Current Report · Items 5.02, 9.01 · 8-K

ACNB Corporation

ACNBNASDAQEQUITYCurrent

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

Filed Feb 20, 2026Accepted Feb 20, 2026, 9:11 AM ESTCIK 715579Accession 0001628280-26-010034

Company context

ACNB Corporation, headquartered in Gettysburg, PA, is the $3.26 billion financial holding company for the wholly-owned subsidiaries of ACNB Bank, Gettysburg, PA, and ACNB Insurance Services, Inc., Westminster, MD. Originally founded in 1857, ACNB Bank serves its marketplace with banking and wealth management services, including trust and retail brokerage, via a network of 35 community banking offices and two loan offices located in the Pennsylvania counties of Adams, Cumberland, Franklin, Lancaster and York and the Maryland counties of Baltimore, Carroll and Frederick. ACNB Insurance Services, Inc. is a full-service insurance agency with licenses in 46 states. The agency offers a broad range of property, casualty, health, life and disability insurance serving personal and commercial clients through office locations in Westminster and Jarrettsville, MD, and Gettysburg, PA. For more information regarding ACNB Corporation and its subsidiaries, please visit investor.acnb.com.

Current securities

ACNBNASDAQ · EQUITY · Current

Recent company filings

Disclosure sections

Items 5.02, 9.01

Select an item to read the extracted section. The as-filed document remains the primary evidence.

Item 5.02Item 5.02 - Departure/Election of Directors

ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers On February 19, 2026, ACNB Corporation (the “Corporation”) and ACNB Bank, the Corporation’s wholly-owned subsidiary (the “Bank”) entered into amendments to the Amended and Restated Employment Agreement of Jason H. Weber, Executive Vice President/Treasurer and Chief Financial Officer of the Corporation and Bank dated as of October 5, 2022, and the Employment Agreement of Brett D. Fulk, Executive Vice President - Chief Strategy Officer of the Corporation and Bank dated as of September 6, 2022. Each amendment amends and restates Section 7 of each employment agreement in their entirety which relates to the executive’s rights in the event of a change in control and increases the amount payable to the executive under certain circumstances following a change in control. If the executive’s employment is terminated by the Corporation without cause or he experiences an involuntary separation of service within two (2) years after a “change in control” (as defined in the employment agreement) or he voluntarily terminates employment for good reason within one (1) year after a change in control, then the executive shall be entitled to receive a multiple of his “agreed compensation” (as defined in the employment agreement), and continuation of all life, disability, medical insurance, and other normal health and welfare benefits for two (2) years. The amendments increase the multiple of each executive’s agreed compensation from 2.0 to 2.99 times of his agreed compensation. In addition, Section 7 of Mr. Fulk’s employment agreement was modified to provide for a limited gross up in the event that the payments made after a change in control when added to all other amounts or benefits provided to or on behalf of the executive in connection with his termination of employment would result in an excise tax under Section 4999 or under Section 280G of the Internal Revenue Code rather than a reduction. Also, Section 17 of Mr. Fulk’s employment agreement which provided certain change in control payment reductions was eliminated in its entirety. Finally, each agreement increases certain non-solicitation provisions from six (6) months to two (2) years following termination of employment. Other than the modifications set forth above, there were no other changes to the employment agreements. The description above is only a summary of the material terms of the amendments to the employment agreements and is not intended to be a full description of the amendments. The amendments to the employment agreements are attached hereto as Exhibits 99.1 and 99.2 and are incorporated herein by reference.

Filed exhibits (2)

EX-99.1 (by filename) ex991-firstamendmenttoam.htm

EX-99.1 2 ex991-firstamendmenttoam.htm EX-99.1 ex991-firstamendmenttoam Ex. 99.1 FIRST AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS FIRST AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“First Amendment”) is made this 19th day of February, 2026, by and among ACNB CORPORATION, a Pennsylvania business corporation (the “Corporation”), ACNB BANK, a state-chartered bank (the “Bank”) and JASON H. WEBER, an adult individual (“Executive”) residing in Pennsylvania. WITNESSETH: WHEREAS, the Corporation, the Bank and the Executive entered into an Amended and Restated Employment Agreement dated October 5, 2022 (the “Agreement”); WHEREAS, Executive has been employed by Corporation and Bank as of Chief Financial Officer; and WHEREAS, the parties desire to amend the Agreement as described herein. AGREEMENT: NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows: 1. Section 7 of the Agreement is hereby amended and restated in full and in its entirety to read as …

Open exhibit ↗

EX-99.2 (by filename) ex992-firstamendmenttoem.htm

EX-99.2 3 ex992-firstamendmenttoem.htm EX-99.2 ex992-firstamendmenttoem Ex. 99.2 FIRST AMENDMENT TO EMPLOYMENT AGREEMENT THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (“First Amendment”) is made this 19th day of February, 2026 by and among ACNB CORPORATION, a Pennsylvania business corporation (the “Corporation”), ACNB BANK, a state-chartered bank (the “Bank”) and BRETT D. FULK, an adult individual (“Executive”) residing in Pennsylvania. WITNESSETH: WHEREAS, the Corporation, the Bank and the Executive entered into an Employment Agreement dated September 6, 2022 (the “Agreement”); WHEREAS, Executive has been employed by Corporation and Bank as of Executive Vice President-Chief Strategy Officer; and WHEREAS, the parties desire to amend the Agreement as described herein. AGREEMENT: NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows: 1. Section 7 of the Agreement is hereby amended and restated in full and in its entirety to read as follows: 7. Rights in Event of Terminat…