Acnb Corp SEC Filings

ACNB CORP executive Jason H. Weber, EVP, Treasurer & CFO, reported a restricted stock award and related tax withholding. He received a grant of 3,441.9647 shares of ACNB Corporation Common at $46.42 per share, increasing his direct holdings to 11,536.3239 shares as of the initial entry.

One-third of this variable equity award is fully vested as of the grant date of March 13, 2026, with additional one-third portions vesting on January 1, 2027 and January 1, 2028. A separate entry shows 329.7404 shares withheld by ACNB to cover tax liabilities on the vested portion, leaving 11,206.5835 shares directly owned; these withheld shares were not sold on the open market.

ACNB CORP President & CEO James Helt received a stock award and had shares withheld for taxes. On March 13, 2026, he was granted 8,419.4313 shares of ACNB Corporation Common at $46.42 per share as a compensation-related award, increasing his direct holdings.

On the same date, 799.5653 shares were disposed through withholding by ACNB and/or ACNB Bank to cover tax liabilities on the vested portion of the award; the executive did not sell these shares. After these transactions, he directly owned 46,711.9842 shares. The award vests in three equal parts through January 1, 2028.

ACNB Corporation files its annual report describing a growing regional financial holding company centered in South‑central Pennsylvania and Northern Maryland. At December 31, 2025, ACNB Bank held $3.21 billion in assets, $2.33 billion in loans, $2.48 billion in deposits and $398.3 million in equity.

The company completed the acquisition of Traditions Bancorp, adding eight community offices (later consolidated to six) and now operates 33 banking offices plus two loan offices. ACNB also runs ACNB Insurance Services, a 46‑state property and casualty agency, and manages $444.8 million in trust assets.

Management highlights risks from interest rate changes, credit concentration in commercial real estate, economic conditions in its Pennsylvania and Maryland markets, regulatory demands, cybersecurity threats, and emerging AI‑related legal and operational challenges.

ACNB Corporation entered into subordinated note purchase agreements with institutional accredited investors and qualified institutional buyers to issue $15,000,000 of 5.875% fixed-to-floating rate subordinated notes due March 15, 2036. The notes were sold at 100% of face value in a private placement under Regulation D.

The notes pay a fixed 5.875% annual rate until March 15, 2031, then float at a benchmark rate expected to be Three-Month Term SOFR plus 245 basis points, with interest paid semi-annually during the fixed period and quarterly thereafter. ACNB intends to use net proceeds for general corporate purposes, which may include redeeming its outstanding 4.00% fixed-to-floating subordinated notes due March 31, 2031, and expects the new notes to qualify as Tier 2 capital at the holding company level.

ACNB Corporation plans to redeem all of its 4.00% Fixed-to-Floating Rate Subordinated Notes due March 31, 2031. These notes have an aggregate principal amount of $15,000,000 and will be redeemed on March 31, 2026 at 100% of principal plus accrued and unpaid interest.

The company intends to fund the redemption using excess cash on hand and may also issue new fixed-to-floating subordinated notes in an equal aggregate principal amount to replace the redeemed notes.

ACNB CORP insider Mark A. Westcott filed an "Exit" Form 4 indicating he is no longer subject to Section 16 reporting. The filing shows holdings of ACNB Corporation Common at zero shares following the reported status change. The footnote clarifies that this Form 4 is voluntarily filed solely to report the end of his Section 16 status.

ACNB Corporation updated change-in-control protections for two senior executives. The company and its banking subsidiary amended employment agreements for Chief Financial Officer Jason H. Weber and Executive Vice President–Chief Strategy Officer Brett D. Fulk.

Under the amendments, if either executive is terminated without cause or leaves for defined “good reason” after a change in control, he may receive a lump-sum cash payment equal to up to 2.99 times his agreed compensation, plus up to two years of continued health and welfare benefits. The multiple was increased from 2.0 times to 2.99 times agreed compensation.

For Mr. Fulk, the revised agreement adds a limited tax gross-up so that any excise tax under Sections 4999 or 280G of the Internal Revenue Code related to change-in-control payments is reimbursed, and removes a prior section that reduced certain change-in-control payments. Both executives also now face longer non-solicitation restrictions, extended from six months to two years after employment ends, while other terms of the agreements remain unchanged.

ACNB Corp senior executive Kevin J. Hayes reported a routine stock sale. On 02/03/2026, Hayes, who serves as SVP, Secretary and General Counsel, sold 750 shares of ACNB Corporation common stock in an open-market transaction at a price of $51.3029 per share.

After this sale, Hayes directly beneficially owns 2,631.9585 ACNB common shares. The filing reflects a single non-derivative transaction and shows no derivative securities activity.

ACNB Corporation announced that its Board of Directors approved and declared the regular quarterly cash dividend for the first quarter of 2026. The dividend is $0.38 per common share, payable on March 13, 2026 to shareholders of record as of February 27, 2026.