CNB Financial Prices 7.25% Series A Preferred Stock

Ticker: CCNEP · Form: 8-K · Filed: Jan 10, 2025 · CIK: 736772

Cnb Financial Corp/Pa 8-K Filing Summary
FieldDetail
CompanyCnb Financial Corp/Pa (CCNEP)
Form Type8-K
Filed DateJan 10, 2025
Risk Levellow
Pages8
Reading Time10 min
Key Dollar Amounts$8.8 million
Sentimentneutral

Sentiment: neutral

Topics: preferred-stock, capital-raise, financing

TL;DR

CNB Financial priced its 7.25% Series A preferred stock, raising capital.

AI Summary

On January 9, 2025, CNB Financial Corp./PA announced the pricing of its Series A Non-Cumulative Perpetual Preferred Stock, with a dividend rate of 7.25%. The company issued depositary shares, each representing a 1/40th interest in a share of this preferred stock.

Why It Matters

This offering provides CNB Financial with additional capital, strengthening its financial position and potentially supporting future growth initiatives.

Risk Assessment

Risk Level: low — The filing is a routine disclosure of preferred stock pricing and does not indicate any immediate financial distress or significant operational changes.

Key Numbers

  • 7.25% — Dividend Rate (Annual dividend rate for the Series A Preferred Stock)

Key Players & Entities

  • CNB FINANCIAL CORP/PA (company) — Registrant
  • 7.25% (dollar_amount) — Dividend rate on Series A Preferred Stock
  • Series A Non-Cumulative Perpetual Preferred Stock (company) — Type of security issued
  • January 9, 2025 (date) — Date of earliest event reported

FAQ

What is the total amount of capital raised by CNB Financial through this preferred stock offering?

The filing does not specify the total dollar amount raised, only the dividend rate of the preferred stock.

When was the Series A Non-Cumulative Perpetual Preferred Stock priced?

The Series A Non-Cumulative Perpetual Preferred Stock was priced on January 9, 2025.

What is the dividend rate for the Series A Preferred Stock?

The dividend rate for the Series A Non-Cumulative Perpetual Preferred Stock is 7.25%.

What does each depositary share represent?

Each depositary share represents a 1/40th interest in a share of 7.25% Series A Non-Cumulative Perpetual Preferred Stock.

What is the primary business of CNB Financial Corp./PA?

CNB Financial Corp./PA is in the business of commercial banking, as indicated by its Standard Industrial Classification code [6022].

Filing Stats: 2,467 words · 10 min read · ~8 pages · Grade level 14.6 · Accepted 2025-01-10 07:49:45

Key Financial Figures

  • $8.8 million — equired to pay CNB a termination fee of $8.8 million. The Merger Agreement also contains c

Filing Documents

Forward Looking Statements

Forward Looking Statements This report contains forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Such forward-looking statements about CNB and ESSA and their industry involve substantial risks and uncertainties. Statements other than statements of current or historical fact, including statements regarding CNB's or ESSA's future financial condition, results of operations, business plans, liquidity, cash flows, projected costs, and the impact of any laws or regulations applicable to CNB or ESSA, are forward-looking statements. Words such as "anticipates," "believes," "estimates," "expects," "forecasts," "intends," "plans," "projects," "may," "will," "should" and other similar expressions are intended to identify these forward-looking statements. Such statements are subject to factors that could cause actual results to differ materially from anticipated results. Among the risks and uncertainties that could cause actual results to differ from those described in the forward-looking statements include, but are not limited to the following: (i) CNB's and ESSA's ability to complete the proposed transaction on the proposed terms or on the anticipated timeline, or at all, including the risk that governmental approvals of the Merger may not be obtained, or adverse regulatory conditions may be imposed in connection with governmental approvals of the Merger and risks and uncertainties related to securing the necessary shareholder approvals and satisfaction of other closing conditions to consummate the proposed transaction; (ii) the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement relating to the proposed transaction; (iii) risks related to diverting the attention of ESSA and CNB management from ongoing business operations; (iv) failure to realize the expected benefits of the proposed transaction; (v) significant transaction costs and/or unknown or inestimable

Financial Statements and Exhibits

Financial Statements and Exhibits (d) Exhibits Exhibit Number Description 2.1* Agreement and Plan of Merger, dated January 9, 2025, by and among CNB Financial Corporation, CNB Bank, ESSA Bancorp, Inc. and ESSA Bank & Trust. 99.1 Investor Presentation, dated January 10, 2025. 99.2 Joint Press Release of CNB Financial Corporation and ESSA Bancorp, Inc., dated January 10, 2025. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * CNB Financial Corporation has omitted certain schedules and exhibits pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule or exhibit will be furnished supplementally to the SEC upon request; provided, however, that the parties may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any document so furnished.

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. CNB FINANCIAL CORPORATION January 10, 2025 By: /s/ Tito L. Lima Tito L. Lima Treasurer

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