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ACNB Corp (ACNB) awards stock to SVP Hayes, withholds shares for tax

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Form Type
4

Rhea-AI Filing Summary

ACNB CORP senior vice president, secretary and general counsel Kevin J. Hayes received a grant of 1,694.3128 shares of ACNB Corporation Common on March 13, 2026 at $46.42 per share as a variable equity award of restricted stock.

According to the award terms, one-third vested on the grant date, with additional one-third portions vesting on January 1, 2027 and January 1, 2028. On the same date, 192.248 shares were withheld by ACNB and/or ACNB Bank to cover tax liabilities, and were not sold in the market. Following these transactions, Hayes directly holds 4,134.0233 common shares.

Positive

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Negative

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Insights

Routine stock award with tax withholding; no open‑market trading.

Kevin J. Hayes, senior vice president and general counsel of ACNB CORP, received a variable equity award of 1,694.3128 restricted shares at $46.42 on March 13, 2026. This is compensation-related, not an open-market purchase.

The award vests in three equal tranches: one-third on the grant date, then on January 1, 2027 and January 1, 2028. A separate Form 4 entry shows 192.248 shares withheld to pay taxes, which the footnote clarifies were not sold but retained by the issuer for tax obligations.

After these entries, Hayes directly owns 4,134.0233 common shares. With no derivative positions reported and no open-market buying or selling, this filing mainly documents ongoing equity-based compensation rather than a signal-driven insider trade.

Insider Hayes Kevin J
Role SVP/Secretary & Gen. Counsel
Type Security Shares Price Value
Grant/Award ACNB Corporation Common 1,694.313 $46.42 $79K
Tax Withholding ACNB Corporation Common 192.248 $46.42 $9K
Holdings After Transaction: ACNB Corporation Common — 4,326.271 shares (Direct)
Footnotes (1)
  1. The date of execution was determined in accordance with SEC Rule 16a-3(g)(2) and (g)(4). One-third (1/3) of this Variable Equity Award, granted in the form of restricted stock under the ACNB Bank Variable Compensation Plan and pursuant to the ACNB Corporation 2018 Omnibus Stock Incentive Plan, is 100% vested as of the Grant Date of March 13, 2026, with the next one-third (1/3) 100% vested as of January 1, 2027, and the final one-third (1/3) 100% vested as of January 1, 2028 The shares disposed were withheld by the Issuer and/or its subsidiary ACNB Bank for payment of the tax liability by withholding of securities, on the first one-third (1/3) vested as of the Grant Date of March 13, 2026, in accordance with SEC Rule 16b-1. For clarification, the executive did not sell the shares.
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).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Hayes Kevin 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)
Director 10% Owner
X Officer (give title below) Other (specify below)
SVP/Secretary & Gen. Counsel
3. Date of Earliest Transaction (Month/Day/Year)
03/13/2026
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 03/13/2026 03/16/2026(1) A 1,694.3128(2) A $46.42 4,326.2713 D
ACNB Corporation Common 03/13/2026 03/16/2026(1) F 192.248(3) D $46.42 4,134.0233 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. One-third (1/3) of this Variable Equity Award, granted in the form of restricted stock under the ACNB Bank Variable Compensation Plan and pursuant to the ACNB Corporation 2018 Omnibus Stock Incentive Plan, is 100% vested as of the Grant Date of March 13, 2026, with the next one-third (1/3) 100% vested as of January 1, 2027, and the final one-third (1/3) 100% vested as of January 1, 2028
3. The shares disposed were withheld by the Issuer and/or its subsidiary ACNB Bank for payment of the tax liability by withholding of securities, on the first one-third (1/3) vested as of the Grant Date of March 13, 2026, in accordance with SEC Rule 16b-1. For clarification, the executive did not sell the shares.
Remarks:
/s/ Kevin J. Hayes 03/17/2026
** 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 ACNB (ACNB) executive Kevin J. Hayes report in this Form 4?

Kevin J. Hayes reported receiving a grant of 1,694.3128 restricted shares of ACNB Corporation Common at $46.42 per share. The filing also shows shares withheld to cover taxes and updates his direct ownership to 4,134.0233 shares.

Was there any open-market buying or selling by ACNB (ACNB) executive Kevin J. Hayes?

No, the Form 4 shows no open-market trades by Kevin J. Hayes. It records a stock award and a tax-withholding disposition, where 192.248 shares were withheld by ACNB and its bank subsidiary to pay tax liabilities, not sold into the market.

How is Kevin J. Hayes’ restricted stock award from ACNB (ACNB) structured?

The variable equity award of 1,694.3128 restricted shares vests in three equal parts. One-third vested on the March 13, 2026 grant date, with the next one-third vesting on January 1, 2027, and the final one-third on January 1, 2028.

How many ACNB (ACNB) shares does Kevin J. Hayes own after this Form 4?

After the reported transactions, Kevin J. Hayes directly owns 4,134.0233 shares of ACNB Corporation Common. This reflects the newly granted restricted stock, net of the 192.248 shares withheld by the issuer to satisfy tax obligations on the vested portion.

What does the tax-withholding entry mean in ACNB (ACNB) executive Hayes’ Form 4?

The tax-withholding entry (code F) shows 192.248 shares withheld by ACNB and/or ACNB Bank to pay Hayes’ tax liability on the vested award portion. A footnote clarifies these shares were withheld under SEC Rule 16b-1 and that the executive did not sell them.