CCNEHIGH SIGNALFINANCIAL10-K

CCNE completed a major all-stock acquisition of ESSA Bancorp in July 2025, dramatically expanding its balance sheet with total assets growing 35.6% to $8.4B while reducing debt by 76.3%.

This transformative acquisition significantly increases CCNE's scale and market presence, with the all-stock structure preserving cash while substantially boosting stockholders' equity by 42.8%. The transaction appears successful given improved profitability metrics and reduced credit provisions, suggesting effective integration and enhanced operational efficiency.

Comparing 2026-03-11 vs 2025-03-06View on EDGAR →
FINANCIAL ANALYSIS

The ESSA acquisition drove substantial balance sheet expansion with total assets increasing 35.6% to $8.4B and deposits growing 30.8% to $7.0B, while the all-stock transaction structure enabled a dramatic 76.3% reduction in total debt and 42.8% increase in stockholders' equity. Operationally, the enlarged entity demonstrated strong performance with net income rising 21.2% and net interest income up 20.5%, while provision for credit losses declined 60.9%, indicating improved asset quality. The combination of significant scale expansion with enhanced profitability and reduced credit risk suggests a highly successful strategic acquisition.

FINANCIAL STATEMENT CHANGES
Total Debt
Balance Sheet
-76.3%
$298.5M→$70.6M

Debt reduced 76.3% — deleveraging strengthens balance sheet and reduces financial risk.

Capital Expenditure
Cash Flow
-61.1%
$16.3M→$6.3M

Capex reduced 61.1% — investment cycle winding down or capital discipline; may improve near-term free cash flow.

Provision for Credit Losses
P&L
-60.9%
$15.4M→$6.0M

Provisions reduced 60.9% — improving credit quality or reserve release boosting reported earnings.

Stockholders Equity
Balance Sheet
+42.8%
$610.7M→$872.1M

Equity base grew 42.8% — retained earnings accumulation or equity issuance strengthening the balance sheet.

Total Assets
Balance Sheet
+35.6%
$6.2B→$8.4B

Asset base grew 35.6% — expansion through organic growth, acquisitions, or capital deployment.

Total Liabilities
Balance Sheet
+34.8%
$5.6B→$7.5B

Liabilities grew 34.8% — significant increase in debt or obligations, assess impact on financial flexibility.

Total Deposits
Balance Sheet
+30.8%
$5.4B→$7.0B

Deposits grew 30.8% — expanding customer base or increased trust in the institution.

Net Income
P&L
+21.2%
$54.6M→$66.1M

Net income grew 21.2% — bottom-line growth signals improving overall business health.

Net Interest Income
P&L
+20.5%
$325.5M→$392.3M

Net interest income grew 20.5% — benefiting from rate environment or loan book expansion.

Cash & Equivalents
Balance Sheet
+19.2%
$443.0M→$527.9M

Cash grew 19.2% — improving liquidity position supports investment and shareholder returns.

LANGUAGE CHANGES
NEW — 2026-03-11
PRIOR — 2025-03-06
ADDED
On July 23, 2025, the Corporation completed its previously announced acquisition of ESSA Bancorp, Inc.
("ESSA") and its subsidiary bank, ESSA Bank Trust Company ("ESSA Bank"), pursuant to the definitive merger agreement (the "Merger Agreement") dated as of January 9, 2025.
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.
The ESSA acquisition has extended CNB Bank s branch network into the Northeastern Region including the Lehigh Valley of Pennsylvania through the addition of ESSA s 20 community offices.
In 2025, the Corporation acquired ESSA Bancorp, Inc., and its subsidiary, ESSA Bank Trust Company.
The Bank currently operates twenty full-service branch locations as ESSA Bank, a division of the Bank, with its headquarters in Stroudsburg, Pennsylvania.
REMOVED
Relates to an immaterial revision having no impact on our consolidated balance sheets, consolidated statements of income and comprehensive income, consolidated statements of changes in shareholders' equity or consolidated statements of cash flows as of and for the years ended December 31, 2024, 2023, and 2022.
Refer to Note 1 of our Consolidated Financial Statements for further information on the revision.
In 2016, the Bank received regulatory approval to conduct business in the State of New York as BankOnBuffalo, a division of the Bank.
BankOnBuffalo, a division of the Bank, operates in the New York counties of Erie and Niagara.
Ridge View Bank, a division of the Bank, operates in the Virginia counties of Botetourt, Craig, Franklin, and Roanoke.
On January 9, 2025, the Corporation and CNB Bank entered into a definitive merger agreement (the Merger Agreement ) with ESSA Bancorp, Inc.
( ESSA ) and its subsidiary bank, ESSA Bank Trust Company ( ESSA Bank ), pursuant to which the Corporation will acquire ESSA in an all-stock transaction.
Subject to the terms and conditions of the Merger Agreement, which has been approved by the boards of directors of each party, ESSA will merge with and into the Corporation, with the Corporation as the surviving entity, and immediately thereafter, ESSA Bank will merge with and into the Bank, with the Bank as the surviving bank (the Merger ).
Under the terms of the Merger Agreement, each outstanding share of ESSA common stock will be converted into the right to receive 0.8547 shares of the Corporation s common stock.
The transaction is currently expected to close in the third quarter of 2025, subject to customary closing conditions, including the receipt of regulatory approvals and approvals by the shareholders of ESSA and the Corporation.
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