of credit, and a fed funds line, and PNC’s fees received from ESSA Bank for these services were less than $50,000 in the aggregate during the 12 months ended February 28, 2025.

 

PNC provides the following services to CNB Bank: fixed income services, derivative/hedging, foreign exchange, letters of credit, a fed funds line, and an interest bearing DDA, and PNC’s fees received from CNB for these services were less than $300,000 in the aggregate during the 12 months ended February 28, 2025, a substantial portion of which fees related to foreign exchange.

13. The disclosure under the heading “The Merger — Certain Unaudited Prospective Financial Information of CNB” is hereby supplemented by adding the following sentence below the table on page 143:

The future dividend assumption which CNB management provided to Piper Sandler for purposes of its financial analysis was also provided to PNC FIG Advisory for the seven-year period reflected in the discounted cash flow analysis of CNB performed by PNC FIG Advisory.

14. The disclosure under the heading “The Merger — Certain Unaudited Prospective Financial Information of ESSA” is hereby amended by deleting the table on page 145 and replacing it with the following:

 

		Fiscal Year Ending September 30,
		2025E				2026E				2027E				2028E				2029E				2030E				2031E
		(Dollars in thousands)
Net Income		$	17,764			$	18,297			$	18,846			$	19,411			$	19,994			$	20,594			$	21,211
Dividends		$	6,217			$	6,404			$	6,596			$	6,794			$	6,998			$	7,208			$	7,424

Important Additional Information and Where to Find It

In connection with the proposed transaction, CNB filed with the SEC a registration statement on Form S-4 that includes a document that serves as a prospectus of CNB and a joint proxy statement of CNB and ESSA. The definitive joint proxy statement/prospectus was mailed to the shareholders of CNB and ESSA on or about March 7, 2025. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT ON FORM S-4, THE JOINT PROXY STATEMENT/PROSPECTUS INCLUDED WITHIN THE REGISTRATION STATEMENT ON FORM S-4, AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC WHEN THEY BECOME AVAILABLE, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT CNB, ESSA AND THE PROPOSED TRANSACTION. You may obtain a free copy of the registration statement, including the joint proxy statement/prospectus and other relevant documents filed by CNB and ESSA with the SEC, without charge, at the SEC’s website at www.sec.gov. Copies of the documents filed by CNB with the SEC will be available free of charge on CNB’s website at www.cnbbank.com or by directing a request to CNB Financial Corporation, 1 South Second Street, PO Box 42, Clearfield, PA, attention: Treasurer, telephone (814) 765-9621. Copies of the documents filed by ESSA with the SEC will be available free of charge on ESSA’s website at www.essabank.com or by directing a request to ESSA Bancorp, Inc., 200 Palmer Street, Stroudsburg, PA 18360, attention: Stephanie Lefferson, telephone (570) 422-0182.

No Offer

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, and otherwise in accordance with applicable law.

Participants in Solicitation

CNB and ESSA and their respective directors and executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. You can find information about CNB’s executive officers and directors in the joint proxy statement/prospectus. You can find information about ESSA’s executive officers and directors in ESSA’s definitive proxy statement filed with the SEC on January 25, 2024. Additional information regarding the interests of such potential participants is included in the joint proxy statement/prospectus filed with the SEC on March 5, 2025. You may obtain free copies of these documents from CNB or ESSA using the sources indicated above.

Forward Looking Statements

This report contains forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Such forward-looking statements about CNB and ESSA and their industry involve substantial risks and uncertainties. Statements other than statements of current or historical fact, including statements regarding CNB’s or ESSA’s future financial condition, results of operations, business plans, liquidity, cash flows, projected costs, and the impact of any laws or regulations applicable to CNB or ESSA, are forward-looking statements. Words such as “anticipates,” “believes,” “estimates,” “expects,” “forecasts,” “intends,” “plans,” “projects,” “may,” “will,” “should” and other similar expressions are intended to identify these forward-looking statements. Such statements are subject to factors that could cause actual results to differ materially from anticipated results.

Among the risks and uncertainties that could cause actual results to differ from those described in the forward-looking statements include, but are not limited to the following: (i) CNB’s and ESSA’s ability to complete the proposed transaction on the proposed terms or on the anticipated timeline, or at all, including the risk that governmental approvals of the Merger may not be obtained, or adverse regulatory conditions may be imposed in connection with governmental approvals of the Merger and risks and uncertainties related to securing the necessary shareholder approvals and satisfaction of other closing conditions to consummate the proposed transaction; (ii) the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement relating to the proposed transaction; (iii) risks related to diverting the attention of ESSA and CNB management from ongoing business operations; (iv) failure to realize the expected benefits of the proposed transaction; (v) significant transaction costs and/or unknown or inestimable liabilities; (vi) the risk of shareholder litigation in connection with the proposed transaction, including resulting expense or delay; (vii) the risk that ESSA’s business will not be integrated successfully or that such integration may be more difficult, time-consuming or costly than expected; (viii) risks related to future opportunities and plans for the combined company, including the uncertainty of expected future financial performance and results of the combined company following completion of the proposed transaction; (ix) the effect of the announcement of the proposed transaction on the ability of ESSA and CNB to operate their respective businesses and retain and hire key personnel and to maintain favorable business relationships; (x) risks related to the market value of the CNB common stock to be issued in the proposed transaction; (xi) other risks related to the completion of the proposed transaction and actions related thereto; (xii) the dilution caused by CNB’s issuance of additional shares of its capital stock in connection with the proposed transaction; (xiii) national, international, regional and local economic and political climates and conditions; (xiv) changes in general economic conditions, including changes in market interest rates and changes in monetary and fiscal policies of the federal government; and (xv) legislative and regulatory changes. Further information about these and other relevant risks and uncertainties may be found in CNB’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, in ESSA’s Annual Report on Form 10-K for the fiscal year ended September 30, 2024 and in subsequent filings CNB and ESSA make with the SEC.

Forward-looking statements speak only as of the date they are made. CNB and ESSA do not undertake, and specifically disclaim any obligation, to publicly release the result of any revisions which may be made to any forward-looking statements to reflect the occurrence of anticipated or unanticipated events or circumstances after the date of such statements. You are cautioned not to place undue reliance on these forward-looking statements.

 

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: April 9, 2025				By:		/s/ Tito L. Lima
						Tito L. Lima
						Treasurer