UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

______________

Date of Report (Date of earliest event reported): March 1213, 2026

ACNB Corporation

(Exact name of Registrant as specified in its charter)

Pennsylvania

1-35015

23-2233457

(State or other

jurisdiction of

incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)


16 Lincoln Square, Gettysburg, PA						17325
(Address of principal executive offices)						(Zip Code)


			717.334.3161
(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Securities registered pursuant to Section 12(b) of the Act:


Title Of Each Class	Trading Symbol(s)	Name Of Each Exchange On Which Registered
Common Stock, $2.50 par value per share	ACNB	The NASDAQ Stock Market, LLC

CURRENT REPORT ON FORM 8-K

ITEM 15.0102 ~~Entry~~Departure ~~Into~~of aDirectors ~~Material~~or ~~Definitive~~Certain ~~Agreement~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On March 1213, 2026, the Boards of Directors of ACNB Corporation (the ~~"Company"~~“Corporation”), ~~entered~~and ~~into~~ACNB ~~Subordinated~~Bank ~~Note Purchase Agreements~~ (the ~~"Purchase Agreements"~~“Bank”), ~~with~~upon ~~certain~~the ~~institutional~~recommendation ~~accredited~~of ~~investors~~the ~~and~~Compensation ~~qualified~~Committee ~~institutional~~of ~~buyers (~~the ~~"Purchasers")~~Boards ~~pursuant~~of toDirectors ~~which~~of the ~~Company~~Corporation ~~sold~~ and ~~issued~~the ~~$15~~Bank,~~000,000~~ ingranted ~~aggregate~~the ~~principal~~following ~~amount~~Executive Officers of ~~its~~ACNB ~~5.875%~~Corporation, ~~fixed-to-floating~~all ~~rate~~of ~~subordinated~~whom ~~notes~~are ~~due~~employed ~~March~~by 15ACNB Bank, ~~2036~~awards ~~(the~~of ~~"Notes").~~restricted ~~The~~stock ~~Notes~~(“Variable ~~were~~Equity ~~issued~~Awards”) bypursuant ~~the Company~~ to the ~~Purchasers~~ACNB atBank aVariable ~~price~~Compensation ~~equal~~Plan toand ~~100%~~the ofACNB ~~their~~Corporation ~~face~~2018 ~~value.~~Omnibus ~~The~~Stock ~~Purchase~~Incentive ~~Agreements~~Plan ~~contain~~(the ~~certain~~“Plans”). ~~customary~~The ~~representations,~~form ~~warranties~~of ~~and~~ACNB ~~covenants~~Bank ~~made~~Variable byCompensation ~~the~~Plan ~~Company,~~Restricted onStock ~~the~~Agreement ~~one~~for ~~hand,~~employees ~~and~~ (the ~~Purchasers,~~“Employee ~~severally~~Award ~~and~~Agreement”) ~~not~~sets ~~jointly,~~forth on the ~~other~~material ~~hand.~~terms ~~The~~of ~~Notes~~a ~~were~~Variable ~~offered~~Equity ~~and~~Award ~~sold~~including inthe aapplicable ~~private~~time-based ~~placement~~vesting interms, ~~reliance~~the ontreatment ~~exemptions~~of ~~from~~unvested ~~registration~~shares ~~provided~~of byrestricted ~~Section~~stock ~~4(a)(2)~~upon termination of ~~the~~employment, ~~Securities~~and ~~Act~~the offorfeiture ~~1933,~~restrictions asin ~~amended (~~the ~~"Securities~~event ~~Act"),~~the ~~and~~recipient’s ~~Rule~~employment ~~506~~with ofACNB ~~Regulation~~Bank Dis ~~thereunder~~terminated.

The Company intends to use the net proceeds from the sale of Notes for general corporate purposes, which may include the redemption of all or a portion of its currently outstanding 4.00% Fixed-to-Floating Rate Subordinated Notes due March 31, 2031. The Notes are intended to qualify at the holding company level as Tier 2 capital under the capital guidelines of the Federal Reserve Board.


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

~~The~~Subject ~~Notes,~~to ~~which~~earlier ~~mature~~forfeiture onor ~~March~~accelerated ~~15,~~vesting ~~2036,~~under ~~bear~~circumstances ~~interest~~described atin ~~a fixed annual rate of 5.875% for~~ the ~~period~~Employee upAward toAgreement, ~~but~~one-third ~~excluding, March 15, 2031~~ (~~the "Fixed Interest Rate Period"~~1/3). ~~From~~of ~~and~~the ~~including~~recipient’s ~~March~~Variable ~~15,~~Equity ~~2031~~Award ~~until~~shall ~~maturity~~be or100% ~~redemption~~vested ~~(the~~as ~~"Floating~~of ~~Interest Rate Period"),~~ the ~~interest~~date ~~rate~~of ~~will adjust to a floating rate equal to a benchmark rate~~grant, ~~which~~with ~~is expected to be~~ the ~~then-current~~next ~~Three~~one-~~Month~~third ~~Term~~(1/3) ~~SOFR,~~100% ~~plus~~vested ~~245~~as ~~basis~~of ~~points.~~January ~~The~~1, ~~Company~~2027, ~~will pay interest in arrears semi-annually during the Fixed Interest Rate Period~~ and ~~quarterly during~~ the ~~Floating~~final ~~Interest~~one-third ~~Rate~~(1/3) ~~Period.~~100% ~~The~~vested ~~Notes~~as ~~constitute unsecured and subordinated obligations~~ of ~~the~~January ~~Company and rank junior in right of payment to any senior indebtedness and obligations to general and secured creditors. Subject to limited exceptions~~1, ~~the Company cannot redeem the Notes before March 15, 2031~~2028.

The ~~foregoing~~Variable ~~description~~Equity ofAwards ~~the~~are ~~Purchase~~subject ~~Agreements~~to ~~and~~the terms of the ~~Notes~~Plans ~~does~~and ~~not~~the ~~purport~~terms toof beeach ~~complete~~recipient’s ~~and~~Employee isAward ~~qualified~~Agreement. inThe ~~its~~ACNB ~~entirety~~Bank byVariable ~~reference~~Compensation toPlan, the ~~form~~ACNB ofCorporation ~~the~~2018 ~~Purchase~~Omnibus ~~Agreements~~Stock Incentive Plan, and the form of ~~the~~Employee ~~Notes,~~Award ~~which~~Agreement are filed herewith as Exhibits 1099.1, 99.2, and 499.13, respectively, ~~to this Current Report on Form 8-K~~ and ~~are~~ incorporated herein by reference ~~into this Item 1~~.~~01.~~

ITEM 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The information set forth under Item 1.01 above is incorporated by reference into this Item 2.03.

ITEM 7.01 Regulation FD Disclosure

In connection with the offering of the Notes described in Item 1.01, the Company provided certain investors with a slide deck that included information about the Company. A copy of the slide deck is attached as Exhibit 99.1 and is incorporated herein by reference. The information furnished pursuant to this item shall not be deemed "filed" for any purpose.

ITEM 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit Number Description

499.1 ~~Form~~ ACNB ~~of 5~~Bank Variable Compensation Plan effective January 1, 2014, as amended.~~875%~~ ~~Fixed-~~(Incorporated by reference to Exhibit 10.16 of the Registrant’s Annual Report on Form 10-~~Floating~~K ~~Rate~~for ~~Subordinated~~the ~~Note~~year ~~due~~ended December 31, 2021, filed with the Commission on March 1514, ~~2036~~2022.)

1099.~~1 Form~~2 ACNB ofCorporation ~~Subordinated~~2018 ~~Note~~Omnibus ~~Purchase~~Stock ~~Agreement~~Incentive 5Plan.~~875%~~ ~~Fixed-~~(Incorporated by reference to~~-Floating~~ ~~Rate~~Exhibit ~~Subordinated~~A ~~Note~~of ~~due~~the Registrant’s Proxy Statement on Schedule 14A, filed with the Commission on March 1527, ~~2036~~2018.)

99.~~1 Slide~~3 Form ~~Deck~~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).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned, thereunto duly authorized.

		ACNB CORPORATION (Registrant)
Dated:	March 1218, 2026	/s/ Kevin J. Hayes
		Kevin J. Hayes
		Senior Vice President/
		General Counsel, Secretary & Chief Governance Officer

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