STOCK COMPENSATION

9 Months Ended

Sep. 30, 2025

Share-Based Payment Arrangement [Abstract]

The Corporation has a stock incentive plan, which is administered by a committee of the Board of Directors and which permits the Corporation to provide various types of stock-based compensation to its key employees, directors, and/or consultants. In April 2025, the Corporation's shareholders approved the CNB Financial Corporation 2025 Omnibus Incentive Plan (the "2025 Stock Incentive Plan"), which replaces the CNB Financial Corporation 2019 Omnibus Incentive Plan (the "2019 Stock Incentive Plan") and provides for the issuance of up to 782,246 shares of common stock (including shares that remained available for future awards under the 2019 Stock Incentive Plan as of the effective date of the 2025 Plan and shares related to outstanding awards under the 2019 Stock Incentive Plan that may become available after expiration, forfeiture or cancellation of such awards). The 2025 Stock Incentive Plan provides for the issuance of common stock through the grant of a variety of awards, including stock options, stock appreciation rights, restricted stock units, unrestricted stock, dividend equivalent rights and other equity-based awards. The 2025 Stock Incentive Plan terminates in January 2035, unless terminated earlier by the Board of Directors.

For key employees, the vesting of time-based restricted stock is one-third, one-fourth, or one-fifth of the granted restricted shares per year, beginning one year after the grant date, with 100% vesting on the third, fourth or fifth anniversary of the grant date, respectively. Stock compensation received by non-employee directors vests in full as of the year-end of the year of grant.

At September 30, 2025, there was no unrecognized compensation cost related to stock-based compensation awarded under this plan and, except for the time-based and performance-based restricted stock awards disclosed below and in previous filings, no other stock-based compensation was granted during the three and nine months ended September 30, 2025 and 2024.

Compensation expense for the restricted stock awards is recognized over the requisite service period based on the fair value of the shares at the date of grant on a straight-line basis. Non-vested restricted stock awards are recorded as a reduction of additional paid-in-capital in shareholders' equity until earned. Compensation expense resulting from time-based, performance-based and director restricted stock awards was $791 thousand and $1.9 million for the three and nine months ended September 30, 2025, respectively, and $471 thousand and $1.8 million for the three and nine months ended September 30, 2024, respectively. The total income tax benefit related to the recognized compensation cost of vested restricted stock awards was $166 thousand and $397 thousand for the three and nine months ended September 30, 2025, respectively, and $99 thousand and $386 thousand for the three and nine months ended September 30, 2024, respectively.

A summary of changes in time-based unvested restricted stock awards for the three months ended September 30, 2025 follows:


	Shares	Per Share Weighted Average Grant Date Fair Value
Unvested at beginning of period	254,477	$	22.51
Granted	1,570	22.28
Forfeited	(3,423)	22.51
Vested	(1,363)	24.01
Unvested at end of period	251,261	$	22.50

A summary of changes in time-based unvested restricted stock awards for the nine months ended September 30, 2025 follows:


	Shares	Per Share Weighted Average Grant Date Fair Value
Unvested at beginning of period	178,556	$	22.37
Granted	147,132	22.82
Forfeited	(12,894)	22.41
Vested	(61,533)	22.91
Unvested at end of period	251,261	$	22.50

As of September 30, 2025 and December 31, 2024, there was $4.4 million and $2.7 million, respectively, of total unrecognized compensation cost related to non-vested shares granted under the 2025 Stock Incentive Plan. The fair value of shares vested was $35 thousand and $1.6 million during the three and nine months ended September 30, 2025, respectively and $33 thousand and $1.4 million during the three and nine months ended September 30, 2024, respectively.

In addition to the time-based restricted stock disclosed above, the Corporation's Board of Directors grants performance-based restricted stock awards ("PBRSAs") to key employees. The number of PBRSAs will depend on certain performance conditions earned over a three year period and are also subject to service-based vesting. In 2025, awards representing a maximum of 55,575 shares in aggregate were granted to key employees. In 2024, awards representing a maximum of 44,988 shares in aggregate were granted to key employees. In 2023, awards representing a maximum of 35,129 shares in aggregate were granted to key employees.

In 2024, the 2022 PBRSAs were fully earned and in 2025, 8,916 shares were fully distributed. The fair value of the shares distributed in 2025 was $226 thousand.