ENB Financial (ENBP) completes $31.3M cash acquisition of Cecil Bancorp

Rhea-AI Filing Summary

ENB Financial Corp completed its previously announced acquisition of Cecil Bancorp, Inc. on February 1, 2026. ENB acquired Cecil through a merger of ENB South Acquisition Subsidiary into Cecil, making Cecil a wholly owned subsidiary, followed by Cecil’s liquidation and dissolution.

Immediately after this step, Cecil Bank merged into The Ephrata National Bank, ENB’s existing bank subsidiary, with Ephrata as the surviving bank. Each outstanding share of Cecil common stock was converted into the right to receive $1.88 in cash, and all outstanding, unexercised Cecil stock options were redeemed for cash. ENB issued an aggregate of approximately $31.3 million in cash in the merger.

Insights

Bank M&A and balance sheet analyst

ENB expands its franchise by acquiring Cecil Bancorp for about $31.3M in cash.

ENB Financial Corp has closed its acquisition of Cecil Bancorp, using a merger structure that folds Cecil Bank directly into The Ephrata National Bank. This consolidates operations under ENB’s existing national bank subsidiary, simplifying the post-deal structure.

Consideration is entirely in cash: each Cecil common share receives $1.88, and all outstanding options are cashed out, for an aggregate merger cash outlay of about $31.3 million. This means no share issuance or immediate equity dilution from this transaction in the excerpt.

Future financial statements and pro forma information, to be filed within 71 days of the February 1, 2026 report date, will show how Cecil’s assets, liabilities, and earnings are integrated into ENB’s results, including any impacts on capital ratios and profitability.

8-K Event Classification

3 items: 2.01, 7.01, 9.01

3 items

Item 2.01 Completion of Acquisition or Disposition of Assets Financial

The company completed a significant acquisition or sale of business assets.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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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): 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.

	Exhibit Number	Description
	2.1	Agreement and Plan of Stock Acquisition by and among ENB Financial Corp, ENB South Acquisition Subsidiary, Inc., The Ephrata National Bank, Cecil Bancorp, Inc., and Cecil Bank dated as of August 12, 2025 (Incorporated by reference to ENB’s Current Report on Form 8-K filed with the Commission on August 13, 2025); schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. ENB Financial Corp agrees to furnish supplementally to the SEC a copy of any omitted schedule upon request.
	99.1	Press Release dated February 2, 2026
	104	Cover Page Interactive Data File (embedded in the cover page formatted in Inline XBRL)

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)

FAQ

What transaction did ENB Financial Corp (ENBP) complete on February 1, 2026?

ENB Financial Corp completed its previously announced acquisition of Cecil Bancorp, Inc. on February 1, 2026. Cecil first became a wholly owned ENB subsidiary, then Cecil Bank was merged into The Ephrata National Bank, ENB’s existing bank subsidiary, which remained the surviving bank.

How much did ENB Financial Corp pay to acquire Cecil Bancorp, Inc.?

ENB Financial Corp paid approximately $31.3 million in cash to acquire Cecil Bancorp, Inc. This cash consideration covers payments to Cecil common shareholders and the cash redemption of all outstanding and unexercised options to purchase Cecil common stock under the merger terms.

What did Cecil Bancorp shareholders receive in the ENB Financial (ENBP) acquisition?

Each outstanding share of Cecil Bancorp common stock was converted into the right to receive $1.88 in cash at the effective time of the merger. In addition, all outstanding and unexercised options to purchase Cecil common stock were redeemed for cash as part of the overall transaction.

What happened to Cecil Bank after ENB Financial Corp’s acquisition of Cecil Bancorp?

After the acquisition, 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. The Ephrata National Bank remained as the surviving bank entity following this merger combination.

Will ENB Financial Corp (ENBP) provide financial statements for the Cecil Bancorp acquisition?

Yes. ENB Financial Corp states that required financial statements of the business acquired and related pro forma financial information will be filed by amendment. These items must be submitted no later than 71 days after the date the current report is required to be filed with regulators.

Did ENB Financial Corp issue a press release about closing the Cecil Bancorp deal?

ENB Financial Corp issued a press release dated February 2, 2026 in connection with completing the Cecil Bancorp acquisition. The press release is included as Exhibit 99.1, and is incorporated by reference, although the information furnished under that exhibit is not deemed filed for liability purposes.