8-K

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): May 31, 2023

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)

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	ESSA	Nasdaq Stock Market LLC

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))

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 7.01 Regulation FD Disclosure.

On May 31, 2023, ESSA Bancorp, Inc., the parent company of ESSA Bank & Trust (“ESSA Bank”), issued a press release announcing that ESSA Bank entered into a consent order with the U.S. Department of Justice (“DOJ”) to resolve allegations of violations of the fair lending laws within the Philadelphia Metropolitan Statistical Area (“MSA”). A copy of the press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Under the settlement, ESSA Bank agrees to provide $2.9 million in mortgage loan subsidies over a five-year period for majority Black and Hispanic census tracts, with at least 50% of those subsidies to be invested in specified Philadelphia MSA census tracts in proximity to ESSA Bank’s two Delaware County branch locations. The remainder of the subsidies may be used in other qualifying areas.

ESSA Bank is also committing $250,000 in additional focused marketing and outreach, $125,000 in community development partnerships, and making investments in additional mortgage professionals and a community development officer focused on statistically underserved communities.

The settlement includes no civil penalties levied against ESSA Bank.

The DOJ consent order must be approved by the United States District Court for the Eastern District of Pennsylvania, and at that point all claims asserted by the DOJ against ESSA Bank will have been resolved according to its terms.

The information in this Current Report and the information included herein, including Exhibit 99.1 hereto, shall be not deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The furnishing of the information under in this Current Report will not be deemed an admission as to the materiality of any information herein.

Forward-Looking Statements: Certain statements contained herein are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such forward-looking statements may be identified by reference to a future period or periods, or by the use of forward-looking terminology, such as “may,” “will,” “believe,” “expect,” “estimate,” “anticipate,” “continue,” or similar terms or variations on those terms, or the negative of those terms. Forward-looking statements are subject to numerous risks and uncertainties, including, but not limited to, those related to the economic environment, particularly in the market areas in which ESSA Bancorp, Inc. operates, competitive products and pricing, fiscal and monetary policies of the U.S. Government, changes in government regulations affecting financial institutions, including compliance costs and capital requirements, changes in prevailing interest rates, acquisitions and the integration of acquired businesses, credit risk management, asset-liability management, the financial and securities markets and the availability of and costs associated with sources of liquidity, and the Risk Factors disclosed in our annual, quarterly and current reports.

ESSA Bancorp, Inc. wishes to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. ESSA Bancorp, Inc. wishes to advise readers that the factors listed above could affect ESSA Bancorp, Inc.’s financial performance and could cause ESSA Bancorp, Inc.’s actual results for future periods to differ materially from any opinions or statements expressed with respect to future periods in any current statements. ESSA Bancorp, Inc. does not undertake and specifically declines any obligation to publicly release the result of any revisions that may be made to any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.

Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired. Not applicable.

(b) Pro Forma Financial Information. Not applicable.

(c) Shell Company Transactions. Not applicable.

(d) Exhibits.

Exhibit No.	Description
99.1	Press release issued by ESSA Bancorp, Inc. on May 31, 2023.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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: May 31, 2023	By:	/s/ Gary S. Olson
		Gary S. Olson, President and Chief Executive Officer

EX-99.1

Exhibit 99.1

Date:	May 31, 2023
Contact:	Gary S. Olson, President & CEO
Corporate Office:	200 Palmer Street Stroudsburg, Pennsylvania 18360
Telephone:	(570) 421-0531

ESSA Bancorp, Inc. Announces Settlement with Department of Justice

Stroudsburg, PA. – May 31, 2023 - ESSA Bank & Trust (ESSA), the wholly owned subsidiary of ESSA Bancorp, Inc. (NASDAQ:ESSA), today announced it has entered into a settlement with the U.S. Department of Justice (DOJ) to resolve allegations that it violated fair lending laws in the Philadelphia Metropolitan Statistical Area (MSA).

As noted in the Consent Order resolving the case, ESSA categorically denies violating any fair lending laws or engaging in “redlining.”

Under the settlement, ESSA agrees to provide $2.9 million in mortgage loan subsidies over a five-year period for majority Black and Hispanic census tracts, with at least 50% of those subsidies to be invested in specified Philadelphia MSA census tracts in proximity to ESSA’s two Delaware County branch locations. The remainder of the subsidies may be used in other qualifying areas.

ESSA is also committing $250,000 in additional focused marketing and outreach, $125,000 in community development partnerships, and making investments in additional mortgage professionals and a community development officer focused on statistically underserved communities.

The settlement includes no civil penalties levied against ESSA.

“This settlement reflects our business decision to avoid the costs, uncertainties, and distractions of litigation,” said Gary S. Olson, President and CEO of ESSA.

Olson observed that “during the time period covered by the government’s Complaint, ESSA did not receive a single fair lending complaint from any customer or potential customer,” noting further that in 2018 (within the time covered by the government’s Complaint), ESSA opened a branch and business center in downtown Allentown, Pennsylvania in a majority minority census tract.

“ESSA and its Board of Directors believe this is a constructive resolution to a dispute that has lasted several years,” Olson continued. “It is consistent with our guiding principles and longstanding commitment to provide equal lending opportunities to all of the communities we are privileged to serve. We plan on using these loan subsidy funds to expand opportunities for qualified borrowers who can benefit from this assistance. We’re happy and pleased to help families purchase homes. It is simply the right thing to do.”

ESSA has consistently demonstrated corporate leadership through a diverse, highly qualified and independent Board of Directors. The Bank has long been recognized for its innovation in helping communities and borrowers, such as participating in private/public partnerships like the federal Court-Assisted Re-Entry (CARE) and Philadelphia-based Supervision to Aid Re-Entry (STAR) programs, and Pennsylvania’s State Transition Re-Entry Incentive Validating Endeavors (STRIVE) program, which provide loans and financial education to individuals re-entering the community after a period of incarceration.

Corporate Center: 200 Palmer Street PO Box L Stroudsburg, PA 18360-0160 570-421-0531   Fax: 570-421-7158

ESSA also provides housing assistance grants to Houwzer’s RiseUp Fund and has supported the Ripple Community Village Adopt-An-Apartment Project in Allentown, among numerous other community activities within its service areas. ESSA assisted more than 700 companies save hundreds of jobs by participating in the Paycheck Protection Plan during the COVID-19 pandemic.

Olson concluded: “We are proud of our record of community service. While vehemently denying the government’s allegations of redlining, we have cooperated expeditiously and fully with the investigation into this matter. We look forward to continuing to work closely with the DOJ going forward, and just as importantly, with our communities, to provide lending opportunities for all qualified borrowers, no matter their background, or where they live or work.”

About the Company

ESSA Bancorp, Inc. is the holding company for its wholly owned subsidiary, ESSA Bank & Trust, which was formed in 1916. The Company has total assets of $2.0 billion and has 21 community offices throughout the Lehigh Valley, Greater Pocono, Scranton/Wilkes-Barre, and Southeastern Pennsylvania markets. ESSA Bank & Trust offers a full range of commercial and retail financial services, asset management and trust services, investment services through Ameriprise Financial Institutions Group and insurance benefit services through ESSA Advisory Services, LLC. ESSA Bancorp Inc. stock trades on the NASDAQ Global Market (SM) under the symbol “ESSA.”

Forward-Looking Statements

Certain statements contained herein are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such forward-looking statements may be identified by reference to a future period or periods, or by the use of forward-looking terminology, such as “may,” “will,” “believe,” “expect,” “estimate,” “anticipate,” “continue,” or similar terms or variations on those terms, or the negative of those terms. Forward-looking statements are subject to numerous risks and uncertainties, including, but not limited to, those related to the economic environment, particularly in the market areas in which the Company operates, competitive products and pricing, fiscal and monetary policies of the U.S. Government, changes in government regulations affecting financial institutions, including compliance costs and capital requirements, changes in prevailing interest rates, acquisitions and the integration of acquired businesses, credit risk management, asset-liability management, the financial and securities markets and the availability of and costs associated with sources of liquidity, and the Risk Factors disclosed in our annual, quarterly and current reports.

The Company wishes to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. The Company wishes to advise readers that the factors listed above could affect the Company’s financial performance and could cause the Company’s actual results for future periods to differ materially from any opinions or statements expressed with respect to future periods in any current statements. The Company does not undertake and specifically declines any obligation to publicly release the result of any revisions that may be made to any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.

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Document and Entity Information	May 31, 2023
Cover [Abstract]
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Entity Central Index Key	0001382230
Document Type	8-K
Document Period End Date	May 31, 2023
Entity Registrant Name	ESSA Bancorp, Inc.
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Entity File Number	001-33384
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
Security 12b Title	Common
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