UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 2.01. | Completion of Acquisition or Disposition of Assets. |
As previously disclosed, on January 9, 2025, CNB Financial Corporation (the “Company” or “CNB”) and CNB Bank, the Company’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”).
On July 23, 2025, CNB completed its acquisition of ESSA pursuant to the Merger Agreement through the following steps: (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”).
Subject to the terms and conditions of the Merger Agreement, at the effective time of the Merger, each share of ESSA common stock was converted into the right to receive 0.8547 shares of CNB common stock, with cash payable in lieu of any fractional shares.
A copy of CNB’s press release dated July 24, 2025, announcing the completion of the Merger, is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The foregoing description of the Merger 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 attached as Exhibit 2.1 to the Current Report on Form 8-K filed by CNB with the Securities and Exchange Commission on January 10, 2025, and is incorporated by reference herein.
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
As previously disclosed, on July 15, 2025, the Board of Directors of CNB (the “Board”) appointed Gary S. Olson, Robert C. Selig, Jr. and Daniel J. Henning as directors, with such appointments effective as of the effective time of the Merger.
Mr. Olson will be employed at CNB Bank as Special Advisor to the Chief Executive Officer with a term ending on August 7, 2025 (the “termination date”). Mr. Olson will continue to receive his annual base salary of $601,874 until the termination date and will receive continued benefits for a period of twenty-four months following the termination date, including group medical, dental and vision coverage. In connection with his service as a director, Mr. Olson will also be granted restricted shares of CNB’s common stock, with a grant date fair value of approximately $35,000, subject to the terms and conditions (including vesting and forfeiture) of the Company’s 2025 Omnibus Incentive Plan and a restricted share award agreement.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits |
| Exhibit Number |
Description | |
| 2.1 | Agreement and Plan of Merger, dated January 9, 2025, by and among CNB Financial Corporation, CNB Bank, ESSA Bancorp, Inc. and ESSA Bank & Trust (incorporated by reference to Exhibit 2.1 to CNB Financial Corporation’s Current Report on Form 8-K filed on January 9, 2025)* | |
| 99.1 | Press Release of CNB Financial Corporation, dated July 24, 2025, announcing completion of the Merger | |
| 104 | Cover Page Interactive Data File (embedded in the cover page formatted in Inline XBRL) | |
| * | Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. CNB Financial Corporation agrees to furnish supplementally to the SEC a copy of any omitted schedule or exhibit upon request by the SEC. |
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 thereunto duly authorized.
| CNB FINANCIAL CORPORATION | ||||||
| July 24, 2025 | ||||||
| By: | /s/ Tito L. Lima | |||||
| Tito L. Lima Treasurer | ||||||