Item 1A. Risk Factors
An investment in the Corporation’s common stock is subject to
risks inherent to the banking industry and the equity markets. The material risks and uncertainties that management believes affect the
Corporation are described below. Before making an investment decision, you should carefully consider the risks and uncertainties described
below together with all of the other information included or incorporated by reference in this report. The risks and uncertainties described
below are not the only ones facing the Corporation. Additional risks and uncertainties that
14
ENB FINANCIAL CORP
management is not aware of or is not focused
on, or currently deems immaterial, may also impair the Corporation’s business operations. This report is qualified in its entirety
by these risk factors.
If any of the following risks actually occur, the Corporation’s
financial condition and results of operations could be materially and adversely affected. If this were to happen, the value of the Corporation’s
common stock could decline significantly, and you could lose all or part of your investment.
Risks Related to Interest Rates and Investments
The Corporation Is Subject to Interest Rate Risk
The Corporation’s earnings and cash flows are largely dependent
upon its net interest income. Net interest income is the difference between interest income earned on interest earning assets, such as
loans and securities, and interest expense paid on interest bearing liabilities, such as deposits and borrowed funds. Interest rates are
highly sensitive to many factors that are beyond the Corporation’s control, including general economic conditions and policies of
various governmental and regulatory agencies, particularly, the Board of Governors of the Federal Reserve System.
Changes in monetary policy, including changes in interest rates, could
influence not only the interest the Corporation receives on loans and securities, but also the amount of interest it pays on deposits
and borrowings. Changes in interest rates could also affect:
· The Corporation’s ability to originate loans and obtain deposits
· The fair value of the Corporation’s financial assets and liabilities
· The average duration of the Corporation’s assets and liabilities
· The future liquidity of the Corporation
If the interest rates paid on deposits and other borrowings increase
at a faster rate than the interest rates received on loans and other securities, the Corporation’s net interest income, and therefore
earnings, could be adversely affected. Earnings could also be adversely affected if the interest rates received on loans and other securities
fall more quickly than, or do not keep pace with, the interest rates paid on deposits and other borrowings or increases thereon.
Although management believes it has implemented effective asset and
liability management strategies to reduce the potential effects of changes in interest rates on the Corporation’s results of operations,
any substantial, unexpected, prolonged change in market interest rates could have a material adverse effect on the Corporation’s
financial condition and results of operations.
If The Corporation Concludes That the Decline in Value of Any
of Its Debt Securities Is Credit Related, The Corporation is Required to Write Down the Value of That Security Through a Charge to Earnings
The Corporation reviews the debt securities portfolio at each quarter-end
reporting period to determine whether the fair value is below the current carrying value. When the fair value of any of the debt securities
has declined below its carrying value, the Corporation is required to assess whether the decline is related to credit deterioration. If
it concludes that the decline is credit related, it is required to write down the value of that security through a charge to earnings.
In determining whether a credit loss exists, management shall consider the factors in paragraphs 326-30-55-1 through 55-4 of ASU 2016-13,
Financial Instruments – Credit Losses, and use its best estimate of the present value of cash flows expected to be collected
from the debt security. Management must use its best estimate to determine if a credit loss exists. It may develop its best estimate using
either a singular best estimate approach or a probability-weighted approach but must apply the chosen approach consistently. Management
has elected to use the single best estimate method. If the present value of the best estimate is equal to amortized cost, no credit loss
calculation needs to be made. If the present value is below amortized cost, the entity must measure the credit loss using the best estimate
of cash flows. Due to the complexity of the calculations and assumptions used in determining whether a credit loss exists, the credit
loss, if any, may not accurately reflect the actual credit loss in the future.
Risks Related to Credit
The Corporation Is Subject to Lending Risk
There are inherent risks associated with the Corporation’s lending
activities. These risks include, among other things, the impact of changes in interest rates and changes in the economic conditions in
the markets where the Corporation operates, as well as those across the Commonwealth of Pennsylvania and the United States. Increases
in interest rates and/or weakening economic conditions could adversely impact the ability of borrowers to repay outstanding loans or the
value of the collateral securing these loans. The Corporation is also subject to various laws
15
ENB FINANCIAL CORP
and regulations that affect its lending
activities. Failure to comply with applicable laws and regulations could subject the Corporation to regulatory enforcement action that
could result in the assessment of significant civil money penalties against the Corporation.
As of December 31, 2025, 26.0% of the Corporation’s loan
portfolio consisted of Business Loans. These types of loans are generally viewed as having more risk of default than consumer real estate
loans or other consumer loans. These types of loans are also typically larger than consumer real estate loans and other consumer loans.
Because the Corporation’s loan portfolio contains a significant number of commercial and industrial, construction, and commercial
real estate loans with relatively large balances, the deterioration of one or a few of these loans could cause a significant increase
in non-performing loans. An increase in non-performing loans could result in a net loss of earnings from these loans, an increase in the
provision for possible credit losses, and an increase in loan charge-offs, all of which could have a material adverse effect on the Corporation’s
financial condition and results of operations.
The Corporation is subject to commercial real estate volatility
that may result in increases in non-performing loans that could have an adverse impact on our financial condition and results of operations.
The commercial real estate market nationally, regionally, and locally
has recently been subject to increased levels of volatility. Many believe that commercial real estate in the commercial office sector
is undergoing a fundamental transformation and change that started during the recent pandemic but also continues due to evolving workplace
environments. These changes in the marketplace affect the demand for commercial office space which in turn may affect the credit status,
profitability, and collectability, of existing and future commercial real estate office sector loans. As explained above in greater detail
in the risk factor for Lending Risk, volatility and increases in non-performing loans could have an adverse impact on our financial condition
and results of operations.
The Corporation’s Allowance for Credit Losses May Be Insufficient
to Cover Actual Losses
The Corporation maintains an allowance for credit losses, which
is a reserve established through a provision for credit losses, charged to expense. The allowance for credit losses represents
the Corporation’s best estimate of expected losses in our financial assets, which includes loans, leases, and debt securities.
The allowance for possible credit losses includes two primary components: (1) an allowance established on financial assets which
share similar risk characteristics collectively evaluated for credit losses, and (2) an allowance established on financial assets
which do not share similar risk characteristics with any loan segment and is individually evaluated for credit losses. The level of
the allowance for possible credit losses includes quantitative and qualitative factors that comprise the Corporation’s
estimate of expected credit losses, including portfolio mix and segmentation, modeling methodology, historical loss experience,
relevant available information from internal and external sources relating to qualitative adjustment factors, and reasonable and
supportable forecasts about future economic conditions. Determining the appropriate level of the allowance for possible credit
losses understandably involves a high degree of subjectivity and requires the Corporation to make significant estimates of current
credit risks and future trends, all of which may undergo material changes. Changes in economic conditions affecting borrowers, new
information regarding existing loans, identification of additional problem loans, and other factors, both within and outside of the
Corporation’s control, may require an increase in the allowance for possible credit losses. In addition, regulatory agencies
periodically review the Corporation’s allowance for credit losses and may require an increase in the provision for possible
losses or the recognition of further loan charge-offs, based on judgments different than those of management. In addition, if
charge-offs in future periods exceed the allowance for possible credit losses, the Corporation will need additional provisions to
increase the allowance for possible credit losses. Any increases in the allowance for credit losses will result in a decrease in net
income, and may have a material adverse effect on the Corporation’s financial condition and results of operations.
The Corporation Is Subject to Environmental Liability Risk Associated
with Lending Activities
A significant portion of the Corporation’s loan portfolio is
secured by real property. During the ordinary course of business, the Corporation may foreclose on and take title to properties securing
certain loans. In doing so, there is a risk that hazardous or toxic substances could be found on these properties. If hazardous or toxic
substances are found, the Corporation may be liable for remediation costs, as well as for personal injury and property damage. Environmental
laws may require the Corporation to incur substantial expenses and may materially reduce the affected property’s value or limit
the Corporation’s ability to use or sell the affected property. In addition, future laws or more stringent interpretations or enforcement
policies with respect to existing laws, may increase the Corporation’s exposure to environmental liability. Although the Corporation
has policies and procedures to perform an environmental review before initiating any foreclosure action on real property, these reviews
may not be sufficient to detect all potential environmental hazards. The remediation costs and any other financial liabilities
16
ENB FINANCIAL CORP
associated
with an environmental hazard could have a material adverse effect on the Corporation’s financial condition and results of operations.
Risks Related to Competition and Business Strategy
The Corporation Operates in A Highly Competitive Industry and
Market Area
The Corporation faces substantial competition in all areas of its operations
from a variety of different competitors, many of which are larger and may have more financial resources. Such competitors primarily include
national, regional, and community banks within the various markets in which the Corporation operates. Additionally, various out-of-state
banks have begun to enter or have announced plans to enter the market areas in which the Corporation currently operates. The Corporation
also faces competition from many other types of financial institutions, including, without limitation, online banks, savings and loans,
credit unions, finance companies, brokerage firms, insurance companies, and other financial intermediaries. The financial services industry
could become even more competitive as a result of legislative, regulatory and technological changes, and continued consolidation. Banks,
securities firms, and insurance companies can merge under the umbrella of a financial holding company, which can offer virtually any type
of financial service, including banking, securities underwriting, insurance (both agency and underwriting), and merchant banking. Also,
technology has lowered barriers to entry and made it possible for non-banks to offer products and services traditionally provided by banks,
such as automatic transfer and automatic payment systems. Many of the Corporation’s competitors have fewer regulatory constraints
and may have lower cost structures. Additionally, due to their size, many competitors may be able to achieve economies of scale and, as
a result, may offer a broader range of products and services as well as better pricing for those products and services than the Corporation
can offer.
The Corporation’s ability to compete successfully depends on
a number of factors, including, among other things:
· The ability to expand the Corporation’s market position
· Customer satisfaction with the Corporation’s level of service
· Industry and general economic trends
Failure to perform in any of these areas could significantly weaken
the Corporation’s competitive position, which could adversely affect the Corporation’s growth and profitability and have a
material adverse effect on the Corporation’s financial condition and results of operations.
The Earnings of Financial Services Companies Are Significantly
Affected by General Business and Economic Conditions
The Corporation’s operations and profitability are impacted by
general business and economic conditions in the United States and abroad. These conditions include short-term and long-term interest rates,
inflation, money supply, political issues, legislative and regulatory changes, fluctuations in both debt and equity capital markets, broad
trends in industry and finance, and the strength of the U.S. economy and the local economies in which the Corporation operates, all of
which are beyond the Corporation’s control. Deterioration in economic conditions could result in an increase in loan delinquencies
and non-performing assets, decreases in loan collateral values and a decrease in demand for the Corporation’s products and services,
among other things, any of which could have a material adverse impact on the Corporation’s financial condition and results of operations.
Future Credit Downgrades of The United States Government Due
To Issues Relating to Debt and the Deficit May Adversely Affect the Corporation
As a result of past difficulties of the federal government to reach
agreement over federal debt and issues connected with the debt ceiling, certain rating agencies placed the United States Government’s
long-term sovereign debt rating on their equivalent of negative watch and announced the possibility of a rating downgrade. The rating
agencies, due to constraints related to the rating of the United States, also placed government-sponsored enterprises in which the Corporation
invests and receives lines of credit on negative watch and a downgrade of the United States credit rating would trigger a similar downgrade
in the credit rating of these government-sponsored enterprises. Furthermore, the credit rating of other entities, such as state and local
governments, may also be downgraded should the United States credit rating be downgraded. Credit downgrades often cause a lower valuation
of the Corporation’s securities.
17
ENB FINANCIAL CORP
The Corporation’s Profitability Depends Significantly on
Economic Conditions in the Commonwealth of Pennsylvania and Its Market Area
The Corporation’s success depends primarily on the general
economic conditions of the Commonwealth of Pennsylvania, and more specifically, the local markets in which the Corporation operates.
Unlike larger national or other regional banks that are more geographically diversified, the Corporation provides banking and
financial services to customers primarily located in Lancaster County, as well as Berks, Chester, and Lebanon Counties. The local
economic conditions in these areas have a significant impact on the demand for the Corporation’s products and services as well
as the ability of the Corporation’s customers to repay loans, the value of the collateral securing loans, and the stability of
the Corporation’s deposit funding sources. A significant decline in general economic conditions, caused by inflation,
recession, acts of terrorism, outbreak of hostilities or other international or domestic occurrences, unemployment, changes in
securities markets, or other factors could impact these local economic conditions and, in turn, have a material adverse effect on
the Corporation’s financial condition and results of operations.
New Lines of Business or New Products and Services May Subject
the Corporation to Additional Risks
From time to time, the Corporation may implement new lines of business
or offer new products and services within existing lines of business. There are substantial risks and uncertainties associated with these
efforts, particularly in instances where the markets are not fully developed. In developing and marketing new lines of business and/or
new products and services, the Corporation may invest significant amount of time and resources. Initial timetables for the introduction
and development of new lines of business and/or new products or services may not be achieved, and price and profitability targets may
not prove feasible. External factors, such as compliance with regulations, competitive alternatives, and shifting market preferences,
may also impact the successful implementation of a new line of business or a new product or service. Furthermore, any new line of business
and/or new product or service could have a significant impact on the effectiveness of the Corporation’s system of internal controls.
Failure to successfully manage these risks in the development and implementation of new lines of business or new products or services
could have a material adverse effect on the Corporation’s business, results of operations, and financial condition.
The Corporation’s Controls and Procedures May Fail or Be
Circumvented
Management regularly reviews and updates the Corporation’s internal
controls, disclosure controls and procedures, and corporate governance policies and procedures. Any system of controls, however well designed
and operated, is based in part on certain assumptions and can provide only reasonable, not absolute, assurances that the objectives of
the system are met. Any failure or circumvention of the Corporation’s controls and procedures or failure to comply with regulations
related to controls and procedures could have a material adverse effect on the Corporation’s business, results of operations, and
financial condition.
The Corporation May Not Be Able to Attract and Retain Skilled
People
The Corporation’s success highly depends on its ability to attract
and retain key people. Competition for the best people in most activities engaged in by the Corporation can be intense and the Corporation
may not be able to hire people or to retain them. The unexpected loss of services of one or more of the Corporation’s key personnel
could have a material adverse impact on the Corporation’s business because of their skills, knowledge of the Corporation’s
market, years of industry experience, and the difficulty of promptly finding qualified replacement personnel.
The Corporation’s Communications, Information and Technology
Systems May Experience an Interruption or Breach in Security
The Corporation relies heavily on communications, information and technology
systems to conduct its business. Any failure, interruption, or breach in security of these systems could result in failures or disruptions
in the Corporation’s customer relationship management, general ledger, deposit, loan, and other systems. While the Corporation has
policies and procedures designed to prevent or limit the effect of the failure, interruption, or security breach of its communications,
information and technology systems, there can be no assurance that any such failures, interruptions, or security breaches will not occur
or, if they do occur, that they will be adequately addressed. Further, while the Corporation maintains insurance coverage that may, subject
to policy terms and conditions including significant self-insured deductibles, cover or ameliorate certain financial aspects of cyber
risks, such insurance coverage may be insufficient to cover all losses.
The occurrence of any failures, interruptions, or security breaches
of the Corporation’s communications, information and technology systems could damage the Corporation’s reputation, adversely
affecting customer or consumer confidence, result in a loss of customer business, subject the Corporation to additional regulatory scrutiny
and
18
ENB FINANCIAL CORP
possible regulatory penalties, or expose the Corporation to civil litigation and possible financial liability, any of which could
have a material adverse effect on the Corporation’s financial condition and results of operations.
The Corporation Continually Encounters Technological Change
The financial services industry is continually undergoing rapid technological
change with frequent introductions of new technology-driven products and services. The effective use of technology increases efficiency
and enables financial institutions to better serve customers and to reduce costs. The Corporation’s future success depends, in part,
upon its ability to address the needs of its customers by using technology to provide products and services that will satisfy customer
demands, as well as to create additional efficiencies in the Corporation’s operations. Many of the Corporation’s competitors
have substantially greater resources to invest in technological improvements. The Corporation may not be able to effectively implement
new technology-driven products and services or be successful in marketing these products and services to its customers. Failure to successfully
keep pace with technological change affecting the financial services industry could have a material adverse impact on the Corporation’s
business, financial condition, and results of operations.
The Corporation’s Operations of Its Business, Including
Its Interaction with Customers, Are Increasingly Done Via Electronic Means, and this Has Increased Its Risks Related to Cyber Security
The Corporation is exposed to the risk of cyber-attacks in the normal
course of business. In general, cyber incidents can result from deliberate attacks or unintentional events. The Corporation has observed
an increased level of attention in the industry focused on cyber-attacks that include, but are not limited to, gaining unauthorized access
to digital systems for purposes of misappropriating assets or sensitive information, corrupting data, or causing operational disruption.
To combat against these attacks, policies and procedures are in place to prevent or limit the effect on the possible security breach of
its information and technology systems. Further, the Corporation may face unknown or contingent liabilities arising from cybersecurity
incidents or data breaches that previously occurred at companies it acquires. Such incidents may not have been discovered, disclosed,
or if previously discovered fully-remediated before closing, and the acquired company’s representations, warranties, and indemnities
may be limited in scope, duration, or recoverability. As a result, the Corporation could incur costs or liabilities after an acquisition
relating to regulatory investigations, litigation, remediation efforts, reputational harm, or customer and partner claims, which could
adversely affect its business, financial condition, and results of operations. While the Corporation maintains insurance coverage that
may, subject to policy terms and conditions including significant self-insured deductibles, cover or ameliorate certain financial aspects
of cyber risks, such insurance coverage may be insufficient to cover all or a material amount of losses. While the Corporation has not
incurred any material losses related to cyber-attacks, nor is it aware of any specific or threatened cyber-incidents as of the date of
this report, it may incur substantial costs and suffer other negative consequences if it falls victim to successful cyber-attacks. Such
negative consequences could include remediation costs that may include liability for stolen assets or information and repairing system
damage that may have been caused; deploying additional personnel and protection technologies, training employees, and engaging third party
experts and consultants; lost revenues resulting from unauthorized use of proprietary information or the failure to retain or attract
customers following an attack; disruption or failures of physical infrastructure, operating systems or networks that support our business
and customers resulting in the loss of customers and business opportunities; additional regulatory scrutiny and possible regulatory penalties;
litigation; and reputational damage adversely affecting customer or investor confidence.
The Corporation Uses Artificial Intelligence (AI) In Its Business,
And Challenges with Properly Managing Its Use Could Result in Disruption of the Corporation’s Internal Operations, Reputational
Harm, Competitive Harm, Legal Liability and Adversely Affect Our Results of Operations and Stock Price.
The Corporation incorporates AI solutions into platforms
that deliver products and services to our customers, including solutions developed by third parties whose AI is integrated into our products
and services. Our business could be harmed and we may be exposed to legal liability and reputational risk if the AI we use is or is alleged
to be deficient, inaccurate, or biased because the AI algorithms are flawed, insufficient, of poor quality, or reflect unwanted forms of
bias, particularly if third party AI integrated with our platforms produces false or “hallucinatory” inferences.
Data practices by us or others that result in controversy could impair
the acceptance of AI, which could undermine the decisions, predictions, or analysis that AI applications produce. Our customers and
potential customers may express adverse opinions concerning our use of AI and machine learning that could result in brand or reputational
harm, competitive harm, or legal liability. If the Corporation adopts the use of Generative AI, its content creation may require additional
investment as testing for bias, accuracy and unintended, harmful impact is often complex and
19
ENB FINANCIAL CORP
may be costly. As a result, the Corporation
may need to increase the cost of our products and services, which may make us less competitive, particularly if our competitors incorporate AImore
quickly or successfully.
Governmental bodies have implemented laws and are considering further
regulation of AI (including machine learning), which could negatively impact our ability to use and develop AI. The Corporation
is unable to predict how application of existing laws, including federal and state privacy and data protection laws, and adoption of
new laws and regulations applicable to AI will affect us but it is likely that compliance with such laws and regulations will increase
our compliance costs and such increase may be substantial and adversely affect our results of operations. Furthermore, our use of Generative
AI and other forms of AI may expose us to risks relating to intellectual property ownership and licensing rights, including copyright
of Generative AI and other AI output as these issues have not been fully interpreted by federal courts or been fully addressed by federal
or state legislation or regulations.
The Increasing Use of Social Media Platforms Presents Risks and
Challenges and Our Inability or Failure to Recognize, Respond to and Effectively Manage the Accelerated Impact of Social Media Could Materially
Adversely Impact Our Business
The use of social media platforms, including weblogs (blogs), social
media websites, and other forms of Internet-based communications allows individuals access to a broad audience of consumers and other
interested persons. Social media practices in the banking industry are continually evolving, which creates uncertainty and risk of noncompliance
with regulations applicable to our business. Consumers value readily available information concerning businesses and their goods and
services and often act on such information without further investigation and without regard to its accuracy. Many social media platforms
immediately publish the content their subscribers and participants post, often without filters or checks on accuracy of the content posted.
Information posted on such platforms at any time may be adverse to our interests and/or may be inaccurate. The dissemination of information
online could harm our business, prospects, financial condition, and results of operations, regardless of the information’s accuracy.
The harm may be immediate without affording us an opportunity for redress or correction.
Other risks associated with the use of social media include improper
disclosure of proprietary information, negative comments about our business, exposure of personally identifiable information, fraud, out-of-date
information, and improper use by employees and customers. The inappropriate use of social media by our customers or employees could result
in negative consequences including remediation costs including training for employees, additional regulatory scrutiny and possible regulatory
penalties, litigation or negative publicity that could damage our reputation adversely affecting customer or investor confidence.
The Corporation Is Subject to Claims and Litigation Pertaining
to Fiduciary Responsibility
From time to time, customers make claims and take legal action pertaining
to the Corporation’s performance of its fiduciary responsibilities. Whether customer claims and legal action related to the Corporation’s
performance of its fiduciary responsibilities are founded or unfounded, if such claims and legal actions are not resolved in a manner
favorable to the Corporation, they may result in significant financial liability and/or adversely affect the market perception of the
Corporation and its products and services as well as impact customer demand for those products and services. Any financial liability or
reputation damage could have a material adverse effect on the Corporation’s business, financial condition, and results of operations.
Financial Services Companies Depend on the Accuracy and Completeness
of Information About Customers and Counterparties
In deciding whether to extend credit or enter into other transactions,
the Corporation may rely on information furnished by, or on behalf of, customers and counterparties, including financial statements, credit
reports, and other financial information. The Corporation may also rely on representations of those customers, counterparties, or other
third parties, such as independent auditors, as to the accuracy and completeness of that information. Reliance on inaccurate or misleading
financial statements, credit reports, or other financial information could have a material adverse impact on the Corporation’s business
and, in turn, the Corporation’s financial condition and results of operations.
Consumers May Decide Not to Use Banks to Complete Their Financial
Transactions
Technology and other changes are allowing parties to complete financial
transactions that historically have involved banks through alternative methods. For example, consumers can now maintain funds that would
have historically been held as bank deposits in brokerage accounts or mutual funds. Consumers can also complete transactions such as paying
bills and/or transferring funds directly without the assistance of banks. The process of eliminating banks
20
ENB FINANCIAL CORP
as intermediaries, known as
“disintermediation,” could result in the loss of fee income, as well as the loss of customer deposits and the related income
generated from those deposits. The loss of these revenue streams and the lower cost deposits as a source of funds could have a material
adverse effect on the Corporation’s financial condition and results of operations.
A Change in Control of the United States Government and Issues
Relating to Debt and the Deficit May Adversely Affect the Corporation
The outcome of future elections could result in changes in control
of the federal government and bring significant changes (or uncertainty) in governmental policies, regulatory environments, spending sentiment
and many other factors and conditions, some of which could adversely impact the Corporation’s business, financial condition and
results of operations.
Negative Developments Affecting the Banking Industry, Including
Bank Failures or Concerns Regarding Liquidity, Have Eroded Customer Confidence in the Banking System and May Have a Material Adverse Effect
on the Corporation
Events impacting the banking industry, including the high-profile failure
or instability of certain banking institutions, have resulted and may continue to result in general uncertainty and eroded confidence
in the safety, soundness, and financial strength of the financial services sector. In particular, the bank failures highlighted the potential
serious impact of a financial institution unable to meet withdrawal requests by depositors. This has resulted in a growing concern about
liquidity in the banking industry, access to and volatile capital markets and reduced stock valuations for certain financial institutions.
Similar future events, including additional bank failures or bank instability, could directly or indirectly adversely impact our own liquidity,
access to capital markets, stock price, financial condition and results of operations. Further, these events may also result in: greater
regulatory scrutiny and enforcement; additional and more stringent laws and regulations for the financial services industry; increased
FDIC deposit insurance premiums or special FDIC assessments; and higher capital ratio requirements, which as a result could have a material
negative impact and adverse effect on our business, financial condition and results of operations.
Natural Disasters, Acts of War or Terrorism, Domestic and International
Instability, Pandemics, and Other External Events Could Significantly Impact the Corporation’s Business
Severe weather, natural disasters, acts of war or terrorism, domestic
and international instability, pandemics, and other adverse external events could have a significant impact on the Corporation’s
ability to conduct business. Such events could affect the stability of the Corporation’s deposit base; impair the ability of borrowers
to repay outstanding loans, impair the value of collateral securing loans, cause significant property damage, result in loss of revenue,
and/or cause the Corporation to incur additional expenses. Severe weather or natural disasters, acts of war or terrorism, pandemics, or
other adverse external events, may occur in the future. Although management has established disaster recovery policies and procedures,
the occurrence of any such event could have a material adverse effect on the Corporation’s business, financial condition, and results
of operations.
Changes to trade policies and tariffs can have an adverse impact
on the Corporation’s business and its customers
Changes in trade policies, including the imposition of tariffs or the
escalation of a trade war, could negatively impact the economic conditions in the markets the Corporation serves. The Corporation’s
customers-particularly local businesses engaged in agriculture, manufacturing, and retail-may face higher costs for imported goods and
materials, reduced export demand, and supply chain disruptions due to increased tariffs. These challenges could lead to lower revenues,
reduced profitability, and potential layoffs, all of which may impair the Corporation’s customers' ability to meet their financial
obligations. Furthermore, prolonged trade tensions and economic uncertainty could lead to market volatility, declining asset values, and
weakened consumer confidence. If its customers experience financial stress, the Corporation could see an increase in loan delinquencies
and credit losses, negatively affecting its asset quality and overall financial performance. Additionally, any decline in local economic
activity could reduce loan demand, deposit growth, and fee income, which are critical to the Corporation’s long-term success. While
it actively monitors economic and policy developments, the Corporation cannot predict the outcome of trade negotiations or the full impact
of tariffs and trade restrictions on its business, customers, and the broader economy. Any adverse effects from tariffs or a trade war
could materially and negatively impact its financial condition, results of operations, and future growth prospects.
Risks Related to Regulatory Compliance and Legal Matters
21
ENB FINANCIAL CORP
The Basel III Capital Requirements or Other Regulatory Standards
May Require Us to Maintain Higher Levels of Capital, Which Could Reduce Our Profitability
Basel III targets higher levels of base capital, certain capital
buffers, and a migration toward common equity as the key source of regulatory capital. Although the new capital requirements are phased
in over the next decade, Basel III signals a growing effort by domestic and international bank regulatory agencies to require financial
institutions, including depository institutions, to maintain higher levels of capital. As Basel III is implemented, regulatory viewpoints
could change and require additional capital to support our business risk profile. If the Corporation and the Bank are required to maintain
higher levels of capital, the Corporation and the Bank may have fewer opportunities to invest capital into interest-earning assets, which
could limit the profitable business operations available to the Corporation and the Bank and adversely impact our financial condition
and results of operations.
The Corporation is Subject to Extensive Government Regulation
and Supervision
The Corporation is subject to extensive federal and state regulation
and supervision. Banking regulations are primarily intended to protect depositors’ funds, federal deposit insurance funds, and
the banking system as a whole, not shareholders. These regulations affect the Corporation’s lending practices, capital structure,
investment practices, dividend policy, and growth, among other things. Congress and federal regulatory agencies continually review banking
laws, regulations, and policies for possible changes. Changes to statutes, regulations, or regulatory policies, including changes in
interpretation or implementation of statutes, regulations, or policies, could affect the Corporation in substantial and unpredictable
ways. Such changes could subject the Corporation to additional costs, limit the types of financial services and products the Corporation
may offer, and/or increase the ability of non-banks to offer competing financial services and products, among other things. Failure to
comply with laws, regulations, or policies could result in sanctions by regulatory agencies, civil money penalties, and/or reputation
damage, which could have a material adverse effect on the Corporation’s business, financial condition, and results of operations.
While the Corporation has policies and procedures designed to prevent any such violations, there can be no assurance that such violations
will not occur.
Future Governmental Regulation and Legislation Could Limit the
Corporation’s Future Growth
The Corporation is a registered bank holding company, and
its subsidiary bank is a depository institution whose deposits are insured by the FDIC. As a result, the Corporation is subject to various
regulations and examinations by various regulatory authorities. In general, statutes establish corporate governance and eligible business
activities for the Corporation, certain acquisition and merger restrictions, limitations on inter-company transactions such as loans and
dividends, capital adequacy requirements, requirements for anti-money laundering programs and other compliance matters, among other regulations.
The Corporation is extensively regulated under federal and state banking laws and regulations that are intended primarily for the protection
of depositors, federal deposit insurance funds and the banking system as a whole. Compliance with these statutes and regulations is important
to the Corporation’s ability to engage in new activities and consummate additional acquisitions. In addition, the Corporation is
subject to changes in federal and state tax laws as well as changes in banking and credit regulations, accounting principles, and governmental
economic and monetary policies. The Corporation cannot predict whether any of these changes may adversely and materially affect it. Federal
and state banking regulators also possess broad powers to take supervisory actions as they deem appropriate. These supervisory actions
may result in higher capital requirements, higher insurance premiums and limitations on the Corporation’s activities that could
have a material adverse effect on its business and profitability. While these statutes are generally designed to minimize potential loss
to depositors and the FDIC insurance funds, they do not eliminate risk, and compliance with such statutes increases the Corporation’s
expense, requires management’s attention and can be a disadvantage from a competitive standpoint with respect to non-regulated competitors.
The Corporation’s Banking Subsidiary May Be Required to
Pay Higher FDIC Insurance Premiums or Special Assessments Which May Adversely Affect Its Earnings
Future bank failures may prompt
the FDIC to increase its premiums above the current levels or to issue special assessments. The Corporation generally is unable to control
the amount of premiums or special assessments that its subsidiary is required to pay for FDIC insurance. Any future changes in the calculation
or assessment of FDIC insurance premiums may have a material adverse effect on the Corporation’s results of operations, financial
condition, and the ability to continue to pay dividends on common stock at the current rate or at all.
22
ENB FINANCIAL CORP
Risks Related to Mergers and Acquisitions
On February 1, 2026, we completed the acquisition
of Cecil Bancorp, Inc. and its wholly-owned subsidiary, Cecil Bank.
Growing by acquisition involves risks
We intend to pursue a growth plan consistent
with our business strategy, including growth by acquisition, as well as leveraging our existing branch network and adding new branch locations
in current and future markets we choose to serve. Our ability to manage growth successfully depends on our ability to attract qualified
personnel and maintain cost controls and asset quality while attracting additional loans and deposits on favorable terms, as well as on
factors beyond our control, such as economic conditions and competition. If we grow too quickly and are not able to attract qualified
personnel, control costs and maintain asset quality, this continued growth could materially adversely affect our financial performance.
Goodwill incurred in the acquisition of Cecil may negatively affect our financial condition
To the extent that the acquisition
consideration, consisting of the cash issued in the acquisition of Cecil exceeds the fair value of the net assets acquired,
including identifiable intangibles, that amount will be reported as goodwill by us. In accordance with current accounting guidance,
goodwill will not be amortized but will be evaluated for impairment annually or more frequently if events or circumstances warrant.
A failure to realize expected benefits of the acquisition could adversely impact the carrying value of the goodwill recognized in
the acquisition and, in turn, negatively affect our financial results. The goodwill that results from the transaction will also
negatively impact tangible and regulatory capital ratios.
We may be unable to successfully integrate
Cecil’s operations
The acquisition of Cecil and Cecil Bank involve
the integration of companies that previously operated independently of the Corporation. The difficulties of combining the companies’
operations include:
· integrating personnel with diverse business backgrounds.
· and retaining key employees.
The process of integrating operations could
cause an interruption of, or loss of momentum in, the activities of one or more of the combined company’s businesses and the loss
of key personnel. The diversion of management’s attention and any delays or difficulties encountered in connection with the acquisition
and the integration of the two companies’ operations could have a material adverse effect on the business and results of operations
of the combined company.
The success of the acquisition will depend,
in part, on our ability to realize the anticipated benefits and cost savings from combining the business of the Corporation and Cecil.
If we are unable to successfully integrate, the anticipated benefits and cost savings of the acquisition may not be realized fully or
may take longer to realize than expected. For example, we may fail to realize the anticipated increase in earnings and cost savings anticipated
to be derived from the acquisition. In addition, with regard to any acquisition, a significant change in interest rates or economic conditions
or decline in asset valuations may also cause us not to realize expected benefits and result in the acquisition not being as accretive
as expected.
Unanticipated costs relating to the
acquisition could reduce our future earnings per share
We believe that we have reasonably estimated
the likely costs of integrating the operations of the Corporation and Cecil, and the incremental costs of operating as a combined company.
However, it is possible that we could incur unexpected transaction costs such as taxes, fees or professional expenses or unexpected future
operating expenses such as increased personnel costs or increased taxes, which could result in the acquisition not being as accretive
as expected or having a dilutive effect on the combined company’s earnings per share.
23
ENB FINANCIAL CORP
The market price of our common stock
after the acquisition may be affected by factors different from those affecting our shares currently
The businesses of the Corporation and Cecil
and, accordingly, the results of operations of the combined company and the market price of the combined company’s shares of common
stock may be affected by factors different from those currently affecting the independent results of operations and market prices of common
stock of each of us. The market value of our common stock fluctuates based upon various factors, including changes in our business, operations
or prospects, market assessments of the acquisition, regulatory considerations, market and economic considerations, and other factors.
Further, the market price of our common stock after the acquisition may be affected by factors different from those currently affecting
our common stock.
Risks Associated with the Corporation’s Common Stock
The Corporation’s Stock Price Can Be Volatile
Stock price volatility may make it more difficult for shareholders
to resell their shares of common stock when they desire and at prices, they find attractive. The Corporation’s stock price can fluctuate
significantly in response to a variety of factors including, among other things:
· Actual or anticipated variations in quarterly results of operations
· Recommendations by securities analysts
· New technology used, or services offered, by competitors
· Changes in government regulations
General market fluctuations, industry factors, and general economic
and political conditions and events, such as economic slowdowns or recessions, interest rate changes, or credit loss trends, could also
cause the Corporation’s stock price to decrease regardless of operating results.
The Trading Volume in The Corporation’s Common Stock Is
Less Than That of Other Larger Financial Services Companies
The Corporation’s common stock is listed for trading on the OTCQX
Best Market (OTCQX) under the symbol ENBP. The trading volume in its common stock is a fraction of that of other larger financial services
companies. A public trading market having the desired characteristics of depth, liquidity, and orderliness depends on the presence in
the marketplace of willing buyers and sellers of the Corporation’s common stock at any given time. This presence depends on the
individual decisions of investors and general economic and market conditions over which the Corporation has no control. Given the lower
trading volume of the Corporation’s common stock, significant sales of the Corporation’s common stock, or the expectation
of these sales, could cause the Corporation’s stock price to fall.
The Corporation’s Ability to Pay Dividends Depends on Earnings
and is Subject to Regulatory Limits
The Corporation’s ability to pay dividends is also subject to
its profitability, financial condition, capital expenditures, and other cash flow requirements. Dividend payments are subject to legal
and regulatory limitations, generally based on net profits and retained earnings, imposed by the various banking regulatory agencies.
There is no assurance that the Corporation will have sufficient earnings to be able to pay dividends or generate adequate cash flow to
pay dividends in the future. The Corporation’s failure to pay dividends on its common stock could have a material adverse effect
on the market price of its common stock.
The Corporation May Need to Or Be Required to Raise Additional
Capital in the Future, And Capital May Not Be Available When Needed and on Terms Favorable to Current Shareholders
Federal banking regulators require
the Corporation and its subsidiary bank to maintain adequate levels of capital to support their operations. These capital levels are determined
and dictated by law, regulation, and banking regulatory agencies. In addition, capital levels are also determined by the Corporation’s
management and board of directors based on capital levels that they believe are necessary to support the Corporation’s business
operations.
24
ENB FINANCIAL CORP
If the Corporation raises capital
through the issuance of additional shares of its common stock or other securities, it will likely dilute the ownership interests of current
investors and could dilute the per share book value and earnings per share of its common stock. Furthermore, a capital raise through issuance
of additional shares may have an adverse impact on the Corporation’s stock price. New investors also may have rights, preferences,
and privileges senior to the Corporation’s current shareholders, which may adversely impact its current shareholders. The Corporation’s
ability to raise additional capital will depend on conditions in the capital markets at that time, which are outside of its control, and
on its financial performance. Accordingly, the Corporation cannot be certain of its ability to raise additional capital on acceptable
terms and acceptable time frames or to raise additional capital at all. If the Corporation cannot raise additional capital in sufficient
amounts when needed, its ability to comply with regulatory capital requirements could be materially impaired. Additionally, the inability
to raise capital in sufficient amounts may adversely affect the Corporation’s financial condition and results of operations.
An Investment in The Corporation’s Common Stock Is Not
an Insured Deposit
The Corporation’s common stock is not a bank deposit and, therefore,
is not insured against loss by the FDIC, any other deposit insurance fund, or by any other public or private entity. Investment in the
Corporation’s common stock is inherently risky for the reasons described in this “Risk Factors” section and elsewhere
in this report and is subject to the same market forces that affect the price of common stock in any company. As a result, an investor
in the Corporation’s common stock may lose some or all of their investment.
The Corporation’s Articles of Incorporation and Bylaws,
As Well As Certain Banking Laws, May Have an Anti-Takeover Effect
Provisions of the Corporation’s articles of incorporation and
bylaws, federal banking laws, including regulatory approval requirements, and the Corporation’s stock purchase rights plan, could
make it more difficult for a third party to acquire the Corporation, even if doing so would be perceived to be beneficial to the Corporation’s
shareholders. The combination of these provisions effectively inhibits a non-negotiated merger or other business combination that could
adversely affect the market price of the Corporation’s common stock.
Item 1B. Unresolved Staff Comments
None
Item 1C. Cybersecurity
Cybersecurity, data privacy, and data protection are critical to our business. In the ordinary course of operations, we collect and store confidential information, including personal data relating to depositors, borrowers, employees, contractors, vendors, and suppliers. We rely extensively on the secure processing, storage, and transmission of sensitive financial, personal, and proprietary information within our computer systems and networks.
The Corporation maintains a comprehensive Information Security Program aligned with the National Institute of Standards and Technology Cybersecurity Framework (NIST-CSF), applicable regulatory guidance, and recognized industry standards. Core components of this program include a risk assessment framework to identify, evaluate, and mitigate cybersecurity risks; a vendor management program addressing third-party risk; a business continuity program designed to support operational resilience; and an incident response program establishing protocols for cybersecurity incident management and notification.
The Chief Information Security Officer (CISO) oversees these programs and reports regularly to management committees, including the Senior Leadership Committee, ERM Governance Committee, and Operational Risk Committees.The CISO operates within the risk management function and reports directly to the Chief Risk Officer, who reports to the Board of Directors. With more than twenty-five years of relevant professional experience and multiple industry certifications, the CISO provides periodic updates to the Board, including a comprehensive annual report. The Information Security, Vendor Management, Business Continuity, and Incident Response Programs are reviewed and approved by the Board annually.
The ISO maintains risk assessments for critical information systems, vendors, and processes. A third-party risk assessment platform, together with the NIST CSF 2.0 framework, is used annually to evaluate risk. Third parties are assessed based on service type and associated compliance, financial, operational, and security risks. The scope of due diligence and ongoing monitoring is commensurate with the level of risk identified.
All employees and directors receive cybersecurity awareness training upon hire and at least annually thereafter. In addition, simulated phishing exercises are conducted regularly to assess awareness and provide supplemental
25
ENB FINANCIAL CORP
training when needed. The Corporation employs data loss prevention and web filtering technologies to help prevent unauthorized data exfiltration and block malicious content. Regular penetration testing and vulnerability scanning are performed to assess control effectiveness. Our cybersecurity strategy follows a layered defense-in-depth approach that integrates people, processes, and technology to monitor, detect, and respond to suspicious activity, including potential advanced persistent threats.
Access to data and systems is granted solely on a need-to-know basis aligned with job responsibilities. The Information Security Department approves all access changes, and critical system access rights are reviewed at least annually.
The Corporation maintains a cross-functional Incident Response Team trained to respond to cybersecurity events. The team conducts annual tabletop exercises and is responsible for ensuring required notifications are made in accordance with applicable laws, regulations, and internal policies.
For the year ended December 31, 2025, the Corporation did not experience any cybersecurity incidents that materially affected, or are reasonably likely to materially affect, its operations, financial condition, or results.
Item 2. Properties
As of December 31, 2025, ENB Financial Corp and Ephrata National Bank
owned and leased buildings in the normal course of business. The headquarters of ENB Financial Corp and main office of Ephrata National
Bank is at 31 East Main Street, Ephrata, Pennsylvania. As of December 31, 2025, the Bank owned twenty (20) properties and leased seven
(7) properties. These properties are adequate for their intended and present utilization.
For more information concerning the amounts recorded for premises
and equipment and commitments under current leasing agreements, see Notes D and Q of the Notes to Consolidated Financial Statements included
in Item 8. “Financial Statements and Supplementary Data” of this report on Form 10-K.
Item 3. Legal Proceedings
The nature of the Corporation’s business generates a certain
amount of litigation involving matters arising in the ordinary course of business; however, in the opinion of management, there are no
material proceedings pending to which the Corporation is a party to, or which would be material in relation to the Corporation’s
financial condition. There are no proceedings pending other than ordinary routine litigation incident to the business of the Corporation.
In addition, no material proceedings are pending, known to be threatened, or contemplated against the Corporation by governmental authorities.
Item 4. Mine Safety Disclosures – Not Applicable
Part II
Item 5. Market for Registrant’s Common Equity, Related Shareholder
Matters, and Issuer Purchases of Equity Securities
The Corporation has only one class of stock authorized, issued, and
outstanding, which consists of common stock with a par value of $0.10 per share. As of December 31, 2025, there were 24,000,000 shares
of common stock authorized with 5,739,114 shares issued, and 5,692,991 shares outstanding to approximately 850 shareholders.
The Corporation’s common stock is traded on a limited basis on
the OTCQX Best Market under the symbol “ENBP.” Prices presented in the table below reflect high and low prices of actual transactions
known to management. Prices and dividends per share are adjusted for stock splits. Market quotations reflect inter-dealer prices, without
retail markup, markdown, or commission and may not reflect actual transactions.
26
ENB FINANCIAL CORP
High Low Dividend High Low Dividend
Dividends
The Corporation, and before it the Bank, since 1973 has generally
paid quarterly cash dividends on or around March 15, June 15, September 15, and December 15 of each year. The Corporation currently expects
to continue the practice of paying regular quarterly cash dividends to its shareholders for the foreseeable future. However, future dividends
are dependent upon future earnings and legal restrictions. The dividend payments reflected above amount to a dividend payout ratio between
25.5% and 18.9% for 2024 and 2025. The dividend payout ratio is only one element of management’s plan for managing capital. Certain
laws restrict the amount of dividends that may be paid to shareholders in any given year. Under Pennsylvania corporate law, the Corporation
may not pay a dividend if, after issuing the dividend (1) the Corporation would be unable to pay its debts as they become due, or (2)
the Corporation’s total assets would be less than its total liabilities plus the amount needed to satisfy any preferential rights
of shareholders. In addition, as declared by the Board of Directors, Ephrata National Bank’s dividend restrictions apply indirectly
to ENB Financial Corp because cash available for dividend distributions will initially and historically have come from dividends Ephrata
National Bank pays to ENB Financial Corp. See Note M to the consolidated financial statements in this Form 10-K filing, for information
that discusses and quantifies this regulatory restriction.
ENB Financial Corp offers its shareholders the convenience of a Dividend
Reinvestment Plan (DRP) and the direct deposit of cash dividends. The DRP gives shareholders registered with the Corporation the opportunity
to have their quarterly dividends invested automatically in additional shares of the Corporation’s common stock. Shareholders who
prefer a cash dividend may have their quarterly dividends deposited directly into a checking or savings account at their financial institution.
For additional information on either program, contact the Corporation’s stock registrar and dividend paying agent, Computershare
Shareholder Services, P.O. Box 505000, Louisville, KY 40233-5000.
Purchases
The following table details the Corporation’s purchase of its
own common stock during the three months ended December 31, 2025.
Issuer Purchase of Equity Securites