Stock-Based Compensation

12 Months Ended

Dec. 31, 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. All stock-based compensation grants during the years ending December 31, 2025, 2024, and 2023 and outstanding at December 31, 2025, 2024, and 2023 were time-based and performance-based restricted stock.

During the years ended December 31, 2025, 2024, and 2023, the Executive Compensation and Personnel Committee of the Corporation's Board of Directors granted a total of 147,132, 130,857, and 105,185 shares, respectively, of time-based restricted common stock to certain key employees and all independent directors of the Corporation.

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 $2.7 million, $2.2 million, and $1.7 million for the years ended December 31, 2025, 2024, and 2023, respectively. The total income tax benefit related to the recognized compensation cost of vested restricted stock awards was $560 thousand, $467 thousand, and $354 thousand for the years ended December 31, 2025, 2024, and 2023, respectively.

A summary of changes in time-based unvested restricted stock awards follows:


	Shares	Weighted-average Grant Date Fair Value
Non-vested at January 1, 2025	178,556	$	22.37
Granted	147,132	22.82
Forfeited	(16,971)	22.46
Vested	(61,533)	22.91
Non-vested at December 31, 2025	247,184	$	22.50

As of December 31, 2025 and 2024, there was $3.6 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 vesting during the year end December 31, 2025, 2024, and 2023 was $1.6 million, $1.4 million, and $1.0 million, respectively. As of December 31, 2025, there were zero outstanding unvested restricted stock awards granted to the Corporation's Board of Directors.

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. Awards with a maximum of 55,575 shares, 44,988 shares, and 35,129 shares in aggregate were granted to key employees in 2025, 2024, and 2023, respectively. As of December 31, 2025, there were a maximum 130,828 shares outstanding related to PBRSAs.

Total compensation expense related to the PBRSAs and included in the above compensation expense total was $591 thousand, $431 thousand and $235 thousand for 2025, 2024, and 2023, respectively. Estimated remaining unearned compensation related to PBRSAs at December 31, 2025 was $856 thousand.

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. In 2023, the 2021 PBRSAs were fully earned and in 2024, 9,667 shares were fully distributed. The fair value of the shares distributed in 2024 was $206 thousand.

The number of authorized stock-based awards still available for grant as of December 31, 2025 was 592,608.