ACNB Insider Filing: Director Compensation Adds 250.95 Shares

Rhea-AI Filing Summary

James J. Lott, a director of ACNB Corporation (ACNB), reported a non-derivative purchase of 250.948 shares of ACNB common stock with a transaction date of 09/15/2025 and a deemed execution date of 09/16/2025. The reported price per share was $44.83. Following the transaction, Mr. Lott beneficially owned 18,290.1057 shares in total. The filing states the shares were received as director compensation under a director compensation plan and that the total includes shares acquired 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 POA on 09/17/2025.

Positive

• Director increased ownership by 250.948 shares through a purchase at $44.83, raising beneficial ownership to 18,290.1057 shares
• Acquisition tied to director compensation, indicating the transaction is a standard compensation-related grant rather than a sale
• Disclosure includes dividend reinvestment treatment, clarifying that some shares are exempt from Section 16 reporting

Negative

• None.

Insights

Securities Analyst

TL;DR: Routine director stock acquisition of 251 shares at $44.83 increases insider ownership modestly; no sales or material red flags.

The reported purchase of 250.948 shares is a routine insider acquisition tied to director compensation and dividend reinvestment. The transaction increases the director's beneficial stake to 18,290.1057 shares. Because the filing cites compensation and DRIP activity and shows no disposals or option exercises, this is a neutral, non-dilutive event that does not indicate a change in control or liquidity pressure.

Corporate Governance Expert

TL;DR: Compliance filing appears standard; execution date noted per Rule 16a-3 and transaction signed by POA.

The Form 4 documents a standard equity grant/compensation-related acquisition for a director and correctly references SEC Rule 16a-3(g) timing. Inclusion of shares from the Dividend Reinvestment and Stock Purchase Plan is disclosed as exempt from Section 16 reporting. The signature by a power of attorney is properly shown, and no governance issues or unusual arrangements are evident from the filing text.

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^*

Lott James J

(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)	P		250.948(2)	A	$44.83	18,290.1057(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 James J. Lott	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

How many ACNB shares did James J. Lott acquire in this Form 4?

The filing reports an acquisition of 250.948 shares of ACNB common stock.

What price per share was reported for the ACNB transaction?

The reported price for the transaction was $44.83 per share.

What is James J. Lott's total beneficial ownership after the reported transaction?

Following the transaction, the filing shows beneficial ownership of 18,290.1057 shares.

Why does the filing show a deemed execution date of 09/16/2025?

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

Were the shares received as compensation or purchased directly?

The filing explains the shares were received as compensation for service as a director under a director compensation plan; it also notes additional shares were acquired via dividend reinvestment.

Who signed the Form 4 and when was it signed?

The Form 4 was signed by Kevin J. Hayes as POA for James J. Lott on 09/17/2025.