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ACNB Director Potts Reports 175.66 Shares as Compensation

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Daniel W. Potts, a director of ACNB Corporation (ACNB), reported an acquisition of common stock. On 09/15/2025 (execution deemed 09/16/2025) he received 175.6636 shares at a price of $44.83 per share as director compensation under the company’s director compensation plan. After the reported transaction his beneficial ownership is 9,547.7469 shares. The filing notes some additional shares from automatic dividend reinvestment that are exempt from Section 16 reporting. The form was signed by a power of attorney on 09/17/2025.

Positive

  • None.

Negative

  • None.

Insights

TL;DR: A routine director compensation share issuance increased insider ownership modestly; not material to company valuation.

The Form 4 discloses a director receipt of 175.6636 shares at $44.83 as compensation, raising beneficial ownership to 9,547.7469 shares. This appears to be standard non-cash director compensation rather than an opportunistic open-market purchase, and the filing also highlights dividend reinvestment activity that is exempt from Section 16 reporting. For investors, this signals continued alignment of a director with shareholder outcomes but does not represent a material change to outstanding shares or control.

TL;DR: Governance norms followed; disclosure shows compensation and dividend reinvestment, with POA signature documented.

The report documents compensation-paid equity issuance under a director plan and clarifies exempt dividend reinvestment purchases. The use of a power of attorney to sign the Form 4 is disclosed and dated 09/17/2025. There are no indications of unusual timing, derivative transactions, or accelerated stock-based compensation in this filing. From a governance perspective, this is a routine disclosure consistent with Section 16 requirements.

Insider Potts Daniel W
Role Director
Type Security Shares Price Value
Grant/Award ACNB Corporation Common 175.664 $44.83 $8K
Holdings After Transaction: ACNB Corporation Common — 9,547.747 shares (Direct)
Footnotes (1)
  1. The date of execution was determined in accordance with SEC Rule 16a-3(g)(2) and (g)(4). The shares represent stock received as compensation for service as a director pursuant to a director compensation plan. 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.
Form 4 Insider Transactions: What Each Field Means →
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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
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*
Potts Daniel W
(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 9,547.7469(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 Daniel W. Potts 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.

Source: View Original Filing on SEC EDGAR

FAQ

What did Daniel W. Potts report on the ACNB (ACNB) Form 4?

He reported receipt of 175.6636 shares of ACNB common stock as director compensation, with a reported price of $44.83 and beneficial ownership of 9,547.7469 shares after the transaction.

When was the transaction executed and reported?

The transaction date is 09/15/2025 with a deemed execution date of 09/16/2025, and the Form 4 was signed by a POA on 09/17/2025.

Were these shares purchased on the open market?

No; the filing states the shares were received as director compensation and additional shares resulted from automatic dividend reinvestment, not open-market purchases.

Does the filing show any derivative transactions or option exercises?

No. Table II (derivative securities) shows no reported derivative transactions in this filing.

Is any portion of the reported ownership exempt from Section 16 reporting?

Yes. The filing explains that shares purchased through the ACNB Dividend Reinvestment and Stock Purchase Plan are exempt from Section 16 reporting and are included in the total beneficial ownership figure.