ACNB (ACNB) raises executive change-in-control payouts and extends restrictions
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
ACNB Corporation updated change-in-control protections for two senior executives. The company and its banking subsidiary amended employment agreements for Chief Financial Officer Jason H. Weber and Executive Vice President–Chief Strategy Officer Brett D. Fulk.
Under the amendments, if either executive is terminated without cause or leaves for defined “good reason” after a change in control, he may receive a lump-sum cash payment equal to up to 2.99 times his agreed compensation, plus up to two years of continued health and welfare benefits. The multiple was increased from 2.0 times to 2.99 times agreed compensation.
For Mr. Fulk, the revised agreement adds a limited tax gross-up so that any excise tax under Sections 4999 or 280G of the Internal Revenue Code related to change-in-control payments is reimbursed, and removes a prior section that reduced certain change-in-control payments. Both executives also now face longer non-solicitation restrictions, extended from six months to two years after employment ends, while other terms of the agreements remain unchanged.
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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 19, 2026
(Exact name of Registrant as specified in its charter)
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
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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 ☐
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CURRENT REPORT ON FORM 8-K
ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On February 19, 2026, ACNB Corporation (the “Corporation”) and ACNB Bank, the Corporation’s wholly-owned subsidiary (the “Bank”) entered into amendments to the Amended and Restated Employment Agreement of Jason H. Weber, Executive Vice President/Treasurer and Chief Financial Officer of the Corporation and Bank dated as of October 5, 2022, and the Employment Agreement of Brett D. Fulk, Executive Vice President - Chief Strategy Officer of the Corporation and Bank dated as of September 6, 2022.
Each amendment amends and restates Section 7 of each employment agreement in their entirety which relates to the executive’s rights in the event of a change in control and increases the amount payable to the executive under certain circumstances following a change in control. If the executive’s employment is terminated by the Corporation without cause or he experiences an involuntary separation of service within two (2) years after a “change in control” (as defined in the employment agreement) or he voluntarily terminates employment for good reason within one (1) year after a change in control, then the executive shall be entitled to receive a multiple of his “agreed compensation” (as defined in the employment agreement), and continuation of all life, disability, medical insurance, and other normal health and welfare benefits for two (2) years. The amendments increase the multiple of each executive’s agreed compensation from 2.0 to 2.99 times of his agreed compensation.
In addition, Section 7 of Mr. Fulk’s employment agreement was modified to provide for a limited gross up in the event that the payments made after a change in control when added to all other amounts or benefits provided to or on behalf of the executive in connection with his termination of employment would result in an excise tax under Section 4999 or under Section 280G of the Internal Revenue Code rather than a reduction. Also, Section 17 of Mr. Fulk’s employment agreement which provided certain change in control payment reductions was eliminated in its entirety.
Finally, each agreement increases certain non-solicitation provisions from six (6) months to two (2) years following termination of employment. Other than the modifications set forth above, there were no other changes to the employment agreements.
The description above is only a summary of the material terms of the amendments to the employment agreements and is not intended to be a full description of the amendments. The amendments to the employment agreements are attached hereto as Exhibits 99.1 and 99.2 and are incorporated herein by reference.
ITEM 9.01 Financial Statements and Exhibits
(d) Exhibits.
Exhibit Number Description
99.1 First Amendment to Amended and Restated Employment Agreement by and among ACNB Corporation, ACNB Bank and Jason H. Weber dated as of February 19, 2026
99.2 First Amendment to Employment Agreement by and among ACNB Corporation, ACNB Bank and Brett D. Fulk dated as of February 19, 2026.
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: | February 20, 2026 | /s/ Kevin J. Hayes | |||||||||
| Kevin J. Hayes | |||||||||||
| Senior Vice President/ | |||||||||||
| General Counsel, Secretary & Chief Governance Officer | |||||||||||
Ex. 99.1 FIRST AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS FIRST AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“First Amendment”) is made this 19th day of February, 2026, by and among ACNB CORPORATION, a Pennsylvania business corporation (the “Corporation”), ACNB BANK, a state-chartered bank (the “Bank”) and JASON H. WEBER, an adult individual (“Executive”) residing in Pennsylvania. WITNESSETH: WHEREAS, the Corporation, the Bank and the Executive entered into an Amended and Restated Employment Agreement dated October 5, 2022 (the “Agreement”); WHEREAS, Executive has been employed by Corporation and Bank as of Chief Financial Officer; and WHEREAS, the parties desire to amend the Agreement as described herein. AGREEMENT: NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows: 1. Section 7 of the Agreement is hereby amended and restated in full and in its entirety to read as follows: 7. Rights in Event of Termination Following a Change in Control. In the event that Executive terminates employment for Good Reason as defined in Section 4(c) within one year of a Change in Control or Executive is involuntarily terminated without Cause within two (2) years after a Change in Control (as defined in Section 6(b) of this Agreement), and such termination of employment constitutes a Separation of Service, Executive shall be entitled to receive the compensation and benefits set forth below: The Bank, or successor thereto, shall pay Executive a lump sum amount equal to and no greater than 2.99 times Executive’s Agreed Compensation as defined in subsection (g) of Section 4, minus applicable taxes and withholdings within thirty (30) days of Executive’s Separation of Service, subject to Compliance with Code Section 409A. In addition, for a period of two (2) years from the date of Separation of Service, or until Executive secures substantially comparable benefits through other employment, whichever shall first occur, Executive shall receive a continuation of all life, disability, medical insurance and other normal health and welfare benefits in effect with respect to Executive immediately prior to his Separation of Service, or, if the Bank cannot legally provide such benefits because
2 Executive is no longer an employee, or future law or plans do not so permit, the Bank shall reimburse Executive in an amount equal to the monthly premium paid by him to obtain substantially comparable employee benefits which he enjoyed immediately prior to termination, subject to compliance with Code Section 409A if applicable. In addition for a period of two (2) years from the date of Separation of Service, or until Executive secures benefits of substantially comparable coverage through other employment, whichever shall first occur, Executive shall notify Bank upon receipt of benefits from a third party and provide details of such benefits to the Bank. The Corporation, Bank and Executive hereby recognize that: (i) the non-solicitation restrictions and non-competition restrictions under Section 9 of this Agreement have value, (ii) the value shall be recognized in any calculations the Corporation, Bank and Executive perform with respect to determining the affect, if any, of the parachute payment provisions of Section 280G of the Code (“Section 280G”), by allocating a portion of the payments under Section 7 of this Agreement to the fair value of the non-solicitation and non-competition restrictions under Section 9 of this Agreement (the “Appraised Value”), (iii) the Bank shall obtain an independent appraisal to determine the Appraised Value, (iv) the Appraised Value will be considered reasonable compensation for post change in control services within the meaning of Q&A-40 of the regulations under Section 280G, and (v) any aggregate parachute payments, as defined in Section 280G, will be reduced by the Appraised Value. In addition, in the event that the payments described herein, even after giving effect and application to the immediately above paragraph, when added to all other amounts or benefits provided to or on behalf of the Executive in connection with his termination of employment would result in the imposition of an excise tax under Section 4999 of the Code or under Section 280G of the Code, the Bank, or successor thereto, will pay to Executive an additional cash payment (“Limited Gross Up Payment”) in an amount such that the after tax proceeds of such Limited Gross Up Payment (including any income tax or excise tax on such Limited Gross Up Payment) will be equal to the amount of the excise tax that is a product, result, or an effect of inclusion of any amounts included or from any and all Salary Continuation Agreements by and between Executive and the Bank. Executive shall not be required to mitigate the amount of any payment provided for in this Section 7 by seeking other employment or otherwise. Unless otherwise agreed to in writing, the amount of payment or the benefit provided for in this Section 7 shall not be reduced by any compensation earned by Executive as the result of employment by another employer or by reason of Executive’s receipt of or right to receive any retirement or other benefits after the date of Separation of Service, termination of employment or otherwise.
3 2. Section 9 (a)(iii) of the Agreement is hereby amended and restated in full and in its entirety to read as follows: (iii) directly or indirectly solicit persons or entities who were customers or referral sources of the Corporation, the Bank or their subsidiaries within two (2) years of Executive’s termination of employment, to become a customer or referral source of a person or entity other than the Corporation, the Bank or their subsidiaries; 3. In all other respects, the Agreement shall remain in full force and effect as amended hereby. [Signature Page to Follow]
4 IN WINESS WHEREOF, the parties have executed this First Amendment as of the date first above written. ATTEST: ACNB CORPORATION Douglas Seibel By: James P. Helt James P. Helt, President and CEO ATTEST: ACNB BANK Douglas Seibel By: James P. Helt James P. Helt, President and CEO WITNESS: EXECUTIVE Shelly Altland Jason H. Weber Jason H. Weber
Ex. 99.2 FIRST AMENDMENT TO EMPLOYMENT AGREEMENT THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (“First Amendment”) is made this 19th day of February, 2026 by and among ACNB CORPORATION, a Pennsylvania business corporation (the “Corporation”), ACNB BANK, a state-chartered bank (the “Bank”) and BRETT D. FULK, an adult individual (“Executive”) residing in Pennsylvania. WITNESSETH: WHEREAS, the Corporation, the Bank and the Executive entered into an Employment Agreement dated September 6, 2022 (the “Agreement”); WHEREAS, Executive has been employed by Corporation and Bank as of Executive Vice President-Chief Strategy Officer; and WHEREAS, the parties desire to amend the Agreement as described herein. AGREEMENT: NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows: 1. Section 7 of the Agreement is hereby amended and restated in full and in its entirety to read as follows: 7. Rights in Event of Termination Following a Change in Control. In the event that Executive terminates employment for Good Reason as defined in Section 4(c) within one year of a Change in Control or Executive is involuntarily terminated without Cause within two (2) years after a Change in Control (as defined in Section 6(b) of this Agreement), and such termination of employment constitutes a Separation of Service, Executive shall be entitled to receive the compensation and benefits set forth below: The Bank, or successor thereto, shall pay Executive a lump sum amount equal to and no greater than 2.99 times Executive’s Agreed Compensation as defined in subsection (g) of Section 4, minus applicable taxes and withholdings within thirty (30) days of Executive’s Separation of Service, subject to Compliance with Code Section 409A. In addition, for a period of two (2) years from the date of Separation of Service, or until Executive secures substantially comparable benefits through other employment, whichever shall first occur, Executive shall receive a continuation of all life, disability, medical insurance and other normal health and welfare benefits in effect with respect to Executive immediately prior to his Separation of Service, or, if the Bank cannot legally provide such benefits because Executive is no longer an employee, or future law or plans do not so permit, the Bank shall reimburse Executive in an amount equal to the monthly premium paid by
2 him to obtain substantially comparable employee benefits which he enjoyed immediately prior to termination, subject to compliance with Code Section 409A if applicable. In addition for a period of two (2) years from the date of Separation of Service, or until Executive secures benefits of substantially comparable coverage through other employment, whichever shall first occur, Executive shall notify Bank upon receipt of benefits from a third party and provide details of such benefits to the Bank. The Corporation, Bank and Executive hereby recognize that: (i) the non-solicitation restrictions and non-competition restrictions under Section 9 of this Agreement have value, (ii) the value shall be recognized in any calculations the Corporation, Bank and Executive perform with respect to determining the affect, if any, of the parachute payment provisions of Section 280G of the Code (“Section 280G”), by allocating a portion of the payments under Section 7 of this Agreement to the fair value of the non-solicitation and non-competition restrictions under Section 9 of this Agreement (the “Appraised Value”), (iii) the Bank shall obtain an independent appraisal to determine the Appraised Value, (iv) the Appraised Value will be considered reasonable compensation for post change in control services within the meaning of Q&A-40 of the regulations under Section 280G, and (v) any aggregate parachute payments, as defined in Section 280G, will be reduced by the Appraised Value. In addition, in the event that the payments described herein, even after giving effect and application to the immediately above paragraph, when added to all other amounts or benefits provided to or on behalf of the Executive in connection with his termination of employment would result in the imposition of an excise tax under Section 4999 of the Code or under Section 280G of the Code, the Bank, or successor thereto, will pay to Executive an additional cash payment (“Limited Gross Up Payment”) in an amount such that the after tax proceeds of such Limited Gross Up Payment (including any income tax or excise tax on such Limited Gross Up Payment) will be equal to the amount of the excise tax that is a product, result, or an effect of inclusion of any amounts included or from any and all Salary Continuation Agreements by and between Executive and the Bank. Executive shall not be required to mitigate the amount of any payment provided for in this Section 7 by seeking other employment or otherwise. Unless otherwise agreed to in writing, the amount of payment or the benefit provided for in this Section 7 shall not be reduced by any compensation earned by Executive as the result of employment by another employer or by reason of Executive’s receipt of or right to receive any retirement or other benefits after the date of Separation of Service, termination of employment or otherwise.
3 2. Section 9 (a)(iii) of the Agreement is hereby amended and restated in its entirety to read as follows: (iii) directly or indirectly solicit persons or entities who were customers or referral sources of the Corporation, the Bank or their subsidiaries within two (2) years of Executive’s termination of employment, to become a customer or referral source of a person or entity other than the Corporation, the Bank or their subsidiaries; 3. Section 17 of the Agreement is hereby deleted in its entirety and completely. 4. In all other respects, the Agreement shall remain in full force and effect as amended hereby. [Signature Page to Follow]
4 IN WINESS WHEREOF, the parties have executed this First Amendment as of the date first above written. ATTEST: ACNB CORPORATION Douglas Seibel By: James P. Helt James P. Helt, President and CEO ATTEST: ACNB BANK Douglas Seibel By: James P. Helt James P. Helt, President and CEO WITNESS: EXECUTIVE Shelly Altland Brett D. Fulk Brett D. Fulk
FAQ
What did ACNB (ACNB) change in its executive employment agreements?
ACNB amended employment agreements for its CFO and Chief Strategy Officer to enhance change-in-control protections. Key revisions increase cash severance multiples, extend benefit continuation, lengthen non-solicitation periods, and, for one executive, adjust tax treatment of potential excise taxes on parachute payments.
How did ACNB (ACNB) increase change-in-control payouts for executives?
If employment ends under specific conditions after a change in control, each executive can now receive up to 2.99 times agreed compensation, up from 2.0 times. They are also eligible for up to two years of continued life, disability, medical, and other health and welfare benefits.
Which ACNB (ACNB) executives are affected by the February 2026 amendments?
The amendments cover Jason H. Weber, Executive Vice President/Treasurer and Chief Financial Officer, and Brett D. Fulk, Executive Vice President–Chief Strategy Officer. Both work for ACNB Corporation and its wholly owned subsidiary ACNB Bank under individually negotiated employment agreements.
What new tax gross-up protection did ACNB (ACNB) add for Brett D. Fulk?
Mr. Fulk’s amended agreement introduces a limited gross-up payment. If change-in-control payments and related benefits trigger excise taxes under Sections 4999 or 280G, the bank will pay an additional cash amount designed to cover those excise taxes on his behalf.
How did ACNB (ACNB) change non-solicitation obligations for its executives?
Both amended agreements extend non-solicitation covenants. The executives are now restricted for two years after termination from soliciting customers or referral sources of ACNB Corporation, ACNB Bank, or their subsidiaries, compared with a prior six-month restriction period in earlier versions.
Did ACNB (ACNB) remove any provisions from Brett D. Fulk’s prior agreement?
Yes. Section 17 of Mr. Fulk’s earlier employment agreement, which provided for certain reductions in change-in-control payments, was deleted entirely. The rest of his agreement remains in effect as modified by the new change-in-control and non-solicitation provisions.
Filing Exhibits & Attachments
13 documentsPress Releases
- EX-99.1 EX-99.1 8.1 KB
- EX-99.2 EX-99.2 8.2 KB
- EX-991 ex991-firstamendmenttoam001.jpg 208.3 KB
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