ACNB Insider Filing: Polli Boosts Direct Holdings to 35,337.62 Shares

Rhea-AI Filing Summary

John M. Polli, a director of ACNB Corporation, reported an acquisition of 250.948 shares of ACNB common stock executed on 09/15/2025 (deemed execution date 09/16/2025) at a price of $44.83 per share. After the transaction his beneficial ownership is reported as 35,337.6214 shares held directly. The filing states the shares include stock received as director compensation under the company’s director compensation plan and shares purchased via automatic dividend reinvestment under ACNB’s Dividend Reinvestment and Stock Purchase Plan, which are exempt from Section 16 reporting. The Form 4 was signed by Kevin J. Hayes as power of attorney on 09/17/2025.

Positive

• Director increased direct ownership to 35,337.6214 shares, signalling alignment with shareholders
• Transaction disclosed promptly on Form 4 with execution and reporting dates and POA signature
• Shares include director compensation, which aligns board incentives with shareholder value

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Director purchase increases insider alignment with shareholders; transaction appears routine and disclosed properly.

The report documents a director receiving shares through compensation and DRIP purchases, increasing his direct beneficial stake to 35,337.6214 shares. This is a standard disclosure under Section 16 and the filing notes compliance with Rule 16a-3 for execution dating. From a governance perspective, receipt of director compensation in stock typically aligns management and board interests with shareholders and the timely Form 4 filing (signed by POA) indicates procedural compliance. No derivative or other complex instruments were reported.

Securities Analyst

TL;DR: Small, routine insider acquisition; not materially impactful to capital structure or valuation based on disclosed amounts.

The transaction shows a 250.948-share acquisition at $44.83 per share, which is explicitly linked to director compensation and dividend reinvestment activity. The filing provides the resulting direct ownership figure but contains no information on percentage ownership, total outstanding shares, or changes in holdings beyond this line item. Without those figures, the market impact and magnitude relative to float cannot be determined from this filing alone.

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

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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^*

Polli John M.

(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		250.948(2)	A	$44.83	35,337.6214(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:

	Kevin J. Hayes as POA for John M. Polli	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 did ACNB director John M. Polli report on Form 4 (ACNB)?

The Form 4 reports an acquisition of 250.948 shares of ACNB common stock on 09/15/2025 at $44.83 per share, increasing his direct beneficial ownership to 35,337.6214 shares.

Why were some shares exempt from Section 16 reporting in the ACNB Form 4?

The filing states that shares purchased through the ACNB Dividend Reinvestment and Stock Purchase Plan are exempt from Section 16 reporting.

Were the shares received as compensation or purchased by John M. Polli?

The filing explains the shares represent stock received as director compensation and include shares acquired via automatic dividend reinvestment.

Who signed the Form 4 for John M. Polli and when?

The Form 4 was signed by Kevin J. Hayes as power of attorney for John M. Polli on 09/17/2025.

Does the Form 4 report any derivative securities for John M. Polli?

No. Table II for derivative securities contains no reported transactions in this filing.