ACNB ACNB Corporation

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

 

Washington, D.C. 20549

 

 

FORM 8-K/A

(Amendment No. 1) 

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

 

 

Date of Report (Date of earliest event reported): February 1, 2025

 

ACNB Corporation

(Exact name of Registrant as specified in its charter)

 

Pennsylvania		1-35015		23-2233457
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

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

 

        717.334.3161        

(Registrant’s telephone number, including area code)

 

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

 

¨

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

 

¨

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

 

¨

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

 

¨

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

 

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

 

Emerging growth company ¨

 

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

 

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

 

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

 

 

 

CURRENT REPORT ON FORM 8-K

 

Explanatory Note

 

On February 3, 2025, ACNB Corporation (“ACNB”) filed a Current Report on Form 8-K (the “Original Report”) with the Securities and Exchange Commission to announce the completion of the acquisition of Traditions Bancorp, Inc. This Amendment No. 1 to the Original Report amends Item 8.01 and Item 9.01 to correct an inadvertent error in the Press Release of ACNB, dated February 3, 2025, to correct the combined approximate deposit amount following the acquisition from $2.04 billion to $2.54 billion as of December 31, 2024. No other changes have been made to the Original Report.

 

ITEM 8.01

Other Events

 

ACNB issued a press release on February 4, 2025, to correct the press release issued on February 3, 2025, announcing completion of the acquisition. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

 

ITEM 9.01

Financial Statements and Exhibits

 

(d) Exhibits.

 

Exhibit Number

Description

 

99.1

Corrected Press Release Dated February 4, 2025 Announcing Completion of Traditions Acquisition

 

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 4, 2025	/s/ Kevin J. Hayes
	Kevin J. Hayes
	Senior Vice President/
	General Counsel, Secretary & Chief Governance Officer

 

 

 

Exhibit 99.1

 

Press Release

 

FOR IMMEDIATE RELEASE
	Contact:	Kevin Hayes
		SVP/ General Counsel,
		Secretary, and Chief
		Governance Officer
		717.339.5161
		khayes@acnb.com

 

CORRECTION - ACNB Corporation announceS Completion

of Traditions BANCORP, inc. Acquisition

 

GETTYSBURG, PA, February 04, 2025 (GLOBE NEWSWIRE) -- In a release issued under the same headline on February 3, 2025 by ACNB Corporation please note that in the third paragraph of the release, the deposit amount has been corrected to $2.54 billion instead of $2.04 billion. The corrected release follows:

 

ACNB Corporation (NASDAQ: ACNB), the parent financial holding company of ACNB Bank, a Pennsylvania state-chartered, FDIC-insured community bank, headquartered in Gettysburg, PA, announced the completion of the acquisition of Traditions Bancorp, Inc. (“Traditions”) and its wholly-owned subsidiary, Traditions Bank, headquartered in York, PA, effective February 1, 2025. 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 will operate the former Traditions Bank branches as “Traditions Bank, A Division of ACNB Bank”. In connection with the close of the acquisition, Traditions stockholders received 0.7300 shares of ACNB Corporation common stock for each share of Traditions common stock that they owned as of the closing date, with cash paid in lieu of fractional shares.

 

In addition, at the close of the acquisition, three former Traditions directors, Eugene J. Draganosky, Elizabeth F. Carson, and John M. Polli, joined the Boards of Directors of ACNB Corporation and ACNB Bank. Mr. Draganosky has nearly 40 years of banking experience, and is the former CEO and Chair of the Board of Traditions and Traditions Bank, having held those roles since 2017 and 2023, respectively. Ms. Carson, Lead Independent Director of Traditions, joined the Traditions Bank Board in 2015, after over 30 years of banking experience in a variety of leadership roles with community and regional banks. Mr. Polli was a member of the Traditions Bank board of directors since its founding in 2002, and has nearly 40 years of diverse business expertise, from serving as a public accountant to owning, managing, and advising businesses in the transportation, real estate, and insurance industries.

 

 

ACNB Corporation

Press Release/ACNB Corporation Announces Completion of Traditions Bancorp, Inc. Acquisition

February 4, 2025

Page 2 of 4

 

With the combination of the two organizations, and based on financial information for each organization as of December 31, 2024, ACNB Corporation will have approximately $3.26 billion in assets, $2.54 billion in deposits, and $2.36 billion in loans, and will serve its customers throughout 35 community banking offices in south central Pennsylvania and northern Maryland.

 

“We are pleased to announce the completion of our strategic acquisition of Traditions Bancorp, and excited to unite our teams of dedicated local bankers who are committed to their customers and communities,” stated ACNB Corporation President & Chief Executive Officer James P. Helt. “This combination brings together organizations that are unified by a shared vision, values, and a customer-centric approach to banking, to create an even stronger community bank. Importantly, our customers will benefit from expanded products and services delivered by the familiar faces they have come to know and trust. This merger positions us well to continue to grow in the attractive York and Lancaster County markets, and enhances ACNB Bank’s mortgage operations, which will now serve customers throughout our footprint as ‘Traditions Mortgage, A Division of ACNB Bank.’ Together, we look forward to continuing to deliver on our vision of being the financial services provider of choice in the communities we serve.”

 

Alan J. Stock, Chair of the Board of ACNB, stated “We welcome Mr. Draganosky, Ms. Carson, and Mr. Polli to the ACNB Boards of Directors, and are confident that their expertise, skills, and strong connections to the York and Lancaster market areas will enhance and complement ACNB’s current Boards of Directors. We are committed to enhancing value for our shareholders and are poised to deliver on that commitment with an experienced and knowledgeable board, a seasoned management group, and a team of bankers and professionals dedicated to a successful integration and customer experience.”

 

 

ACNB Corporation

Press Release/ACNB Corporation Announces Completion of Traditions Bancorp, Inc. Acquisition

February 4, 2025

Page 3 of 4

 

Bybel Rutledge LLP served as legal counsel and Piper Sandler served as financial advisor to ACNB Corporation for the transaction. Pillar + Aught served as legal counsel and Stephens Inc. served as financial advisor to Traditions Bancorp, Inc.

 

About ACNB Corporation

 

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

 

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ACNB Corporation

Press Release/ACNB Corporation Announces Completion of Traditions Bancorp, Inc. Acquisition

February 4, 2025

Page 4 of 4

 

FORWARD-LOOKING STATEMENTS - In addition to historical information, this press release 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, other 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; banking instability caused by bank 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; 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; and, 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, the other factors detailed in ACNB’s publicly-filed documents, including its Annual Report on Form 10-K for the year ended December 31, 2023, Quarterly Reports on Form 10-Q for the quarters ended March 31, 2024, June 30, 2024 and September 30, 2024, and its other filings with the SEC. We caution readers not to place undue reliance on these forward-looking statements. The forward-looking statements only speak as of the date hereof, and ACNB does assume any obligation to revise, update or clarify forward-looking statements to reflect events or conditions after the date of this press release.

 

ACNB #2025-6

February 4, 2025

 

 

v3.25.0.1

Cover	Feb. 01, 2025
Cover [Abstract]
Document Type	8-K/A
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Document Period End Date	Feb. 01, 2025
Entity File Number	1-35015
Entity Registrant Name	ACNB Corporation
Entity Central Index Key	0000715579
Entity Tax Identification Number	23-2233457
Entity Incorporation, State or Country Code	PA
Entity Address, Address Line One	16 Lincoln Square
Entity Address, City or Town	Gettysburg
Entity Address, State or Province	PA
Entity Address, Postal Zip Code	17325
City Area Code	717
Local Phone Number	334.3161
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $2.50 par value per share
Trading Symbol	ACNB
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false

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