CNB FINANCIAL CORP/PA
For the period ended Mar 31, 2026. Filed May 6, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2026 · Filed May 6, 2026
CCNE$35.78-0.5%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-09-30; filed 2025-11-05.
0000736772-25-000202
ITEM 2. – Management's Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-03-31; filed 2026-05-06.
0000736772-26-000053
ITEM 2. – Management's Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 187 previous paragraphs and 152 current paragraphs.
104 unchanged; 38 reworded; 10 added; 32 removed; 13 previous and 0 current paragraphs rearranged.
Tables are not compared: 35 previous and 26 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (10)
Current report
•Tangible common equity;
Current report
•Tangible common equity/tangible assets;
Current report
Excluding $78.3 million of syndicated loan balances, total loans were $6.4 billion as of March 31, 2026. Organic loans decreased $67.3 million, or 1.05% year to date decrease (4.25% annualized), from December 31, 2025. The decrease in loans for the three months ended March 31, 2026 compared to December 31, 2025 was primarily driven by an increased level of commercial real estate ("CRE") loan prepayments, including full repayments of $71.4 million of CRE loans acquired in 2025 as a result of the ESSA acquisition, and a full payoff of $40.0 million of the Corporation’s largest office building loan related to a CRE property in the BankOnBuffalo division.
Current report
◦There were 142 outstanding loans, totaling $146.7 million, or 2.28% of total loans outstanding;
Current report
◦There were two nonaccrual commercial office loans that totaled $2.1 million, or 1.44% of total commercial office loans outstanding;
Current report
◦There were three past-due commercial office loans that totaled $2.3 million, or 1.58% of the total commercial office loans outstanding; and
Current report
◦There were 158 outstanding loans, totaling $346.5 million, or 5.39% of total loans outstanding;
Current report
◦There were 352 outstanding loans, totaling $558.2 million, or 8.68% of total loans outstanding;
Current report
At March 31, 2026, total deposits were $7.1 billion. Including $89.9 million in deposits classified as held for sale, organic deposit growth for the quarter totaled $115.0 million, or 1.62%, from December 31, 2025. The quarter-over-quarter increase in organic deposit balances as of March 31, 2026, compared to December 31, 2025, was driven primarily by expanded Treasury Management activity among municipal deposit relationships, supplemented by growth in corporate and wholesale deposits.
Current report
The provision for credit losses was $998 thousand and $1.6 million for the three months ended March 31, 2026 and March 31, 2025, respectively.
Removed paragraphs (32)
Previous report
•Book value per common share (excluding merger transaction related expenses);
Previous report
•Pre-provision net revenue ("PPNR") and PPNR (excluding merger and integration costs);
Previous report
•Dividend payout ratio (excluding merger transaction related expenses);
Previous report
•Return on average assets (excluding merger transaction related expenses);
Previous report
Excluding $71.9 million of syndicated loan balances, total loans were $6.4 billion as of September 30, 2025. Excluding $1.7 billion in loans acquired through the Merger, net of estimated purchase accounting fair value adjustments, organic loan growth was $216.2 million, or 4.77% year to date increase (6.38% annualized), from December 31, 2024. The increase in loans for the nine months ended September 30, 2025 compared to December 31, 2024 was primarily driven by growth in the Ridge View Bank and BankOnBuffalo markets, and the legacy CNB market, as well as in CNB Bank's Private Banking division.
Previous report
◦There were 154 outstanding loans, totaling $154.2 million, or 2.38% of total Corporation loans outstanding;
Previous report
◦Included in the above commercial office loan metrics were 40 outstanding loans, totaling $44.1million acquired from the Merger.
Previous report
◦There were 159 outstanding loans, totaling $332.5 million, or 5.14% of total Corporation loans outstanding;
Previous report
◦Included in the above commercial hospitality loan metrics were nine outstanding loans, totaling $18.3 million acquired from the Merger.
Previous report
◦There were 378 outstanding loans, totaling $639.7 million, or 9.89% of total Corporation loans outstanding;
Previous report
◦Included in the above commercial multifamily loan metrics were 161 outstanding loans, totaling $226.4 million acquired from the Merger. In addition, there were three nonaccrual loans that totaled $2.5 million and two past-due loans that totaled $2.4 million.
Previous report
At September 30, 2025, total deposits were $6.9 billion, reflecting an increase of $1.5 billion, or 28.46%, from December 31, 2024. Excluding $1.5 billion in deposits acquired in the Merger, the year to date increase in deposit balances was primarily attributable to retail account growth, including time deposits, as well as higher Treasury Management-sourced business and municipal deposits.
Previous report
(3) Includes loans held for sale.
Previous report
The provision for credit losses was $18.5 million and $2.4 million for the three months ended September 30, 2025 and September 30, 2024, respectively. The $16.1 million increase in the provision expense for the third quarter of 2025 compared to the third quarter of 2024 was primarily driven by a $16.4 million reserve established for non-PCD loans acquired in the Merger, coupled with the impacts of higher loan portfolio growth and lower loan net charge-offs.
Previous report
RESULTS OF OPERATIONS
Previous report
Nine Months Ended September 30, 2025 and 2024
Previous report
OVERVIEW
Previous report
Earnings were $29.3 million, or $1.26 per diluted share, for the nine months ended September 30, 2025. Excluding after-tax merger transaction related expenses, adjusted earnings were $47.6 million, or $2.05 per diluted share, for the nine months ended September 30, 2025, compared to earnings of $36.3 million, or $1.72 per diluted share, for the nine months ended September 30, 2024. The year-to-date increase of $11.3 million, or 31.13%, and $0.33 per diluted share, or 19.19%, was primarily the result of an increase in net interest income, partially offset by a decrease in non-interest expense.
Previous report
Annualized return on average equity was 6.42% for the nine months ended September 30, 2025. Excluding after-tax merger transaction related expenses, annualized return on average equity was 10.05% for the nine months ended September 30, 2025 compared to 9.01% for the nine months ended September 30, 2024. Annualized return on average tangible common equity, a non-GAAP measure, was 7.08% for the nine months ended September 30, 2025. Excluding after-tax merger transaction related expenses, annualized return on average tangible common equity was 11.51% for the nine months ended September 30, 2025, compared to 10.01% for the nine months ended September 30, 2024.
Previous report
The Corporation's efficiency ratio was 66.80% for the nine months ended September 30, 2025, and 65.74% on a fully tax-equivalent basis, a non-GAAP measure. Excluding merger and integration costs, the efficiency ratio on a fully tax-equivalent basis, a non-GAAP measure, was 62.68%, compared to 66.34% for the nine months ended September 30, 2024. The year-over-year decrease was primarily driven by higher net interest income, partially offset by higher non-interest expense.
Previous report
NET INTEREST INCOME
Previous report
Net interest income was $167.8 million for the nine months ended September 30, 2025, compared to $138.4 million for the nine months ended September 30, 2024. The increase in net interest income of $29.3 million, or 21.19% (28.33% annualized), was due to investment and loan growth, coupled with the ESSA acquisition, including $3.4 million in purchase accounting loan accretion.
Previous report
Net interest margin was 3.57% and 3.40% for the nine months ended September 30, 2025 and 2024, respectively. Net interest margin on a fully tax-equivalent basis, a non-GAAP measure, was 3.56% and 3.38% for the nine months ended September 30, 2025 and 2024, respectively.
Previous report
The yield on earning assets of 5.87% for the nine months ended September 30, 2025 decreased 2 basis points from September 30, 2024. The decrease in yield compared to September 30, 2024 was primarily attributable to lower loan yields on variable and floating-rate loans following the Federal Reserve rate decreases totaling 125 basis points since mid-September 2024, partially offset by the $3.4 million in purchase accounting loan accretion.
Previous report
PROVISION FOR CREDIT LOSSES
Previous report
The provision for credit losses was $24.4 million for the nine months ended September 30, 2025, compared to $6.3 million for the nine months ended September 30, 2024. The $18.1 million increase in the provision expense for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024 was primarily a result of the $16.4 million reserve established for non-PCD loans acquired in the ESSA acquisition, couple with loan portfolio growth.
Previous report
NON-INTEREST INCOME
Previous report
Total non-interest income was $28.1 million for the nine months ended September 30, 2025, compared to $28.8 million for the nine months ended September 30, 2024. This decrease was primarily due to lower other service charges and fees, coupled with lower pass-through income from SBICs, partially offset by an increase in net realized gains on available-for-sale securities, bank owned life insurance revenue (death benefit), wealth and asset management fees, and card processing and interchange income.
Previous report
NON-INTEREST EXPENSE
Previous report
For the nine months ended September 30, 2025, total non-interest expense was $130.8 million. Excluding merger and integration costs, total non-interest expense was $124.8 million, compared to $112.2 million for the nine months ended September 30, 2024. Excluding merger and integration costs, the increase of $12.6 million, or 11.20%, from the nine months ended September 30, 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), and increase retirement plan contribution accruals. Occupancy expense also increased, largely due to higher rent associated with additional full-service office locations added both before and after the ESSA acquisition.
Previous report
INCOME TAX EXPENSE
Previous report
Income tax expense was $8.2 million, representing an 20.14% effective tax rate, compared to $9.2 million, representing an 18.92% effective tax rate for the nine months ended September 30, 2025 and 2024, respectively.
Reworded paragraphs (38)
Previous wording
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.
Current wording
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.
Previous wording
The following discussion should be read in conjunction with the Corporation's consolidated financial statements and notes thereto for the year ended December 31, 2024, included the 2024 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 and nine months ended September 30, 2025 are not necessarily indicative of the results for the full year ending December 31, 2025, or any future period.
Current wording
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.
Previous wording
During the third quarter 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.
Current wording
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.
Previous wording
•Tangible book value per common share and tangible book value per common share (excluding merger transaction related expenses);
Current wording
•Tangible book value per common share;
Previous wording
Cash and cash equivalents totaled $438.1 million at September 30, 2025, including additional excess liquidity of $351.9 million held at the Federal Reserve, compared to $375.0 million at December 31, 2024. These excess funds, when combined with collective contingent liquidity resources of $5.8 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 4.3 times the estimated amount of adjusted uninsured deposit balances.
Current wording
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.
Previous wording
AFS debt securities and equity securities combined totaled $544.1 million and $479.0 million at September 30, 2025 and December 31, 2024, respectively. At September 30, 2025, the total balance of investments classified as HTM debt securities was $249.2 million compared to $306.1 million at December 31, 2024.
Current wording
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.
Previous wording
At September 30, 2025, the Corporation's condensed consolidated balance sheet reflected a decrease in syndicated lending balances of $8.0 million compared to December 31, 2024, primarily resulting from scheduled paydowns of certain syndicated loans. The syndicated loan portfolio totaled $71.9 million, or 1.11% of total loans, at September 30, 2025, compared to $79.9 million, or 1.73% of total loans at December 31, 2024. The Corporation closely manages the level and composition of its syndicated loan portfolio to ensure it continues to provide strong credit quality, profitable use of excess liquidity, and complement the Corporation’s loan growth from its in-market customer relationships.
Current wording
At March 31, 2026, the Corporation's condensed consolidated balance sheet reflected an increase in syndicated lending balances of $7.5 million compared to December 31, 2025. The syndicated loan portfolio totaled $78.3 million, or 1.22% of total loans, at March 31, 2026, compared to $70.8 million, or 1.09% of total loans at December 31, 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 complements the Corporation’s loan growth from its in-market customer relationships. The Corporation’s portfolio of syndicated credits includes only commercial and industrial loans and no CRE exposure.
Previous wording
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.
Current wording
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 with 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.
Previous wording
At September 30, 2025, the Corporation had the following key metrics related to its office, hospitality and multifamily portfolios:
Current wording
At March 31, 2026, 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 in the ESSA acquisition, as well as notable early payoffs of larger CRE credits occurring in the first quarter of 2026 as previously noted:
Previous wording
◦The average outstanding balance per commercial office loan was $1.0 million; and
Current wording
◦The average outstanding balance per commercial office loan was $1.0 million.
Previous wording
◦There were no past-due commercial hospitality loans;
Current wording
◦There were no past-due commercial hospitality loans; and
Previous wording
◦The average outstanding balance per commercial hospitality loan was $2.1 million; and
Current wording
◦The average outstanding balance per commercial hospitality loan was $2.2 million.
Previous wording
◦There were four nonaccrual commercial multifamily loans that totaled $2.7 million, or 0.43% of total multifamily loans outstanding;
Current wording
◦There were two nonaccrual commercial multifamily loans that totaled $782 thousand, or 0.14% of total multifamily loans outstanding;
Previous wording
◦There were two past-due commercial multifamily loans that totaled $2.4 million, or 0.38% of total multifamily loans outstanding;
Current wording
◦There were four past-due commercial multifamily loan that totaled $1.1 million, or 0.19% of total multifamily loans outstanding; and
Previous wording
◦The average outstanding balance per commercial multifamily loan was $1.7 million; and
Current wording
◦The average outstanding balance per commercial multifamily loan was $1.6 million.
Previous wording
Total nonperforming assets were $40.4 million, or 0.49% of total assets, as of September 30, 2025, compared to $59.5 million, or 0.96% of total assets, as of December 31, 2024. In addition, the allowance for credit losses as a percentage of nonaccrual loans was 187.94% at September 30, 2025, compared to 84.08% at December 31, 2024. The decrease in nonperforming assets for the nine months ended September 30, 2025, compared to December 31, 2024 was primarily due to paydowns to workout-related efforts on two larger nonaccrual loan relationships, and resulting charge-offs on these workouts and other smaller problem loans. The most significant charge-offs during the nine months ended September 30, 2025 were $1.5 million for an owner-occupied commercial real estate relationship (balance of approximately $3.8 million with a specific reserve balance of $1.4 million) and a $1.1 million charge-off of a multifamily commercial real estate loan (balance of approximately $20.3 million with a specific reserve balance of $885 thousand).
Current wording
Total nonperforming assets were $49.2 million, or 0.58% of total assets, as of March 31, 2026, compared to $42.2 million, or 0.50% of total assets, as of December 31, 2025. In addition, the allowance for credit losses as a percentage of nonaccrual loans was 145.33% at March 31, 2026, compared to 168.29% at December 31, 2025. The increase in nonperforming assets for the three months ended March 31, 2026, compared to December 31, 2025 was primarily driven by one commercial relationship.
Previous wording
The allowance for credit losses measured as a percentage of total loans receivable was 1.05% as of September 30, 2025 and 1.03% as of December 31, 2024.
Current wording
The allowance for credit losses measured as a percentage of total loans receivable was 1.04% as of March 31, 2026 and 1.03% as of December 31, 2025.
Previous wording
For the nine months ended September 30, 2025, the allowance for credit losses increased $20.3 million, primarily driven by the Merger and the $1.9 million in PCD allowance and $16.4 million in non-PCD allowance established on acquisition date, coupled with growth in the Corporation's loan portfolio. Significant uncertainty persists regarding the domestic and global economy due to changes to U.S. tariffs and corresponding policy changes by U.S. trading partners, continued elevated interest rates, fluctuating levels of consumer confidence, and geopolitical conflicts. Management will continue to proactively evaluate its estimate of expected credit losses as new information becomes available.
Current wording
For the three months ended March 31, 2026, the allowance for credit losses remained unchanged, reflecting stable credit quality in the loan portfolio. Significant uncertainty persists in the domestic and global economic environment due to changes in U.S. tariffs and related actions by U.S. trading partners, elevated interest rates, inflationary pressures, fluctuating consumer confidence, and geopolitical events. The Corporation continues to monitor these conditions and other economic factors that may affect the financial strength of corporate and consumer borrowers, and management will update its estimate of expected credit losses as additional information becomes available.
Previous wording
Provision for credit losses was $18.5 million and $24.4 million for the three and nine months ended September 30, 2025, compared to $2.4 million and $6.3 million for the three and nine months ended September 30, 2024, respectively. The increase in provision for credit losses was primarily due to a $16.4 million reserve established for non-PCD loans acquired in the Merger, coupled with the impacts of higher loan portfolio growth and lower loan net charge-offs. In addition, included in the provision for credit losses for the three and nine months ended September 30, 2025 was a provision of $1 thousand and $181 thousand, respectively, related to the allowance for unfunded commitments compared to $49 thousand and $112 thousand provision, related to the allowance for unfunded commitments for the three and nine months ended September 30, 2024, respectively.
Current wording
Provision for credit losses was $998 thousand for the three months ended March 31,2026, compared to $1.6 million for the three months ended March 31, 2025, respectively. The decrease in provision for credit losses was primarily due to a decrease in the loan portfolio, coupled with lower loan net charge-offs. In addition, included in the provision for credit losses for the three months ended March 31, 2026 was a provision of $114 thousand related to the allowance for unfunded commitments compared to $117 thousand provision, related to the allowance for unfunded commitments for the three months ended March 31, 2025.
Previous wording
At September 30, 2025, the total estimated uninsured deposits for the Bank were approximately $2.1 billion, or approximately 30.02% of total Bank deposits. However, when excluding $23.4 million of affiliate company deposits and $734.1 million of pledged-investment collateralized deposits, the adjusted amount and percentage of total estimated uninsured deposits was approximately $1.4 billion, or approximately 20.55% of total Bank deposits as of September 30, 2025.
Current wording
At March 31, 2026, the total estimated uninsured deposits for the Bank were approximately $2.1 billion, or approximately 29.11% of total Bank deposits. However, when excluding $32.1 million of affiliate company deposits and $808.1 million of pledged-investment collateralized deposits, the adjusted amount and percentage of total estimated uninsured deposits was approximately $1.3 billion, or approximately 17.54% of total Bank deposits as of March 31, 2026.
Previous wording
At December 31, 2024, the total estimated uninsured deposits for the Bank were approximately $1.5 billion, or approximately 27.71% of total 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 Bank deposits as of December 31, 2024.
Current wording
At December 31, 2025, the total estimated uninsured deposits for the Bank were approximately $2.0 billion, or approximately 28.13% of total 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 Bank deposits as of December 31, 2025.
Previous wording
At September 30, 2025, the Corporation's cash and cash equivalents position was approximately $438.1 million, including liquidity of $351.9 million held at the Federal Reserve. These excess funds, when combined with $5.8 billion in (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 4.3 times the estimated amount of adjusted uninsured deposit balances discussed above.
Current wording
At March 31, 2026, the Corporation's cash and cash equivalents position was approximately $602.5 million, including liquidity of $517.7 million held at the Federal Reserve. These excess funds, when combined with $6.2 billion in (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 discussed above.
Previous wording
As of September 30, 2025, the Corporation's total shareholders' equity was $844.2 million, representing an increase of $233.5 million, or 38.23%, from December 31, 2024, primarily due to an increase in additional paid in capital related to the Merger of $202.6 million, 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 shareholders.
Current wording
As of March 31, 2026, the Corporation's total shareholders' equity was $889.1 million, representing an increase of $17.0 million, or 1.95%, from December 31, 2025, primarily due to an increase in additional paid in capital related to the ESSA acquisition, growth in earnings, and a decrease in accumulated other comprehensive loss, partially offset by the payment of common and preferred stock dividends to shareholders.
Previous wording
(1)Tangible common equity, tangible assets, book value per common share (excluding merger transaction related expenses), 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 is 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 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.
Current wording
(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 is 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 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.
Previous wording
At September 30, 2025, the Corporation's pre-tax net unrealized losses on the combined portfolios of available-for-sale and held-to-maturity securities totaled approximately $49.8 million, or 5.90% of total shareholders' equity, compared to $74.8 million, or 12.25% of total shareholders' equity at December 31, 2024. The change in unrealized losses was primarily due to changes in the yield curve during the first three quarters of 2025 compared to 2024, coupled with the Corporation's scheduled bond maturities, which were all realized at par. Importantly, all regulatory capital ratios for the Corporation would exceed regulatory "well-capitalized" levels as of both September 30, 2025 and December 31, 2024 if the net unrealized losses at the respective dates were fully recognized.
Current wording
At March 31, 2026, the Corporation's pre-tax net unrealized losses on the combined portfolios of available-for-sale and held-to-maturity securities totaled approximately $51.9 million, or 5.83% of total shareholders' equity, compared to $47.0 million, or 5.39% of total shareholders' equity at December 31, 2025. The change in unrealized losses was primarily due to changes in the yield curve, coupled with the Corporation's scheduled bond maturities, which were all realized at par. Importantly, all regulatory capital ratios for the Corporation would exceed regulatory "well-capitalized" levels as of both March 31, 2026 and December 31, 2025 if the net unrealized losses at the respective dates were fully recognized.
Previous wording
(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 September 30, 2025 and 2024 was $314 thousand and $240 thousand, respectively.
Current wording
(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 March 31, 2026 and 2025 was $398 thousand and $260 thousand, respectively.
Previous wording
(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 September 30, 2025 and 2024 was $(39.1) million and $(51.1) million, respectively.
Current wording
(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 March 31, 2026 and 2025 was $(32.2) million and $(48.1) million, respectively.
Previous wording
Net income available to common shareholders ("earnings") was $6.0 million, or $0.22 per diluted share, for the three months ended September 30, 2025. Excluding after-tax merger and integration costs and the day-one reserve established for non-Purchase Credit Deteriorated ("non-PCD") loans ("merger transaction related expenses"), adjusted earnings were $22.5 million, or $0.82 per diluted share, for the three months ended September 30, 2025. The Corporation's earnings for the three months ended September 30, 2024 were $12.9 million, or $0.61 per diluted share. Excluding merger transaction related expenses, the increase in diluted earnings per share comparing the three months ended September 30, 2025 to the three months ended September 30, 2024 was due primarily to higher net interest income, partially offset by an incresae in non-interest expense.
Current wording
Net income available to common shareholders ("earnings") was $26.0 million, or $0.88 per diluted share, for the three months ended March 31, 2026, compared to $10.4 million, or $0.50 per diluted share, for the three months ended March 31, 2025. Excluding after-tax merger transaction related expenses, a non-GAAP measure, earnings were $11.9 million, or $0.57 per diluted share, for the three months ended March 31, 2025. Earnings for the three months ended March 31, 2026 increased $14.1 million, or $0.31 per diluted share, a 54.39% increase compared to adjusted earnings per share for the three months ended March 31, 2025, due primarily to the overall impact of the acquisition of ESSA.
Previous wording
Annualized return on average equity was 3.60% for the three months ended September 30, 2025. Excluding after-tax merger transaction related expenses, annualized return on average equity was 12.05% for the three months ended September 30, 2025, compared to 9.28% for the three months ended September 30, 2024. Annualized return on average tangible common equity, a non-GAAP measure, was 3.87% for the three months ended September 30, 2025. Excluding after-tax merger transaction related expenses, annualized return on average tangible common equity was 14.62% for the three months ended September 30, 2025, compared to 10.33% for the three months ended September 30, 2024.
Current wording
Annualized return on average equity was 12.36% and 7.52% for the three months ended March 31, 2026 and March 31, 2025, respectively. Excluding after-tax merger transaction related expenses, annualized return on average equity was 8.49% for the three months ended March 31, 2025. Annualized return on average tangible common equity, a non-GAAP measure, was 14.89% and 8.15% for the three months ended March 31, 2026 and March 31, 2025, respectively. Excluding after-tax merger transaction related expenses, annualized return on average tangible common equity was 9.32% for the three months ended March 31, 2025.
Previous wording
The Corporation's efficiency ratio was 64.56% for the three months ended September 30, 2025. Excluding merger and integration costs, the efficiency ratio on fully tax-equivalent basis, a non-GAAP measure, was 57.67% for the three months ended September 30, 2025, compared to 65.58% for the three months ended September 30, 2024.
Current wording
The Corporation's efficiency ratio was 59.03% and 72.07% for the three months ended March 31, 2026 and March 31, 2025, respectively, and 57.32% and 71.28%, respectively, on a fully tax-equivalent basis, a non-GAAP measure. Excluding merger and integration costs, the efficiency ratio on fully tax-equivalent basis was 68.62% for the three months ended March 31, 2025.
Previous wording
Net interest income was $67.1 million for the three months ended September 30, 2025, compared to $47.5 million for the three months ended September 30, 2024. When comparing the third quarter of 2025 to the third quarter of 2024, the increase in net interest income of $19.6 million, or 41.26%, was primarily due to the Merger, including $3.4 million in purchase accounting loan accretion, coupled with organic loan growth and the Corporation's targeted interest-bearing deposit rate decreases. This accretion reflects the recognition of fair value marks on acquired loans, which are accreted into interest income over the expected life of the assets.
Current wording
Net interest income was $73.3 million for the three months ended March 31, 2026, compared to $48.4 million for the three months ended March 31, 2025. When comparing the first quarter of 2026 to the first quarter of 2025, the increase in net interest income of $24.9 million, or 51.40%, was primarily due to the acquisition of ESSA, including $3.0 million in purchase accounting loan accretion. This accretion reflects the recognition of fair value marks on acquired loans, which are accreted into interest income over the expected life of the assets.
Previous wording
Net interest margin was 3.69% and 3.43% for the three months ended September 30, 2025 and September 30, 2024, respectively. Net interest margin on a fully tax-equivalent basis, a non-GAAP measure, was 3.69% and 3.42% for the three months ended September 30, 2025 and September 30, 2024, respectively.
Current wording
Net interest margin was 3.83% and 3.38% for the three months ended March 31, 2026 and March 31, 2025, respectively. Net interest margin on a fully tax-equivalent basis, a non-GAAP measure, was 3.84% and 3.37% for the three months ended March 31, 2026 and March 31, 2025, respectively. Excluding the $3.0 million in purchase accounting loan accretion in the first quarter of 2026, the net interest margin on a fully tax-equivalent basis for the three months ended March 31, 2026 was 3.68%.
Previous wording
The yield on earning assets of 5.96% for the three months ended September 30, 2025 decreased 2 basis points compared to September 30, 2024.
Current wording
The yield on earning assets of 5.85% for the three months ended March 31, 2026 increase 12 basis points compared to the three months ended March 31, 2025. The increase in yield in the first quarter of 2026 compared to the first quarter of 2025 was primarily attributable to year-over-year loan growth and the impact from the ESSA acquisition.
Previous wording
Total non-interest income was $10.6 million for the three months ended September 30, 2025, including $391 thousand attributable to ESSA, compared to $11.0 million for the three months ended September 30, 2024. The decrease year-over-year in non-interest income was primarily due to lower pass-through income from small business investment companies ("SBICs"), partially offset by increases in wealth and asset management fees, service charges on deposits and net realized gains on available-for-sale securities.
Current wording
Total non-interest income was $10.0 million for the three months ended March 31, 2026, compared to $8.5 million for the three months ended March 31, 2025. The year-over-year increase in non-interest income was driven by increases in wealth and asset management fees, card processing and interchange income, and net realized gains on available-for-sale securities, partially offset by a decrease in other non-interest income resulting from lower pass-through income from small business investment companies ("SBICs").
Previous wording
For the three months ended September 30, 2025, total non-interest expense was $50.2 million, compared to $38.8 million for the three months ended September 30, 2024. Excluding merger and integration costs, total non-interest expense for the three months ended September 30, 2025 was $46.0 million compared to $38.8 million for the three months ended September 30, 2024. Excluding merger and integration costs, the $7.2 million increase in non-interest expense compared to the three months ended September 30, 2024 was primarily driven by higher salaries and benefits, reflecting staffing additions from the Merger, as well as increased incentive compensation accruals and health insurance costs. Additionally, card processing and interchange expenses increased, largely due to changes made to the Corporation's cardholder rewards program during the second quarter of 2024 and other non-interest expenses also increased, primarily due to higher business development activity.
Current wording
For the three months ended March 31, 2026, total non-interest expense was $49.2 million, compared to $41.0 million for the three months ended March 31, 2025. Excluding merger and integration costs, total non-interest expense for the three months ended March 31, 2025 was $39.5 million. Excluding merger costs, the $9.7 million increase in non-interest expense compared to the three months ended March 31, 2025 was primarily driven by employees, facilities, required software licensing and core accounting system volume fee increases, and other costs added from the acquisition of ESSA.
Previous wording
Income tax expense was $2.0 million, representing a 22.43% effective tax rate, compared to $3.3 million, representing a 19.31% effective tax rate for the three months ended September 30, 2025 and 2024, respectively.
Current wording
Income tax expense for the three months ended March 31, 2026 was $6.1 million, representing an 18.41% effective tax rate, compared to $2.9 million, representing a 19.96% effective tax rate, for the three months ended March 31, 2025.
Previous wording
The Corporation's accounting and reporting policies are in accordance with GAAP and conform to general practices within the financial services industry. Accounting and reporting practices for the allowance for credit losses and the fair value of assets acquired and liabilities assumed in connection with business combinations, including the associated goodwill and intangibles that was recorded, required the use of material estimates. Application of assumptions different than those used by management could result in material changes in the Corporation's financial position or results of operations. Note 1, "Summary of Significant Accounting Policies," and Note 3, "Loans Receivable and Allowance for Credit Losses," of the 2024 Form 10-K provide additional detail with regard to the Corporation's accounting for the allowance for credit losses and loans receivable. There have been no other significant changes in the application of accounting policies since December 31, 2024.
Current wording
The Corporation's accounting and reporting policies are in accordance with GAAP and conform to general practices within the financial services industry. Accounting and reporting practices for the allowance for credit losses and the fair value of assets acquired and liabilities assumed in connection with business combinations, including the associated goodwill and intangibles that was recorded, required the use of material estimates. Application of assumptions different than those used by management could result in material changes in the Corporation's financial position or results of operations. Note 1, "Summary of Significant Accounting Policies," and Note 4, "Loans Receivable and Allowance for Credit Losses," of the 2025 Form 10-K provide additional detail with regard to the Corporation's accounting for the allowance for credit losses and loans receivable. There have been no significant changes in the application of accounting policies since December 31, 2025.
Previous wording
(1) Merger transaction related expenses represent legal, advisory, severance, technology conversion, day one non-PCD provision expense, 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.
Current wording
(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.
Rearranged previous paragraphs (13)
Previous report — wording carried elsewhere
•Tangible common equity/tangible assets and tangible common equity/tangible assets (excluding merger transaction related expenses);
Previous report — wording carried elsewhere
◦There were no nonaccrual commercial office loans;
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◦There were no past-due commercial office loans;
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(1)Excludes provision for credit losses related to unfunded commitments. Note 10, "Off-Balance Sheet Commitments and Contingencies," to the condensed consolidated financial statements provides more detail concerning the provision for credit losses related to unfunded commitments of the Corporation.
Previous report — wording carried elsewhere
(1)Excludes provision for credit losses related to unfunded commitments. Note 10, "Off-Balance Sheet Commitments and Contingencies," to the condensed consolidated financial statements provides more detail concerning the provision for credit losses related to unfunded commitments of the Corporation.
Previous report — wording carried elsewhere
(1)Includes unamortized discounts and premiums.
Previous report — wording carried elsewhere
(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 nine months ended September 30, 2025 and 2024 was $838 thousand and $671 thousand, respectively.
Previous report — wording carried elsewhere
(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.
Previous report — wording carried elsewhere
(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 nine months ended September 30, 2025 and 2024 was $(43.2) million and $(55.1) million, respectively.
Previous report — wording carried elsewhere
The following table presents the change in net interest income for the nine months ended September 30, 2025 and 2024:
Previous report — wording carried elsewhere
(1) Changes in interest income or expense not arising solely as a result of volume or rate variances are allocated to volume changes.
Previous report — wording carried elsewhere
(2)Changes in interest income on tax-exempt securities and loans receivable are presented on a fully taxable-equivalent basis, using the Corporation's marginal federal income tax rate of 21% for the nine months ended September 30, 2025 and September 30, 2024.
Previous report — wording carried elsewhere
Management believes the charges to the provision for credit losses for the nine months ended September 30, 2025 were appropriate and the allowance for credit losses was adequate to absorb current expected credit losses in the loan portfolio at September 30, 2025.