Transaction Overview

CNB Financial Corporation (“CNB”) (NASDAQ: CCNE), the parent company of CNB Bank, announced the pricing of its underwritten public offering of 3,702,127 shares of its common stock at a public offering price of $23.50 per share, resulting in gross proceeds of approximately $87.0 million. The 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 from the offering for general corporate purposes, which may include working capital and the funding of organic growth or potential acquisitions.

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

About CNB Financial Corporation

CNB Financial Corporation is a financial holding company with consolidated assets of approximately $5.3 billion. CNB Financial Corporation conducts business primarily through its principal subsidiary, CNB Bank. CNB Bank is a full-service bank engaging in a full range of banking activities and services, including trust and wealth management services, for individual, business, governmental, and institutional customers. CNB Bank operations include a private banking division, three loan production offices, one drive-up office and 46 full-service offices in Pennsylvania, Ohio, New York and Virginia. CNB Bank’s divisions include ERIEBANK, based in Erie, Pennsylvania, with offices in Northwest Pennsylvania and Northeast 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 region. CNB Bank is headquartered in Clearfield, Pennsylvania, with offices in Central and North Central Pennsylvania.

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Greg Gersack

Managing Director, Head of Equity Capital Markets

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Dan Flaherty

Managing Director, FIG Group

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Lozan Aleksandrov

Managing Director, Equity Capital Markets

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