Hayes Kevin J 4

What Happened

• Kevin J. Hayes, Senior Vice President, Secretary and General Counsel of ACNB Corp (ACNB), was granted a Variable Equity Award of 1,694.313 restricted shares on March 13, 2026 (award code A) valued at $46.42/share (total ≈ $78,650). To cover tax withholding (code F), 192.248 shares were withheld by the issuer (value ≈ $8,924). The executive did not sell the withheld shares; they were retained by the company to satisfy the tax obligation.

Key Details

• Transaction date(s) and price(s): Grant on 2026-03-13 at $46.42/share (gross award 1,694.313 shares); tax withholding 192.248 shares at $46.42/share.
• Net shares received by the insider (gross minus withheld): 1,502.065 shares (approximate).
• Shares owned after transaction: Not disclosed in this filing.
• Footnotes of note:
  • F2: This is a Variable Equity Award granted as restricted stock under the ACNB Bank Variable Compensation Plan and the ACNB Corporation 2018 Omnibus Stock Incentive Plan. One‑third vested immediately (3/13/2026); the next one‑third vests 1/1/2027; final one‑third vests 1/1/2028.
  • F3: The 192.248 shares were withheld by the issuer to pay the tax liability on the vested portion; no shares were sold on the open market.
  • F1: Execution date determined under SEC Rule 16a‑3(g)(2) and (g)(4).
• Filing timeliness: Report filed 2026-03-17 reporting a 2026-03-13 transaction; no late filing is indicated in the document.

Context

• This was a restricted stock award (compensation), not an open‑market purchase or sale — such grants are routine parts of executive pay and do not necessarily indicate the insider is buying or selling stock on personal conviction.
• The withholding was a tax‑covering action (not a sale) common when awards vest. The award vests in three equal tranches (one vested immediately; two future dates), so additional shares may vest on the listed future dates.