ACNB Acnb Corp - 8-K

ITEM 5.02      Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On March 13, 2026, the Boards of Directors of ACNB Corporation (the “Corporation”) and ACNB Bank (the “Bank”), upon the recommendation of the Compensation Committee of the Boards of Directors of the Corporation and the Bank, granted the following Executive Officers of ACNB Corporation, all of whom are employed by ACNB Bank, awards of restricted stock (“Variable Equity Awards”) pursuant to the ACNB Bank Variable Compensation Plan and the ACNB Corporation 2018 Omnibus Stock Incentive Plan (the “Plans”). The form of ACNB Bank Variable Compensation Plan Restricted Stock Agreement for employees (the “Employee Award Agreement”) sets forth the material terms of a Variable Equity Award including the applicable time-based vesting terms, the treatment of unvested shares of restricted stock upon termination of employment, and the forfeiture restrictions in the event the recipient’s employment with ACNB Bank is terminated.

Name

Title

Shares of

Restricted Stock Awarded

James P. Helt

President & Chief Executive Officer

8,419.4313

Jason H. Weber

Executive Vice President/Treasurer & Chief Financial Officer

3,441.9647

Douglas A. Seibel

ACNB Bank Executive Vice President/Chief Lending Officer

3,131.9259

Laurie L. Laub

ACNB Bank Executive Vice President/Chief Credit Officer

3,277.5959

Brett D. Fulk

ACNB Bank Executive Vice President/Chief Strategy Officer

3,239.2934

Subject to earlier forfeiture or accelerated vesting under circumstances described in the Employee Award Agreement, one-third (1/3) of the recipient’s Variable Equity Award shall be 100% vested as of the date of grant, 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 Variable Equity Awards are subject to the terms of the Plans and the terms of each recipient’s Employee Award Agreement. The ACNB Bank Variable Compensation Plan, the ACNB Corporation 2018 Omnibus Stock Incentive Plan, and the form of Employee Award Agreement are filed herewith as Exhibits 99.1, 99.2, and 99.3, respectively, and incorporated herein by reference.

ITEM 9.01      Financial Statements and Exhibits

(d) Exhibits.

Exhibit Number      Description

99.1      ACNB Bank Variable Compensation Plan effective January 1, 2014, as amended. (Incorporated by reference to Exhibit 10.16 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2021, filed with the Commission on March 14, 2022.)

99.2      ACNB Corporation 2018 Omnibus Stock Incentive Plan. (Incorporated by reference to Exhibit A of the Registrant’s Proxy Statement on Schedule 14A, filed with the Commission on March 27, 2018.)

99.3      Form of ACNB Bank Variable Compensation Plan Restricted Stock Agreement for Employees dated as of March 13, 2026

104    Cover Page Interactive Data File (embedded within the Inline XBRL document).