UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
______________
Date of Report (Date of earliest event reported): February 1, 2026
ENB Financial Corp
(Exact name of Registrant as specified in its charter)
| Pennsylvania | 000-53297 | 51-0661129 | ||
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 31 E. Main St., Ephrata, PA | 17522-0457 | |
| (Address of principal executive offices) | (Zip Code) |
(717) 733-4181
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| None | N/A | N/A |
Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
CURRENT REPORT ON FORM 8-K
| ITEM 2.01 | Completion of Acquisition or Disposition of Assets |
Effective February 1, 2026, ENB Financial Corp (“ENB”) completed its previously-announced acquisition of Cecil Bancorp, Inc. (“Cecil”) pursuant to the Agreement and Plan of Stock Acquisition, dated as of August 12, 2025, by and among ENB, ENB South Acquisition Subsidiary, Inc. (“Acquisition Subsidiary”), The Ephrata National Bank, Cecil, and Cecil Bank (the “Agreement”). At the effective time of the acquisition, Acquisition Subsidiary merged with and into Cecil, with Cecil surviving the merger and becoming the wholly-owned subsidiary of ENB. Immediately after the merger, Cecil’s board of directors approved and sole stockholder adopted the complete liquidation and dissolution of Cecil. In addition, immediately thereafter, Cecil Bank, a Maryland state-chartered bank, merged with and into The Ephrata National Bank, a national banking association and ENB’s wholly-owned subsidiary, with The Ephrata National Bank as the surviving bank.
Subject to the terms and conditions of the Agreement and adjustments as provided therein, at the effective time of the merger, each outstanding share of Cecil common stock was converted into the right to receive $1.88 in cash. In addition, all outstanding and unexercised options to purchase shares of Cecil common stock were redeemed for cash. As a result of the acquisition, ENB issued an aggregate of approximately $31.3 million in cash in the merger.
The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Reorganization Agreement, which is attached hereto as Exhibit 2.1 and is incorporated herein by reference.
| ITEM 7.01 | Regulation FD Disclosure |
In connection with the completion of the acquisition, ENB issued a press release on February 2, 2026. A copy of the press release is attached as Exhibit 99.1 and is incorporated herein by reference. The information furnished pursuant to this item shall not be deemed “filed” for any purpose.
| ITEM 9.01 | Financial Statements and Exhibits |
(a) Financial Statements of Business Acquired
The financial statements required to be filed under this Item 9.01(a) shall be filed by an amendment to this Form 8-K not later than 71 days after the date this Current Report on Form 8-K is required to be filed.
(b) Pro Forma Financial Information
The pro forma financial information required to be filed under this Item 9.01(b) shall be filed by an amendment to this Form 8-K not later than 71 days after the date this Current Report on Form 8-K is required to be filed.
(d) Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned, thereunto duly authorized.
| ENB FINANCIAL CORP | |
| (Registrant) | |
| Dated: February 2, 2026 | /s/ Douglas P. Barton |
| Douglas P. Barton | |
| Executive Vice President/Chief Financial Officer and Treasurer (Principal Financial Officer) |
PRESS RELEASE
FOR IMMEDIATE RELEASE
Contact: Craig Rodenberger
SVP, Chief Marketing Officer
717-721-5279
crodenberger@epnb.com
ENB FINANCIAL CORP AND THE EPHRATA NATIONAL BANK COMPLETE THE ACQUISITION OF CECIL BANCORP, INC. AND CECIL BANK
EPHRATA, PA (February 2, 2026) - ENB Financial Corp (OTCQX: ENBP) (“ENB” or the “Corporation”), bank holding company for The Ephrata National Bank, announced today that its acquisition of Cecil Bancorp, Inc. (“Cecil”) and its wholly owned subsidiary Cecil Bank, headquartered in Elkton, Maryland, was completed on February 1, 2026.
All former Cecil Bank office locations will operate as Cecil Bank, a division of The Ephrata National Bank until the conversion of the former Cecil Bank systems to ENB systems which is currently expected to begin at the close of business on June 26. The offices will then reopen June 29 and be fully operational as locations of The Ephrata National Bank.
With the combination of the two organizations, ENB, on a consolidated basis, has approximately $2.5 billion in assets, $2.1 billion in deposits, and $1.7 billion in loans with 18 full-service community banking offices located in Lancaster County, southeastern Lebanon County, southern Berks County, Pennsylvania and Cecil County, Maryland.
“We are excited to serve the Cecil Bank customers and community as we enter Cecil County, Maryland,” stated Jeffrey S. Stauffer, President and Chief Executive Officer of ENB Financial Corp. “With our strong commitment to community banking, we believe adding the northern and eastern Maryland market to our current footprint positions us for strong and profitable growth while offering a greater array of financial products to Cecil Bank customers.”
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Bybel Rutledge LLP served as legal counsel and Performance Trust Capital Partners, LLC served as exclusive financial advisor to ENB Financial Corp. Nelson Mullins Riley & Scarborough LLP served as legal counsel and Hovde Group, LLC served as exclusive financial advisor to Cecil Bancorp, Inc.
About ENB Financial Corp
ENB Financial Corp, headquartered in Ephrata, PA, is the bank holding company for its wholly-owned subsidiary The Ephrata National Bank. The Ephrata National Bank operates from fourteen full-service locations in Lancaster County, southeastern Lebanon County, and southern Berks County, Pennsylvania, with the headquarters located at 31 E. Main Street, Ephrata, PA. It operates from four full-service locations in Cecil County, Maryland as Cecil Bank, a division of The Ephrata National Bank. The Ephrata National Bank has been serving the community since 1881. For more information about ENB Financial Corp, visit the Corporation’s web site at www.enbfc.com.
Caution Regarding Forward-Looking Statements
This information presented herein contains forward-looking statements. These forward-looking statements include, but are not limited to, statements about (i) the benefits of the proposed merger between ENB and Cecil, (ii) ENB’s plans, obligations, expectations and intentions, and (iii) other statements presented herein that are not historical facts. Words such as “anticipates”, “believes”, “intends”, “should”, “expects”, “will” and variations of similar expressions are intended to identify forward-looking statements. These statements are based on the beliefs of the respective managements of ENB and Cecil as to the expected outcome of future events and are not guarantees of future performance. These statements involve certain risks, uncertainties and assumptions that are difficult to predict with regard to timing, extent, and degree of occurrence. Results and outcomes may differ materially from what may be expressed or forecasted in forward-looking statements. Factors that could cause results and outcomes to differ materially include, among others, the ability to obtain required regulatory and stockholder approvals and meet other closing conditions to the transaction; the ability to complete the merger as expected and within the expected timeframe; disruptions to customer and employee relationships and business operations caused by the merger; the ability to implement integration plans associated with the transaction, which integration may be more difficult, time-consuming or costly than expected; the ability to achieve the cost savings and synergies contemplated by the merger within the expected timeframe, or at all; changes in local and national economies, or market conditions; changes in interest rates; regulations and accounting principles; changes in policies or guidelines; loan demand and asset quality, including real estate values and collateral values; deposit flow; the impact of competition from traditional or new sources; and, the other factors detailed in ENB’s publicly filed documents, including its Annual Report on Form 10-K for the year ended December 31, 2024 and Quarterly Report on Form 10-Q for the quarters ended March 31, 2025, June 30, 2025, and September 30, 2025. ENB and Cecil assume no obligation to revise, update or clarify forward-looking statements to reflect events or conditions after the date of this press release.
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