Form 4: ESSA Bancorp Senior VP's Shares Convert in CNB Financial Merger

A Senior Vice President of ESSA Bancorp, Inc. reported the disposition of all beneficial shares of ESSA common stock due to the company's merger with CNB Financial Corporation.

Summary

• Thomas J. Grayuski, Senior Vice President of ESSA Bancorp, Inc., reported changes in his beneficial ownership of ESSA common stock.
• On July 15, 2025, 1,030 shares of common stock were disposed of at $20.32 per share for tax withholding purposes.
• On July 23, 2025, all remaining 57,975 directly held shares and 16,024 shares held indirectly via ESOP were disposed of, resulting in zero beneficial ownership of ESSA common stock.
• These dispositions are a direct result of the Agreement and Plan of Merger, dated January 9, 2025, between ESSA Bancorp, Inc. and CNB Financial Corporation.
• Under the merger agreement, each ESSA common stock share was converted into the right to receive 0.8547 shares of CNB Financial Corporation common stock, with cash paid in lieu of fractional shares.
• An additional 66,885 shares held indirectly via a 401(k) were also disposed of on July 23, 2025, though this transaction was not required to be reported under Section 16.

Sentiment

Score: 7

Explanation: The filing reports the expected disposition of shares by a Senior Vice President due to a pre-announced merger, including the vesting of restricted stock awards. This is a procedural filing confirming the execution of a strategic event.

Positives

• Restricted stock awards held by the Senior Vice President fully vested immediately prior to the effective time of the merger.
• The merger consideration provides ESSA Bancorp shareholders with shares in CNB Financial Corporation, indicating the successful completion of a strategic transaction.

Future Outlook

NA

Industry Context

This filing reflects the final stages of a merger between two financial institutions, ESSA Bancorp, Inc. and CNB Financial Corporation, a common trend in the regional banking sector aimed at achieving economies of scale and expanding market reach.

Stakeholder Impact

• Shareholders: ESSA Bancorp shareholders' common stock was converted into CNB Financial Corporation common stock as part of the merger.
• Employees: The Senior Vice President's restricted stock vested due to the merger, impacting executive compensation.

Key Dates

Keywords

ESSA Bancorp, CNB Financial Corporation, Merger, Form 4, Insider Trading, Stock Disposition, Executive Compensation, Thomas J. Grayuski, ESSA, CNB