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Account
ACNB Corporation
ACNB
#7188
Rank
โน61.85 B
Marketcap
๐บ๐ธ
United States
Country
โน6,057
Share price
-1.38%
Change (1 day)
61.20%
Change (1 year)
๐ฆ Banks
๐ณ Financial services
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Annual Reports (10-K)
ACNB Corporation
Quarterly Reports (10-Q)
Financial Year FY2026 Q2
ACNB Corporation - 10-Q quarterly report FY2026 Q2
Text size:
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UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
10-Q
(Mark One)
☒
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended
June 30, 2026
OR
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______ to _______
Commission file number
1-35015
ACNB CORPORATION
(Exact name of Registrant as specified in its charter)
Pennsylvania
23-2233457
(State or other jurisdiction of
(I.R.S. Employer
incorporation or organization)
Identification No.)
16 Lincoln Square
,
Gettysburg
,
Pennsylvania
17325
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code:
(
717
)
334-3161
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol
Name of each exchange on which registered
Common Stock, $2.50 par value per share
ACNB
The NASDAQ Stock Market, LLC
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes
☒
No
☐
Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted and pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files).
Yes
☒
No
☐
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
☐
Accelerated filer
☒
Non-accelerated filer
☐
Smaller reporting company
☐
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.
☐
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
☐
No
☒
The number of shares of the Registrant’s Common Stock outstanding on July 30, 2026, was
10,169,930
.
Table of Contents
ACNB CORPORATION
Table of Contents
Page
Glossary
3
Part I – Financial Information
Item 1.
Consolidated Statements of Condition (Unaudited)
4
Consolidated Statements of Income (Unaudited)
5
Consolidated Statements of Comprehensive Income (Unaudited)
6
Consolidated Statements of Changes in Stockholders’ Equity (Unaudited)
7
Consolidated Statements of Cash Flows (Unaudited)
9
Notes to Consolidated Financial Statements
11
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
34
Item 3.
Quantitative and Qualitative Disclosures about Market Risk
51
Item 4.
Controls and Procedures
53
Part II – Other Information
Item 1.
Legal Proceedings
54
Item 1A.
Risk Factors
54
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
54
Item 3.
Defaults Upon Senior Securities
54
Item 4.
Mine Safety Disclosures
54
Item 5.
Other Information
54
Item 6.
Exhibits
55
Signatures
59
2
Table of Contents
ACNB CORPORATION
Glossary of Defined Acronyms and Terms
2021 Subordinated Notes
4.00% fixed-to-floating rate subordinated notes due March 31, 2031
2026 Subordinated Notes
5.875% fixed-to-floating rate subordinated notes due March 15, 2036
ACL
Allowance for Credit Losses
ACNB Insurance Services
ACNB Insurance Services, Inc.
ACNB, Corporation or Company
ACNB Corporation
Acquisition
Acquisition of Traditions Bancorp, Inc. effective February 1, 2025
AFS
Available for Sale
ALCO
Asset Liability Committee
AOCI
Accumulated other comprehensive income
ASU
Accounting Standard Update
ATM
Automatic Teller Machine
Bank
ACNB Bank
Basel III
Risk-based requirements and rules issued by federal banking agencies
Board
ACNB Corporation Board of Directors
bp or bps
Basis point(s)
CME
Chicago Mercantile Exchange
COVID/COVID-19
Coronavirus Disease 2019
CRA
Community Reinvestment Act of 1977
Discount Window
Federal Reserve Discount Window
ESPP
ACNB Corporation Employee Stock Purchase Plan
ETR
Effective Tax Rate
Exchange Act
Securities Exchange Act of 1934
FASB
Financial Accounting Standards Board
FCBI
Frederick County Bancorp, Inc.
FDIC
Federal Deposit Insurance Corporation
FHLB
Federal Home Loan Bank
FOMC
Federal Open Market Committee
FTE
Fully Taxable Equivalent
GAAP
U.S. Generally Accepted Accounting Principles
HFS
Held for Sale
HTM
Held to Maturity
Market Area
Southcentral Pennsylvania and Northern Maryland
N/A
Not Applicable
N/M
Not Meaningful (percentage changes greater than +/- 150% not considered meaningful)
OBS
Off-Balance Sheet
OCI
Other comprehensive income
PCD
Purchased credit-deteriorated
Purchase Agreements
Subordinated Note Purchase Agreements
Purchasers
Institutional accredited investors and qualified institutional buyers
RPA
Risk Participation Agreement
SEC
Securities and Exchange Commission
SOFR
Secured Overnight Financing Rate
Traditions
Traditions Bancorp, Inc.
3
Table of Contents
PART I - FINANCIAL INFORMATION
ACNB CORPORATION
ITEM 1 – FINANCIAL STATEMENTS
CONSOLIDATED STATEMENTS OF CONDITION
(UNAUDITED)
(Dollars in thousands, except per share data)
June 30, 2026
December 31, 2025
ASSETS
Cash and due from banks
$
27,995
$
20,611
Interest-bearing deposits with banks
53,840
45,037
Total Cash and Cash Equivalents
81,835
65,648
Equity securities with readily determinable fair values
938
949
Investment securities available for sale, at estimated fair value
466,216
466,894
Investment securities held to maturity, at amortized cost (fair value $
56,576
, $
57,537
)
62,620
63,288
Loans held for sale
33,528
28,170
Total loans, net of unearned income
2,398,104
2,330,514
Less: Allowance for credit losses
(
24,006
)
(
23,672
)
Loans, net
2,374,098
2,306,842
Premises and equipment, net
27,982
30,648
Right of use asset
3,920
4,155
Restricted investment in bank stocks
14,290
14,237
Investment in bank-owned life insurance
106,423
105,840
Investments in low-income housing partnerships
689
751
Goodwill
64,449
64,449
Intangible assets, net
20,351
22,435
Assets held for sale
2,346
275
Other assets
59,178
53,545
Total Assets
$
3,318,863
$
3,228,126
LIABILITIES AND STOCKHOLDERS’ EQUITY
Deposits:
Noninterest-bearing
$
600,711
$
553,855
Interest-bearing
1,934,965
1,896,330
Total Deposits
2,535,676
2,450,185
Short-term borrowings
108,259
64,740
Long-term borrowings
214,884
255,376
Lease liability
4,218
4,451
Allowance for unfunded commitments
1,711
1,831
Other liabilities
30,836
31,569
Total Liabilities
2,895,584
2,808,152
Stockholders’ Equity:
Preferred stock, $
2.50
par value,
20,000,000
shares authorized;
no
shares outstanding at June 30, 2026 and December 31, 2025
—
—
Common stock, $
2.50
par value,
40,000,000
and
20,000,000
shares authorized;
11,079,210
and
11,028,152
shares issued;
10,169,930
and
10,372,251
shares outstanding at June 30, 2026 and December 31, 2025, respectively
27,692
27,564
Treasury stock, at cost,
909,280
and
655,901
shares at June 30, 2026 and December 31, 2025, respectively
(
35,114
)
(
22,367
)
Additional paid-in capital
181,107
179,658
Retained earnings
272,965
257,293
Accumulated other comprehensive loss
(
23,371
)
(
22,174
)
Total Stockholders’ Equity
423,279
419,974
Total Liabilities and Stockholders’ Equity
$
3,318,863
$
3,228,126
The accompanying notes are an integral part of the Consolidated Financial Statements.
4
Table of Contents
ACNB CORPORATION
CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
Three Months Ended June 30,
Six Months Ended June 30,
(Dollars in thousands, except share data)
2026
2025
2026
2025
INTEREST AND DIVIDEND INCOME
Loans, including fees:
Taxable
$
37,883
$
36,555
$
74,185
$
68,231
Tax-exempt
349
317
687
609
Investment Securities:
Taxable
4,343
3,283
8,584
6,185
Tax-exempt
320
283
634
571
Dividends
266
307
600
647
Other
524
831
1,227
1,623
Total Interest and Dividend Income
43,685
41,576
85,917
77,866
INTEREST EXPENSE
Deposits
6,614
7,284
13,001
13,280
Short-term borrowings
552
341
1,115
635
Long-term borrowings
2,517
2,939
5,284
5,849
Total Interest Expense
9,683
10,564
19,400
19,764
Net Interest Income
34,002
31,012
66,517
58,102
Provision for (reversal of) credit losses
554
(
228
)
478
5,740
Reversal of provision for unfunded commitments
(
107
)
(
354
)
(
120
)
(
834
)
Net Interest Income after Provision for (Reversal of) Credit Losses and Unfunded Commitments
33,555
31,594
66,159
53,196
NONINTEREST INCOME
Insurance commissions
2,991
2,908
5,119
5,055
Gain from mortgage loans held for sale
1,463
1,575
2,689
2,430
Service charges on deposits
1,243
1,179
2,478
2,273
Wealth management
1,191
1,090
2,351
2,150
ATM debit card charges
933
905
1,839
1,736
Earnings on investment in bank-owned life insurance
756
627
1,493
1,207
Gain on assets held for sale
—
—
177
—
Gain on life insurance proceeds
—
31
174
285
Other
245
342
734
691
Net gains on sales or calls of investment securities
—
22
49
22
Net (losses) gains on equity securities
(
4
)
3
(
11
)
17
Total Noninterest Income
8,818
8,682
17,092
15,866
NONINTEREST EXPENSES
Salaries and employee benefits
13,761
13,693
27,788
26,554
Equipment
2,552
2,539
5,152
4,819
Net occupancy
1,209
1,277
2,742
2,719
Intangible assets amortization
1,028
1,141
2,084
1,998
Professional services
736
743
1,414
1,320
Other tax
317
220
894
747
FDIC and regulatory
459
435
901
836
Merger-related
—
1,943
—
9,974
Other
3,063
3,375
5,765
5,734
Total Noninterest Expenses
23,125
25,366
46,740
54,701
Income Before Income Taxes
19,248
14,910
36,511
14,361
Income tax expense
4,034
3,262
7,594
2,985
Net Income
$
15,214
$
11,648
$
28,917
$
11,376
PER SHARE DATA
Basic earnings
$
1.50
$
1.11
$
2.82
$
1.12
Diluted earnings
$
1.49
$
1.11
$
2.81
$
1.12
Weighted average shares basic
10,170,860
10,451,469
10,259,205
10,130,666
Weighted average shares diluted
10,212,225
10,487,519
10,288,802
10,157,331
The accompanying notes are an integral part of the Consolidated Financial Statements.
5
Table of Contents
ACNB CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(UNAUDITED)
Three Months Ended June 30,
Six Months Ended June 30,
(In thousands)
2026
2025
2026
2025
NET
INCOME
$
15,214
$
11,648
$
28,917
$
11,376
OTHER COMPREHENSIVE INCOME
INVESTMENT SECURITIES
Unrealized (losses) gains arising during the period, net of income tax (benefit) expense of $(
42
), $
1,220
, $(
803
) and $
3,020
, respectively
(
146
)
2,318
(
2,797
)
8,475
Reclassification adjustment for net AFS investment securities gains included in net income, net of income tax effect of $
0
, $(
5
), $(
11
) and $(
5
), respectively
—
(
17
)
(
38
)
(
17
)
Total unrealized (loss) gain on AFS investment securities
(
146
)
2,301
(
2,835
)
8,458
Amortization of unrealized losses on AFS investment securities transferred to HTM, net of income tax expense of $
20
, $
49
, $
46
and $
105
, respectively
71
166
161
359
DERIVATIVE FINANCIAL INSTRUMENTS
Unrealized gains on interest rate derivatives used in cash flow hedges, net of income tax expense of $
51
, $
0
, $
117
and $
0
, respectively
180
—
409
—
Reclassification adjustment for net interest rate derivative gain included in net income, net of income tax effect of $(
5
), $
0
, $(
12
) and $
0
, respectively
(
17
)
—
(
41
)
—
Total unrealized gains on interest rate derivatives used in cash flow hedges
163
—
368
—
DEFINED BENEFIT PENSION PLAN
Unrecognized net gain, net of income tax expense of $
0
, $
0
, $
347
and $
0
, respectively
—
—
1,109
—
TOTAL OTHER COMPREHENSIVE INCOME (LOSS)
88
2,467
(
1,197
)
8,817
TOTAL COMPREHENSIVE INCOME
$
15,302
$
14,115
$
27,720
$
20,193
The accompanying notes are an integral part of the Consolidated Financial Statements.
6
Table of Contents
ACNB CORPORATION
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
(UNAUDITED)
Six Months Ended June 30, 2026
Common Stock
Treasury Stock
Additional Paid-in Capital
Retained
Earnings
Accumulated
Other
Comprehensive
Loss
Total
Stockholders’
Equity
(Dollars in thousands, except per share data)
Shares
Amount
BALANCE – January 1, 2026
10,372,251
$
27,564
$
(
22,367
)
$
179,658
$
257,293
$
(
22,174
)
$
419,974
Net income
—
—
—
—
13,703
—
13,703
Other comprehensive loss, net of taxes
—
—
—
—
—
(
1,285
)
(
1,285
)
Common stock shares issued
7,669
19
—
337
—
—
356
Repurchased shares
(
73,972
)
—
(
3,560
)
—
—
—
(
3,560
)
Restricted stock grants, net of forfeitures and withheld for taxes
32,242
81
—
(
688
)
—
—
(
607
)
Compensation expense for restricted shares
—
—
—
825
—
—
825
Cash dividends declared ($
0.38
per share)
—
—
—
—
(
3,930
)
—
(
3,930
)
BALANCE – March 31, 2026
10,338,190
$
27,664
$
(
25,927
)
$
180,132
$
267,066
$
(
23,459
)
$
425,476
Net income
—
—
—
—
15,214
—
15,214
Other comprehensive income, net of taxes
—
—
—
—
—
88
88
Common stock shares issued
11,147
28
—
602
—
—
630
Repurchased shares
(
179,407
)
—
(
9,187
)
—
—
—
(
9,187
)
Compensation expense for restricted shares
—
—
—
373
—
—
373
Cash dividends declared ($
0.92
per share)
—
—
—
—
(
9,315
)
—
(
9,315
)
BALANCE – June 30, 2026
10,169,930
$
27,692
$
(
35,114
)
$
181,107
$
272,965
$
(
23,371
)
$
423,279
The accompanying notes are an integral part of the Consolidated Financial Statements.
7
Table of Contents
ACNB CORPORATION
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
(UNAUDITED)
Six Months Ended June 30, 2025
Common Stock
Treasury Stock
Additional Paid-in Capital
Retained
Earnings
Accumulated
Other
Comprehensive
Loss
Total
Stockholders’
Equity
(Dollars in thousands, except per share data)
Shares
Amount
BALANCE – January 1, 2025
8,553,785
$
22,357
$
(
11,203
)
$
99,163
$
234,624
$
(
41,668
)
$
303,273
Net loss
—
—
—
—
(
272
)
—
(
272
)
Other comprehensive income, net of taxes
—
—
—
—
—
6,350
6,350
Issuance of common stock to acquire Traditions
2,035,246
5,088
—
78,561
—
—
83,649
Common stock shares issued
6,470
16
—
251
—
—
267
Repurchased shares
(
75,872
)
—
(
3,106
)
—
—
—
(
3,106
)
Restricted stock grants, net of forfeitures and withheld for taxes
24,042
60
—
(
576
)
—
—
(
516
)
Compensation expense for restricted shares
—
—
—
612
—
—
612
Cash dividends declared ($
0.32
per share)
—
—
—
—
(
3,374
)
—
(
3,374
)
BALANCE – March 31, 2025
10,543,671
27,521
(
14,309
)
178,011
230,978
(
35,318
)
386,883
Net income
—
—
—
—
11,648
—
11,648
Other comprehensive income, net of taxes
—
—
—
—
—
2,467
2,467
Common stock shares issued
4,128
11
—
268
—
—
279
Repurchased shares
(
71,592
)
—
(
2,858
)
—
—
—
(
2,858
)
Restricted stock grants, net of forfeitures and withheld for taxes
1,942
7
—
(
2
)
—
—
5
Compensation expense for restricted shares
—
—
—
276
—
—
276
Cash dividends declared ($
0.34
per share)
—
—
—
—
(
3,549
)
—
(
3,549
)
BALANCE – June 30, 2025
10,478,149
$
27,539
$
(
17,167
)
$
178,553
$
239,077
$
(
32,851
)
$
395,151
The accompanying notes are an integral part of the Consolidated Financial Statements.
8
Table of Contents
ACNB CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
Six Months Ended June 30,
(In thousands)
2026
2025
CASH FLOWS FROM OPERATING ACTIVITIES
Net income
$
28,917
$
11,376
Adjustments to reconcile net income to net cash provided by operating activities:
Gain from mortgage loans held for sale
(
2,689
)
(
2,430
)
Earnings on investment in bank-owned life insurance
(
1,493
)
(
1,207
)
Net gains on sales or calls of investment securities
(
49
)
(
22
)
Net losses (gains) on equity securities
11
(
17
)
Gain on sales of assets held for sale
(
177
)
—
Restricted stock compensation expense
1,198
888
Depreciation and amortization
3,254
3,218
Net accretion of purchase accounting adjustments
(
3,636
)
(
3,727
)
Provision for credit losses and reversal of unfunded commitments
358
4,906
Net amortization of investment securities premiums
207
707
Amortization of issuance costs on long-term borrowings
24
—
Decrease (increase) in interest receivable
30
(
72
)
Decrease in interest payable
(
190
)
(
911
)
Mortgage loans originated for sale
(
111,540
)
(
81,439
)
Proceeds from sales of loans originated for sale
108,871
80,352
Increase in other assets
(
1,698
)
(
6,777
)
Deferred income tax
141
5,577
(Decrease) increase in other liabilities
(
665
)
3,827
Net Cash Provided by Operating Activities
20,874
14,249
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from calls/maturities of investment securities held to maturity
693
335
Proceeds from calls/maturities of investment securities available for sale
23,180
25,976
Proceeds from sales of investment securities available for sale
22,193
98,272
Purchase of investment securities available for sale
(
48,320
)
(
76,934
)
Net (purchases) redemption of restricted investment in bank stocks
(
53
)
643
Net increase in loans
(
64,627
)
(
6,843
)
Gain on life insurance proceeds
(
174
)
(
285
)
Net cash and cash equivalents received from acquisition
—
36,206
Capital expenditures
(
850
)
(
474
)
Proceeds from sales of assets held for sale
452
—
Net Cash (Used in) Provided by Investing Activities
(
67,506
)
76,896
CASH FLOWS FROM FINANCING ACTIVITIES
Net increase in noninterest-bearing deposits
46,856
6,426
Net increase (decrease) in interest-bearing deposits
38,595
(
15,899
)
Net increase in short-term borrowings
43,519
27,215
Proceeds from long-term borrowings
14,462
—
Repayments on long-term borrowings
(
55,000
)
(
40,188
)
Dividends paid
(
13,245
)
(
6,923
)
Common stock repurchased
(
12,747
)
(
5,964
)
Common stock issued, net of restricted stock forfeitures and withheld for taxes
379
35
Net Cash Provided by (Used in) Financing Activities
62,819
(
35,298
)
Net Increase in Cash and Cash Equivalents
16,187
55,847
CASH AND CASH EQUIVALENTS — BEGINNING
65,648
47,262
CASH AND CASH EQUIVALENTS — ENDING
$
81,835
$
103,109
Supplemental disclosures of cash flow information
Cash paid for interest
$
19,590
$
19,262
Cash paid for Federal income taxes
7,000
1,100
Cash paid for State income taxes
330
111
Supplemental disclosures of certain noncash activities:
Recognition of operating lease right of use assets
$
279
$
729
Recognition of operating lease liabilities
279
729
Premises and equipment, net transferred to assets held for sale
2,346
—
Loans transferred to foreclosed assets held for resale and other foreclosed transactions
569
—
9
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ACNB CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - CONTINUED
Six Months Ended June 30,
(In thousands)
2026
2025
Transactions related to Acquisition:
Net assets acquired
$
—
$
877,557
Liabilities assumed
—
793,908
Common shares issued
—
83,649
The accompanying notes are an integral part of the Consolidated Financial Statements.
10
Table of Contents
ACNB CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1
–
Basis of Presentation
Nature of Operations
ACNB Corporation, headquartered in Gettysburg, Pennsylvania, provides banking, wealth management, mortgage and insurance services to businesses and consumers through its wholly-owned subsidiaries, ACNB Bank and ACNB Insurance Services. The Bank engages in full-service commercial and consumer banking and wealth management services, including trust and retail brokerage, through its
33
community banking offices, including
24
community banking office locations in Adams, Cumberland, Franklin, Lancaster and York Counties, Pennsylvania, and
nine
community banking office locations in Carroll and Frederick Counties, Maryland. There are
two
loan production offices located in West Lawn, Pennsylvania and in Hunt Valley, Maryland. ACNB Insurance Services is a full-service insurance agency based in Westminster, Maryland, with an additional location in Gettysburg, Pennsylvania. The agency offers a broad range of property, casualty, health, life and disability insurance to both individual and commercial clients.
Recent Acquisition
Effective February 1, 2025, ACNB closed the acquisition of Traditions Bancorp, Inc., holding company for Traditions Bank, York, Pennsylvania. Traditions was merged with and into a wholly-owned subsidiary of ACNB Corporation immediately followed by the merger of Traditions Bank with and into ACNB Bank. ACNB Bank is operating
four
of the former Traditions Bank offices as “Traditions Bank, A Division of ACNB Bank”.
Basis of Financial Statements
The accompanying unaudited Consolidated Financial Statements have been prepared in accordance with GAAP for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the amounts of assets and liabilities as of the date of the financial statements as well as revenues and expenses during the period. Actual results could differ from those estimates. In the opinion of management, the accompanying unaudited Consolidated Financial Statements contain all adjustments necessary for a fair presentation. All such adjustments are of a normal recurring nature. These Consolidated Financial Statements should be read in conjunction with the audited Consolidated Financial Statements and the notes included in the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2025. The Corporation evaluates subsequent events through the filing date of this Form 10-Q with the SEC. The results of operations for the three and six month period ended June 30, 2026, are not necessarily indicative of the results to be expected for the full year.
Certain reclassifications have been made to the prior period financial statements to conform to the current period presentation. Reclassifications had no material effect on prior year net income or stockholders’ equity.
Significant Accounting Policies
The significant accounting policies used in preparation of the Consolidated Financial Statements are disclosed in the Corporation’s 2025 Annual Report on Form 10-K. Those significant accounting policies are unchanged at June 30, 2026.
Accounting Standards Pending Adoption
In November 2024, the FASB issued ASU 2024-03, “Disaggregation of Income Statement Expenses (Subtopic 220-40)”. This ASU is intended to improve the decision usefulness of expense information on public business entities’ income statements through the disaggregation of relevant expense captions in the notes to the financial statements. The amendments of ASU 2024-03 are effective for annual periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, and early adoption is permitted. The Corporation is currently evaluating the impact of this standard, and believes that its adoption will not have a material impact on the Corporation’s Consolidated Financial Statements.
In November 2025, the FASB issued ASU 2025-08, “Financial Instruments–Credit Losses (Topic 326): Purchased Loans”. The amendments in this ASU expand the population of acquired financial assets subject to the gross-up approach in Topic 326. Financial assets acquired with a “more-than-insignificant” deterioration of credit quality since its origination (PCD assets) and non-PCD assets are accounted for using the “gross up approach” to both populations. The amendments in this ASU are effective for all entities for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods, and early adoption is permitted. The amendments in this ASU should be applied prospectively to loans that are acquired on or after the initial application date. The Corporation is currently evaluating the impact of this standard, and believes that its adoption will not have a material impact on the Corporation’s Consolidated Financial Statements.
11
Table of Contents
In November 2025, the FASB issued ASU 2025-09, “Derivatives and Hedging (Topic 815): Hedge Accounting Improvements”. This ASU was issued to clarify certain aspects of the guidance on hedge accounting and to address several incremental hedge accounting issues arising from the global reference rate reform initiative. The objective of this ASU is to more closely align hedge accounting with the economics of an entity’s risk management activities. The amendments in this ASU are effective for annual reporting periods beginning after December 15, 2026, and interim periods within those annual reporting periods, and early adoption is permitted. The Corporation is currently evaluating the impact of this standard, and believes that its adoption will not have a material impact on the Corporation’s Consolidated Financial Statements.
In December 2025, the FASB issued ASU 2025-11, “Interim Reporting (Topic 270): Narrow Scope Improvements”. This ASU was issued to improve the guidance in Topic 270 by improving the navigability of the required interim disclosures and clarifying when that guidance is applicable. The amendments also provide additional guidance on what disclosures should be provided in interim reporting periods. The amendments add to Topic 270 a principle that requires entities to disclose events since the end of the last annual reporting period that have a material impact on the entity. The objective of this amendment is to provide clarity on the current interim reporting requirements. The amendments in this ASU are effective for interim reporting periods within annual reporting periods beginning after December 15, 2027, and early adoption is permitted. The Corporation is currently evaluating the impact of this standard, and believes that its adoption will not have a material impact on the Corporation’s Consolidated Financial Statements.
Note 2 –
Earnings Per Share
The Corporation has a simple capital structure.
Basic earnings per share of common stock is calculated as net income available to common shareholders divided by the weighted average number of shares outstanding less unvested restricted stock at the end of the period. Diluted earnings per share is calculated as net income available to common shareholders divided by the weighted average number of shares outstanding.
Three Months Ended June 30,
Six Months Ended June 30,
2026
2025
2026
2025
Weighted average shares outstanding (basic)
10,170,860
10,451,469
10,259,205
10,130,666
Dilutive effect of unvested shares
41,365
36,050
29,597
26,665
Weighted average shares outstanding (diluted)
10,212,225
10,487,519
10,288,802
10,157,331
Per share:
Basic
$
1.50
$
1.11
$
2.82
$
1.12
Diluted
1.49
1.11
2.81
1.12
There were no antidilutive instruments at June 30, 2026 and 2025.
Share Repurchase Plans
On April 29, 2026, the Corporation announced that the Board of Directors approved a plan to repurchase, in open market transactions at prevailing market prices, up to
310,000
shares, or approximately
3
%, of the outstanding shares of ACNB’s common stock. This common stock repurchase program replaced and superseded any and all earlier announced repurchase plans. During the three months ended June 30, 2026, the Corporation repurchased
56,308
shares under this plan.
On June 18, 2025, the Corporation announced that the Board of Directors approved a plan to repurchase, in open market transactions at prevailing market prices, up to
314,000
shares, or approximately
3
%, of the outstanding shares of ACNB’s common stock. There were
116,929
shares purchased under this plan through December 31, 2025. During the three and six months ended June 30, 2026 the Corporation repurchased
123,099
and
197,071
shares, respectively, which completed this plan.
Employee Stock Purchase Plan
On May 5, 2026,
shareholders approved the ACNB Corporation Employee Stock Purchase Plan effective July 1, 2026. The ESPP provides employees of ACNB the opportunity to acquire an ownership interest in the Corporation through a regular investment program to purchase its common stock. A total of
300,000
shares of the Corporation’s common stock are reserved for issuance under the ESPP.
12
Table of Contents
Note 3 –
Investment Securities
Fair value of equity securities with readily determinable fair values at June 30, 2026 and December 31, 2025 are as follows:
(In thousands)
Fair Value at Beginning of Period
(Losses) Gains
Fair Value at End of Period
Six Months Ended June 30, 2026
CRA Mutual Fund
$
949
$
(
11
)
$
938
Twelve Months Ended December 31, 2025
CRA Mutual Fund
$
919
$
30
$
949
Amortized cost and fair value of investment securities were as follows:
(In thousands)
Amortized
Cost
Gross
Unrealized
Gains
Gross
Unrealized
Losses
Fair
Value
June 30, 2026
Available for Sale
U.S. Government and agencies
$
59,375
$
—
$
6,276
$
53,099
Collateralized mortgage obligations
95,325
64
3,370
92,019
Residential mortgage-backed securities
179,499
140
13,780
165,859
Commercial mortgage-backed securities
120,747
278
4,277
116,748
State and municipal
10,599
8
85
10,522
Corporate bonds
28,547
88
666
27,969
Total
$
494,092
$
578
$
28,454
$
466,216
Held to Maturity
State and municipal
$
61,825
$
—
$
6,022
$
55,803
Residential mortgage-backed securities
795
—
22
773
Total
$
62,620
$
—
$
6,044
$
56,576
December 31, 2025
Available for Sale
U.S. Government and agencies
$
65,570
$
—
$
6,218
$
59,352
Collateralized mortgage obligations
75,982
243
2,195
74,030
Residential mortgage-backed securities
186,203
426
12,941
173,688
Commercial mortgage-backed securities
124,996
957
3,744
122,209
State and municipal
8,499
—
49
8,450
Corporate bonds
29,871
334
1,040
29,165
Total
$
491,121
$
1,960
$
26,187
$
466,894
Held to Maturity
State and municipal
$
62,200
$
—
$
5,726
$
56,474
Residential mortgage-backed securities
1,088
—
25
1,063
Total
$
63,288
$
—
$
5,751
$
57,537
13
Table of Contents
The following table shows the Corporation’s investments’ gross unrealized losses and fair value, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position:
Less than 12 Months
12 Months or More
Total
(In thousands)
Fair
Value
Unrealized
Losses
Fair
Value
Unrealized
Losses
Fair
Value
Unrealized
Losses
June 30, 2026
Available for Sale
U.S. Government and agencies
$
—
$
—
$
53,099
$
6,276
$
53,099
$
6,276
Collateralized mortgage obligations
53,258
983
29,533
2,387
82,791
3,370
Residential mortgage-backed securities
33,324
502
116,044
13,278
149,368
13,780
Commercial mortgage-backed securities
49,365
590
24,393
3,687
73,758
4,277
State and municipal
8,356
85
—
—
8,356
85
Corporate bonds
2,896
43
7,683
623
10,579
666
Total
$
147,199
$
2,203
$
230,752
$
26,251
$
377,951
$
28,454
Held to Maturity
State and municipal
$
4,290
$
113
$
50,163
$
5,909
$
54,453
$
6,022
Residential mortgage-backed securities
—
—
773
22
773
22
Total
$
4,290
$
113
$
50,936
$
5,931
$
55,226
$
6,044
December 31, 2025
Available for Sale
U.S. Government and agencies
$
—
$
—
$
59,352
$
6,218
$
59,352
$
6,218
Collateralized mortgage obligations
17,854
46
32,189
2,149
50,043
2,195
Residential mortgage-backed securities
30,048
115
125,171
12,826
155,219
12,941
Commercial mortgage-backed securities
33,179
51
26,210
3,693
59,389
3,744
State and municipal
8,450
49
—
—
8,450
49
Corporate bonds
—
—
11,060
1,040
11,060
1,040
Total
$
89,531
$
261
$
253,982
$
25,926
$
343,513
$
26,187
Held to Maturity
State and municipal
$
—
$
—
$
56,474
$
5,726
$
56,474
$
5,726
Residential mortgage-backed securities
—
—
1,063
25
1,063
25
Total
$
—
$
—
$
57,537
$
5,751
$
57,537
$
5,751
All mortgage-backed securities, and those of a similar asset class, are government-sponsored enterprise pass-through instruments issued by the Federal National Mortgage Association or Federal Home Loan Mortgage Corporation or they are issued by the Government National Mortgage Association which is backed by the U.S. government which guarantees the timely payment of principal on these investments.
The Company evaluates AFS debt securities for impairment at each measurement date to determine whether the decline in the fair value below the amortized cost basis is due to credit-related factors or noncredit-related factors. In estimating credit events, management considers whether it intends to sell the security or if it is more likely than not that it will be required to sell the security before anticipated recovery or if it does not expect to recover the entire amortized cost basis. There was no impairment on AFS debt securities as of June 30, 2026 and December 31, 2025. The Company evaluates HTM debt securities for expected credit losses at each measurement date to determine the ACL. The Corporation’s ACL on its HTM investment securities was de minimis as of June 30, 2026 and December 31, 2025.
14
Table of Contents
The Company monitors the credit quality of HTM debt securities through the use of credit analysis on a quarterly basis. The credit quality indicators were updated as of June 30, 2026. The following table shows the amortized cost of HTM debt securities as of June 30, 2026 and December 31, 2025, aggregated by credit quality indicator:
(In thousands)
A+ Rated
or Higher
Not Rated
June 30, 2026
State and political subdivisions
$
61,825
$
—
Residential mortgage-backed securities
—
795
Total
$
61,825
$
795
December 31, 2025
State and political subdivisions
$
62,200
$
—
Residential mortgage-backed securities
—
1,088
Total
$
62,200
$
1,088
Amortized cost and fair value at June 30, 2026, by contractual maturity, where applicable, are shown below. Expected maturities will differ from contractual maturities because issuers may have the right to call or prepay with or without penalties. Securities not due at a single maturity date are shown separately
below.
Available for Sale
Held to Maturity
(In thousands)
Amortized
Cost
Fair
Value
Amortized
Cost
Fair
Value
1 year or less
$
4,061
$
3,979
$
—
$
—
Over 1 year through 5 years
59,962
55,596
6,587
6,140
Over 5 years through 10 years
23,899
21,493
37,698
35,208
Over 10 years
10,599
10,522
17,540
14,455
Mortgage-backed securities
395,571
374,626
795
773
Total
$
494,092
$
466,216
$
62,620
$
56,576
The proceeds from sales and calls of investment securities and the associated gains and losses are listed below:
Three Months Ended June 30,
Six Months Ended June 30,
(In thousands)
2026
2025
2026
2025
Proceeds from sales
$
—
$
389
$
22,193
$
98,272
Proceeds from calls
12,959
11,822
23,180
12,322
Gross gains
—
56
187
56
Gross losses
—
34
138
34
During the six months ended June 30, 2025, ACNB received $
97.7
million in proceeds from the sale of Traditions’ investments subsequent to the Acquisition date.
At June 30, 2026 and December 31, 2025, securities with a carrying value of $
158.4
million and $
159.6
million, respectively, were pledged as collateral as required by law on public and trust deposits, repurchase agreements and for other purposes.
15
Table of Contents
Note 4 –
Loans and Allowance for Credit Losses
The following table presents the composition of the loan portfolio:
(In thousands)
June 30, 2026
December 31, 2025
Commercial real estate
$
1,333,050
$
1,273,813
Residential mortgage
602,738
599,051
Commercial and industrial
217,151
205,452
Home equity lines of credit
122,164
127,341
Real estate construction
115,091
116,680
Consumer
10,105
10,140
Gross loans
2,400,299
2,332,477
Unearned income
(
2,195
)
(
1,963
)
Total loans, net of unearned income
$
2,398,104
$
2,330,514
One of the factors used to monitor the performance and credit quality of the loan portfolio is to analyze the age of the loans receivable as determined by the length of time a recorded payment is past due.
The following tables present the classes of the loan portfolio summarized by the past due status:
(In thousands)
30–59 Days Past Due
60–89 Days
Past Due
≥ 90 Days
Past Due
Total Past
Due
Current
Total Loans
Receivable
Loans
Receivable
≥ 90 Days
and Accruing
June 30, 2026
Commercial real estate
$
506
$
216
$
63
$
785
$
1,332,265
$
1,333,050
$
—
Residential mortgage
20
1,590
4,104
5,714
597,024
602,738
2,613
Commercial and industrial
86
14
—
100
217,051
217,151
—
Home equity lines of credit
604
321
565
1,490
120,674
122,164
565
Real estate construction
—
12
—
12
115,079
115,091
—
Consumer
38
4
7
49
10,056
10,105
7
Gross loans
$
1,254
$
2,157
$
4,739
$
8,150
$
2,392,149
$
2,400,299
$
3,185
December 31, 2025
Commercial real estate
$
457
$
400
$
292
$
1,149
$
1,272,664
$
1,273,813
$
—
Residential mortgage
4,988
2,098
4,261
11,347
587,704
599,051
2,332
Commercial and industrial
10
332
142
484
204,968
205,452
—
Home equity lines of credit
572
—
514
1,086
126,255
127,341
514
Real estate construction
578
—
—
578
116,102
116,680
—
Consumer
23
30
8
61
10,079
10,140
8
Gross loans
$
6,628
$
2,860
$
5,217
$
14,705
$
2,317,772
$
2,332,477
$
2,854
16
Table of Contents
Nonaccrual and Nonperforming Loans
Loans individually evaluated consist of nonaccrual loans, presented in the following table:
June 30, 2026
December 31, 2025
(In thousands)
With a Related Allowance
Without a Related Allowance
Total
With a Related Allowance
Without a Related Allowance
Total
Commercial real estate
$
—
$
2,749
$
2,749
$
—
$
3,644
$
3,644
Residential mortgage
233
1,599
1,832
246
1,684
1,930
Commercial and industrial
178
1,871
2,049
698
1,590
2,288
Home equity lines of credit
—
4
4
—
5
5
Total
$
411
$
6,223
$
6,634
$
944
$
6,923
$
7,867
During the six months ended June 30, 2026, no material amount of interest income was recognized on nonaccrual loans subsequent to their classification as nonaccrual.
Total nonperforming loans are as follows:
(In thousands)
June 30, 2026
December 31, 2025
Nonaccrual loans
$
6,634
$
7,867
Greater than or equal to 90 days past due and accruing
1
3,185
2,854
Total nonperforming loans
$
9,819
$
10,721
__________________________________________________________________
1
Nonperforming loans include consumer residential mortgages and home equity lines of credit which are well secured by residential real estate properties, all of which are in the process of collection and are not considered nonaccrual
.
Collateral-Dependent Loans
A loan is considered to be collateral-dependent when the debtor is experiencing financial difficulty and repayment is expected to be provided substantially through the sale or operation of the collateral. For all classes of loans deemed collateral-dependent, the Corporation elected the practical expedient to estimate expected credit losses based on the collateral’s fair value less cost to sell. If the estimated value of the loan is less than the amortized cost basis, the loan is written down through the ACL as a credit loss. Substantially all of the collateral supporting collateral-dependent loans consists of various types of real estate, including residential properties, commercial properties such as retail centers, office buildings and lodging, agriculture land and vacant land. Changes in the fair value of the collateral for individually evaluated loans are reported as a component of the provision for credit losses in the period of change.
The following table presents the amortized cost basis of individually evaluated loans by type of collateral as of the periods presented:
June 30, 2026
December 31, 2025
(In thousands)
Business Assets
Real Estate
Business Assets
Real Estate
Commercial real estate
$
—
$
2,749
$
—
$
3,644
Residential mortgage
—
1,832
—
1,930
Commercial and industrial
1,770
279
1,971
317
Home equity lines of credit
—
4
—
5
Total
$
1,770
$
4,864
$
1,971
$
5,896
Loan Modifications
The Corporation evaluates all loan restructurings to determine if the restructuring results in a new loan or a continuation of the existing loan. Loan modifications to borrowers experiencing financial difficulty that result in a direct change in the timing or amount of contractual cash flows include situations where there is principal forgiveness, interest rate reductions, other-than-insignificant payment delays, term extensions or combinations of the above. Therefore, the disclosures related to loan restructurings are only for modifications that directly affect cash flows.
17
Table of Contents
There were no loans modified during the three months ended June 30, 2026 and 2025 and the six months ended June 30, 2025.
The following table presents the amortized cost basis of loans that were experiencing financial difficulty and modified during the six months ended June 30, 2026, by class, type of modification and financial effect.
The percentage of the amortized cost basis of loans that were modified to borrowers in financial distress as compared to the amortized cost basis of each class of financing receivable is also presented below:
(Dollars in thousands)
Term Extension
Percent of Class of Financing Receivable
Financial Effect
Six Months Ended June 30, 2026
Commercial and industrial
$
136
0.1
%
Extended the term of the loan
12
months.
The following presents the performance of loans modified in the previous twelve months as of June 30, 2026:
(In thousands)
Current
30-59 Days Past Due
60-89 Days Past Due
≥ 90 Days Past Due
Total Past Due
Residential mortgage
$
340
$
—
$
—
$
92
$
92
Commercial and industrial
136
—
—
—
—
Total
$
476
$
—
$
—
$
92
$
92
The following presents the performance of loans modified in the previous twelve months as of June 30, 2025:
(In thousands)
Current
30-59 Days Past Due
60-89 Days Past Due
≥ 90 Days Past Due
Total Past Due
Commercial real estate
$
2,275
$
—
$
—
$
—
$
—
Commercial and industrial
1,728
—
—
—
—
Total
$
4,003
$
—
$
—
$
—
$
—
As of June 30, 2026, the Corporation had no commitments to lend any additional funds on modified loans. During the six months ended June 30, 2026,
one
residential mortgage loan in the amount of $
92
thousand defaulted on the modified terms of the agreement by failure to make the monthly payments after the deferment period ended. During the three and six months ended June 30, 2025, there were no loans modified due to financial difficulty that defaulted subsequent to the modification.
For purposes of this disclosure, a default occurs when, within
12
months of the original modification, either a full or partial charge-off occurs or the loan becomes
90
days or more past due.
Allowance for Credit Losses
The Corporation maintains an ACL at a level determined to be adequate by management to absorb expected credit losses associated with the Corporation’s financial instruments over the life of those instruments as of the balance sheet date. The ACL consists of loans evaluated collectively and individually for expected credit losses. The Corporation considers the performance of the loan portfolio and its impact on the ACL and does not assign internal risk ratings to smaller balance, homogeneous loans such as certain residential mortgage, home equity lines of credit, construction loans to individuals secured by residential real estate and consumer loans. For these loans, the Corporation evaluates credit quality based on the aging status of the loan and designates as performing and nonperforming.
18
Table of Contents
The following summarizes designated internal risk categories by portfolio segment for loans assigned a risk rating and those evaluated based on the performance status:
June 30, 2026
Term Loans Amortized Cost Basis by Origination Year
Revolving Loans Amortized Cost Basis
(In thousands)
2026
2025
2024
2023
2022
Prior
Total
Internally Risk Rated:
Commercial real estate
Pass
$
107,781
$
81,079
$
166,024
$
175,309
$
189,826
$
516,415
$
35,491
$
1,271,925
Special Mention
7,238
3,114
2,250
2,121
3,007
35,732
1,153
54,615
Substandard
—
151
—
—
2,163
4,196
—
6,510
Total Commercial real estate
$
115,019
$
84,344
$
168,274
$
177,430
$
194,996
$
556,343
$
36,644
$
1,333,050
Year-to-date gross charge-offs
$
—
$
—
$
—
$
32
$
88
$
—
$
—
$
120
Residential mortgage
Pass
$
16,740
$
37,111
$
29,584
$
30,929
$
21,718
$
84,018
$
1,437
$
221,537
Special Mention
341
78
240
3,455
82
2,669
—
6,865
Substandard
—
—
—
228
1,725
262
—
2,215
Total Residential mortgage
$
17,081
$
37,189
$
29,824
$
34,612
$
23,525
$
86,949
$
1,437
$
230,617
Commercial and industrial
Pass
$
26,924
$
17,881
$
21,597
$
14,439
$
18,094
$
50,252
$
47,054
$
196,241
Special Mention
464
264
65
394
4,382
1,490
10,871
17,930
Substandard
—
—
—
413
725
498
1,344
2,980
Total Commercial and industrial
$
27,388
$
18,145
$
21,662
$
15,246
$
23,201
$
52,240
$
59,269
$
217,151
Home equity lines of credit
Pass
$
—
$
—
$
—
$
479
$
80
$
169
$
9,432
$
10,160
Special Mention
—
—
—
—
—
93
237
330
Substandard
—
—
—
—
—
5
4
9
Total Home equity lines of credit
$
—
$
—
$
—
$
479
$
80
$
267
$
9,673
$
10,499
Real estate construction
Pass
$
10,826
$
22,815
$
12,417
$
10,977
$
6,738
$
2,638
$
10,126
$
76,537
Special Mention
—
—
—
—
4,358
—
—
4,358
Total Real estate construction
$
10,826
$
22,815
$
12,417
$
10,977
$
11,096
$
2,638
$
10,126
$
80,895
Performance Rated:
Residential mortgage
Performing
$
18,035
$
45,991
$
30,474
$
49,442
$
73,250
$
147,726
$
4,590
$
369,508
Nonperforming
—
—
146
—
820
1,647
—
2,613
Total Residential mortgage
$
18,035
$
45,991
$
30,620
$
49,442
$
74,070
$
149,373
$
4,590
$
372,121
Home equity lines of credit
Performing
$
—
$
—
$
—
$
11
$
27
$
1,742
$
109,320
$
111,100
Nonperforming
—
—
—
—
—
—
565
565
Total Home equity lines of credit
$
—
$
—
$
—
$
11
$
27
$
1,742
$
109,885
$
111,665
Real estate construction
Performing
$
17,619
$
14,832
$
497
$
161
$
351
$
735
$
1
$
34,196
Total Real estate construction
$
17,619
$
14,832
$
497
$
161
$
351
$
735
$
1
$
34,196
Consumer
Performing
$
1,582
$
1,467
$
997
$
610
$
860
$
669
$
3,913
$
10,098
Nonperforming
—
—
—
—
3
4
—
7
Total Consumer
$
1,582
$
1,467
$
997
$
610
$
863
$
673
$
3,913
$
10,105
Year-to-date gross charge-offs
$
—
$
—
$
8
$
5
$
—
$
7
$
134
$
154
Total Portfolio loans:
Pass
$
162,271
$
158,886
$
229,622
$
232,133
$
236,456
$
653,492
$
103,540
$
1,776,400
Special Mention
8,043
3,456
2,555
5,970
11,829
39,984
12,261
84,098
Substandard
—
151
—
641
4,613
4,961
1,348
11,714
Performing
37,236
62,290
31,968
50,224
74,488
150,872
117,824
524,902
Nonperforming
—
—
146
—
823
1,651
565
3,185
Total Portfolio loans
$
207,550
$
224,783
$
264,291
$
288,968
$
328,209
$
850,960
$
235,538
$
2,400,299
Year-to-date gross charge-offs
$
—
$
—
$
8
$
37
$
88
$
7
$
134
$
274
19
Table of Contents
December 31, 2025
Term Loans Amortized Cost Basis by Origination Year
Revolving Loans Amortized Cost Basis
(In thousands)
2025
2024
2023
2022
2021
Prior
Total
Internally Risk Rated:
Commercial real estate
Pass
$
83,583
$
171,026
$
182,864
$
199,094
$
166,194
$
392,397
$
25,109
$
1,220,267
Special Mention
420
1,807
2,386
4,485
9,367
25,923
1,615
46,003
Substandard
153
105
294
2,492
327
4,172
—
7,543
Total Commercial real estate
$
84,156
$
172,938
$
185,544
$
206,071
$
175,888
$
422,492
$
26,724
$
1,273,813
Year-to-date gross charge-offs
$
—
$
—
$
—
$
—
$
—
$
32
$
—
$
32
Residential mortgage
Pass
$
37,231
$
29,754
$
34,884
$
23,227
$
37,692
$
54,050
$
953
$
217,791
Special Mention
176
247
140
304
140
2,789
—
3,796
Substandard
—
—
231
1,816
—
271
—
2,318
Total Residential mortgage
$
37,407
$
30,001
$
35,255
$
25,347
$
37,832
$
57,110
$
953
$
223,905
Year-to-date gross charge-offs
$
19
$
—
$
—
$
—
$
—
$
—
$
—
$
19
Commercial and industrial
Pass
$
20,925
$
22,881
$
16,950
$
20,101
$
30,917
$
30,588
$
46,211
$
188,573
Special Mention
383
208
478
4,888
40
483
7,100
13,580
Substandard
—
—
463
774
94
513
1,455
3,299
Total Commercial and industrial
$
21,308
$
23,089
$
17,891
$
25,763
$
31,051
$
31,584
$
54,766
$
205,452
Year-to-date gross charge-offs
$
—
$
—
$
—
$
—
$
—
$
14
$
—
$
14
Home equity lines of credit
Pass
$
—
$
—
$
485
$
84
$
29
$
51
$
10,974
$
11,623
Special Mention
—
—
—
—
93
97
160
350
Substandard
—
—
—
—
—
5
5
10
Total Home equity lines of credit
$
—
$
—
$
485
$
84
$
122
$
153
$
11,139
$
11,983
Real estate construction
Pass
$
26,653
$
19,215
$
15,519
$
7,513
$
1,640
$
757
$
5,867
$
77,164
Special Mention
—
—
—
4,678
—
365
—
5,043
Total Real estate construction
$
26,653
$
19,215
$
15,519
$
12,191
$
1,640
$
1,122
$
5,867
$
82,207
Performance Rated:
Residential mortgage
Performing
$
40,566
$
33,541
$
53,484
$
79,888
$
39,877
$
120,302
$
5,157
$
372,815
Nonperforming
—
231
—
635
—
1,465
—
2,331
Total Residential mortgage
$
40,566
$
33,772
$
53,484
$
80,523
$
39,877
$
121,767
$
5,157
$
375,146
Home equity lines of credit
Performing
$
—
$
—
$
13
$
29
$
—
$
1,989
$
112,813
$
114,844
Nonperforming
—
—
—
—
—
—
514
514
Total Home equity lines of credit
$
—
$
—
$
13
$
29
$
—
$
1,989
$
113,327
$
115,358
Real estate construction
Performing
$
27,937
$
4,650
$
553
$
362
$
144
$
826
$
1
$
34,473
Total Real estate construction
$
27,937
$
4,650
$
553
$
362
$
144
$
826
$
1
$
34,473
Consumer
Performing
$
1,641
$
1,232
$
877
$
1,125
$
260
$
587
$
4,410
$
10,132
Nonperforming
—
—
—
—
—
8
—
8
Total Consumer
$
1,641
$
1,232
$
877
$
1,125
$
260
$
595
$
4,410
$
10,140
Year-to-date gross charge-offs
$
14
$
27
$
61
$
18
$
—
$
8
$
230
$
358
Total Portfolio loans
Pass
$
168,392
$
242,876
$
250,702
$
250,019
$
236,472
$
477,843
$
89,114
$
1,715,418
Special Mention
979
2,262
3,004
14,355
9,640
29,657
8,875
68,772
Substandard
153
105
988
5,082
421
4,961
1,460
13,170
Performing
70,144
39,423
54,927
81,404
40,281
123,704
122,381
532,264
Nonperforming
—
231
—
635
—
1,473
514
2,853
Total Portfolio loans
$
239,668
$
284,897
$
309,621
$
351,495
$
286,814
$
637,638
$
222,344
$
2,332,477
Year-to-date gross charge-offs
$
33
$
27
$
61
$
18
$
—
$
54
$
230
$
423
20
Table of Contents
The following table presents the activity in the ACL by loan portfolio segment:
(In thousands)
Commercial
Real Estate
Residential
Mortgage
Commercial
and
Industrial
Home
Equity Lines
of Credit
Real Estate
Construction
Consumer
Total
Three Months Ended June 30, 2026
Beginning balance - April 1, 2026
$
13,705
$
5,578
$
1,648
$
552
$
1,985
$
147
$
23,615
Charge-offs
(
120
)
—
—
—
—
(
72
)
(
192
)
Recoveries
—
—
2
—
—
27
29
Provisions (reversal of)
259
(
8
)
253
10
(
4
)
44
554
Ending balance - June 30, 2026
$
13,844
$
5,570
$
1,903
$
562
$
1,981
$
146
$
24,006
Six Months Ended June 30, 2026
Beginning balance - January 1, 2026
$
13,259
$
5,386
$
1,800
$
482
$
2,588
$
157
$
23,672
Charge-offs
(
120
)
—
—
—
—
(
154
)
(
274
)
Recoveries
—
4
71
—
—
55
130
Provisions (reversal of)
705
180
32
80
(
607
)
88
478
Ending balance - June 30, 2026
$
13,844
$
5,570
$
1,903
$
562
$
1,981
$
146
$
24,006
Three Months Ended June 30, 2025
Beginning balance - April 1, 2025
$
13,549
$
5,128
$
2,228
$
487
$
3,138
$
116
$
24,646
Charge-offs
—
—
—
—
—
(
86
)
(
86
)
Recoveries
—
—
7
—
—
14
21
(Reversal of) provisions
(
512
)
76
2
(
37
)
118
125
(
228
)
Ending balance - June 30, 2025
$
13,037
$
5,204
$
2,237
$
450
$
3,256
$
169
$
24,353
Six Months Ended June 30, 2025
Beginning balance - January 1, 2025
$
10,578
$
2,976
$
1,416
$
294
$
1,918
$
98
$
17,280
Allowance established for acquired PCD loans
798
140
194
13
169
150
1,464
Charge-offs
—
—
(
14
)
—
—
(
157
)
(
171
)
Recoveries
—
—
10
—
—
30
40
Provisions
1,661
2,088
631
143
1,169
48
5,740
Ending balance - June 30, 2025
$
13,037
$
5,204
$
2,237
$
450
$
3,256
$
169
$
24,353
Note 5 –
Deposits
Deposits were comprised of the following as of the periods presented:
(In thousands)
June 30, 2026
December 31, 2025
Noninterest-bearing demand deposits
$
600,711
$
553,855
Interest-bearing demand deposits
636,551
623,620
Money market
481,015
485,808
Savings
336,504
333,973
Total demand and savings
2,054,781
1,997,256
Time
480,895
452,929
Total deposits
$
2,535,676
$
2,450,185
Time deposits include brokered deposits totaling $
75.0
million at June 30, 2026 and $
59.1
million at December 31, 2025.
21
Table of Contents
Scheduled maturities of time deposits at June 30, 2026 are as follows:
Time Deposits
(In thousands)
Less than $250,000
$250,000 or more
Less than 1 year
$
360,089
$
79,009
1 - 2 years
24,203
6,107
2 - 3 years
4,744
1,602
3 - 4 years
3,178
—
4 - 5 years
1,963
—
Thereafter
—
—
Total time deposits
$
394,177
$
86,718
Note 6 –
Borrowings
Short-term borrowings and weighted-average interest rates for the periods presented:
June 30, 2026
December 31, 2025
(Dollars in thousands)
Amount
Rate
Amount
Rate
Securities sold under repurchase agreements
$
13,888
0.12
%
16,129
0.27
%
FHLB advances
90,000
3.90
45,000
4.08
Federal funds purchased
4,371
3.63
3,611
3.64
Total
$
108,259
3.40
%
$
64,740
3.11
%
Borrowings with original maturities of one year or less are classified as short-term. Securities sold under repurchase agreements are comprised of customer repurchase agreements, which are sweep accounts with next-day maturities utilized by larger commercial customers to earn interest on their funds. Securities are pledged to these customers in an amount at least equal to the outstanding balance. Under an agreement with the FHLB, the Bank has short-term borrowing capacity included within its maximum borrowing capacity. All FHLB advances are collateralized by a security agreement covering qualifying loans. In addition, all FHLB advances are secured by the FHLB capital stock owned by the Bank having a par value of $
14.0
million at June 30, 2026.
Long-term borrowings and their weighted-average contractual rates were comprised of the following for the periods presented:
June 30, 2026
December 31, 2025
(Dollars in thousands)
Amount
Rate
Amount
Rate
FHLB fixed-rate advances maturing:
2026
$
40,000
4.40
%
$
80,000
4.71
%
2027
90,000
4.55
90,000
4.55
2028
35,000
4.23
35,000
4.23
2029
30,000
4.25
30,000
4.25
Trust preferred subordinated debt
1
5,398
5.62
5,376
6.15
Subordinated debt
2
14,486
5.88
15,000
4.00
Total
$
214,884
4.56
%
$
255,376
4.52
%
__________________________________________________________________
1
Net of purchase accounting fair value mark.
2
Net of unamortized issuance costs.
The long-term FHLB advances have a weighted average rate of
4.42
% and are collateralized by the assets defined in the security agreement and FHLB capital stock described previously. Based on this collateral and ACNB’s holding of FHLB stock, ACNB is eligible to borrow up to $
1.30
billion, of which $
1.01
billion was available at June 30, 2026.
The trust preferred subordinated debt is comprised of debt securities issued by FCBI in December 2006 and assumed by ACNB Corporation through the acquisition of FCBI. FCBI completed the private placement of an aggregate of $
6.0
million of trust preferred securities. The interest rate on the subordinated debentures is adjusted quarterly to
163
bps over the three-month CME Term SOFR plus applicable tenor spread adjustment. On June 11, 2026, the most recent interest rate reset date, the interest rate
22
Table of Contents
was adjusted to
5.56
% through the period ending September 14, 2026. The trust preferred securities mature on December 15, 2036, and may be redeemed at par, at the Corporation’s option, on any interest payment date. The trust preferred subordinated debt is considered Tier 1 capital for the consolidated capital ratios.
On March 12, 2026, the Company entered into subordinated note purchase agreements with the Purchasers pursuant to which the Company sold and issued $
15.0
million in aggregate principal amount of its
5.875
% fixed-to-floating rate subordinated notes due March 15, 2036. The 2026 Subordinated Notes bear interest at a fixed rate, for the period up to, but excluding March 15, 2031. From and including March 15, 2031 until maturity or redemption, the interest rate will adjust to a floating rate equal to a benchmark rate, which is expected to be the then-current Three-Month Term SOFR, plus
245
bps. The Company will pay interest in arrears semi-annually during the fixed interest rate period and quarterly during the floating interest rate period. The 2026 Subordinated Notes constitute unsecured and subordinated obligations of the Company and rank junior in right of payment to any senior indebtedness and obligations to general and secured creditors. Subject to limited exceptions, the Company cannot redeem the 2026 Subordinated Notes before March 15, 2031. The 2026 Subordinated Notes were issued by the Corporation to the Purchasers at a price equal to
100
% of their face amount. The issuance costs for the 2026 Subordinated Notes were $
537
thousand and are reported net on the Consolidated Statements of Condition. The 2026 Subordinated Notes have a stated maturity of March 15, 2036, are redeemable by the Company at its option, in whole or in part, on or after March 15, 2031, and at any time upon the occurrences of certain events. The 2026 Subordinated Notes are considered Tier 2 capital for the consolidated capital ratios.
On March 30, 2021, the Company entered into subordinated note purchase agreements with the Purchasers pursuant to which the Company sold and issued $
15.0
million in aggregate principal amount of its
4.00
% fixed-to-floating rate subordinated notes due March 31, 2031. The Company redeemed on March 31, 2026 all of the Company’s outstanding
4.00
% fixed-to-floating rate 2021 Subordinated Notes due March 31, 2031, having an aggregate principal amount of $
15.0
million in accordance with the terms of the 2021 Subordinated Notes. The total redemption price was
100
% of the aggregate principal amount of the 2021 Subordinated Notes, plus interest accrued and unpaid to March 31, 2026.
Note 7 –
Derivative Financial Instruments
ACNB is exposed to certain risks arising from both its business operations and economic conditions. ACNB manages market risk, including interest rate risk, primarily by managing the amount, sources and duration of its assets and liabilities and the use of derivative financial instruments. Specifically, the Corporation enters into derivative financial instruments to manage interest rate risk that arise from business operations.
All derivatives are recognized as either assets or liabilities in the Consolidated Statements of Condition. Until a derivative is settled, favorable changes in fair values result in unrealized gains that are recognized as assets, while unfavorable changes result in unrealized losses that are recognized as liabilities.
The Company may enter into a risk participation agreement with another institution as a means to assume a portion of the credit risk associated with a loan structure which includes a derivative instrument, in exchange for fee income commensurate with the risk assumed. This type of derivative is referred to as sold credit protection. In addition, in an effort to reduce the credit risk associated with an interest rate swap agreement with a borrower for whom the Company has provided a loan structured with a derivative, the Company may purchase an RPA from an institution participating in the facility in exchange for a fee commensurate with the risk shared. This type of derivative is referred to as purchased credit protection.
23
Table of Contents
The following table presents the fair value of the Corporation’s derivative financial instruments as well as their classification on the Consolidated Statements of Condition:
June 30, 2026
Consolidated Statements of Condition
Location
December 31, 2025
(In thousands)
Notional
Amount
Asset (Liability)
Fair Value
Notional
Amount
Asset
(Liability)
Fair Value
Derivatives not designated as hedging instruments:
Interest rate lock commitments:
Assets
$
61,018
$
1,687
Other Assets
$
58,114
$
1,540
Liabilities
—
—
Other Liabilities
—
—
Forward commitments:
Assets
10,949
3
Other Assets
8,223
4
Liabilities
21,750
(
74
)
Other Liabilities
23,881
(
105
)
Interest rate derivatives with customers:
Assets
—
—
Other Assets
5,917
91
Liabilities
54,630
(
3,880
)
Other Liabilities
49,849
(
3,476
)
Interest rate derivatives with dealer counterparties:
Assets
54,630
3,880
Other Assets
49,849
3,476
Liabilities
—
—
Other Liabilities
5,917
(
91
)
Risk participations:
Sold credit protection
7,000
(
65
)
Other Liabilities
—
—
Derivatives designated as hedging instruments:
Interest rate derivatives used in cash flow hedges:
Assets
45,000
407
Other Assets
20,000
48
Liabilities
45,000
(
60
)
Other Liabilities
25,000
(
144
)
The following table presents a summary of the fair value gains and losses on derivative financial instruments for the periods presented:
Three Months Ended June 30,
Six Months Ended June 30,
Consolidated Statements of Income Classification
(In thousands)
2026
2025
2026
2025
Interest rate lock commitments
$
30
$
283
$
147
$
543
Gain from mortgage loans HFS
Forward commitments
(
218
)
(
74
)
31
(
89
)
Gain from mortgage loans HFS
24
Table of Contents
The following table presents the effect of fair value and cash flow hedge accounting on AOCI for the periods presented:
(In thousands)
Amount of Gain Recognized in OCI on Derivative
Amount of Gain Recognized in OCI Included Component
Amount of Gain (Loss) Recognized in OCI Excluded Component
Location of Gain (Loss) Recognized from AOCI into Income
Amount of Gain Reclassified from OCI into Income
Amount of Gain Reclassified from AOCI into Income Included Component
Amount of Gain (Loss) Reclassified from AOCI into Income Excluded Component
Three Months Ended June 30, 2026
Interest rate derivatives
$
231
$
231
$
—
Interest Expense
$
22
$
22
$
—
Three Months Ended June 30, 2025
Interest rate derivatives
—
—
—
Interest Expense
—
—
—
Six Months Ended June 30, 2026
Interest rate derivatives
526
526
—
Interest Expense
53
53
—
Six Months Ended June 30, 2025
Interest rate derivatives
—
—
—
Interest Expense
—
—
—
The following table presents the effect of fair value and cash flow hedge accounting on the Consolidated Statements of Income for the periods presented:
Three Months Ended June 30,
Six Months Ended June 30,
(In thousands)
2026
2025
2026
2025
Total amounts of expense line items presented in the consolidated statements of income in which the effects of fair value or cash flow hedges are recorded
$
22
$
—
$
53
$
—
The effects of fair value or cash flow hedging:
Amount of gain reclassified from AOCI into income
22
—
53
—
Amount of gain reclassified from AOCI into
income - included component
22
—
53
—
Amount of gain (loss) reclassified from AOCI into income - excluded component
—
—
—
—
During the next 12 months, the Company estimates that an additional $
248
thousand will be reclassified as a reduction to interest expense.
Note 8 –
Fair Value Measurements
Fair value is the exchange price that would be received to sell the asset or paid to transfer the liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date.
Fair value measurement establishes a fair value hierarchy that prioritizes the inputs to valuation methods used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows:
Level 1 — Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.
Level 2 — Quoted prices for similar assets or liabilities in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability.
25
Table of Contents
Level 3 — Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported with little or no market activity).
An asset or liability’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement.
The following tables present assets and liabilities carried at fair value and the basis of measurement used at the periods presented:
June 30, 2026
(In thousands)
Basis
Level 1
Level 2
Level 3
Total
Assets
Equity securities with readily determinable fair values
Recurring
$
938
$
—
$
—
$
938
AFS Investment Securities:
U.S. Government and agencies
—
53,099
—
53,099
Collateralized mortgage obligations
—
92,019
—
92,019
Residential mortgage-backed securities
—
165,859
—
165,859
Commercial mortgage-backed securities
—
116,748
—
116,748
State and municipal
—
10,522
—
10,522
Corporate bonds
—
27,969
—
27,969
Total AFS Investment Securities
Recurring
$
—
$
466,216
$
—
$
466,216
Loans held for sale
Recurring
—
33,528
—
33,528
Derivative financial instruments - assets
Recurring
—
5,977
—
5,977
Individually evaluated loans
Non-recurring
—
—
243
243
Foreclosed assets held for resale
Non-recurring
—
—
569
569
Liabilities
Derivative financial instruments - liabilities
Recurring
$
—
$
4,079
$
—
$
4,079
December 31, 2025
(In thousands)
Basis
Level 1
Level 2
Level 3
Total
Assets
Equity securities with readily determinable fair values
Recurring
$
949
$
—
$
—
$
949
AFS Investment Securities:
U.S. Government and agencies
—
59,352
—
59,352
Collateralized mortgage obligations
—
74,030
—
74,030
Residential mortgage-backed securities
—
173,688
—
173,688
Commercial mortgage-backed securities
—
122,209
—
122,209
State and municipal
—
8,450
—
8,450
Corporate bonds
—
29,165
—
29,165
Total AFS Investment Securities
Recurring
$
—
$
466,894
$
—
$
466,894
Loans held for sale
Recurring
—
28,170
—
28,170
Derivative financial instruments - assets
Recurring
—
5,159
—
5,159
Individually evaluated loans
Non-recurring
—
—
550
550
Foreclosed assets held for resale
Non-recurring
—
—
19
19
Liabilities
Derivative financial instruments - liabilities
Recurring
$
—
$
3,816
$
—
$
3,816
26
Table of Contents
The valuation techniques used to measure fair value for the items in the preceding tables are as follows:
Equity securities
— The fair value of equity securities with readily determinable fair values is recorded on the Consolidated Statements of Condition, with realized and unrealized gains and losses reported in noninterest income on the Consolidated Statements of Income. They are classified as Level 1 assets.
Available for sale investment securities —
Included in this asset category are debt and pass through securities. Level 2 investment securities are valued by a third-party pricing service. The pricing service uses pricing models that vary based on asset class and incorporate available market information, including quoted prices of investment securities with similar characteristics. Because many fixed income securities do not trade on a daily basis, pricing models use available information, as applicable, through processes such as benchmark yield curves, benchmarking of like securities, sector groupings and matrix pricing. Standard market inputs include: benchmark yields, reported trades, broker/dealer quotes, issuer spreads, two-sided markets, benchmark securities, bids, offers and reference data, including market research publications. For certain security types, additional inputs may be used, or some of the standard market inputs may not be applicable.
•
U.S. Government and agencies —
Fair values are determined by a third-party pricing service, as detailed above. These debt securities are classified as Level 2.
•
Collateralized mortgage obligations, Mortgage-backed securities and State and Municipal securities —
Fair values are determined by a third-party pricing service, as detailed above. These debt securities are classified as Level 2.
•
Corporate bonds —
This category consists of subordinated and senior debt issued by financial institutions and the fair values for these corporate debt securities are determined by a third-party pricing service, as detailed above. They are classified as Level 2 investments.
Loans held for sale —
This category includes mortgage loans HFS that are measured at fair value utilizing Level 2 measurements. Fair values are measured as the price that secondary market investors were offering for loans with similar characteristics.
Derivative financial instruments —
Derivative financial instruments include interest rate lock commitments, forward commitments and interest rate derivatives. The fair value of interest rate lock commitments is derived from the value of the underlying loans, adjusted for changes in market interest rates relative to the committed rate. The fair value of forward commitments is based on quoted prices for mortgage-backed securities with similar characteristics. The fair value of interest rate derivatives and risk participations is based upon broker quotes. The fair value of both the assets and the related liabilities are determined in the same manner and are all classified as Level 2 assets.
Individually evaluated loans —
This category consists of loans that were individually evaluated for impairment and have a specific reserve. They are classified as Level 3 assets.
Foreclosed assets held for resale —
This category consists of foreclosed assets that are held for resale and classified as Level 3 assets, for which the fair values were based on estimated selling prices less estimated selling costs for similar assets in active markets.
27
Table of Contents
The following table presents additional quantitative information about assets measured at fair value on a nonrecurring basis for which the Corporation has utilized Level 3 inputs to determine fair value:
(Dollars in thousands)
Fair Value Estimate
Valuation Technique
1
Unobservable Input
2
Range
Weighted Average
June 30, 2026
Individually evaluated loans
$
243
Appraisal of collateral
Appraisal adjustments
26
% –
100
%
84
%
Foreclosed assets held for resale
569
Appraisal of collateral
Appraisal adjustments
27
%
27
%
December 31, 2025
Individually evaluated loans
$
550
Appraisal of collateral
Appraisal adjustments
16
% –
100
%
43
%
Foreclosed assets held for resale
19
Appraisal of collateral
Appraisal adjustments
3
%
3
%
__________________________________________________________________
1
Fair value is generally determined through management’s estimate or independent third-party appraisals of the underlying collateral, which generally
includes various Level 3 inputs which are not observable.
2
Appraisals may be adjusted downward by management for qualitative factors such as economic conditions and estimated liquidation expenses. The range of liquidation expenses and other appraisal adjustments are presented as a percentage of the appraisal. Higher downward adjustments are caused by negative changes to the collateral or conditions in the real estate market, actual offers or sales contracts received and/or age of the appraisal.
Management uses its best judgment in estimating the fair value of the Corporation’s financial instruments; however, there are inherent weaknesses in any estimation technique. Therefore, for substantially all financial instruments, the fair value estimates herein are not necessarily indicative of the amounts the Corporation could have realized in a sales transaction on the dates indicated. The estimated fair value amounts have been measured as of their respective reporting dates and have not been reevaluated or updated for purposes of these Consolidated Financial Statements subsequent to those respective dates. As such, the estimated fair values of these financial instruments subsequent to the respective reporting dates may be different than the amounts reported at each period end. Due to a wide range of valuation techniques and the degree of subjectivity used in making the estimates, comparisons between the Corporation’s disclosures and those of other companies may not be meaningful.
FHLB and Atlantic Community Banker’s Bank stock represent restricted investments and are carried at cost less any impairment on the Consolidated Statement of Condition, which is a reasonable estimate of fair value. There was no impairment identified as of June 30, 2026 or December 31, 2025.
28
Table of Contents
The following tables present the carrying amount and the estimated fair value of the Corporation’s financial instruments:
June 30, 2026
Carrying Amount
Estimated Fair Value
(In thousands)
Total
Level 1
Level 2
Level 3
Financial assets:
Cash and due from banks
$
27,995
$
27,995
$
27,995
$
—
$
—
Interest-bearing deposits with banks
53,840
53,840
53,840
—
—
Equity securities with readily determinable fair values
938
938
938
—
—
Investment securities AFS
466,216
466,216
—
466,216
—
Investment securities HTM
62,620
56,576
—
56,576
—
Loans held for sale
33,528
33,528
—
33,528
—
Loans, net
2,374,098
2,375,817
—
—
2,375,817
Accrued interest receivable
10,920
10,920
—
10,920
—
Derivative assets
5,977
5,977
—
5,977
—
Financial liabilities:
Demand deposits, savings and money markets
$
2,054,781
$
2,054,781
$
—
$
2,054,781
$
—
Time deposits
480,895
474,689
—
474,689
—
Securities sold under repurchase agreements
13,888
13,888
—
13,888
—
Federal funds purchased
4,371
4,371
—
4,371
—
FHLB Advances
285,000
285,700
—
285,700
—
Trust preferred and subordinated debt
19,884
20,301
—
20,301
—
Accrued interest payable
1,996
1,996
—
1,996
—
Derivative liabilities
4,079
4,079
—
4,079
—
December 31, 2025
Carrying Amount
Estimated Fair Value
(In thousands)
Total
Level 1
Level 2
Level 3
Financial assets:
Cash and due from banks
$
20,611
$
20,611
$
20,611
$
—
$
—
Interest-bearing deposits with banks
45,037
45,037
45,037
—
—
Equity securities with readily determinable fair values
949
949
949
—
—
Investment securities AFS
466,894
466,894
—
466,894
—
Investment securities HTM
63,288
57,537
—
57,537
—
Loans held for sale
28,170
28,170
—
28,170
—
Loans, net
2,306,842
2,294,388
—
—
2,294,388
Accrued interest receivable
10,950
10,950
—
10,950
—
Derivative assets
5,159
5,159
—
5,159
—
Financial liabilities:
Demand deposits, savings and money markets
$
1,997,256
$
1,997,256
$
—
$
1,997,256
$
—
Time deposits
452,929
448,051
—
448,051
—
Securities sold under repurchase agreements
16,129
16,129
—
16,129
—
Federal funds purchased
3,611
3,611
—
3,611
—
FHLB Advances
280,000
282,910
—
282,910
—
Trust preferred and subordinated debt
20,376
19,626
—
19,626
—
Accrued interest payable
2,186
2,186
—
2,186
—
Derivative liabilities
3,816
3,816
—
3,816
—
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Table of Contents
Note 9 –
Defined Benefit Pension Plan
The components of net periodic benefit income related to the non-contributory, defined benefit pension plan were as follows:
Three Months Ended June 30,
Six Months Ended June 30,
(In thousands)
2026
2025
2026
2025
Service cost
$
90
$
91
$
180
$
182
Interest cost
396
399
792
798
Expected return on plan assets
(
742
)
(
684
)
(
1,484
)
(
1,369
)
Net Periodic Benefit Income
$
(
256
)
$
(
194
)
$
(
512
)
$
(
389
)
The Corporation has determined that it will not be contributing to the defined benefit plan in 2026 based on current levels and expected returns on plan assets. Effective April 1, 2012, no inactive or former participant in the plan is eligible to again participate in the plan and no employee hired after March 31, 2012 is eligible to participate in the plan.
Note 10 –
Commitments and Contingencies
Commitments
The Corporation is a party to financial instruments with OBS risk in the normal course of business to meet the financing needs of its customers. These financial instruments consist primarily of commitments to extend credit (typically mortgages and commercial loans) and, to a lesser extent, standby letters of credit. To varying degrees, these instruments involve elements of credit and interest rate risk in excess of the amount recognized on the Consolidated Statements of Condition.
The Corporation’s exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and standby letters of credit is represented by the contractual amount of those instruments. The Corporation uses the same credit policies in making commitments and conditional obligations as it does for on balance sheet instruments. The Corporation does not anticipate any material losses from these commitments.
Commitments to extend credit, including commitments to grant loans and unfunded commitments under lines of credit, are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The Corporation evaluates each customer’s creditworthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Corporation upon extensions of credit, is based on management’s credit evaluation of the customer. Collateral held varies but may include accounts receivable, inventory, property and equipment and income-producing commercial properties. On loans secured by real estate, the Corporation generally requires loan to value ratios of no greater than
80
%.
Standby letters of credit are conditional commitments issued by the Corporation to guarantee the performance of a customer to a third-party. Those guarantees are primarily issued to support public and private borrowing arrangements and similar transactions. The terms of the letters of credit vary and may have renewal features. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loans to customers. The Corporation generally holds collateral and/or personal guarantees supporting those commitments for which collateral is deemed necessary. Management believes that the proceeds obtained through a liquidation of such collateral and the enforcement of guarantees would be sufficient to cover the maximum potential amount of future payments required under the corresponding guarantees.
The Corporation maintains a $
5.0
million unsecured line of credit with a correspondent bank. The Corporation guarantees a note related to a $
1.5
million commercial line of credit with a correspondent bank, with normal terms and conditions for such a line, for ACNB Insurance Services, the borrower. The commercial line of credit is for general working capital needs as they arise by ACNB Insurance Services. The liability is recorded for the net drawn amount of this line, no further liability is recorded for the remaining line as to the guarantor’s obligation as the guarantor would have full recourse from all assets of its wholly-owned subsidiary. There were no advances on these lines at June 30, 2026 and at December 31, 2025.
The Corporation has not been required to perform on any financial guarantees and has not incurred any losses on its commitments during the past three years.
30
Table of Contents
A summary of the Corporation’s commitments were as follows:
(In thousands)
June 30, 2026
December 31, 2025
Commitments to extend credit
$
570,086
$
566,837
Standby letters of credit
25,402
24,387
Contingencies
The Corporation is subject to claims and lawsuits which arise primarily in the ordinary course of business. Based on information presently available and advice received from legal counsel representing the Corporation in connection with any such claims and lawsuits, it is the opinion of management that the disposition or ultimate determination of any such claims and lawsuits will not have a material adverse effect on the consolidated financial position, consolidated results of operations or liquidity of the Corporation.
Note 11 –
Accumulated Other Comprehensive Loss
The components of accumulated other comprehensive loss, net of taxes, are as follows:
(In thousands)
Net Change Related to Investment Securities
Net Change Related to Derivatives Used for Cash Flow Hedges
Net Change Related to Defined Benefit Pension Plans
Accumulated Other Comprehensive Loss
Three Months Ended June 30, 2026
Balance at April 1, 2026
$
(
22,143
)
$
96
$
(
1,412
)
$
(
23,459
)
Other comprehensive (loss) income
(
75
)
163
—
88
Balance at June 30, 2026
$
(
22,218
)
$
259
$
(
1,412
)
$
(
23,371
)
Six Months Ended June 30, 2026
Balance at January 1, 2026
$
(
19,544
)
$
(
109
)
$
(
2,521
)
$
(
22,174
)
Other comprehensive (loss) income
(
2,674
)
368
1,109
(
1,197
)
Balance at June 30, 2026
$
(
22,218
)
$
259
$
(
1,412
)
$
(
23,371
)
Three Months Ended June 30, 2025
Balance at April 1, 2025
$
(
31,810
)
$
—
$
(
3,508
)
$
(
35,318
)
Other comprehensive income
2,467
—
—
2,467
Balance at June 30, 2025
$
(
29,343
)
$
—
$
(
3,508
)
$
(
32,851
)
Six Months Ended June 30, 2025
Balance at January 1, 2025
$
(
38,160
)
$
—
$
(
3,508
)
$
(
41,668
)
Other comprehensive income
8,817
—
—
8,817
Balance at June 30, 2025
$
(
29,343
)
$
—
$
(
3,508
)
$
(
32,851
)
31
Note 12 –
Segment Reporting
The Corporation has
two
reporting segments, the Bank and ACNB Insurance Services.
Segment information as of and for the periods listed below is as follows:
(In thousands)
Banking
Insurance
Other
1
Consolidated
Three Months Ended June 30, 2026
Interest and dividend income
$
43,699
$
—
$
(
14
)
$
43,685
Noninterest income
5,970
2,991
(
143
)
8,818
Total consolidated revenues
52,503
Interest expense
9,347
—
336
9,683
Provision for credit losses and unfunded commitments
447
—
—
447
Depreciation and amortization expense
1,401
188
—
1,589
Salaries and employee benefits
11,958
1,693
110
13,761
Other noninterest expense
2
7,275
383
117
7,775
Income (loss) before income taxes
19,241
727
(
720
)
19,248
Income tax expense (benefit)
3,981
205
(
152
)
4,034
Net income (loss)
$
15,260
$
522
$
(
568
)
$
15,214
Total assets
$
3,303,705
$
19,556
$
(
4,398
)
$
3,318,863
Goodwill
$
56,064
$
8,385
$
—
$
64,449
Capital expenditures
$
516
$
—
$
—
$
516
Three Months Ended June 30, 2025
Interest and dividend income
$
41,576
$
1
$
(
1
)
$
41,576
Noninterest income
5,775
2,908
(
1
)
8,682
Total consolidated revenues
50,258
Interest expense
10,316
—
248
10,564
Reversal of provision for
credit losses and unfunded commitments
(
582
)
—
—
(
582
)
Depreciation and amortization expense
1,583
190
—
1,773
Salaries and employee benefits
12,020
1,572
101
13,693
Other noninterest expense
2
9,385
419
96
9,900
Income (loss) before income taxes
14,629
728
(
447
)
14,910
Income tax (benefit) expense
3,167
189
(
94
)
3,262
Net income (loss)
$
11,462
$
539
$
(
353
)
$
11,648
Total assets
$
3,242,501
$
22,693
$
(
5,666
)
$
3,259,528
Goodwill
$
56,064
$
8,385
$
—
$
64,449
Net capital expenditures
$
(
199
)
$
14
$
—
$
(
185
)
__________________________________________________________________
1
Includes the holding company and intercompany eliminations, including the intersegment elimination of interest income and interest expense.
2
Other noninterest expense for Banking includes equipment, net occupancy, professional services, other tax, FDIC and regulatory and merger-related expenses.
Other noninterest expense for Insurance includes equipment, net occupancy and professional services expenses.
32
(In thousands)
Banking
Insurance
Other
1
Consolidated
Six Months Ended June 30, 2026
Interest and dividend income
$
85,917
$
1
$
(
1
)
$
85,917
Noninterest income
11,940
5,296
(
144
)
17,092
Total consolidated revenues
103,009
Interest expense
18,784
—
616
19,400
Provision for credit losses and unfunded commitments
358
—
—
358
Depreciation and amortization expense
2,878
376
—
3,254
Salaries and employee benefits
24,176
3,392
220
27,788
Other noninterest expense
2
14,633
781
284
15,698
Income (loss) before income taxes
37,028
748
(
1,265
)
36,511
Income tax expense (benefit)
7,652
208
(
266
)
7,594
Net income (loss)
$
29,376
$
540
$
(
999
)
$
28,917
Total assets
$
3,303,705
$
19,556
$
(
4,398
)
$
3,318,863
Goodwill
$
56,064
$
8,385
$
—
$
64,449
Capital expenditures
$
850
$
—
$
—
$
850
Six Months Ended June 30, 2025
Interest and dividend income
$
77,866
$
2
$
(
2
)
$
77,866
Noninterest income
10,800
5,055
11
15,866
Total consolidated revenues
93,732
Interest expense
19,267
—
497
19,764
Provision for credit losses and unfunded commitments
4,906
—
—
4,906
Depreciation and amortization expense
2,833
385
—
3,218
Salaries and employee benefits
23,318
3,034
202
26,554
Other noninterest expense
2
23,949
755
225
24,929
Income (loss) before income taxes
14,393
883
(
915
)
14,361
Income tax expense (benefit)
2,940
231
(
186
)
2,985
Net income (loss)
$
11,453
$
652
$
(
729
)
$
11,376
Total assets
$
3,242,501
$
22,693
$
(
5,666
)
$
3,259,528
Goodwill
$
56,064
$
8,385
$
—
$
64,449
Capital expenditures
$
455
$
19
$
—
$
474
__________________________________________________________________
1
Includes the holding company and intercompany eliminations, including the intersegment elimination of interest income and interest expense.
2
Other noninterest expense for Banking includes equipment, net occupancy, professional services, other tax, FDIC and regulatory and merger-related expenses.
Other noninterest expense for Insurance includes equipment, net occupancy and professional services expenses.
33
ACNB CORPORATION
ITEM 2 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The following is management’s discussion and analysis of the significant changes in the financial condition, results of operations, comprehensive income, capital resources and liquidity presented in its accompanying Consolidated Financial Statements for ACNB Corporation, a financial holding company. Please read this discussion in conjunction with the Consolidated Financial Statements and disclosures included herein. Current performance does not guarantee, assure or indicate similar performance in the future.
Forward-Looking Statements
In addition to historical information, this Form 10-Q may contain forward-looking statements. Examples of forward-looking statements include, but are not limited to, (a) projections or statements regarding future earnings, expenses, net interest income, noninterest income, earnings or loss per share, asset mix and quality, growth prospects, capital structure, and other financial terms, (b) statements of plans and objectives of Management or the Board of Directors, and (c) statements of assumptions, such as economic conditions in the Corporation’s Market Areas. Such forward-looking statements can be identified by the use of forward-looking terminology such as “believes”, “expects”, “may”, “intends”, “will”, “should”, “anticipates”, or the negative of any of the foregoing or other variations thereon or comparable terminology, or by discussion of strategy. Forward-looking statements are subject to certain risks and uncertainties such as national, regional and local economic conditions, competitive factors, and regulatory limitations. Actual results may differ materially from those projected in the forward-looking statements. Such risks, uncertainties and other factors that could cause actual results and experience to differ from those projected include, but are not limited to, the following: short-term and long-term effects of inflation and rising costs on the Corporation, customers and economy; legislative and regulatory changes; banking system instability caused by failures and financial uncertainty of various banks which may adversely impact the Corporation and its securities and loan values, deposit stability, capital adequacy, financial condition, operations, liquidity, and results of operations; effects of governmental and fiscal policies, as well as legislative and regulatory changes; effects of new laws and regulations (including laws and regulations concerning taxes, banking, securities and insurance) and their application with which the Corporation and its subsidiaries must comply; impacts of the capital and liquidity requirements of the Basel III standards or any similar standards; effects of changes in accounting policies and practices, as may be adopted by the regulatory agencies, as well as the Financial Accounting Standards Board and other accounting standard setters; ineffectiveness of the business strategy due to changes in current or future market conditions; future actions or inactions of the United States government, including the effects of short-term and long-term federal budget and tax negotiations and a failure to increase the government debt limit or a prolonged shutdown of the federal government; effects of economic conditions particularly with regard to the negative impact of any pandemic, epidemic or health-related crisis and the responses thereto on the operations of the Corporation and current customers, specifically the effect of the economy on loan customers’ ability to repay loans; effects of competition, and of changes in laws and regulations on competition, including industry consolidation and development of competing financial products and services; inflation, securities market and monetary fluctuations; risks of changes in interest rates on the level and composition of deposits, loan demand, and the values of loan collateral, securities, and interest rate protection agreements, as well as interest rate risks; difficulties in acquisitions and integrating and operating acquired business operations, including information technology difficulties; challenges in establishing and maintaining operations in new markets; effects of technology changes; effects of general economic conditions and more specifically in the Corporation’s Market Areas; failure of assumptions underlying the establishment of reserves for credit losses and estimations of values of collateral and various financial assets and liabilities; acts of war or terrorism or geopolitical instability; disruption of credit and equity markets; ability to manage current levels of impaired assets; loss of certain key officers; ability to maintain the value and image of the Corporation’s brand and protect the Corporation’s intellectual property rights; continued relationships with major customers; potential impacts to the Corporation from continually evolving cybersecurity and other technological risks and attacks, including additional costs, reputational damage, regulatory penalties, and financial losses; and, trade and tariff uncertainties and volatility. Management considers subsequent events occurring after the balance sheet date for matters which may require adjustments to, or disclosure in, the Consolidated Financial Statements. We caution readers not to place undue reliance on these forward-looking statements. They only reflect Management’s analysis as of this date. The Corporation does not revise or update these forward-looking statements to reflect events or changed circumstances. Please carefully review the risk factors described in other documents the Corporation files from time to time with the SEC, including the Annual Reports on Form 10-K and the Quarterly Reports on Form 10-Q. Please also carefully review any Current Reports on Form 8-K filed by the Corporation with the SEC.
34
Executive Overview
ACNB Corporation is the financial holding company for the wholly-owned subsidiaries of ACNB Bank and ACNB Insurance Services. ACNB Bank provides a full range of retail and commercial financial services in Pennsylvania and Maryland primarily through its network of 33 community banking offices and two loan production offices. ACNB Insurance Services offers a broad range of property, casualty, health, life and disability insurance serving personal and commercial clients through office locations in Westminster, Maryland, and Gettysburg, Pennsylvania and is licensed to do business in 46 states.
The primary source of the Corporation’s revenues is net interest income derived from interest earned on loans and investments, less deposit and borrowing funding costs. Revenues are influenced by general economic factors, including market interest rates, the economies of the markets served, stock market conditions, as well as competitive forces within the markets. The Corporation also generates revenue through commissions and fees earned on various services and financial products offered to its customers and through gains on sales of assets such as loans, investments and properties. The Corporation incurs expenses to generate the revenue through provision for credit losses, noninterest expense and income taxes. The Corporation’s overall strategy is to increase loan growth in its local markets while maintaining a reasonable funding base by offering competitive deposit products and services.
Financial results for the six months ended June 30, 2025 were impacted by two discrete items that were related to the Acquisition of Traditions Bancorp, Inc. which was completed on February 1, 2025: a provision for credit losses on non-PCD loans of
$4.2 million, net of taxes, and merger-related expenses totaling $7.8 million, net of taxes. Financial results for the six months ended June 30, 2025 include ACNB’s standalone results for the month of January 2025.
The following table presents a summary of the Corporation’s earnings and selected performance and asset quality ratios:
Three Months Ended June 30,
Six Months Ended June 30,
(Dollars in thousands, except per share data)
2026
2025
2026
2025
Net income
$
15,214
$
11,648
$
28,917
$
11,376
Diluted earnings per share
$
1.49
$
1.11
$
2.81
$
1.12
Cash dividends declared
$
0.92
$
0.34
$
1.30
$
0.66
Return on average assets (annualized)
1.85
%
1.43
%
1.78
%
0.74
%
Return on average equity (annualized)
14.54
%
11.96
%
13.75
%
6.11
%
Net interest margin
1
4.56
%
4.21
%
4.51
%
4.14
%
Non-performing loans to total loans, net of unearned income
2
0.41
%
0.43
%
0.41
%
0.43
%
Non-performing assets to total assets
3
0.31
%
0.31
%
0.31
%
0.31
%
Net charge-offs to average loans outstanding (annualized)
0.03
%
0.01
%
0.01
%
0.01
%
Allowance for credit losses to total loans, net of unearned income
1.00
%
1.04
%
1.00
%
1.04
%
__________________________________________________________________
1
Income on interest-earning assets has been computed on a FTE basis using the 21% federal income tax statutory rate.
2
Non-performing loans consists of loans on nonaccrual status and loans greater than 90 days past due and still accruing interest.
3
Non-performing assets consists of non-performing loans and foreclosed assets held for resale
.
Summary Financial Results
•
Net Interest Income —
Net interest income was $34.0 million for the three months ended June 30, 2026 compared to $31.0 million for the same period of 2025, an increase of $3.0 million. For the six months ended June 30, 2026, net interest income was $66.5 million compared to $58.1 million for the same period of 2025. The increase in net interest income was driven primarily by loan growth, new loans and investment securities funded during the quarter at higher rates than those that paid off or matured, and the continued benefit of lower funding costs. In addition, the yield on investment securities during the six months ended June 30, 2026 compared to the same period in the prior year was impacted by a repositioning of the investment securities portfolio completed during the three months ended December 31, 2025.
◦
Net Interest Margin —
FTE net interest margin increased to 4.56% for the three months ended June 30, 2026 compared to 4.21% in the same period of 2025, an increase of 35 bps. FTE net interest margin increased to 4.51% for the six months ended June 30, 2026 compared to 4.14% in the same period of 2025, an increase of 37 bps. The accretion impact of acquisition accounting adjustments on loans and deposits from the
35
Acquisition was $1.8 million and $2.2 million for the three months ended June 30, 2026 and 2025, respectively, and $3.6 million and $3.7 million for the six months ended June 30, 2026 and 2025, respectively.
◦
Loan Growth —
Average loans increased $46.0 million for the three months ended June 30, 2026, compared to the same period of 2025, driven primarily by organic growth in the commercial real estate portfolio and increased $126.9 million for the six months ended June 30, 2026, compared to the same period of 2025 driven primarily by organic growth in the commercial real estate portfolio and the Acquisition.
◦
Deposit Growth —
Average noninterest-bearing deposits increased $20.1 million and $30.8 million for the three and six months ended June 30, 2026, respectively, compared to same periods of 2025 driven primarily by promotional incentives on commercial checking accounts and the Acquisition. Average interest-bearing deposits decreased $14.0 million, for three months ended June 30, 2026 primarily as a result of attrition of higher cost money market deposits from the Acquisition. Average interest-bearing deposits increased $68.5 million for the six months ended June 30, 2026 compared to the same period of 2025 driven primarily by the timing of the Acquisition.
◦
Yield on Average Earning Assets —
For the three and six months ended June 30, 2026, the yields on average earning assets were 5.86% and 5.82%, respectively, an increase of 22 and 27 bps compared to the same periods of 2025.
◦
Rate on Average Interest-bearing Liabilities —
For the three and six months ended June 30, 2026, the rates on average interest-bearing liabilities were 1.73% and 1.75%, respectively, a decrease of 14 and 9 bps, respectively, compared to the same periods of 2025.
•
Asset Quality —
The allowance for credit losses was $24.0 million at June 30, 2026, compared to $23.7 million at December 31, 2025. The increase was driven primarily by loan growth.
◦
Annualized net charge-offs to total average loans outstanding for the three and six months ended June 30, 2026 were 0.03% and 0.01%, respectively, compared to 0.01% for both of the same periods of 2025.
◦
Non-performing loans were $9.8 million, or 0.41%, of total loans at June 30, 2026 compared to $10.1 million, or 0.43%, of total loans at June 30, 2025. The decrease was driven primarily by charge-offs, the movement of several loans to foreclosed assets held for resale and paydowns.
•
Noninterest income —
Noninterest income was $8.8 million and $17.1 million for the three and six months ended June 30, 2026, respectively, an increase of $136 thousand and $1.2 million, respectively, for the same periods of 2025. The increase for the three months ended June 30, 2026 was driven primarily by higher wealth management income and higher earnings on investment in bank-owned life insurance, partially offset by lower other income due to lower credit card processing and letter of credit fees. In addition to the impact of the Acquisition, the increase for the six months ended June 30, 2026 compared to the same period of 2025 was driven primarily by higher wealth management income, gain on assets HFS and earnings on investment in bank-owned life insurance.
•
Noninterest expenses —
Noninterest expense was $23.1 million and $46.7 million for the three and six months ended June 30, 2026, a decrease of $2.2 million and $8.0 million for the same periods of 2025, respectively. The decrease was driven primarily by merger-related expenses due to the Acquisition during the three and six months ended June 30, 2025.
A more thorough discussion of the Corporation’s results of operations and financial condition is included in the following pages.
CRITICAL ACCOUNTING ESTIMATES
The accounting policies that the Corporation’s management deems to be most important to the portrayal of its financial condition and results of operations because they require management’s most difficult, subjective or complex judgment often result in the need to make estimates about the effect of such matters which are inherently uncertain. The following accounting estimate is deemed to be critical by management:
Allowance for Credit Losses
— The ACL represents an amount which, in management’s judgment, is adequate to absorb expected credit losses on outstanding loans at the balance sheet date based on the evaluation of the size and current risk characteristics of the loan portfolio, past events, current conditions, reasonable and supportable forecasts of future economic conditions and prepayment experience. The ACL is measured and recorded upon the initial recognition of a financial asset. The
36
ACL is reduced by charge-offs, net of recoveries of previous losses, and is increased or decreased by a provision for (reversal of) credit losses, which is recorded as a current period operating expense.
Determination of an appropriate ACL is inherently complex and requires the use of significant and highly subjective estimates. The reasonableness of the ACL is reviewed quarterly by management.
Management believes it uses relevant information available to make determinations about the ACL and that it has established the existing allowance in accordance with GAAP. However, the determination of the ACL requires significant judgment, and estimates of expected credit losses in the loan portfolio can vary from the amounts actually observed. While management uses available information to recognize expected credit losses, future additions to the ACL may be necessary based on changes in the loans comprising the portfolio, changes in the current and forecasted economic conditions, changes in the interest rate environment which may directly impact prepayment and curtailment rate assumption, and changes in the financial condition of borrowers. As of June 30, 2026, the Company believes that its ACL was adequate.
RESULTS OF OPERATIONS
Three months ended June 30, 2026 compared to three months ended June 30, 2025
Net income for the three months ended June 30, 2026 was $15.2 million, or $1.49 diluted earnings per share, compared to net income of $11.6 million, or $1.11 diluted earnings per share for the same period of 2025, an increase of $3.6 million, or $0.38 diluted earnings per share. The financial results for the three months ended June 30, 2025 were impacted by merger-related expenses, net of taxes, totaling $1.5 million.
Net Interest Income
Net interest income totaled $34.0 million for the three months ended June 30, 2026 compared to $31.0 million for the same period of 2025, an increase of $3.0 million. The FTE net interest margin for the three months ended June 30, 2026 was 4.56%, a 35 bps increase from 4.21% for the same period of 2025. The increase in net interest income and FTE net interest margin was driven primarily by loan growth, new loans and investment securities funded at higher rates than those that paid off or matured and the continued benefit of lower funding costs. In addition, the repositioning of the investment securities portfolio completed during the three months ended December 31, 2025 contributed to higher yields. The accretion impact of acquisition accounting adjustments on loans and deposits from the Acquisition was $1.8 million and $2.2 million for the three months ended June 30, 2026 and 2025, respectively. The Corporation manages the risk associated with changes in interest rates through the techniques described within Item 3, “Quantitative and Qualitative Disclosures About Market Risk” in this Quarterly Report on Form 10-Q.
37
The following table provides a comparative average Consolidated Statement of Condition and net interest income analysis for the periods presented. Interest income and yields are presented on a FTE basis. The discussion following this table is based on these tax equivalent amounts.
Three Months Ended June 30,
2026
2025
(Dollars in thousands)
Average Balance
Interest
1
Yield/ Rate
Average
Balance
Interest
1
Yield/
Rate
ASSETS
Loans:
Taxable
$
2,345,905
$
37,883
6.48
%
$
2,296,429
$
36,555
6.38
%
Tax-exempt
55,382
442
3.20
58,903
401
2.73
Total Loans
2
2,401,287
38,325
6.40
2,355,332
36,956
6.29
Investment Securities:
Taxable
490,321
4,609
3.77
482,933
3,590
2.98
Tax-exempt
55,946
405
2.90
54,261
358
2.65
Total Investment Securities
3
546,267
5,014
3.68
537,194
3,948
2.95
Interest-bearing deposits with banks
56,171
524
3.74
77,348
831
4.31
Total Earning Assets
3,003,725
43,863
5.86
2,969,874
41,735
5.64
Cash and due from banks
25,827
25,610
Premises and equipment
28,757
32,019
Other assets
254,925
255,624
Allowance for credit losses
(23,560)
(24,615)
Total Assets
$
3,289,674
$
3,258,512
LIABILITIES
Interest-bearing demand deposits
$
650,258
$
595
0.37
%
$
612,812
$
514
0.34
%
Money markets
489,449
2,266
1.86
536,755
2,706
2.02
Savings deposits
335,451
26
0.03
342,327
27
0.03
Time deposits
476,319
3,727
3.14
473,589
4,037
3.42
Total Interest-Bearing Deposits
1,951,477
6,614
1.36
1,965,483
7,284
1.49
Short-term borrowings
73,266
552
3.02
44,515
341
3.07
Long-term borrowings
215,038
2,517
4.69
255,347
2,939
4.62
Total Borrowings
288,304
3,069
4.27
299,862
3,280
4.39
Total Interest-Bearing Liabilities
2,239,781
9,683
1.73
2,265,345
10,564
1.87
Noninterest-bearing demand deposits
583,453
563,321
Other liabilities
46,848
39,271
Stockholders’ Equity
419,592
390,575
Total Liabilities and Stockholders’ Equity
$
3,289,674
$
3,258,512
Taxable Equivalent Net Interest Income
34,180
31,171
Taxable Equivalent Adjustment
(178)
(159)
Net Interest Income
$
34,002
$
31,012
Cost of Funds
1.38
%
1.50
%
FTE Net Interest Margin
4.56
%
4.21
%
__________________________________________________________________
1
Income on interest-earning assets has been computed on a FTE basis using the 21% federal income tax statutory rate.
2
Average balances include non-accrual loans and are net of unearned income.
3
Average balance of investment securities is computed at fair value.
38
The following table analyzes the relative impact on FTE net interest income attributed to changes in the volume of interest-earning assets and interest-bearing liabilities and changes in yields and rates for the
three months ended June 30, 2026
compared to the
same period of 2025
:
2026 versus 2025
(Dollars in thousands)
Volume
Yield/Rate
1
Net
INTEREST-EARNING ASSETS
Loans
Taxable
$
787
$
541
$
1,328
Tax-exempt
(24)
65
41
Total Loans
2
763
606
1,369
Investment Securities
Taxable
55
964
1,019
Tax-exempt
11
36
47
Total Investment Securities
3
66
1,000
1,066
Interest-bearing deposits with banks
(228)
(79)
(307)
Total
$
601
$
1,527
$
2,128
INTEREST-BEARING LIABILITIES
Interest-bearing demand deposits
$
32
$
49
$
81
Money markets
(238)
(202)
(440)
Savings deposits
(1)
—
(1)
Time deposits
23
(333)
(310)
Total Interest-Bearing Deposits
(184)
(486)
(670)
Short-term borrowings
220
(9)
211
Long-term borrowings
(464)
42
(422)
Total Borrowings
(244)
33
(211)
Total
(428)
(453)
(881)
Change in Net Interest Income
$
1,029
$
1,980
$
3,009
__________________________________________________________________
1
The effect of changing volume and rate, which cannot be segregated, has been allocated entirely to the rate column.
2
Based on average balances and includes non-accrual loans and are net of unearned income.
3
Average balance of investment securities is computed at fair value.
Total FTE interest income increased $2.1 million during the three months ended June 30, 2026 compared to the same period of 2025, driven primarily by an increase in yield of interest earning assets, which was driven primarily by the repositioning of the investment securities portfolio, as well as new loans and investment securities funded at higher rates than those that paid off or matured. Also contributing to the increase was growth of $46.0 million in average loan balances primarily in the commercial real estate portfolio.
Total interest expense decreased $881 thousand during the three months ended June 30, 2026 compared to the same period of 2025, driven primarily by lower average balances and costs of interest-bearing deposits, primarily a result of attrition of higher cost money market and time deposits from the Acquisition, as well as lower average borrowings.
Provision for Credit Losses and Unfunded Commitments
The provision for credit losses was $554 thousand for the three months ended June 30, 2026 compared to a reversal of $228 thousand for the same period of 2025, and was driven primarily by loan growth. The reversal of the provision for unfunded commitments was $107 thousand for the three months ended June 30, 2026 compared to a reversal of $354 thousand for the same period of 2025. The Corporation assesses risks and reserves required compared with the balances in the ACL and unfunded commitments on a quarterly basis.
39
Noninterest Income
The following table presents the components of noninterest income:
Three Months Ended June 30,
Increase (Decrease)
(In thousands)
2026
2025
$
%
NONINTEREST INCOME
Insurance commissions
$
2,991
$
2,908
$
83
2.9
%
Gain from mortgage loans held for sale
1,463
1,575
(112)
(7.1)
Service charges on deposits
1,243
1,179
64
5.4
Wealth management
1,191
1,090
101
9.3
ATM debit card charges
933
905
28
3.1
Earnings on investment in bank-owned life insurance
756
627
129
20.6
Gain on life insurance proceeds
—
31
(31)
(100.0)
Other
245
342
(97)
(28.4)
Net gains on sales or calls of investment securities
—
22
(22)
100.0
Net (losses) gain on equity securities
(4)
3
(7)
N/M
Total Noninterest Income
$
8,818
$
8,682
$
136
1.6
%
The more significant variations by category:
•
The increase in wealth management was driven primarily by assets under management growth due to new business generation and positive market impacts
•
The increase in earnings on investment in bank-owned life insurance was driven primarily by the purchase of new policies in the fourth quarter of 2025
•
The decrease in other was primarily attributable to lower credit card processing and letter of credit fees
Noninterest Expenses
The following table presents the components of noninterest expense:
Three Months Ended June 30,
Increase (Decrease)
(In thousands)
2026
2025
$
%
NONINTEREST EXPENSES
Salaries and employee benefits
$
13,761
$
13,693
$
68
0.5
%
Equipment
2,552
2,539
13
0.5
Net occupancy
1,209
1,277
(68)
(5.3)
Intangible assets amortization
1,028
1,141
(113)
(9.9)
Professional services
736
743
(7)
(0.9)
Other tax
317
220
97
44.1
FDIC and regulatory
459
435
24
5.5
Merger-related
—
1,943
(1,943)
(100.0)
Other
3,063
3,375
(312)
(9.2)
Total Noninterest Expenses
$
23,125
$
25,366
$
(2,241)
(8.8)
%
The more significant fluctuations by category:
•
The decrease in intangible assets amortization was the result of normal attrition
•
The increase in other tax was driven primarily by asset growth due to the Acquisition
•
The decrease in merger-related was driven by the lack of Acquisition-related expenses in the current period
•
The decrease in other was driven primarily by the write-off of stale conversion related items in the prior year
40
Income Taxes
The Corporation recognized income
tax expense
of $4.0 million during the three months ended June 30, 2026 compared to $3.3 million during the same period of 2025. The provision for income taxes reflects a combined Federal and State ETR of 21.0% and 21.9% for the three months ended June 30, 2026 and 2025, respectively. The variances from the federal statutory rate of 21% are generally due to tax-free income, which includes, but not limited to, interest income on tax-free loans and investment securities and income from bank-owned life insurance policies, federal income tax credits and the impact of non-tax deductible expenses such as certain merger-related costs and state taxes.
Six months ended June 30, 2026 compared to six months ended June 30, 2025
Net income for the six months ended June 30, 2026 was $28.9 million, or $2.81 diluted earnings per share, compared to net income of $11.4 million, or $1.12 diluted earnings per share for the same period of 2025, an increase of $17.5 million and $1.69 diluted earnings per share.
The
increase in net income for the six months ended June 30, 2026 was driven primarily by higher net interest income and the impact of two discrete items for the six months ended June 30, 2025 that were related to the Acquisition: a provision for credit losses on non-PCD loans of $4.2 million, net of taxes, and merger-related expenses totaling $7.8 million, net of taxes. Financial results for the six months ended June 30, 2025 include ACNB’s standalone results for the month of January 2025.
Net Interest Income
Net interest income totaled $66.5 million for the six months ended June 30, 2026 compared to $58.1 million for the same period of 2025, an increase of $8.4 million. The FTE net interest margin for the six months ended June 30, 2026 was 4.51%, a 37 bps increase from 4.14% for the same period of 2025. The increases were driven primarily by loan growth, new loans and investment securities funded at higher rates than those that paid off or matured, and the continued benefit of lower funding costs. In addition, the yield on investment securities was impacted by a repositioning of the investment securities portfolio completed during the three months ended December 31, 2025. The accretion impact of acquisition accounting adjustments on loans and deposits from the Acquisition was $3.6 million and $3.7 million for the six months ended June 30, 2026 and 2025, respectively.
41
The following table provides a comparative average balance sheet and net interest income analysis for the periods presented.
The discussion following this table is based on these taxable-equivalent amounts.
Six Months Ended June 30,
2026
2025
(Dollars in thousands)
Average Balance
Interest
1
Yield/ Rate
Average
Balance
Interest
1
Yield/
Rate
ASSETS
Loans:
Taxable
$
2,318,337
$
74,185
6.45
%
$
2,188,852
$
68,231
6.29
%
Tax-exempt
55,860
870
3.14
58,438
771
2.66
Total Loans
2
2,374,197
75,055
6.37
2,247,290
69,002
6.19
Investment Securities:
Taxable
492,260
9,184
3.76
465,556
6,832
2.96
Tax-exempt
55,991
803
2.89
54,459
723
2.68
Total Investment Securities
3
548,251
9,987
3.67
520,015
7,555
2.93
Interest-bearing deposits with banks
66,413
1,227
3.73
75,276
1,623
4.35
Total Earning Assets
2,988,861
86,269
5.82
2,842,581
78,180
5.55
Cash and due from banks
25,158
23,120
Premises and equipment
29,679
30,967
Other assets
252,362
240,235
Allowance for credit losses
(23,621)
(22,290)
Total Assets
$
3,272,439
$
3,114,613
LIABILITIES
Interest-bearing demand deposits
$
633,426
$
1,055
0.34
%
$
593,185
$
1,038
0.35
%
Money markets
489,702
4,493
1.85
492,273
4,690
1.92
Savings deposits
335,425
52
0.03
336,746
54
0.03
Time deposits
474,480
7,401
3.15
442,343
7,498
3.42
Total Interest-Bearing Deposits
1,933,033
13,001
1.36
1,864,547
13,280
1.44
Short-term borrowings
73,910
1,115
3.04
41,634
635
3.08
Long-term borrowings
229,379
5,284
4.65
256,447
5,849
4.60
Total Borrowings
303,289
6,399
4.25
298,081
6,484
4.39
Total Interest-Bearing Liabilities
2,236,322
19,400
1.75
2,162,628
19,764
1.84
Noninterest-bearing demand deposits
569,102
538,282
Other liabilities
42,984
38,109
Stockholders’ Equity
424,031
375,594
Total Liabilities and Stockholders’ Equity
$
3,272,439
$
3,114,613
Taxable Equivalent Net Interest Income
66,869
58,416
Taxable Equivalent Adjustment
(352)
(314)
Net Interest Income
$
66,517
$
58,102
Cost of Funds
1.39
%
1.48
%
FTE Net Interest Margin
4.51
%
4.14
%
__________________________________________________________________
1
Income on interest-earning assets has been computed on a FTE basis using the 21% federal income tax statutory rate.
2
Average balances include non-accrual loans and are net of unearned income.
3
Average balance of investment securities is computed at fair value.
42
The following table analyzes the relative impact on FTE net interest income attributed to changes in the volume of interest-earning assets and interest-bearing liabilities and changes in yields and rates for the
six months ended June 30, 2026
compared to the
same period of 2025
:
2026 versus 2025
(Dollars in thousands)
Volume
Yield/Rate
1
Net
INTEREST-EARNING ASSETS
Loans
Taxable
$
4,039
$
1,915
$
5,954
Tax-exempt
(34)
133
99
Total Loans
2
4,005
2,048
6,053
Investment Securities
Taxable
392
1,960
2,352
Tax-exempt
20
60
80
Total Investment Securities
3
412
2,020
2,432
Interest-bearing deposits with banks
(191)
(205)
(396)
Total
$
4,226
$
3,863
$
8,089
INTEREST BEARING LIABILITIES
Interest-bearing demand deposits
$
70
$
(53)
$
17
Money markets
(24)
(173)
(197)
Savings deposits
—
(2)
(2)
Time deposits
545
(642)
(97)
Total Interest-Bearing Deposits
591
(870)
(279)
Short-term borrowings
493
(13)
480
Long-term borrowings
(617)
52
(565)
Total Borrowings
(124)
39
(85)
Total
467
(831)
(364)
Change in Net Interest Income
$
3,759
$
4,694
$
8,453
__________________________________________________________________
1
The effect of changing volume and rate, which cannot be segregated, has been allocated entirely to the rate column.
2
Based on average balances and includes non-accrual loans and are net of unearned income.
3
Average balance of investment securities is computed at fair value.
Total FTE interest income increased $8.1 million during the six months ended June 30, 2026 compared to the same period of 2025 driven primarily by loan growth and new loans and investment securities funded at higher rates than those that paid off or matured. The loan growth was concentrated primarily in the commercial real estate portfolio. The repositioning of the investment securities portfolio completed during the three months ended December 31, 2025 contributed to higher yields on the investment securities portfolio.
Total interest expense decreased $364 thousand during the six months ended June 30, 2026 compared to the same period of 2025 driven primarily by lower average costs of interest-bearing deposits, primarily a result of attrition of higher cost money market and time deposits from the Acquisition, as well as lower average borrowings. The average cost of interest-bearing deposits was 1.36% for the six months ended June 30, 2026, a decrease of 8 bps compared to the same period of 2025.
Provision for Credit Losses and Unfunded Commitments
The provision for credit losses was $478 thousand for the six months ended June 30, 2026 compared to $5.7 million for the same period of 2025. The 2025 provision expense was primarily driven by a provision for credit losses of $5.5 million for acquired non-PCD loans, and the provision for 2026 was driven primarily by organic loan growth. The provision for unfunded commitments was a reversal of $120 thousand compared to a reversal of $834 thousand for the same period of 2025. The reversal of the provision for unfunded commitments for the six months ended June 30, 2025 was impacted by the incorporation of post-COVID data which resulted in lower loss rates utilized within the Bank’s ACL model. The Corporation assesses risks and reserves required compared with the balances in the ACL and unfunded commitments on a quarterly basis.
43
Noninterest Income
The following table presents the components of noninterest income:
Six Months Ended June 30,
Increase (Decrease)
(In thousands)
2026
2025
$
%
NONINTEREST INCOME
Insurance commissions
$
5,119
$
5,055
$
64
1.3
%
Gain from mortgage loans held for sale
2,689
2,430
259
10.7
Service charges on deposits
2,478
2,273
205
9.0
Wealth management
2,351
2,150
201
9.3
ATM debit card charges
1,839
1,736
103
5.9
Earnings on investment in bank-owned life insurance
1,493
1,207
286
23.7
Gain on assets held for sale
177
—
177
100.0
Gain on life insurance proceeds
174
285
(111)
(38.9)
Other
734
691
43
6.2
Net gains on sales or calls of investment securities
49
22
27
122.7
Net (losses) gains on equity securities
(11)
17
(28)
N/M
Total Noninterest Income
$
17,092
$
15,866
$
1,226
7.7
%
The more significant variations by category:
•
The increase in gain from mortgage loans HFS and service charges on deposits was driven primarily by the Acquisition
•
The increase in wealth management was driven primarily by assets under management growth due to new business generation and positive market impacts
•
The increase in earnings on investment in bank-owned life insurance was driven primarily by the purchase of new policies in the fourth quarter of 2025
•
The increase in gain on assets HFS was the result of a sale of a building previously used by ACNB Insurance Services
•
Gain on life insurance proceeds for both periods was the result of death benefits paid on life insurance policies
44
Noninterest Expenses
The following table presents the components of noninterest expense:
Six Months Ended June 30,
Increase (Decrease)
(In thousands)
2026
2025
$
%
NONINTEREST EXPENSES
Salaries and employee benefits
$
27,788
$
26,554
$
1,234
4.6
%
Equipment
5,152
4,819
333
6.9
Net occupancy
2,742
2,719
23
0.8
Intangible assets amortization
2,084
1,998
86
4.3
Professional services
1,414
1,320
94
7.1
Other tax
894
747
147
19.7
FDIC and regulatory
901
836
65
7.8
Merger-related
—
9,974
(9,974)
(100.0)
Other
5,765
5,734
31
0.5
Total Noninterest Expenses
$
46,740
$
54,701
$
(7,961)
(14.6)
%
The more significant fluctuations by category:
•
The increase in salaries and employee benefits was driven primarily by an increased number of employees attributable to the Acquisition, merit increases and higher mortgage commissions
•
The increase in equipment was driven primarily by the Acquisition and the implementation of additional products into the core processing system
•
The increase in other tax was driven primarily by asset growth due to the Acquisition
•
The decrease in merger-related was driven by the lack of Acquisition-related expenses in the current period
Income Taxes
The Corporation recognized income taxes of $7.6 million for the six months ended June 30, 2026 compared to $3.0 million during the same period of 2025. The provision for income taxes for the six months ended June 30, 2026 and 2025
reflect a combined Federal and State ETR of 20.8%. The variances from the federal statutory rate of 21% are generally due to tax-free income, which includes, but not limited to, interest income on tax-free loans and investment securities and income from bank-owned life insurance policies, federal income tax credits and the impact of non-tax deductible expenses such as certain merger-related costs and state taxes.
FINANCIAL CONDITION
Investment Securities
ACNB uses investment securities to manage interest rate risk, provide collateral for certain funding products, provide liquidity and generate interest and dividend income. The investment securities provide the appropriate characteristics with respect to credit quality, yield and maturity relative to the management of the overall Consolidated Statements of Condition.
Total investment securities were $529.8 million at June 30, 2026 compared to $531.1 million at December 31, 2025. At June 30, 2026, the investment securities balance included a net unrealized loss on AFS investment securities of $27.9 million on amortized cost of $494.1 million compared to a net unrealized loss of $24.2 million on amortized cost of $491.1 million at December 31, 2025. At June 30, 2026, the investment securities balance included HTM investment securities with an amortized cost of $62.6 million and a fair value of $56.6 million as compared to an amortized cost of $63.3 million and a fair value of $57.5 million at December 31, 2025.
The Corporation does not own investments consisting of pools of Alt-A or subprime mortgages, private label mortgage-backed securities, or trust preferred investments.
45
Loans
The following table presents the composition of the loan portfolio:
Increase (Decrease)
(In thousands)
June 30, 2026
December 31, 2025
$
%
Commercial real estate
$
1,333,050
$
1,273,813
$
59,237
4.7
%
Residential mortgage
602,738
599,051
3,687
0.6
Commercial and industrial
217,151
205,452
11,699
5.7
Home equity lines of credit
122,164
127,341
(5,177)
(4.1)
Real estate construction
115,091
116,680
(1,589)
(1.4)
Consumer
10,105
10,140
(35)
(0.3)
Gross loans
2,400,299
2,332,477
67,822
2.9
Unearned income
(2,195)
(1,963)
(232)
(11.8)
Total loans, net of unearned income
$
2,398,104
$
2,330,514
$
67,590
2.9
%
Total loans, net of unearned income increased $67.6 million, or 2.9%, from December 31, 2025 to June 30, 2026. The increase was driven primarily by growth in the commercial real estate and commercial and industrial portfolios. Total acquisition accounting adjustments on loans were $14.5 million and $18.2 million at June 30, 2026 and December 31, 2025, respectively. The majority of the loan acquisition accounting adjustments are expected to accrete back through as income as loans amortize and pay off. ACNB does not have a significant concentration of credit risk with any single borrower, industry, or geographic location other than within its Market Area.
The commercial real estate portfolio, which includes farmland, multifamily, owner-occupied and non-owner occupied commercial real estate, grew $59.2 million, or 4.7%, compared to December 31, 2025 driven primarily by farmland ($31.1 million) and owner-occupied balances ($12.5 million) partially offset by a decrease in non-owner occupied balances ($11.0 million). The following data related to the commercial real estate portfolio through the breakout charts excludes the impact of the acquisition accounting adjustments on loans. The collateral for these loans is primarily spread across Pennsylvania and Maryland at 65.7% and 32.1%, respectively, as of June 30, 2026, compared to 65.8% and 32.1%, respectively, as of December 31, 2025.
Less than 3% of the portfolio is for real estate in urban areas of Baltimore, Maryland and Philadelphia, Pennsylvania. The largest sectors of the commercial real estate portfolio are retail and mixed-use commercial rental units, office complexes, apartment complexes and hotels, motels and bed and breakfast entities. Non-owner occupied commercial real estate represented 64.2% of the commercial real estate portfolio. Non-owner occupied commercial real estate borrowers are geographically dispersed throughout ACNB’s Market Area and are leasing commercial properties to a varied group of tenants including medical offices, retail space, and other commercial purpose facilities.
Because of the varied nature of the tenants, in aggregate, management believes that these loans present an acceptable risk when compared to commercial loans in general.
46
The following chart details the percentage of the various categories included in the portfolio:
_____________________________________________________________
1
Constitutes over 40 loan categories that do not fit into the categories presented above, with no loan category representing more than 3% of the total.
The concentration of non-owner occupied commercial real estate, construction and multi-family was 231.6% of total risk-based capital of the Bank as of June 30, 2026 compared to 239.0% of total risk-based capital of the Bank as of December 31, 2025.
Residential real estate mortgages totaled
$602.7 million, an increase of $3.7 million, or 0.6%, compared to December 31, 2025. Included in the residential real estate mortgages are $228.4 million of commercial loans and $61.6 million of consumer loans secured by residential real estate mortgages. Approximately 85% of the first liens have a loan to value, based on the current balance to the origination value of the property, of 80% or lower. Total residential real estate mortgages include $50.9 million of junior liens. Junior liens inherently have more credit risk by virtue of the fact that another financial institution may have a senior security position in the case of foreclosure liquidation of collateral to extinguish the debt.
Commercial and industrial totaled $217.2 million, an increase of $11.7 million, or 5.7%, compared to December 31, 2025 driven primarily by three new relationships in the Lancaster and Berks regions.
Allowance for Credit Losses and Asset Quality
The ACL at June 30, 2026 was $24.0 million, or 1.00% of total loans, net of unearned income as compared to $23.7 million, or 1.02% of loans, at December 31, 2025 and $24.4 million, or 1.04% of loans, at June 30, 2025.
47
Changes in the ACL were as follows for the periods presented:
Three Months Ended June 30,
Six Months Ended June 30,
(In thousands)
2026
2025
2026
2025
Beginning balance
$
23,615
$
24,646
$
23,672
$
17,280
Initial allowance established for acquired PCD loans
—
—
—
1,464
Provision for (reversal of) credit losses
554
(228)
478
5,740
Loans charged-off
(192)
(86)
(274)
(171)
Recoveries on charged-off loans
29
21
130
40
Ending balance
$
24,006
$
24,353
$
24,006
$
24,353
Net charge-offs to average loans (annualized)
0.03
%
0.01
%
0.01
%
0.01
%
Allowance for credit losses to total loans
1.00
%
1.04
%
1.00
%
1.04
%
Information on nonaccrual loans, by collateral type rather than loan segment is as follows:
(Dollars in thousands)
Number of
Credit
Relationships
Balance
Current Specific Loss
Allocations
Current Year
Charge-Offs
Location
Originated
June 30, 2026
Commercial real estate
8
$
3,028
$
—
$
—
In market
2006-2022
Business assets
5
1,770
78
—
In market
2009-2023
Residential real estate
6
1,836
86
—
In market
2019-2022
Total
19
$
6,634
$
164
$
—
December 31, 2025
Commercial real estate
10
$
3,961
$
—
$
—
In market
2006-2024
Business assets
5
1,971
259
—
In market
2009-2023
Residential real estate
6
1,935
131
—
In market
2019-2022
Total
21
$
7,867
$
390
$
—
Nonaccrual loans decreased $1.2 million from December 31, 2025 to June 30, 2026 driven primarily by the movement of several loans to foreclosed assets held for resale and a pay-off. All nonaccrual loans are to borrowers located within ACNB’s Market Area and were originated by ACNB’s banking subsidiary or were part of a previous acquisition.
Assets Held for Sale
Assets HFS totaled $2.3 million at June 30, 2026 and was comprised of a
building in Maryland that the Corporation intends to sell.
Deposits
Deposits were comprised of the following:
Increase (Decrease)
(In thousands)
June 30, 2026
December 31, 2025
$
%
Noninterest-bearing demand deposits
$
600,711
$
553,855
$
46,856
8.5
%
Interest-bearing demand deposits
636,551
623,620
12,931
2.1
Money market
481,015
485,808
(4,793)
(1.0)
Savings
336,504
333,973
2,531
0.8
Total demand and savings
2,054,781
1,997,256
57,525
2.9
Time
480,895
452,929
27,966
6.2
Total deposits
$
2,535,676
$
2,450,185
$
85,491
3.5
%
48
ACNB relies on deposits as a primary source of funds for lending activities. The increase in deposits from December 31, 2025 to June 30, 2026 was driven primarily by the increase in noninterest-bearing demand deposits, time deposits and interest-bearing demand deposits. The increase in noninterest-bearing demand deposits was driven primarily by promotional incentives on commercial checking accounts. Time deposits included $75.0 million of brokered time deposits compared to $59.1 million at December 31, 2025, an increase of $15.9 million. The increase in interest-bearing demand deposits was driven primarily by an influx of seasonal deposits. Historically, deposit balances fluctuate reflecting different balance levels held by local companies, government units and school districts during different times of the year. Included in total deposits at June 30, 2026 were municipal deposits totaling $126.4 million, or 5.0%, of total deposits compared to $119.3 million, or 4.9%, of total deposits at December 31, 2025. The loan-to-deposit ratio was 94.57% at June 30, 2026 compared to 95.12% at December 31, 2025.
ACNB’s deposit pricing function employs a disciplined pricing approach based upon liquidity needs and alternative funding rates, but also strives to price deposits to be competitive with local competition, including local government investment trusts, credit unions and larger regional banks. Based on total Bank deposits outstanding, consumer and commercial constituted approximately 60% and 40%, respectively, of total Bank deposits as of June 30, 2026 compared to 61% and 39%, respectively, as of December 31, 2025. The ratio of uninsured and non-collateralized Bank deposits to total Bank deposits was 18.1% at June 30, 2026. As of June 30, 2026, cash on hand, the fair value of unencumbered investment securities and collateralized borrowing capacities at the FHLB and the Discount Window at the Bank were 329.7% of uninsured and non-collateralized Bank deposits. At June 30, 2026, deposits from the 20 largest unrelated depositors, excluding internal accounts, of the Bank totaled $170.3 million, or 6.7%, of total Bank deposits compared to $177.2 million, or 7.2%, of total Bank deposits at December 31, 2025.
Borrowings
Short-term borrowings are comprised of securities sold under agreements to repurchase, short-term borrowings from the FHLB and federal funds purchased. As of June 30, 2026, short-term borrowings were $108.3 million, an increase of $43.5 million compared to $64.7 million at December 31, 2025. Short-term FHLB advances were $90.0 million at June 30, 2026 compared to $45.0 million at December 31, 2025. Short-term FHLB borrowings are used for
general balance sheet management, and the increase from prior periods was used to fund loan growth.
Compared to December 31, 2025, securities sold under repurchase agreements balances decreased by $2.2 million, or 13.9%, due to normal changes in the cash flow position of ACNB’s commercial and local government customer base. Agreements to repurchase accounts are within the commercial and local government customer base and have attributes similar to core deposits. Investment securities are pledged in sufficient amounts to collateralize these agreements.
Long-term borrowings consist of longer-term advances from the FHLB, trust preferred subordinated debt and subordinated debt. Long-term borrowings totaled $214.9 million at June 30, 2026 compared to $255.4 million at December 31, 2025. During the six months ended June 30, 2026 the Company paid off $40.0 million of long-term FHLB borrowings. On March 12, 2026, the Company sold and issued $15.0 million in aggregate principal amount 5.875% fixed-to-floating rate subordinated notes due March 15, 2036. On March 31, 2026, the Company redeemed the $15.0 million in aggregate principal amount 4.00% fixed-to-floating rate subordinated notes that were issued on March 30, 2021. Additional borrowings will be used when necessary for a variety of risk management and funding purposes. Please refer to the
Liquidity
discussion below for more information on the Corporation’s ability to borrow.
Capital
ACNB’s capital management strategies have been developed to provide an appropriate risk-adjusted rate of return, in the opinion of management, to shareholders, while maintaining levels above its internal minimums and “well-capitalized” regulatory position in relationship to its risk exposure. Total stockholders’ equity was $423.3 million at June 30, 2026 compared to $420.0 million at December 31, 2025. The increase to stockholders’ equity was driven primarily by net income of $28.9 million partially offset by cash dividends paid to ACNB Corporation stockholders of $13.2 million, and common stock repurchases of $12.7 million.
ACNB Corporation has a Dividend Reinvestment and Stock Purchase Plan that provides registered holders of ACNB Corporation common stock with a convenient way to purchase additional shares of common stock by permitting participants in the plan to automatically reinvest cash dividends on all or a portion of the shares owned and to make quarterly voluntary cash payments under the terms of the plan. Participation in the plan is voluntary, and there are eligibility requirements to participate in the plan. During the six months ended June 30, 2026, 13,115 shares were issued under this plan with proceeds in the amount of $689 thousand.
49
Regulatory Capital
The Corporation and the Bank are subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet the minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Corporation’s Consolidated Financial Statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Corporation and the Bank must meet specific capital guidelines that involve quantitative measures of their assets, liabilities and certain OBS items as calculated under regulatory accounting practices. The capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors.
Minimum regulatory capital requirements established by Basel III rules require the Corporation and the Bank to:
•
Meet a minimum Tier 1 leverage capital ratio of 4.0% of average assets;
•
Meet a minimum Common Equity Tier 1 capital ratio of 4.5% of risk-weighted assets;
•
Meet a minimum Tier 1 capital ratio of 6.0% of risk-weighted assets;
•
Meet a minimum Total capital ratio of 8.0% of risk-weighted assets;
•
Maintain a “capital conservation buffer” of 2.5% above the minimum risk-based capital requirements, which must be maintained to avoid restrictions on capital distributions and certain discretionary bonus; and,
•
Comply with the definition of capital to improve the ability of regulatory capital instruments to absorb losses.
The capital ratios are as follows:
Actual
For Capital Adequacy Purposes
1
To Be Well Capitalized
Under Prompt Corrective Action Regulations
2
June 30, 2026
Tier 1 Leverage Capital (to average assets)
ACNB Corporation
11.55
%
4.00
%
N/A
ACNB Bank
11.25
%
4.00
%
5.00
%
Common Equity Tier 1 Capital (to risk-weighted assets)
ACNB Corporation
14.49
%
4.50
%
N/A
ACNB Bank
14.30
%
4.50
%
6.50
%
Tier 1 Capital (to risk-weighted assets)
ACNB Corporation
14.71
%
6.00
%
N/A
ACNB Bank
14.30
%
6.00
%
8.00
%
Total Capital (to risk-weighted assets)
ACNB Corporation
16.25
%
8.00
%
N/A
ACNB Bank
15.28
%
8.00
%
10.00
%
December 31, 2025
Tier 1 Leverage Capital (to average assets)
ACNB Corporation
11.40
%
4.00
%
N/A
ACNB Bank
10.92
%
4.00
%
5.00
%
Common Equity Tier 1 Capital (to risk-weighted assets)
ACNB Corporation
14.74
%
4.50
%
N/A
ACNB Bank
14.32
%
4.50
%
6.50
%
Tier 1 Capital (to risk-weighted assets)
ACNB Corporation
14.96
%
6.00
%
N/A
ACNB Bank
14.32
%
6.00
%
8.00
%
Total Capital (to risk-weighted assets)
ACNB Corporation
16.54
%
8.00
%
N/A
ACNB Bank
15.30
%
8.00
%
10.00
%
__________________________________________________________________
1
Ratios do not include capital conservation buffer.
2
N/A - Not applicable as “well capitalized” applies only to banks.
50
Liquidity
Effective liquidity management ensures the cash flow requirements of depositors and borrowers as well as the operating cash needs of ACNB are met. ACNB’s funds are available from a variety of sources, including assets that are readily convertible such as interest-bearing deposits wit
h banks, maturities and repayments from the securities portfolio, scheduled repayments of loans receivable, the core deposit bas
e, the ability to raise brokered deposits and the ability to borrow from the FHLB, Discount Window and unsecured Federal Funds line providers.
At June 30, 2026, ACNB’s banking subsidiary had borrowing capacity of approximately $1.30 billion from the FHLB, of which $1.01 billion was available. At June 30, 2026, ACNB’s banking subsidiary could borrow approximately $57.9 million from the Discount Window, of which the full amount was available. The underlying collateral at the Discount Window is made up of eligible loan collateral held in a joint-custody account under the Bank’s name.
ACNB’s banking subsidiary maintains several unsecured Federal Funds lines with correspondent banks. As of June 30, 2026, Federal Funds line capacity at the banking subsidiary was $192.0 million, of which the full amount was available. ACNB maintains a $5.0 million unsecured line of credit with a correspondent bank, all of which was available for borrowing as of June 30, 2026. The Corporation also executed a guaranty for a note related to a $1.5 million commercial line of credit from a local bank, with customary terms and conditions for such a line, for ACNB Insurance Services, the borrower and a wholly-owned subsidiary of ACNB Corporation. The commercial line of credit is for general working capital needs as they arise by ACNB Insurance Services.
Another source of liquidity is securities sold under repurchase agreements to customers of ACNB’s banking subsidiary totaling $13.9 million and $16.1 million at June 30, 2026 and December 31, 2025, respectively. These agreements vary in balance according to the cash flow needs of customers and competing accounts at other financial organizations.
The liquidity of the parent company also represents an important aspect of liquidity management. The parent company’s cash outflows consist principally of dividends to shareholders, common stock repurchases and corporate expenses. The main source of funding for the parent company is the dividends it receives from its subsidiaries. Federal and state banking regulations place certain legal restrictions and other practicable safety and soundness restrictions on dividends paid to the parent company from the subsidiary bank.
ACNB manages liquidity by monitoring projected cash inflows and outflows on a daily basis, and believes it has sufficient funding sources to maintain sufficient liquidity under varying degrees of business conditions for liquidity and capital resource requirements for all material short- and long-term cash requirements from known contractual and other obligations.
Off-Balance Sheet Arrangements
The Corporation is party to financial instruments with OBS risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit and, to a lesser extent, standby letters of credit. At June 30, 2026, the Corporation had unfunded outstanding commitments to extend credit of $570.1 million and outstanding standby letters of credit of $25.4 million. Because these commitments generally have fixed expiration dates and many will expire without being drawn upon, the total commitment level does not necessarily represent future cash requirements.
ITEM 3 – QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The primary objective of ACNB’s ALCO, with direct oversight from the Board, is to maximize net interest income within established policy parameters. This objective is accomplished through the management of the statement of condition composition and duration, market risk exposures arising from changing economic conditions and liquidity risk.
Market risk comprises exposure to interest rate risk, foreign currency exchange rate risk, commodity price risk and other relevant market rate or price risks. Specific to the banking industry, one of the greatest risk exposures is to that of changing market interest rates. The primary objective of monitoring ACNB’s interest rate sensitivity risk is to provide management the flexibility necessary to manage the statement of condition to minimize adverse changes in net interest income as a result of changes in the direction and level of interest rates. FOMC monetary policy, economic uncertainty, and fiscal policy changes have been significant factors affecting the task of managing interest rate sensitivity positions in recent years.
ACNB’s ALCO is a management committee responsible for monitoring and managing interest rate risk within approved policy limits utilizing earnings sensitivity simulation and economic value-at-risk models. These models are highly dependent on various assumptions, which change regularly as the statement of condition composition and market interest rates change. The key assumptions and strategies employed are analyzed, reviewed and documented at least annually by the ALCO as well as provided to the Board.
51
Interest Rate Risk
Interest rate risk is the exposure to fluctuations in the Bank’s future earnings (earnings at risk) and value (value at risk) resulting from changes in interest rates. This exposure results from differences between the amounts of interest-earning assets and interest-bearing liabilities that reprice within a specified time period as a result of scheduled maturities, scheduled and unscheduled repayments, the propensity of borrowers and depositors to react to changes in their economic interests and contractual loan interest rate changes.
Management attempts to manage the level of repricing and maturity mismatch through its asset/liability management processes so that fluctuations in net interest income are maintained within policy limits across a range of market conditions while satisfying liquidity and capital requirements. Management recognizes that a certain amount of interest rate risk is inherent, appropriate, and necessary to ensure the Bank’s profitability. Thus, the goal of the Bank’s interest rate risk management is to minimize the fluctuations of net interest income across all interest rate scenarios.
Management endeavors to control the exposure to changes in interest rates by understanding, reviewing and making decisions based on its risk position. The Bank primarily uses its investment securities portfolio, FHLB advances, derivatives and brokered deposits to manage its interest rate risk position. Additionally, pricing, promotion, and product development activities are directed in an effort to emphasize the loan and deposit repricing characteristics that best meet current interest rate risk objectives.
ACNB uses simulation analysis to assess earnings at risk and net present value analysis to assess value at risk. These methods allow management to regularly monitor both the direction and magnitude of its interest rate risk exposure. These analyses require numerous assumptions including, but are not limited to, changes in statement of condition mix, prepayment rates on loans and investment securities, cash flows and repricing of all financial instruments, changes in volumes and pricing, future shapes of the yield curve, relationship of market interest rates to each other (basis risk), credit spread and deposit sensitivity. Assumptions are based on management’s best estimates, but may not accurately reflect actual results under certain changes in interest rates due to the timing, magnitude, and frequency of rate changes and changes in market conditions and management strategies, among other factors. However, the analyses are useful in quantifying risk and providing a relative gauge of the Corporation’s interest rate risk position over time.
ACNB’s ALCO operates under management policies, approved by the Board, which define guidelines and limits on the level of risk. ALCO meets regularly and reviews its interest rate risk position and monitors various liquidity ratios to ensure a satisfactory liquidity position. By utilizing the analyses, management can determine changes that may need to be made to the asset and liability mixes to mitigate the change in net interest income under various interest rate scenarios. Management continually evaluates the condition of the economy, the pattern of market interest rates, and other economic data to inform the committee. Regulatory authorities also monitor the Corporation’s interest rate risk position along with other liquidity ratios.
Net Interest Income Sensitivity
Simulation analysis evaluates the effect of upward and downward changes in market interest rates on future net interest income. The analysis involves changing the interest rates used in determining net interest income over the next twelve months. The resulting percentage change in net interest income in various rate scenarios is an indication of Corporation’s short-term interest rate risk. The analysis assumes recent pricing trends in new loan and deposit volumes will continue while balances remain constant. Additional assumptions are applied to modify pricing under the various rate scenarios.
The simulation analysis results are presented in the table below. The Bank is currently modestly asset-sensitive as interest-earning assets are expected to reprice faster than interest-bearing liabilities.
12-Month Earnings at Risk Ramps
Change in Market Interest Rates (bps)
% Change in Net Interest Income
June 30, 2026
December 31, 2025
Policy Limits
(200)
(2.4)
%
(0.9)
%
(10.0)
%
(100)
(1.1)
%
(0.6)
%
(5.0)
%
100
1.4
%
(0.3)
%
(5.0)
%
200
2.7
%
(1.1)
%
(10.0)
%
Economic Value
Net present value analysis provides information on the risk inherent in the statement of condition that might not be considered in the simulation analysis due to the short time horizon used. The net present value of the statement of condition incorporates the discounted present value of expected asset cash flows minus the discounted present value of expected liability cash flows.
52
The analysis involves changing the interest rates used in determining the expected cash flows and in discounting the cash flows. The resulting percentage change in net present value in various rate scenarios is an indication of the longer-term repricing risk and options embedded in the statement of condition. The results at June 30, 2026 and December 31, 2025 are reflected in the table below.
Funding cost and repricing speed will continue to be a factor in the results of the model. The behavior of the business and retail clients also varies across the rate scenarios, which is reflected in the results. To improve comparability across periods, the Bank strives to follow best practices related to the assumption setting and maintains the size and mix of the period end statement of condition; thus, the results do not reflect actions management may take through the normal course of business that would impact results.
Value at Risk
Change in Market Interest Rates (bps)
% Change in Market Value
June 30, 2026
December 31, 2025
Policy Limits
(200)
(20.4)
%
(11.0)
%
(35.0)%
(100)
(7.7)
%
(3.3)
%
(20.0)%
100
5.2
%
(0.1)
%
(20.0)%
200
7.7
%
(2.8)
%
(35.0)%
ITEM 4 – CONTROLS AND PROCEDURES
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
As of the end of the period covered by this report, the Corporation carried out an evaluation, under the supervision and with the participation of its management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of its disclosure controls and procedures pursuant to Exchange Act Rule 13a-15. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Corporation’s disclosure controls and procedures are effective in timely alerting them to material information relating to the Corporation (including its consolidated subsidiaries) required to be included in periodic SEC filings.
Disclosure controls and procedures are Corporation controls and other procedures that are designed to ensure that information required to be disclosed by the Corporation in the reports that it files or submits under the Securities Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.
There were no changes in the Corporation’s internal control over financial reporting during the three months ended June 30, 2026, that have materially affected, or are reasonably likely to materially affect, the internal control over financial reporting.
53
PART II – OTHER INFORMATION
ACNB CORPORATION
ITEM 1 – LEGAL PROCEEDINGS
As of June 30, 2026, there were no material pending legal proceedings, other than ordinary routine litigation incidental to the business, to which ACNB or its subsidiaries are a party or by which any of their assets are the subject, which could have a material adverse effect on ACNB or its subsidiaries or their results of operations. In addition, no material proceedings are pending or are known to be threatened or contemplated against the Corporation or its subsidiaries by governmental authorities.
ITEM 1A – RISK FACTORS
There have been no material changes to the risk factors previously disclosed in Part I, Item 1A. Risk Factors of the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2025.
ITEM 2 – UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
On June 18, 2025, the Corporation announced that the Board of Directors approved a plan to repurchase, in open market transactions at prevailing market prices, up to 314,000 shares, or approximately 3%, of the outstanding shares of ACNB’s common stock. There were 116,929 shares purchased under this plan through December 31, 2025. During the three and six months ended June 30, 2026 the Corporation repurchased 123,099 and 197,071 shares, respectively, which completed this plan.
On April 29, 2026, the Corporation announced that the Board of Directors approved a plan to repurchase, in open market transactions at prevailing market prices, up to 310,000 shares, or approximately 3%, of the outstanding shares of ACNB’s common stock.
This common stock repurchase program replaced and superseded any and all earlier announced repurchase plans. During the three months ended June 30, 2026, the Corporation repurchased 56,308 shares under this plan.
The following is a summary of the Corporation’s purchases of common stock during the second quarter of 2026:
Total number of shares purchased
Average price paid per share
Total number of shares purchased as part of publicly announced plans
Maximum number of shares that may yet be purchased under the plan
April 1 - April 30, 2026
126,146
$
50.16
317,047
306,953
May 1 - May 31, 2026
45,343
$
52.22
362,390
261,610
June 1 - June 30, 2026
7,918
$
52.67
370,308
253,692
ITEM 3 – DEFAULTS UPON SENIOR SECURITIES –
NOTHING TO REPORT.
ITEM 4 – MINE SAFETY DISCLOSURES –
NOT APPLICABLE.
ITEM 5 – OTHER INFORMATION
During the three months ended June 30, 2026, no director or officer of the Corporation
adopted
or
terminated
a “Rule 10b5-1 trading agreement” or a “non-Rule 10b5-1 trading agreement” as each term is defined in Item 408(a) of Regulation S-K.
54
ITEM 6 – EXHIBITS
The following exhibits are included in this report:
Exhibit 2.1
Agreement and Plan of Reorganization by and among ACNB Corporation, ACNB South Acquisition Subsidiary, LLC, ACNB Bank, New Windsor Bancorp, Inc., and New Windsor State Bank dated as of November 21, 2016, as amended. (Incorporated by reference to Annex A of the Registrant’s Registration Statement No. 333-215914 on Form S-4, filed with the Commission on February 6, 2017.) Schedules are omitted; the Registrant agrees to furnish copies of Schedules to the Securities and Exchange Commission upon request.
Exhibit 2.2
Amendment No. 2 to Agreement and Plan of Reorganization by and among ACNB Corporation, ACNB South Acquisition Subsidiary, LLC, ACNB Bank, New Windsor Bancorp, Inc., and New Windsor State Bank dated as of April 18, 2017. (Incorporated by reference to Exhibit 2.2 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2017, filed with the Commission on August 4, 2017.)
Exhibit 2.3
Agreement and Plan of Reorganization by and among ACNB Corporation, ACNB South Acquisition Subsidiary, LLC, ACNB Bank, Frederick County Bancorp, Inc. and Frederick County Bank dated as of July 1, 2019. (Incorporated by reference to Annex A of the Registrant’s Registration Statement No. 333-233791 on Form S-4, filed with the Commission on September 16, 2019.) Schedules are omitted; the Registrant agrees to furnish copies of Schedules to the Securities and Exchange Commission upon request.
Exhibit 2.4
Agreement and Plan of Reorganization by and among ACNB Corporation, ACNB South Acquisition Subsidiary, LLC, ACNB Bank, Traditions Bancorp, Inc. and Traditions Bank dated as of July 23, 2024. (Incorporated by reference to Exhibit 2.1 of the Registrant’s Current Report on Form 8-K, filed with the Commission on July 24, 2024.) Schedules are omitted; the Registrant agrees to furnish copies of Schedules to the Securities and Exchange Commission upon request.
Exhibit 3(i)
Amended and Restated Articles of Incorporation of ACNB Corporation. (Incorporated by reference to Exhibit 3.1 of the Registrant’s Registration Statement No. 333-295687 on Form S-8, filed with the Commission on May 8, 2026.)
Exhibit 3(ii)
Amended and Restated Bylaws of ACNB Corporation. (Incorporated by reference to Exhibit 99.1 of the Registrant’s Current Report on Form 8-K, filed with the Commission on February 21, 2024.)
Exhibit 4.1
Form of ACNB Corporation 5.875% Fixed-to-Floating Rate Subordinated Note due March 15, 2036. (Incorporated by reference to Exhibit 4.1 of the Registrant’s Current Report on Form 8-K, filed with the Commission on March 12, 2026.)
Exhibit 10.1
ACNB Bank Amended and Restated Executive Supplemental Life Insurance Plan — Applicable to James P. Helt, Douglas A. Seibel and Laurie A. Laub. (Incorporated by reference to Exhibit 10.3 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2014, filed with the Commission on March 6, 2015.)
Exhibit 10.2
ACNB Bank Amended and Restated Director Supplemental Life Insurance Plan — Applicable to Kimberly S. Chaney, Frank Elsner, III, Todd L. Herring, Scott L. Kelley, James J. Lott, Donna M. Newell, Daniel W. Potts, D. Arthur Seibel, Jr. and Alan J. Stock. (Incorporated by reference to Exhibit 10.4 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2014, filed with the Commission on March 6, 2015.)
Exhibit 10.3
ACNB Bank Amended and Restated Director Deferred Fee Plan — Applicable to Kimberly S. Chaney, Frank Elsner, III, Todd L. Herring, Scott L. Kelley, James J. Lott, Donna M. Newell, D. Arthur Seibel, Jr. and Alan J. Stock. (Incorporated by reference to Exhibit 99.1 of the Registrant’s Current Report on Form 8-K, filed with the Commission on January 6, 2012.)
Exhibit 10.4
ACNB Bank Salary Savings Plan. (Incorporated by reference to Exhibit 10.4 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, filed with the Commission on November 4, 2022.)
Exhibit 10.5
Group Pension Plan for Employees of ACNB Bank. (Incorporated by reference to Exhibit 10.5 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, filed with the Commission on November 4, 2022.)
Exhibit 10.6
ACNB Corporation 2009 Restricted Stock Plan. (Incorporated by reference to Appendix C of the Registrant’s Definitive Proxy Statement on Schedule 14A, filed with the Commission on March 25, 2009.)
55
Exhibit 10.7
Salary Continuation Agreement by and between ACNB Bank and James P. Helt dated as of March 28, 2012. (Incorporated by reference to Exhibit 10.20 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2013, filed with the Commission on March 7, 2014.)
Exhibit 10.8
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.)
Exhibit 10.9
Amended and Restated Employment Agreement by and among ACNB Corporation, ACNB Bank and James P. Helt dated as of October 5, 2022. (Incorporated by reference to Exhibit 99.1 of the Registrant’s Current Report on Form 8-K, filed with the Commission on October 7, 2022.)
Exhibit 10.10
ACNB Corporation 2018 Omnibus Stock Incentive Plan. (Incorporated by reference to Exhibit A of the Registrant’s Definitive Proxy Statement on Schedule 14A, filed with the Commission on March 27, 2018.)
Exhibit 10.11
Form of Exhibit B Split Dollar Policy Endorsement to ACNB Bank Amended and Restated Director Supplemental Life Insurance Plan dated November 27, 2018. (Incorporated by reference to Exhibit 99.4 of the Registrant’s Current Report on Form 8-K, filed with the Commission on November 28, 2018.)
Exhibit 10.12
Salary Continuation Agreement by and between ACNB Bank and James P. Helt dated as of November 27, 2018. (Incorporated by reference to Exhibit 99.1 of the Registrant’s Current Report on Form 8-K, filed with the Commission on November 28, 2018.)
Exhibit 10.13
Amended and Restated Employment Agreement by and among ACNB Corporation, ACNB Bank and Jason H. Weber dated as of October 5, 2022. (Incorporated by reference to Exhibit 99.2 of the Registrant’s Current Report on Form 8-K, filed with the Commission on October 7, 2022.)
Exhibit 10.14
Salary Continuation Agreement by and between ACNB Bank and James P. Helt dated as of October 5, 2022. (Incorporated by reference to Exhibit 99.3 of the Registrant’s Current Report on Form 8-K, filed with the Commission on October 7, 2022.)
Exhibit 10.15
Salary Continuation Agreement by and between ACNB Bank and Jason H. Weber dated as of October 5, 2022. (Incorporated by reference to Exhibit 99.4 of the Registrant’s Current Report on Form 8-K, filed with the Commission on October 7, 2022.)
Exhibit 10.16
First Amendment to ACNB Bank Salary Continuation Agreement by and between ACNB Bank and James P. Helt dated as of October 5, 2022. (Incorporated by reference to Exhibit 99.5 of the Registrant’s Current Report on Form 8-K, filed with the Commission on October 7, 2022.)
Exhibit 10.17
First Amendment to ACNB Bank Salary Continuation Agreement by and between ACNB Bank and Jason H. Weber dated as of October 5, 2022. (Incorporated by reference to Exhibit 99.7 of the Registrant’s Current Report on Form 8-K, filed with the Commission on October 7, 2022.)
Exhibit 10.18
Salary Continuation Agreement by and between ACNB Bank and Jason H. Weber dated as of January 31, 2022. (Incorporated by reference to Exhibit 99.8 of the Registrant’s Current Report on Form 8-K, filed with the Commission on October 7, 2022.)
Exhibit 10.19
Amended and Restated Employment Agreement between ACNB Bank and Douglas A. Seibel dated as of October 20, 2022. (Incorporated by reference to Exhibit 10.31 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2022, filed with the Commission on March 3, 2023.)
Exhibit 10.20
Supplemental Executive Retirement Plan by and between ACNB Bank and Douglas A. Seibel dated as of November 27, 2018. (Incorporated by reference to Exhibit 99.2 of the Registrant’s Current Report on Form 8-K, filed with the Commission on November 28, 2018.)
Exhibit 10.21
Supplemental Executive Retirement Plan by and between ACNB Bank and Douglas A. Seibel dated as of October 20, 2022. (Incorporated by reference to Exhibit 10.33 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2022, filed with the Commission on March 3, 2023.)
Exhibit 10.22
Amended and Restated Employment Agreement between ACNB Bank and Laurie A. Laub dated as of October 6, 2022. (Incorporated by reference to Exhibit 10.31 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the Commission on March 14, 2024.)
56
Exhibit 10.23
First Amendment to ACNB Bank Salary Continuation Agreement by and between ACNB Bank and Laurie A. Laub dated as of October 6, 2022. (Incorporated by reference to Exhibit 10.32 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the Commission on March 14, 2024.)
Exhibit 10.24
Salary Continuation Agreement by and between ACNB Bank and Laurie A. Laub dated as of October 6, 2022. (Incorporated by reference to Exhibit 10.33 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the Commission on March 14, 2024.)
Exhibit 10.25
First Amendment to ACNB Bank Amended and Restated Executive Supplemental Life Insurance Plan dated December 31, 2014. (Incorporated by reference to Exhibit 99.2 of the Registrant’s Current Report on Form 8-K, filed with the Commission on November 3, 2023.)
Exhibit 10.26
ACNB Bank 2023 Executive Supplemental Life Insurance Plan dated November 1, 2023 and Participant Election Form. (Incorporated by reference to Exhibit 99.3 of the Registrant’s Current Report on Form 8-K, filed with the Commission on November 3, 2023.)
Exhibit 10.27
Form of ACNB Bank Variable Compensation Plan Restricted Stock Agreement for Employees dated as of March 15, 2024. (Incorporated by reference to Exhibit 99.3 of the Registrant’s Current Report on Form 8-K, filed with the Commission on March 20, 2024.)
Exhibit 10.28
Employment Agreement by and between ACNB Corporation, ACNB Bank and Brett D. Fulk dated as of September 6, 2022. (Incorporated by reference to Exhibit 10.32 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the Commission on March 14, 2025.)
Exhibit 10.29
Salary Continuation Agreement by and between ACNB Bank and Brett D. Fulk dated as of September 6, 2022. (Incorporated by reference to Exhibit 10.33 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the Commission on March 14, 2025.)
Exhibit 10.30
Deferred Compensation Agreement by and between ACNB Bank and Brett D. Fulk dated as of September 6, 2022. (Incorporated by reference to Exhibit 10.34 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the Commission on March 14, 2025.)
Exhibit 10.31
Form of ACNB Bank Variable Compensation Plan Restricted Stock Agreement for Employees dated as of March 15, 2024. (Incorporated by reference to Exhibit 99.3 of the Registrant’s Current Report on Form 8-K, filed with the Commission on March 20, 2024.)
Exhibit 10.32
Form of ACNB Bank Variable Compensation Plan Restricted Stock Agreement for Employees dated as of March 14, 2025. (Incorporated by reference to Exhibit 99.3 of the Registrant’s Current Report on Form 8-K, filed with the Commission on March 19, 2025.)
Exhibit 10.33
First Amendment to Amended and Restated Employment Agreement by and among ACNB Corporation, ACNB Bank and Jason H. Weber dated as of February 19, 2026. (Incorporated by reference to Exhibit 99.1 of the Registrant’s Current Report on Form 8-K, filed with the Commission on February 20, 2026.)
Exhibit 10.34
First Amendment to Amended and Restated Employment Agreement by and among ACNB Corporation, ACNB Bank and Brett D. Fulk dated as of February 19, 2026. (Incorporated by reference to Exhibit 99.2 of the Registrant’s Current Report on Form 8-K, filed with the Commission on February 20, 2026.)
Exhibit 10.35
Form of Subordinated Note Purchase Agreement 5.875% Fixed-to-Floating Rate Subordinated Note due March 15, 2036. (Incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K, filed with the Commission on March 12, 2026.)
Exhibit 10.36
Form of ACNB Bank Variable Compensation Plan Restricted Stock Agreement for Employees dated as of March 13, 2026. (Incorporated by reference to Exhibit 99.3 of the Registrant’s Current Report on Form 8-K, filed with the Commission on March 18, 2026.)
Exhibit 31.1
Chief Executive Officer Certification of Quarterly Report on Form 10-Q.
Exhibit 31.2
Chief Financial Officer Certification of Quarterly Report on Form 10-Q.
Exhibit 32.1
Chief Executive Officer Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
57
Exhibit 32.2
Chief Financial Officer Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Exhibit 101.LAB
XBRL Taxonomy Extension Label Linkbase.
Exhibit 101.PRE
XBRL Taxonomy Extension Presentation Linkbase.
Exhibit 101.INS
XBRL Instance Document – The Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
Exhibit 101.SCH
XBRL Taxonomy Extension Schema.
Exhibit 101.CAL
XBRL Taxonomy Extension Calculation Linkbase.
Exhibit 101.DEF
XBRL Taxonomy Extension Definition Linkbase.
Exhibit 104
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
58
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
ACNB CORPORATION
(Registrant)
Date:
August 6, 2026
/s/ James P. Helt
James P. Helt
President & Chief Executive Officer
/s/ Jason H. Weber
Jason H. Weber
Executive Vice President/Treasurer &
Chief Financial Officer (Principal Financial Officer)
59