# CNB FINANCIAL CORP/PA (CCNE) Informational only - not investment advice. CIK: 0000736772 SIC: 6022 State Commercial Banks SIC breadcrumb: [Finance, Insurance, And Real Estate](/division/H/) > [Depository Institutions](/major-group/60/) > [SIC 6022 State Commercial Banks](/industry/6022/) Latest 10-K filed: 2026-03-11 SEC page: https://www.sec.gov/edgar/browse/?CIK=736772 Filing source: https://www.sec.gov/Archives/edgar/data/736772/000073677226000031/ccne-20251231.htm ## Selected Fundamentals | Metric | Value | Unit | FY | Filed | | --- | ---: | --- | ---: | --- | | Revenue | 392345000 | USD | 2025 | 2026-03-11 | | Net income | 66131000 | USD | 2025 | 2026-03-11 | | Assets | 8396435000 | USD | 2025 | 2026-03-11 | ## Financials Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-03-11. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0000736772.json. Derived margins, ratios, and free cash flow are computed from the extracted annual SEC facts. | Metric | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 | | --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | | Revenue | 94,315,000 | 108,874,000 | 131,870,000 | 155,728,000 | 167,167,000 | 179,600,000 | 213,738,000 | 293,696,000 | 325,470,000 | 392,345,000 | | Net income | 20,540,000 | 23,860,000 | 33,719,000 | 40,081,000 | 32,743,000 | 57,707,000 | 63,188,000 | 58,020,000 | 54,575,000 | 66,131,000 | | Diluted EPS | 1.42 | 1.57 | 2.21 | 2.63 | 1.97 | 3.16 | 3.26 | 2.55 | 2.39 | 2.49 | | Operating cash flow | 26,764,000 | 30,763,000 | 44,855,000 | 52,042,000 | 28,758,000 | 58,920,000 | 64,053,000 | 47,023,000 | 71,512,000 | 64,983,000 | | Capital expenditures | 10,125,000 | 5,215,000 | 3,068,000 | 9,045,000 | 5,644,000 | 6,484,000 | 12,290,000 | 10,847,000 | 16,284,000 | 6,332,000 | | Dividends paid | | | 10,237,000 | 10,358,000 | 10,981,000 | 11,550,000 | 12,557,000 | 14,694,000 | 14,912,000 | 18,190,000 | | Assets | 2,573,821,000 | 2,768,773,000 | 3,221,521,000 | 3,763,659,000 | 4,729,399,000 | 5,328,939,000 | 5,475,179,000 | 5,752,957,000 | 6,192,010,000 | 8,396,435,000 | | Liabilities | 2,362,037,000 | 2,524,863,000 | 2,958,691,000 | 3,458,693,000 | 4,313,262,000 | 4,886,092,000 | 4,944,417,000 | 5,181,710,000 | 5,581,315,000 | 7,524,308,000 | | Stockholders' equity | 211,784,000 | 243,910,000 | 262,830,000 | 304,966,000 | 416,137,000 | 442,847,000 | 530,762,000 | 571,247,000 | 610,695,000 | 872,127,000 | | Cash and cash equivalents | 29,183,000 | 35,345,000 | 45,563,000 | 192,974,000 | 532,694,000 | 732,198,000 | 106,285,000 | 222,046,000 | 443,035,000 | 527,896,000 | | Free cash flow | 16,639,000 | 25,548,000 | 41,787,000 | 42,997,000 | 23,114,000 | 52,436,000 | 51,763,000 | 36,176,000 | 55,228,000 | 58,651,000 | ### Ratios ROE and ROA use period-end equity/assets. Liabilities / equity uses total liabilities divided by stockholders' equity. Current ratio uses current assets divided by current liabilities when both are reported. | Metric | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 | | --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | | Net margin | 21.78% | 21.92% | 25.57% | 25.74% | 19.59% | 32.13% | 29.56% | 19.76% | 16.77% | 16.86% | | Return on equity | 9.70% | 9.78% | 12.83% | 13.14% | 7.87% | 13.03% | 11.91% | 10.16% | 8.94% | 7.58% | | Return on assets | 0.80% | 0.86% | 1.05% | 1.06% | 0.69% | 1.08% | 1.15% | 1.01% | 0.88% | 0.79% | | Liabilities / equity | 11.15 | 10.35 | 11.26 | 11.34 | 10.37 | 11.03 | 9.32 | 9.07 | 9.14 | 8.63 | ## Quarterly Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-05-06. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0000736772.json. Flow metrics use discrete quarter-length periods from 10-Q/10-Q/A filings. Q4 revenue and net income are derived only when annual FY and nine-month YTD facts exist for the same fiscal year; derived Q4 values are labeled. EPS Q4 is not derived. | Quarter | End date | Revenue | Net income | Diluted EPS | Method | | --- | --- | ---: | ---: | ---: | --- | | 2022-Q2 | 2022-06-30 | | | 0.85 | reported discrete quarter | | 2022-Q3 | 2022-09-30 | | | 0.90 | reported discrete quarter | | 2023-Q1 | 2023-03-31 | | | 0.73 | reported discrete quarter | | 2023-Q2 | 2023-06-30 | 72,332,000 | 13,827,000 | 0.61 | reported discrete quarter | | 2023-Q3 | 2023-09-30 | 75,516,000 | 13,727,000 | 0.60 | reported discrete quarter | | 2023-Q4 | 2023-12-31 | 79,208,000 | 13,977,000 | | derived Q4 = FY annual - nine-month YTD | | 2024-Q1 | 2024-03-31 | 77,905,000 | 12,600,000 | 0.55 | reported discrete quarter | | 2024-Q2 | 2024-06-30 | 80,652,000 | 12,957,000 | 0.56 | reported discrete quarter | | 2024-Q3 | 2024-09-30 | 83,235,000 | 13,954,000 | 0.61 | reported discrete quarter | | 2024-Q4 | 2024-12-31 | 83,678,000 | 15,064,000 | | derived Q4 = FY annual - nine-month YTD | | 2025-Q1 | 2025-03-31 | 82,379,000 | 11,481,000 | 0.50 | reported discrete quarter | | 2025-Q2 | 2025-06-30 | 85,771,000 | 13,956,000 | 0.61 | reported discrete quarter | | 2025-Q3 | 2025-09-30 | 108,645,000 | 7,045,000 | 0.22 | reported discrete quarter | | 2025-Q4 | 2025-12-31 | 115,550,000 | 33,649,000 | | derived Q4 = FY annual - nine-month YTD | | 2026-Q1 | 2026-03-31 | 112,038,000 | 27,036,000 | 0.88 | reported discrete quarter | ## Macro Cross-References - [CPIAUCSL](/indicator/CPIAUCSL/): Consumer Price Index for All Urban Consumers: All Items in U.S. City Average - [UNRATE](/indicator/UNRATE/): Unemployment Rate - [FEDFUNDS](/indicator/FEDFUNDS/): Federal Funds Effective Rate - [CES0500000003](/indicator/CES0500000003/): Average Hourly Earnings of All Employees, Total Private - [DFEDTARU](/indicator/DFEDTARU/): Federal Funds Target Range - Upper Limit - [DFEDTARL](/indicator/DFEDTARL/): Federal Funds Target Range - Lower Limit - [DGS3MO](/indicator/DGS3MO/): Market Yield on U.S. Treasury Securities at 3-Month Constant Maturity - [DGS2](/indicator/DGS2/): Market Yield on U.S. Treasury Securities at 2-Year Constant Maturity - [DGS10](/indicator/DGS10/): Market Yield on U.S. Treasury Securities at 10-Year Constant Maturity - [DGS30](/indicator/DGS30/): Market Yield on U.S. Treasury Securities at 30-Year Constant Maturity - [T10Y2Y](/indicator/T10Y2Y/): 10-Year Treasury Constant Maturity Minus 2-Year Treasury Constant Maturity - [CPILFESL](/indicator/CPILFESL/): Consumer Price Index for All Urban Consumers: All Items Less Food and Energy - [CPIUFDSL](/indicator/CPIUFDSL/): Consumer Price Index for All Urban Consumers: Food - [CPIENGSL](/indicator/CPIENGSL/): Consumer Price Index for All Urban Consumers: Energy - [CUSR0000SAH1](/indicator/CUSR0000SAH1/): Consumer Price Index for All Urban Consumers: Shelter - [PCEPI](/indicator/PCEPI/): Personal Consumption Expenditures: Chain-type Price Index - [PCEPILFE](/indicator/PCEPILFE/): Personal Consumption Expenditures Excluding Food and Energy: Chain-type Price Index - [PPIACO](/indicator/PPIACO/): Producer Price Index by Commodity: All Commodities - [T10YIE](/indicator/T10YIE/): 10-Year Breakeven Inflation Rate - [U6RATE](/indicator/U6RATE/): Total Unemployed, Plus All Marginally Attached Workers Plus Total Employed Part Time for Economic Reasons - [PAYEMS](/indicator/PAYEMS/): All Employees, Total Nonfarm - [CIVPART](/indicator/CIVPART/): Labor Force Participation Rate - [EMRATIO](/indicator/EMRATIO/): Employment-Population Ratio - [UNEMPLOY](/indicator/UNEMPLOY/): Unemployed - [CE16OV](/indicator/CE16OV/): Employment Level - [ICSA](/indicator/ICSA/): Initial Claims - [JTSJOL](/indicator/JTSJOL/): Job Openings: Total Nonfarm - [JTSQUR](/indicator/JTSQUR/): Quits: Total Nonfarm - [GDPC1](/indicator/GDPC1/): Real Gross Domestic Product - [A191RL1Q225SBEA](/indicator/A191RL1Q225SBEA/): Real Gross Domestic Product: Percent Change from Preceding Period - [INDPRO](/indicator/INDPRO/): Industrial Production: Total Index - [TCU](/indicator/TCU/): Capacity Utilization: Total Index - [HOUST](/indicator/HOUST/): New Privately-Owned Housing Units Started: Total Units - [PERMIT](/indicator/PERMIT/): New Privately-Owned Housing Units Authorized in Permit-Issuing Places: Total Units - [RSAFS](/indicator/RSAFS/): Advance Retail Sales: Retail Trade - [PCE](/indicator/PCE/): Personal Consumption Expenditures - [DSPIC96](/indicator/DSPIC96/): Real Disposable Personal Income - [PSAVERT](/indicator/PSAVERT/): Personal Saving Rate - [M2SL](/indicator/M2SL/): M2 - [BOPGSTB](/indicator/BOPGSTB/): U.S. International Trade in Goods and Services: Balance - [MSPUS](/indicator/MSPUS/): Median Sales Price of Houses Sold for the United States - [HSN1F](/indicator/HSN1F/): New One Family Houses Sold: United States - [RHORUSQ156N](/indicator/RHORUSQ156N/): Homeownership Rate in the United States - [TTLCONS](/indicator/TTLCONS/): Total Construction Spending: Total Construction in the United States - [RRVRUSQ156N](/indicator/RRVRUSQ156N/): Rental Vacancy Rate in the United States - [TOTALSL](/indicator/TOTALSL/): Total Consumer Credit Owned and Securitized - [REVOLSL](/indicator/REVOLSL/): Revolving Consumer Credit Owned and Securitized - [DRCCLACBS](/indicator/DRCCLACBS/): Delinquency Rate on Credit Card Loans, All Commercial Banks - [GDP](/indicator/GDP/): Gross Domestic Product - [GPDI](/indicator/GPDI/): Gross Private Domestic Investment - [GCE](/indicator/GCE/): Government Consumption Expenditures and Gross Investment - [PCEC](/indicator/PCEC/): Personal Consumption Expenditures - [NETEXP](/indicator/NETEXP/): Net Exports of Goods and Services - [GFDEBTN](/indicator/GFDEBTN/): Federal Debt: Total Public Debt - [GFDEGDQ188S](/indicator/GFDEGDQ188S/): Federal Debt: Total Public Debt as Percent of Gross Domestic Product - [FYFSD](/indicator/FYFSD/): Federal Surplus or Deficit - [FGRECPT](/indicator/FGRECPT/): Federal Government Current Receipts - [FGEXPND](/indicator/FGEXPND/): Federal Government: Current Expenditures - [MANEMP](/indicator/MANEMP/): All Employees, Manufacturing - [USCONS](/indicator/USCONS/): All Employees, Construction - [USTRADE](/indicator/USTRADE/): All Employees, Retail Trade - [USFIRE](/indicator/USFIRE/): All Employees, Financial Activities - [USGOVT](/indicator/USGOVT/): All Employees, Government - [AWHAETP](/indicator/AWHAETP/): Average Weekly Hours of All Employees, Total Private - [DGORDER](/indicator/DGORDER/): Manufacturers' New Orders: Durable Goods - [NEWORDER](/indicator/NEWORDER/): Manufacturers' New Orders: Nondefense Capital Goods Excluding Aircraft - [BUSINV](/indicator/BUSINV/): Total Business Inventories - [EXPGS](/indicator/EXPGS/): Exports of Goods and Services - [IMPGS](/indicator/IMPGS/): Imports of Goods and Services - [IR](/indicator/IR/): Import Price Index (End Use): All Commodities - [PPIFIS](/indicator/PPIFIS/): Producer Price Index by Commodity: Final Demand ## Latest quarter (10-Q) Latest 10-Q source: https://www.sec.gov/Archives/edgar/data/736772/000073677226000053/ccne-20260331.htm Extracted structurally from real Item 2 body heading to real Item 3/4 boundary. Confidence: high Filing date: 2026-05-06 Report date: 2026-03-31 ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS GENERAL OVERVIEW The following discussion and analysis of the condensed consolidated financial statements of the Corporation is presented to provide insight into management's assessment of financial results. The terms "we", "us" and "our" refer to CNB Financial Corporation and its subsidiaries. The financial condition and results of operations of the Corporation and its consolidated subsidiaries are not necessarily indicative of future performance. The Corporation is a financial holding company registered under the BHC Act. It was incorporated under the laws of the Commonwealth of Pennsylvania in 1983 for the purpose of engaging in the business of a financial holding company. The Corporation's subsidiary, the Bank, provides financial services to individuals and businesses. The CNB Bank franchise's primary market areas are the Pennsylvania counties of Blair, Cambria, Centre, Clearfield, Elk, Indiana, Jefferson, and McKean. ERIEBANK, a division of the Bank, operates in the Pennsylvania counties of Crawford, Erie, and Warren and in the Ohio counties of Ashtabula, Cuyahoga, Geauga, Lake, and Lorain. FCBank, a division of the Bank, operates in the Ohio counties of Crawford, Delaware, Franklin, Knox, Marion, Morrow, and Richland. BankOnBuffalo, a division of the Bank, operates in the New York counties of Erie, Niagara, and Ontario. Ridge View Bank, a division of the Bank, operates in the Virginia counties of Botetourt, Craig, Franklin, New River Valley, and Roanoke. ESSA Bank, a division of the Bank, operates in the Pennsylvania counties of Delaware, Chester, Lackawanna, Lehigh, Luzerne, Monroe, and Northampton. Impressia Bank, a division of the Bank, operates in the Bank's primary market areas. Although the Corporation's strategies, through the Bank, are executed based on the divisions discussed above, the Bank is a single Pennsylvania-chartered bank whereby all divisions of the Bank conduct their business on a doing business as basis. Effective February 12, 2026, the Bank became a member bank of the Federal Reserve System, and its primary federal regulator is now the Federal Reserve Board, instead of the Federal Deposit Insurance Corporation. In addition to the Bank, the Corporation has four other subsidiaries. CNB Securities Corporation is incorporated in Delaware and currently maintains investments in debt and equity securities. CNB Insurance Agency, incorporated in Pennsylvania, provides for the sale of nonproprietary annuities and other insurance products. CNB Risk Management, Inc., incorporated in Delaware, is a captive insurance company that insures against certain risks unique to the operations of the Corporation and its subsidiaries and for which insurance may not be currently available or economically feasible in today's insurance marketplace. Holiday Financial Services Corporation, incorporated in Pennsylvania, offers small balance unsecured loans and secured loans, primarily collateralized by automobiles and equipment, to borrowers with higher risk characteristics. The following discussion should be read in conjunction with the Corporation's consolidated financial statements and notes thereto for the year ended December 31, 2025, included the 2025 Form 10-K, and in conjunction with the condensed consolidated financial statements and notes thereto included in Item 1 of this report. Operating results for the three months ended March 31, 2026 are not necessarily indicative of the results for the full year ending December 31, 2026, or any future period. RECENT EVENTS On July 23, 2025, the Corporation completed its acquisition of ESSA Bancorp, Inc. (“ESSA”), which added total assets, net of estimated purchase accounting fair value adjustments, of $2.1 billion, comprised primarily of $1.7 billion in loans. The acquisition also added $1.5 billion in deposits to CNB Bank's funding base as the transaction added 20 offices to CNB Bank’s branch network and extended its operating footprint into the Northeastern Pennsylvania Region including the Lehigh Valley of Pennsylvania. 49 Table of Contents NON-GAAP FINANCIAL INFORMATION This report contains references to financial measures that are not defined in GAAP. Management uses non-GAAP financial information in its analysis of the Corporation's performance. Management believes that these non-GAAP measures provide a greater understanding of ongoing operations, enhance comparability of results of operations with prior periods and show the effects of significant gains and charges in the periods presented. The Corporation's management believes that investors may use these non-GAAP measures to analyze the Corporation's financial performance without the impact of unusual items or events that may obscure trends in the Corporation's underlying performance. This non-GAAP data should be considered in addition to results prepared in accordance with GAAP, and is not a substitute for, or superior to, GAAP results. Limitations associated with non-GAAP financial measures include the risks that persons might disagree as to the appropriateness of items included in these measures and that different companies might calculate these measures differently. Non-GAAP measures reflected within the discussion below include: •Merger transaction related expenses, net of tax; •Income available to common (excluding merger transaction related expenses); •Tangible book value per common share; •Tangible common equity; •Tangible common equity/tangible assets; •Efficiency ratio (fully tax-equivalent basis) and efficiency ratio (fully tax-equivalent basis and excluding merger and integration costs); •Net interest margin (fully tax-equivalent basis) and net interest margin, excluding purchase accounting loan accretion (fully tax-equivalent basis); •Basic and diluted earnings per share (excluding merger transaction related expenses); •Return on average equity (excluding merger transaction related expenses); and •Return on average tangible common equity and return on average tangible common equity (excluding merger transaction related expenses). A reconciliation of these non-GAAP financial measures is provided below in the "Non-GAAP Financial Measures" section. PRIMARY FACTORS USED TO EVALUATE PERFORMANCE Management considers return on average assets, return on average equity, return on average tangible common equity, earnings per common share, tangible book value per common share, asset quality, net interest margin, and other metrics as key measures of the financial performance of the Corporation. The interest rate environment will continue to play an important role in the future earnings of the Corporation. To address the challenging interest rate and competitive environments, the Corporation continues to evaluate, develop and implement strategies necessary to support its ongoing financial performance objectives and future growth goals. Additionally, management frequently evaluates the potential impact of economic and geopolitical events that may have an impact on the credit risk profile of its customers and develops proactive strategies to mitigate such potential impacts on the Corporation's loan portfolio. CASH AND CASH EQUIVALENTS Cash and cash equivalents totaled $602.5 million at March 31, 2026, including additional excess liquidity of $517.7 million held at the Federal Reserve, compared to $527.9 million at December 31, 2025. These excess funds, when combined with collective contingent liquidity resources of $6.2 billion including (i) available borrowing capacity from the FHLB and the Federal Reserve, and (ii) available unused commitments from brokered deposit sources and other third-party funding channels, including previously established lines of credit from correspondent banks, result in the total available liquidity sources for the Corporation to be approximately 5.3 times the estimated amount of adjusted uninsured deposit balances. Management believes the liquidity needs of the Corporation are satisfied primarily by the current balance of cash and cash equivalents, customer and brokered deposits, FHLB financing, the portions of the securities and loan portfolios that mature within one year, and other third-party funding channels. The Corporation expects that these sources of funds will enable it to meet cash obligations and off-balance sheet commitments as they come due. In addition to the above noted liquidity sources, the Corporation maintains access to the Federal Reserve discount window. 50 Table of Contents SECURITIES AFS debt securities and equity securities combined totaled $706.4 million and $595.2 million at March 31, 2026 and December 31, 2025, respectively. At March 31, 2026, the total balance of investments classified as HTM debt securities was $225.2 million compared to $242.1 million at December 31, 2025. The Corporation's objective is to maintain the investment securities portfolio at an appropriate level to balance the earnings and liquidity provided by the portfolio. Note 4, "Securities," to the condensed consolidated financial statements provides more detail concerning the composition of the Corporation's securities portfolio and the process for evaluating securities for impairment. The following table summarizes the maturity distribution schedule with corresponding weighted-average yields of AFS debt securities as of March 31, 2026. Weighted-average yields have been computed on a fully taxable-equivalent basis using a tax rate of 21%. Mortgage-backed securities are included in maturity categories based on their stated maturity date. March 31, 2026 Within One Year After One But Within Five Years After Five But Within Ten Years After Ten Years Total $ Amt. Yield $ Amt. Yield $ Amt. Yield $ Amt. Yield $ Amt. Yield U.S. Government Sponsored Entities $ 2,132  3.55  % $ 14,403  3.60  % $ 81,324  4.18  % $ —  —  % $ 97,859  4.08  % State and Political Subdivisions 4,269  3.19  47,745  2.09  22,937  2.55  11,445  2.33  86,396  2.30  Residential and multi-family mortgage 37  1.93  7,049  2.15  14,608  1.75  442,342  3.78  464,036  3.69  Corporate notes and bonds 991  4.43  16,050  6.79  23,332  5.01  —  —  40,373  5.70  Pooled SBA —  —  1,085  3.90  4,812  2.27  971  2.07  6,868  2.50  Total $ 7,429  3.45  % $ 86,332  3.24  % $ 147,013  3.75  % $ 454,758  3.74  % $ 695,532  3.68  % The following table summarizes the maturity distribution schedule with corresponding weighted-average yields of HTM debt securities as of March 31, 2026: March 31, 2026 Within One Year After One But Within Five Years After Five But Within Ten Years After Ten Years Total $ Amt. Yield $ Amt. Yield $ Amt. Yield $ Amt. Yield $ Amt. Yield U.S. Government Sponsored Entities $ 82,771  1.58  % $ 70,870  1.67  % $ 8,980  2.27  % $ —  —  % $ 162,621  1.66  % Residential and multi-family mortgage 46  2.76  58  3.25  3,313  2.87  59,155  2.57  62,572  2.59  Total $ 82,817  1.58  % $ 70,928  1.67  % $ 12,293  2.43  % $ 59,155  2.57  % $ 225,193  1.92  % The following table summarizes the weighted average modified duration of AFS securities as of March 31, 2026: Weighted Average Modified Duration (in Years) U.S. Government Sponsored Entities 5.43  State and Political Subdivisions 4.37  Residential and multi-family mortgage 4.56  Corporate notes and bonds 4.12  Pooled SBA 2.33  Total 4.61  51 Table of Contents The following table summarizes the weighted average modified duration of securities HTM as of March 31, 2026: Weighted Average Modified Duration (in Years) U.S. Government Sponsored Entities 1.67  Residential and multi-family mortgage 4.81  Total 2.54  The portfolio contains no holdings of a single issuer that exceeds 10% of shareholders' equity [Excerpt truncated for page length; source filing is linked above.] ## Latest 10-K MD&A Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Confidence: high ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS This Management’s Discussion and Analysis of Financial Condition and Results of Operations is presented to provide insight into management’s assessment of financial results and should be read in conjunction with the following parts of this Annual Report on Form 10-K: Part I, Item 1 "Business," Part II, Item 7A, "Quantitative and Qualitative Disclosures About Market Risk," and Part II, Item 8 "Financial Statements and Supplementary Data." This section of this Annual Report on Form 10-K generally discusses 2025 and 2024 items and year-to-year comparisons between 2025 and 2024. Discussions of 2023 items and year-to-year comparisons between 2024 and 2023 that are not included in this Form 10-K can be found in "Management’s Discussion and Analysis of Financial Condition and Results of Operations" in Part II, Item 7 of the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2024. 26 Table of Contents Dollar amounts in tables are stated in thousands, except for per share amounts. Forward-Looking Statements and Factors that Could Affect Future Results The information below includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, with respect to CNB’s financial condition, liquidity, results of operations, future performance and business. These forward-looking statements are intended to be covered by the safe harbor for "forward-looking statements" provided by the Private Securities Litigation Reform Act of 1995. Forward-looking statements are those that are not historical facts. Forward-looking statements include statements with respect to beliefs, plans, objectives, goals, expectations, anticipations, estimates and intentions that are subject to significant risks and uncertainties and are subject to change based on various factors (some of which are beyond CNB’s control). Forward-looking statements often include the words "believes," "expects," "anticipates," "estimates," "forecasts," "intends," "plans," "targets," "potentially," "probably," "projects," "outlook" or similar expressions or future conditional verbs such as "may," "will," "should," "would" and "could." CNB’s actual results may differ materially from those contemplated by the forward-looking statements, which are neither statements of historical fact nor guarantees or assurances of future performance. Such known and unknown risks, uncertainties and other factors that could cause the actual results to differ materially from the statements, include, but are not limited to, (i) adverse changes or conditions in capital and financial markets, including actual or potential stresses in the banking industry; (ii) changes in interest rates; (iii) the credit risks of lending activities, including our ability to estimate credit losses and the allowance for credit losses, as well as the effects of changes in the level of, and trends in, loan delinquencies and write-offs; (iv) effectiveness of our data security controls in the face of cyber attacks and any reputational risks following a cybersecurity incident; (v) changes in general business, industry or economic conditions or competition; (vi) changes in any applicable law, rule, regulation, policy, guideline or practice governing or affecting financial holding companies and their subsidiaries or with respect to tax or accounting principles or otherwise; (vii) adverse economic effects from international trade disputes, including threatened or implemented tariffs imposed by the U.S. and threatened or implemented tariffs imposed by foreign countries in retaliation, or similar events impacting economic activity; (viii) higher than expected costs or other difficulties related to integration of combined or merged businesses; (ix) the effects of business combinations and other acquisition transactions, including the inability to realize our l and investment portfolios; (x) changes in the quality or composition of our loan and investment portfolios; (xi) adequacy of loan loss reserves; (xii) increased competition; (xiii) loss of certain key officers; (xiv) deposit attrition; (xv) rapidly changing technology; (xvi) unanticipated regulatory or judicial proceedings and liabilities and other costs; (xvii) changes in the cost of funds, demand for loan products or demand for financial services; and (xviii) other economic, competitive, governmental or technological factors affecting our operations, markets, products, services and prices. Such developments could have an adverse impact on CNB's financial position and results of operations. The forward-looking statements contained herein are based upon management’s beliefs and assumptions. Any forward-looking statement made herein speaks only as of the date on which it is made. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. CNB undertakes no obligation to publicly update or revise any forward-looking statements included in this Annual Report on Form 10-K, whether as a result of new information, future events or otherwise, except to the extent required by law. In light of these risks, uncertainties and assumptions, the forward-looking events discussed might not occur and you should not put undue reliance on any forward-looking statements. 27 Table of Contents Overview The Corporation is a financial holding company registered under the BHC Act. It was incorporated under the laws of the Commonwealth of Pennsylvania in 1983 for the purpose of engaging in the business of a financial holding company. The Corporation’s subsidiary, the Bank, provides financial services to individuals and businesses. The CNB Bank franchise's primary market areas are the Pennsylvania counties of Blair, Cambria, Centre, Clearfield, Elk, Indiana, Jefferson, and McKean. ERIEBANK, a division of the Bank, operates in the Pennsylvania counties of Crawford, Erie, and Warren and in the Ohio counties of Ashtabula, Cuyahoga, Geauga, Lake, and Lorain. FCBank, a division of the Bank, operates in the Ohio counties of Crawford, Delaware, Franklin, Knox, Marion, Morrow, and Richland. BankOnBuffalo, a division of the Bank, operates in the New York counties of Erie, Niagara, and Ontario. Ridge View Bank, a division of the Bank, operates in the Virginia counties of Botetourt, Craig, Franklin, New River Valley, and Roanoke. ESSA Bank, a division of the Bank, operates in the Pennsylvania counties of Delaware, Chester, Lackawanna, Lehigh, Luzerne, Monroe, and Northampton. Impressia Bank, a division of the Bank, operates in the Bank’s primary market areas. Although the Corporation’s strategies, through the Bank, are executed based on the divisions discussed above, the Bank is a single Pennsylvania-chartered bank whereby all divisions of the Bank conduct their business on a doing business as basis. In addition to the Bank, the Corporation has four other subsidiaries. CNB Securities Corporation is incorporated in Delaware and currently maintains investments in debt and equity securities. CNB Insurance Agency, incorporated in Pennsylvania, provides for the sale of nonproprietary annuities and other insurance products. CNB Risk Management, Inc., incorporated in Delaware, is a captive insurance company that insures against certain risks unique to the operations of the Corporation and its subsidiaries and for which insurance may not be currently available or economically feasible in today's insurance marketplace. Holiday, incorporated in Pennsylvania, offers small balance unsecured loans and secured loans, primarily collateralized by automobiles and equipment, to borrowers with higher risk characteristics. Merger with ESSA Bancorp, Inc. On July 23, 2025, the Corporation completed its previously announced acquisition of ESSA and its subsidiary bank, ESSA Bank, pursuant to the Merger Agreement. The Corporation’s acquisition of ESSA was an all-stock transaction. Under the terms of the Merger Agreement, ESSA merged with and into the Corporation, with the Corporation as the surviving entity, and immediately thereafter, ESSA Bank merged with and into the Bank, with the Bank as the surviving bank. Banking offices of ESSA Bank operate under the trade name ESSA Bank, a division of CNB Bank. Pursuant to the Merger Agreement, each outstanding share of ESSA common stock was converted into the right to receive 0.8547 shares of the Corporation’s common stock. The total consideration paid to ESSA shareholders was approximately $202.6 million, comprised of approximately 8,359,430 shares of the Corporation's common stock, valued at approximately $202.5 million based on the July 23, 2025 closing price of $24.23 per share of the Corporation's common stock, and $21 thousand in cash in lieu of fractional shares. Non-GAAP Financial Information This report contains references to financial measures that are not defined in GAAP. Management uses non-GAAP financial information in its analysis of the Corporation’s performance. Management believes that these non-GAAP measures provide a greater understanding of ongoing operations, enhance comparability of results of operations with prior periods and show the effects of significant gains and charges in the periods presented. The Corporation’s management believes that investors may use these non-GAAP measures to analyze the Corporation’s financial performance without the impact of unusual items or events that may obscure trends in the Corporation’s underlying performance. This non-GAAP data should be considered in addition to results prepared in accordance with GAAP, and is not a substitute for, or superior to, GAAP results. Limitations associated with non-GAAP financial measures include the risks that persons might disagree as to the appropriateness of items included in these measures and that different companies might calculate these measures differently. Non-GAAP measures reflected within the discussion below also include adjusted calculations to exclude after-tax merger and integration costs ("merger transaction related expenses") related to the Corporation’s acquisition of ESSA. Non-GAAP measures reflected within the discussion below include: •Tangible book value per common share; •Tangible common equity/tangible assets; •Adjusted net income available to common shareholders; 28 Table of Contents •Adjusted earnings per share; •Merger transaction related expenses, net of tax; •Net interest margin (fully tax equivalent basis) and Net interest margin excluding purchase accounting loan accretion (fully tax equivalent basis); •Efficiency ratio (fully tax equivalent basis) and Adjusted efficiency ratio (fully tax equivalent basis); •Pre-provision net revenue ("PPNR") and Adjusted PPNR; and •Return on average tangible common equity and Adjusted return on average tangible common equity. A reconciliation of these non-GAAP financial measures is provided below in the "Non-GAAP Financial Measures" section. Primary Factors Used To Evaluate Performance Management considers return on average assets, return on average equity, return on average tangible common equity, earnings per common share, tangible book value per common share, asset quality, net interest margin, and other metrics as key measures of the financial performance of the Corporation. The interest rate environment will continue to play an important role in the future earnings of the Corporation. To address the challenging interest rate and competitive environments, the Corporation continues to evaluate, develop and implement strategies necessary to support its ongoing financial performance objectives and future growth goals. Additionally, management frequently evaluates the potential impact of economic and geopolitical events that may have an impact on the credit risk profile of its customers and develops proactive strategies to mitigate such potential impacts on the Corporation’s loan portfolio. Financial Condition The following table presents ending balances, growth, and the percentage change of certain measures of our financial condition for specified years (dollars in millions): 2025 Balance 2024 Balance $ Change vs. prior year % Change vs. prior year Total assets $ 8,396.4  $ 6,192.0  $ 2,204.4  35.6  % Total loans, net of allowance for credit losses 6,426.7  4,561.6  1,865.1  40.9  Total securities 837.3  785.1  52.2  6.7  Total deposits 7,027.1  5,371.4  1,655.7  30.8  Total shareholders’ equity 872.1  610.7  261.4  42.8  Cash and Cash Equivalents Cash and cash equivalents totaled $527.9 million at December 31, 2025, including $441.5 million held at the Federal Reserve, compared to $443.0 million at December 31, 2024. These excess funds, when combined with collective contingent liquidity resources of $6.7 billion including (i) available borrowing capacity from the FHLB and the Federal Reserve, and (ii) available unused commitments from brokered deposit sources and other third-party funding channels, including previously established lines of credit from correspondent banks, result in total available liquidity sources for the Corporation as of December 31, 2025 to be approximately 5.4 times the estimated amount of adjusted uninsured deposit balances. Management believes the liquidity needs of the Corporation are satisfied primarily by the current balance of cash and cash equivalents, customer and brokered deposits, FHLB financing, the portions of the securities and loan portfolios that mature within one year, and other third-party funding channels. The Corporation expects that these sources of funds will enable it to meet cash obligations and off-balance sheet commitments as they come due. In addition to the above noted liquidity sources, the Corporation maintains access to the Federal Reserve discount window. Securities AFS debt securities and equity securities totaled $595.2 million and $479.0 million at December 31, 2025 and 2024, respectively. Investments classified as held-to-maturity ("HTM") securities totaled $242.1 million and $306.1 million at December 31, 2025 and 2024, respectively. 29 Table of Contents The Corporation’s objective is to maintain the investment securities portfolio at an appropriate level to balance the earnings and liquidity provided by the portfolio. Note 3, "Securities," to the consolidated financial statements provides more detail concerning the composition of the Corporation’s securities portfolio and the process for evaluating securities for impairment. The following table summarizes the maturity distribution schedule with corresponding weighted-average yields of AFS debt securities as of December 31, 2025. Weighted-average yields have been computed on a fully taxable-equivalent basis using a tax rate of 21%. Mortgage-backed securities are included in maturity categories based on their stated maturity date. December 31, 2025 Within One Year After One But Within Five Years After Five But Within Ten Years After Ten Years Total $ Amt. Yield $ Amt. Yield $ Amt. Yield $ Amt. Yield $ Amt. Yield U.S. Government Sponsored Entities $ —  —  $ 9,408  3.59  % $ 103,687  4.14  % $ —  —  % $ 113,095  4.09  % State and Political Subdivisions 4,897  3.19  47,396  2.09  23,975  2.50  11,580  2.33  87,848  2.29  Residential and multi-family mortgage 8  1.92  3,513  2.81  18,279  1.70  306,447  3.40  328,247  3.30  Corporate notes and bonds —  —  20,001  6.23  27,939  4.88  —  —  47,940  5.44  Pooled SBA —  —  1,053  3.88  5,148  2.31  999  2.11  7,200  2.51  Total $ 4,905  3.19  % $ 81,371  3.34  % $ 179,028  3.73  % $ 319,026  3.36  % $ 584,330  3.47  % The following table summarizes the maturity distribution schedule with corresponding weighted-average yields of HTM debt securities as of December 31, 2025. December 31, 2025 Within One Year After One But Within Five Years After Five But Within Ten Years After Ten Years Total $ Amt. Yield $ Amt. Yield $ Amt. Yield $ Amt. Yield $ Amt. Yield U.S. Government Sponsored Entities $ 74,674  1.54  % $ 88,997  1.68  % $ 13,898  1.98  % $ —  —  % $ 177,569  1.64  % Residential and multi-family mortgage —  —  142  2.97  3,525  2.87  60,902  2.60  64,569  2.62  Total $ 74,674  1.54  % $ 89,139  1.68  % $ 17,423  2.16  % $ 60,902  2.60  % $ 242,138  1.90  % The following table summarizes the weighted average modified duration of AFS debt securities as of December 31, 2025. Weighted Average Modified Duration (in Years) U.S. Government Sponsored Entities 5.91  State and Political Subdivisions 4.34  Residential and multi-family mortgage 4.33  Corporate notes and bonds 3.78  Pooled SBA 2.17  Total 4.56  The following table summarizes the weighted average modified duration of HTM debt securities as of December 31, 2025. Weighted Average Modified Duration (in Years) U.S. Government Sponsored Entities 1.76  Residential and multi-family mortgage 4.79  Total 2.57  30 Table of Contents The portfolio contains no holdings of a single issuer that exceeds 10% of shareholders’ equity other than U.S. government sponsored entities. The Corporation generally purchases debt securities over time and does not attempt to "time" its transactions, which allows for more efficient management of fluctuations in the interest rate environment. The Corporation's strategy given the current environment is to focus on lower risk securities and shorter durations that complement the current portfolio investment ladder, coupled with consistent reinvestment of cash flows to replace lower earning assets. The Corporation monitors the earnings performance and the effectiveness of the liquidity of the securities portfolio on a regular basis through meetings of the ALCO. The ALCO also reviews and manages interest rate risk for the Corporation. Through active balance sheet management and analysis of the securities portfolio, a sufficient level of liquidity is maintained to satisfy depositor requirements and various credit needs of our customers. Loans Receivable Note 4, "Loans Receivable and Allowance for Credit Losses," to the consolidated financial statements provides more detail concerning the loan portfolio of the Corporation. At December 31, 2025, loans totaled $6.4 billion, excluding $70.8 million of syndicated loans. Excluding $1.7 billion in loans, net of estimated purchase accounting fair value adjustments, acquired in the ESSA acquisition, organic loan growth for the full year was $218.8 million, or an increase of 4.83%, compared to December 31, 2024. The full-year increase in loans as of December 31, 2025, compared to December 31, 2024, was primarily driven by growth in the Ridge View Bank, BankOnBuffalo, and legacy CNB Bank and ERIEBANK markets and loan activity in CNB Bank's Private Banking division. At December 31, 2025, the syndicated loan portfolio totaled $70.8 million, or 1.09% of total loans, compared to $79.9 million, or 1.73% of total loans, at December 31, 2024. The decrease in syndicated lending balances of $9.1 million compared to December 31, 2024 reflects net scheduled amortization and prepayments of credits in excess of added holdings, with no recorded charge-offs in the syndicated portfolio in 2025. The Corporation continues to focus on evaluating the level and composition of its syndicated loan portfolio to ensure it continues to provide strong credit quality, profitable use of excess liquidity, and a complement to the Corporation’s loan growth from its in-market customer relationships. Loan Origination/Risk Management The Corporation has certain lending policies and procedures in place that are designed to maximize loan income within an acceptable level of risk. Management reviews and approves these policies and procedures on a regular basis. A reporting system supplements the review process by providing management with frequent reports related to loan production, loan quality, concentrations of credit, loan delinquencies and nonperforming, and potential problem loans. Diversification in the loan portfolio is a means of managing risk associated with fluctuations in economic conditions. The Corporation has not underwritten any hybrid loans, payment option loans, or low documentation/no documentation loans. Variable rate loans are generally underwritten at the fully indexed rate. Loan underwriting policies and procedures have not changed materially between any periods presented. As discussed more fully above, syndicated loan purchases are underwritten utilizing the same process as the Corporation’s originated loans. The Corporation continues to explore the credit and reputational risks associated with climate change and their potential impact on the foregoing, while closely monitoring regulatory developments on climate risk. This includes, among other things, researching and developing a formalized approach to considering climate change related risks in the Corporation's underwriting processes. This approach will be impacted, in part, by the accessibility and reliability of both customer climate risk data and climate risk data in general. One of the objectives of these efforts is to enable the Corporation to better understand the climate change related risks associated with the Corporation's customers' business activities and to be able to monitor their response to those risks and their ultimate impact on the Corporation's customers. 31 Table of Contents Loan Portfolio Profile As part of its lending policy and risk management activities, the Corporation tracks lending exposure by industry classification and type to determine potential risks associated with industry concentrations, and to identify any concentration risk issues that could lead to additional credit loss exposure. An important and recurring part of this process involves the Corporation’s continued measurement and evaluation of its exposure to the office, hospitality, and multifamily industries within its commercial real estate portfolio. Even given the Corporation’s historically sound underwriting protocols and high credit quality standards for borrowers in the commercial real estate industry segments, the Corporation monitors numerous relevant sensitivity elements, including occupancy, loan-to-value, absorption and cap rates, debt service coverage and covenant compliance, and developer/lessor financial strength both in the project and globally. At December 31, 2025, the Corporation had the following key metrics related to its office, hospitality and multifamily portfolios with such metrics including the impact on the respective portfolios of loans acquired during the third quarter of 2025 from the ESSA acquisition: •Commercial office loans ◦There were 147 outstanding loans, totaling $150.4 million, or 2.32% of total loans outstanding; ◦There were no nonaccrual commercial office loans; ◦There were three past-due commercial office loans that totaled $2.3 million, or 1.54% of the total office loans outstanding; and ◦The average outstanding balance per commercial office loan was $1.0 million. •Commercial hospitality loans ◦There were 153 outstanding loans, totaling $320.6 million, or 4.94% of total loans outstanding; ◦There were no nonaccrual commercial hospitality loans; ◦There were no past-due commercial hospitality loans; and ◦The average outstanding balance per commercial hospitality loan was $2.1 million. •Commercial multifamily loans ◦There were 375 outstanding loans, totaling $601.4 million, or 9.26% of total loans outstanding; ◦There were two nonaccrual commercial multifamily loans that totaled $799 thousand, or 0.13% of total multifamily loans outstanding; ◦There was one past-due commercial multifamily loan that totaled $645 thousand, or 0.11% of total multifamily loans outstanding; and ◦The average outstanding balance per commercial multifamily loan was $1.6 million. 32 Table of Contents The following table summarizes the geographic region (based upon metropolitan statistical areas) in which the commercial office, hospitality and multifamily loans were originated as of December 31, 2025: December 31, 2025 Commercial Office Geographic Region: Buffalo, NY 23.25  % Cleveland, OH 21.49  Allentown-Bethlehem-Easton, PA 8.67  Cincinnati, OH 7.25  Erie-Meadville, PA 3.99  All other geographical regions 35.35  Total Commercial Office 100.00  % Commercial Hospitality Geographic Region: Buffalo, NY 19.19  % Pittsburgh, PA 15.64  Columbus, OH 15.00  Cleveland, OH 9.40  Erie-Meadville, PA 5.98  All other geographical regions 34.79  Total Commercial Hospitality 100.00  % Commercial Multifamily Geographic Region: Cleveland, OH 24.03  % Buffalo, NY 18.18  Allentown-Bethlehem-Easton, PA 16.59  Columbus, OH 10.37  Philadelphia, PA 10.22  All other geographical regions 20.61  Total Commercial Multifamily 100.00  % The Corporation had no commercial office, hospitality or multifamily loan relationships considered by the banking regulators to be high volatility commercial real estate ("HVCRE") credits. No credits acquired from ESSA were considered HVCRE. 33 Table of Contents Maturities and Sensitivities of Loans Receivable to Changes in Interest Rate The following table presents the maturity distribution of the Corporation's loans receivable at December 31, 2025. The table also presents the portion of loans receivable that have fixed interest rates or variable interest rates that fluctuate over the life of the loans in accordance with changes in an interest rate index. December 31, 2025 Due in One Year or Less After One, but Within Five Years After Five but Within Fifteen Years After Fifteen Years Total Loans Receivable with Fixed Interest Rate Farmland $ 864  $ 2,106  $ 5,187  $ —  $ 8,157  Owner-occupied, nonfarm nonresidential properties 13,793  47,981  27,951  19,532  109,257  Agricultural production and other loans to farmers 39  37  —  7  83  Loans to depository institutions —  —  —  —  —  Commercial and Industrial 77,388  136,865  86,895  23,077  324,225  Obligations (other than securities and leases) of states and political subdivisions 9,661  16,332  96,558  7,416  129,967  Other loans 1  848  35,233  359  36,441  Other construction loans and all land development and other land loans (1) 17,600  36,888  7,593  9,926  72,007  Multifamily (5 or more) residential properties 55,548  158,551  16,888  —  230,987  Non-owner occupied, nonfarm nonresidential properties 90,526  259,910  95,863  897  447,196  1-4 Family Construction (1) 1,376  1,541  —  9,550  12,467  Home equity lines of credit —  193  301  37,598  38,092  Residential Mortgages secured by first liens 5,152  64,408  325,634  590,487  985,681  Residential Mortgages secured by junior liens 789  11,260  80,787  26,383  119,219  Other revolving credit plans 5  3  6  1  15  Automobile 420  13,326  3,291  —  17,037  Other consumer 4,644  27,205  8,869  10,327  51,045  Credit cards —  —  —  —  —  Overdrafts —  —  —  —  —  Total $ 277,806  $ 777,454  $ 791,056  $ 735,560  $ 2,581,876  Loans Receivable with Variable or Floating Interest Rate Farmland $ 3,924  $ 649  $ 8,033  $ 6,820  $ 19,426  Owner-occupied, nonfarm nonresidential properties 36,383  97,124  333,677  60,003  527,187  Agricultural production and other loans to farmers 686  426  4,794  —  5,906  Loans to depository institutions —  2,439  —  —  2,439  Commercial and Industrial 317,415  66,541  68,567  2,230  454,753  Obligations (other than securities and leases) of states and political subdivisions 3,655  3,236  13,223  21,405  41,519  Other loans 2,853  821  7,604  —  11,278  Other construction loans and all land development and other land loans (1) 114,164  109,041  42,571  28,391  294,167  Multifamily (5 or more) residential properties 82,853  98,044  291,498  6,450  478,845  Non-owner occupied, nonfarm nonresidential properties 153,337  258,879  512,615  47,616  972,447  1-4 Family Construction (1) 18,019  7,527  1,645  2,001  29,192  Home equity lines of credit 11,347  8,421  38,654  154,309  212,731  Residential Mortgages secured by first liens 16,705  31,163  149,447  580,075  777,390  Residential Mortgages secured by junior liens 1,421  978  17,595  1,577  21,571  Other revolving credit plans 4,286  2,845  39,752  2,055  48,938  Automobile —  —  —  —  —  Other consumer 194  122  56  57  429  Credit cards 13,276  —  —  —  13,276  Overdrafts 370  —  —  —  370  Total $ 780,888  $ 688,256  $ 1,529,731  $ 912,989  $ 3,911,864  (1) 1-4 family construction loans and other construction loans and all land development and other land loans segments include loans that are construction to permanent loans in which the loan segment will change when the construction period has concluded. 34 Table of Contents Loan Concentration At December 31, 2025, no industry concentration existed which exceeded 10% of the total loan portfolio. Loan Quality The following table presents information concerning the loan portfolio delinquency and other nonperforming assets at December 31, 2025 and 2024: December 31, 2025 December 31, 2024 Nonaccrual loans $ 39,845  $ 56,323  Accrual loans greater than 90 days past due 42  653  Total nonperforming loans 39,887  56,976  Other real estate owned 2,280  2,509  Total nonperforming assets $ 42,167  $ 59,485  Total loans $ 6,493,740  $ 4,608,956  Nonaccrual loans as a percentage of loans 0.61  % 1.22  % Total assets $ 8,396,435  $ 6,192,010  Nonperforming assets as a percentage of total assets 0.50  % 0.96  % Allowance for credit losses on loans $ 67,055  $ 47,357  Allowance for credit losses / Total loans 1.03  % 1.03  % Ratio of allowance for credit losses on loans to nonaccrual loans     168.29  % 84.08  % Total nonperforming assets were approximately $42.2 million, or 0.50% of total assets, as of December 31, 2025, compared to $59.5 million, or 0.96% of total assets, as of December 31, 2024. The decrease in nonperforming assets for the year ended December 31, 2025 was due to the resolution of several loans, coupled with paydowns on existing nonperforming assets, partially offset by certain nonperforming assets acquired in the ESSA acquisition. Management does not believe there is a risk of significant additional loss exposure beyond the specific reserves related to this loan relationship and is actively working with the borrower and their real estate broker to facilitate the sale of the property. The Corporation has established written lending policies and procedures that require underwriting standards, loan documentation, and credit analysis standards to be met prior to funding a loan. Subsequent to the funding of a loan, ongoing review of credits is required. Credit reviews are performed five times per year by an outsourced loan review firm and cover approximately 65% of the commercial loan portfolio on an annual basis. In addition, the external independent loan review firm reviews past due loans and all significant classified assets and nonaccrual loans annually. Potential problem loans consist of loans that are performing in accordance with contractual terms but for which management has concerns about the ability of a borrower to continue to comply with contractual repayment terms because of the borrower’s potential operating or financial difficulties. Management monitors these "watchlist" loans monthly to determine potential losses within the commercial loan portfolio. The "watchlist" is comprised of all credits risk rated special mention, substandard and doubtful. Allowance for Credit Losses The amount of each allowance for credit losses account represents management's best estimate of current expected credit losses on these financial instruments considering available information, from internal and external sources, relevant to assessing exposure to credit loss over the contractual term of the instrument. Relevant available information includes historical credit loss experience, current conditions, and reasonable and supportable forecasts. While historical credit loss experience provides the basis for the estimation of expected credit losses, adjustments to historical loss information may be made for differences in current portfolio-specific risk characteristics, environmental conditions or other relevant internal and external factors. While management utilizes its best judgment and information available, the ultimate adequacy of the Corporation's allowance for credit losses account is dependent upon a variety of factors beyond the Corporation's control, including the performance of the Corporation's loan portfolios, the economy, changes in interest rates, and the view of the regulatory authorities toward classification of assets. The adequacy of the allowance for credit losses is subject to a formal analysis by the Credit Administration and Finance Departments of the Corporation. For additional information regarding the Corporation's accounting policies related to credit losses, refer to Note 1, "Summary of Significant Accounting Policies" and Note 4, "Loans and Allowance for Credit Losses" to these consolidated financial statements. 35 Table of Contents The table below provides an allocation of the allowance for credit losses on loans by loan portfolio segment at December 31, 2025 and 2024; however, allocation of a portion of the allowance to one segment does not preclude its availability to absorb losses in other segments. December 31, 2025 Amount of Allowance Allocated Percent of Loans in Each Category to Total Loans Total Loans Ratio of Allowance Allocated to Loans in Each Category Farmland $ 162  0.43  % $ 27,583  0.59  % Owner-occupied, nonfarm nonresidential properties 6,176  9.80  636,444  0.97  Agricultural production and other loans to farmers 37  0.09  5,989  0.62  Loans to depository institutions 20  0.04  2,439  0.82  Commercial and Industrial 9,360  12.00  778,978  1.20  Obligations (other than securities and leases) of states and political subdivisions 1,823  2.64  171,486  1.06  Other loans 454  0.74  47,719  0.95  Other construction loans and all land development and other land loans 4,366  5.64  366,174  1.19  Multifamily (5 or more) residential properties 4,314  10.93  709,832  0.61  Non-owner occupied, nonfarm nonresidential properties 15,467  21.86  1,419,643  1.09  1-4 Family Construction 350  0.64  41,659  0.84  Home equity lines of credit 1,884  3.86  250,823  0.75  Residential Mortgages secured by first liens 15,910  27.15  1,763,071  0.90  Residential Mortgages secured by junior liens 1,732  2.17  140,790  1.23  Other revolving credit plans 1,222  0.75  48,953  2.50  Automobile 207  0.26  17,037  1.22  Other consumer 3,056  0.79  51,474  5.94  Credit cards 146  0.20  13,276  1.10  Overdrafts 369  0.01  370  99.73  Total loans $ 67,055  100.00  % $ 6,493,740  1.03  % December 31, 2024 Amount of Allowance Allocated Percent of Loans in Each Category to Total Loans Total Loans Ratio of Allowance Allocated to Loans in Each Category Farmland $ 167  0.67  % $ 31,099  0.54  % Owner-occupied, nonfarm nonresidential properties 5,696  11.18  515,208  1.11  Agricultural production and other loans to farmers 37  0.14  6,492  0.57  Commercial and Industrial 7,759  15.60  718,775  1.08  Obligations (other than securities and leases) of states and political subdivisions 1,369  3.05  140,430  0.97  Other loans 329  0.61  28,110  1.17  Other construction loans and all land development and other land loans 2,571  6.14  282,912  0.91  Multifamily (5 or more) residential properties 2,969  8.92  411,146  0.72  Non-owner occupied, nonfarm nonresidential properties 10,110  22.42  1,033,541  0.98  1-4 Family Construction 198  0.57  26,431  0.75  Home equity lines of credit 1,340  3.61  166,327  0.81  Residential Mortgages secured by first liens 8,958  21.97  1,012,746  0.88  Residential Mortgages secured by junior liens 1,343  2.31  106,462  1.26  Other revolving credit plans 960  0.89  41,095  2.34  Automobile 275  0.45  20,961  1.31  Other consumer 2,892  1.17  53,821  5.37  Credit cards 127  0.29  13,143  0.97  Overdrafts 257  0.01  257  100.00  Total loans $ 47,357  100.00  % $ 4,608,956  1.03  % The allowance for credit losses measured as a percentage of total loans was 1.03% as of December 31, 2025 and 2024. 36 Table of Contents The Corporation's allowance for credit losses is influenced by loan volumes, risk rating migration, delinquency status and other internal and external conditions influencing loss expectations, such as reasonable and supportable forecasts of economic conditions and other external factors. For the year ended December 31, 2025, the increase in the allowance for credit losses was primarily driven by the ESSA acquisition, including the $18.2 million in PCD and Purchased Seasoned Loans ("PSL") allowance established on the acquisition date, as well as growth in the Corporation’s loan portfolio. Significant uncertainty continues to affect both the domestic and global economic outlook due to changes in U.S. tariffs and corresponding policy actions by trading partners, persistently elevated interest rates, fluctuating consumer confidence, and ongoing geopolitical conflicts. Management will continue to proactively reassess its estimate of expected credit losses as new information becomes available. Note 4, "Loans Receivable and Allowance for Credit Losses," to the consolidated financial statements provides further disclosure of loan balances by portfolio segment as of December 31, 2025 and 2024. Additional information related to credit loss expense and net (charge-offs) recoveries at December 31, 2025, 2024, and 2023 is presented in the tables below. Year Ended December 31, 2025 Provision (Benefit) for Credit Losses on Loans Receivable (1) Net (Charge-Offs) Recoveries Average Loans Receivable Ratio of Annualized Net (Charge-Offs) Recoveries to Average Loans Receivable Farmland $ (5) $ —  $ 29,606  —  % Owner-occupied, nonfarm nonresidential properties 653  (1,461) 589,414  (0.25) Agricultural production and other loans to farmers —  —  6,366  —  Loans to depository institutions (38) —  7,090  —  Commercial and Industrial 1,962  (934) 748,932  (0.12) Obligations (other than securities and leases) of states and political subdivisions (117) —  159,150  —  Other loans 125  —  39,235  —  Other construction loans and all land development and other land loans 779  —  327,010  —  Multifamily (5 or more) residential properties 785  (1,072) 540,620  (0.20) Non-owner occupied, nonfarm nonresidential properties 2,284  —  1,166,508  —  1-4 Family Construction (215) —  30,704  —  Home equity lines of credit 390  (60) 202,054  (0.03) Residential Mortgages secured by first liens (1,445) (351) 1,338,898  (0.03) Residential Mortgages secured by junior liens 45  (260) 123,032  (0.21) Other revolving credit plans 405  (143) 41,600  (0.34) Automobile (27) (46) 18,958  (0.24) Other consumer 2,241  (2,107) 51,761  (4.07) Credit cards 474  (455) 14,990  (3.04) Overdrafts 351  (304) 223  (136.32) Total $ 8,647  $ (7,193) $ 5,436,151  (0.13) % (1) Excludes provision for credit losses totaling $208 thousand related to unfunded commitments. Note 19, "Off-Balance Sheet Commitments and Contingencies," in the consolidated financial statements provides more detail concerning the provision for credit losses related to unfunded commitments of the Corporation. 37 Table of Contents Year Ended December 31, 2024 Provision (Benefit) for Credit Losses on Loans Receivable (1) Net (Charge-Offs) Recoveries Average Loans Receivable Ratio of Annualized Net (Charge-Offs) Recoveries to Average Loans Receivable Farmland $ 29  $ —  $ 32,278  —  % Owner-occupied, nonfarm nonresidential properties 2,958  (1,393) 526,379  (0.26) Agricultural production and other loans to farmers 30  —  2,456  —  Commercial and Industrial 628  (2,369) 700,935  (0.34) Obligations (other than securities and leases) of states and political subdivisions (1,258) —  151,788  —  Other loans (60) —  26,831  —  Other construction loans and all land development and other land loans (248) (11) 401,083  —  Multifamily (5 or more) residential properties 1,718  —  310,485  —  Non-owner occupied, nonfarm nonresidential properties 1,248  (921) 927,788  (0.10) 1-4 Family Construction 7  —  34,451  —  Home equity lines of credit 491  5  145,978  —  Residential Mortgages secured by first liens 763  (79) 1,003,331  (0.01) Residential Mortgages secured by junior liens (144) —  97,421  —  Other revolving credit plans 109  (126) 40,971  (0.31) Automobile 55  (140) 22,821  (0.61) Other consumer 2,138  (1,902) 51,793  (3.67) Credit cards 158  (126) 14,274  (0.88) Overdrafts 415  (450) 241  (186.72) Total $ 9,037  $ (7,512) $ 4,491,304  (0.17) % (1) Excludes provision for credit losses totaling $185 thousand related to unfunded commitments. Note 19, "Off-Balance Sheet Commitments and Contingencies," in the consolidated financial statements provides more detail concerning the provision for credit losses related to unfunded commitments of the Corporation. Year Ended December 31, 2023 (1) Provision (Benefit) for Credit Losses on Loans Receivable (2) Net (Charge-Offs) Recoveries Average Loans Receivable Ratio of Annualized Net (Charge-Offs) Recoveries to Average Loans Receivable Farmland $ (21) $ —  $ 34,397  —  % Owner-occupied, nonfarm nonresidential properties 1,223  3  502,925  —  Agricultural production and other loans to farmers 1  —  1,255  —  Commercial and Industrial (312) 46  777,991  0.01  Obligations (other than securities and leases) of states and political subdivisions 764  —  154,225  —  Other loans (67) —  30,410  —  Other construction loans and all land development and other land loans (423) —  435,967  —  Multifamily (5 or more) residential properties (1,043) (59) 259,557  (0.02) Non-owner occupied, nonfarm nonresidential properties 2,814  (684) 838,674  (0.08) 1-4 Family Construction (136) —  55,392  —  Home equity lines of credit (324) (5) 124,865  —  Residential Mortgages secured by first liens (96) (114) 966,225  (0.01) Residential Mortgages secured by junior liens 452  —  84,803  —  Other revolving credit plans 344  (89) 41,417  (0.21) Automobile 144  (55) 25,044  (0.22) Other consumer 1,839  (1,848) 49,631  (3.72) Credit cards 199  (171) 13,261  (1.29) Overdrafts 479  (465) 302  (153.97) Total loans $ 5,837  $ (3,441) $ 4,396,341  (0.08) % (1) As previously disclosed in the Corporation’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024, and Note 1, "Summary of Significant Accounting Policies," immaterial revisions were made to the provision (benefit) for credit losses on loans receivable column disclosure as of December 31, 2023, to reflect the revisions for the applicable portfolio segments. (2) Excludes provision for credit losses totaling $156 thousand related to unfunded commitments. Note 19, "Off-Balance Sheet Commitments and Contingencies," in the consolidated financial statements provides more detail concerning the provision for credit losses related to unfunded commitments of the Corporation. 38 Table of Contents During the year ended December 31, 2025, the Corporation recorded a provision for credit losses of $8.9 million compared to $9.2 million for the year ended December 31, 2024. Included in the provision for credit losses for the year ended December 31, 2025 was a $208 thousand expense related to the allowance for unfunded commitments compared to a $185 thousand expense for the year ended December 31, 2024. Net charge-offs during the year ended December 31, 2025 were $7.2 million, or 0.13% of average total loans and loans held for sale, compared to $7.5 million, or 0.17% of average total loans and loans held for sale, during the year ended December 31, 2024. Premises and Equipment During the years ended December 31, 2025 and 2024, the Corporation invested $6.3 million and $16.3 million, respectively, in its physical infrastructure through the purchase of land, buildings, and equipment. The year ended December 31, 2025 includes premises and equipment related to the ESSA acquisition. Bank Owned Life Insurance The Corporation has periodically purchased Bank Owned Life Insurance ("BOLI"). The policies cover executive officers, directors and a select group of other employees with the Bank being named as beneficiary. Earnings from BOLI assist the Corporation in offsetting its benefit costs. The Corporation made no purchases of BOLI during the years ended December 31, 2025 and December 31, 2024, respectively. Funding Sources Deposits The Corporation’s sources of funds are deposits, borrowings, amortization and repayment of loan principal, interest earned on or maturation of investment securities, and funds provided from operations. The Corporation considers deposits to be its primary source of funding in support of growth in assets. December 31, 2025 Percent of Deposits in Each Category to Total Deposits December 31, 2024 Percent of Deposits in Each Category to Total Deposits Percentage change 2025 vs. 2024 Noninterest-bearing demand deposits $ 1,092,076  15.54  % $ 819,680  15.26  % 33.2% Interest-bearing demand deposits 1,014,606  14.44  706,796  13.16  43.6 Savings 3,822,639  54.40  3,122,028  58.12  22.4 Certificates of deposit 1,097,788  15.62  722,860  13.46  51.9 Total $ 7,027,109  100.00  % $ 5,371,364  100.00  % 30.8% At December 31, 2025, total deposits were $7.0 billion, reflecting an increase of $1.7 billion, or 30.8%, from December 31, 2024. Organic deposit growth for the full year of 2025, excluding $1.5 billion in deposits, net of estimated purchase accounting fair value adjustments, assumed in the ESSA acquisition and including $88.1 million in deposits classified as held for sale, total deposits increased $288.1 million, or 5.36%, compared to December 31, 2024. The $88.1 million in deposits classified as held for sale as of December 31, 2025 are associated with a planned sale of certain customer deposit accounts that are part of a broader strategic initiative to optimize the Corporation’s branch and market footprint following the ESSA acquisition. The increase in deposits was primarily attributable to retail account growth, as well as an increase in Treasury Management-sourced business including municipal deposits. The following table sets forth the average balances of and the average rates paid on deposits for the period indicated. Year Ended December 31, 2025 2024 2023 Average Amount Annual Rate Average Amount Annual Rate Average Amount Annual Rate Noninterest-bearing demand deposits $ 965,942  —  % $ 781,780  —  % $ 793,713  —  % Interest-bearing demand deposits 832,291  0.95  705,488  0.77  853,632  0.54  Savings 3,369,184  2.88  3,052,031  3.46  2,666,905  2.92  Certificates of deposit 921,467  3.87  570,911  3.92  517,017  2.97  Total $ 6,088,884  $ 5,110,210  $ 4,831,267  39 Table of Contents The following table presents additional information about our December 31, 2025 and 2024 deposits: December 31, 2025 December 31, 2024 Time deposits not covered by deposit insurance $ 75,807  $ 58,330  Total deposits not covered by deposit insurance 2,006,055  1,516,839  At December 31, 2025, the total estimated uninsured deposits for CNB Bank were approximately $2.0 billion, or approximately 28.13% of total CNB Bank deposits. However, when excluding affiliate company deposits of $18.4 million and pledged-investment collateralized deposits of $680.4 million, the adjusted amount and percentage of total estimated uninsured deposits was approximately $1.3 billion, or approximately 18.33% of total CNB Bank deposits as of December 31, 2025. At December 31, 2024, the total estimated uninsured deposits for CNB Bank were approximately $1.5 billion, or approximately 27.71% of total CNB Bank deposits. However, when excluding affiliate company deposits of $101.9 million and pledged-investment collateralized deposits of $429.0 million, the adjusted amount and percentage of total estimated uninsured deposits was approximately $986.0 million, or approximately 18.01% of total CNB Bank deposits as of December 31, 2024. Scheduled maturities of time deposits not covered by deposit insurance at December 31, 2025 were as follows: December 31, 2025 3 months or less $ 22,520  Over 3 through 6 months 12,835  Over 6 through 12 months 21,799  Over 12 months 18,653  Total $ 75,807  Borrowings Periodically, the Corporation utilizes term borrowings from the FHLB and other lenders to meet funding obligations or match fund certain loan assets. The terms of these borrowings are detailed in Note 11, "Borrowings," to the consolidated financial statements. There were $164 million in short term FHLB borrowings as of December 31, 2025, compared to zero at December 31, 2024. The increase in short-term borrowings at December 31, 2025 compared to December 31, 2024 was attributable to borrowings assumed with the ESSA acquisition. In June 2021, the Corporation sold $85.0 million aggregate principal amount of 3.25% Fixed-to-Floating Rate Subordinated Notes due 2031 (the "2031 Notes") to eligible purchasers in a private offering in reliance on the exemption from the registration requirements of Section 4(a)(2) of the Securities Act and the provisions of Rule 506 of Regulation D thereunder. The 2031 Notes will mature in June 2031, and initially bear interest at a fixed rate of 3.25% per annum, payable semi-annually in arrears, to, but excluding, June 15, 2026, and thereafter to, but excluding, the maturity date or earlier redemption, the interest rate will reset quarterly to an interest rate per annum equal to the then current three-month average SOFR plus 2.58%. The net proceeds from the sale were approximately $83.5 million, after deducting offering expenses. Additional details about our subordinated debentures and notes are included in Note 11, "Borrowings" in the accompanying notes to consolidated financial statements. Liquidity and Capital Resources Liquidity measures an organization’s ability to meet its cash obligations as they come due. The liquidity of a financial institution reflects its ability to meet loan requests, to accommodate possible outflows in deposits and to take advantage of interest rate market opportunities. The ability of a financial institution to meet its current financial obligations is a function of its balance sheet structure, its ability to liquidate assets and its access to alternative sources of funds. The Corporation’s expected material cash requirements for the year ended December 31, 2025 and thereafter consist of withdrawals by depositors, credit commitments to borrowers, shareholder dividends, share repurchases, operating expenses, and capital expenditures that are pursuant to the Corporation's strategic initiatives. The Corporation expects to satisfy these short-term and long-term cash requirements through deposit growth, principal and interest payments from loans and investment securities, maturing loans and investment securities, as well as by maintaining access to wholesale funding sources. 40 Table of Contents The objective of the Corporation's liquidity management is to manage cash flow and liquidity reserves so that they are adequate to fund the Corporation's operations and to meet cash obligations and other commitments on a timely basis and at a reasonable cost. The Corporation seeks to achieve this objective and ensure that funding needs are met by maintaining an appropriate level of liquid funds through asset/liability management, which includes managing the mix and time to maturity of financial assets and financial liabilities on its balance sheet. The Corporation's liquidity position is enhanced by its ability to raise additional funds as needed in the wholesale markets. Asset liquidity is provided by liquid assets which are readily marketable or pledgeable or which will mature in the near future. Liquid assets include cash, interest-bearing deposits in banks, including the Federal Reserve, and AFS debt securities. Liability liquidity is provided by access to funding sources which include core deposits, correspondent banks and other wholesale funding sources. The Corporation's liquidity position is continuously monitored and adjustments are made to balance sources and uses of funds as deemed appropriate. Liquidity risk management is an important element in the Corporation's asset/liability management process. The Corporation regularly models liquidity stress scenarios to assess potential liquidity outflows or potential funding shortfalls resulting from economic disruptions, volatility in the financial markets, unexpected credit events or other significant occurrences deemed problematic by management. These scenarios are incorporated into the Corporation's contingency funding plan, which provides the basis for the identification of its liquidity needs. At December 31, 2025, the Corporation’s cash and cash equivalents position was approximately $527.9 million, including liquidity of $441.5 million held at the Federal Reserve. These excess funds, when combined with collective contingent liquidity resources of $6.4 billion including (i) available borrowing capacity from the FHLB and the Federal Reserve, and (ii) available unused commitments from brokered deposit sources and other third-party funding channels, including previously established lines of credit from correspondent banks, resulted in total available liquidity sources for the Corporation as of December 31, 2025 to be approximately 5.2 times the estimated amount of adjusted uninsured deposit balances. The following table summarizes the Corporation's net available liquidity and borrowing capacities as of December 31, 2025: Net Available FHLB borrowing capacity (1) $ 1,879,963  Federal Reserve borrowing capacity (2) 395,641  Brokered deposits (3) 2,614,299  Other third-party funding channels (3) (4) 1,461,568  Total net available liquidity and borrowing capacity $ 6,351,471  (1) Availability contingent on the FHLB activity-based stock ownership requirement (2) Includes access to discount window, BIC program and Bank Term Funding Program (3) Availability contingent on internal borrowing guidelines (4) Availability contingent on correspondent bank approvals at time of borrowing As of December 31, 2025, management is not aware of any events that are reasonably likely to have a material adverse effect on the Corporation's liquidity, capital resources or operations. In addition, management is not aware of any regulatory recommendations regarding liquidity that would have a material adverse effect on the Corporation. In the ordinary course of business the Corporation has entered into contractual obligations and have made other commitments to make future payments. Refer to the accompanying notes to consolidated financial statements elsewhere in this report for the expected timing of such payments as of December 31, 2025. The Corporation’s material contractual obligations as of December 31, 2025 consist of (i) long-term borrowings - Note 11, "Borrowings," (ii) operating and finance leases - Note 8, "Leases," (iii) time deposits with stated maturity dates - Note 10, "Deposits," and (iv) commitments to extend credit and standby letters of credit - Note 19, "Off-Balance Sheet Commitments and Contingencies." 41 Table of Contents Shareholders’ Equity, Capital Ratios and Metrics Shareholders' Equity As of December 31, 2025, the Corporation’s total shareholders’ equity was $872.1 million, representing an increase of $261.4 million, or 42.81%, from December 31, 2024. The increase resulted from an increase in additional paid in capital of $202.6 million related to the ESSA acquisition, and a decrease in accumulated other comprehensive loss, primarily from the after-tax impact of temporary unrealized valuation changes in the Corporation's available-for-sale investment portfolio, and growth in earnings, partially offset by the payment of common and preferred stock dividends to the Corporation's shareholders during the year ended December 31, 2025. Preferred Stock During the year ended December 31, 2020, the Corporation raised $57.8 million, net of issuance costs, from the issuance of depositary shares, each representing a 1/40th ownership interest in a share of the Corporation's 7.125% Series A fixed rate non-cumulative perpetual preferred stock, no par value, with a liquidation preference of $1,000 per share of preferred stock. The $57.8 million qualifies as Tier 1 capital for regulatory capital purposes. Capital Ratios and Metrics The Corporation has complied with the standards of capital adequacy mandated by government regulations. Bank regulators have established "risk-based" capital requirements designed to measure capital adequacy. Risk-based capital ratios reflect the relative risks of various assets banks hold in their portfolios. A weight category (0% for the lowest risk assets and increasing for each tier of higher risk assets) is assigned to each asset on the balance sheet. As of December 31, 2025, all of the Corporation's capital ratios exceeded regulatory "well-capitalized" levels. The Corporation’s capital ratios and book value per common share at December 31, 2025 and 2024 were as follows: December 31, 2025 December 31, 2024 Total risk-based capital ratio 14.78  % 16.16  % Tier 1 capital ratio 12.65  % 13.41  % Common equity tier 1 ratio 11.44  % 11.76  % Leverage ratio 9.87  % 10.43  % Common shareholders' equity/total assets 9.70  % 8.93  % Tangible common equity/tangible assets (1) 8.36  % 8.28  % Book value per common share $ 27.63  $ 26.34  Tangible book value per common share (1) $ 23.48  $ 24.24  (1) Tangible common equity, tangible assets and tangible book value per common share are non-GAAP financial measures calculated using GAAP amounts. Tangible common equity is calculated by excluding the balance of goodwill and other intangible assets and preferred equity from the calculation of shareholders’ equity. Tangible assets are calculated by excluding the balance of goodwill and other intangible assets from the calculation of total assets. Tangible book value per common share is calculated by dividing tangible common equity by the number of shares outstanding. The Corporation believes that these non-GAAP financial measures provide information to investors that is useful in understanding its financial condition. Because not all companies use the same calculation of tangible common equity and tangible assets, this presentation may not be comparable to other similarly titled measures calculated by other companies. A reconciliation of these non-GAAP financial measures is provided in the "Non-GAAP Financial Measures" section in Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations. 42 Table of Contents Average Balances, Interest Rates and Yields The loan categories used to monitor and analyze interest income and yields are different than the portfolio segments used to determine the allowance for credit losses for loans. The allowance for credit losses was calculated by pooling loans of similar credit risk characteristics and credit monitoring procedures. See Note 1, "Summary of Significant Accounting Policies," and Note 4, "Loans Receivable and Allowance for Credit Losses," to the consolidated financial statements for more information about pooling of loans for the allowance for credit losses. The following table presents average balances of certain measures of our financial condition and net interest margin for the specified years. December 31, 2025 December 31, 2024 December 31, 2023 Average Balance Annual Rate Interest Inc./ Exp. Average Balance Annual Rate Interest Inc./ Exp. Average Balance Annual Rate Interest Inc./ Exp. ASSETS: Securities: Taxable (1) (4) $ 778,122  2.85  % $ 23,331  $ 700,078  2.14  % $ 16,059  $ 720,818  1.89  % $ 14,766  Tax-exempt (1) (2) (4) 24,646  2.64  700  25,919  2.60  731  30,153  2.59  844  Equity securities (1) (2) 14,436  6.14  886  7,058  5.71  403  10,005  5.09  509  Total securities (4) 817,204  2.90  24,917  733,055  2.19  17,193  760,976  1.96  16,119  Loans receivable: Commercial (2) (3) 1,579,792  6.80  107,350  1,440,667  6.88  99,184  1,501,202  6.63  99,587  Mortgage (2) (3) (5) 3,728,827  6.17  230,033  2,920,537  6.15  179,645  2,765,484  5.77  159,606  Consumer (3) 127,532  11.43  14,574  130,100  11.95  15,547  129,655  11.47  14,868  Total loans receivable (3) 5,436,151  6.47  351,957  4,491,304  6.55  294,376  4,396,341  6.23  274,061  Other earning assets 376,079  4.43  16,648  274,828  5.41  14,856  74,800  6.03  4,513  Total earning assets 6,629,434  5.90  $ 393,522  5,499,187  5.88  $ 326,425  5,232,117  5.57  $ 294,693  Noninterest-bearing assets: Cash and due from banks 67,775  56,295  54,824  Premises and equipment 138,465  116,341  107,635  Other assets 357,700  269,167  251,725  Allowance for credit losses (56,177) (46,032) (44,930) Total noninterest-bearing assets 507,763  395,771  369,254  TOTAL ASSETS $ 7,137,197  $ 5,894,958  $ 5,601,371  LIABILITIES AND SHAREHOLDERS’ EQUITY: Demand—interest-bearing $ 832,291  0.95  % $ 7,894  $ 705,488  0.77  % $ 5,451  $ 853,632  0.54  % $ 4,626  Savings 3,369,184  2.88  97,033  3,052,031  3.46  105,675  2,666,905  2.92  77,782  Time 921,467  3.87  35,638  570,911  3.92  22,367  517,017  2.97  15,362  Total interest-bearing deposits 5,122,942  2.74  140,565  4,328,430  3.08  133,493  4,037,554  2.42  97,770  Short-term borrowings 100,734  4.30  4,336  —  —  —  35,224  5.07  1,787  Finance lease liabilities 17,046  6.58  1,122  247  4.45  11  339  4.42  15  Subordinated notes and debentures 105,342  4.07  4,286  105,039  4.28  4,497  104,735  4.10  4,295  Total interest-bearing liabilities 5,346,064  2.81  $ 150,309  4,433,716  3.11  $ 138,001  4,177,852  2.49  $ 103,867  Demand—noninterest-bearing 965,942  781,780  793,713  Other liabilities 101,950  86,912  79,473  Total liabilities 6,413,956  5,302,408  5,051,038  Shareholders’ equity 723,241  592,550  550,333  TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY $ 7,137,197  $ 5,894,958  $ 5,601,371  Interest income/Earning assets 5.90  % $ 393,522  5.88  % $ 326,425  5.57  % $ 294,693  Interest expense/Interest-bearing liabilities 2.81  150,309  3.11  138,001  2.49  103,867  Net interest spread 3.09  % $ 243,213  2.77  % $ 188,424  3.08  % $ 190,826  Interest income/Earning assets 5.90  % $ 393,522  5.88  % $ 326,425  5.57  % $ 294,693  Interest expense/Earning assets 2.25  150,309  2.49  138,001  1.96  103,867  Net interest margin (fully tax-equivalent) 3.65  % $ 243,213  3.39  % $ 188,424  3.61  % $ 190,826  (1) Includes unamortized discounts and premiums. 43 Table of Contents (2) Average yields are stated on a fully taxable equivalent basis (calculated using statutory rates of 21%) resulting from tax-free municipal securities in the investment portfolio and tax-free municipal loans in the commercial loan portfolio. The taxable equivalent adjustment to net interest income for the years ended December 31, 2025, 2024, and 2023 were $1.2 million, $955 thousand, and $997 thousand, respectively. (3) Average loans receivable outstanding includes the average balance outstanding of all nonaccrual loans. Loans receivable consist of the average of total loans receivable less average unearned income. In addition, loans receivable interest income consists of loans receivable fees, including PPP deferred processing fees. (4) Average balance is computed using the fair value of AFS debt securities and amortized cost of HTM debt securities. Average yield has been computed using amortized cost average balance for AFS and HTM debt securities. The adjustment to the average balance for securities in the calculation of average yield for the years ended December 31, 2025, 2024, and 2023 were $(41.2) million, $(53.1) million, and $(61.1) million, respectively. (5) Includes loans held for sale. Volume Analysis of Changes in Net Interest Income The following table presents the change in net interest income for the years specified. Analysis of Year-to-Year Changes in Net Interest Income 2025 compared to 2024 2024 compared to 2023 Increase (Decrease) Due to Change in (1) Increase (Decrease) Due to Change in (1) Volume Rate Net Volume Rate Net Assets Securities: Taxable $ 1,747  $ 5,525  $ 7,272  $ (462) $ 1,755  $ 1,293  Tax-Exempt (2) (41) 10  (31) (116) 3  (113) Equity Securities (2) 421  62  483  (150) 44  (106) Total Securities 2,127  5,597  7,724  (728) 1,802  1,074  Loans: Commercial (2) 9,430  (1,264) 8,166  (4,015) 3,612  (403) Mortgage (2) 49,642  746  50,388  8,911  11,128  20,039  Consumer (310) (663) (973) 53  626  679  Total Loans 58,762  (1,181) 57,581  4,949  15,366  20,315  Other Earning Assets 5,478  (3,686) 1,792  12,052  (1,709) 10,343  Total Earning Assets $ 66,367  $ 730  $ 67,097  $ 16,273  $ 15,459  $ 31,732  Liabilities and Shareholders’ Equity Interest Bearing Deposits Demand – Interest Bearing $ 945  $ 1,498  $ 2,443  $ (802) $ 1,627  $ 825  Savings 10,899  (19,541) (8,642) 11,367  16,526  27,893  Time 13,732  (461) 13,271  1,566  5,439  7,005  Total Interest Bearing Deposits 25,576  (18,504) 7,072  12,131  23,592  35,723  Short-Term Borrowings 4,336  —  4,336  (1,787) —  (1,787) Finance Lease Liabilities 748  363  1,111  (4) —  (4) Subordinated Debentures 10  (221) (211) 12  190  202  Total Interest Bearing Liabilities $ 30,670  $ (18,362) $ 12,308  $ 10,352  $ 23,782  $ 34,134  Change in Net Interest Income $ 35,697  $ 19,092  $ 54,789  $ 5,921  $ (8,323) $ (2,402) (1) The change in interest due to both volume and rate have been allocated entirely to volume changes. (2) Changes in interest income on tax-exempt securities and loans are presented on a fully taxable-equivalent basis, using the Corporation’s marginal federal income tax rate of 21% for the year ended December 31, 2025 and 2024. 44 Table of Contents Results of Operations Year Ended December 31, 2025 vs. Year Ended December 31, 2024 Overview of the Statements of Income and Comprehensive Income Net income available to common shareholders ("earnings") was $61.8 million, or $2.49 per diluted share, for the year ended December 31, 2025. Excluding after-tax merger transaction related expenses, adjusted earnings were $73.4 million, or $2.95 per diluted share, for the year ended December 31, 2025, reflecting an increase of $23.2 million, or 46.06%, and $0.56 per diluted share, or 23.43%, compared to earnings of $50.3 million, or $2.39 per diluted share, for the year ended December 31, 2024. The full-year increase was primarily due to the overall impact of the acquisition of ESSA, coupled with an increase in net interest income, partially offset by an increase in non-interest expense, as discussed in more detail below. PPNR, a non-GAAP measure, was $91.3 million for the year ended December 31, 2025. Excluding merger and integration costs, adjusted PPNR was $105.1 million for the year ended December 31, 2025, compared to $76.6 million for the year ended December 31, 2024. The increase in year-to-date adjusted PPNR, when compared to the PPNR for the year ended December 31, 2024, was primarily due to the overall impact of incremental PPNR resulting from the acquisition of ESSA, coupled with an increase in net interest income across the legacy franchise for the year, partially offset by an increase in non-interest expense. Return on average equity was 9.14% for the year ended December 31, 2025. Excluding after-tax merger transaction related expenses, return on average equity was 10.75% for the year ended December 31, 2025, compared to 9.21% for the year ended December 31, 2024. Return on average tangible common equity, a non-GAAP measure, was 10.59% for the year ended December 31, 2025. Excluding after-tax merger transaction related expenses, return on average tangible common equity was 12.58% for the year ended December 31, 2025, compared to 10.25% for the year ended December 31, 2024. The Corporation's efficiency ratio was 67.64% for the year ended December 31, 2025, and 66.35% on a fully tax-equivalent basis, a non-GAAP measure. Excluding merger and integration costs, the efficiency ratio on a fully tax-equivalent basis was 61.49% for the year ended December 31, 2025, compared to 65.47% for the year ended December 31, 2024. The year-over-year decrease was primarily driven by higher net interest income, partially offset by higher non-interest expense, and also reflected the anticipated economies-of-scale operational efficiencies resulting from the ESSA acquisition. Interest Income and Expense Net interest income was $242.0 million for the year ended December 31, 2025 compared to $187.5 million for the year ended December 31, 2024. When comparing the year ended December 31, 2025 to the year ended December 31, 2024, the increase in net interest income of $54.6 million, or 29.11%, was due to investment and loan growth, coupled with the impact of the ESSA acquisition, including $6.6 million in purchase accounting loan accretion realized for the period from the July 23, 2025 acquisition date through December 31, 2025. Net interest margin was 3.65% and 3.41% for the years ended December 31, 2025 and 2024, respectively. Net interest margin on a fully tax-equivalent basis, a non-GAAP measure, was 3.65% and 3.39% for the years ended December 31, 2025 and 2024, respectively. Excluding the $6.6 million in purchase accounting loan accretion, net interest margin on a fully tax-equivalent basis for the year ended December 31, 2025 was 3.55%. The yield on earning assets for the year ended December 31, 2025 was 5.90%, an increase of 2 basis points from December 31, 2024. The increase in yield compared to December 31, 2024 was primarily attributable to the $6.6 million in purchase accounting loan accretion. Provision for Credit Losses The Corporation recorded a provision for credit losses of $8.9 million in 2025 compared to $9.2 million in 2024. Included in the provision for credit losses for the year ended December 31, 2025 was a $208 thousand expense related to the allowance for unfunded commitments compared to $185 thousand for the year ended December 31, 2024. Net loan charge-offs were $7.2 million during the year ended December 31, 2025, compared to $7.5 million during the year ended December 31, 2024. As disclosed in "Allowance for Credit Losses" discussion above, management estimates the allowance balance using relevant available information, from internal and external sources, relating to past events, current conditions, reasonable and supportable forecasts, and other significant qualitative and quantitative factors. Management believes the charges to the provision for credit losses in 2025 were appropriate and the allowance for credit losses was adequate to absorb losses in the loan portfolio at December 31, 2025. 45 Table of Contents Non-Interest Income Total non-interest income was $40.2 million for the year ended December 31, 2025, compared to $39.1 million for the year ended December 31, 2024. This increase was primarily due to the overall impact of the acquisition of ESSA, organic increases in wealth and asset management fees and a $1.1 million transition fee for the Corporation moving its existing retail investment business platform to a new provider, an increase in bank owned life insurance benefits, primarily from the result of $1.0 million in death benefit proceeds, and net realized gain on available-for-sale securities, partially offset by a decrease in other non-interest income resulting from a $1.6 million loss on sale of certain commercial real estate loans and lower pass-through income from small business companies ("SBIC"). Non-Interest Expense For the year ended December 31, 2025, total non-interest expense was $190.9 million. Excluding merger and integration costs, total non-interest expense was $177.1 million compared to $150.0 million for the year ended December 31, 2024. Excluding merger and integration costs, the increase of $27.1 million, or 18.04%, from the year ended December 31, 2024 was primarily driven by higher salaries and benefits. This reflects staff additions related to the ESSA acquisition, merit-based annual increases in base salaries, higher incentive compensation accruals (due to strong financial performance in 2025), increased retirement plan contribution accruals and higher health insurance costs. Occupancy expense also increased, largely due to higher rent associated with additional full-service office locations added both before and after the ESSA acquisition. Technology expense increased, primarily due to the above-mentioned ESSA acquisition and investments in automation applications. In addition, the full-year 2025 included increases in the amortization of core deposit intangibles and other non-interest expenses, which were impacted by business development activities. Income Tax Expense Income tax expense was $16.3 million in 2025, compared to $12.8 million in 2024. The effective tax rates were 19.81% and 18.98% for 2025 and 2024, respectively. The effective tax rate for the periods differed from the federal statutory rate of 21.0% principally as a result of tax-exempt income from securities and loans as well as earnings from bank owned life insurance. 46 Table of Contents Year Ended December 31, 2024 vs. Year Ended December 31, 2023 Overview of the Statements of Income and Comprehensive Income Earnings were $50.3 million, or $2.39 per diluted share, for the year ended December 31, 2024, compared to earnings of $53.7 million, or $2.55 per diluted share, for the year ended December 31, 2023. The decrease in diluted earnings per share in the year ended December 31, 2024 was primarily due to the rise in deposit costs year over year. In addition, during the year ended December 31, 2024, the Corporation repurchased 23,988 shares of common stock at a weighted average price per share of $18.33, compared to repurchases of 326,459 shares of common stock at a weighted average price per share of $20.08 during the year ended December 31, 2023. PPNR, a non-GAAP measure, was $76.6 million for the year ended December 31, 2024, compared to $77.8 million for the year ended December 31, 2023. The decrease in PPNR for the year ended December 31, 2024 compared to the year ended December 31, 2023, was primarily driven by the year-over-year increase in deposit costs combined with increases in certain personnel costs (primarily from new offices and personnel added in the recently added expansion markets of Cleveland, OH and Roanoke, VA) and the growth in technology expenses for recently completed full implementation of certain franchise-wide business development and customer management applications. Return on average equity was 9.21% for the year ended December 31, 2024, compared to 10.54% for the year ended December 31, 2023. Return on average tangible common equity, a non-GAAP measure, was 10.25% for the year ended December 31, 2024, compared to 11.98% for the year ended December 31, 2023. The Corporation's efficiency ratio was 66.20% for the year ended December 31, 2024, compared to 65.13% for the year ended December 31, 2023. The efficiency ratio on a fully tax-equivalent basis, a non-GAAP ratio, was 65.47% for the year ended December 31, 2024, compared to 64.45% the year ended December 31, 2023. The increase was primarily the result of rising deposit costs coupled with higher salaries and benefits and technology expenses. Interest Income and Expense Net interest income was $187.5 million for the year ended December 31, 2024, compared to $189.8 million for the year ended December 31, 2023. The decrease of $2.4 million, or 1.24%, was primarily due to an increase in the Corporation's interest expense as a result of targeted interest-bearing deposit rate increases to ensure both deposit growth and retention, more than offsetting the interest income growth from both year-over-year loan growth and the impact of higher interest rates for much of the 2024 year resulting in greater income on loans, coupled with a higher average balance of earnings excess liquidity maintained as interest-bearing deposits with the Federal Reserve. Net interest margin was 3.41% and 3.63% for the years ended December 31, 2024 and 2023, respectively. Net interest margin on a fully tax-equivalent basis, a non-GAAP measure, was 3.39% and 3.61% for the years ended December 31, 2024,and 2023, respectively. The yield on earning assets for the year ended December 31, 2024 was 5.88%, an increase of 31 basis points from December 31, 2023. The increase was primarily a result of loan growth and the net benefit of higher interest rates on both variable-rate loans and new loan production. The yield on earning assets for the year ended December 31, 2023 included the previously mentioned $1.4 million, or three basis points, in one-time syndicated loan interest income. Provision for Credit Losses The Corporation recorded a provision for credit losses of $9.2 million in 2024 compared to $6.0 million in 2023. Included in the provision for credit losses for the year ended December 31, 2024 was a $185 thousand expense related to the allowance for unfunded commitments compared to $156 thousand for the year ended December 31, 2023. The $3.2 million increase in the provision expense for the year ended December 31, 2024 compared to the year ended December 31, 2023, was primarily a result of the higher loan portfolio growth. Net loan charge-offs were $7.5 million during the year ended December 31, 2024, compared to $3.4 million during the year ended December 31, 2023. As disclosed in "Allowance for Credit Losses" discussion above, management estimates the allowance balance using relevant available information, from internal and external sources, relating to past events, current conditions, reasonable and supportable forecasts, and other significant qualitative and quantitative factors. Management believes the charges to the provision for credit losses in 2024 were appropriate and the allowance for credit losses was adequate to absorb losses in the loan portfolio at December 31, 2024. 47 Table of Contents Non-Interest Income Total non-interest income was $39.1 million for the year ended December 31, 2024, compared to $33.3 million for the year ended December 31, 2023. During the year ended December 31, 2024, notable changes compared to the year ended December 31, 2023 included an increase in higher pass-through income from SBICs coupled with an increase in net realized and unrealized gains on equity securities and an increase in wealth and asset management fees. Non-Interest Expense For the year ended December 31, 2024, total non-interest expense was $150.0 million, compared to $145.3 million for the year ended December 31, 2023. The increase of $4.7 million, or 3.21%, from the year ended December 31, 2023 was primarily a result of an increase in salaries and benefits and technology expenses. The increase in salaries and benefits was driven by an increase in personnel costs related to annual merit increases and growth in the Corporation's staff and new offices in its expansion markets (Cleveland, OH and Roanoke, VA), while the increase in technology was primarily due to usage and licensing increases in year-over-year investments in applications aimed at enhancing both customer online banking capabilities, customer call center communications and in-branch technology delivery channels. Income Tax Expense Income tax expense was $12.8 million in 2024 compared to $13.8 million in 2023. The effective tax rates were 18.98% and 19.22% for 2024 and 2023, respectively. The effective tax rate for the periods differed from the federal statutory rate of 21.0% principally as a result of tax-exempt income from securities and loans as well as earnings from bank owned life insurance. Off-Balance Sheet Arrangements Assets under management and assets under custody are held in fiduciary or custodial capacity for the Corporation's clients. In accordance with GAAP, these assets are not included on the Corporation's balance sheet. The Corporation is also party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of the Corporation's clients. These financial instruments include commitments to extend credit and standby letters of credit. Further discussion of these commitments is included Note 19, "Off-Balance Sheet Commitments and Contingencies." Critical Accounting Policies and Estimates The Corporation's consolidated financial statements are prepared in accordance with GAAP and follow general practices within the industries in which the Corporation operates. The most significant accounting policies used by the Corporation are presented in Note 1, "Summary of Significant Accounting Policies," to the consolidated financial statements. Application of these principles requires management to make estimates or judgments that affect the amounts reported in the financial statements and accompanying notes. These estimates are based on information available as of the date of the financial statements; accordingly, as this information changes, the financial statements could reflect different estimates or judgments. In management’s opinion, some of these estimates and assumptions have a more significant impact than others on the Corporation's financial reporting. For the Corporation, these estimates and assumptions include accounting for the allowance for credit losses, fair value measurements, and goodwill. Allowance for Credit Losses The Corporation's allowance for credit losses is a critical accounting policy that requires the most significant judgments and estimates used in preparation of its consolidated financial statements. In determining the appropriate estimate for the allowance for credit losses, management considers a number of factors relative to both individually evaluated credits in the loan portfolio and macro-economic factors relative to the economy of the U.S. as a whole and the economies of the areas in which the Corporation does business. Management performs a quarterly evaluation of the adequacy of the allowance for credit losses. Management considers a variety of factors in establishing this estimate. This evaluation is inherently subjective as it requires material estimates by management that may be susceptible to significant change based on changes in economic and real estate market conditions. 48 Table of Contents The evaluation is comprised of specific and pooled components. The specific component is the Corporation's evaluation of credit loss on individually evaluated loans based on the fair value of the collateral less estimated selling costs if collateral dependent or based on the present value of expected future cash flows discounted at the loan's initial effective interest rate if not collateral dependent. The majority of the Corporation's loans subject to individual evaluation are considered collateral dependent. All other loans are evaluated collectively for credit loss by pooling loans based on similar risk characteristics. As a significant percentage of the Corporation's loan portfolio is collateralized by real estate, appraisals of the underlying value of property securing loans are critical in determining the charge-offs for specific loans. Assumptions are instrumental in determining the value of properties. Overly optimistic assumptions or negative changes to assumptions could significantly affect the valuation of a property securing a loan and the related allowance determined. Management carefully reviews the assumptions supporting such appraisals to determine that the resulting values reasonably reflect amounts realizable on the related loans. The pooled component of the evaluation is determined by applying reasonable and supportable economic forecasts and historical averages to the remaining loans segmented by similar risk characteristics. The key assumptions used in projecting future loss rates include the economic forecast, the forecast and reversion to mean time periods, and prepayment and curtailment assumptions. The assumptions are used to calculate and aggregate estimated cash flows for the time period that remains in each loan's contractual life. The cash flows are discounted back to the balance sheet date using each loan's effective yield, to arrive at a present value of future cash flows, which is compared to the amortized cost basis of the loan pool to determine the amount of allowance for credit loss required by the calculation. One of the most significant judgments used in projecting loss rates when estimating the allowance for credit loss is the macro-economic forecast provided by a third party. The economic indices sourced from the macro-economic forecast and used in projecting loss rates are national unemployment rate and changes in home values. The economic index used in the calculation to which the calculation is most sensitive is the national unemployment rate. Changes in the macro-economic forecast, especially for the national unemployment rate, could significantly impact the calculated estimated credit losses between reporting periods. Other key assumptions in the calculation of the allowance for credit loss include the forecast and reversion to mean time periods and prepayment and curtailment assumptions. The macro-economic forecast is applied for a reasonable and supportable time period before reverting to long-term historical averages for each economic index. The forecast and reversion to mean time period used for each economic index at December 31, 2025 were four quarters and eight quarters, respectively. Prepayment and curtailment assumptions are based on the Corporation's historical experience over the trailing 12 months and are adjusted by management as deemed necessary. The prepayment and curtailment assumptions vary based on segment. The quantitative estimated losses are supplemented by more qualitative factors that impact potential losses. Qualitative factors include changes in underwriting standards, changes in lending staff, changes in environmental conditions, delinquency level, segment growth rates and changes in duration within new markets, or other relevant factors. The allowance for credit loss may be materially affected by these qualitative factors, especially during periods of economic uncertainty, for items not reflected in the lifetime credit loss calculation, but which are deemed appropriate by management's current assessment of the risks related to the loan portfolio and/or external factors. The qualitative factors applied at December 31, 2025, and the importance and levels of the qualitative factors applied, may change in future periods depending on the level of changes to items such as the uncertainty of economic conditions and management's assessment of the level of credit risk within the loan portfolio as a result of such changes, compared to the amount of allowance for credit loss calculated by the model. The evaluation of qualitative factors is inherently imprecise and requires significant management judgment. While management utilizes its best judgment and information available, the adequacy of the allowance for credit loss is determined by certain factors outside of the Corporation's control, such as the performance of the Corporation's portfolios, changes in the economic environment including economic uncertainty, changes in interest rates, and the view of the regulatory authorities toward classification of assets and the level of allowance for credit loss. Additionally, the level of allowance for credit loss may fluctuate based on the balance and mix of the loan portfolio. If actual results differ significantly from management's assumptions, the Corporation's allowance for credit loss may not be sufficient to cover inherent losses in the Corporation's loan portfolio, resulting in additions to the Corporation's allowance for credit loss and an increase in the provision for credit losses. 49 Table of Contents Fair Value Measurements The Corporation uses fair value measurements to record certain financial instruments and to determine fair value disclosures. Equity securities, AFS debt securities, mortgage loans held for sale, and interest rate swap agreements are financial instruments recorded at fair value on a recurring basis. Additionally, from time to time, the Corporation may be required to record at fair value other financial assets on a nonrecurring basis. These nonrecurring fair value adjustments typically involve write-downs of, or specific reserves against, individual assets. GAAP establishes a three-level hierarchy for disclosure of assets and liabilities recorded at fair value. The classification of assets and liabilities within the hierarchy is based on whether the inputs to the valuation methodology used in the measurement are observable or unobservable. Observable inputs reflect market-driven or market-based information obtained from independent sources, while unobservable inputs reflect our estimates about market data. The degree of management judgment involved in determining the fair value of a financial instrument is dependent upon the availability of quoted market prices or observable market data. For financial instruments that trade actively and have quoted market prices or observable market data, there is minimal subjectivity involved in measuring fair value. When observable market prices and data are not fully available, management judgment is necessary to estimate fair value. In addition, changes in the market conditions may reduce the availability of quoted prices or observable data. For example, reduced liquidity in the capital markets or changes in secondary market activities could result in observable market inputs becoming unavailable. Therefore, when market data is not available, we use valuation techniques that require more management judgment to estimate the appropriate fair value measurement. Fair value is discussed further in Note 1, "Summary of Significant Accounting Policies" and in Note 5, "Fair Value." Business Combinations and Goodwill For mergers and acquisitions, the Corporation is required to record the assets acquired, including identified intangible assets such as core deposit intangibles, and the liabilities assumed at their fair value. The difference between consideration and the net fair value of assets acquired is recorded as goodwill. Management uses significant estimates and assumptions to value such items, including projected cash flows, repayment rates, default rates and losses assuming default, discount rates, and realizable collateral values. The allowance for credit losses for PSL and PCD loans is recognized within acquisition accounting. Fair value adjustments are amortized or accreted into the income statement over the estimated life of the acquired assets or assumed liabilities. The purchase date valuations and any subsequent adjustments determine the amount of goodwill recognized in connection with the merger or acquisition. The use of different assumptions could produce significantly different valuation results, which could have material positive or negative effects on our results of operations. The carrying value of goodwill recorded must be reviewed for impairment on an annual basis, as well as on an interim basis if events or changes indicate that the asset might be impaired. An impairment loss must be recognized for any excess of carrying value over fair value of the goodwill. The determination of fair values is based on valuations using management’s assumptions of future growth rates, future attrition, discount rates, multiples of earnings or other relevant factors. In addition, the Corporation engages third party specialists to assist in the development of fair values. Preliminary estimates of fair values may be adjusted for a period of time subsequent to the merger or acquisition date if new information is obtained about facts and circumstances that existed as of the merger or acquisition date that, if known, would have affected the measurement of the amounts recognized as of that date. Adjustments recorded during this period are recognized in the current reporting period. Management uses various valuation methodologies to estimate the fair value of these assets and liabilities, and often involves a significant degree of judgment, particularly when liquid markets do not exist for the particular item being valued. Examples of such items include loans, deposits, identifiable intangible assets, and certain other assets and liabilities. Changes in these factors, as well as downturns in economic or business conditions, could have a significant adverse impact on the carrying value of assets, including goodwill and liabilities, which could result in impairment losses affecting our financial statements as a whole and our banking subsidiary in which the goodwill resides. 50 Table of Contents Non-GAAP Financial Measures The following tables reconcile the non-GAAP financial measures to their most directly comparable measures under GAAP. Twelve Months Ended December 31, 2025 December 31, 2024 Calculation of net income available to common (GAAP): Net income $ 66,131  $ 54,575  Less: preferred stock dividends 4,302  4,302  Net income available to common shareholders $ 61,829  $ 50,273  Adjusted calculation of net income available to common (non-GAAP): Net income available to common shareholders $ 61,829  $ 50,273  Add: merger transaction related expenses, net of tax (non-GAAP) 11,600  —  Adjusted net income available to common shareholders (non-GAAP) $ 73,429  $ 50,273  Twelve Months Ended December 31, 2025 December 31, 2024 Calculation of merger transaction related expenses, net of tax (non-GAAP) (1): Merger transaction related expenses - non deductible $ 3,234  $ —  Merger transaction related expenses - deductible 10,590  —  Statutory federal tax rate 21  % 21  % Tax benefit (expense) of merger and integration costs (non-GAAP) 2,224  —  Merger transaction related expenses - deductible, net of tax 8,366  —  Merger transaction related expenses, net of tax (non-GAAP) $ 11,600  $ —  (1) Merger transaction related expenses represent legal, advisory, severance, technology conversion, and other expenses directly related to the ESSA acquisition. Management believes exclusion of these non-recurring charges provides more meaningful period-over-period comparisons of operating performance. Years Ended December 31, 2025 2024 Calculation of PPNR (non-GAAP): (1) Net interest income $ 242,036  $ 187,469  Add: Non-interest income 40,165  39,114  Less: Non-interest expense 190,881  150,002  PPNR (non-GAAP) $ 91,320  $ 76,581  Adjusted calculation of PPNR (non-GAAP): (1) Net interest income $ 242,036  $ 187,469  Add: Non-interest income 40,165  39,114  Less: Non-interest expense 190,881  150,002  Add: Merger and integration costs (non-GAAP) 13,824  Adjusted PPNR (non-GAAP) $ 105,144  $ 76,581  (1) Management believes that this is an important metric as it illustrates the underlying performance of the Corporation, it enables investors and others to assess the Corporation's ability to generate capital to cover credit losses through the credit cycle and provides consistent reporting with a key metric used by bank regulatory agencies. 51 Table of Contents Twelve Months Ended December 31, 2025 December 31, 2024 Basic earnings per common share computation: Net income available to common shareholders $ 61,829  $ 50,273  Less: net income available to common shareholders allocated to participating securities 476  388  Net income available to common shareholders allocated to common stock $ 61,353  $ 49,885  Weighted average common shares outstanding, including shares considered participating securities 24,755  20,993  Less: average participating securities 169  155  Weighted average shares 24,586  20,838  Basic earnings per common share $ 2.50  $ 2.39  Diluted earnings per common share computation: Net income available to common shareholders allocated to common stock $ 61,353  $ 49,885  Weighted average common shares outstanding for basic earnings per common share 24,586  20,838  Add: dilutive effect of stock compensation 83  62  Weighted average shares and dilutive potential common shares 24,669  20,900  Diluted earnings per common share $ 2.49  $ 2.39  Adjusted basic earnings per common share computation (non-GAAP): Net income available to common shareholders $ 61,829  $ 50,273  Add: merger transaction related expenses, net of tax (non-GAAP) 11,600  —  Less: net income available to common shareholders allocated to participating securities 476  388  Adjustment to net income available to common shareholders allocated to participating securities for merger transaction related expenses, net of tax (non-GAAP) 79  —  Adjusted net income available to common shareholders allocated to common stock (non-GAAP) $ 72,874  $ 49,885  Weighted average common shares outstanding, including shares considered participating securities 24,755  20,993  Less: average participating securities 169  155  Weighted average shares 24,586  20,838  Adjusted basic earnings per common share (non-GAAP) $ 2.96  $ 2.39  Adjusted diluted earnings per common share computation (non-GAAP): Adjusted net income available to common shareholders allocated to common stock (non-GAAP) $ 72,874  $ 49,885  Weighted average common shares outstanding for basic earnings per common share 24,586  20,838  Add: dilutive effect of stock compensation 83  62  Weighted average shares and dilutive potential common shares 24,669  20,900  Adjusted diluted earnings per common share (non-GAAP) $ 2.95  $ 2.39  52 Table of Contents December 31, December 31, 2025 2024 Calculation of tangible book value per common share and tangible common equity / tangible assets (non-GAAP): Shareholders' equity $ 872,127  $ 610,695  Less: preferred equity 57,785  57,785  Common shareholders' equity 814,342  552,910  Less: goodwill and other intangibles 88,512  43,874  Less: core deposit intangible 33,693  206  Tangible common equity (non-GAAP) $ 692,137  $ 508,830  Total assets $ 8,396,435  $ 6,192,010  Less: goodwill and other intangibles 88,512  43,874  Less: core deposit intangible 33,693  206  Tangible assets (non-GAAP) $ 8,274,230  $ 6,147,930  Ending shares outstanding 29,473,352  20,987,992  Book value per common share (GAAP) $ 27.63  $ 26.34  Tangible book value per common share (non-GAAP) $ 23.48  $ 24.24  Common shareholders' equity / Total assets (GAAP) 9.70  % 8.93  % Tangible common equity / Tangible assets (non-GAAP) 8.36  % 8.28  % Years Ended December 31, 2025 2024 Calculation of net interest margin: Interest income $ 392,345  $ 325,470  Interest expense 150,309  138,001  Net interest income $ 242,036  $ 187,469  Average total earning assets $ 6,629,434  $ 5,499,187  Net interest margin (GAAP) 3.65  % 3.41  % Calculation of net interest margin (fully tax equivalent basis) (non-GAAP): Interest income $ 392,345  $ 325,470  Tax equivalent adjustment (non-GAAP) 1,177  955  Adjusted interest income (fully tax equivalent basis) (non-GAAP) 393,522  326,425  Interest expense 150,309  138,001  Net interest income (fully tax equivalent basis) (non-GAAP) $ 243,213  $ 188,424  Average total earning assets $ 6,629,434  $ 5,499,187  Less: average mark to market adjustment on investments (non-GAAP) (41,218) (53,087) Adjusted average total earning assets, net of mark to market (non-GAAP) $ 6,670,652  $ 5,552,274  Net interest margin, fully tax equivalent basis (non-GAAP) 3.65  % 3.39  % Calculation of net interest margin, excluding purchase accounting loan accretion (fully tax equivalent basis) (non-GAAP) (1): Net interest income (fully tax equivalent basis) (non-GAAP) $ 243,213  $ 188,424  Less: purchase accounting loan accretion (6,578) 0  Adjusted net interest income (fully tax equivalent basis) (non-GAAP) $ 236,635  $ 188,424  Adjusted average total earning assets, net of mark to market (non-GAAP) $ 6,670,652  $ 5,552,274  Adjusted net interest margin, fully tax equivalent basis (non-GAAP) (annualized) 3.55  % 3.39  % (1) Purchase accounting loan accretion represents income recognized on estimated fair value adjustments to acquired loans. 53 Table of Contents Years Ended December 31, 2025 2024 Calculation of efficiency ratio: Non-interest expense $ 190,881  $ 150,002  Non-interest income $ 40,165  $ 39,114  Net interest income 242,036  187,469  Total revenue $ 282,201  $ 226,583  Efficiency ratio 67.64  % 66.20  % Calculation of efficiency ratio (fully tax equivalent basis) (non-GAAP): Non-interest expense $ 190,881  $ 150,002  Less: core deposit intangible amortization 1,848  73  Adjusted non-interest expense (non-GAAP) $ 189,033  $ 149,929  Non-interest income $ 40,165  $ 39,114  Net interest income $ 242,036  187,469  Less: tax exempt investment and loan income, net of TEFRA (non-GAAP) 6,551  5,635  Add: tax exempt investment and loan income (fully tax equivalent basis) (non-GAAP) 9,266  8,068  Adjusted net interest income (fully tax equivalent basis) (non-GAAP) 244,751  189,902  Adjusted net revenue (fully tax equivalent basis) (non-GAAP) $ 284,916  $ 229,016  Efficiency ratio (fully tax equivalent basis) (non-GAAP) 66.35  % 65.47  % Adjusted calculation of efficiency ratio (fully tax equivalent basis) (non-GAAP): Adjusted non-interest expense (non-GAAP) $ 189,033  $ 149,929  Less: merger and integration costs (non-GAAP) 13,824  —  Adjusted non-interest expense (non-GAAP) $ 175,209  $ 149,929  Adjusted net revenue (fully tax equivalent basis) (non-GAAP) $ 284,916  $ 229,016  Adjusted efficiency ratio (fully tax equivalent basis) (non-GAAP) 61.49  % 65.47  % 54 Table of Contents Years Ended December 31, 2025 2024 Calculation of return on average tangible common equity (non-GAAP): Net income $ 66,131  $ 54,575  Less: preferred stock dividends 4,302  4,302  Net income available to common shareholders $ 61,829  $ 50,273  Average shareholders' equity $ 723,241  $ 592,550  Less: average goodwill & intangibles 81,548  44,118  Less: average preferred equity 57,785  57,785  Tangible common shareholders' equity (non-GAAP) $ 583,908  $ 490,647  Return on average equity (GAAP) 9.14  % 9.21  % Return on average common equity (GAAP) 9.29  % 9.40  % Return on average tangible common equity (non-GAAP) 10.59  % 10.25  % Adjusted calculation of return on average equity (non-GAAP): Net income $ 66,131  $ 54,575  Add: merger transaction related expenses, net of tax (non-GAAP) 11,600  —  Adjusted net income (non-GAAP) $ 77,731  $ 54,575  Average shareholders' equity $ 723,241  $ 592,550  Adjusted return on average equity (non-GAAP) (annualized) 10.75  % 9.21  % Adjusted calculation of return on average tangible common equity (non-GAAP): Net income available to common shareholders $ 61,829  $ 50,273  Add: merger transaction related expenses, net of tax (non-GAAP) 11,600  —  Adjusted net income available to common shareholders $ 73,429  $ 50,273  Average tangible common shareholders' equity (non-GAAP) $ 583,908  $ 490,647  Adjusted return on average tangible common equity (non-GAAP) (annualized) 12.58  % 10.25  % 55 Table of Contents