CNB FINANCIAL CORP/PA

The Corporation's management, under the supervision of and with the participation of the Corporation's Principal Executive Officer and Principal Financial Officer, has carried out an evaluation of the design and effectiveness of the Corporation's disclosure controls and procedures as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Securities Exchange Act of 1934, as amended, as of the end of the period covered by this report. Based upon that evaluation, management, including the Principal Executive Officer and Principal Financial Officer, have concluded that, as of the end of such period, the Corporation's disclosure controls and procedures are effective to provide reasonable assurance that all material information required to be disclosed in reports the Corporation files or submits under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms.

On July 23, 2025, the Corporation completed the merger with ESSA. The Corporation is in the process of evaluating the existing controls and procedures of ESSA and integrating ESSA into the internal control over financial reporting. In accordance with the SEC Staff guidance permitting a company to exclude an acquired business from management’s assessment of the effectiveness of internal control over financial reporting for the year in which the acquisition is completed, the Corporation has excluded ESSA from the assessment of the effectiveness of internal control over financial reporting as of December 31, 2025. The scope of management’s assessment of the effectiveness of the design and operation of the Corporation's disclosure controls and procedures as of December 31, 2025 includes all of the Corporation's consolidated operations except for those disclosure controls and procedures of ESSA that are included in the internal control over financial reporting.

Changes in Internal Controls

During the third quarter of 2025, ESSA merged with the Corporation. The Corporation is continuously working to integrate ESSA into its internal control over financial reporting process. Except for the changes in connection with this integration of ESSA, there were no changes in the Corporation's internal controls over financial reporting that occurred during the Corporation's most recent fiscal quarter that materially affected, or are reasonably likely to materially affect, the Corporation's internal controls over financial reporting.

Management’s Report on Internal Control Over Financial Reporting

Management of the Corporation is responsible for establishing and maintaining adequate internal control over financial reporting. Management has assessed the effectiveness of internal control over financial reporting using the criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

The Corporation's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The Corporation's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Corporation; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Corporation are being made only in accordance with authorizations of management and directors of the Corporation; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisitions, use, or disposition of the Corporation's assets that could have a material effect on the financial statements.

On July 23, 2025, the Corporation completed the merger with ESSA. The Corporation is in the process of evaluating the existing controls and procedures of ESSA and integrating ESSA into the internal control over financial reporting. In accordance with the SEC Staff guidance permitting a company to exclude an acquired business from management’s assessment of the effectiveness of internal control over financial reporting for the year in which the acquisition is completed, the Corporation has excluded ESSA from the assessment of the effectiveness of internal control over financial reporting as of December 31, 2025. ESSA represented approximately 20% of the Corporation's total assets as of December 31, 2025. The scope of management’s assessment of the effectiveness of the design and operation of the Corporation's disclosure controls and procedures as of December 31, 2025 includes all of the Corporation's consolidated operations except for those disclosure controls and procedures of ESSA that are included in the internal control over financial reporting. See "Note 2, Business Combination" for further discussion of the Merger and its impact on the Corporation's consolidated financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Based on the testing performed using the criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), management of the Corporation believes that the Corporation's internal control over financial reporting was effective as of December 31, 2025.

The effectiveness of our internal control over financial reporting as of December 31, 2025 has been audited by Forvis Mazars, LLP, an independent registered public accounting firm that audited the Corporation’s financial statements, as stated in their report which is located in Item 8 of this Annual Report on Form 10-K.