tm261884-7_nonfiling - none

tm261884-7_nonfiling - none - 10.3942951s

TABLE OF CONTENTS

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN
PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the Appropriate Box:

☐

Preliminary Proxy Statement

☐

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒

Definitive Proxy Statement

☐

Definitive Additional Materials

☐

Soliciting Material Under Rule 14a-12

ACNB Corporation

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒

No fee required

☐

Fee paid previously with preliminary materials.

☐

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11

TABLE OF CONTENTS

March 30, 2026

Dear Fellow Shareholders of ACNB Corporation:

On behalf of the Board of Directors, I am pleased to inform you of our Annual Meeting of Shareholders to be held virtually via live webcast on Tuesday, May 5, 2026, at 1:00 p.m., prevailing time. You will be able to attend the annual meeting by visiting https://www.cstproxy.com/acnb/2026 and following the instructions on the enclosed proxy card. You will not be able to attend the annual meeting in person. Enclosed with the proxy statement is the notice of meeting, proxy card, ACNB Corporation’s 2025 Annual Review, and ACNB Corporation’s 2025 Annual Report on Form 10-K.

The principal business of the meeting is to elect four (4) Class 3 Directors to serve for terms of three (3) years and until their successors are elected and qualified; to conduct a non-binding vote on executive compensation; to approve and adopt an amendment to the Amended and Restated Articles of Incorporation to increase the authorized number of shares; to approve and adopt an amendment to the Amended and Restated Articles of Incorporation to authorize uncertified shares; to approve, adopt and ratify the ACNB Corporation Employee Stock Purchase Plan; to ratify the selection of Crowe LLP as ACNB Corporation’s independent registered public accounting firm; and, to transact any other business that is properly presented at the annual meeting. The notice of meeting and proxy statement accompanying this letter describe the specific business to be acted upon in more detail.

I urge you to vote as soon as possible by completing, signing and returning the enclosed proxy card in the envelope provided or to vote via the internet or telephone. Your prompt vote will save the Corporation expenses involved in further communications. Your vote is important. Voting by written proxy, internet or telephone will ensure your representation at the annual meeting.

Sincerely,

James P. Helt
President & Chief Executive Officer

TABLE OF CONTENTS

[This page intentionally left blank.]

TABLE OF CONTENTS

ACNB CORPORATION

NASDAQ TRADING SYMBOL: ACNB

acnb.com

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

AND

PROXY STATEMENT

2026

TABLE OF CONTENTS

	PAGE
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
GENERAL INFORMATION		1
VOTING PROCEDURES		2
GOVERNANCE OF THE CORPORATION		3
ELECTION OF DIRECTORS		8
SHARE OWNERSHIP		14
DIRECTOR COMPENSATION		16
COMPENSATION DISCUSSION & ANALYSIS		18
EXECUTIVE COMPENSATION		27
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL		33
PAY VERSUS PERFORMANCE TABLE		37
AUDIT COMMITTEE REPORT		41
PROPOSAL 3: AMENDMENT TO THE AMENDED AND RESTATED ARTICLES OF INCORPORATION TO INCREASE THE AUTHORIZED NUMBER OF SHARES OF COMMON STOCK		42
PROPOSAL 4: AMENDMENT TO AMENDED AND RESTATED ARTICLES OF INCORPORATION TO ADD NEW ARTICLE 13 TO AUTHORIZE UNCERTIFICATED SHARES		44
PROPOSAL 5: TO APPROVE, ADOPT AND RATIFY THE ACNB CORPORATION EMPLOYEE STOCK PURCHASE PLAN		45
INDEPENDENT AUDITORS		48
DELINQUENT SECTION 16(a) BENEFICIAL OWNERSHIP REPORTS		49
PROPOSALS		49
ADDITIONAL INFORMATION		51
OTHER MATTERS		51

Proxy Statement — Dated and to be mailed to shareholders on or about March 30, 2026.

TABLE OF CONTENTS

ACNB CORPORATION
16 LINCOLN SQUARE
P.O. BOX 3129
GETTYSBURG, PENNSYLVANIA 17325
(717) 334-3161

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 5, 2026

TO THE SHAREHOLDERS OF ACNB CORPORATION:

NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of ACNB Corporation will be held virtually via live webcast on Tuesday, May 5, 2026, at 1:00 p.m., prevailing time. You will be able to attend the ACNB special meeting by visiting https://www.cstproxy.com/acnb/2026 and following the instructions on the enclosed proxy card. The annual meeting is being held for the purpose of considering and voting upon the following matters:

To elect four (4) Class 3 Directors to serve for terms of three (3) years and until their successors are elected and qualified;

To conduct a non-binding vote on executive compensation;

To approve and adopt an amendment to the Amended and Restated Articles of Incorporation to increase the authorized number of shares of common stock from 20,000,0000 to 40,000,000;

To approve and adopt an amendment to the Amended and Restated Articles of Incorporation to authorized uncertificated shares;

To approve, adopt and ratify the ACNB Corporation Employee Stock Purchase Plan;

To ratify the selection of Crowe LLP as ACNB Corporation’s independent registered public accounting firm; and,

To transact such other business as may properly come before the 2026 Annual Meeting and any adjournment or postponement thereof.

Only those shareholders of record, at the close of business on March 9, 2026, are entitled to notice of and to vote at the meeting.

Please promptly sign the enclosed proxy card and return it in the enclosed postage-paid envelope or vote by internet or telephone. We cordially invite you to attend and participate in the meeting online. Your proxy is revocable and you may withdraw it at any time prior to it being voted. You may deliver notice of revocation or deliver a later dated proxy to the Secretary of the Corporation before the vote at the meeting.

The Corporation’s Board of Directors is distributing the proxy statement, proxy card, ACNB Corporation’s 2025 Annual Review, and ACNB Corporation’s 2025 Annual Report on Form 10-K on or about March 30, 2026.

BY ORDER OF THE BOARD OF DIRECTORS,

James P. Helt
President & Chief Executive Officer

Gettysburg, Pennsylvania
March 30, 2026

YOUR VOTE IS IMPORTANT.

PLEASE VOTE YOUR PROXY TODAY.

TABLE OF CONTENTS

[This page intentionally left blank.]

TABLE OF CONTENTS

PROXY STATEMENT

GENERAL INFORMATION

Date, Time and Place of the Annual Meeting

ACNB Corporation, a Pennsylvania business corporation and registered financial holding company, furnishes this proxy statement in connection with the solicitation by the Board of Directors of proxies to be voted at the Corporation’s Annual Meeting of Shareholders. The Annual Meeting of Shareholders will be held on Tuesday, May 5, 2026, at 1:00 p.m., prevailing time, virtually via live webcast. You will not be able to attend the meeting in person. Information about how you can attend and participate in the annual meeting is included in the proxy card accompanying this proxy statement. Included with this proxy statement is a copy of ACNB Corporation’s 2025 Annual Review and ACNB Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

The Corporation’s principal executive office is located at 16 Lincoln Square, Gettysburg, Pennsylvania 17325. The Corporation’s telephone number is (717) 334-3161. All inquiries regarding the annual meeting should be directed to the Secretary of ACNB Corporation at (717) 339-5161.

Description of ACNB Corporation

ACNB Corporation was formed in 1982 and became the holding company for the banking subsidiary in 1983. ACNB Corporation’s wholly-owned banking subsidiary is ACNB Bank, a Pennsylvania state-chartered bank and trust company, formerly Adams County National Bank. ACNB Bank operates in southcentral Pennsylvania and central Maryland. The Corporation’s primary activity consists of owning and supervising its banking subsidiary.

The Corporation also owns and supervises ACNB Insurance Services, Inc. as its insurance agency subsidiary.

We have not authorized anyone to provide you with information about the Corporation; therefore, you should rely only on the information contained in this document or on documents to which we refer you. Although we believe we have provided you with all the information helpful to you in your decision to vote, events may occur at ACNB Corporation subsequent to printing this proxy statement that might affect your decision or the value of your stock.

Internet Availability of Proxy Materials

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on May 5, 2026. The notice of meeting, proxy statement, proxy card, ACNB Corporation’s 2025 Annual Review, and ACNB Corporation’s 2025 Annual Report on Form 10-K are available at investor.acnb.com.

Virtual Meeting Information

We have decided to hold the Annual Meeting of Shareholders virtually due to declining attendance at our in person annual meetings of shareholders, and because the Board of Directors believes that the virtual format allows a greater number of shareholders to participate. As more fully described below, shareholders will have the opportunity to engage management by submitting questions at the Annual Meeting.

To participate in the virtual Annual Meeting, visit https://www.cstproxy.com/acnb/2026 and enter the 12-digit control number included on your proxy card that accompanied your proxy materials delivered to registered shareholders. You may log into the meeting platform beginning at 12:45 p.m., Eastern Time, on May 5, 2026. The live webcast will begin promptly at 1:00 p.m., Eastern Time. We encourage shareholders to access the website prior to the start of the meeting and to allow sufficient time to complete the online registration process.

Questions pertinent to meeting matters will be answered during the meeting, subject to time constraints. Shareholders should refer to the Rules of Procedure for the meeting that will be posted on the virtual meeting website for guidelines regarding the submission of questions, including certain topics and subject matter

TABLE OF CONTENTS

that we will consider inappropriate for purposes of the meeting. If you wish to submit a question during the meeting, you may log into https://www.cstproxy.com/acnb/2026 and enter your 12-digit control number from your proxy card. Once you are logged in, you should follow the prompts to submit a question.

Only registered shareholders with a valid 12-digit control number located on their proxy card will be able to log into the virtual meeting for purposes of submitting questions or voting shares. If you no longer have your control number or were not a registered shareholder on the record date, you may still enter the meeting as a guest in listen-only mode. However, if you attend the meeting as a guest, you will not have the ability to vote or submit questions.

If you encounter any technical difficulties with the virtual meeting platform, please use the telephone numbers listed on the meeting website prior to the start of the meeting and technicians will be available to assist you.

VOTING PROCEDURES

Solicitation and Voting of Proxies

The Board of Directors solicits this proxy for use at the Corporation’s 2026 Annual Meeting of Shareholders. The Corporation’s directors and officers and ACNB Bank employees may solicit proxies in person or by telephone, facsimile, email or other similar electronic means without additional compensation. The Corporation will pay the cost of preparing, assembling, printing, mailing and soliciting proxies and any additional material that the Corporation sends to its shareholders. The Corporation will make arrangements with brokerage firms and other custodians, nominees and fiduciaries to forward proxy solicitation materials to the beneficial owners of stock held by these entities, as well as will reimburse these third parties for their reasonable forwarding expenses. This proxy statement and the related proxy card are being distributed on or about March 30, 2026.

Shareholders of record at the close of business on March 9, 2026 (the annual meeting record date), are entitled to vote at the meeting. The Corporation’s records show that, as of the annual meeting record date, 10,353,502 shares of the Corporation’s common stock, par value $2.50 per share, were outstanding. On all matters to come before the annual meeting, shareholders may cast one (1) vote for each share held. Cumulative voting rights do not exist with respect to the election of directors.

You may vote your shares by completing and returning a written proxy card or voting by internet or telephone. Registered shareholders may also vote via the internet at the virtual meeting by logging in to the virtual meeting website with your 12-digit control number located on your proxy card. Submitting your voting instructions by returning a proxy card, internet or telephone will not affect your right to attend the virtual meeting and vote, if you later decide to attend.

If your shares are registered directly in your name with ACNB Corporation’s transfer agent, Continental Stock Transfer & Trust Company, you are considered, with respect to those shares, the shareholder of record, and these proxy materials are being sent directly to you by the Corporation. As the shareholder of record, you have the right to grant your voting proxy directly to the proxyholders or to vote at the meeting. The Corporation has provided a proxy card, as well as instructions to vote by internet or telephone, for your use. If you would like to submit questions or vote at the virtual meeting, please retain and use your 12-digit control number on the proxy card to log into the virtual meeting platform.

If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the beneficial owner of shares held in street name, and these proxy materials are being forwarded to you by your broker or nominee which is considered, with respect to those shares, the shareholder of record. As the beneficial owner, you have the right to direct your broker or nominee how to vote and you are also invited to attend the meeting following the instructions provided to you on your proxy card. However, because you are not the shareholder of record, you may not vote your street name shares or submit questions at the meeting, unless you obtain a proxy executed in your favor from the holder of record. Your broker or nominee has enclosed a voting instruction card for you to use in directing the broker or nominee how to vote your shares.

TABLE OF CONTENTS

By properly completing a proxy, you appoint Elizabeth F. Carson and Todd L. Herring as proxyholders to vote your shares, as indicated on the proxy card. Any signed proxy card or vote by internet or telephone not specifying to the contrary will be voted FOR:

Electing four (4) Class 3 Directors to serve for terms of three (3) years and until their successors are elected and qualified;

Approving the non-binding vote on executive compensation;

Approving and adopting an amendment to the Amended and Restated Articles of Incorporation to increase the authorized number of shares of common stock from 20,000,000 to 40,000,000;

Approving and adopting an amendment to the Amended and Restated Articles of Incorporation to authorize uncertificated shares;

Approving, adopting and ratifying the ACNB Corporation Employee Stock Purchase Plan; and,

Ratifying the selection of Crowe LLP as ACNB Corporation’s independent registered public accounting firm.

You may revoke your written proxy by delivering written notice of revocation to the Secretary of the Corporation, by executing a later dated proxy and giving written notice of the revocation, or by voting again by internet or telephone, at any time before the proxy is voted at the meeting. Proxyholders will vote shares represented by proxies on the accompanying proxy card, if properly signed and returned, or by internet or telephone in accordance with instructions from shareholders.

Although the Board of Directors knows of no other business to be presented, in the event that any other matters are properly brought before the meeting, any proxy given pursuant to this solicitation will be voted in accordance with the recommendations of the Board of Directors.

Quorum and Vote Required for Approval

As of the close of business on March 9, 2026, the Corporation had 10,353,502 shares of common stock, par value $2.50 per share, outstanding.

Under Pennsylvania law and ACNB Corporation’s Bylaws, the presence of a quorum is required for each matter to be acted upon at the meeting. A majority of the outstanding shares of common stock, represented in person or by proxy, constitutes a quorum. Votes withheld and abstentions are counted in determining the presence of a quorum for a particular matter. Broker non-votes are not considered present and voting on a particular matter as to which the broker withheld authority and, therefore, not counted as a vote cast on that matter. Each share is entitled to one (1) vote on all matters submitted to a vote of the shareholders. All matters to be voted upon by the shareholders require the affirmative vote of a majority of shares voted, in person or by proxy, at the annual meeting, except in cases where the vote of a greater number of shares is required by law or under ACNB Corporation’s Amended and Restated Articles of Incorporation or Bylaws. In the case of the election of directors, the candidates receiving the highest number of votes are elected. Shareholders are not entitled to cumulate votes for the election of directors.

If a quorum is present, approving the non-binding proposal on executive compensation and ratifying the independent registered public accounting firm for the year ending December 31, 2026 requires the affirmative “FOR” vote of a majority of all votes cast, in person or by proxy. Abstentions and broker non-votes are not deemed to constitute “votes cast” and, therefore, do not count either for or against the proposals.

If a quorum is present, the shareholders will elect the nominees for director receiving the highest number of “FOR” votes cast by those shareholders entitled to vote for the election of directors. The proxyholders will not cast votes for or against any director nominees when the broker withheld authority.

GOVERNANCE OF THE CORPORATION

Our Board of Directors believes that the purpose of corporate governance is to ensure that we maximize shareholder value in a manner consistent with legal requirements and the highest standards of

TABLE OF CONTENTS

integrity. The Board has adopted and adheres to corporate governance practices which the Board and executive management believe promote this purpose, are sound, and represent best practices. We continually review these governance practices, Pennsylvania law (the state in which we are incorporated), rules and listing standards of The Nasdaq Stock Market, Securities and Exchange Commission (SEC) regulations, as well as best practices suggested by recognized governance authorities. Currently, our Board of Directors has fourteen (14) members. Pursuant to the Corporation’s mandatory retirement requirements, Scott L. Kelley and Daniel W. Potts will retire at the annual meeting. Under the SEC and Nasdaq standards for independence, except for Messrs. Draganosky and Seibel, all non-employee directors and nominees meet the standards for independence. This constitutes more than a majority of our Board of Directors. Mr. Draganosky is not independent because he has entered into and received certain compensation and benefits from the Corporation related to a separation and non-competition agreement. Mr. Seibel is not independent because he is the brother of Douglas A. Seibel, Executive Vice President/Chief Lending & Revenue Officer of ACNB Bank. Only independent directors serve on our Audit Committee, Compensation Committee, and Nominating Committee.

Leadership Structure

The Corporation chooses to separate the roles of Chairman and President & Chief Executive Officer. The President & Chief Executive Officer is responsible for implementing the strategic direction of the Corporation, as determined by the Board of Directors, and for the day-to-day leadership and performance of the Corporation. The Chairman oversees the agenda for and presides over Board of Director meetings, as well as provides leadership to the Board and facilitates communication between the Board of Directors and executive management. The Corporation’s Chairman of the Board is considered independent under the SEC and Nasdaq standards for independence.

Risk Oversight

The Board of Directors has a role in overseeing the Corporation’s risks as a whole and at the committee level. The Audit Committee is primarily responsible for overseeing the risks the Corporation faces on behalf of the Board of Directors. In doing so, the Audit Committee works closely with the Corporation’s Chairman of the Board, President & Chief Executive Officer, and ACNB Bank’s Chief Risk Officer, as well as with other members of management with respect to matters relating to risk management. The Audit Committee receives reports on risk management and the processes in place to monitor and control such exposures. The Audit Committee may also receive updates, from time to time, between meetings from management relating to risk oversight matters. The Audit Committee provides updates on its risk management activities to the full Board of Directors via the committee’s meeting minutes. Further, members of management may make presentations on risk management to the full Board of Directors or another committee of the Board of Directors.

In addition to the Audit Committee, other committees of the Board of Directors consider the risks within their areas of responsibility. For example, the Compensation Committee considers the risks that may be implicated by the Corporation’s compensation practices. Also, the Executive Committee assesses the risks associated with the Corporation’s executive management succession plan. It is the role of the full Board of Directors, however, to consider the risks associated with the Corporation’s strategic plan and its implementation.

Director Independence

In determining each director’s and nominee’s independence, the Board of Directors considered loan transactions between ACNB Bank and the individuals, their family members, and businesses with which they are associated. The table below includes a description of other categories or types of transactions, relationships or arrangements considered by the Board (in addition to those listed above and those transactions set forth under “Transactions with Directors and Executive Officers” below) in reaching its determination that the directors are independent.

TABLE OF CONTENTS

Name	Independent	Other Transactions/ Relationships/Arrangements
Elizabeth F. Carson	Yes	None
Kimberly S. Chaney	Yes	None
Alexandra C. Chiaruttini	Yes	Utility payments made to Ms. Chiaruttini’s employer, The York Water Company.*
Frank Elsner, III	Yes	None
Todd L. Herring	Yes	None
Scott L. Kelley	Yes	Purchase of a camper from ACNB Bank that was acquired as a result of collection of loan collateral.**
James J. Lott	Yes	None
Donna M. Newell	Yes	None
John M. Polli	Yes	None
Daniel W. Potts	Yes	None
Alan J. Stock	Yes	None

Utility payments consisted of $6,233.95 in 2025. These utility payments were made on the basis of standard utility charges for water/sewer service provided to ACNB Bank office locations.

The purchase price was $15,711, and was determined to be fair market value based on third party valuation data.

In each case, the Board of Directors determined that none of the transactions impaired the independence of the director.

Directors of ACNB Corporation

The following table sets forth, as of March 9, 2026 (in alphabetical order), selected information about the Corporation’s directors and director nominees.

Name	Class of Director	Director Since	Age as of March 9, 2026
Elizabeth F. Carson	2	2025	69
Kimberly S. Chaney	3	2020	64
Alexandra C. Chiaruttini	1	2024	55
Eugene J. Draganosky, Vice Chair	1	2025	62
Frank Elsner, III	3	2002	65
James P. Helt	3	2017	59
Todd L. Herring, Vice Chair	1	2017	64
Scott L. Kelley(1)	3	2012	74
James J. Lott	1	2007	63
Donna M. Newell	2	2012	55
John M. Polli	3	2025	61
Daniel W. Potts(1)	3	2004	73
D. Arthur Seibel, Jr.	2	2017	67
Alan J. Stock, Chair of the Board	2	2005	68

(1)

Pursuant to the Corporation’s mandatory retirement requirements, Messrs. Kelley and Potts will retire at the annual meeting.

TABLE OF CONTENTS

Executive Officers of ACNB Corporation and Subsidiaries

The following table sets forth, as of March 9, 2026, selected information about the Executive Officers of the Corporation and its subsidiaries, each of whom is appointed by the Board of Directors and each of whom holds office at the Board’s discretion.

Name and Position	Position Held	Age as of March 9, 2026
James P. Helt
President & Chief Executive Officer of ACNB Corporation	2017-Present		59
Chief Executive Officer of ACNB Bank	2017-Present
President of ACNB Bank	2015-Present
Executive Vice President/Banking Services of ACNB Bank	2008-2015
Brett D. Fulk
Executive Vice President/Chief Strategy Officer(1)	2022-Present		57
Laurie A. Laub
Executive Vice President/Chief Credit Officer of ACNB Bank	2025-Present		60
Executive Vice President/Chief Credit & Operations Officer of ACNB Bank(2)	2016-2025
Douglas A. Seibel
Executive Vice President/Chief Lending Officer of ACNB Bank	2025-Present		65
Executive Vice President/Chief Revenue & Lending Officer of ACNB Bank(3)	2016-2025
Jason H. Weber
Executive Vice President/Treasurer & Chief Financial Officer of ACNB Corporation and ACNB Bank	2022-Present		51
Executive Vice President/Finance of ACNB Corporation and ACNB Bank(4)	2022
Emily E. Berwager
Senior Vice President/Chief Human Resources Officer of ACNB Bank	2025-Present		48
Senior Vice President/Human Resources Manager of ACNB Bank(5)	2020-2025
Andrew A. Bradley
Senior Vice President/Chief Risk Officer of ACNB Bank(6)	2023-Present		48
Kevin J. Hayes
Senior Vice President/General Counsel, Secretary, & Chief Governance Officer of ACNB Corporation and ACNB Bank	2023-Present		38
Senior Vice President/General Counsel of ACNB Bank(7)	2020-2023

(1)

Prior to joining ACNB Bank, Mr. Fulk served as President and Chief Executive Officer of Riverview Financial Corporation, Harrisburg, Pennsylvania, from 2015 to 2021.

(2)

Ms. Laub joined ACNB Bank in 2005.

(3)

Mr. Seibel joined ACNB Bank in 2008.

(4)

Prior to joining ACNB Corporation, Mr. Weber served as Executive Vice President and Chief Financial Officer for Atlantic Community Bankers Bank, Camp Hill, Pennsylvania, from June 2020. Prior to that, he served as director of corporate development and financial planning and analysis at Fulton Financial Corporation in Lancaster, Pennsylvania.

TABLE OF CONTENTS

(5)

Prior to joining ACNB Bank, Ms. Berwager served as Vice President of Talent and Culture at the Campbell Soup Company, formerly Snyder’s-Lance, Inc.

(6)

Prior to joining ACNB Bank, Mr. Bradley served as Executive Director with Cherry Bekaert, formerly Accume Partners, in Mechanicsburg Pennsylvania, since 2003.

(7)

Mr. Hayes joined ACNB Bank as General Counsel in 2015. Prior to joining ACNB Bank, Mr. Hayes was an associate attorney with the law firm of Mette, Evans & Woodside in Harrisburg, Pennsylvania.

Meetings and Committees of the Board of Directors

The Board of Directors of ACNB Corporation met thirteen (13) times during 2025. The Corporation maintains an Audit Committee (which is established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934), Executive Committee, Compensation Committee, and Nominating Committee. A total of twenty-eight (28) Board and committee meetings of the Corporation’s Board of Directors were held in 2025. During 2025, each of the directors attended at least 75% of the combined total number of meetings of the Corporation’s Board of Directors and the committees of which he or she was a member. The Board of Directors has a written attendance policy statement, which encourages and expects each director to attend the Annual Meeting of Shareholders. All directors attended the 2025 Annual Meeting of Shareholders. We expect that all the directors will attend the 2026 Annual Meeting of Shareholders.

Audit Committee. Members of the Audit Committee at December 31, 2025, were Kimberly S. Chaney, who served as Chair, Alexandra C. Chiaruttini, Todd L. Herring, James J. Lott, John M. Polli, Daniel W. Potts and Alan J. Stock. Each of these directors is “independent” as defined in the SEC and Nasdaq standards for independence. The principal duties of the Audit Committee, as set forth in its charter, include reviewing the Corporation’s financial reporting process and systems of internal accounting and financial controls; reviewing significant audit and accounting principles, policies and practices; reviewing performance of internal auditing procedures; overseeing risk management; and, recommending annually to the Board of Directors the engagement of an independent auditor. The Audit Committee has a charter, which is available under the Governance Documents section of the ACNB Corporation Investor Relations website at investor.acnb.com. The Audit Committee met five (5) times during 2025.

Executive Committee. Members of the Executive Committee at December 31, 2025, were Alan J. Stock, who served as Chair, Kimberly S. Chaney, James P. Helt, Todd L. Herring, Scott L. Kelley and D. Arthur Seibel, Jr. The principal duties of the Executive Committee are to act on behalf of the Board between meetings and to develop and maintain the corporate governance policies and framework. The Executive Committee has a charter, which is available under the Governance Documents section of the ACNB Corporation Investor Relations website at investor.acnb.com. The Executive Committee met four (4) times during 2025.

Compensation Committee. Members of the Compensation Committee at December 31, 2025, were Scott L. Kelley, who served as Chair, Elizabeth F. Carson, Alexandra C. Chiaruttini, Frank Elsner, III, Todd L. Herring, James J. Lott, Donna M. Newell and Alan J. Stock. Each of these directors is “independent” as defined in the SEC and Nasdaq standards for independence. The principal duties of the Compensation Committee include evaluating and recommending to the Board of Directors the executive officer and director compensation plans, policies and programs of the Corporation. The Compensation Committee has a charter, which is available under the Governance Documents section of the ACNB Corporation Investor Relations website at investor.acnb.com. The Compensation Committee met five (5) times during 2025.

Nominating Committee. Members of the Nominating Committee at December 31, 2025, were Donna M. Newell, who served as Chair, Todd L. Herring, James J. Lott, Daniel W. Potts, and Alan J. Stock. Each of these directors is “independent” as defined in the SEC and Nasdaq standards for independence. The principal duties of the Nominating Committee include identifying qualified individuals to serve on the Board and recommending nominees to the Board of Directors. The Nominating Committee has a charter, which is available under the Governance Documents section of the ACNB Corporation Investor Relations website at investor.acnb.com. The Nominating Committee met one (1) time during 2025.

Shareholder Communications

The Board of Directors has formal shareholder communications processes for the submission of shareholder proposals and nomination of directors, as described below. In addition, shareholders may

TABLE OF CONTENTS

contact any member of the Board personally, by telephone or by written correspondence including email. Written communications received by the Corporation from shareholders are shared with the full Board as deemed appropriate.

Submission of Shareholder Proposals and Other Nominations

In order for a shareholder proposal (other than director nominations) to be considered for inclusion in ACNB Corporation’s proxy statement for next year’s annual meeting, the written proposal must be received by the Corporation no later than November 30, 2026. Proposals may be sent to the Secretary of ACNB Corporation, at 16 Lincoln Square, P.O. Box 3129, Gettysburg, Pennsylvania 17325.

All proposals must comply with SEC regulations regarding the inclusion of shareholder proposals in company-sponsored proxy materials. If a shareholder proposal is submitted to the Corporation after November 30, 2026, it is considered untimely; and, although the proposal may be considered at the annual meeting, the Corporation is not obligated to include it in the 2027 proxy statement.

In addition to satisfying the foregoing requirements under ACNB Corporation’s Bylaws, to comply with the universal proxy rules, shareholders who intend to solicit proxies in support of director nominees other than the Corporation’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Securities Exchange Act of 1934, as amended, no later than March 6, 2027. However, if the date of the 2027 Annual Meeting is changed by more than thirty (30) calendar days from the anniversary date of the 2026 Annual Meeting, then notice must be provided by the later of sixty (60) calendar days prior to the date of the 2027 Annual Meeting or the tenth (10th) calendar day following the day on which public announcement of the date of the 2027 Annual Meeting is first made.

Employee Code of Ethics

Since May 1994, ACNB Bank, formerly Adams County National Bank, has had a Conflict of Interest/Code of Ethics. In 2003, as required by law and regulation, the Corporation’s Board of Directors adopted a Code of Ethics which is applicable to our directors, officers and employees, and which has been amended as necessary from time to time.

The Code of Ethics encourages individuals to report any conduct that they believe in good faith to be an actual or apparent violation of the Code of Ethics to ACNB Corporation’s Chief Governance Officer. The Code of Ethics is available under the Governance Documents section of the ACNB Corporation Investor Relations website at investor.acnb.com.

Anti-Hedging/Pledging Policy

Pursuant to the Corporation’s policy, directors and executive officers are prohibited from entering into hedging transactions that hedge or offset, or are designed to hedge or offset, any decrease in the market value of our equity securities. Further, directors and executive officers are prohibited from holding our equity securities in a margin account or pledging our equity securities as collateral for a loan.

Insider Trading Policies and Procedures

The Corporation maintains an Insider Trading Policy Statement that governs the purchase, sale, and/or other dispositions of its securities by directors, officers and employees. The Corporation believes that the Insider Trading Policy Statement is reasonably designed to promote compliance with insider trading laws, rules and regulations, and Nasdaq listing standards. The Insider Trading Policy Statement is available under the Governance Documents section of the ACNB Corporation Investor Relations website at investor.acnb.com.

ELECTION OF DIRECTORS

Nomination of Directors

The Corporation has a standing Nominating Committee with a charter. Recommendations to the Board of Directors as to the nominees for election as directors at the Annual Meeting of Shareholders are provided by the Nominating Committee. The Nominating Committee will consider shareholder-recommended

TABLE OF CONTENTS

nominees for director, and shareholders who desire to propose an individual for consideration by the Board of Directors as a nominee for director should submit a recommendation in writing to the Secretary of the Corporation in compliance with the requirements of Article II, Sections 202, 203 and 207(b), of the Corporation’s Bylaws. Any shareholder who intends to nominate a candidate for election to the Board of Directors must notify the Secretary of the Corporation in writing not less than fourteen (14) days prior to the date of any shareholder meeting called for the election of directors.

Qualification and Nomination of Directors

The Corporation’s Amended and Restated Articles of Incorporation authorize the number of directors to be not less than five (5) and not more than twenty-five (25). Further, the Corporation’s Amended and Restated Articles of Incorporation and Bylaws provide for three (3) classes of directors with staggered terms of office of three (3) years that expire at successive annual meetings. Pursuant to Article II, Section 207(b), of the Corporation’s Bylaws, no director or nominee shall stand for election, if as of the date of election, he or she shall have attained the age of seventy-two (72) years old. Currently, the number of directors is set at fourteen (14): Class 1 consists of four (4) directors, Class 2 consists of four (4) directors, and Class 3 consists of six (6) directors.

The Nominating Committee believes that a director nominee must have the following attributes/qualifications before being recommended as a nominee: stock ownership in the Corporation, the willingness to commit time, a commitment to independence, a commitment to the Corporation’s community, financial competence, a good reputation, integrity, good communication skills, and the willingness and ability to speak up for the interests of the Corporation. A director nominee shall also have expertise that strengthens the Board of Directors. When evaluating potential director nominees, the Nominating Committee considers the skills and expertise of the current Board members and seeks director nominees with knowledge, skills and abilities that enhance and complement—rather than duplicate—the experiences and skills already represented on the Board of Directors. Further, the Nominating Committee ensures director nominees complement the Corporation’s strategic vision and direction, a fundamental priority for the Board of Directors. The Nominating Committee follows the same process for evaluating shareholder-recommended nominees for director.

The Nominating Committee does not have a formal policy with respect to diversity; however, the Board and the Nominating Committee believe that it is essential that members of the Board of Directors represent diverse viewpoints and experience. In considering candidates for the Board, the Nominating Committee considers the entirety of each candidate’s credentials in the context of these standards.

Director Nominees

The Board of Directors nominated incumbent directors Kimberly S. Chaney, Frank Elsner, III, James P. Helt, and John M. Polli to serve as Class 3 Directors until the expiration of the term of the class or until their earlier death, resignation or removal from office.

The proxyholders intend to vote all proxies for the election of each of the nominees named below, unless you indicate that your vote should be withheld from any or all of them.

The Board of Directors proposes the following nominees for election as Class 3 Directors at the annual meeting:

Class 3 Director Nominees

Kimberly S. Chaney
Frank Elsner, III
James P. Helt
John M. Polli

The Board of Directors recommends that shareholders vote FOR the proposal to elect the nominees listed above.

TABLE OF CONTENTS

Information as to Nominees and Directors

Set forth below, as of March 9, 2026, are the principal occupations and certain other information regarding nominees for director and continuing directors including the experience, qualifications, attributes or skills that contribute to the nominee’s or director’s ability to oversee the management of the Corporation. Unless otherwise specified, all business experience is for the past five (5) years in the same or similar position. You will find information about their share ownership on pages 14 through 16.

	Class 3 Directors (to serve until 2029 if duly elected and qualified)
	Kimberly S. Chaney			Ms. Chaney, age 64, has been a member of both the Corporation’s and ACNB Bank’s Boards of Directors since January 2020 and serves as an audit committee financial expert. She has also been a member of the Board of Directors of ACNB Insurance Services, Inc. since May 2023. She was a director of Frederick County Bancorp, Inc. and Frederick County Bank from 2013 until 2020, and served as chair of these boards until 2020. Ms. Chaney has been a certified public accountant for over 30 years and retired in 2024 from her accounting practice Kimberly S. Chaney, CPA LLC, which specialized in financial services and consulting for small businesses located in Frederick, Maryland. She has formerly held senior management positions in several Frederick County companies in the construction, real estate and retail industries. Ms. Chaney’s significant experience in accounting, auditing, internal controls, and strategic planning, prior board experience, and knowledge of the Frederick County market support her membership on the Board.
	Frank Elsner, III			Mr. Elsner, age 65, has been a member of both the Corporation’s and ACNB Bank’s Boards of Directors since 2002. From 2013 until February 15, 2020, he served as Chair of the Board of the Corporation and ACNB Bank. Mr. Elsner also served as Vice Chair of both Boards of Directors from 2007 until 2013. He has been a member of the Board of Directors of ACNB Insurance Services, Inc., since 2012 and has served as Vice Chair of its Board since 2013. Mr. Elsner is Owner & Managing Director of ODT Global, LLC, a system integrator, distributor, and manufacturers’ sales representative firm specializing in product and material handling, labeling and packaging equipment solutions based in Hanover, Pennsylvania. He retired in 2012 as President, Chief Executive Officer & Treasurer of Elsner Engineering Works, Inc., an engineering and manufacturing company located in Hanover, Pennsylvania. Mr. Elsner has extensive management experience with a company that operates internationally, as well as strong skills in cross cultural communications, financial management, sales and marketing, and strategic planning.
	James P. Helt			Mr. Helt, age 59, is President & Chief Executive Officer of the Corporation and ACNB Bank. He has been a member of both the Corporation’s and ACNB Bank’s Boards of Directors since 2017 and 2015, respectively. He has also been a member of the Board of Directors of ACNB Insurance Services, Inc. since 2016 and has served as Chair of its Board since 2021. From 2008 until September 1, 2015, Mr. Helt served as Executive Vice President/Banking Services of ACNB Bank. Mr. Helt was named President of ACNB Bank effective September 1, 2015. As part of the Corporation’s and ACNB Bank’s long-term succession planning, he was appointed President & Chief Executive Officer of the Corporation and Chief Executive Officer of ACNB Bank effective May 5, 2017. Mr. Helt’s more than 35 years of experience in the financial services industry, including his time with the Corporation and ACNB Bank, provides him with unique insights into the Corporation’s challenges, strategic goals, and operations.

TABLE OF CONTENTS

	John M. Polli			Mr. Polli, age 61, has been a member of both the Corporation’s and ACNB Bank’s Boards of Directors since February 2025 and serves as an audit committee financial expert. He was a founding member of the boards of directors of Traditions Bank and Traditions Bancorp, Inc. since 2002. Mr. Polli is the CEO of Reliance Student Transportation, LLC, based in York, Pennsylvania. Mr. Polli has nearly 40 years of diverse business expertise, from serving as a public accountant, to owning, managing, and advising businesses in the transportation, real estate, and insurance industries. Mr. Polli’s strong financial and business acumen, extensive prior board service, and ties to the local community support his membership on the Corporation’s and ACNB Bank’s Boards of Directors.
	Class 2 Directors (to serve until 2027)
	Elizabeth F. Carson			Ms. Carson, age 69, has been a member of both the Corporation’s and ACNB Bank’s Boards of Directors since February 2025. Ms. Carson was the Lead Independent Director of Traditions Bancorp, Inc. and Traditions Bank since 2015. Ms. Carson’s career spanned over 30 years in a variety of leadership roles with community and regional banks, including Farmer’s Bank, Dauphin Deposit, Allfirst Bank, and M&T Bank. The scope of Ms. Carson’s responsibilities during that time encompassed a variety of management and leadership roles, ranging from managing human resources functions, to serving as regional leader for a broad network of branches and direct reports across multiple counties in Pennsylvania and Maryland. She retired in 2011 as a Senior Vice President, Retail Banking with M&T Bank. In addition to her extensive banking career, Ms. Carson has served as a board member for a variety of non-profit and community organizations. Ms. Carson’s diverse banking career, strong business development and senior leadership experience, and extensive prior board service, combine to enhance the perspective and strength of the Corporation’s and ACNB Bank’s Boards of Directors.
	Donna M. Newell			Ms. Newell, age 55, has been a member of both the Corporation’s and ACNB Bank’s Boards of Directors since 2012. She is President & Chief Executive Officer of NTM Engineering, Inc., a firm located in Dillsburg, Pennsylvania, that specializes in water resources and structural engineering as well as engineering course development and instruction. Ms. Newell brings her engineering, technology and business expertise to the Board.
	D. Arthur Seibel, Jr.			Mr. Seibel, age 67, has been a member of both the Corporation’s and ACNB Bank’s Boards of Directors since July 2017. He was a director of New Windsor Bancorp, Inc. and New Windsor State Bank from 2003 until 2017, and served as chairman of these boards from 2014 until 2017. Most recently, Mr. Seibel was Chief Operating Officer for Springdale Preparatory School in New Windsor, Maryland, until February 2020. From 2011 until 2014, he was Managing Director of CIC Switzerland, Ltd., the international sales operation of Cristal Inorganic Chemicals (CIC), located in Zug, Switzerland. He previously served as Chief Financial Officer of CIC, a manufacturing company with operations then in five countries and revenues of $2.0 billion, from 2007 to 2011, and began his career as a certified public accountant. Mr. Seibel’s broad experience in accounting, auditing, internal controls, and strategic planning, as well as knowledge of public companies and the community banking industry, support his membership on the Corporation’s and ACNB Bank’s Boards of Directors.

TABLE OF CONTENTS

	Alan J. Stock			Mr. Stock, age 68, Chair of the Board of the Corporation and ACNB Bank, has been a member of both the Corporation’s and ACNB Bank’s Boards of Directors since 2005. He served as Vice Chair of both Boards of Directors from 2013 until February 15, 2020, when he became Chairman of the Board of the Corporation and ACNB Bank. Mr. Stock has also been a member of the Board of Directors of ACNB Insurance Services, Inc., since February 25, 2020. He retired in November 2017 as Owner and President of Eicholtz Company, an office equipment and furniture dealership located in New Oxford, Pennsylvania. Mr. Stock has served on a number of boards of community and non-profit organizations, and is currently a member of the board of directors of the Hanover Hospital Foundation. Mr. Stock brings to the Board entrepreneurial experience spanning more than 40 years and strong financial and business acumen, as well as extensive knowledge of the Corporation’s market areas.
	Class 1 Directors (to serve until 2028)
	Alexandra C. Chiaruttini			Ms. Chiaruttini, age 55, has been a member of both the Corporation’s and ACNB Bank’s Boards of Directors since 2024. Since 2020, she has served as the Chief Administrative Officer and General Counsel for The York Water Company, a water and wastewater public utility company, headquartered in York, Pennsylvania. Prior to joining The York Water Company, Ms. Chiaruttini served as the Chief Counsel at the Pennsylvania Department of Environmental Protection, with a legal staff of over 100 engaged in litigation, enforcement, regulatory and policy matters. As Chief Counsel, Ms. Chiaruttini was lead legal advisor to the Commonwealth’s General Counsel on environmental issues, law and policy. Prior to serving as Chief Counsel, Ms. Chiaruttini spent over fifteen years in private sector law practice providing legal and transactional advice on environmental matters. Her extensive experience and leadership roles in regulatory compliance, risk management, public company operations, governance, and legal matters support her membership on the Corporation’s and ACNB Bank’s Boards of Directors.
	Eugene J. Draganosky			Mr. Draganosky, age 62, Second Vice Chair of the Board of the Corporation and ACNB Bank, has been a member of both the Corporation’s and ACNB Bank’s Boards of Directors since February 2025. He was CEO and Chair of the Board of Traditions Bancorp, Inc. and Traditions Bank headquartered in York, PA, until their acquisition by the Corporation and ACNB Bank, respectively. Prior to assuming his role as CEO of Traditions Bank in 2017, Mr. Draganosky was named Chief Credit Officer in 2008 and became a Director and President in 2015. Before joining Traditions Bank, Mr. Draganosky held leadership positions at a number of other community and regional banks including CoreStates, First Union, Commerce, Waypoint, and Sovereign banks. Mr. Draganosky also has an extensive record of past and current service on many boards and committees in the community. The Corporation benefits greatly from Mr. Draganosky’s nearly 40 years of experience in banking, lending, and leadership, as well as his personal and professional connections in the York County market.
	Todd L. Herring			Mr. Herring, age 64, First Vice Chair of the Board of the Corporation and ACNB Bank, has been a member of both the Corporation’s and ACNB Bank’s Boards of Directors since July 2017. He has served as Vice Chair of both Boards of Directors since May 26, 2020. Mr. Herring was a director of New Windsor Bancorp, Inc. and New Windsor State Bank from 2013 until 2017. Mr. Herring is a physical therapist and, since 2015, the Market Director for Pivot—Athletico Physical Therapy, a provider of physical therapy, occupational health, performance training, sports medicine and onsite work services, with

TABLE OF CONTENTS

				more than 900 clinics in over 24 states. He was Owner and President of Central Maryland Rehabilitation Services, Inc. (CMRS) from its inception in 2006 until its acquisition by Pivot—Athletico Physical Therapy, in 2015. CMRS had more than 120 employees and provided hospital, home health, assisted living facility based, and outpatient clinic rehabilitation services in Maryland. Since 1985, Mr. Herring also owns and manages numerous residential and commercial real estate partnerships. His professional and personal contacts in Carroll County, Maryland, and surrounding markets, experience in the operations and management of small businesses, knowledge of the Carroll County market, and prior board experience support his service on the Corporation’s and ACNB Bank’s Boards of Directors.
	James J. Lott			Mr. Lott, age 63, has been a member of both the Corporation’s and ACNB Bank’s Boards of Directors since 2007. He is President of Bonnie Brae Fruit Farms, Inc. located in Gardners, Pennsylvania. Mr. Lott offers extensive experience in agribusiness, a leading economic driver in the Corporation’s markets, and his business insight is leveraged to provide guidance in understanding this important segment of the local economy.

TABLE OF CONTENTS

SHARE OWNERSHIP

Principal Shareholders

The following table sets forth, as of December 31, 2025, to the best of the Board of Directors’ knowledge, the name and address of each person or entity who owns of record or who is known to be the beneficial owner of more than 5% of the Corporation’s outstanding common stock.

Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership		Percentage of Class
BlackRock, Inc. 50 Hudson Yards New York, NY 10001		608,716(1)		5.87%
FMR LLC 245 Summer Street Boston, MA 02210		595,463(2)		5.74%
The Vanguard Group 100 Vanguard Blvd Malvern, PA 19355		544,264(3)		5.25%

(1)

On its Form 13-F-HR filed with the SEC on February 12, 2026, for the period ending December 31, 2025, BlackRock, Inc. reported sole voting power with respect to 592,555 shares of the Corporation’s common stock and sole dispositive power with respect to 608,716 shares of the Corporation’s common stock.

(2)

On its Form 13-F-HR filed with the SEC on February 17, 2026, for the period ending December 31, 2025, FMR LLC reported shared voting power with respect to 595,320 shares of the Corporation’s common stock and shared dispositive power with respect to 595,463 shares of the Corporation’s common stock.

(3)

On its Form 13F-HR filed with the SEC on January 29, 2026, for the period ending December 31, 2025, The Vanguard Group reported shared voting power with respect to 67,614 shares of the Corporation’s common stock, sole dispositive power with respect to 472,838 shares of the Corporation’s common stock and shared dispositive power with respect to 3,812 shares of the Corporation’s common stock

Beneficial Ownership of Directors, Nominees and Executive Officers

The following table sets forth, as of December 31, 2025, unless otherwise noted, and from information received from the respective individuals, the amount and percentage of the common stock beneficially owned by each director, each nominee for director, each Named Executive Officer, and all directors, nominees and executive officers of the Corporation as a group. Unless otherwise noted, shares are held individually, and the percentage of class is less than 1% of the Corporation’s outstanding common stock.

Beneficial ownership of shares of ACNB Corporation common stock is determined in accordance with SEC Rule 13d-3, which provides that a person should be credited with the ownership of any stock held, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares:

•

Voting power, which includes the power to vote or to direct the voting of the stock; or,

•

Investment power, which includes the power to dispose or direct the disposition of the stock; or,

•

The right to acquire beneficial ownership within sixty (60) days after December 31, 2025.

Unless otherwise indicated in a footnote appearing below the table, all shares reported in the table below are owned directly and individually by the reporting person. The number of shares owned by the directors, nominees and Named Executive Officers is rounded to the whole share.

TABLE OF CONTENTS

Name of Individual or Identity of Group	Amount and Nature of Beneficial Ownership(1)		Percentage of Class
Class 1 Directors
Alexandra C. Chiaruttini		2,658		—
Eugene J. Draganosky		13,085(2)		—
Todd L. Herring		12,491(3)		—
James J. Lott		18,563(4)		—
Class 2 Directors
Elizabeth F. Carson		12,721(5)		—
Donna M. Newell		11,897(6)		—
D. Arthur Seibel, Jr.		18,729(7)		—
Alan J. Stock		87,529(8)		—
Class 3 Directors
Kimberly S. Chaney		9,580(9)		—
Frank Elsner, III		28,174(10)		—
James P. Helt		40,809(11)		—
Scott L. Kelley		27,778(12)		—
John M. Polli		35,556		—
Daniel W. Potts		9,755		—
Named Executive Officers
Brett D. Fulk		3,534		—
Executive Vice President/ Chief Strategy Officer of ACNB Bank
Laurie A. Laub		15,674		—
Executive Vice President/ Chief Credit & Operations Officer of ACNB Bank
Douglas A. Seibel		19,949(13)		—
Executive Vice President/ Chief Revenue & Lending Officer of ACNB Bank
Jason Weber		8,895		—
Executive Vice President/ Treasurer & Chief Financial Officer of ACNB Corporation and ACNB Bank
All Directors, Nominees and Executive Officers as a Group (14 Directors, 7 Executive Officers, 21 persons in total)		387,334		3.73%

(1)

The securities “beneficially owned” by an individual are determined in accordance with the definitions of “beneficial ownership” set forth in the General Rules and Regulations of the SEC and may include securities owned by or for the individual’s spouse and minor children and any other relative who has the same home, as well as securities to which the individual has or shares voting or investment power, or has the right to acquire beneficial ownership within sixty (60) days after December 31, 2025. Beneficial ownership may be disclaimed as to certain of the securities.

(2)

Figure includes 11,096 shares held solely by Mr. Draganosky; and, 1,990 shares held in his IRA.

TABLE OF CONTENTS

(3)

Figure includes 10,278 shares held solely by Mr. Herring; 1,052 shares owned individually by his spouse; and, 1,161 shares held in his spouse’s IRA.

(4)

Figure includes 8,487 shares held solely by Mr. Lott; 9,076 shares held jointly with Mr. Lott’s spouse; and, 1,000 shares held in his IRA.

(5)

Figure includes 652 shares held solely by Ms. Carson; and, 12,069 shares held jointly with Ms. Carson’s spouse.

(6)

Figure includes 8,136 shares held solely by Ms. Newell; 3,195 shares held jointly with Ms. Newell’s spouse; and 565 shares held in her IRA.

(7)

Figure includes 66 shares held solely by Mr. Seibel; and, 18,663 shares held in a trust for the benefit of Mr. Seibel.

(8)

Figure includes 76,629 shares held solely by Mr. Stock; and, 10,900 shares held in his IRA.

(9)

Figure includes 3,557 shares held solely by Ms. Chaney and 6,022 shares held jointly with Ms. Chaney’s spouse.

(10)

Figure includes 10,120 shares held solely by Mr. Elsner; 14,301 shares held jointly with Mr. Elsner’s spouse; and, 3,753 shares held in his IRA.

(11)

Figure includes 34,059 shares held solely by Mr. Helt; 2,715 shares held jointly with Mr. Helt’s spouse; and, 4,035 shares held in his IRA.

(12)

Figure includes 738 shares held solely by Mr. Kelley; 13,094 shares held jointly with Mr. Kelley’s spouse; and, 13,942 shares held in his IRA.

(13)

Figure includes 15,362 shares held solely by Mr. Seibel; 3,718 shares held jointly with Mr. Seibel’s spouse; and, 703 shares held in his IRA.

DIRECTOR COMPENSATION

Compensation of the Board of Directors of ACNB Corporation and Subsidiaries

Directors of the Corporation are compensated for their services as set forth below. Employee directors are not compensated for any services as a director including attendance at Board of Directors meetings or committee meetings. The Compensation Committee annually reviews and recommends to the Board of Directors the compensation levels and elements for non-employee directors. Since July 1, 2025, non-employee directors have been compensated by ACNB Bank for their services rendered to the Corporation and Bank as follows:

•

$45,000 annual retainer;

•

$860 per Board meeting;

•

$540 per committee meeting;

•

$6,450 annually for Audit Committee chair;

•

$6,450 annually for Compensation Committee chair;

•

$4,300 annually for Executive Committee chair;

•

$4,300 annually for Loan Committee chair;

•

$2,690 annually for Trust Committee chair;

•

$2,000 annually for Nominating Committee chair;

•

$37,625 annually for Chairman of the Board;

•

$10,750 annually for Vice Chairman of the Board;

•

$800 allowance for a half-day seminar plus expenses, if applicable, and $1,600 allowance for a full-day seminar plus expenses, if applicable; and,

•

$135 per hour for continuing education via online/webinar training, given preapproval.

TABLE OF CONTENTS

Beginning January 1, 2026, the Annual Board retainer increased to $55,000 and the Board meeting attended payment increased to $1,000.

Pursuant to a board approved plan, at the director’s election, 75% or 100% of each director’s annual retainer, as paid on a quarterly basis, is paid as ACNB Corporation common stock for services as a director under the 2018 Omnibus Stock Incentive Plan, as authorized by paragraph 13 thereof, allowing for payment of director fees in the form of stock awards. Payment of the equity portion of the retainer is paid on a quarterly basis, on the same date and price per share as determined under the Corporation’s Dividend Reinvestment Plan.

In addition, non-employee directors that serve on the board of directors of ACNB Insurance Services, Inc., are entitled to cash compensation of $800 per ACNB Insurance Services, Inc. board meeting attended. Beginning January 1, 2026, the ACNB Insurance Services, Inc. Board meeting attended payment increased to $900.

The following table summarizes the compensation of non-employee directors during 2025.

Name	Fees Earned or Paid in Cash ($)			Stock Awards ($)			Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)		All Other Compensation ($)(1)			Total ($)
Elizabeth F. Carson(2)		$	29,635		$	28,875		—		$	—		$	58,510
Kimberly S. Chaney		$	57,495(3)		$	31,500		—		$	479		$	89,474
Alexandra Chiaruttini		$	31,755		$	31,500		—		$	—		$	63,255
Eugene J. Draganosky(2)		$	50,285(3)		$	28,875		—		$	—		$	79,160
Frank Elsner, III		$	51,112(4)		$	31,500		—		$	755		$	83,367
Todd L. Herring		$	37,895		$	45,000		—		$	479		$	83,374
Scott L. Kelley		$	53,805(4)		$	31,500		—		$	2,207		$	87,512
James J. Lott		$	33,085		$	45,000		—		$	436		$	78,521
Donna M. Newell		$	24,535		$	45,000		—		$	436		$	69,971
John M. Polli(2)		$	16,460		$	41,250		—		$	—		$	57,710
Daniel W. Potts		$	39,805(4)		$	31,500		—		$	2,020		$	73,325
D. Arthur Seibel, Jr.		$	42,758		$	31,500		—		$	663		$	74,921
Alan J. Stock		$	77,940(4)		$	45,000		—		$	1,083		$	124,023

(1)

Represents the tax reportable imputed income attributed to the director supplemental life insurance plan.

(2)

Director joined in February 2025 in conjunction with the acquisition of Traditions Bancorp, Inc.

(3)

Includes $4,000 paid in 2025 for Board meetings of ACNB Insurance Services, Inc.

(4)

Includes $4,800 paid in 2025 for Board meetings of ACNB Insurance Services, Inc.

Director Deferred Fee Plan

In January 2001, ACNB Bank established a director deferred fee plan. Directors Chaney, Elsner, Herring, Lott, Newell, and Stock participated in 2025. Directors may defer up to 100% of the director’s income. Benefits are payable upon termination of service, change of control, and by specific participant election in accordance with IRS Code Section 409A. The deferred fees earn interest, and the interest and plan expenses are funded by bank-owned life insurance (BOLI).

Variable Compensation Plan

Effective January 1, 2018, the ACNB Bank Variable Compensation Plan was amended to allow directors to participate under the same terms as employees in order to better align the interests of the

TABLE OF CONTENTS

directors with the shareholders and to place similar restrictions, as placed upon employees who are granted restricted stock, on grants of shares from the 2018 Omnibus Stock Incentive Plan, any successor plan, or any similar plan under which equity awards may be granted and directors are eligible to participate. During 2025, no Variable Compensation Plan awards were granted to non-employee directors.

Director Supplemental Life Insurance Plan

ACNB Bank has a director supplemental life insurance plan. All non-employee directors are eligible for the life insurance benefit, subject to underwriting criteria and purchase of bank owned life insurance (BOLI) by the Bank. The plan currently insures nine (9) directors. The director life insurance benefit of $250,000 per participating director shall be provided unless the director separates from service prior to reaching the retirement age without at least nine (9) years of service, in which case the benefit is $100,000. This life insurance benefit is funded through a single premium BOLI program because BOLI is a more cost-efficient way of providing the benefits. The amount of death benefits is the amount set forth in the individual’s policy endorsement. The eligible participating directors are not required to pay any premiums on the life insurance policy, but have the imputed value of the insurance coverage included in their taxable incomes.

Long-Term Care Insurance

ACNB Bank offers long-term care insurance to directors, and eligibility is subject to medical underwriting acceptance. The plan currently insures eight (8) directors. The eligible participating directors are not required to pay any premiums. The long-term care insurance provides a monthly maximum base benefit of $4,000 for long-term care needs. The carrier closed the plan to new participants as of March 2024.

COMPENSATION DISCUSSION AND ANALYSIS

Introduction

In this section, we describe the objectives and elements of our compensation philosophy, policies and practices with respect to the compensation of each individual who served as our principal executive officer or principal financial officer during 2025, as well as our three most highly compensated executive officers (other than our principal executive officer and principal financial officer). References throughout this proxy statement to our “Named Executive Officers” or “NEOs” refer to each of the individuals named in the table below. Our NEOs for the fiscal year ended December 31, 2025 were:

•

James P. Helt, President and CEO of ACNB Corporation and ACNB Bank

•

Jason H. Weber, Executive Vice President/Treasurer & Chief Financial Officer of ACNB Corporation and ACNB Bank

•

Brett D. Fulk, Executive Vice President/Chief Strategy Officer of ACNB Bank

•

Laurie L. Laub, Executive Vice President/Chief Credit Officer of ACNB Bank

•

Douglas A. Seibel, Executive Vice President/Chief Lending Officer of ACNB Bank

Key 2025 Business and Financial Highlights

As reported in the Corporation’s Form 10-K for the year ended December 31, 2025, we are pleased to report:

•

Net income of $37.1 million, or $3.60 per diluted share, was earned for 2025, compared to net income of $31.8 million, or $3.78 per diluted share, for 2024.

•

Return on average shareholders’ equity of 9.44 percent for 2025 compared to 10.94 percent for 2024.

•

Return on average assets of 1.16%, compared to 1.31% for 2024.

•

Dividends declared and paid in 2025 increased by $0.12 per share to $1.38, from $1.26 in 2024.

In addition, the management team made significant progress on carrying out the Corporation’s strategic plan with the acquisition of Traditions Bancorp, Inc., which was announced in July 2024, and closed effective

TABLE OF CONTENTS

February 1, 2025. The Corporation believes that this acquisition will provide increased scale and an expanded product set to deliver to customers, which should drive long-term growth and profitability in future years, and therefore enhance long-term shareholder value. While the 2025 GAAP financial results were strong compared to 2024, it should also be noted that the Corporation incurred approximately $12.6 million in discrete merger expenses and the initial loan loss provision for non-purchased credit deteriorated loans incurred as a result of the acquisition and integration of Traditions Bancorp, Inc., net of the corresponding tax impact, in 2025 as a result of this strategic acquisition. In addition, in 2025 the Corporation completed a repositioning of the investment securities portfolio by selling $74.6 million in book value of available for sale investment securities for an after-tax loss of $2.8 million, and re-deploying the proceeds of this sale into higher yielding securities that the Corporation believes will contribute to its financial performance into the future. The Corporation believes it is appropriate to consider these discrete expenses incurred in furtherance of the execution of the Corporation’s strategic plan in conjunction with the 2025 financial results.

Determination of Executive Compensation

The Compensation Committee is charged with recommending to the Board of Directors of ACNB Corporation the compensation for all executive officers of ACNB Corporation and its subsidiaries. The Committee may form and delegate authority to subcommittees or delegate authority to management when appropriate, as well as retain or obtain the advice of a compensation consultant, legal counsel, or other adviser.

Compensation Objectives and Policies

The primary objective of the Corporation’s compensation philosophy remains to attract, motivate, reward and retain executives who will maintain the safety and soundness of the Corporation and its subsidiaries. In addition, the Corporation’s compensation philosophy aims to sustain and enhance long-term investor value, enforce internal controls deemed appropriate by our auditors and regulators, and execute the strategic plans as prioritized by the Board of Directors.

The Compensation Committee and the Board of Directors of the Corporation seek to establish fair compensation policies in order to attract, motivate, reward and retain competent executives whose efforts will enhance the Corporation’s profitability and growth without exposing the Corporation to undue risk. The Compensation Committee treats compensation as an evolving process depending on the strategic objectives of the Corporation, as determined by the Board of Directors at that time.

The Role of the Named Executive Officers in Setting Compensation

The Named Executive Officers do not participate in the determination process of their respective annual base salaries and are not present when their respective compensation is discussed by the Compensation Committee or discussed and approved by the Board of Directors.

Mr. Helt, as President & Chief Executive Officer of the Corporation and ACNB Bank, provides insight to the Compensation Committee on the performance and compensation of ACNB Bank’s executive officers including the other Named Executive Officers. He also assists in establishing performance goals and objectives for these executive officers.

The Compensation Process for the Named Executive Officers

	President & Chief Executive Officer of the Corporation and ACNB Bank			• Discusses the Named Executive Officers’ performance with the Compensation Committee and provides insight on merit compensation.
				• Is not present when his performance and compensation are discussed.
	Compensation Committee			• Reviews the performance of the President & Chief Executive Officer of the Corporation and the Bank in his absence.
				• Reports on the performance of the Named Executive Officers and recommends the compensation levels to the Board of Directors.

TABLE OF CONTENTS

Board of Directors

•

Without any Named Executive Officers participating or present, discusses the compensation levels of the Named Executive Officers and determines the levels of compensation.

SEC Form DEF 14A filed by ACNB Corporation