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 29, 2018

BENEFICIAL BANCORP, INC.

(Exact Name of Registrant as Specified in Its Charter)

Beneficial Bank Place, 1818 Market Street, Philadelphia, Pennsylvania 19103

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (215) 864-6000

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:

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

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

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

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 8.01                                           Other Events.

As described in greater detail in the “The Mergers—Litigation Related to the Mergers” section of the definitive joint proxy statement/prospectus filed with the Securities and Exchange Commission on November 6, 2018 and first mailed to stockholders of Beneficial Bancorp, Inc. (“Beneficial”) and stockholders of WSFS Financial Corporation (“WSFS”) on November 6, 2018, the following lawsuits (collectively, the “Merger Litigation”) are pending in connection with the previously announced proposed merger of Beneficial with and into WSFS:

·                  A putative class action lawsuit filed by one purported Beneficial stockholder against Beneficial and the members of the Beneficial board of directors in the United States District Court for the Southern District of New York, captioned Dappollone v. Beneficial Bancorp, Inc., et al., Docket No. 1:18-cv-09395;

·                  A putative derivative and class action lawsuit filed by another purported Beneficial stockholder against Beneficial, the members of the Beneficial board of directors and Wilmington Savings Fund Society, FSB in the Circuit Court for Baltimore City, Maryland, captioned Parshall v. Farnesi et al., Case No. 24C18005703; and

·                  Three separate lawsuits filed by three other purported Beneficial stockholders against Beneficial and the members of the Beneficial board of directors in the District Court for the District of Maryland, captioned Wolenter v. Beneficial Bancorp, Inc. et al. (Case No. 1:18-cv-03379-JKB), Karp v. Beneficial Bancorp, Inc. et. al. (Case No. 1:18-cv-03381-ELH), and Bushanksy v. Beneficial Bancorp, Inc. et al. (Case No. 1:18-cv-03382-DKC).

Solely to avoid the costs, risks and uncertainties inherent in litigation, Beneficial and WSFS have determined to make additional disclosures to supplement the disclosures contained in the joint proxy statement/prospectus (the “Additional Disclosures”).  The Additional Disclosures are set forth below and should be read in conjunction with the joint proxy statement/prospectus.

Beneficial and WSFS believe that the Additional Disclosures moot plaintiffs’ disclosure claims asserted in the Merger Litigation and, as a result, expect that the plaintiffs will decline to seek injunctive relief against the merger.  It is possible that additional, similar complaints may be filed. If this occurs, Beneficial and WSFS do not intend to announce the filing of each additional, similar complaint or any amended complaint unless it contains materially new or different allegations.

This decision to make the Additional Disclosures will not affect the merger consideration to be paid in connection with the merger of Beneficial with and into WSFS or the timing of the special meetings of the stockholders of Beneficial and WSFS, respectively.

Beneficial and the other defendants have denied, and continue to deny, that they have committed or aided and abetted in the commission of any violation of law or engaged in any of the wrongful acts that were or could have been alleged in the lawsuits, and maintain that, they complied with their fiduciary and other legal duties and are making the Additional Disclosures solely to eliminate the burden and expense of further litigation, to put the claims that were or

2

could have been asserted to rest, and to avoid any possible delay to the closing of the merger that might arise from further litigation. Nothing in this Current Report on Form 8-K shall be deemed an admission of the legal necessity or materiality under applicable laws of any of the disclosures set forth herein.

SUPPLEMENT TO DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS

The following information supplements the joint proxy statement/prospectus and should be read in connection with the joint proxy statement/prospectus, which should be read in its entirety. To the extent that information herein differs from or updates information contained in the joint proxy statement/prospectus, the information contained herein supersedes the information contained in the joint proxy statement/prospectus. All page references in the information below are to pages in the joint proxy statement/prospectus, and terms used below have the meanings set forth in the joint proxy statement/prospectus, unless otherwise defined below. Without admitting in any way that the disclosures below are material or otherwise required by law, Beneficial and WSFS make the following supplemental disclosures:

Background of the Mergers

The disclosure under the heading “THE MERGERS—Background of the Mergers” is hereby supplemented by adding the following after the first sentence of the third paragraph of page 73 of the joint proxy statement/prospectus:

Sandler O’Neill did not seek further contact with institutions previously contacted in March that had not expressed an interest in entering into a potential business combination with Beneficial. As part of contacting the nine financial institutions following the April 19, 2018 board meeting, Sandler O’Neill contacted all parties that had expressed interest in, and ability to engage in, acquisition discussions with Beneficial when contacted in March 2018.

The disclosure under the heading “THE MERGERS—Background of the Mergers” is hereby supplemented by adding the following sentence after the last sentence of the third full paragraph of page 74 of the joint proxy statement/prospectus:

Other than entering into the mutual nondisclosure and exclusivity agreement with WSFS, Beneficial did not enter into any confidentiality agreements with potential bidders that were contacted either in March or following the April 19, 2018 Beneficial board meeting.

The disclosure under the heading “THE MERGERS—Background of the Mergers” is hereby supplemented by adding the following sentence after the last sentence of the third paragraph of page 75 of the joint proxy statement/prospectus:

As part of his report, Mr. Cuddy informed the executive committee that Mr. Turner had communicated to him that WSFS would not be offering any members of Beneficial’s executive management team a role on WSFS’s executive management team following the completion of the Mergers, but indicated that WSFS wanted to explore

3

leadership opportunities for each member of Beneficial’s executive management team both prior to and after completion of the Mergers.

The disclosure under the heading “THE MERGERS—Background of the Mergers” is hereby supplemented by adding the following after the last sentence of the sixth paragraph of page 75 of the joint proxy statement/prospectus:

The updated non-binding indication of interest letter submitted by WSFS on July 1, 2018 requested that Gerard P. Cuddy and two mutually agreed upon current directors of Beneficial join the board of directors of WSFS following the consummation of the Mergers, in accordance with WSFS’s standard, mutual interview and company orientation process that WSFS uses for all new directors.  In addition, the updated non-binding indication of interest letter submitted by WSFS also provided that those directors of Beneficial who do not continue as directors of WSFS after the closing of the Mergers would become members of a new integration advisory board that WSFS would create in connection with the Mergers, along with Mr. Cuddy and Rodger Levenson.  The updated non-binding indication of interest letter did not provide that any of Beneficial’s current executive officers would join WSFS’s executive management team.  Over the next several days, WSFS and Beneficial continued to discuss the possibility of certain Beneficial executive officers joining WSFS’s executive management team following the completion of the Mergers, including the possibility of Mr. Cuddy serving in a senior executive management position with the combined company.

The disclosure under the heading “THE MERGERS—Background of the Mergers” is hereby supplemented by adding the following after the last sentence of the seventh paragraph of page 75 of the joint proxy statement/prospectus:

As part of his report, Mr. Cuddy informed the executive committee that, at their July 9, 2018 meeting, Mr. Turner expressed WSFS’s desire to retain Beneficial’s entire executive management team for a period of not less than 15 months following the completion of the Mergers in order to facilitate team and systems integration post-closing.  He also informed the executive committee that, with the exception of Martin F. Gallagher, Jr., WSFS did not plan to extend written offers of employment beyond 15 months but that WSFS did intend to explore leadership opportunities for each member of Beneficial’s executive management team that would continue beyond their 15 month written offers of employment.  Mr. Turner also confirmed that WSFS would offer not more than three WSFS board seats to current Beneficial directors in connection with the Mergers.

4

Opinion of Beneficial’s Financial Advisor

The disclosure under the heading “THE MERGERS—Opinion of Beneficial’s Financial Advisor—Beneficial and WSFS Peer Group Analyses” is hereby supplemented by deleting the table on page 86 (Beneficial Peer Group Analysis) of the joint proxy statement/prospectus and replacing it with the following:

Financial Data as of or for the Period Ending June 30, 2018

Pricing Data as of August 6, 2018

5

The disclosure under the heading “THE MERGERS—Opinion of Beneficial’s Financial Advisor—Beneficial and WSFS Peer Group Analyses” is hereby supplemented by deleting the table on the bottom of page 87 (WSFS Peer Group Analysis) of the joint proxy statement/prospectus and replacing it with the following:

Financial Data as of or for the Period Ending June 30, 2018

Pricing Data as of August 6, 2018