ESSA Bancorp, Inc.: M&A transaction — CNB Financial completes merger with ESSA Bancorp; ESSA holders get 0.8547 CNB shares per share

ESSA Bancorp, Inc.

Merger closed July 23, 2025; ESSA merged into CNB, and ESSA Bank merged into CNB Bank.
ESSA shareholders received 0.8547 shares of CNB common stock per ESSA share; cash for fractional shares.
ESSA's 20 community offices added to CNB Bank, bringing total branches to 78 across 4 states.
Gary S. Olson, Robert C. Selig Jr., and Daniel J. Henning appointed to CNB and CNB Bank boards.
ESSA common stock delisted from Nasdaq and will be deregistered; ESSA reporting obligations suspended.

item 2.01 item 3.01 item 3.03 item 5.01 item 5.02 item 5.03 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

ESSA Bancorp, Inc.: Upon merger, ESSA ceased to exist; its articles and bylaws ceased by operation of law, and CNB's governing documents remained in effect as the surviving entity.

Change: bylaw amendment

Exact text from the filing

As a result of the Merger, at the Effective Time, ESSA ceased to exist and the Articles of Incorporation and the Bylaws of ESSA ceased to be in effect by operation of law.

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M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

ESSA Bancorp, Inc. underwent a change of control involving CNB Financial Corporation for 0.8547 of a share of common stock, no par value per share, of CNB (closed 2025-07-23).

Action: change of control
Counterparty: CNB Financial Corporation
Consideration: 0.8547 of a share of common stock, no par value per share, of CNB
Closing: 2025-07-23

Exact text from the filing

Time”), each share of common stock, $0.01 par value, of ESSA (“ESSA Common Stock”) outstanding immediately prior to the Effective Time was converted into the right to receive 0.8547 of a share of common stock, no par value per share, of CNB (“CNB Common Stock” and such consideration, the “Merger Consideration”). Holders of ESSA Common Stock will receive cash

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Source: SEC EDGAR

accession 0001193125-25-163859

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