ACNB Corporation (Nasdaq: ACNB) investors approve share increase, ESPP and all proposals
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
ACNB Corporation reported the results of its 2025 Annual Meeting of Shareholders, where all six proposals received shareholder approval. Holders backed four Class 3 director nominees and approved, on a non-binding basis, the compensation of named executive officers. Shareholders adopted amendments to double authorized common shares from 20,000,000 to 40,000,000 and to permit uncertificated shares, and approved the ACNB Corporation Employee Stock Purchase Plan. They also ratified Crowe LLP as independent registered public accounting firm for the year ending December 31, 2026. Management’s accompanying presentation highlighted 2025 net income of $37.1 million, total assets of $3.23 billion, solid asset quality metrics, rising dividends, and active capital return through share repurchases and new buyback and dividend actions announced for 2026.
Positive
- None.
Negative
- None.
Insights
ACNB shareholders approved more capital flexibility alongside solid 2025 performance.
ACNB Corporation obtained shareholder approval to increase authorized common shares from 20,000,000 to 40,000,000 and adopted an Employee Stock Purchase Plan. These steps expand flexibility for future capital raises, stock-based compensation, or strategic activity, though no specific issuances are detailed here.
The accompanying data show 2025 net income of $37.1 million on assets of $3.23 billion, with return on average assets of 1.16% and return on average equity of 9.44%. Asset quality remained strong, with non-performing loans at 0.46% of total loans and net charge-offs at 0.01%.
Capital ratios were robust, including a tangible common equity to tangible assets ratio of 10.60% and total risk-based capital of 16.54% as of December 31, 2025. The company increased its regular dividend to $0.38 per share for the quarter ending December 2025, repurchased 264,393 shares in 2025, and later declared a $0.42 regular and $0.50 special dividend plus a new plan to repurchase up to 310,000 shares.
8-K Event Classification
3 items: 5.07, 7.01, 9.01
3 items
Item 5.07
Submission of Matters to a Vote of Security Holders
Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Shares entitled to vote: 10,353,502 shares
Authorized common shares: 40,000,000 shares
2025 net income: $37.051M
+5 more
8 metrics
Shares entitled to vote
10,353,502 shares
Common stock entitled to vote as of March 9, 2026 record date
Authorized common shares
40,000,000 shares
Authorized shares after amendment, up from 20,000,000
2025 net income
$37.051M
Net income for the year ended December 31, 2025
2025 total assets
$3.228B
Total assets at year-end 2025
2025 diluted EPS (basic shown)
$3.61 per share
Earnings per share—basic for 2025
2025 dividend per share
$1.38 per share
Total cash dividends declared in 2025
Tangible common equity ratio
10.60%
Tangible common equity to tangible assets as of December 31, 2025
Total risk-based capital ratio
16.54%
Consolidated total risk-based capital as of December 31, 2025
Key Terms
noninterest income, allowance for credit losses, tangible common equity, Total Shareholder Return, +2 more
6 terms
noninterest income financial
"Noninterest income 28,609 24,730 18,445 21,807 22,776"
Noninterest income is the money a bank or financial firm earns from activities other than charging interest on loans, such as account fees, transaction charges, advisory and underwriting fees, trading gains, and service income — like a store making extra money from repairs, warranties or delivery charges rather than product sales. It matters to investors because it shows how diversified a company’s revenue is and whether it can withstand changes in interest rates; a strong noninterest income stream can stabilize profits but may also be more variable than steady loan interest.
allowance for credit losses financial
"Allowance for credit losses to total loans 1.02 % 1.03 %"
Allowance for credit losses is a reserve set aside by a financial institution to cover potential losses from borrowers who may not repay their loans. It acts like a safety net, helping the institution prepare for loans that might turn sour. For investors, it signals how cautious the institution is about the quality of its loans and potential risks to its financial health.
tangible common equity financial
"10.60% tangible common equity/tangible assets†† and regulatory ratios"
Tangible common equity is the portion of a company’s net worth that belongs to ordinary shareholders after removing intangible items (like goodwill or patents) and any preferred claims; it’s often expressed on a per-share basis. Think of it as the hard, sellable value left for common owners if you removed non-physical assets and paid off debts—investors use it to judge how much real cushion a company has and whether the stock might be under- or over-valued.
Employee Stock Purchase Plan financial
"To Approve, Adopt and Ratify the ACNB Corporation Employee Stock Purchase Plan"
An employee stock purchase plan is a company program that lets workers buy shares through small payroll deductions, often at a discount to the market price and after a set offering period. Think of it like a workplace savings plan that turns into ownership: it encourages employees to share in the company’s success and can create predictable buying or selling of stock that investors watch because it affects supply, demand and employee incentives.
non-performing loans financial
"Non-performing loans to total loans 0.46 % 0.40 %"
Loans on a bank’s books where the borrower has stopped making scheduled payments for a prolonged period (commonly about 90 days), so the lender no longer expects full repayment on time. Think of them as overdue IOUs that may never be paid back; a rising level of such loans weakens a lender’s earnings and balance sheet, signals greater credit risk in the economy, and can hurt investors through lower dividends, loan losses, or declines in the lender’s stock value.
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 5, 2026
(Exact name of Registrant as specified in its charter)
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
| (Address of principal executive offices) | (Zip Code) | |||||||
| (Registrant’s telephone number, including area code) | ||||||||
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions (see General Instruction A.2. below):
Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section 12(b) of the Act:
| Title Of Each Class | Trading Symbol(s) | Name Of Each Exchange On Which Registered | ||||||
CURRENT REPORT ON FORM 8-K
ITEM 5.07 Submission of Matters to a Vote of Security Holders
On May 5, 2026, ACNB Corporation (the “Company”) held its 2025 Annual Meeting of Shareholders (the “Annual Meeting”). A total of 10,353,502 shares of the Company’s common stock were entitled to vote as of March 9, 2026, the record date for the Annual Meeting. There were 7,870,598 shares present in person or by proxy at the Annual Meeting, at which the shareholders were asked to vote on six (6) proposals. Set forth below are the matters acted upon by the shareholders at the Annual Meeting, and the final voting results for each such proposal.
Proposal No. 1 – To Elect Class 3 Directors
The shareholders voted to elect four (4) Class 3 Directors to serve for terms of three (3) years and until their successors are elected and qualified. The results of the vote were as follows:
| Nominee | For | Against | Abstain | Broker Non-Votes | ||||||||||
| Kimberly S. Chaney | 5,624,787 | 484,812 | 31,077 | 1,739,044 | ||||||||||
| Frank Elsner, III | 5,698,356 | 390,323 | 51,997 | 1,739,044 | ||||||||||
| James P. Helt | 5,706,078 | 371,452 | 63,146 | 1,739,044 | ||||||||||
| John M. Polli | 5,729,393 | 364,505 | 46,778 | 1,739,044 | ||||||||||
Proposal No. 2 – To Conduct a Non-Binding Vote on Executive Compensation
The shareholders voted to approve, on a non-binding basis, the compensation paid to the Company’s Named Executive Officers. The results of the vote were as follows:
| For | Against | Abstain | Broker Non-Votes | ||||||||
| 5,759,093 | 300,172 | 81,411 | 1,739,044 | ||||||||
Proposal No. 3 – To Approve and Adopt an Amendment to the Articles of Incorporation to Increase the Authorized Number of Shares of Common Stock
The shareholders voted to approve and adopt an amendment to the Amended and Restated Articles of Incorporation to increase the authorized number of shares of common stock from 20,000,000 to 40,000,000. The results of the vote were as follows:
| For | Against | Abstain | Broker Non-Votes | ||||||||
| 6,586,214 | 1,224,120 | 69,386 | — | ||||||||
Proposal No. 4 - To Approve and Adopt an Amendment to the Articles of the Incorporation to Authorize Uncertificated Shares
The shareholders voted to approve and adopt an amendment to the Amended and Restated Articles of Incorporation to authorized uncertificated shares. The results of the vote were as follows:
| For | Against | Abstain | Broker Non-Votes | ||||||||
| 5,695,550 | 362,506 | 82,620 | 1,739,044 | ||||||||
Proposal No. 5 - To Approve, Adopt and Ratify the ACNB Corporation Employee Stock Purchase Plan
The shareholders voted to approve, adopt and ratify the ACNB Corporation Employee Stock Purchase Plan. The results of the vote were as follows:
| For | Against | Abstain | Broker Non-Votes | ||||||||
| 5,978,500 | 115,628 | 46,548 | 1,739,044 | ||||||||
Proposal No. 6 - To Ratify the Selection of Crowe LLP as ACNB Corporation’s Independent Registered Public Accounting Firm
The shareholders voted to ratify the selection of Crowe LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The results of the vote were as follows:
| For | Against | Abstain | ||||||
| 7,807,001 | 47,897 | 24,822 | ||||||
ITEM 7.01 Regulation FD Disclosure
On May 5, 2026, James P. Helt, President & Chief Executive Officer of the Registrant, and Jason H. Weber, Executive Vice President/Treasurer & Chief Financial Officer of the Registrant, made presentations at the 2026 Annual Meeting of Shareholders. A copy of the presentation slides is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
ITEM 9.01 Financial Statements and Exhibits
(d) Exhibits.
Exhibit Number Description
99.1 ACNB Corporation 2026 Annual Meeting Presentation Slides.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned, thereunto duly authorized.
ACNB CORPORATION (Registrant) | |||||||||||
| Dated: | May 6, 2026 | /s/ Kevin J. Hayes | |||||||||
| Kevin J. Hayes | |||||||||||
| Senior Vice President/ | |||||||||||
| General Counsel, Secretary & Chief Governance Officer | |||||||||||
ACNB Corporation Annual Meeting of Shareholders May 5, 2026
Alan J. Stock Chairman of the Board Welcome & Introductions 2
Board of Directors James P. Helt D. Arthur Seibel, Jr. Alan J. Stock Chairman of the Board Todd L. Herring First Vice Chair of the Board Eugene J. Draganosky Second Vice Chair of the Board Elizabeth F. Carson Kimberly S. Chaney Alexandra C. Chiaruttini Frank Elsner, III 3 Scott L. Kelley James J. Lott Donna M. Newell John M. Polli Daniel W. Potts
Scott L. Kelley Served on the Board of Directors since 2012 for 14 years. Retiring Board of Directors Daniel W. Potts Served on the Board of Directors since 2004 for 22 years. 4
James P. Helt President & CEO 5
Meeting Agenda • Call to Order • Proof of Notice of Meeting and Quorum • Description of Proposals to be Voted On • Voting and Results • Adjournment of Business Meeting • Management Presentations • Shareholder Questions & Answers 6
Call to Order, Quorum & Business Matters 7
Voting and Results 8
Forward-Looking Statements During the course of this presentation, there may be projections and forward-looking statements regarding events or the future financial performance of ACNB Corporation. We wish to caution you that these forward-looking statements involve certain risks and uncertainties, including a variety of factors that may cause actual results to differ materially from the anticipated results expressed in these forward-looking statements. ACNB Corporation assumes no duty to update the forward-looking statements made in this presentation. You are encouraged to review the risk factors and other cautionary statements regarding forward-looking information described in other documents ACNB Corporation files from time to time with the Securities and Exchange Commission including the Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and any Current Reports on Form 8-K. 9
James P. Helt President & CEO Jason H. Weber EVP, Treasurer & Chief Financial Officer Management Presentations 10
Experienced Executive Management Team James P. Helt President & Chief Executive Officer 37 years In financial services 17 years At ACNB Jason H. Weber EVP, Treasurer & Chief Financial Officer 28 years In financial services 4 years At ACNB Laurie A. Laub EVP, Chief Credit Officer 24 years In financial services 21 years At ACNB Brett D. Fulk EVP, Chief Strategy Officer 34 years In financial services 3 years At ACNB Mark E. Blacksten EVP, Maryland Market President 35 years In financial services 2 years At ACNB 23 years In financial services 3 years At ACNB Andrew A. Bradley SVP, Chief Risk Officer Douglas A. Seibel EVP, Chief Lending Officer 43 years In financial services 17 years At ACNB Emily E. Berwager SVP, Chief Human Resources Officer 26 years In human resources 5 years At ACNB Kevin J. Hayes SVP, General Counsel, Secretary and Chief Governance Officer 13 years In legal services 10 years At ACNB Teresa L Gregory President, Traditions Mortgage, A Division of ACNB Bank 39 years In financial services 1 year At ACNB 36 years In financial services 1 year At ACNB Michael E. Huson SVP, York / Lancaster / Berks Market President 11
Corporate Profile Mid-Atlantic commercial financial holding company for ACNB Bank and ACNB Insurance Services, which serve businesses and communities in South Central Pennsylvania and Northern Maryland. 12 Market pricing data source is S&P Capital IQ Pro as of April 30, 2026. Ownership data source is S&P Capital IQ Pro as of most recent available; financial data as of or for the three months ending March 31, 2026. Source: ACNB Public Filings and Internal Documents. Ticker Nasdaq: ACNB Total Assets $3.3B Total Loans $2.3B Market Capitalization $524M Float 96% Average Daily Volume (3-Mo) 58K Common Shares Outstanding 10.3M Institutional Ownership ~38% Insider Ownership ~4% Price/EPS (NTM) 9.49 Price/Book Value Per Share 1.23x Price/Tangible Book Value Per Share 1.54x Dividend Yield 3.31% Share Price – 04/30/2026 $50.69 52-Week High $53.89 52-Week Low $40.15 ROAA (MRQ) 1.71% ROAE (MRQ) 12.97% FTE NIM (MRQ) 4.46%
Experienced Management Team • Proven management team with successful track record • Approximately 338 years of combined experience Commercially Focused Loan Portfolio • Commercial loans/total loans* ratio of approximately 68% • Average commercial loan yield of 6.34%* • Attractive PA and MD growth markets Stable and Low-Cost Deposit Base • 165+ year-old bank with loyal customer base and leading market share in its core PA markets • Strong presence in affluent and dynamic MD markets • 1.36% cost of interest-bearing deposits • Noninterest bearing demand deposits are approximately 23% of the deposit portfolio Commitment to Noninterest Income to Diversify Revenue • ~19.4% noninterest income to revenues†† driven by insurance services, mortgage and wealth management • ~$739 million in assets under management or administration in wealth management Focus on Expense Management to Create Efficiencies and Support Investments into Improving Customer Experience • ~18% reduction in net branch count from year-end 2020 to year-end 2024 • Added eight branches with Traditions Bancorp, Inc. (“Traditions”) acquisition and consolidated two branches into ACNB Bank branches in 2025 • Undertaking enterprise modernization and digital transformation Strong Profitability • Core return on average assets†† of 1.69% and core return on average equity†† of 13.38% Actively Managing Strong Capital Position • Strong capital position provides flexibility to return capital to shareholders and fund prudent growth of the company • 10.60% tangible common equity/tangible assets†† and regulatory ratios well above internal minimums • Closed strategic acquisition of Traditions in the first quarter of 2025 Stable Asset Quality • 0.46% NPLs/loans • 0.02% NCOs/avg. loans • 1.02% allowance/loans and 221% allowance/NPLs Best-in-Class Franchise with Top-Tier Performance Profitability Credit & Capital ROAA: ACNB (1.69%††), Top 200 Banks¹ (1.25%) NCOs/Avg. Loans: ACNB (0.02%), Top 200 Banks¹ (0.17%) ROAE: ACNB (13.4%††), Top 200 Banks¹ (10.9%) TCE/TA: ACNB (10.60%), Top 200 Banks¹ (8.90%) NIM: ACNB (4.36%), Top 200 Banks¹ (3.64%) Total RBC: ACNB (16.54%), Top 200 Banks¹ (14.73%) Investment Highlights * C&I, CRE, multifamily, farm and construction and development loans as percentage of total loans. Yield is on a fully taxable equivalent. †† Non-GAAP financial measure; Refer to the calculation on the pages titled “Reconciliation of Non-GAAP Measures” at the end of this presentation. 1) Represents the top 200 major exchange-traded banks as defined by total assets as of the most recently reported quarter, excluding merger targets; reflects median values. Financial data as of or for the three months ending 12/31/25.Source: Company data from public filings and internal sources. 13
Overview of 2025 Results Financial Summary • Strong operating results in 2025. • Increase in net income driven primarily by the acquisition of Traditions Bancorp, Inc. • Profitability ratios remain consistently strong. Dollars in thousands, except per share data 2025 2024 2023 2022 2021 INCOME STATEMENT DATA Interest income $ 163,212 $ 107,465 $ 96,640 $ 87,049 $ 78,159 Interest expense 40,122 23,854 8,320 3,624 6,915 Net interest income 123,090 83,611 88,320 83,425 71,244 Provision for (reversal of) credit losses 5,262 (2,437) 860 — 50 (Reversal of) provision for unfunded commitments (532) (326) (16) — — Net interest income after provisions for credit losses and unfunded commitments 118,360 86,374 87,476 83,425 71,194 Noninterest income 28,609 24,730 18,445 21,807 22,776 Noninterest expenses 100,515 70,685 66,072 60,281 58,951 Income before income taxes 46,454 40,419 39,849 44,951 35,019 Provision for income taxes 9,403 8,573 8,161 9,199 7,185 Net income $ 37,051 $ 31,846 $ 31,688 $ 35,752 $ 27,834 BALANCE SHEET DATA (AT YEAR-END) Assets $ 3,228,126 $ 2,394,830 $ 2,418,847 $ 2,525,507 $ 2,786,987 Securities $ 531,131 $ 459,472 $ 517,221 $ 620,250 $ 446,161 Loans, net $ 2,306,842 $ 1,665,630 $ 1,608,019 $ 1,520,749 $ 1,449,394 Deposits $ 2,450,185 $ 1,792,501 $ 1,861,813 $ 2,198,975 $ 2,426,389 Borrowings $ 320,116 $ 271,159 $ 252,174 $ 62,954 $ 69,902 Stockholders' equity $ 419,974 $ 303,273 $ 277,461 $ 245,042 $ 272,114 COMMON SHARE DATA Earnings per share—basic $ 3.61 $ 3.75 $ 3.72 $ 4.15 $ 3.19 Cash dividends declared $ 1.38 $ 1.26 $ 1.14 $ 1.06 $ 1.03 Book value per share $ 40.63 $ 35.61 $ 32.73 $ 28.78 $ 31.35 Weighted average number of common shares 10,259,179 8,503,473 8,507,803 8,623,012 8,714,926 Dividend payout ratio 38.82 % 33.64 % 30.62 % 25.50 % 32.22 % PROFITABILITY RATIOS AND CONDITION Return on average assets 1.16 % 1.31 % 1.32 % 1.31 % 1.03 % Return on average equity 9.44 % 10.94 % 12.23 % 14.35 % 10.52 % Average stockholders' equity to average assets 12.27 % 11.95 % 10.83 % 9.15 % 9.81 % SELECTED ASSET QUALITY RATIOS Non-performing loans to total loans 0.46 % 0.40 % 0.26 % 0.25 % 0.42 % Net charge-offs to average loans outstanding 0.01 % 0.02 % 0.02 % 0.08 % 0.08 % Allowance for credit losses to total loans 1.02 % 1.03 % 1.23 % 1.16 % 1.30 % Allowance for credit losses to non-performing loans 220.80 % 253.67 % 478.53 % 463.08 % 306.05 % For the Year Ended December 31, 14Source: ACNB Public filings and Internal Documents.
Balance Sheet Trends 151. Compounded Annual Growth Rate (CAGR). 2. Non-GAAP financial measure. Refer to the calculation on the page titled “Reconciliation of Non-GAAP Measures” at the end of this presentation. Total Loans ($MMs) CAGR¹ (‘21 - ’25): 12.24% CAGR¹ (‘21 - ’25): 10.44% Source: ACNB Public filings and Internal Documents. CAGR¹ (’21 - ’25): 3.74% Total Assets ($MMs) CAGR¹ (‘21 - ’25): 0.24% Total Deposits ($MMs) Tangible Common Equity² ($MMs)
Performance Over Time 16Source: ACNB Public filings and Internal Documents. Net Interest Margin (%)1 Efficiency Ratio3 (%) ROAE (%) 2 Diluted EPS ($) 2 TBVPS3 ($) 2 2 2 2 TCE / TA3 (%) 1. Non-FTE. 2. Excluding the strategic balance sheet repositioning, net of the corresponding tax impact, in the amount of $3.5 million for the year ended December 31, 2023 (Non-GAAP); Excluding the discrete merger expenses incurred as a result of the acquisition and integration of Traditions Bancorp, Inc., net of the corresponding tax impact, in the amount of $1.6 million for the year ended December 31, 2024; Excluding the discrete merger expenses and the initial loan loss provision for non-purchased credit deteriorated loans incurred as a result of the acquisition and integration of Traditions Bancorp, Inc., net of the corresponding tax impact, in the amount of $12.6 million and excluding the strategic balance sheet repositioning, net of the corresponding tax impact, in the amount of $2.8 million for the year ended December 31, 2025. 3. Non-GAAP financial measure. Refer to the calculation on the page titled “Reconciliation of Non-GAAP Measures” at the end of this presentation.
Prudent Reserve Discipline 17Source: ACNB Public filings and Internal Documents. Trends in ACL ACL Overview • ACNB actively monitors its loan portfolio to maintain strong asset quality. • On January 1, 2023, the Corporation adopted Topic 326, universally referred to as CECL; Day one impact resulted in $1.6 million increase in the ACL. • Provision expense in 2025 driven primarily by the acquisition of Traditions Bancorp, Inc.
Strong Capital Position 18Source: ACNB Public filings and Internal Documents. 1. Consolidated regulatory capital ratios as of 12/31/2025. 2. Excess capital defined as capital in excess of the regulatory capital minimums and 250 basis points capital conservation buffer, except for Tier 1 leverage ratio; Tier 1 leverage ratio is capital in excess of well-capitalized minimum. 0.00% 2.00% 4.00% 6.00% 8.00% 10.00% 12.00% 14.00% 16.00% 18.00% Tier 1 Leverage Tier 1 Risk Based CE Tier 1 Total-Risk Based Internal Minimums Excess (2) 11.40% 14.96% 14.74% 16.54%Commentary Capital Ratios¹ • Capital ratios exceed regulatory and internal minimum requirements. • Quarterly cash dividend increased to $0.38 per share for the quarter ending December 2025 compared to $0.32 per share for the quarter ending December 2024. • Repurchased 264,393 shares of ACNB common stock in open market transactions for the twelve months ended December 31, 2025.
Dividend Analysis 2017 to Present 19Source: ACNB Public filings and Internal Documents. $0.80 $0.89 $0.98 $1.00 $1.03 $1.06 $1.14 $1.26 $1.38 $- $0.20 $0.40 $0.60 $0.80 $1.00 $1.20 $1.40 $1.60 2017 2018 2019 2020 2021 2022 2023 2024 2025 To ta l D iv id en d Cash Dividend in 2017 was $0.80 compared to $1.38 in 2025( 73%↑)
Total Shareholder Return: 1-Year 20Source: S&P Capital IQ Pro; Data from 12/31/2024 to 12/31/2025 Note: See peer group at the end of this presentation • ACNB outperformed the bank and broader market indices and its peer group over the last year ...
Total Shareholder Return: 5-Year 21Source: S&P Capital IQ Pro; Data from 12/31/2020 to 12/31/2025 Note: See peer group at the end of this presentation ...and outperformed those same indices over the past 5 years.
2026 First Quarter Financial Highlights 22 Net Income = Diluted EPS = Tangible Book Value Per Share1 = Return on Average Assets = Return on Average Equity = FTE Net Interest Margin = Non-Performing Assets to Total Assets = Allowance for Credit Losses to Totals Loans = Source: April 23, 2026 ACNB Corporation Press Release 1 - Non-GAAP financial measure. Refer to the calculation on the page titled “Non-GAAP Reconciliation” at the end of the April 23, 2026 ACNB Corporation Press Release $13.7M $1.32 $32.99 1.71% 12.97% 4.46% 0.29% 1.01%
2026 Second Quarter Announced Capital Actions 23Source: April 29, 2026 ACNB Corporation Press Release • Declared a regular quarterly cash dividend of $0.42 per share of ACNB Corporation common stock payable on June 15, 2026, to shareholders of record as of June 1, 2026. • Declared a one-time special cash dividend of $0.50 per share of ACNB Corporation common stock payable on June 15, 2026, to shareholders of record as of June 1, 2026. • New plan to repurchase, in open market transactions at prevailing market prices, up to 310,000, or approximately 3.0%, of the outstanding shares of ACNB’s common stock.
Analyst Coverage of ACNB Corporation 24
Wealth Management • ACNB’s Wealth Management business derives a majority of its revenue from noninterest income consisting of trust, investment advisory and brokerage, and other servicing fees. • Wealth Management clients are located largely within the Bank’s primary geographic markets. • Substantial revenues are generated from investment management agreements with clients. Under these agreements, fee income is typically generated as a percentage of the market value of assets under management/administration. • Income from Wealth Management activities increased by 6% from 2024 to 2025 going from $4,226,000 to $4,475,000. 1. Securities and certain insurance products are offered through Cetera Investment Services, LLC, a registered broker-dealer and FINRA member, and advisory services are offered through Cetera Investment Advisers, LLC. Neither firm is affiliated with ACNB. Source: ACNB Public filings and Internal Sources 25 Mark P. Bernier SVP, Wealth Management Officer Total: 537,800 Total: 518,800 Total: 639,400 Total: 683,800 At Year-End in Thousands of Dollars Total: 738,800
ACNB Insurance Services, Inc. Source: ACNB Public filings and Internal Sources 26 • ACNB Insurance Services, Inc. is a full-service insurance agency, with licenses in 46 states, offering a broad range of property, casualty, health, life and disability insurance to both personal and commercial clients. • The agency is working to leverage the Traditions Bank acquisition for synergies and revenues across both the insurance and banking subsidiaries. • The Insurance agency represents the largest source of Other Income for the Corporation. Total Income for the agency decreased by 2.8% in 2025 due to policy cancellations and the timing of renewals in the year. Mark A. Westcott President & Chief Executive Officer At Year-End in Thousands of Dollars
Traditions Mortgage A Division of ACNB Bank 27 Teresa L. Gregory President, Traditions Mortgage, A Division of ACNB Bank Source: ACNB Public filings and Internal Sources 1At Year-End in Thousands of Dollars • Exceptional Growth: Increased production from $34.9MM to $273.4MM (+684% year-over-year) • Market Leadership: Ranked #1 Purchase Money Lender in Adams & York Counties • Expanding Homeownership: Helped 409 first-time homebuyers achieve the dream of homeownership 1. Acquired Traditions Bank in February 2025; results for 2025 includes both ACNB Bank and Traditions Mortgage, A Division of ACNB Bank. 1
Accolades 28
Our Vision To be the independent financial services provider of choice in the communities served by building relationships and finding solutions. 29
Shareholder Questions & Answers 30
Thank You & Meeting Adjournment Stock Symbol: ACNB (Nasdaq) www.acnb.com 31
ACNB Peers 32 TickerNameTickerName SOMESomerset Trust Holding CompanyAROWArrow Financial Corporation NWFLNorwood Financial Corp.FRBAFirst Bank HNVRHanover Bancorp, Inc.CBNKCapital Bancorp, Inc. ESQEsquire Financial Holdings, Inc.BCBPBCB Bancorp, Inc. BPRNPrinceton Bancorp, Inc.PDLBPonce Financial Group, Inc. ENBPENB Financial CorpCZNCCitizens & Northern Corporation PKBKParke Bancorp, Inc.CZFSCitizens Financial Services, Inc. FRAFFranklin Financial Services CorporationUNTYUnity Bancorp, Inc. FUNCFirst United CorporationFDBCFidelity D & D Bancorp, Inc. LYBCLyons Bancorp Inc.CHMGChemung Financial Corporation NECBNortheast Community Bancorp, Inc.OBTOrange County Bancorp, Inc. MRBKMeridian Corporation
Reconciliation of Non-GAAP Measures Note: The Corporation has presented the following non-GAAP financial measures because it believes that these measures provide useful and comparative information to assess trends in the Corporation’s results of operations and financial condition. These non-GAAP financial measures are frequently used by securities analysts, investors and other interested parties in the evaluation of companies in the Corporation’s industry. Investors should recognize that the Corporation’s presentation of these non-GAAP financial measures might not be comparable to similarly-titled measures of other corporations. These non-GAAP financial measures should not be considered a substitute for GAAP basis measures, and the Corporation strongly encourages a review of its condensed consolidated financial statements in their entirety. 33
Reconciliation of Non-GAAP Measures 34Source: ACNB Public filings and Internal Documents.
Reconciliation of Non-GAAP Measures 35Source: ACNB Public filings and Internal Documents.
Reconciliation of Non-GAAP Measures 36Source: ACNB Public filings and Internal Documents.
Reconciliation of Non-GAAP Measures 37Source: ACNB Public filings and Internal Documents.
Reconciliation of Non-GAAP Measures 38Source: ACNB Public filings and Internal Documents.
FAQ
How did ACNB (ACNB) perform financially in 2025?
In 2025 ACNB reported net income of $37.1 million on total assets of $3.23 billion. Return on average assets was 1.16% and return on average equity was 9.44%, supported by net interest income of $123.1 million and continued strong credit quality metrics across the loan portfolio.
What capital and dividend actions has ACNB (ACNB) taken recently?
ACNB raised its quarterly cash dividend to $0.38 per share for the quarter ending December 2025 and repurchased 264,393 shares in 2025. It later declared a $0.42 regular and $0.50 special dividend and authorized a new plan to repurchase up to 310,000 additional common shares.
What were ACNB (ACNB) key asset quality ratios at year-end 2025?
At December 31, 2025, non-performing loans were 0.46% of total loans and net charge-offs were 0.01% of average loans. The allowance for credit losses equaled 1.02% of total loans and covered non-performing loans by about 221%, indicating conservative reserve levels.