ACNB Form 4: Director stock compensation and DRIP boosts holdings

Rhea-AI Filing Summary

Scott L. Kelley, a director of ACNB Corporation (ACNB), reported a non-derivative purchase of company common stock executed on 09/15/2025 and reported on Form 4. The filing shows 175.6636 shares were acquired at $44.83 per share, and the reporting person now beneficially owns 27,028.7026 shares following the transaction. The filing states the shares were received as director compensation under the companys director compensation plan and that additional shares from the same transaction date reflect automatic reinvestment of dividends under ACNBs Dividend Reinvestment and Stock Purchase Plan (these DRIP shares are exempt from Section 16 reporting). The Form 4 was signed by a power of attorney on behalf of Scott L. Kelley on 09/17/2025.

Positive

• Director received equity compensation, aligning management with shareholder interests
• Participation in the Dividend Reinvestment and Stock Purchase Plan increases long-term ownership
• Filing discloses compliance details including execution date determination per SEC Rule 16a-3 and POA signature

Negative

• No negative items disclosed in this Form 4; transaction reflects routine compensation and DRIP activity

Insights

Securities Analyst

TL;DR: Director received a small equity grant and used DRIP; ownership increased modestly, routine disclosure with no new obligations.

The reported 175.6636-share acquisition at $44.83 appears to be compensation for board service rather than a market purchase, as noted in the filing. The aggregate beneficial ownership of 27,028.7026 shares reflects prior holdings plus newly issued and reinvested shares. This is a standard Section 16 disclosure showing executive alignment through compensation in stock and participation in the company DRIP. There is no evidence in the filing of derivative transactions, debt changes, or material shifts in control. Impact to investors is routine and informational.

Corporate Governance Expert

TL;DR: Routine director compensation and dividend reinvestment reported; disclosure follows SEC rules and clarifies exemption status of DRIP shares.

The filing documents compliance with Rule 16 reporting conventions, including a deemed execution date per SEC Rule 16a-3(g). Footnotes explicitly state the shares were issued as director compensation and that certain reinvested dividend shares are exempt from Section 16 reporting. The use of a power of attorney signature is noted and dated 09/17/2025. From a governance perspective, this is a standard, transparent reporting of equity-based compensation for a director with no adverse governance signals in the document.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Kelley Scott L

(Last) (First) (Middle)

16 LINCOLN SQUARE

(Street)

GETTYSBURG PA 17325

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ACNB CORP [ ACNB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/15/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
ACNB Corporation Common	09/15/2025	09/16/2025(1)	A		175.6636(2)	A	$44.83	27,028.7026(3)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The date of execution was determined in accordance with SEC Rule 16a-3(g)(2) and (g)(4).

2. The shares represent stock received as compensation for service as a director pursuant to a director compensation plan.

3. This amount includes shares of common stock purchased for the same transaction date through the automatic reinvestment of dividends under the ACNB Corporation Dividend Reinvestment and Stock Purchase Plan, which are exempt from the reporting requirements of Section 16 of the Securities Exchange Act of 1934.

Remarks:

	/s/ Kevin J. Hayes as POA for Scott L. Kelley	09/17/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What transaction did Scott L. Kelley report on Form 4 for ACNB (ACNB)?

The filing reports acquisition of 175.6636 shares of ACNB common stock, executed on 09/15/2025 at a price of $44.83 per share.

Why were the shares issued to Scott L. Kelley?

The Form 4 states the shares were received as compensation for service as a director pursuant to the company's director compensation plan.

How many shares does Scott L. Kelley beneficially own after the transaction?

Following the reported transaction, the Form 4 shows 27,028.7026 shares beneficially owned.

Were any shares exempt from Section 16 reporting?

Yes. The filing notes that additional shares from the same transaction date were purchased through automatic reinvestment of dividends under ACNB's DRIP, which are exempt from Section 16 reporting.

When was the Form 4 signed and by whom?

The Form 4 was signed on behalf of Scott L. Kelley by Kevin J. Hayes as power of attorney on 09/17/2025.