DNBF / DNB Financial Corp. - Depositi SEC, Relazione annuale, dichiarazione di delega

DNB Financial Corp.
US ˙ NASDAQ
QUESTO SIMBOLO NON E' PIU' ATTIVO

Statistiche di base
CIK 713671
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to DNB Financial Corp.
SEC Filings (Chronological Order)
Questa pagina fornisce un elenco completo e cronologico dei depositi SEC, esclusi i documenti di proprietà che forniamo altrove.
February 13, 2020 SC 13G/A

DNBF / DNB Financial Corp. / FJ Capital Management LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1) * DNB Financial Corporation (DNBF) (Name of Issuer) Common Stock (Title of Class of Securities) 233237106 (CUSIP Number) 12/31/2019 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which t

January 8, 2020 SC 13G/A

DNBF / DNB Financial Corp. / Wellington Management Group LLP - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 )* DNB Financial Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 233237106 (CUSIP Number) December 31, 2019 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which t

December 12, 2019 15-12B

DNBF / DNB Financial Corp. 15-12B - - 15-12B

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-34242 DNB FINANCIAL CORPORATION (Exact name of registrant as specified

December 2, 2019 S-8 POS

DNBF / DNB Financial Corp. S-8 POS - - S-8 POS

As filed with the Securities and Exchange Commission on December 2, 2019 Registration No.

December 2, 2019 S-8 POS

DNBF / DNB Financial Corp. S-8 POS - - S-8 POS

As filed with the Securities and Exchange Commission on December 2, 2019 Registration No.

December 2, 2019 8-K

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

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 December 2, 2019 (November 30, 2019) Date of Report (Date of Earliest Event Reported) DNB Financial Corporation (Exact name of registrant as specified in its charter) Pennsylvania 1-34242 23-2222567 (State or other jurisdiction of in

December 2, 2019 POS AM

DNBF / DNB Financial Corp. POS AM - - POS AM

As filed with the Securities and Exchange Commission on December 2, 2019 Registration No.

December 2, 2019 S-8 POS

DNBF / DNB Financial Corp. S-8 POS - - S-8 POS

As filed with the Securities and Exchange Commission on December 2, 2019 Registration No.

December 2, 2019 S-8 POS

DNBF / DNB Financial Corp. S-8 POS - - S-8 POS

As filed with the Securities and Exchange Commission on December 2, 2019 Registration No.

December 2, 2019 S-8 POS

DNBF / DNB Financial Corp. S-8 POS - - S-8 POS

As filed with the Securities and Exchange Commission on December 2, 2019 Registration No.

December 2, 2019 S-8 POS

DNBF / DNB Financial Corp. S-8 POS - - S-8 POS

As filed with the Securities and Exchange Commission on December 2, 2019 Registration No.

December 2, 2019 S-8 POS

DNBF / DNB Financial Corp. S-8 POS - - S-8 POS

As filed with the Securities and Exchange Commission on December 2, 2019 Registration No.

November 1, 2019 10-Q

DNBF / DNB Financial Corp. 10-Q - Quarterly Report - 10-Q

 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549  FORM 10-Q  [X] Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.  For the quarterly period ended: September 30, 2019 or [ ] Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.  For the transition period from to  Commission File Number: 1-34242

October 23, 2019 EX-99.1

DNB Financial Corporation

DNB Financial Corporation    For further information, please contact: Gerald F.

October 23, 2019 8-K

Financial Statements and Exhibits, Other Events

 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): October 23, 2019 DNB Financial Corporation (Exact name of registrant as specified in its charter)   Pennsylvania 1-34242 23-2222567 (State or other jurisdiction (Commiss

October 23, 2019 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

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   ly Date of Report (Date of Earliest Event Reported): October 23, 2019 DNB Financial Corporation (Exact name of registrant as specified in its charter)   Pennsylvania 1-34242 23-2222567 (State or other jurisdiction (Commis

October 23, 2019 EX-99.1

DNB Financial Corporation

DNB Financial Corporation   For further information, please contact: Gerald F. Sopp CFO/Executive Vice-President 484.359.3138FOR IMMEDIATE RELEASE [email protected] (NasdaqCM: DNBF) DNB Financial Corporation Reports Third Quarter 2019 Results Downingtown PA, October 23, 2019 (GLOBE NEWSWIRE)– DNB Financial Corporation (NASDAQ: DNBF), today reported net income of $2.9 million, or $0.66 per dilut

September 25, 2019 8-K

Submission of Matters to a Vote of Security Holders

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): September 25, 2019 DNB Financial Corporation (Exact name of registrant as specified in its charter) Pennsylvania 1-34242 23-2222567 (State or other jurisdiction (Commission (I.R.S. Em

September 5, 2019 8-K

Financial Statements and Exhibits, Other Events

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): September 05, 2019 DNB Financial Corporation (Exact name of registrant as specified in its charter) Pennsylvania 1-34242 23-2222567 (State or other jurisdiction (Commission (I.R.S. Em

September 5, 2019 EX-99.1

# # #

Exhibit 99.1 INVESTOR CONTACT Mark Kochvar S&T Bancorp, Inc. Chief Financial Officer 724.465.4826 [email protected] INVESTOR CONTACT Gerald F. Sopp DNB Financial Corporation Chief Financial Officer 484.359.3138 [email protected] MEDIA CONTACT Dana Wysinger S&T Bancorp, Inc. EVP Chief Marketing Officer 724.465.5448 [email protected] MEDIA CONTACT Jonathan T. McGrain DNB Financial Corp

September 5, 2019 425

DNBF / DNB Financial Corp. 425 - Merger Prospectus - DNB FINANCIAL CORPORATION FORM 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): September 05, 2019 DNB Financial Corporation (Exact name of registrant as specified in its charter) Pennsylvania 1-34242 23-2222567 (State or other jurisdiction (Commission (I.R.S. Em

September 5, 2019 EX-99.1

# # #

Exhibit 99.1 INVESTOR CONTACT Mark Kochvar S&T Bancorp, Inc. Chief Financial Officer 724.465.4826 [email protected] INVESTOR CONTACT Gerald F. Sopp DNB Financial Corporation Chief Financial Officer 484.359.3138 [email protected] MEDIA CONTACT Dana Wysinger S&T Bancorp, Inc. EVP Chief Marketing Officer 724.465.5448 [email protected] MEDIA CONTACT Jonathan T. McGrain DNB Financial Corp

August 22, 2019 DEFM14A

DNBF / DNB Financial Corp. DEFM14A - - DEFM14A

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant  o Check the appropriate box:  o Preliminary Proxy Statement  o Confidential, for Use of the Commission Only (as permitted by Rule

August 21, 2019 8-K

Financial Statements and Exhibits, Other Events

 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): August 21, 2019 DNB Financial Corporation (Exact name of registrant as specified in its charter)   Pennsylvania 1-34242 23-2222567 (State or other jurisdiction (Commissi

August 21, 2019 EX-99.1

DNB Financial Corporation

DNB Financial Corporation    For further information, please contact: Gerald F.

August 5, 2019 EX-3.3

Amendment to Bylaws of DNB Financial Corporation, dated June 5, 2019, filed as Exhibit 3.3 to Form 10-Q on August 8, 2019 and incorporated herein by reference.

Exhibit 3.3  The Amended and Restated Bylaws of DNB Financial Corporation were amended on June 5, 2019 to add the following as a new Article 39:  Article 39  FORUM FOR ADJUDICATION OF DISPUTES  Section 39.1 Unless the Corporation consents in writing to the selection of an alternative forum, the state courts of the Commonwealth of Pennsylvania in and for Chester County and the federal district

August 5, 2019 EX-3.2

Bylaws of the Registrant as amended January 27, 2016, filed as Exhibit 3.2 to Form 10-Q on August 8, 2019 and incorporated herein by reference.

Exhibit 3.2  AMENDED AND RESTATED BYLAWS of DNB FINANCIAL CORPORATION (Amended and restated as of January 27, 2016) Article 1 CORPORATION OFFICE Section 1. 1 The Corporation shall have and continuously maintain in Pennsylvania a registered office which may, but need not, be the same as its place of business and at an address to be designated from time to time by the Board of Directors. Section 1.

August 5, 2019 10-Q

August 5, 2019

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549  FORM 10-Q  [X] Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.  For the quarterly period ended: June 30, 2019 or [ ] Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.  For the transition period from to  Commission File Number: 1-34242 DNB Fi

July 23, 2019 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

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   ly Date of Report (Date of Earliest Event Reported): July 23, 2019 DNB Financial Corporation (Exact name of registrant as specified in its charter)   Pennsylvania 1-34242 23-2222567 (State or other jurisdiction (Commissio

July 23, 2019 EX-99.1

DNB Financial Corporation

DNB Financial Corporation   For further information, please contact: Gerald F. Sopp CFO/Executive Vice-President 484.359.3138FOR IMMEDIATE RELEASE [email protected] (NasdaqCM: DNBF) DNB Financial Corporation Reports Second Quarter 2019 Results Downingtown PA, July 23, 2019 (GLOBE NEWSWIRE)– DNB Financial Corporation (NASDAQ: DNBF), today reported net income of $2.6 million, or $0.60 per diluted

July 11, 2019 SC 13D/A

DNBF / DNB Financial Corp. / Driver Management Co Llc - SC13D/A Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No. 9) DNB Financial Corporation (Name of Issuer) Common Stock, par value $1.00 per share (Title of Class of Securities) 233237 10

June 26, 2019 11-K

DNBF / DNB Financial Corp. 11-K - - 11-K

  UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549   FORM 11-K  þ Annual Report Pursuant to Section 15(d) of the Securities Exchange Act of 1934  For the fiscal year ended December 31, 2018  COMMISSION FILE NO. 1-34242     DNB FIRST 401(k) RETIREMENT PLAN   4 Brandywine Avenue Downingtown, Pennsylvania 19335 (Full title of the Plan and the address of the Plan, i

June 6, 2019 425

DNBF / DNB Financial Corp. 425 - Merger Prospectus - DNB FINANCIAL CORPORATION FORM 425

Filed by DNB Financial Corporation Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: DNB Financial Corporation Commission File No: 001-34242 Date: June 5, 2019 Explanatory Note: This information is being re-filed to include the “Important Additional Information” and “Participants in the Solicitation” legends that were inadvertently omitted from the original filing.

June 6, 2019 425

DNBF / DNB Financial Corp. 425 - Merger Prospectus - DNB FINANCIAL CORPORATION FORM 425

425 1 dnb425.htm DNB FINANCIAL CORPORATION FORM 425 Filed by DNB Financial Corporation Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: DNB Financial Corporation Commission File No: 001-34242 Date: June 5, 2019 Explanatory Note: This information is being re-filed to include the “Important Addit

June 5, 2019 425

DNBF / DNB Financial Corp. 425 - Merger Prospectus - DNB FINANCIAL CORPORATION FORM 425

425 1 dnb425.htm DNB FINANCIAL CORPORATION FORM 425 Filed by DNB Financial Corporation Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: DNB Financial Corporation Commission File No: 001-34242 Date: June 5, 2019 Message Points 6/5/19 For Internal Use Only – Not for Distribution What is happening

June 5, 2019 425

DNBF / DNB Financial Corp. 425 - Merger Prospectus - DNB FINANCIAL CORPORATION FORM 425

425 1 dnb425.htm DNB FINANCIAL CORPORATION FORM 425 Filed by DNB Financial Corporation Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: DNB Financial Corporation Commission File No: 001-34242 Date: June 5, 2019 Employee Email To: DNB ALL From: William Hieb Date: June 5, 2019 Subject: DNB Financ

June 5, 2019 EX-99.1

S&T Bancorp, Inc. and DNB Financial Corporation Announce Merger

EX-99.1 5 ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 INVESTOR CONTACT: INVESTOR CONTACT: Mark Kochvar Gerald F. Sopp S&T Bancorp, Inc. DNB Financial Corporation Chief Financial Officer Chief Financial Officer 724.465.4826 484.359.3138 [email protected] [email protected] MEDIA CONTACT: MEDIA CONTACT: Daniel Duchnowski Jonathan T. McGrain S&T Bancorp, Inc. DNB Financial Corporation Senior Vice Pres

June 5, 2019 EX-10.1

Form of Voting Agreement, dated June 5, 2019, by and between S&T Bancorp, Inc. and certain executive officers, directors and shareholders of DNB Financial Corporation

EX-10.1 4 ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 VOTING AGREEMENT This Voting Agreement (this “Agreement”), dated as of June 5, 2019, is entered into by and between S&T Bancorp., Inc., a Pennsylvania corporation (“Parent”), and the undersigned (the “Shareholder”), a shareholder of DNB Financial Corporation, a Pennsylvania corporation (the “Company”). WHEREAS, subject to the terms and conditions of t

June 5, 2019 EX-3.1

Amendment to Bylaws of DNB Financial Corporation

Exhibit 3.1 The Amended and Restated Bylaws of DNB Financial Corporation are hereby amended to add the following as a new Article 39: Article 39 FORUM FOR ADJUDICATION OF DISPUTES Section 39.1 Unless the Corporation consents in writing to the selection of an alternative forum, the state courts of the Commonwealth of Pennsylvania in and for Chester County and the federal district court for the East

June 5, 2019 EX-2.1

Agreement and Plan of Merger by and between DNB Financial Corporation and S&T Bancorp, Inc., dated as of June 5, 2019, filed as Exhibit 2.1 to Form 8-K on June 5, 2019 and incorporated herein by reference.

EX-2.1 2 ex2-1.htm EXHIBIT 2.1 Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and between DNB FINANCIAL CORPORATION and S&T BANCORP, INC. Dated as of June 5, 2019 ARTICLE I THE MERGER 1 1.1 The Merger 1 1.2 Effective Time 2 1.3 Closing 2 1.4 Articles of Incorporation and Bylaws of the Surviving Corporation 2 1.5 Tax Consequences 2 1.6 Effects of the Merger 2 1.7 Parent Common Stock 2 1.8 Conversion o

June 5, 2019 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

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): June 5, 2019 DNB Financial Corporation (Exact name of registrant as specified in its charter) Pennsylvania 1-34242 23-2222567 (State or other jurisdiction of incorporation) (Commissio

June 5, 2019 EX-3.1

Amendment to Bylaws of DNB Financial Corporation

Exhibit 3.1 The Amended and Restated Bylaws of DNB Financial Corporation are hereby amended to add the following as a new Article 39: Article 39 FORUM FOR ADJUDICATION OF DISPUTES Section 39.1 Unless the Corporation consents in writing to the selection of an alternative forum, the state courts of the Commonwealth of Pennsylvania in and for Chester County and the federal district court for the East

June 5, 2019 EX-2.1

Agreement and Plan of Merger, dated as of June 5, 2019, by and between DNB Financial Corporation and S&T Bancorp, Inc.

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and between DNB FINANCIAL CORPORATION and S&T BANCORP, INC. Dated as of June 5, 2019 ARTICLE I THE MERGER 1 1.1 The Merger 1 1.2 Effective Time 2 1.3 Closing 2 1.4 Articles of Incorporation and Bylaws of the Surviving Corporation 2 1.5 Tax Consequences 2 1.6 Effects of the Merger 2 1.7 Parent Common Stock 2 1.8 Conversion of Company Common Stock 3 1.9 Tr

June 5, 2019 EX-10.1

Form of Voting Agreement, dated June 5, 2019, by and between S&T Bancorp, Inc. and certain executive officers, directors and shareholders of DNB Financial Corporation

Exhibit 10.1 VOTING AGREEMENT This Voting Agreement (this “Agreement”), dated as of June 5, 2019, is entered into by and between S&T Bancorp., Inc., a Pennsylvania corporation (“Parent”), and the undersigned (the “Shareholder”), a shareholder of DNB Financial Corporation, a Pennsylvania corporation (the “Company”). WHEREAS, subject to the terms and conditions of the Agreement and Plan of Merger (a

June 5, 2019 EX-99.1

S&T Bancorp, Inc. and DNB Financial Corporation Announce Merger

Exhibit 99.1 INVESTOR CONTACT: INVESTOR CONTACT: Mark Kochvar Gerald F. Sopp S&T Bancorp, Inc. DNB Financial Corporation Chief Financial Officer Chief Financial Officer 724.465.4826 484.359.3138 [email protected] [email protected] MEDIA CONTACT: MEDIA CONTACT: Daniel Duchnowski Jonathan T. McGrain S&T Bancorp, Inc. DNB Financial Corporation Senior Vice President/Marketing Senior Vice Presid

June 5, 2019 425

DNBF / DNB Financial Corp. 425 - Merger Prospectus - DNB FINANCIAL CORPORATION FORM 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): June 5, 2019 DNB Financial Corporation (Exact name of registrant as specified in its charter) Pennsylvania 1-34242 23-2222567 (State or other jurisdiction of incorporation) (Commissio

May 29, 2019 SC 13D/A

DNBF / DNB Financial Corp. / Driver Management Co Llc - SC13D/A Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No. 8) DNB Financial Corporation (Name of Issuer) Common Stock, par value $1.00 per share (Title of Class of Securities) 233237 10

May 22, 2019 EX-99.1

DNB Financial Corporation

EX-99.1 2 dnbf-20190522xex991.htm EX-99.1 DNB Financial Corporation    For further information, please contact: Gerald F. Sopp CFO/Executive Vice-President 484.359.3138FOR IMMEDIATE RELEASE [email protected] (NasdaqCM: DNBF)   DNB Financial Corporation Declares a $0.07 Cash Dividend    (May 22, 2019 – Downingtown, PA) The Board of Directors of DNB Financial Corporation, parent of DNB Firs

May 22, 2019 8-K

Financial Statements and Exhibits, Other Events

 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 22, 2019 DNB Financial Corporation (Exact name of registrant as specified in its charter)   Pennsylvania 1-34242 23-2222567 (State or other jurisdiction (Commission

May 13, 2019 EX-99.9

Exhibit 99.9

EX-99.9 2 dmcex999.htm BOOKS AND RECORDS DEMAND EXHIBIT 99.9 May 13, 2019 DNB Financial Corporation 4 Brandywine Avenue Downingtown, PA 19335 Attention: Gerald F. Sopp, Corporate Secretary Via E Mail Re: Demand for Inspection of Books and Records Dear Mr. Sopp: I am writing to you in response to your letter denying CT Opportunity Partners I LP and Driver Management Company, LLC (together with J. A

May 13, 2019 SC 13D/A

DNBF / DNB Financial Corp. / Driver Management Co Llc - SC 13D/A Activist Investment

SC 13D/A 1 dmcsc13da.htm SC 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No. 7) DNB Financial Corporation (Name of Issuer) Common Stock, par value $1.00 per share (Title

May 6, 2019 10-Q

May 6, 2019

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549  FORM 10-Q  [X] Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.  For the quarterly period ended: March 31, 2019 or [ ] Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.  For the transition period from to  Commission File Number: 1-34242 DNB F

April 25, 2019 SC 13D/A

DNBF / DNB Financial Corp. / Driver Management Co Llc - SC 13D/A Activist Investment

SC 13D/A 1 dmcsc13da.htm SC 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No. 6) DNB Financial Corporation (Name of Issuer) Common Stock, par value $1.00 per share (Title

April 25, 2019 EX-99.8

Exhibit 99.8

EXHIBIT 99.8 ATTENTION DNBF SHAREHOLDERS YOU HAVE SPOKEN—WILL DNBF LISTEN? MAKE SURE THAT DNBF KNOWS THAT YOU DEMAND ACCOUNTABILITY ITS TIME FOR DNBF TO PUT SHAREHOLDERS FIRST Set forth below is a comparison of the results of the election of directors at DNB Financial Corporation’s (“DNBF”) 2018 and 2019 annual meetings: 2018 DNBF Annual Meeting1 Nominee For Withhold For/Withhold Ratio Peter R. Ba

April 24, 2019 8-K

Submission of Matters to a Vote of Security Holders

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   ly Date of Report (Date of Earliest Event Reported): April 24, 2019 DNB Financial Corporation (Exact name of registrant as specified in its charter)   Pennsylvania 1-34242 23-2222567 (State or other jurisdiction (Commissi

April 23, 2019 PX14A6G

DNBF / DNB Financial Corp. PX14A6G

PX14A6G 1 dmcpx14a6g.htm PX14A6G United States Securities and Exchange Commission Washington, DC 20549 NOTICE OF EXEMPT SOLICITATION NAME OF REGISTRANT: DNB Financial Corporation NAME OF PERSONS RELYING ON EXEMPTION: CT Opportunity Management LLC, CT Opportunity Partners I LP, J. Abbott R. Cooper, Driver Management LLC, John B. Thompson II ADDRESS OF PERSON RELYING ON EXEMPTION: 215 East 72nd Stre

April 23, 2019 EX-99.1

DNB Financial Corporation

DNB Financial Corporation   For further information, please contact: Gerald F. Sopp CFO/Executive Vice-President 484.359.3138FOR IMMEDIATE RELEASE [email protected] (NasdaqCM: DNBF) DNB Financial Corporation Reports First Quarter 2019 Results Downingtown PA, April 23, 2019 (GLOBE NEWSWIRE)– DNB Financial Corporation (Nasdaq: DNBF), today reported net income of $2.6 million, or $0.60 per diluted

April 23, 2019 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

8-K 1 dnbf-20190423x8k.htm 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   ly Date of Report (Date of Earliest Event Reported): April 23, 2019 DNB Financial Corporation (Exact name of registrant as specified in its charter)   Pennsylvania 1-34242 23-2222567 (State

April 11, 2019 DEFA14A

April 11, 2019

DEFA14A 1 dnbdefa14a.htm DNB CORPORATION FORM DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of t

April 11, 2019 SC 13D/A

DNBF / DNB Financial Corp. / Driver Management Co Llc - SC 13D/A Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No. 5) DNB Financial Corporation (Name of Issuer) Common Stock, par value $1.00 per share (Title of Class of Securities) 233237 10

April 9, 2019 SC 13D/A

DNBF / DNB Financial Corp. / Driver Management Co Llc - SC 13D/A Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No. 4) DNB Financial Corporation (Name of Issuer) Common Stock, par value $1.00 per share (Title of Class of Securities) 233237 10

April 9, 2019 EX-99.7

Exhibit 99.7

EX-99.7 2 dmcex997.htm APRIL 9 LETTER EXHIBIT 99.7 April 9, 2019 Mr. James Thornton Chairman of the Board DNB Financial Corporation 4 Brandywine Avenue Downingtown, PA 19335 Via E Mail Jim, I am in receipt of DNBF’s response to our lawful request, made as one of DNBF’s largest shareholders, to inspect the DNBF’s books and records in order to (among other things) investigate the inappropriate payme

April 4, 2019 PX14A6G

DNBF / DNB Financial Corp. PX14A6G

United States Securities and Exchange Commission Washington, DC 20549 NOTICE OF EXEMPT SOLICITATION NAME OF REGISTRANT: DNB Financial Corporation NAME OF PERSONS RELYING ON EXEMPTION: CT Opportunity Management LLC, CT Opportunity Partners I LP, J.

April 4, 2019 EX-99.6

Exhibit 99.6

EXHIBIT 99.6 Proposed Board Observer, Confidentiality & Standstill Terms (key terms; non-binding; for discussion purposes only) Transaction Committee: The Board of Directors (the “Board”) of DNB Financial Corp (the “Company”) shall formally constitute a Strategy Committee of the Board (the “Strategy Committee”), comprised of John Thornton and two other independent members of the Board. The Board s

April 4, 2019 SC 13D/A

DNBF / DNB Financial Corp. / Driver Management Co Llc - SC 13D/A Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No. 3) DNB Financial Corporation (Name of Issuer) Common Stock, par value $1.00 per share (Title of Class of Securities) 233237106

April 2, 2019 SC 13G

DNBF / DNB Financial Corp. / FJ Capital Management LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ) * DNB Financial Corporation (DNBF) (Name of Issuer) Common Stock (Title of Class of Securities) 233237106 (CUSIP Number) 3/28/2019 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which thi

March 27, 2019 DEFA14A

March 27, 2019

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for use of the Commission Only (as permitted by Rule 14a-6(e)(2))

March 14, 2019 EX-21

List of Subsidiaries, filed herewith.

EX-21 3 dnbf-20181231xex21.htm EX-21 Exhibit 21 Subsidiary List  Name Jurisdiction DNB First, National Association United States DNB Capital Trust I DE DNB Capital Trust II DE DOWNCO, Inc PA DNB Financial Services, Inc. d/b/a DNB Investments & Insurance PA DN Acquisition Company, Inc PA 

March 14, 2019 EX-10

Change of Control Agreement among DNB Financial Corporation, DNB First, N.A. and James A. Malloy, filed herewith.

Exhibit 10 CHANGE OF CONTROL AGREEMENT FOR JAMES A. MALLOY  THIS CHANGE OF CONTROL AGREEMENT (this "Agreement"), made as of January 8, 2019 is by and among DNB FINANCIAL CORPORATION ("Holding Company"), DNB FIRST, NATIONAL ASSOCIATION, a national banking association with principal offices at 4 Brandywine Avenue, Downingtown, PA 19335 ("Bank") (Holding Company and Bank are sometimes referred to in

March 14, 2019 10-K

March 14, 2019

 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file Number 1-34242 (Exact Name of registran

March 13, 2019 DEF 14A

March 13, 2019

Use these links to rapidly review the document TABLE OF CONTENTS Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

February 28, 2019 SC 13D/A

DNBF / DNB Financial Corp. / Driver Management Co Llc - SC 13D/A Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No. 2) DNB Financial Corporation (Name of Issuer) Common Stock, par value $1.00 per share (Title of Class of Securities) 233237 10

February 28, 2019 EX-99.5

Exhibit 99.5

EX-99.5 2 a19-56451ex99d5.htm EX-99.5 Exhibit 99.5 February 26, 2019 Mr. James Thornton Chairman of the Board DNB Financial Corporation 4 Brandywine Avenue Downingtown, PA 19335 Via E Mail Jim, Thanks for taking the time to meet with me over the past three weeks. I just wanted to circle back on one item we discussed in person on February 12; the Change of Control Payment made to Mr. Vincent Liuzzi

February 27, 2019 EX-99.1

DNB Financial Corporation

EX-99.1 2 dnbf-20190227xex991.htm EX-99.1 DNB Financial Corporation    For further information, please contact: Gerald F. Sopp CFO/Executive Vice-President 484.359.3138FOR IMMEDIATE RELEASE [email protected] (NasdaqCM: DNBF)   DNB Financial Corporation Declares a $0.07 Cash Dividend    (February 27, 2019 – Downingtown, PA) The Board of Directors of DNB Financial Corporation, parent of DNB

February 27, 2019 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

8-K 1 dnbf-20190227x8k.htm 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): February 27, 2019 DNB Financial Corporation (Exact name of registrant as specified in its charter)   Pennsylvania 1-34242 23-2222567 (Stat

February 13, 2019 SC 13G/A

DNBF / DNB Financial Corp. / BANC FUNDS CO LLC - NONE Passive Investment

Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 01)* DNB FINANCIAL CORP /PA/ (Name of Issuer) COMMON STOCK (Title of Class of Securities) 233237106 (CUSIP Number) December 31, 2018 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant

February 12, 2019 SC 13G

DNBF / DNB Financial Corp. / Wellington Management Group LLP - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* DNB Financial Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 233237106 (CUSIP Number) December 31, 2018 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which thi

February 1, 2019 EX-99.3

ADDENDUM

Exhibit 99.3 January 29, 2019 Board of Directors DNB Financial Corporation c/o Gerald F. Sopp Corporate Secretary 4 Brandywine Avenue Downingtown, PA 19335-0904 Via Overnight Express and E-mail Dear Members of the Board of Directors, On behalf of the Reporting Persons (as defined in my letter of January 22, 2019), I am somewhat surprised that there has been no response from you to either that lett

February 1, 2019 SC 13D/A

DNBF / DNB Financial Corp. / Driver Management Co Llc - SC 13D/A Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No. 1) DNB Financial Corporation (Name of Issuer) Common Stock, par value $1.00 per share (Title of Class of Securities) 233237 10

February 1, 2019 EX-99.4

Exhibit 99.4

Exhibit 99.4 January 31, 2019 Mr. James Thornton Chairman Board of Directors DNB Financial Corporation c/o Gerald F. Sopp Corporate Secretary 4 Brandywine Avenue Downingtown, PA 19335-0904 Via E-mail Dear Mr. Thornton, By email message on January 29, 2019, Gerald Sopp, Chief Financial Officer of DNBF, indicated that you would respond to my previous two letters. I look forward to, and eagerly await

February 1, 2019 EX-99.2

Exhibit 99.2

Exhibit 99.2 January 22, 2019 Board of Directors DNB Financial Corporation c/o Gerald F. Sopp Corporate Secretary 4 Brandywine Avenue Downingtown, PA 19335-0904 Via Overnight Express and E-mail Dear Members of the Board of Directors, Reference is made to the Schedule 13D (the “13D”) filed with respect to the common stock of DNB Financial Corporation (“DNBF”) by CT Opportunity Partners I, L.P. et a

January 24, 2019 EX-99.1

DNB Financial Corporation

DNB Financial Corporation   For further information, please contact: Gerald F. Sopp CFO/Executive Vice-President 484.359.3138FOR IMMEDIATE RELEASE [email protected] (NasdaqCM: DNBF) DNB Financial Corporation Reports Fourth Quarter and Full Year 2018 Results Downingtown PA, January 24, 2019 (GLOBE NEWSWIRE)– DNB Financial Corporation (Nasdaq: DNBF), today reported net income of $3.0 million, or

January 24, 2019 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

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   ly Date of Report (Date of Earliest Event Reported): January 24, 2019 DNB Financial Corporation (Exact name of registrant as specified in its charter)   Pennsylvania 1-34242 23-2222567 (State or other jurisdiction (Commis

January 17, 2019 EX-99.1

Exhibit 99.1

Exhibit 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13D with respect to the Common Stock of DNB Financial Corporation dated January 18, 2019, and any further amendments thereto signed by each of the undersigned shall be, filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exch

January 17, 2019 SC 13D

DNBF / DNB Financial Corp. / Driver Management Co Llc - SC 13D Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) Under the Securities Exchange Act of 1934 DNB Financial Corporation (Name of Issuer) Common Stock, par value $1.00 per share (Title of Class of Securities) 233237 10 6 (CUSIP Number) J

November 15, 2018 8-K

Financial Statements and Exhibits, Other Events

 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): November 15, 2018 DNB Financial Corporation (Exact name of registrant as specified in its charter)   Pennsylvania 1-34242 23-2222567 (State or other jurisdiction (Commis

November 15, 2018 EX-99.1

DNB Financial Corporation

DNB Financial Corporation    For further information, please contact: Gerald F.

November 5, 2018 10-Q

DNBF / DNB Financial Corp. 10-Q (Quarterly Report)

10-Q 1 dnbf-20180930x10q.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549  FORM 10-Q  [X] Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.  For the quarterly period ended: September 30, 2018 or [ ] Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.  For the transition period from to 

October 24, 2018 EX-99.1

DNB Financial Corporation

DNB Financial Corporation   For further information, please contact: Gerald F. Sopp CFO/Executive Vice-President 484.359.3138FOR IMMEDIATE RELEASE [email protected] (NasdaqCM: DNBF) DNB Financial Corporation Reports Third Quarter 2018 Results Downingtown PA, October 24, 2018 (GLOBE NEWSWIRE)– DNB Financial Corporation (Nasdaq: DNBF), today reported net income of $3.0 million, or $0.70 per dilut

October 24, 2018 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

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   ly Date of Report (Date of Earliest Event Reported): October 24, 2018 DNB Financial Corporation (Exact name of registrant as specified in its charter)   Pennsylvania 1-34242 23-2222567 (State or other jurisdiction (Commis

August 22, 2018 8-K

Financial Statements and Exhibits, Other Events

 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): August 22, 2018 DNB Financial Corporation (Exact name of registrant as specified in its charter)   Pennsylvania 1-34242 23-2222567 (State or other jurisdiction (Commissi

August 22, 2018 EX-99.1

DNB Financial Corporation

DNB Financial Corporation    For further information, please contact: Gerald F.

August 7, 2018 EX-99.1

DNB Financial CorporationInvestor PresentationAugust 2018 Disclosures 2 This document contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to,

DNB Financial CorporationInvestor PresentationAugust 2018 Disclosures 2 This document contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995.

August 7, 2018 8-K

Regulation FD Disclosure

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 ly Date of Report (Date of Earliest Event Reported): August 7, 2018 DNB Financial Corporation (Exact name of registrant as specified in its charter) Pennsylvania 1-34242 23-2222567 (State or other jurisdiction (Commission (I.R.S. Emp

August 6, 2018 10-Q

DNBF / DNB Financial Corp. 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549  FORM 10-Q  [X] Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.  For the quarterly period ended: June 30, 2018 or [ ] Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.  For the transition period from to  Commission File Number: 1-34242 DNB Fi

July 24, 2018 EX-99.1

DNB Financial Corporation

DNB Financial Corporation   For further information, please contact: Gerald F. Sopp CFO/Executive Vice-President 484.359.3138FOR IMMEDIATE RELEASE [email protected] (NasdaqCM: DNBF) DNB Financial Corporation Reports Second Quarter Results Downingtown PA, July 24, 2018 (GLOBE NEWSWIRE)– DNB Financial Corporation (Nasdaq: DNBF), today reported net income of $2.0 million, or $0.47 per diluted shar

July 24, 2018 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

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   ly Date of Report (Date of Earliest Event Reported): July 24, 2018 DNB Financial Corporation (Exact name of registrant as specified in its charter)   Pennsylvania 1-34242 23-2222567 (State or other jurisdiction (Commissio

June 27, 2018 11-K

DNBF / DNB Financial Corp. 11-K

  UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549  FORM 11-K  þ Annual Report Pursuant to Section 15(d) of the Securities Exchange Act of 1934  For the fiscal year ended December 31, 2017  COMMISSION FILE NO. 1-34242    DNB FIRST 401(k) RETIREMENT PLAN   4 Brandywine Avenue Downingtown, Pennsylvania 19335 (Full title of the Plan and the address of the Plan, if di

June 6, 2018 EX-10.1

10.1 Severance Agreement and General Release dated June 6, 2018 by and between DNB First, N.A. and Vince Liuzzi.

May 23, 2018 By Hand Delivery at DNB's Offices Mr. Vincent Liuzzi 17 Honeysuckle Court Glen Mills PA 19342 Re: Separation Agreement and General Release Dear Vince: This letter sets forth the proposal of DNB First, National Association ("the Bank") regarding your separation from employment with the Bank. Upon your acceptance of the terms and conditions set forth in this Letter Agreement and General

June 6, 2018 8-K

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): June 6, 2018 DNB Financial Corporation (Exact name of registrant as specified in its charter) Pennsylvania 1-34242 23-2222567 (State or other jurisdiction (Commission (I.R.S. Employer

June 6, 2018 EX-99

DNB Financial Corporation

DNB Financial Corporation For further information, please contact: Gerald F. Sopp CFO/Executive Vice-President 484.359.3138 FOR IMMEDIATE RELEASE [email protected] (NasdaqCM: DNBF) DNB Financial Corporation Appoints Tom Kline Interim Chief Commercial Lending Officer Downingtown PA., June 6, 2018 – DNB Financial Corporation (Nasdaq: DNBF), the parent company of DNB First, National Association, tod

May 23, 2018 8-K

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

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 23, 2018 DNB Financial Corporation (Exact name of registrant as specified in its charter) Pennsylvania 1-34242 23-2222567 (State or other jurisdiction (Commission (I.R.S. Employer

May 23, 2018 8-K

DNBF / DNB Financial Corp. 8-K (Current Report)

 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 23, 2018 DNB Financial Corporation (Exact name of registrant as specified in its charter)   Pennsylvania 1-34242 23-2222567 (State or other jurisdiction (Commission

May 23, 2018 EX-99.1

DNB Financial Corporation

EX-99.1 2 dnbf-20180523xex991.htm EX-99.1 DNB Financial Corporation    For further information, please contact: Gerald F. Sopp CFO/Executive Vice-President 484.359.3138FOR IMMEDIATE RELEASE [email protected] (NasdaqCM: DNBF)   DNB Financial Corporation Declares a $0.07 Cash Dividend    (May 23, 2018- Downingtown, PA) The Board of Directors of DNB Financial Corporation, parent of DNB First

May 8, 2018 10-Q

DNBF / DNB Financial Corp. 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549  FORM 10-Q  [X] Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.  For the quarterly period ended: March 31, 2018 or [ ] Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.  For the transition period from to  Commission File Number: 1-34242 DNB F

April 26, 2018 8-K

Submission of Matters to a Vote of Security Holders

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   ly Date of Report (Date of Earliest Event Reported): April 25, 2018 DNB Financial Corporation (Exact name of registrant as specified in its charter)   Pennsylvania 1-34242 23-2222567 (State or other jurisdiction (Commissi

April 24, 2018 EX-99.1

DNB Financial Corporation

DNB Financial Corporation   For further information, please contact: Gerald F. Sopp CFO/Executive Vice-President 484.359.3138FOR IMMEDIATE RELEASE [email protected] (NasdaqCM: DNBF) DNB Financial Corporation Reports First Quarter 2018 Results Downingtown PA., April 24, 2018 (GLOBE NEWSWIRE)– DNB Financial Corporation (Nasdaq: DNBF), today reported net income of $2.6 million, or $0.61 per dilute

April 24, 2018 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

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   ly Date of Report (Date of Earliest Event Reported): April 24, 2018 DNB Financial Corporation (Exact name of registrant as specified in its charter)   Pennsylvania 1-34242 23-2222567 (State or other jurisdiction (Commissi

April 10, 2018 SC 13D/A

DNBF / DNB Financial Corp. / Latoff William S - WILLIAM S. LATOFF/THE ESTATE OF WILLIAM S. LATOFF SCHEDULE 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D – EXIT FILING Under the Securities Exchange Act of 1934 (Amendment No. 5) DNB Financial Corporation (Name of Issuer) Common stock, par value $1.00 per share (Title of Class of Securities) 233237 10 6 (CUSIP Number) Gerald F. Sopp EVP and Chief Financial Officer DNB Financial Corporation 4 Brandywine Avenue Downing

March 19, 2018 DEF 14A

DNBF / DNB Financial Corp. DEF 14A

Use these links to rapidly review the document TABLE OF CONTENTS Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

March 15, 2018 EX-14

Code of Ethics as amended and restated effective October 25, 2017, filed herewith.

  DNB Financial Corporation DNB First National Association Code of Ethics/Whistleblower Policy  As directors, officers and employees of DNB Financial Corporation (the “Company”) and its subsidiaries, including without limitation DNB First National Association (the “Bank”) (collectively, “DNB”), we assume a duty to the Bank, its customers, depositors and Company shareholders.

March 15, 2018 EX-21

List of Subsidiaries, filed herewith.

Exhibit 21 Subsidiary List  Name Jurisdiction DNB First, National Association United States DNB Capital Trust I DE DNB Capital Trust II DE DOWNCO, Inc PA DNB Financial Services, Inc. d/b/a DNB Investments & Insurance PA DN Acquisition Company, Inc PA 

March 15, 2018 10-K

DNBF / DNB Financial Corp. 10-K (Annual Report)

 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2017 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file Number 1-34242 (Exact Name of registran

March 1, 2018 EX-99.1

DNB Financial Corporation

DNB Financial Corporation    For further information, please contact: Gerald F.

March 1, 2018 8-K

Financial Statements and Exhibits, Other Events

 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549  FORM 8-K  CURRENT REPORT  Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934   Date of Report (Date of Earliest Event Reported): February 28, 2018 DNB Financial Corporation (Exact name of registrant as specified in its charter)   Pennsylvania 1-34242 23-2222567 (State or other jurisdiction (Commis

February 14, 2018 SC 13G

DNBF / DNB Financial Corp. / BANC FUNDS CO LLC - NONE Passive Investment

Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. n/a )* DNB FINANCIAL CORP /PA/ CIK#: 0000713671 (Name of Issuer) COMMON STOCK (Title of Class of Securities) 233237106 (CUSIP Number) December 31, 2017 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designat

February 8, 2018 SC 13G/A

DNBF / DNB Financial Corp. / Wellington Management Group LLP - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 7 )* DNB Financial Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 233237106 (CUSIP Number) December 29, 2017 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which t

January 29, 2018 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events

8-K Barsz Director 012918 ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

January 29, 2018 EX-99.1

DNB Financial Corporation

Exhibit 991 Barsz Director 012918 DNB Financial Corporation ? ? For further information, please contact: Gerald F.

January 26, 2018 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K Restricted Stock Grant 012418 ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

January 24, 2018 EX-99.1

DNB Financial Corporation

Form 8-K Press Release 4Q DNB Financial Corporation ? ? For further information, please contact: Gerald F.

January 24, 2018 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

4Q 2017 Earnings Release UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

January 9, 2018 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Other Events

8-K Koegel 010918 ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

December 20, 2017 S-8

DNBF / DNB Financial Corp. S-8

S-8 document As filed with the Securities and Exchange Commission on December 20, 2017 ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

November 17, 2017 EX-10.1

Amendment to Change of Control Agreement for William J. Hieb, filed as Exhibit 10.1 to Form 8-K on November 17, 2017 and incorporated herein by reference.

Exhibit 10.1 AMENDMENT TO CHANGE OF CONTROL AGREEMENT FOR WILLIAM J. HIEB THIS AMENDMENT TO CHANGE OF CONTROL AGREEMENT dated as of November 15, 2017 (this "Amendment"), amends that certain Amended and Restated Change of Control Agreement dated December 20, 2006, as previously amended by Amendment to Change of Control Agreement dated December 16, 2009, and Amendment to Change in Control Agreement

November 17, 2017 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): November 15, 2017 DNB Financial Corporation (Exact name of registrant as specified in its charter) Pennsylvania 1-34242 23-2222567 (State or other jurisdiction of incorporation) (Comm

November 17, 2017 EX-10.2

Amendment to Restricted Stock Award Agreements for William J. Hieb, filed as Exhibit 10.2 to Form 8-K on November 17, 2017 and incorporated herein by reference.

Exhibit 10.2 AMENDMENT TO RESTRICTED STOCK AWARD AGREEMENTS FOR WILLIAM J. HIEB THIS AMENDMENT TO RESTRICTED STOCK AWARD AGREEMENTS dated as of November 15, 2017 (this "Amendment"), amends the Restricted Stock Award Agreements dated December 17, 2014, December 16, 2015, February 9, 2016, and November 30 (individually, an "Agreement," and collectively, the "Agreements"), by and among DNB FINANCIAL

November 17, 2017 EX-10.3

Amendment to Change of Control Agreement for Gerald F. Sopp, filed as Exhibit 10.3 to Form 8-K on November 17, 2017 and incorporated herein by reference.

Exhibit 10.3 AMENDMENT TO CHANGE OF CONTROL AGREEMENT FOR GERALD F. SOPP THIS AMENDMENT TO CHANGE OF CONTROL AGREEMENT dated as of November 15, 2017 (this "Amendment"), amends that certain Change of Control Agreement dated March 28, 2007, as previously amended by Amendment to Change of Control Agreement dated December 16, 2009, Amendment to Change in Control Agreement dated October 14, 2011, and A

November 17, 2017 EX-10.4

Amendment to Restricted Stock Award Agreements for Gerald F. Sopp, filed as Exhibit 10.4 to Form 8-K on November 17, 2017 and incorporated herein by reference.

Exhibit 10.4 AMENDMENT TO RESTRICTED STOCK AWARD AGREEMENTS FOR GERALD F. SOPP THIS AMENDMENT TO RESTRICTED STOCK AWARD AGREEMENTS dated as of November 15, 2017 (this "Amendment"), amends the Restricted Stock Award Agreements dated December 17, 2014, December 16, 2015, February 9, 2016, and November 30 (individually, an "Agreement," and collectively, the "Agreements"), by and among DNB FINANCIAL C

November 15, 2017 EX-99.1

DNB Financial Corporation

EX-99.1 2 dnbf-20171115xex991.htm EX-99.1 DNB Financial Corporation    For further information, please contact: Gerald F. Sopp CFO/Executive Vice-President 484.359.3138FOR IMMEDIATE RELEASE [email protected] (NasdaqCM: DNBF)   DNB Financial Corporation Declares a $0.07 Cash Dividend    (November 15, 2017- Downingtown, PA) The Board of Directors of DNB Financial Corporation, parent of DNB

November 15, 2017 8-K

Financial Statements and Exhibits, Other Events

8-K Cash Dividend 111517 ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

November 13, 2017 10-Q

DNBF / DNB Financial Corp. 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549  FORM 10-Q  [X] Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.  For the quarterly period ended: September 30, 2017 or [ ] Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.  For the transition period from to  Commission File Number: 1-34242 D

October 30, 2017 EX-99.1

DNB FINANCIAL CORPORATION SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

Exhibit 99.1 DNB FINANCIAL CORPORATION SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN This Supplemental Executive Retirement Plan (the "Plan") is effective October 1, 2017, by and between DNB Financial Corporation (the "Company"), a Pennsylvania financial corporation, and William J. Hieb (the "Executive"). RECITALS: A. The Executive is a valued employee of the Company. B. The purpose of this Plan is to fu

October 30, 2017 EX-99.2

DNB FINANCIAL CORPORATION SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

EX-99.2 3 ex99-2.htm EXHIBIT 99.2 Exhibit 99.2 DNB FINANCIAL CORPORATION SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN This Supplemental Executive Retirement Plan (the "Plan") is effective October 1, 2017, by and between DNB Financial Corporation (the "Company"), a Pennsylvania financial corporation, and Gerald F. Sopp (the "Executive"). RECITALS: A. The Executive is a valued employee of the Company. B.

October 30, 2017 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): October 25, 2017 DNB Financial Corporation (Exact name of registrant as specified in its charter) Pennsylvania 1-34242 23-2222567 (State or other jurisdiction (Commission (I.R.S. Empl

October 24, 2017 EX-99.1

DNB Financial Corporation

Form 8-k Press Release 3Q DNB Financial Corporation ? ? ? For further information, please contact: Gerald F.

October 24, 2017 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

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   ly Date of Report (Date of Earliest Event Reported): October 24, 2017 DNB Financial Corporation (Exact name of registrant as specified in its charter)   Pennsylvania 1-34242 23-2222567 (State or other jurisdiction (Commis

August 24, 2017 EX-99.1

DNB Financial Corporation

Exhibit 991 Cash Dividend 082417 DNB Financial Corporation    For further information, please contact: Gerald F.

August 24, 2017 8-K

Financial Statements and Exhibits, Other Events

8-K Cash Dividend 082417 ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

August 11, 2017 10-Q

DNBF / DNB Financial Corp. 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549  FORM 10-Q  [X] Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.  For the quarterly period ended: June 30, 2017 or [ ] Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.  For the transition period from to  Commission File Number: 1-34242 DNB Fi

July 24, 2017 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

8-K 2Q 2017 Earnings Release UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

July 24, 2017 EX-99.1

DNB Financial Corporation

Form 8-k Press Release 0717 DNB Financial Corporation ? ? ? For further information, please contact: Gerald F.

July 3, 2017 EX-3.1

Amended and Restated Articles of Incorporation, as amended effective June 30, 2017, filed as Exhibit 3.1 to Form 8-K on July 3, 2017 and incorporated herein by reference.

Exhibit 31 EXHIBIT 3.1 AMENDED AND RESTATED ARTICLES OF INCORPORATION OF DNB FINANCIAL CORPORATION The undersigned corporation (hereinafter, “Corporation”) hereby amends and restates its Articles of Incorporation in their entirety, as permitted under Sections 1528(f) and 1911(a)(5) and (6) and 1914(c)(2)(iv) and (4) of the Pennsylvania Business Corporation Law of 1988, as amended (the “BCL”), as f

July 3, 2017 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

8-K 070317 ? 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 ? ? , 2017 Date of Report (Date of Earliest Event Reported): June 30, 2017 DNB Financial Corporation (Exact name of registrant as specified in its charter) ? Pennsylvania 1-34242 23-2222567 (State or other jurisdic

June 28, 2017 11-K

DNB Financial 11-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549  FORM 11-K  þ Annual Report Pursuant to Section 15(d) of the Securities Exchange Act of 1934  For the fiscal year ended December 31, 2016  COMMISSION FILE NO. 1-34242    DNB FIRST 401(k) RETIREMENT PLAN   4 Brandywine Avenue Downingtown, Pennsylvania 19335 (Full title of the Plan and the address of the Plan, if differ

June 26, 2017 EX-99.1

DNB Financial Corporation

EX-99.1 2 dnbf-20170626xex991.htm EX-99.1 DNB Financial Corporation    For further information, please contact: Gerald F. Sopp CFO/Executive Vice-President 484.359.3138FOR IMMEDIATE RELEASE [email protected] (NasdaqCM: DNBF) DNB Financial Corporation Added to Membership of Russell 3000® Index Downingtown, PA., June 26, 2017 (GLOBENEWSWIRE) — DNB Financial Corporation (NASDAQ: DNBF), the parent

June 26, 2017 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

Form 8-K 06262017 ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

May 24, 2017 EX-99.1

DNB Financial Corporation

Exhibit 99-1 dividend 052417  DNB Financial Corporation For further information, please contact: Gerald F.

May 24, 2017 8-K

DNB Financial 8-K (Current Report/Significant Event)

Form 8-K dividend 052417 ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

May 15, 2017 10-Q

DNB Financial 10-Q (Quarterly Report)

20170331 Q1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ? FORM 10-Q ? [X] Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. ? For the quarterly period ended: March 31, 2017 or [ ] Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. ? For the transition period from to ? Commission File Number: 1

April 27, 2017 8-K

Submission of Matters to a Vote of Security Holders

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): April 26, 2017 DNB Financial Corporation (Exact name of registrant as specified in its charter) Pennsylvania 1-34242 23-2222567 (State or other jurisdiction (Commission (I.R.S. Employ

April 25, 2017 EX-99.1

DNB Financial Corporation

Form 8-k Press Release 04.17.17 DNB Financial Corporation ? ? ? For further information, please contact: Gerald F. Sopp CFO/Executive Vice-President 484.359.3138FOR IMMEDIATE RELEASE [email protected] (NasdaqCM: DNBF) CORRECTING and REPLACING - DNB Financial Corporation Reports First Quarter 2017 Results Downingtown, Pa., April 25, 2017 (GLOBENEWSIRE)? This updated press release announcing result

April 25, 2017 8-K/A

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K A 1Q 2017 Earnings Release UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

April 24, 2017 8-K

DNB Financial 8-K (Current Report/Significant Event)

8-K 1Q 2017 Earnings Release UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

April 24, 2017 EX-99.1

DNB Financial Corporation

Form 8-k Press Release 041717 DNB Financial Corporation ? ? ? For further information, please contact: Gerald F.

March 27, 2017 10-K

DNB Financial 10-K (Annual Report)

20161231 10K FY ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2016 or ? TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file Number 1-34242 (Exact N

March 27, 2017 DEF 14A

DNB Financial Corporation Incentive Equity and Deferred Compensation Plan (As Amended and Restated Effective April 26, 2017), filed March 27, 2017 as Appendix A to Registrant’s Proxy Statement for its Annual Meeting of Shareholders held April 26, 2017 and incorporated herein by reference.

Use these links to rapidly review the document TABLE OF CONTENTS Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

March 27, 2017 EX-21

Subsidiary List

Exhibit 21 Subsidiary List  Name Jurisdiction DNB First, National Association United States DNB Capital Trust I DE DNB Capital Trust II DE DOWNCO, Inc PA DNB Financial Services, Inc. d/b/a DNB Investments & Insurance PA DN Acquisition Company, Inc PA 

March 17, 2017 PRE 14A

DNB Financial PRE 14A

Use these links to rapidly review the document TABLE OF CONTENTS Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

February 28, 2017 EX-10.2

DNB First Success Sharing Supplemental Executive Retirement Plan Adoption Agreement

Exhibit 10.2 DNB FIRST SUCCESS-SHARING SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN ADOPTION AGREEMENT (Including Code §409A provisions) DNB FIRST SUCCESS-SHARING SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN ADOPTION AGREEMENT The undersigned DNB First ("Employer") by execution of this Adoption Agreement hereby establishes this Nonqualified Deferred Compensation Plan ("Plan") consisting of the Basic Plan Docu

February 28, 2017 EX-10.1

DNB First Success Sharing Supplemental Executive Retirement Plan Basic Plan Document

EX-10.1 2 ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 DNB FIRST SUCCESS-SHARING SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN BASIC PLAN DOCUMENT (Including Code §409A provisions) DNB FIRST SUCCESS-SHARING SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN BASIC PLAN DOCUMENT By execution of the Adoption Agreement associated with this Basic Plan Document, the Employer establishes this Nonqualified Deferred Compensation Pla

February 28, 2017 EX-99.1

DNB Financial Corporation

EX-99.1 4 ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 DNB Financial Corporation For further information, please contact: Gerald F. Sopp CFO/Executive Vice-President 484.359.3138 FOR IMMEDIATE RELEASE [email protected] (NasdaqCM: DNBF) DNB Financial Corporation Declares a $0.07 Cash Dividend (February 28, 2017- Downingtown, PA) The Board of Directors of DNB Financial Corporation, parent of DNB First, Nat

February 28, 2017 8-K

DNB Financial DNB FINANCIAL CORPORATION FORM 8-K (Current Report/Significant Event)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): February 22, 2017 DNB Financial Corporation (Exact name of registrant as specified in its charter) Pennsylvania 1-34242 23-2222567 (State or other jurisdiction (Commission (I.R.S. Emp

February 13, 2017 EX-1

JOINT FILING STATEMENT PURSUANT TO RULE 13D-1(K)(1)

Exhibit 1 JOINT FILING STATEMENT PURSUANT TO RULE 13D-1(K)(1) The undersigned hereby consent and agree to the joint filing of Schedule 13G Amendment No.

February 13, 2017 SC 13G/A

DNBF / DNB Financial Corp. / Elizabeth Park Capital Advisors, Ltd. Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* DNB Financial Corporation (Name of Issuer) Common Stock, $1.00 par value per share (Title of Class of Securities) 233237106 (CUSIP Number) 12/31/16 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule

February 9, 2017 SC 13G/A

DNBF / DNB Financial Corp. / Wellington Management Group LLP - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 6 )* DNB Financial Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 233237106 (CUSIP Number) December 30, 2016 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which t

January 24, 2017 EX-99.1

DNB Financial Corporation

Earnings Release 4Q'16 DNB Financial Corporation ? ? ? For further information, please contact: Gerald F.

January 24, 2017 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

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): January 24, 2017 DNB Financial Corporation (Exact name of registrant as specified in its charter)   Pennsylvania 1-34242 23-2222567 (State or other jurisdiction (Commissi

December 22, 2016 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

 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 21, 2016 DNB Financial Corporation (Exact name of registrant as specified in its charter)  Pennsylvania 1-34242 23-2222567 (State or other jurisdiction (Commissi

December 1, 2016 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K 1 dnbf-20161201x8k.htm 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): November 30, 2016 DNB Financial Corporation (Exact name of registrant as specified in its charter)  Pennsylvania 1-34242 23-2222567 (State or

November 30, 2016 8-K

DNB Financial 8-K (Current Report/Significant Event)

Form 8-K dividend 113016 ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

November 30, 2016 EX-99.1

DNB Financial Corporation

Exhibit 99-1 dividend 113016 ? DNB Financial Corporation For further information, please contact: Gerald F.

November 7, 2016 10-Q

DNB Financial 10-Q (Quarterly Report)

20160930 Q3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ? FORM 10-Q ? [X] Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. ? For the quarterly period ended: September 30, 2016 or [ ] Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. ? For the transition period from to ? Commission File Numbe

October 20, 2016 8-K

DNB Financial 8-K (Current Report/Significant Event)

8-K 3Q2016 Earnings Release UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

October 20, 2016 EX-99.1

DNB Financial Corporation

Earnings Release 3Q'16 DNB Financial Corporation ? ? ? For further information, please contact: Gerald F.

October 3, 2016 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Other Events

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): October 1, 2016 DNB Financial Corporation (Exact Name of Registrant as specified in its charter) Pennsylvania 1-34242 23-2222567 (State or other jurisdiction of incorporation) (Commis

October 3, 2016 EX-99.1

DNB Financial Corporation

Exhibit 99.1 DNB Financial Corporation For further information, please contact: Gerald F. Sopp CFO/Executive Vice-President 484.359.3138 FOR IMMEDIATE RELEASE [email protected] (NasdaqCM: DNBF) DNB Financial Corporation Completes Acquisition of East River Bank DOWNINGTOWN, Pa., October 3, 2016 (GLOBE NEWSWIRE) – DNB Financial Corporation ("DNB") (NASDAQ: DNBF), the parent company of DNB First, Na

September 23, 2016 8-K

Entry into a Material Definitive Agreement

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): September 21, 2016 DNB Financial Corporation (Exact name of registrant as specified in its charter) Pennsylvania 1-34242 23-2222567 (State or other jurisdiction (Commission (I.R.S. Em

September 23, 2016 EX-10.1

Agreement of Lease dated February 10, 2005 between Headwaters Associates, a Pennsylvania general partnership, as Lessor, and DNB First, National Association as Lessee for a portion of premises at 2 North Church Street, West Chester, Pennsylvania, filed March 10, 2005 as Exhibit 10(l) to Form 10-K for the fiscal year ended December 31, 2004 and incorporated herein by reference, as amended by Addendum to Agreement of Lease dated as of November 15, 2005, filed March 23, 2006 as Exhibit 10(l) to Form 10-K for the fiscal year ended December 31, 2005 and incorporated herein by reference, and as further amended by Second Addendum to Agreement of Lease dated as of May 25, 2006, filed August 14, 2006 as Exhibit 10(l) to Form 10-Q for the fiscal quarter ended June 30, 2006 and incorporated herein by reference, and as further amended by Third Addendum to Agreement of Lease dated as of June 9, 2010, filed August 13, 2010 as Exhibit 10(f) to Form 10-Q for the fiscal quarter ended June 30, 2010 and incorporated herein by reference and as further amended by Fourth Addendum to Agreement of Lease dated as of June 30, 2013, filed August 9, 2013 as Exhibit 10.1 to Form 10-Q for the fiscal quarter ended June 30, 2013 and incorporated herein by reference. This lease was further amended by the Amended and Restated Agreement of Lease on September 21, 2016, effective May 1, 2016, filed as Exhibit 10.1 to Form 8-K on September 23, 2016 and incorporated herein by reference.

EX-10.1 2 ex10-1.htm Exhibit 10.1 AMENDED AND RESTATED AGREEMENT OF LEASE THIS AMENDED AND RESTATED AGREEMENT OF LEASE is made as of this 1ST day of May 2016 by and between HEADWATERS ASSOCIATES, a Pennsylvania general partnership, with an address at 10 North Church Street, Suite 307, West Chester, Chester County, Pennsylvania 19380 ("Lessor") and DNB FIRST, NATIONAL ASSOCIATION, a national bankin

September 14, 2016 8-K

Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

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): September 14, 2016 DNB Financial Corporation (Exact name of registrant as specified in its charter) Pennsylvania 1-34242 23-2222567 (State or other jurisdiction (Commission (I.R.S. Em

September 14, 2016 EX-99.1

DNB Financial Corporation

Exhibit 99.1 DNB Financial Corporation For further information, please contact: Gerald F. Sopp CFO/Executive Vice-President 484.359.3138 FOR IMMEDIATE RELEASE [email protected] (NasdaqCM: DNBF) DNB Financial Corporation Receives All Required Approvals to Acquire East River Bank DOWNINGTOWN, Pa., September 14, 2016 (GLOBE NEWSWIRE) – DNB Financial Corporation ("DNB") (NASDAQ: DNBF), the parent com

September 14, 2016 425

DNB Financial DNB FINANCIAL CORPORATION FORM 8-K (Prospectus)

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): September 14, 2016 DNB Financial Corporation (Exact name of registrant as specified in its charter) Pennsylvania 1-34242 23-2222567 (State or other jurisdiction (Commission (I.R.S. Em

September 14, 2016 EX-99.1

DNB Financial Corporation

Exhibit 99.1 DNB Financial Corporation For further information, please contact: Gerald F. Sopp CFO/Executive Vice-President 484.359.3138 FOR IMMEDIATE RELEASE [email protected] (NasdaqCM: DNBF) DNB Financial Corporation Receives All Required Approvals to Acquire East River Bank DOWNINGTOWN, Pa., September 14, 2016 (GLOBE NEWSWIRE) – DNB Financial Corporation ("DNB") (NASDAQ: DNBF), the parent com

August 25, 2016 8-K

Other Events

Form 8-k dividend 082416 ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

August 25, 2016 8-K

Other Events

Form 8-k dividend 082416 ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

August 25, 2016 EX-99.1

DNB Financial Corporation

EX-99.1 2 dnbf-20160825xex991.htm EX-99.1  DNB Financial Corporation For further information, please contact: Gerald F. Sopp CFO/Executive Vice-President 484.359.3138FOR IMMEDIATE RELEASE [email protected] (NasdaqCM: DNBF)   DNB Financial Corporation Declares a $0.07 Cash Dividend    (August 25, 2016- Downingtown, PA) The Board of Directors of DNB Financial Corporation, parent of DNB First,

August 25, 2016 EX-99.1

DNB Financial Corporation

EX-99.1 2 dnbf-20160825xex991.htm EX-99.1  DNB Financial Corporation For further information, please contact: Gerald F. Sopp CFO/Executive Vice-President 484.359.3138FOR IMMEDIATE RELEASE [email protected] (NasdaqCM: DNBF)   DNB Financial Corporation Declares a $0.07 Cash Dividend    (August 25, 2016- Downingtown, PA) The Board of Directors of DNB Financial Corporation, parent of DNB First,

August 12, 2016 10-Q

DNB Financial 10-Q (Quarterly Report)

20160630 Q2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ? FORM 10-Q ? [X] Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. ? For the quarterly period ended: June 30, 2016 or [ ] Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. ? For the transition period from to ? Commission File Number: 1-

August 10, 2016 424B3

Proxy Statement and Prospectus of DNB Financial Corporation

Filed Pursuant to Rule 424(b)(3) File Number 333-212252 Proxy Statement and Prospectus of DNB Financial Corporation Proxy Statement of East River Bank MERGER PROPOSED—YOUR VOTE IS VERY IMPORTANT Dear Shareholders: On April 4, 2016, DNB Financial Corporation, or DNB, and East River Bank, or ERB, entered into an Agreement and Plan of Merger, which we refer to as the merger agreement, under which ERB will merge with and into DNB First, N.

July 28, 2016 CORRESP

DNB Financial ESP

DNB Financial Corporation 4 Brandywine Avenue Downingtown, PA 19335 July 28, 2016 VIA EDGAR U.

July 27, 2016 S-4/A

As filed with the Securities and Exchange Commission on July 27, 2016

As filed with the Securities and Exchange Commission on July 27, 2016 Registration No.

July 27, 2016 EX-99.3

Special Meeting of Shareholders DNB Financial Corporation Wednesday, September 14, 2016 10:00 a.m. Local Time Downingtown Country Club 85 Country Club Drive, Downingtown, PA 19335

DNB FINANCIAL CORPORATION IMPORTANT SPECIAL MEETING INFORMATION Electronic Voting Instructions Available 24 hours a day, 7 days a week! Instead of mailing your proxy, you may choose one of the voting methods outlined below to vote your proxy.

July 21, 2016 8-K

DNB Financial 8-K (Current Report/Significant Event)

Form 8-k Press release 072116 ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

July 21, 2016 EX-99.1

DNB Financial Corporation

Earnings Release 071916 DNB Financial Corporation ? ? ? For further information, please contact: Gerald F.

June 24, 2016 11-K

DNB Financial 11-K

11-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ? FORM 11-K ? ? Annual Report Pursuant to Section 15(d) of the Securities Exchange Act of 1934 ? For the fiscal year ended December 31, 2015 ? COMMISSION FILE NO. 1-34242 ? ? ? DNB FIRST 401(k) RETIREMENT PLAN ? ? 4 Brandywine Avenue Downingtown, Pennsylvania 19335 (Full title of the Plan and the address of the Plan, if d

June 24, 2016 EX-10.3

Employment Agreement between DNB First, N.A. and Jerry Cotlov, dated April 4, 2016, filed June 24, 2016 as Exhibit 10.3 to Form S-4 and incorporated herein by reference.

Exhibit 10.3 EMPLOYMENT AGREEMENT This Employment Agreement ("Agreement") is entered into this 4TH day of April, 2016, by and between DNB First, N.A. (the "Company"), and Jerry Cotlov ("Employee") setting forth the terms of Employee's prospective employment with the Company. W I T N E S S E T H WHEREAS, DNB Financial Corporation ("DNB"), the parent of the Company, and East River Bank ("ERB") are p

June 24, 2016 EX-99.7

CONSENT OF DIRECTOR NOMINEE

Exhibit 99.7 CONSENT OF DIRECTOR NOMINEE Pursuant to Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being named as a person who will become a director of DNB Financial Corporation ("DNB") as of the effective time of the Merger (as such term is defined in the Agreement and Plan of Merger, dated April 4, 2016, by and between DNB and East River Bank), in the

June 24, 2016 EX-99.4

EAST RIVER BANK

Exhibit 99.4 EAST RIVER BANK REVOCABLE PROXY THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF EAST RIVER BANK FOR USE ONLY AT THE SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON , 2016 AND ANY ADJOURNMENT THEREOF. The undersigned hereby appoints and , and each of them, with full powers of substitution, as proxies, to vote the shares of common stock of East River Bank held of record by

June 24, 2016 EX-99.5

CONSENT OF DIRECTOR NOMINEE

Exhibit 99.5 CONSENT OF DIRECTOR NOMINEE Pursuant to Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being named as a person who will become a director of DNB Financial Corporation ("DNB") as of the effective time of the Merger (as such term is defined in the Agreement and Plan of Merger, dated April 4, 2016, by and between DNB and East River Bank), in the

June 24, 2016 EX-99.6

CONSENT OF DIRECTOR NOMINEE

Exhibit 99.6 CONSENT OF DIRECTOR NOMINEE Pursuant to Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being named as a person who will become a director of DNB Financial Corporation ("DNB") as of the effective time of the Merger (as such term is defined in the Agreement and Plan of Merger, dated April 4, 2016, by and between DNB and East River Bank), in the

June 24, 2016 EX-10.2

Employment Agreement between DNB First, N.A. and Christopher P. McGill, dated April 4, 2016, filed June 24, 2016 as Exhibit 10.2 to Form S-4 and incorporated herein by reference.

Exhibit 10.2 EMPLOYMENT AGREEMENT This Employment Agreement ("Agreement") is entered into this 4TH day of April, 2016, by and between DNB First, N.A. (the "Company"), and Christopher P. McGill ("Employee") setting forth the terms of Employee's prospective employment with the Company. W I T N E S S E T H WHEREAS, DNB Financial Corporation ("DNB"), the parent of the Company, and East River Bank ("ER

June 24, 2016 S-4

As filed with the Securities and Exchange Commission on June 24, 2016

As filed with the Securities and Exchange Commission on June 24, 2016 Registration No.

May 25, 2016 8-K

DNB Financial 8-K (Current Report/Significant Event)

Form 8-k Press release 052516 ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

May 25, 2016 EX-99.1

DNB Financial Corporation

Exhibit 991 052516 ? DNB Financial Corporation ? For further information, please contact: Gerald F.

May 16, 2016 10-Q

DNBF / DNB Financial Corp. 10-Q - Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549  FORM 10-Q  [X] Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.  For the quarterly period ended: March 31, 2016 or [ ] Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.  For the transition period from to  Commission File Number: 1-34242 DNB F

April 27, 2016 8-K

DNB Financial 8-K (Current Report/Significant Event)

Form 8-k 04272016 ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

April 27, 2016 8-K

Current Report

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): April 27, 2016 DNB Financial Corporation (Exact name of registrant as specified in its charter) Pennsylvania 1-34242 23-2222567 (State or other jurisdiction (Commission (I.R.S. Employ

April 27, 2016 EX-99.1

WelcomeDNB Financial CorporationAnnual Shareholder MeetingApril 27, 2016

Exhibit 99.1 WelcomeDNB Financial CorporationAnnual Shareholder MeetingApril 27, 2016 1 Financial Results Gerald F. SoppExecutive Vice PresidentChief Financial Officer 2 Net Income 3 2015 Major Accomplishments In the first quarter of 2015 the Company issued a subordinated debt note for $9.75 million, using the proceeds to retire 9,750 preferred shares issued under the Small Business Lending Fund (

April 27, 2016 425

DNB Financial DNB FINANCIAL CORPORATION FORM 8-K (Prospectus)

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): April 27, 2016 DNB Financial Corporation (Exact name of registrant as specified in its charter) Pennsylvania 1-34242 23-2222567 (State or other jurisdiction (Commission (I.R.S. Employ

April 27, 2016 EX-99.1

WelcomeDNB Financial CorporationAnnual Shareholder MeetingApril 27, 2016

Exhibit 99.1 WelcomeDNB Financial CorporationAnnual Shareholder MeetingApril 27, 2016 1 Financial Results Gerald F. SoppExecutive Vice PresidentChief Financial Officer 2 Net Income 3 2015 Major Accomplishments In the first quarter of 2015 the Company issued a subordinated debt note for $9.75 million, using the proceeds to retire 9,750 preferred shares issued under the Small Business Lending Fund (

April 20, 2016 EX-99.1

DNB Financial Corporation

Press Release for 03.31.16 DNB Financial Corporation ? ? ? For further information, please contact: Gerald F. Sopp CFO/Executive Vice-President 484.359.3138FOR IMMEDIATE RELEASE [email protected] (NasdaqCM: DNBF) DNB Financial Corporation Reports First Quarter 2016 Results Downingtown PA., April 20, 2016 (GLOBENEWSIRE)? DNB Financial Corporation (Nasdaq: DNBF), today reported net income available

April 20, 2016 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

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): April 20, 2016 DNB Financial Corporation (Exact name of registrant as specified in its charter)  Pennsylvania 1-34242 23-2222567 (State or other jurisdiction (Commission (

April 5, 2016 425

DNB Financial DNB FINANCIAL CORP. FORM 8-K (Prospectus)

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): April 4, 2016 DNB Financial Corporation (Exact Name of Registrant as specified in its charter) Pennsylvania 1-34242 23-2222567 (State or other jurisdiction of incorporation) (Commissi

April 5, 2016 EX-99.3

DNB Financial Corporation Acquisition of East River BankApril 4, 2016

Exhibit 99.3 DNB Financial Corporation Acquisition of East River BankApril 4, 2016 FORWARD-LOOKING INFORMATION Page * This presentation contains ?forward-looking statements? within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, expectations or predictions of future financial or business performance, conditions relating to DNB

April 5, 2016 EX-99.2

DNB Financial Corporation to Acquire East River Bank

Exhibit 99.2 DNB Financial Corporation to Acquire East River Bank Transaction Will Establish a High-Performing Community Bank in Southeastern Pennsylvania With $1.1 Billion in Assets and 15 Branches Across the Greater Philadelphia Region DOWNINGTOWN, Pa., April 4, 2016 ? DNB Financial Corporation ("DNB") (NASDAQ: DNBF) and East River Bank of Philadelphia, announced today that they have executed a

April 5, 2016 EX-99.1

DNB Financial Corporation Names William J. Hieb President and Chief Executive Officer and James H. Thornton Chairman of the Board

Exhibit 99.1 DNB Financial Corporation Names William J. Hieb President and Chief Executive Officer and James H. Thornton Chairman of the Board DOWNINGTOWN, Pa., April 4, 2016 - DNB Financial Corporation ("DNB") (NASDAQ: DNBF), today announced that William J. Hieb, 59, has been named permanent President and Chief Executive Officer. The company also announced that James H. Thornton has been named pe

April 5, 2016 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

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): April 4, 2016 DNB Financial Corporation (Exact Name of Registrant as specified in its charter) Pennsylvania 1-34242 23-2222567 (State or other jurisdiction of incorporation) (Commissi

April 5, 2016 EX-2.1

Agreement and Plan of Merger by and between DNB Financial Corporation and East River Bank, dated as of April 4, 2016, filed as Exhibit 2.1 to Form 8-K on April 5, 2016 and incorporated herein by reference.

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER BY AND BETWEEN DNB FINANCIAL CORPORATION AND EAST RIVER BANK TABLE OF CONTENTS ARTICLE I CERTAIN DEFINITIONS 2 1.1. Certain Definitions 2 ARTICLE II THE MERGER 11 2.1. Merger 11 2.2. Effective Time 11 2.3. Articles of Association and Bylaws 12 2.4. Directors and Officers of DNB and the Surviving Institution 12 2.5. Effects of the Merger 12 2.6. Tax Conseque

April 5, 2016 EX-2.1

Agreement and Plan of Merger dated as of April 4, 2016, by and between DNB Financial Corporation and East River Bank.

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER BY AND BETWEEN DNB FINANCIAL CORPORATION AND EAST RIVER BANK TABLE OF CONTENTS ARTICLE I CERTAIN DEFINITIONS 2 1.1. Certain Definitions 2 ARTICLE II THE MERGER 11 2.1. Merger 11 2.2. Effective Time 11 2.3. Articles of Association and Bylaws 12 2.4. Directors and Officers of DNB and the Surviving Institution 12 2.5. Effects of the Merger 12 2.6. Tax Conseque

April 5, 2016 EX-99.1

DNB Financial Corporation Names William J. Hieb President and Chief Executive Officer and James H. Thornton Chairman of the Board

Exhibit 99.1 DNB Financial Corporation Names William J. Hieb President and Chief Executive Officer and James H. Thornton Chairman of the Board DOWNINGTOWN, Pa., April 4, 2016 - DNB Financial Corporation ("DNB") (NASDAQ: DNBF), today announced that William J. Hieb, 59, has been named permanent President and Chief Executive Officer. The company also announced that James H. Thornton has been named pe

April 5, 2016 EX-99.3

DNB Financial Corporation Acquisition of East River BankApril 4, 2016

Exhibit 99.3 DNB Financial Corporation Acquisition of East River BankApril 4, 2016 FORWARD-LOOKING INFORMATION Page * This presentation contains ?forward-looking statements? within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, expectations or predictions of future financial or business performance, conditions relating to DNB

April 5, 2016 EX-99.2

DNB Financial Corporation to Acquire East River Bank

Exhibit 99.2 DNB Financial Corporation to Acquire East River Bank Transaction Will Establish a High-Performing Community Bank in Southeastern Pennsylvania With $1.1 Billion in Assets and 15 Branches Across the Greater Philadelphia Region DOWNINGTOWN, Pa., April 4, 2016 ? DNB Financial Corporation ("DNB") (NASDAQ: DNBF) and East River Bank of Philadelphia, announced today that they have executed a

April 5, 2016 425

DNB Financial DNB FINANCIAL CORPORATION FORM 425 (Prospectus)

Filed by DNB Financial Corporation Commission File No. 001-34242 Pursuant to Rule 425 Under The Securities Act of 1933 And Deemed Filed Pursuant to Rule 14a-12 Under the Securities Exchange Act of 1934 Dear Colleagues: I am very pleased to share with you exciting news about the future of DNB First. A few moments ago, we announced that DNB Financial Corporation has executed a definitive agreement w

March 23, 2016 DEF 14A

DNB Financial DEF 14A

Use these links to rapidly review the document TABLE OF CONTENTS Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

March 23, 2016 10-K

DNBF / DNB Financial Corp. 10-K - Annual Report - 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2015 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file Number 1-34242 (Exact Name of registrant

March 23, 2016 EX-21

Subsidiary List

Exhibit 21 Subsidiary List Name Jurisdiction DNB First, National Association............................................................................................................................. United States DNB Capital Trust I............................................................................................................................................... DE DNB Capital Trust

February 24, 2016 8-K

Other Events

Form 8-k Press release 022416 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

February 24, 2016 EX-99.1

DNB Financial Corporation

Exhibit 991 022416 DNB Financial Corporation For further information, please contact: Gerald F.

February 18, 2016 EX-1

JOINT FILING STATEMENT PURSUANT TO RULE 13D-1(K)(1)

Exhibit 1 JOINT FILING STATEMENT PURSUANT TO RULE 13D-1(K)(1) The undersigned hereby consent and agree to the joint filing of Schedule 13G Amendment No.

February 18, 2016 SC 13G/A

DNBF / DNB Financial Corp. / Elizabeth Park Capital Advisors, Ltd. Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* DNB Financial Corporation (Name of Issuer) Common Stock, $1.00 par value per share (Title of Class of Securities) 233237106 (CUSIP Number) 12/31/15 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pu

February 12, 2016 8-K

DNB Financial 8-K (Current Report/Significant Event)

Form 8-k Press release 021216 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

February 11, 2016 SC 13G/A

DNBF / DNB Financial Corp. / Wellington Management Group LLP - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 5 )* DNB Financial Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 233237106 (CUSIP Number) December 31, 2015 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which t

January 29, 2016 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

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): January 27, 2016 DNB Financial Corporation (Exact name of registrant as specified in its charter) Pennsylvania 1-34242 23-2222567 (State or other jurisdiction (Commission (I.R.S. Empl

January 29, 2016 EX-3.1

Bylaws of the Registrant as amended January 27, 2016, filed as Exhibit 3.1 to Form 8-K on January 29, 2016 and incorporated herein by reference.

AMENDED AND RESTATED BYLAWS of DNB FINANCIAL CORPORATION (Amended and restated as of January 27, 2016) Article 1 CORPORATION OFFICE Section 1.

January 22, 2016 8-K

DNB Financial 8-K (Current Report/Significant Event)

Form 8-k Press release 012216 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

January 22, 2016 EX-99.1

DNB Financial Corporation

EX-99.1 2 dnbf-20160122ex99196263a.htm EX-99.1 DNB Financial Corporation For further information, please contact: Gerald F. Sopp CFO/Executive Vice-President 484.359.3138FOR IMMEDIATE RELEASE [email protected] (NasdaqCM: DNBF) DNB Financial Corporation Reports Fourth Quarter and Full Year 2015 Results Downingtown PA., January 22, 2016 – DNB Financial Corporation (Nasdaq: DNBF), today reported net

January 13, 2016 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events

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): January 12, 2016 DNB Financial Corporation (Exact name of registrant as specified in its charter) Pennsylvania 1-34242 23-2222567 (State or other jurisdiction (Commission (I.R.S. Empl

January 13, 2016 EX-99.1

DNB Financial Corporation

DNB Financial Corporation For further information, please contact: Jonathan T. McGrain SVP, Director of Sales and Marketing (484) 359-3221 [email protected] FOR IMMEDIATE RELEASE DNB Financial Corporation Names William J. Hieb Interim Chief Executive Officer James H. Thornton Appointed Interim Chairman of the Board; Mary D. Latoff Elected Director DOWNINGTOWN, Pa. ? January 13, 2016 ? DNB Fina

January 11, 2016 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events

8-K 1 dnb8k.htm DNB FINANCIAL CORPORATION FORM 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): January 11, 2016 DNB Financial Corporation (Exact name of registrant as specified in its charter) Pennsylvania 1-34242 23-2222567 (S

January 11, 2016 EX-99.1

DNB Financial Corporation

DNB Financial Corporation For further information, please contact: Jonathan T. McGrain SVP, Director of Sales and Marketing (484) 359-3221 [email protected] FOR IMMEDIATE RELEASE DNB Financial Corporation Announces the Death of Chairman and Chief Executive Officer William S. Latoff DOWNINGTOWN, Pa. ? January 11, 2016 ? DNB Financial Corporation (NASDAQ: DNBF), today announced the death of its

December 31, 2015 8-K

DNB Financial 8-K (Current Report/Significant Event)

Form 8-k 123115 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 31, 2015 DNB Financial Corporation (Exact name of registrant as specified in its charter) Pennsylvania 1-34242 23-2222567 (State or other jurisdiction (Commis

December 21, 2015 8-K

DNB Financial 8-K (Current Report/Significant Event)

Form 8-k 122115 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 16, 2015 DNB Financial Corporation (Exact name of registrant as specified in its charter) Pennsylvania 1-34242 23-2222567 (State or other jurisdiction (Commis

November 18, 2015 EX-99.1

DNB Financial Corporation

Exhibit 991 11182015 DNB Financial Corporation For further information, please contact: Gerald F.

November 18, 2015 8-K

DNB Financial 8-K (Current Report/Significant Event)

Form 8-k 11182015 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): November 18, 2015 DNB Financial Corporation (Exact name of registrant as specified in its charter) Pennsylvania 1-34242 23-2222567 (State or other jurisdiction (Comm

November 9, 2015 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

10-Q 1 c671-20150930x10q.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [X] Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. For the quarterly period ended: September 30, 2015 or [ ] Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. For the transition period from to Commissio

October 22, 2015 EX-99.1

DNB Financial Corporation

ex99-1.htm DNB Financial Corporation For further information, please contact: Gerald F. Sopp CFO/Executive Vice-President 484.359.3138 FOR IMMEDIATE RELEASE [email protected] (NasdaqCM: DNBF) DNB Financial Corporation Reports Third Quarter 2015 Results Downingtown PA., October 22, 2015 ? DNB Financial Corporation (Nasdaq: DNBF), today reported net income available to common stockholders of $1.3 m

October 22, 2015 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 dnb8k.htm DNB FINANCIAL CORPORATION FORM 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): October 22, 2015 DNB Financial Corporation (Exact name of registrant as specified in its charter) Pennsylvania 1-34242 23-2222567 (S

September 23, 2015 8-K

Regulation FD Disclosure

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): September 23, 2015 DNB Financial Corporation (Exact name of registrant as specified in its charter) Pennsylvania 1-34242 23-2222567 (State or other jurisdiction (Commission (I.R.S. Em

September 23, 2015 EX-99.1

DNB Financial CorporationNASDAQ Capital Market: DNBFInvestor Overview PresentationFall 2015 FIRST to support our customers and communities 2 FORWARD-LOOKING INFORMATION Certain statements contained in this presentation are forward-looking in nature.

Exhibit 99.1 DNB Financial CorporationNASDAQ Capital Market: DNBFInvestor Overview PresentationFall 2015 FIRST to support our customers and communities 2 FORWARD-LOOKING INFORMATION Certain statements contained in this presentation are forward-looking in nature. These include all statements about DNB's plans, objectives, expectations and other statements that are not historical facts, and usually

August 26, 2015 8-K

DNB Financial 8-K (Current Report/Significant Event)

Form 8-k 08262015 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): August 26, 2015 DNB Financial Corporation (Exact name of registrant as specified in its charter) Pennsylvania 1-34242 23-2222567 (State or other jurisdiction (Commis

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