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):  December 10, 2024
ESSA BANCORP, INC.
(Exact Name of Registrant as Specified in its Charter)
         
Pennsylvania
  
001-33384
  
20-8023072
(State or Other Jurisdiction of Incorporation)
  
(Commission File No.)
  
(I.R.S. Employer Identification No.)
         
200 Palmer Street, Stroudsburg, Pennsylvania
  
18360
(Address of Principal Executive Offices)
  
(Zip Code)
         
Registrant's telephone number, including area code: (570) 421-0531

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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
Common Stock, no par value
  
ESSA
  
The Nasdaq Stock Market LLC
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. ☐

Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On December 10, 2024, ESSA Bancorp, Inc. (the “Company”), and its wholly owned subsidiary, ESSA Bank & Trust (the “Bank”), entered into an amendment number one (the “Amendment”) to each amended and restated employment agreement, dated as of January 3, 2022, with each of Peter A. Gray, Senior Executive Vice President and Chief Operating Officer of the Company and the Bank, Charles D. Hangen, Executive Vice President, Chief Risk Officer of the Company and the Bank, and Allan A. Muto, Executive Vice President and Chief Financial Officer of the Company and the Bank (together, the “Employment Agreement”).  The Amendment extends the term of each Employment Agreement for an additional three years, subject to an annual renewal, so that the remaining term of each Employment Agreement is always between two to three years, unless a written notice of non-renewal is provided to the executive.  The Amendment did not make any other changes to the Employment Agreements.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is included as Exhibit 10.1, Exhibit 10.2 and Exhibit 10.3 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01
Financial Statements and Exhibits.

(a) Financial statements of businesses acquired. None.
(b) Pro forma financial information. None.
(c) Shell company transactions: None.
(d) Exhibits.


 10.1

10.2

10.3

104.1
Cover Page Interactive Data File (formatted as inline XBRL)







SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.


   
ESSA BANCORP, INC.
 
 
 
DATE: December 10, 2024
By:  
 /s/ Gary S. Olson
   
Gary S. Olson
   
President and Chief Executive Officer

EXHIBIT 10.1


AMENDMENT NUMBER ONE
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
This Amendment Number One (the “Amendment”) to the Amended and Restated Employment Agreement, dated as of January 3, 2022 (the “Employment Agreement”), by and between ESSA Bank & Trust, a Pennsylvania chartered stock savings bank (the “Bank”), ESSA Bancorp, Inc., a Pennsylvania-chartered corporation (the “Company”) and Peter A. Gray (“Executive”) is entered into as of December 10, 2024.  Capitalized terms which are not defined herein shall have the same meaning as set forth in the Employment Agreement.
WHEREAS, the Employment Agreement provides for a three-year term which is scheduled to expire on January 2, 2025 unless further extended; and

WHEREAS, the Employer and Executive desire to amend the Employment Agreement to provide that the term of the Employment Agreement will continue for an additional three years, subject to an annual renewal unless a notice of non-renewal is delivered to the Executive; and

WHEREAS, Section 13(a) of the Employment Agreement provides that the Employment Agreement may be amended by a writing signed by the parties to the Employment Agreement.

NOW, THEREFORE, in consideration of the premises, the mutual agreements herein set forth and such other consideration the sufficiency of which is hereby acknowledged, the Employment Agreement is hereby amended as follows:
Section 1.   Three Year Contract; Annual Renewal.  Section 2(a) of the Employment Agreement is hereby amended and restated to read as follows:
“2(a) The term of this Agreement shall renew on December 10, 2024 and shall continue thereafter for a period of three years (the “Employment Period”) and the Employment Period shall be extended and renewed for an additional year on each December 10th thereafter, commencing on December 10, 2025, so that the remaining term of the Employment Period is always between two to three years, until the date that the Employer gives Executive written notice of non-renewal (the “Non-Renewal Notice”).  The Employment Period shall end on the date that is thirty-six (36) months after the date of the Non-Renewal Notice, unless the parties agree that the Employment Period shall end on an earlier date.  Notwithstanding the foregoing and regardless of any Non-Renewal Notice, this Agreement shall remain in effect for a period of thirty-six (36) months following the effective date of a Change in Control if a Change in Control occurs during the Employment Period.  Reference herein to the Employment Period will refer to both such initial term and such extended terms.”
Section 2.   Effectiveness.  This Amendment shall be deemed effective as of the date first above written, as if executed on such date.  Except as expressly set forth herein, this Amendment shall not by implication or otherwise alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Employment Agreement, all of which are ratified and affirmed in all respects and shall continue in full force and effect and shall be otherwise unaffected.
1

Section 3.   Governing Law.  This Amendment and the rights and obligations hereunder shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania but only to the extent not superseded by federal law.

Section 4.   Counterparts.  This Amendment may be executed in any number of counterparts, each of which shall for all purposes be deemed an original, and all of which together shall constitute but one and the same instrument.

2

IN WITNESS WHEREOF, the Bank, Company and Executive have signed this Amendment as of December 10, 2024.
 
ESSA BANK & TRUST
 
 
 
By: /s/ Gary Olson
 
       President and Chief Executive Officer


 
ESSA BANCORP, INC.
 
 
 
By: /s/ Gary Olson
 
       President and Chief Executive Officer


 
EXECUTIVE
 
 
 
/s/ Peter A. Gray

3
EXHIBIT 10.2


AMENDMENT NUMBER ONE
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
This Amendment Number One (the “Amendment”) to the Amended and Restated Employment Agreement, dated as of January 3, 2022 (the “Employment Agreement”), by and between ESSA Bank & Trust, a Pennsylvania chartered stock savings bank (the “Bank”), ESSA Bancorp, Inc., a Pennsylvania-chartered corporation (the “Company”) and Charles D. Hangen (the “Executive”) is entered into as of December 10, 2024.  Capitalized terms which are not defined herein shall have the same meaning as set forth in the Employment Agreement.
WHEREAS, the Employment Agreement provides for a three-year term which is scheduled to expire on January 2, 2025 unless further extended; and

WHEREAS, the Employer and Executive desire to amend the Employment Agreement to provide that the term of the Employment Agreement will continue for an additional three years, subject to an annual renewal unless a notice of non-renewal is delivered to the Executive; and

WHEREAS, Section 13(a) of the Employment Agreement provides that the Employment Agreement may be amended by a writing signed by the parties to the Employment Agreement.

NOW, THEREFORE, in consideration of the premises, the mutual agreements herein set forth and such other consideration the sufficiency of which is hereby acknowledged, the Employment Agreement is hereby amended as follows:
Section 1.   Three Year Contract; Annual Renewal.  Section 2(a) of the Employment Agreement is hereby amended and restated to read as follows:
“2(a) The term of this Agreement shall renew on December 10, 2024 and shall continue thereafter for a period of three years (the “Employment Period”) and the Employment Period shall be extended and renewed for an additional year on each December 10th thereafter, commencing on December 10, 2025, so that the remaining term of the Employment Period is always between two to three years, until the date that the Employer gives Executive written notice of non-renewal (the “Non-Renewal Notice”).  The Employment Period shall end on the date that is thirty-six (36) months after the date of the Non-Renewal Notice, unless the parties agree that the Employment Period shall end on an earlier date.  Notwithstanding the foregoing and regardless of any Non-Renewal Notice, this Agreement shall remain in effect for a period of thirty-six (36) months following the effective date of a Change in Control if a Change in Control occurs during the Employment Period.  Reference herein to the Employment Period will refer to both such initial term and such extended terms.”
Section 2.   Effectiveness.  This Amendment shall be deemed effective as of the date first above written, as if executed on such date.  Except as expressly set forth herein, this Amendment shall not by implication or otherwise alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Employment Agreement, all of which are ratified and affirmed in all respects and shall continue in full force and effect and shall be otherwise unaffected.

Section 3.   Governing Law.  This Amendment and the rights and obligations hereunder shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania but only to the extent not superseded by federal law.

Section 4.   Counterparts.  This Amendment may be executed in any number of counterparts, each of which shall for all purposes be deemed an original, and all of which together shall constitute but one and the same instrument.


IN WITNESS WHEREOF, the Bank, Company and Executive have signed this Amendment as of December 10, 2024.
 
ESSA BANK & TRUST
 
 
 
By: /s/ Gary Olson
 
       President and Chief Executive Officer


 
ESSA BANCORP, INC.
 
 
 
By: /s/ Gary Olson
 
       President and Chief Executive Officer


 
EXECUTIVE
 
 
 
/s/ Charles D. Hangen

EXHIBIT 10.3


AMENDMENT NUMBER ONE
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
This Amendment Number One (the “Amendment”) to the Amended and Restated Employment Agreement, dated as of January 3, 2022 (the “Employment Agreement”), by and between ESSA Bank & Trust, a Pennsylvania chartered stock savings bank (the “Bank”), ESSA Bancorp, Inc., a Pennsylvania-chartered corporation (the “Company”) and Allan A. Muto (the “Executive”) is entered into as of December 10, 2024.  Capitalized terms which are not defined herein shall have the same meaning as set forth in the Employment Agreement.
WHEREAS, the Employment Agreement provides for a three-year term which is scheduled to expire on January 2, 2025 unless further extended; and

WHEREAS, the Employer and Executive desire to amend the Employment Agreement to provide that the term of the Employment Agreement will continue for an additional three years, subject to an annual renewal unless a notice of non-renewal is delivered to the Executive; and

WHEREAS, Section 13(a) of the Employment Agreement provides that the Employment Agreement may be amended by a writing signed by the parties to the Employment Agreement.

NOW, THEREFORE, in consideration of the premises, the mutual agreements herein set forth and such other consideration the sufficiency of which is hereby acknowledged, the Employment Agreement is hereby amended as follows:
Section 1.   Three Year Contract; Annual Renewal.  Section 2(a) of the Employment Agreement is hereby amended and restated to read as follows:
“2(a) The term of this Agreement shall renew on December 10, 2024 and shall continue thereafter for a period of three years (the “Employment Period”) and the Employment Period shall be extended and renewed for an additional year on each December 10th thereafter, commencing on December 10, 2025, so that the remaining term of the Employment Period is always between two to three years, until the date that the Employer gives Executive written notice of non-renewal (the “Non-Renewal Notice”).  The Employment Period shall end on the date that is thirty-six (36) months after the date of the Non-Renewal Notice, unless the parties agree that the Employment Period shall end on an earlier date.  Notwithstanding the foregoing and regardless of any Non-Renewal Notice, this Agreement shall remain in effect for a period of thirty-six (36) months following the effective date of a Change in Control if a Change in Control occurs during the Employment Period.  Reference herein to the Employment Period will refer to both such initial term and such extended terms.”
Section 2.   Effectiveness.  This Amendment shall be deemed effective as of the date first above written, as if executed on such date.  Except as expressly set forth herein, this Amendment shall not by implication or otherwise alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Employment Agreement, all of which are ratified and affirmed in all respects and shall continue in full force and effect and shall be otherwise unaffected.

Section 3.   Governing Law.  This Amendment and the rights and obligations hereunder shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania but only to the extent not superseded by federal law.

Section 4.   Counterparts.  This Amendment may be executed in any number of counterparts, each of which shall for all purposes be deemed an original, and all of which together shall constitute but one and the same instrument.


IN WITNESS WHEREOF, the Bank, Company and Executive have signed this Amendment as of December 10, 2024.
 
ESSA BANK & TRUST
 
 
 
By: /s/ Gary Olson
 
       President and Chief Executive Officer


 
ESSA BANCORP, INC.
 
 
 
By: /s/ Gary Olson
 
       President and Chief Executive Officer


 
EXECUTIVE
 
 
 
/s/ Allan A. Muto

v3.24.3
Document and Entity Information
Dec. 10, 2024
Cover [Abstract]  
Document Type 8-K
Amendment Flag false
Document Period End Date Dec. 10, 2024
Entity File Number 001-33384
Entity Registrant Name ESSA Bancorp, Inc.
Entity Central Index Key 0001382230
Entity Incorporation, State or Country Code PA
Entity Tax Identification Number 20-8023072
Entity Address, Address Line One 200 Palmer Street
Entity Address, City or Town Stroudsburg
Entity Address, State or Province PA
Entity Address, Postal Zip Code 18360
City Area Code 570
Local Phone Number 421-0531
Title of 12(b) Security Common Stock, no par value
Trading Symbol ESSA
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
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