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CNB FINANCIAL CORP/PA

For the period ended Jan 27, 2026. Filed Jan 27, 2026.

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About this filing

A notice of a major event between regular reports, such as results, a deal or a change of executives. It is often the first formal record of the news.

Jan 27, 2026 · Filed Jan 27, 2026

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EX-99.1 · Forward-Looking Statements

Forward-Looking Statements

This press release 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 the Corporation’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 the Corporation’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.” The Corporation’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 loan 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 the Corporation's financial position and results of operations. For more information about factors that could cause actual results to differ from those discussed in the forward-looking statements, please refer to the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of and the forward-looking statement disclaimers in the Corporation’s annual and quarterly reports filed with the Securities and Exchange Commission.

The forward-looking statements are based upon management’s beliefs and assumptions and are made as of the date of this press release. Factors or events that could cause the Corporation’s actual results to differ may emerge from time to time, and it is not possible for the Corporation to predict all of them. The Corporation undertakes no obligation to publicly update or revise any forward-looking statements included in this press release or to update the reasons why actual results could differ from those contained in such statements, 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 in this press release might not occur and you should not put undue reliance on any forward-looking statements.

Three Months Ended · Twelve Months Ended
December 31, 2025September 30, 2025December 31, 2024December 31, 2025December 31, 2024
Income Statement
Interest and fees on loans$105,064$98,092$74,164$350,943$293,544
Interest and dividends on securities and cash and cash equivalents10,48610,5539,51441,40231,926
Interest expense(41,271)(41,516)(34,634)(150,309)(138,001)
Net interest income74,27967,12949,044242,036187,469
Provision for (reversal of) credit losses(15,495)18,4562,9308,8559,222
Net interest income after provision for credit losses89,77448,67346,114233,181178,247
Non-interest income
Wealth and asset management fees3,9252,3591,97610,1897,845
Service charges on deposit accounts2,2092,2221,7127,8016,990
Other service charges and fees4454807701,8622,973
Net realized gains on available-for-sale securities771397831,16874
Net realized and unrealized gains (losses) on equity securities280664(13)1,262754
Mortgage banking29219693756673
Bank owned life insurance2,0599757844,7703,110
Card processing and interchange income2,5042,3362,2229,2258,666
Other non-interest income (expense)(401)9372,6943,1328,029
Total non-interest income12,08410,56610,32140,16539,114
Non-interest expenses
Salaries and benefits26,47223,33918,50189,72374,536
Net occupancy expense of premises5,3294,8233,81618,22214,737
Technology expense7,4195,4855,74323,74421,805
Amortization of core deposit intangible1,035780161,84873
Advertising expense9967546842,8202,545
State and local taxes1,4081,2921,0905,2934,726
Legal, professional, and examination fees1,0041,6379864,4874,217
FDIC insurance premiums1,2019408644,0633,718
Card processing and interchange expenses1,4701,3001,3255,1834,575
Merger and integration costs7,7834,155—13,824—
Other non-interest expense5,9525,6524,78021,67419,070
Total non-interest expenses60,06950,15737,805190,881150,002
Income before income taxes41,7899,08218,63082,46567,359
Income tax expense8,1402,0373,56616,33412,784
Net income33,6497,04515,06466,13154,575
Preferred stock dividends1,0761,0761,0764,3024,302
Net income available to common shareholders$32,573$5,969$13,988$61,829$50,273
Ending shares outstanding29,473,35229,477,42920,987,99229,473,35220,987,992
Average diluted common shares outstanding29,400,41827,280,29820,929,88524,669,41320,900,037
Diluted earnings per common share$1.10$0.22$0.66$2.49$2.39
Adjusted diluted earnings per common share (non-GAAP) (1)$0.87$0.82$0.66$2.95$2.39
Cash dividends per common share$0.18$0.18$0.18$0.72$0.71
Dividend payout ratio16%82%27%29%30%
Adjusted dividend payout ratio (non-GAAP) (1)21%22%27%24%30%
Three Months Ended · Twelve Months Ended
December 31, 2025September 30, 2025December 31, 2024December 31, 2025December 31, 2024
Average Balances
Total loans and loans held for sale$6,489,706$5,971,441$4,556,770$5,436,151$4,491,304
Investment securities826,176843,441744,149817,204733,055
Total earning assets7,666,3697,209,3665,674,7946,629,4345,499,187
Total assets8,285,2897,783,9956,085,2777,137,1975,894,958
Noninterest-bearing deposits1,138,4841,078,091832,168965,942781,780
Interest-bearing deposits5,863,2255,477,0574,442,1505,122,9424,328,430
Shareholders' equity856,930776,976612,184723,241592,550
Tangible common shareholders' equity (non-GAAP) (1)670,094611,364510,308583,908490,647
Average Yields (annualized)
Total loans and loans held for sale6.44%6.54%6.50%6.47%6.55%
Investment securities3.12%2.89%2.40%2.90%2.19%
Total earning assets5.97%5.96%5.84%5.90%5.88%
Interest-bearing deposits2.55%2.75%3.00%2.74%3.08%
Interest-bearing liabilities2.65%2.83%3.03%2.81%3.11%
Performance Ratios (annualized)
Return on average assets1.61%0.36%0.98%0.93%0.93%
Adjusted return on average assets (non-GAAP) (1)1.29%1.20%0.98%1.09%0.93%
Return on average equity15.58%3.60%9.79%9.14%9.21%
Adjusted return on average equity (non-GAAP) (1)12.46%12.05%9.79%10.75%9.21%
Return on average tangible common equity (non-GAAP) (1)19.29%3.87%10.90%10.59%10.25%
Adjusted return on average tangible common equity (non-GAAP) (1)15.30%14.62%10.90%12.58%10.25%
Net interest margin, fully tax equivalent basis (non-GAAP) (1)3.84%3.69%3.43%3.65%3.39%
Efficiency ratio, fully tax equivalent basis (non-GAAP) (1)67.73%62.97%63.02%66.35%65.47%
Adjusted efficiency ratio, fully tax equivalent basis (non-GAAP) (1)58.80%57.67%63.02%61.49%65.47%
Net Loan Charge-Offs
CNB Bank net loan charge-offs$1,115$623$1,719$5,512$5,782
Holiday Financial net loan charge-offs3793344251,6811,730
Total Corporation net loan charge-offs$1,494$957$2,144$7,193$7,512
Annualized net loan charge-offs / average total loans and loans held for sale0.09%0.06%0.19%0.13%0.17%
December 31, 2025September 30, 2025December 31, 2024
Ending Balance Sheet
Cash and due from banks$78,197$79,772$63,771
Interest-bearing deposits with Federal Reserve441,501351,943375,009
Interest-bearing deposits with other financial institutions8,1986,3734,255
Total cash and cash equivalents527,896438,088443,035
Debt securities available-for-sale, at fair value584,330533,553468,546
Debt securities held-to-maturity, at amortized cost242,138249,247306,081
Equity securities10,86510,50510,456
Loans held for sale2,517—762
Loans receivable
Syndicated loans70,79871,85279,882
Loans6,422,9426,396,3444,529,074
Total loans receivable6,493,7406,468,1964,608,956
Less: allowance for credit losses(67,055)(67,684)(47,357)
Net loans receivable6,426,6856,400,5124,561,599
Goodwill and other intangibles88,51293,77343,874
Core deposit intangible33,69334,727206
Other assets479,799493,914357,451
Total Assets$8,396,435$8,254,319$6,192,010
Noninterest-bearing demand deposits$1,092,076$1,105,414$819,680
Interest-bearing demand deposits1,014,606970,752706,796
Savings3,822,6393,686,5113,122,028
Certificates of deposit1,097,7881,137,590722,860
Total deposits7,027,1096,900,2675,371,364
Short-term borrowings164,000181,604—
Subordinated debentures20,62020,62020,620
Subordinated notes, net of issuance costs84,87484,79884,570
Deposits held for sale88,11992,830—
Other liabilities139,586130,015104,761
Total liabilities7,524,3087,410,1345,581,315
Common stock———
Preferred stock57,78557,78557,785
Additional paid in capital422,653421,770219,876
Retained earnings424,935397,667381,296
Treasury stock(2,581)(2,476)(4,689)
Accumulated other comprehensive loss(30,665)(30,561)(43,573)
Total shareholders' equity872,127844,185610,695
Total liabilities and shareholders' equity$8,396,435$8,254,319$6,192,010
Book value per common share$27.63$26.68$26.34
Adjusted book value per common share (non-GAAP) (1)$28.02$27.30$26.34
Tangible book value per common share (non-GAAP) (1)$23.48$22.32$24.24
Adjusted tangible book value per common share (non-GAAP) (1)$23.88$22.94$24.24
December 31, 2025September 30, 2025December 31, 2024
Capital Ratios
Tangible common equity / tangible assets (non-GAAP) (1)8.36%8.10%8.28%
Adjusted tangible common equity / tangible assets (non-GAAP) (1)8.49%8.32%8.28%
Tier 1 leverage ratio (2)9.87%9.34%10.43%
Common equity tier 1 ratio (2)11.54%10.48%11.76%
Tier 1 risk-based ratio (2)12.77%11.67%13.41%
Total risk-based ratio (2)14.91%13.97%16.16%
Asset Quality Detail
Nonaccrual loans$39,845$36,013$56,323
Loans 90+ days past due and accruing4286653
Total nonperforming loans39,88736,09956,976
Other real estate owned2,2804,2542,509
Total nonperforming assets$42,167$40,353$59,485
Asset Quality Ratios
Nonperforming assets / Total loans + OREO0.65%0.62%1.29%
Nonperforming assets / Total assets0.50%0.49%0.96%
Ratio of allowance for credit losses on loans to nonaccrual loans168.29%187.94%84.08%
Allowance for credit losses / Total loans1.03%1.05%1.03%
Consolidated Financial Data Notes:
(1) 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. A reconciliation of these non-GAAP financial measures is provided below (dollars in thousands, except per share data).
(2) Capital ratios as of December 31, 2025 are estimated pending final regulatory filings.
Average Balances, Income and Interest Rates on a Taxable Equivalent Basis
Three Months Ended,
December 31, 2025 · September 30, 2025 · December 31, 2024
AverageBalance · AnnualRate · InterestInc./Exp. · AverageBalance · AnnualRate · InterestInc./Exp. · AverageBalance · AnnualRate · InterestInc./Exp.
ASSETS:
Securities:
Taxable (1) (4)$780,3742.93%$6,023$797,8662.92%$6,151$711,2862.36%$4,487
Tax-exempt (1) (2) (4)24,4602.6217124,5312.6217425,4892.67184
Equity securities (1) (2)21,34210.8058121,0441.79957,3745.77107
Total securities (4)826,1763.126,775843,4412.896,420744,1492.404,778
Loans receivable:
Commercial (2) (3)1,739,7336.7029,3951,642,7426.9828,9211,458,9026.7724,824
Commercial & residential mortgages and loans held for sale (2) (3)4,617,2326.2272,4144,201,3466.2165,7522,965,9146.1245,633
Consumer (3)132,74110.543,527127,35311.533,701131,95411.933,956
Total loans receivable (3)6,489,7066.44105,3365,971,4416.5498,3744,556,7706.5074,413
Interest-bearing deposits with the Federal Reserve and other financial institutions350,4874.283,777394,4844.194,165373,8755.084,771
Total earning assets7,666,3695.97$115,8887,209,3665.96$108,9595,674,7945.84$83,962
Noninterest-bearing assets:
Cash and due from banks77,22477,22459,445
Premises and equipment150,220145,087124,398
Other assets459,511414,410273,326
Allowance for credit losses(68,035)(62,092)(46,686)
Total non interest-bearing assets618,920574,629410,483
TOTAL ASSETS$8,285,289$7,783,995$6,085,277
LIABILITIES AND SHAREHOLDERS’ EQUITY:
Demand—interest-bearing$998,8970.94%$2,357$913,3371.00%$2,291$686,3590.83%$1,437
Savings3,728,1822.6324,7073,501,3262.8625,2003,068,4513.2625,139
Time1,136,1463.7210,6501,062,3943.9010,450687,3404.026,953
Total interest-bearing deposits5,863,2252.5537,7145,477,0572.7537,9414,442,1503.0033,529
Short-term borrowings187,7814.412,085218,8714.082,251—0.00—
Finance lease liabilities18,0599.1041418,0795.492502123.752
Subordinated notes and debentures105,4563.981,058105,3804.041,074105,1534.171,103
Total interest-bearing liabilities6,174,5212.65$41,2715,819,3872.83$41,5164,547,5153.03$34,634
Demand—noninterest-bearing1,138,4841,078,091832,168
Other liabilities115,354109,54193,410
Total Liabilities7,428,3597,007,0195,473,093
Shareholders’ equity856,930776,976612,184
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY$8,285,289$7,783,995$6,085,277
Interest income/Earning assets5.97%$115,8885.96%$108,9595.84%$83,962
Interest expense/Interest-bearing liabilities2.6541,2712.8341,5163.0334,634
Net interest spread3.32%$74,6173.13%$67,4432.81%$49,328
Interest income/Earning assets5.97%115,8885.96%108,9595.84%83,962
Interest expense/Earning assets2.1341,2712.2741,5162.4134,634
Net interest margin (fully tax-equivalent)3.84%$74,6173.69%$67,4433.43%$49,328

(1)Includes unamortized discounts and premiums.

(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 three months ended December 31, 2025, September 30, 2025 and December 31, 2024 was $338 thousand, $314 thousand and $284 thousand, respectively.

(3)Average loans receivable outstanding includes the average balance outstanding of all nonaccrual loans. Loans receivable consists 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 securities and amortized cost of HTM securities. Average yield has been computed using amortized cost average balance for AFS and HTM securities. The adjustment to the average balance for securities in the calculation of average yield for the three months ended December 31, 2025, September 30, 2025 and December 31, 2024 was $(35.2) million, $(39.1) million and $(47.0) million, respectively.

Average Balances, Income and Interest Rates on a Taxable Equivalent Basis
Twelve Months Ended,
December 31, 2025 · December 31, 2024
AverageBalance · AnnualRate · InterestInc./Exp. · AverageBalance · AnnualRate · InterestInc./Exp.
ASSETS:
Securities:
Taxable (1) (4)$778,1222.85%$23,331$700,0782.14%$16,059
Tax-exempt (1) (2) (4)24,6462.6470025,9192.60731
Equity securities (1) (2)14,4366.148867,0585.71403
Total securities (4)817,2042.9024,917733,0552.1917,193
Loans receivable:
Commercial (2) (3)1,579,7926.80107,3501,440,6676.8899,184
Commercial & residential mortgages and loans held for sale (2) (3)3,728,8276.17230,0332,920,5376.15179,645
Consumer (3)127,53211.4314,574130,10011.9515,547
Total loans receivable (3)5,436,1516.47351,9574,491,3046.55294,376
Interest-bearing deposits with the Federal Reserve and other financial institutions376,0794.4316,648274,8285.4114,856
Total earning assets6,629,4345.90$393,5225,499,1875.88$326,425
Noninterest-bearing assets:
Cash and due from banks67,77556,295
Premises and equipment138,465116,341
Other assets357,700269,167
Allowance for credit losses(56,177)(46,032)
Total non interest-bearing assets507,763395,771
TOTAL ASSETS$7,137,197$5,894,958
LIABILITIES AND SHAREHOLDERS’ EQUITY:
Demand—interest-bearing$832,2910.95%$7,894$705,4880.77%$5,451
Savings3,369,1842.8897,0333,052,0313.46105,675
Time921,4673.8735,638570,9113.9222,367
Total interest-bearing deposits5,122,9422.74140,5654,328,4303.08133,493
Short-term borrowings100,7344.304,336—0.00—
Finance lease liabilities17,0466.581,1222474.4511
Subordinated notes and debentures105,3424.074,286105,0394.284,497
Total interest-bearing liabilities5,346,0642.81$150,3094,433,7163.11$138,001
Demand—noninterest-bearing965,942781,780
Other liabilities101,95086,912
Total Liabilities6,413,9565,302,408
Shareholders’ equity723,241592,550
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY$7,137,197$5,894,958
Interest income/Earning assets5.90%$393,5225.88%$326,425
Interest expense/Interest-bearing liabilities2.81150,3093.11138,001
Net interest spread3.09%$243,2132.77%$188,424
Interest income/Earning assets5.90%393,5225.88%326,425
Interest expense/Earning assets2.25150,3092.49138,001
Net interest margin (fully tax-equivalent)3.65%$243,2133.39%$188,424

(1)Includes unamortized discounts and premiums.

(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 twelve months ended December 31, 2025 and 2024, was $1.2 million and $955 thousand, respectively.

(3)Average loans receivable outstanding includes the average balance outstanding of all nonaccrual loans. Loans receivable consists 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 securities and amortized cost of HTM securities. Average yield has been computed using amortized cost average balance for AFS and HTM securities. The adjustment to the average balance for securities in the calculation of average yield for the twelve months ended December 31, 2025 and 2024 was $(41.2) million and $(53.1) million, respectively.

Three Months Ended · Twelve Months Ended
December 31, 2025September 30, 2025December 31, 2024December 31, 2025December 31, 2024
Calculation of merger transaction related expenses and the provision adjustment related to adoption of ASU 2025-08, net of tax (non-GAAP) (1):
Merger transaction related expenses - non deductible$337$1,570$—$3,234$—
Merger transaction related expenses and the provision adjustment related to adoption of ASU 2025-08 - deductible(8,941)18,972—10,590—
Statutory federal tax rate21%21%21%21%21%
Tax benefit (expense) of merger and integration costs and day 1 non-PCD provision expense (non-GAAP)(1,878)3,984—2,224—
Merger transaction related expenses and the provision adjustment related to adoption of ASU 2025-08 - deductible, net of tax(7,063)14,988—8,366—
Merger transaction related expenses and the provision adjustment related to adoption of ASU 2025-08, net of tax (non-GAAP)$(6,726)$16,558$—$11,600$—
(1) Merger transaction related expenses and the provision adjustment related to adoption of ASU 2025-08 represent legal, advisory, severance, technology conversion, day one non-PCD provision expense (benefit), 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.
Three Months Ended · Twelve Months Ended
December 31, 2025September 30, 2025December 31, 2024December 31, 2025December 31, 2024
Calculation of net income available to common (GAAP):
Net income$33,649$7,045$15,064$66,131$54,575
Less: preferred stock dividends1,0761,0761,0764,3024,302
Net income available to common shareholders$32,573$5,969$13,988$61,829$50,273
Adjusted calculation of net income available to common (non-GAAP):
Net income available to common shareholders$32,573$5,969$13,988$61,829$50,273
Add: merger transaction related expenses and the provision adjustment related to adoption of ASU 2025-08, net of tax (non-GAAP)(6,726)16,558—11,600—
Adjusted net income available to common shareholders (non-GAAP)$25,847$22,527$13,988$73,429$50,273
Three Months Ended · Twelve Months Ended
December 31, 2025September 30, 2025December 31, 2024December 31, 2025December 31, 2024
Calculation of dividend payout ratio:
Cash dividends per common share$0.18$0.18$0.18$0.72$0.71
Diluted earnings per common share1.100.220.662.492.39
Dividend payout ratio16%82%27%29%30%
Adjusted calculation of dividend payout ratio (non-GAAP):
Cash dividends per common share$0.18$0.18$0.18$0.72$0.71
Adjusted diluted earnings per common share (non-GAAP)0.870.820.662.952.39
Adjusted dividend payout ratio (non-GAAP)21%22%27%24%30%
Three Months Ended · Twelve Months Ended
December 31, 2025September 30, 2025December 31, 2024December 31, 2025December 31, 2024
Calculation of PPNR (non-GAAP): (1)
Net interest income$74,279$67,129$49,044$242,036$187,469
Add: Non-interest income12,08410,56610,32140,16539,114
Less: Non-interest expense60,06950,15737,805190,881150,002
PPNR (non-GAAP)$26,294$27,538$21,560$91,320$76,581
Adjusted calculation of PPNR (non-GAAP): (1)
Net interest income$74,279$67,129$49,044$242,036$187,469
Add: Non-interest income12,08410,56610,32140,16539,114
Less: Non-interest expense60,06950,15737,805190,881150,002
Add: Merger and integration costs (non-GAAP)7,7834,155—13,824—
Adjusted PPNR (non-GAAP)$34,077$31,693$21,560$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.
December 31, 2025September 30, 2025December 31, 2024
Adjusted calculation of loans (non-GAAP):
Loans$6,422,942$6,396,344$4,529,074
Less: ESSA acquired loans, net of estimated purchase accounting fair value adjustments (non-GAAP)(1,675,080)(1,651,056)—
Adjusted loans (non-GAAP)$4,747,862$4,745,288$4,529,074
December 31, 2025September 30, 2025December 31, 2024
Adjusted calculation of total deposits (non-GAAP):
Total deposits$7,027,109$6,900,267$5,371,364
Add: deposits held for sale (non-GAAP)88,11992,830—
Less: ESSA acquired deposits, net of estimated purchase accounting fair value adjustments (non-GAAP)(1,455,805)(1,455,805)—
Adjusted total deposits (non-GAAP)$5,659,423$5,537,292$5,371,364
Three Months Ended · Twelve Months Ended
December 31, 2025September 30, 2025December 31, 2024December 31, 2025December 31, 2024
Basic earnings per common share computation:
Net income available to common shareholders$32,573$5,969$13,988$61,829$50,273
Less: net income available to common shareholders allocated to participating securities2105098476388
Net income available to common shareholders allocated to common stock$32,363$5,919$13,890$61,353$49,885
Weighted average common shares outstanding, including shares considered participating securities29,47627,38820,99224,75520,993
Less: average participating securities179209135169155
Weighted average shares29,29727,17920,85724,58620,838
Basic earnings per common share$1.10$0.22$0.67$2.50$2.39
Diluted earnings per common share computation:
Net income available to common shareholders allocated to common stock$32,363$5,919$13,890$61,353$49,885
Weighted average common shares outstanding for basic earnings per common share29,29727,17920,85724,58620,838
Add: dilutive effect of stock compensation103101738362
Weighted average shares and dilutive potential common shares29,40027,28020,93024,66920,900
Diluted earnings per common share$1.10$0.22$0.66$2.49$2.39
Adjusted basic earnings per common share computation (non-GAAP):
Net income available to common shareholders$32,573$5,969$13,988$61,829$50,273
Add: merger transaction related expenses and the provision adjustment related to adoption of ASU 2025-08, net of tax (non-GAAP)(6,726)16,558—11,600—
Less: net income available to common shareholders allocated to participating securities2105098476388
Adjustment to net income available to common shareholders allocated to participating securities for merger transaction related expenses and the and the provision adjustment related to adoption of ASU 2025-08, net of tax (non-GAAP)(41)127—79—
Adjusted net income available to common shareholders allocated to common stock (non-GAAP)$25,678$22,350$13,890$72,874$49,885
Weighted average common shares outstanding, including shares considered participating securities29,47627,38820,99224,75520,993
Less: average participating securities179209135169155
Weighted average shares29,29727,17920,85724,58620,838
Adjusted basic earnings per common share (non-GAAP)$0.88$0.82$0.67$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)$25,678$22,350$13,890$72,874$49,885
Weighted average common shares outstanding for basic earnings per common share29,29727,17920,85724,58620,838
Add: dilutive effect of stock compensation103101738362
Weighted average shares and dilutive potential common shares29,40027,28020,93024,66920,900
Adjusted diluted earnings per common share (non-GAAP)$0.87$0.82$0.66$2.95$2.39
Three Months Ended · Twelve Months Ended
December 31, 2025September 30, 2025December 31, 2024December 31, 2025December 31, 2024
Calculation of net interest margin:
Interest income$115,550$108,645$83,678$392,345$325,470
Interest expense41,27141,51634,634150,309138,001
Net interest income$74,279$67,129$49,044$242,036$187,469
Average total earning assets$7,666,369$7,209,366$5,674,794$6,629,434$5,499,187
Net interest margin (GAAP) (annualized)3.84%3.69%3.44%3.65%3.41%
Calculation of net interest margin (fully tax equivalent basis) (non-GAAP):
Interest income$115,550$108,645$83,678$392,345$325,470
Tax equivalent adjustment (non-GAAP)3383142841,177955
Adjusted interest income (fully tax equivalent basis) (non-GAAP)115,888108,95983,962393,522326,425
Interest expense41,27141,51634,634150,309138,001
Net interest income (fully tax equivalent basis) (non-GAAP)$74,617$67,443$49,328$243,213$188,424
Average total earning assets$7,666,369$7,209,366$5,674,794$6,629,434$5,499,187
Less: average mark to market adjustment on investments (non-GAAP)(35,243)(39,121)(46,988)(41,218)(53,087)
Adjusted average total earning assets, net of mark to market (non-GAAP)$7,701,612$7,248,487$5,721,782$6,670,652$5,552,274
Net interest margin, fully tax equivalent basis (non-GAAP) (annualized)3.84%3.69%3.43%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)$74,617$67,443$49,328$243,213$188,424
Less: purchase accounting loan accretion(3,158)(3,420)0(6,578)0
Adjusted net interest income (fully tax equivalent basis) (non-GAAP)$71,459$64,023$49,328$236,635$188,424
Adjusted average total earning assets, net of mark to market (non-GAAP)$7,701,612$7,248,487$5,721,782$6,670,652$5,552,274
Adjusted net interest margin, fully tax equivalent basis (non-GAAP) (annualized)3.68%3.50%3.43%3.55%3.39%
(1) Purchase accounting loan accretion represents income recognized on estimated fair value adjustments to acquired loans.
December 31, 2025September 30, 2025December 31, 2024
Calculation of tangible book value per common share and tangible common equity / tangible assets (non-GAAP):
Shareholders' equity$872,127$844,185$610,695
Less: preferred equity57,78557,78557,785
Common shareholders' equity814,342786,400552,910
Less: goodwill and other intangibles88,51293,77343,874
Less: core deposit intangible33,69334,727206
Tangible common equity (non-GAAP)$692,137$657,900$508,830
Total assets$8,396,435$8,254,319$6,192,010
Less: goodwill and other intangibles88,51293,77343,874
Less: core deposit intangible33,69334,727206
Tangible assets (non-GAAP)$8,274,230$8,125,819$6,147,930
Ending shares outstanding29,473,35229,477,42920,987,992
Book value per common share (GAAP)$27.63$26.68$26.34
Tangible book value per common share (non-GAAP)$23.48$22.32$24.24
Common shareholders' equity / Total assets (GAAP)9.70%9.53%8.93%
Tangible common equity / Tangible assets (non-GAAP)8.36%8.10%8.28%
Adjusted calculation of book value per common share (non-GAAP):
Common shareholders' equity$814,342$786,400$552,910
Add: merger transaction related expenses and the provision adjustment related to adoption of ASU 2025-08, net of tax (non-GAAP)11,60018,326—
Adjusted common shareholders' equity (non-GAAP)$825,942$804,726$552,910
Ending shares outstanding29,473,35229,477,42920,987,992
Adjusted book value per common share (non-GAAP)$28.02$27.30$26.34
Adjusted calculation of tangible book value per common share (non-GAAP):
Tangible common equity (non-GAAP)$692,137$657,900$508,830
Add: merger transaction related expenses and the provision adjustment related to adoption of ASU 2025-08, net of tax (non-GAAP)11,60018,326—
Adjusted tangible common equity (non-GAAP)$703,737$676,226$508,830
Ending shares outstanding29,473,35229,477,42920,987,992
Adjusted tangible book value per common share (non-GAAP)$23.88$22.94$24.24
Adjusted calculation of tangible common equity / tangible assets (non-GAAP):
Adjusted tangible common shareholders' equity (non-GAAP)$703,737$676,226$508,830
Tangible assets (non-GAAP)$8,274,230$8,125,819$6,147,930
Add: merger and integration costs (non-GAAP)13,8246,041—
Adjusted tangible assets (non-GAAP)$8,288,054$8,131,860$6,147,930
Adjusted tangible common equity / Adjusted tangible assets (non-GAAP)8.49%8.32%8.28%
Three Months Ended · Twelve Months Ended
December 31, 2025September 30, 2025December 31, 2024December 31, 2025December 31, 2024
Calculation of efficiency ratio:
Non-interest expense$60,069$50,157$37,805$190,881$150,002
Non-interest income$12,084$10,566$10,321$40,165$39,114
Net interest income74,27967,12949,044242,036187,469
Total revenue$86,363$77,695$59,365$282,201$226,583
Efficiency ratio69.55%64.56%63.68%67.64%66.20%
Calculation of efficiency ratio (fully tax equivalent basis) (non-GAAP):
Non-interest expense$60,069$50,157$37,805$190,881$150,002
Less: core deposit intangible amortization1,035780161,84873
Adjusted non-interest expense (non-GAAP)$59,034$49,377$37,789$189,033$149,929
Non-interest income$12,084$10,566$10,321$40,165$39,114
Net interest income$74,279$67,129$49,044$242,036$187,469
Less: tax exempt investment and loan income, net of TEFRA (non-GAAP)1,8991,7371,5086,5515,635
Add: tax exempt investment and loan income (fully tax equivalent basis) (non-GAAP)2,6912,4532,1119,2668,068
Adjusted net interest income (fully tax equivalent basis) (non-GAAP)75,07167,84549,647244,751189,902
Adjusted net revenue (fully tax equivalent basis) (non-GAAP)$87,155$78,411$59,968$284,916$229,016
Efficiency ratio (fully tax equivalent basis) (non-GAAP)67.73%62.97%63.02%66.35%65.47%
Adjusted calculation of efficiency ratio (fully tax equivalent basis) (non-GAAP):
Adjusted non-interest expense (non-GAAP)$59,034$49,377$37,789$189,033$149,929
Less: merger and integration costs (non-GAAP)7,7834,155—13,824—
Adjusted non-interest expense (non-GAAP)$51,251$45,222$37,789$175,209$149,929
Adjusted net revenue (fully tax equivalent basis) (non-GAAP)$87,155$78,411$59,968$284,916$229,016
Adjusted efficiency ratio (fully tax equivalent basis) (non-GAAP)58.80%57.67%63.02%61.49%65.47%
Three Months Ended · Twelve Months Ended
December 31, 2025September 30, 2025December 31, 2024December 31, 2025December 31, 2024
Calculation of return on average tangible common equity (non-GAAP):
Net income$33,649$7,045$15,064$66,131$54,575
Less: preferred stock dividends1,0761,0761,0764,3024,302
Net income available to common shareholders$32,573$5,969$13,988$61,829$50,273
Average shareholders' equity$856,930$776,976$612,184$723,241$592,550
Less: average goodwill & intangibles129,051107,82744,09181,54844,118
Less: average preferred equity57,78557,78557,78557,78557,785
Average tangible common shareholders' equity (non-GAAP)$670,094$611,364$510,308$583,908$490,647
Return on average equity (GAAP) (annualized)15.58%3.60%9.79%9.14%9.21%
Return on average common equity (GAAP) (annualized)16.17%3.29%10.04%9.29%9.40%
Return on average tangible common equity (non-GAAP) (annualized)19.29%3.87%10.90%10.59%10.25%
Adjusted calculation of return on average equity (non-GAAP):
Net income$33,649$7,045$15,064$66,131$54,575
Add: merger transaction related expenses and the provision adjustment related to adoption of ASU 2025-08, net of tax (non-GAAP)(6,726)16,558—11,600—
Adjusted net income (non-GAAP)$26,923$23,603$15,064$77,731$54,575
Average shareholders' equity$856,930$776,976$612,184$723,241$592,550
Adjusted return on average equity (non-GAAP) (annualized)12.46%12.05%9.79%10.75%9.21%
Adjusted calculation of return on average tangible common equity (non-GAAP):
Net income available to common shareholders$32,573$5,969$13,988$61,829$50,273
Add: merger transaction related expenses and the provision adjustment related to adoption of ASU 2025-08, net of tax (non-GAAP)(6,726)16,558—11,600—
Adjusted net income available to common shareholders$25,847$22,527$13,988$73,429$50,273
Average tangible common shareholders' equity (non-GAAP)$670,094$611,364$510,308$583,908$490,647
Adjusted return on average tangible common equity (non-GAAP) (annualized)15.30%14.62%10.90%12.58%10.25%
Three Months Ended · Twelve Months Ended
December 31, 2025September 30, 2025December 31, 2024December 31, 2025December 31, 2024
Calculation of return on average assets:
Net income$33,649$7,045$15,064$66,131$54,575
Average total assets$8,285,289$7,783,995$6,085,277$7,137,197$5,894,958
Return on average assets (GAAP) (annualized)1.61%0.36%0.98%0.93%0.93%
Adjusted calculation of return on average assets (non-GAAP):
Net income$33,649$7,045$15,064$66,131$54,575
Add: merger transaction related expenses and the provision adjustment related to adoption of ASU 2025-08, net of tax (non-GAAP)(6,726)16,558—11,600—
Adjusted net income$26,923$23,603$15,064$77,731$54,575
Average total assets$8,285,289$7,783,995$6,085,277$7,137,197$5,894,958
Adjusted return on average assets (non-GAAP) (annualized)1.29%1.20%0.98%1.09%0.93%
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