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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): August 26, 2025

 

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 5.20Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

  

On August 26, 2025, William J. Kitsch, IV, Senior Executive Vice President, Chief Revenue Officer of ENB Financial Corp’s (the “Corporation”) wholly-owned subsidiary, Ephrata National Bank (the “Bank”), and the Corporation and the Bank mutually agreed upon Mr. Kitsch’s separation of employment effective August 30, 2025. In connection with his separation, Mr. Kitsch entered into a severance agreement, dated August 26, 2025 (the “Severance Agreement”), which confirms his separation benefits and post-termination obligations. Pursuant to the Severance Agreement, Mr. Kitsch will receive one year of his annual base salary of $295,658 less any applicable deductions and withholdings paid over a period of one year, and health and welfare benefits for one year or until he secures comparable coverage. The Severance Agreement also includes a release of claims in favor of the Corporation and Bank and customary confidentiality, non-solicitation and non-disparagement provisions.

 

The foregoing description of the Severance Agreement does not purport to be complete and is qualified by reference to the full text of the Severance Agreement, which is filed hereto as Exhibit 10.1 and is incorporated herein by reference.

 

ITEM 9.01Financial Statements and Exhibits

 

(d) Exhibits.

 

Exhibit
Number
  Description
     
10.1   Severance Agreement and General Release among ENB Financial Corporation, Ephrata National Bank and William J. Kitsch dated August 26, 2025
     
104   Cover Page Interactive Data File (embedded in the cover page formatted in Inline XBRL)

 

1

 

 

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: August 29, 2025 /s/ Rachel G. Bitner
Rachel G. Bitner
Executive Vice President/Chief Financial Officer and Treasurer
(Principal Financial Officer)

 

2

 

Exhibit 10.1

 

SEVERANCE AGREEMENT AND GENERAL RELEASE

 

ENB Financial Corp. and Ephrata National Bank (together, “Employer”) and William Kitsch (“Employee”) hereby agree as follows:

 

1. Employee’s last and final day of employment with Employer shall be August 30, 2025. By or before that date, Employee will return all Employer property in Employee’s possession or control, including but not limited to keys, security passes, credit cards, mobile devices, computer equipment, documents, records, electronically stored information, and any other property or materials (whether physical or digital) belonging to Employer. Employee further agrees not to retain any copies, duplicates, excerpts, or summaries of any such property, whether in hard copy or electronic form, except as expressly permitted by Employer in writing.

 

2. Employee’s separation from employment is the result of mutual agreement between the parties. To that end, and in consideration of the covenants and releases set forth herein, Employer will provide Employee with the separation payments and benefits described in this Agreement.

 

3. In consideration for Employee signing, and not revoking, this Severance Agreement and General Release (“Agreement”) and complying with the terms set forth herein, Employer shall provide and/or agree to the following:

 

a.Employer shall pay Employee and/or provide benefits as follows:

 

i.One (1) year of Employee’s Annual Base Salary, less all applicable employment deductions, which will be paid to Employee in accordance with Employer’s regular payroll practices for a period of one (1) year, starting on the first payroll date following the expiration of the Revocation Period.

 

ii.For a period of one (1) year from the date of Employee’s separation, or until Employee secures benefits of comparable coverage through other employment, whichever occurs first, Employee will continue to receive all life, disability, medical insurance and other normal health and welfare benefits in effect with respect to Employee at the time of separation under the terms then in effect to which Employee and his spouse were participants; provided, however, that if Employer cannot legally provide such benefits because Employee is no longer an employee, or future law or plans do not permit so, Employer agrees to reimburse Employee in an amount equal to the monthly premium paid by Employee to obtain comparable coverage for such benefits, subject to Code Section 409A.

 

b.Employer agrees to waive enforcement of the non-compete obligations set forth in Subsection 9(a)(i) and 9(a)(ii) of the Employment Agreement.

 

 

 

 

4. Employee knowingly and voluntarily releases and forever discharges Employer of and from any and all claims, whether known or unknown, which Employee, Employee’s heirs, executors, administrators, successors, and assigns, have or may have against Employer that accrued or arose at any time prior to the execution of this Agreement, including, but not limited to, any alleged violations of Title VII of the Civil Rights Act; the Employee Retirement Income Security Act; the Americans with Disabilities Act; the Family and Medical Leave Act; the Age Discrimination in Employment Act; the Older Workers Benefit Protection Act; the Pennsylvania Human Relations Act; §§ 1981-1988 of Title 42 of the U.S.C.; the Immigration Reform and Control Act; the National Labor Relations Act; any amendments to the foregoing statutes; any other federal, state, or local civil rights or employment- related law, regulation, or ordinance; any public policy, contract, tort, or common law, including, but not limited to, breach of contract, wrongful discharge, reliance, or promissory estoppel; and any allegations for costs, fees, or other expenses, including attorneys’ fees. Employee further represents that, to the best of Employee’s knowledge, Employee possesses no claims against Employer, including claims under the Fair Labor Standards Act (“FLSA”), the Pennsylvania Wage Payment and Collection Law, and/or the Pennsylvania Minimum Wage Act. Employee further represents and warrants that Employee has received any and all compensation to which Employee may have been entitled, including overtime compensation (if applicable), and that Employee is not aware of any facts or circumstances constituting a violation by Employer of the FLSA or any corresponding state law.

 

5. Employee waives the right to file any action, charge, or complaint on Employee’s own behalf, and to participate in any action, charge, or complaint which may be made by any other person on Employee’s behalf, with any federal, state, or local judicial body, court, or administrative agency against Employer, except where such waiver is prohibited by law (such as, for example, Employee’s right to file a charge with the U.S. Equal Employment Opportunity Commission). Should any such action, charge, or complaint be filed, Employee agrees that Employee will not accept any relief or recovery therefrom. Employee confirms that no action, charge, or complaint of any kind is currently pending of which Employee is a party or has knowledge. Except as prohibited by law, in the event that any such action, charge, or complaint is filed, it shall be dismissed with prejudice upon presentation of the instant Agreement, and Employee shall reimburse Employer for the fees and costs, including attorneys’ fees, of defending such action, charge, or complaint.

 

6. The parties agree not to make, or cause to be made, any statements to any third parties that disparage or defame the other party. This includes any negative or derogatory comments about the other party’s reputation, practices, personnel, or services. This restriction applies to verbal, written, and electronic communications, including but not limited to social media platforms.

 

7. Employee agrees that neither this Agreement, nor the furnishing of any consideration as provided herein, shall be deemed or construed, at any time, and for any purpose, as an admission by Employer of any liability or unlawful conduct of any kind.

 

8. By signing this Agreement, Employee represents and agrees that:

 

(a)this Agreement is entered into knowingly and voluntarily;
   
(b)Employee is receiving consideration over and above anything of value to which he is already entitled;
   
(c)Employee has been given twenty-one (21) days to consider the terms of this Agreement and has chosen to execute it on the date indicated below;
   
(d)Employee has been advised to consult with an attorney;
   
(e)Employee has seven (7) days following execution of this Agreement to revoke same (“Revocation Period”), in which case the parties’ obligations herein shall be null and void, including all obligations of Employer contained in Paragraph 3. If not revoked, this Agreement shall become effective on the eighth day following the date on which Employee signs this Agreement.

 

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9. Should any provision of this Agreement be declared illegal or unenforceable by any court of competent jurisdiction and cannot be modified to be enforceable, such provisions shall immediately become null and void, leaving the remainder of this Agreement in full force and effect.

 

10. This Agreement may not be modified, altered, or changed except upon express written consent of both parties.

 

11. This Agreement is intended to supplement Employee’s Employment Agreement and, as so modified, sets forth the entire agreement between the parties and supersedes any prior agreement or understanding between them regarding the subject matter hereof, and it shall be governed by and interpreted under, for all purposes, the laws of the Commonwealth of Pennsylvania.

 

ENB Financial Corp.   William Kitsch
     
By:  /s/ Jeffrey S. Stauffer

/s/ William J. Kitsch IV

  Jeffrey S. Stauffer, President and CEO    
       
Date: 8/26/2025   Date: 8/26/2025

 

Ephrata National Bank  
   
By:  /s/ Jeffrey S. Stauffer
  Jeffrey S. Stauffer, President and CEO  
     
Date: 8/26/2025

 

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