ACNB Corporation filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits
$ACNB
Major Banks
Finance
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported): February 19, 2026
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CURRENT REPORT ON FORM 8-K
ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On February 19, 2026, ACNB Corporation (the “Corporation”) and ACNB Bank, the Corporation’s wholly-owned subsidiary (the “Bank”) entered into amendments to the Amended and Restated Employment Agreement of Jason H. Weber, Executive Vice President/Treasurer and Chief Financial Officer of the Corporation and Bank dated as of October 5, 2022, and the Employment Agreement of Brett D. Fulk, Executive Vice President - Chief Strategy Officer of the Corporation and Bank dated as of September 6, 2022.
Each amendment amends and restates Section 7 of each employment agreement in their entirety which relates to the executive’s rights in the event of a change in control and increases the amount payable to the executive under certain circumstances following a change in control. If the executive’s employment is terminated by the Corporation without cause or he experiences an involuntary separation of service within two (2) years after a “change in control” (as defined in the employment agreement) or he voluntarily terminates employment for good reason within one (1) year after a change in control, then the executive shall be entitled to receive a multiple of his “agreed compensation” (as defined in the employment agreement), and continuation of all life, disability, medical insurance, and other normal health and welfare benefits for two (2) years. The amendments increase the multiple of each executive’s agreed compensation from 2.0 to 2.99 times of his agreed compensation.
In addition, Section 7 of Mr. Fulk’s employment agreement was modified to provide for a limited gross up in the event that the payments made after a change in control when added to all other amounts or benefits provided to or on behalf of the executive in connection with his termination of employment would result in an excise tax under Section 4999 or under Section 280G of the Internal Revenue Code rather than a reduction. Also, Section 17 of Mr. Fulk’s employment agreement which provided certain change in control payment reductions was eliminated in its entirety.
Finally, each agreement increases certain non-solicitation provisions from six (6) months to two (2) years following termination of employment. Other than the modifications set forth above, there were no other changes to the employment agreements.
The description above is only a summary of the material terms of the amendments to the employment agreements and is not intended to be a full description of the amendments. The amendments to the employment agreements are attached hereto as Exhibits 99.1 and 99.2 and are incorporated herein by reference.
ITEM 9.01 Financial Statements and Exhibits
(d) Exhibits.
Exhibit Number Description
99.1 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
99.2 First Amendment to Employment Agreement by and among ACNB Corporation, ACNB Bank and Brett D. Fulk dated as of February 19, 2026.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned, thereunto duly authorized.
ACNB CORPORATION (Registrant) | |||||||||||
| Dated: | February 20, 2026 | /s/ Kevin J. Hayes | |||||||||
| Kevin J. Hayes | |||||||||||
| Senior Vice President/ | |||||||||||
| General Counsel, Secretary & Chief Governance Officer | |||||||||||