CNB Financial Corporation Announces Price of Public Offering of Common Shares

CNB Financial

CLEARFIELD, Pa., Sept. 16, 2022 (GLOBE NEWSWIRE) — CNB Financial Corporation (“CNB”) (NASDAQ: CCNE), the parent company of CNB Bank, today announced the price of its underwritten public offering of $3,702 127 shares of its common stock at a public offering price of $23.50 per share, raising gross proceeds of approximately $87 million. Net proceeds to CNB after deducting the underwriting discount and estimated offering expenses are expected to be approximately $81.7 million. CNB intends to use the net proceeds of the offering for general corporate purposes, which may include working capital and funding for organic growth or potential acquisitions.

In addition, CNB has granted the underwriters a 30-day option to purchase up to an additional 555,319 common shares.

PNC FIG Advisory, part of PNC Capital Markets LLC, and Janney Montgomery Scott LLC are acting as joint bookrunners for the offering.

CNB expects to close the offering, subject to customary conditions, on or about September 21, 2022. The Common Shares are being offered and sold pursuant to an effective shelf registration statement that CNB has previously filed with the Securities and Exchange Commission (the “SECOND”). Copies of the preliminary prospectus supplement relating to the offering and the final prospectus supplement, when available, may be obtained by visiting the SEC’s website at www.sec.gov or by contacting PNC FIG Advisory, which is part of PNC Capital Markets LLC at [email protected] or Janney Montgomery Scott LLC at [email protected]

This press release does not constitute an offer to sell or the solicitation of an offer to buy securities of CNB, which is made solely by means of the Prospectus Supplement and the accompanying Prospectus, and there will be no no sale of such securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. The common shares offered under the public offering will not be insured by the Federal Deposit Insurance Corporation or any other governmental agency.

About CNB Financial Corporation

CNB Financial Corporation is a financial holding company with consolidated assets of approximately $5.3 billion. CNB Financial Corporation operates primarily through its principal subsidiary, CNB Bank. CNB Bank is a full-service bank that offers a full range of banking activities and services, including trust and wealth management services, for individuals, businesses, governments and institutional clients. CNB Bank’s operations include a private banking division, three loan origination offices, a drive-thru office and 46 full-service offices in Pennsylvania, Ohio, New York and Virginia. CNB Bank divisions include ERIEBANK, based in Erie, Pennsylvania, with offices in northwestern Pennsylvania and northeastern Ohio; FCBank, based in Worthington, Ohio, with offices in central Ohio; BankOnBuffalo, based in Buffalo, New York, with offices in Western New York; and Ridge View Bank, with offices in the Southwest Virginia area. CNB Bank is headquartered in Clearfield, Pennsylvania, with offices in central and north-central Pennsylvania. Additional information about CNB Financial Corporation is available at www.CNBBank.bank.

Forward-looking statements

This press release contains 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. These forward-looking statements are intended to be covered by the “forward-looking statements” safe harbor under the Private Securities Litigation Reform Act of 1995. Forward-looking statements are those that are not historical facts. Forward-looking statements include statements regarding 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 CNB’s control). Forward-looking statements often include the words “believes”, “expects”, “anticipates”, “estimates”, “plans”, “intends”, “plans”, “targets”, “potentially”, “probably”, “plans”. ,” “outlook” or similar expressions or future conditional verbs such as “may”, “will”, “should”, “will” and “could”. CNB’s actual results may differ materially from those contemplated in the statements. forward-looking statements, which are neither statements of historical fact nor guarantees or assurances of future performance. in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of and forward-looking disclaimers in CNB’s annual and quarterly reports filed with the SEC .

Forward-looking statements are based on the beliefs and assumptions of management and are made as of the date of this press release. CNB undertakes no obligation to publicly update or revise any forward-looking statements included in this press release or to update as to why actual results may differ from those contained in such statements, whether as a result new information, future events or otherwise, except as required by law. In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this press release may not occur and you should not place undue reliance on any forward-looking statements.

CONTACT: Contact: Tito L. Lima Treasurer (814) 765-9621

Luisa D. Fuller