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 2025, 2012

ECB BANCORP, INC.

(Exact name of registrant as specified in its charter)

North Carolina

000-24753

56-2090738

(State or other jurisdiction of

incorporation or organization)

(Commission

File Number)

(IRS Employer

Identification No.)

Post Office Box 337

Engelhard, North Carolina 27824

(Address of principal executive offices) (Zip Code)

(252) 925-5501

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨x Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 51.0201 ~~Departure~~Entry ofinto ~~Directors~~a orMaterial ~~Certain~~Definitive ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Agreement.

~~(e)~~ On September 2025, 2012, ECB Bancorp, Inc. (the “Company”), ~~and~~the ~~its~~parent ~~wholly-owned~~company ~~subsidiary~~ of The East Carolina Bank ~~(the “Bank”)~~, ~~each~~ entered into ~~employment~~an ~~agreements~~Agreement ~~with~~and Plan of Merger (ithe “Merger Agreement”) A. ~~Dwight~~with Crescent ~~Utz~~Financial Bancshares, ~~the~~Inc. ~~Company’s~~(“Crescent ~~and~~Financial”), the ~~Bank’s~~parent ~~President~~company ~~and~~of ~~Chief~~Crescent ~~Executive~~State ~~Officer~~Bank, ~~(ii) Thomas~~pursuant M.to ~~Crowder,~~which the Company’s will merge with and ~~the Bank’s~~into ~~Chief~~Crescent Financial. ~~Officer,~~As ~~and~~part ~~(iii) James~~of J.the ~~Burson~~transaction, ~~the~~The ~~Company’s~~East ~~and~~Carolina ~~the~~ Bank’s ~~Chief~~will ~~Revenue~~also merge ~~Officer~~with and into Crescent State Bank.

Under the ~~employment~~terms ~~agreements~~of ~~Messrs.~~the ~~Utz~~Merger Agreement, ~~Crowder~~at ~~and~~the ~~Burson~~effective ~~will~~time ~~receive an annual base salary~~ of ~~$325,000,~~the ~~$215~~merger,~~000~~ ~~and~~each outstanding ~~$215,000,~~share ~~respectively.~~of ~~The~~the ~~executives~~Company’s ~~salaries~~common stock will be ~~subject~~converted tointo ~~annual review~~3.55 ~~The~~of ~~agreements~~a ~~also~~share ~~address~~of ~~participation~~Crescent inFinancial ~~incentive~~common ~~compensation, bonus plans or arrangements, vacation, insurance and other fringe benefits~~stock.

~~Mr. Utz’s~~Following ~~employment~~the ~~agreement~~consummation ~~has~~of anthe ~~initial~~transactions ~~term~~contemplated ~~ending~~by onthe ~~September 12~~Merger Agreement, ~~2015.~~three ~~Beginning~~members onof the ~~September 12,~~Company’s ~~2013~~board ~~and~~of directors ~~continuing~~will onjoin ~~each~~Crescent ~~September 12~~Financial’s ~~thereafter~~board of directors. In addition, Crescent Financial will also appoint three members of the Company’s board ~~of directors~~as ~~may~~members ~~extend~~of the ~~agreement~~board ~~for~~of andirectors ~~additional~~of ~~year~~Crescent soState ~~that~~Bank, ~~the~~with ~~remaining~~one ~~term~~such ismember, ~~thirty-six~~A. Dwight ~~(36) months~~Utz, ~~unless~~President and Chief Executive Officer of the Company, ~~the~~to ~~Bank~~serve oras ~~executive~~Chairman ~~elects~~of ~~not~~the toboard ~~extend~~of ~~the~~directors ~~term~~ of ~~the~~Crescent ~~agreement~~State byBank. ~~giving~~Mr. ~~written~~Utz ~~notice~~will atalso ~~least~~serve 30as ~~days prior~~President toof ~~the~~Crescent ~~anniversary~~Financial ~~date~~following consummation of the ~~agreement~~transaction.

~~Messrs.~~Pursuant ~~Crowder’s~~to ~~and~~the ~~Burson’s~~Merger ~~employment~~Agreement, ~~agreements~~each ~~have~~of ~~an initial~~A. ~~term~~Dwight ~~ending~~Utz, onPresident ~~September 12,~~and ~~2014.~~Chief ~~Beginning~~Executive onOfficer of the ~~September 12,~~Company; ~~2013~~Thomas ~~and~~M. Crowder, ~~continuing~~Executive onVice ~~each~~President ~~September 12~~and ~~thereafter,~~Chief ~~the~~Financial ~~board~~Officer of ~~directors may extend~~ the ~~agreement~~Company; ~~for~~James anJ. ~~additional~~Burson, ~~year~~Executive soVice ~~that~~President ~~the~~and ~~remaining~~Chief ~~term~~Revenue ~~is twenty-four~~Officer ~~(24) months,~~of ~~unless~~ the Company, ~~the~~and ~~Bank~~T. orOlin ~~executive~~Davis, ~~elects~~Executive ~~not~~Vice toPresident ~~extend~~and ~~the~~Chief ~~term~~Credit Officer of the ~~agreement~~Company, will byenter ~~giving~~into ~~written~~an ~~notice~~employment atagreement, ~~least~~or 30an ~~days~~amendment ~~prior~~ to ~~the~~their ~~anniversary~~existing ~~date~~employment/severance ofarrangement(s) with the ~~agreement~~Company, with Crescent Financial and Crescent State Bank.

IfThe ~~the~~transaction ~~executive’s employment~~ is ~~terminated~~subject byto ~~the~~customary ~~Company~~closing ~~without cause (as defined in the agreement) or the executive voluntarily terminates his employment for good reason (as defined in the agreement)~~conditions, ~~the~~including ~~executive will receive a lump sum payment equal to~~ the ~~sum~~receipt of ~~(i) the~~regulatory ~~base~~approvals ~~salary~~and ~~that~~approval ~~the executive would be entitled to receive as~~ of the ~~date~~merger ~~executive is~~by ~~terminated~~shareholders ~~without cause through the expiration~~ of the ~~then~~Company ~~current term~~ and ~~(ii) the~~Crescent ~~product~~Financial. ofThe ~~(A) the~~Merger ~~executive’s~~Agreement ~~average~~contains ~~cash~~provisions ~~bonus~~that provide for the ~~three (3) years preceding the year in which executive’s~~ termination ~~occurs divided by 12 and (B) the number~~ of ~~months remaining to~~ the ~~expiration~~Merger ofAgreement ~~the~~in ~~then~~certain ~~current~~circumstances, ~~term~~and assuch ofprovisions ~~the~~may ~~date~~require the ~~executive~~Company isto ~~terminated~~pay ~~without~~Crescent ~~cause.~~Financial ~~In addition, the Bank (i) shall continue the executives’ health, life and~~a ~~long-term~~termination ~~care~~fee ~~insurance coverage at the Bank’s expense through the expiration~~ of ~~the~~$2.0 ~~then~~million ~~current term~~ and ~~(ii) pay executive a lump sum amount equal to the (A) monthly~~ expense ~~incurred~~reimbursement byup ~~the Bank~~ to ~~provide~~$500,000. ~~executive~~Currently, ~~with~~ the ~~use of~~merger ais ~~Bank-leased~~expected ~~vehicle~~to ~~and~~be ~~(B) the~~completed ~~monthly~~in ~~value of Bank matching contributions under~~ the ~~Bank’s~~first ~~401(k)~~quarter ~~plan (based on the average monthly value~~ of ~~such items during the twelve months preceding executive’s termination of employment) through the expiration of the then current term~~2013.

~~Upon~~The ~~the~~Merger ~~occurrence~~Agreement ofcontains ausual ~~“Change~~and incustomary ~~Control,”~~representations asand ~~defined~~warranties inthat the ~~executives’ employment~~parties ~~agreements,~~to the ~~term~~Merger ofAgreement ~~the~~made ~~employment~~to ~~agreement~~each ~~shall~~other beas ~~extended for a period~~ of ~~one~~specific ~~year~~dates. ~~after~~The ~~the~~assertions ~~date~~embodied ~~on which the change~~ in ~~control~~those representations ~~occurs~~and ifwarranties ~~the~~were ~~then~~made ~~remaining~~solely ~~term~~for ispurposes ~~less~~of ~~than one year. If during~~ the ~~remaining~~Merger ~~term,~~Agreement asbetween ~~extended, following a Change in Control, either (i)~~ the ~~Company~~parties, ~~the~~and ~~Bank~~may orbe ~~its successor terminates an executive’s employment without cause, or (ii) a “termination event” (as defined in the agreement) occurs and,~~ subject to ~~specified~~ ~~notice~~important qualifications and ~~cure~~limitations ~~procedures,~~agreed anto ~~executive~~by ~~terminates~~the ~~his~~parties ~~own employment, then,~~ in ~~lieu~~connection ofwith ~~other~~negotiating ~~termination payments provided for in~~ the ~~agreement,~~terms ~~and~~of ~~subject to restrictions on severance payments under~~ the UMerger Agreement.S. ~~Department of Treasury’s TARP Capital Purchase Program Rules~~Moreover, the ~~Company~~representations ~~will~~and bewarranties ~~obligated~~are subject to ~~pay the executive,~~ a ~~severance~~contractual ~~payment~~standard ~~equal~~of tomateriality ~~three~~that ~~(3) times~~may ~~with~~be ~~respect~~different tofrom ~~Mr. Utz~~what ~~and~~may ~~two~~be ~~(2) times~~viewed ~~with~~as ~~respect~~material to ~~Messrs.~~shareholders, ~~Crowder~~ and ~~Burson,~~ the ~~sum~~representations ~~of (i) the executive’s Base Salary at the rate then in effect, or if greater, in effect immediately preceding the Change of Control~~ and ~~(ii) the~~warranties ~~average~~may ofhave ~~the~~been ~~cash~~used ~~bonuses~~for ~~paid or accrued on~~ the ~~executive’s~~ ~~behalf~~purpose ~~with respect to the three (3) completed calendar years preceding the effective date~~ of ~~the~~allocating ~~Change~~risk ofbetween ~~Control. In addition,~~ the ~~Bank~~parties ~~(i) shall~~rather ~~continue~~than ~~Mr. Utz’s~~establishing ~~health,~~matters ~~life~~as ~~and long-term care insurance coverage at the Bank’s expense for a 36-month period following Mr~~facts. ~~Utz’s~~ ~~termination~~The ofCompany ~~employment~~has ~~and~~also ~~for~~agreed anot ~~24-month~~to ~~period~~solicit ~~following~~or ~~Messrs.~~initiate ~~Crowder’s~~discussions ~~and~~with ~~Burson’s~~third ~~termination~~parties ofregarding ~~employment~~other ~~and~~proposals ~~(ii) pay the executive a lump sum amount equal~~ to acquire the ~~(A) expense~~Company ~~incurred~~and byit ~~the~~has ~~Bank~~agreed to certain ~~provide~~usual ~~the executive with the use of a Bank-leased vehicle~~ and ~~(B) Bank~~customary ~~matching~~restrictions ~~contributions under the Bank’s 401(k) plan (based~~ on ~~the~~its ~~average~~ability ~~monthly~~to ~~value~~respond ofto such ~~items during~~proposals, ~~the~~as ~~twelve~~more ~~(12) months~~fully ~~preceding~~described in the ~~executive’s~~Merger ~~termination of employment) for a 36-month period for Mr~~Agreement. ~~Utz~~ ~~and for a 24-month period for Messrs. Crowder and Burson.~~

The foregoing summary of the Merger Agreement is not complete and is qualified in its entirety by reference to the complete text of the definitive agreement, which is filed as Exhibit 2.1 to this Form 8-K and which is incorporated herein by reference in its entirety. In addition, a copy of the joint press release announcing the execution of the definitive agreement is filed as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference in its entirety.

Item 7.01

Regulation FD Disclosure.

On September 25, 2012, Crescent Financial and the Company will conduct a conference call regarding the transaction. Pursuant to Regulation FD, the presentation materials to be used on that call are attached hereto as Exhibit 99.2.

On September 25, 2012, the Company will distribute Q&A materials regarding the transaction to its employees. Pursuant to Regulation FD, the Q&A materials to be distributed are attached hereto as Exhibit 99.3.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits


Number		Description

2.1		Agreement and Plan of Merger, dated as of September 25, 2012, by and between ECB Bancorp, Inc. and Crescent Financial Bancshares, Inc.*

99.1		Joint Press Release dated September 25, 2012

99.2		Presentation Materials

99.3		Employee Q&A Materials

*	The registrant has omitted schedules and similar attachments to the subject agreement pursuant to Item 601(b)(2) of Regulation S-K. The registrant will furnish a copy of any omitted schedule or similar attachment to the United States Securities and Exchange Commission upon request.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.

ECB BANCORP, INC.

Date: September 24, 2012

/s/ A. Dwight Utz

Date: September 25, 2012

/s/ A. Dwight Utz

A. Dwight Utz

President and Chief Executive Officer

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