8-K
ENB Financial Corp (ENBP)
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 ExchangeAct of 1934
Date of Report (Date of earliest event reported):
August 24, 2025
ENB Financial Corp
(Exact name of Registrant as specified in its charter)
| Pennsylvania | 000-53297 | 51-0661129 |
|---|---|---|
| (State or other jurisdiction<br><br>of incorporation) | (Commission File<br> Number) | (IRS Employer<br><br> <br>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<br>to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to<br>Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications<br>pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications<br>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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;Compensatory Arrangements of Certain Officers. |
|---|
Effective August 24, 2025, ENB Financial Corp (the “Company”), The Ephrata National Bank (the “Bank”) and Rachel G. Bitner, Treasurer of the Company and EVP, Chief Financial Officer of the Bank entered into an amendment to the employment agreement with Ms. Bitner (the “Amendment”). The Amendment was made in connection with the previously announced naming of Ms. Bitner as successor to Jeffrey S. Stauffer as President and Chief Executive Officer of the Company and the Bank following his retirement on December 31, 2026.
Pursuant to the Amendment, Ms. Bitner’s title becomes Executive Vice President/Chief Financial Officer and Treasurer of the Company and of the Bank and President/Chief Executive Officer Elect until the Company and Bank appoints a new Treasurer and Chief Financial Officer at which time her title will become President and Chief Executive Officer Elect. Commencing on January 1, 2027, Ms. Bitner will become President and Chief Executive Officer of the Corporation and the Bank. Ms. Bitner’s annual base salary was increased to $380,625 per year less any applicable withholdings and deductions effective with the Amendment. Upon her assumption of the role of President and Chief Executive Officer on January 1, 2027, her salary will become $422,917 less any applicable withholdings and deductions. Except for the changes disclosed in this Current Report all other terms and conditions of Ms. Bitner’s employment agreement remain unchanged.
The foregoing description of the Amendment does not purport to be complete and is qualified by reference to the full text of the Amendment, which is filed hereto as Exhibit 10.1 and is incorporated herein by reference.
| ITEM 9.01 | Financial Statements and Exhibits |
|---|
(d) Exhibits.
| Exhibit Number | Description |
|---|---|
| 10.1 | Amendment to Employment Agreement by and among ENB Financial Corp, The Ephrata National Bank and Rachel G. Bitner effective August 24, 2025 |
| 104 | Cover Page Interactive Data File (embedded in the cover page<br>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 27, 2025 | /s/ Rachel G. Bitner |
| Rachel G. Bitner | |
| Executive Vice President/Chief Financial Officer and Treasurer | |
| (Principal Financial Officer) |
2
Exhibit 10.1
AMENDMENT TO EMPLOYMENT AGREEMENT
BY AND AMONG ENB FINANCIAL CORPORATION, THEEPHRATA NATIONAL BANK, AND RACHEL G. BITNER
ENB Financial Corp. (“Corporation”), The Ephrata National Bank (“Bank”), and Rachel G. Bitner (“Executive”) (collectively, the “Parties”) are Parties to that certain Employment Agreement by and among them made October 28, 2022 (the “Employment Agreement”).
WHEREAS, Corporation and Executive desire to amend the Employment Agreement, as provided below; and
WHEREAS, specifically, the Parties desire to amend the Employment Agreement to reflect a revision to Executive’s title and further mutually agreed upon revisions to the “Duties of Executive” Section 2 and “Annual Base Salary” Section 5(a) of the Employment Agreement, as set forth below;
NOW THEREFORE, the Parties hereby agree as follows, effective as of August 24, 2025:
- The Executive’s title shall be “Executive Vice President/Chief Financial Officer and Treasurer of the Corporation and of the Bank and President/Chief Executive Officer Elect” until the Corporation and Bank retains a successful candidate to assume the Treasurer and Chief Financial Officer role, (“the CFO Engagement”) at which time the Executive’s title shall be President and Chief Executive Officer Elect until January 1, 2027, at which time Executive’s title shall be President and Chief Executive Officer, and;
| 2. | The Parties hereby agree that Section 2 of the Employment Agreement titled “Duties of Executive” is hereby amended by and replaced with the following language: |
|---|---|
| (a) Executive shall serve, until the CFO Engagement,<br>as the Executive Vice President/Chief Financial Officer and Treasurer of the Corporation and of the Bank and President/Chief Executive<br>Officer Elect reporting only to the President and Chief Executive Officer, and to the Board of Directors, or committee thereof, as may<br>be required by law, rule or regulation. Executive shall have such other duties and hold such other titles as may be given to her from<br>time to time by the Boards of Directors of the Corporation and the Bank provided that such duties are consistent with the Executive’s<br>position as Executive Vice President/Chief Financial Officer and Treasurer of the Corporation and of the Bank and President/Chief Executive<br>Officer Elect, and; | |
| (b) Commencing on January 1, 2027, as provided in section 1(b) of this Amendment to Employment Agreement, Executive shall serve as the President and Chief Executive Officer of the Corporation and the Bank reporting only to the Board of Directors, or committee thereof, as may be required by law, rule or regulation. Executive shall have such other duties and hold such other titles as may be given to her from time to time by the Boards of Directors of the Corporation and the Bank provided that such duties are consistent with the Executive’s position as President and Chief Executive Officer. | |
| 3. | The Bank, consistent with Section 5(a) of the Employment Agreement shall increase and shall pay Executive as follows:<br><br><br><br>(a) Effective on the date of this Amendment to Employment Agreement and in acknowledgment of the additional duties of Successor President<br>and Chief Executive Officer, an Annual Base Salary at the rate of $380,625 per year, minus applicable withholdings and deductions, payable<br>at the same times as salaries are payable to other executive employees of the Bank. Consistent with Section 5(a) of the Employment Agreement<br>said increase shall be deemed to constitute an amendment to the Section 5(a), and; |
| --- | --- |
(b) Upon the assumption of the role of President and Chief Executive Officer on January 1, 2027, an Annual Base Salary at the rate of $422,917 per year, minus applicable withholding and deductions, payable at the same times as salaries are payable to other executive employees of the Bank. Consistent with Section 5(a) of the Employment Agreement said increase shall be deemed to constitute an amendment to the Section 5(a).
All other terms of the Employment Agreement by and among the Parties dated October 28, 2022 remain in full force and effect.
IN WITNESS WHEREOF, intending to be legally bound, the Parties hereto have caused this Agreement to be duly executed as of the day and year written below.
| ATTEST: | ENB FINANCIAL CORP | |
|---|---|---|
| /s/ Adrienne L. Miller | By | /s/ Jeffrey S. Stauffer |
| Jeffrey S. Stauffer | ||
| Date: August 27, 2025 | President and CEO | |
| ATTEST: | THE EPHRATA NATIONAL BANK | |
| /s/ Adrienne L. Miller | By | /s/ Jeffrey S. Stauffer |
| Jeffrey S. Stauffer | ||
| Date: August 27, 2025 | President and CEO | |
| EXECUTIVE | ||
| /s/ Rachel G. Bitner | ||
| Rachel G. Bitner |