ACNB : 2026 Annual Shareholder Meeting

Published: 2026-05-06 08:52:12 ET ACNB

Published on 05/06/2026 at 08:52 am EDT

ACNB Corporation

Annual Meeting of Shareholders May 5, 2026

Welcome & Introductions

Alan J. Stock

Chairman of the Board

Board of Directors

Alan J. Stock Chairman of the Board

Todd L. Herring First Vice Chair of the Board

Eugene J. Draganosky Second Vice Chair

of the Board

Elizabeth F. Carson Kimberly S. Chaney Alexandra C. Chiaruttini Frank Elsner, III

James P. Helt

Scott L. Kelley James J. Lott Donna M. Newell John M. Polli Daniel W. Potts

D. Arthur Seibel, Jr.

Retiring Board of Directors

Daniel W. Potts

Served on the Board of Directors since 2004 for 22 years.

Scott L. Kelley

Served on the Board of Directors since 2012 for 14 years.

James P. Helt

President & CEO

Meeting Agenda

Call to Order

Proof of Notice of Meeting and Quorum

Description of Proposals to be Voted On

Voting and Results

Adjournment of Business Meeting

Management Presentations

Shareholder Questions & Answers

Call to Order, Quorum & Business Matters

Voting and Results

Forward-Looking Statements

During the course of this presentation, there may be projections and forward-looking statements regarding events or the future financial performance of ACNB Corporation. We wish to caution you that these forward-looking statements involve certain risks and uncertainties, including a variety of factors that may cause actual results to differ materially from the anticipated results expressed in these forward-looking statements. ACNB Corporation assumes no duty to update the forward-looking statements made in this presentation. You are encouraged to review the risk factors and other cautionary statements regarding forward-looking information described in other documents ACNB Corporation files from time to time with the Securities and Exchange Commission including the Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and any Current Reports on Form 8-K.

Management Presentations

James P. Helt

President & CEO

Jason H. Weber

EVP, Treasurer & Chief Financial Officer

Experienced Executive Management Team

James P. Helt

37 years

In financial services

17 years

At ACNB

Jason H. Weber

28 years

In financial services

4 years

At ACNB

Laurie A. Laub

24 years

In financial services

21 years

At ACNB

39 years

In financial services

1 year

At ACNB

President & Chief Executive Officer

EVP, Treasurer & Chief Financial Officer

EVP, Chief Credit Officer

34 years

In financial services

3 years

At ACNB

35 years

In financial services

2 years

At ACNB

23 years

In financial services

3 years

At ACNB

Teresa L Gregory

President, Traditions Mortgage, A Division of ACNB Bank

Brett D. Fulk

EVP, Chief Strategy Officer

43 years

Mark E. Blacksten

EVP, Maryland Market President

26 years

Andrew A. Bradley

SVP, Chief Risk Officer

13 years

36 years

In financial services

1 year

At ACNB

Douglas A. Seibel

In financial services

17 years

At ACNB

Emily E. Berwager

In human resources

5 years

At ACNB

Kevin J. Hayes

In legal services

10 years

At ACNB

Michael E. Huson

SVP, York / Lancaster / Berks Market President

EVP, Chief Lending Officer

SVP, Chief Human Resources Officer

SVP, General Counsel, Secretary and Chief Governance Officer

Market pricing data source is S&P Capital IQ Pro as of April 30, 2026.

Ownership data source is S&P Capital IQ Pro as of most recent available; financial data as of or for the three months ending March 31, 2026.

Source: ACNB Public Filings and Internal Documents.

Ticker

Nasdaq: ACNB

Total Assets

$3.3B

Total Loans

$2.3B

Market Capitalization

$524M

Float

96%

Average Daily Volume (3-Mo)

58K

Common Shares Outstanding

10.3M

Institutional Ownership

~38%

Insider Ownership

~4%

Price/EPS (NTM)

9.49

Price/Book Value Per Share

1.23x

Price/Tangible Book Value Per Share

1.54x

Dividend Yield

3.31%

Share Price - 04/30/2026

$50.69

52-Week High

$53.89

52-Week Low

$40.15

ROAA (MRQ)

1.71%

ROAE (MRQ)

12.97%

FTE NIM (MRQ)

4.46%

Corporate Profile

Mid-Atlantic commercial financial holding company for ACNB Bank and ACNB Insurance Services, which serve businesses and communities in South Central Pennsylvania and Northern Maryland.

Investment Highlights

Experienced Management Team Commercially Focused Loan Portfolio

Stable and Low-Cost Deposit Base

Proven management team with successful track record

Approximately 338 years of combined experience

Commercial loans/total loans* ratio of approximately 68%

Average commercial loan yield of 6.34%*

Attractive PA and MD growth markets

165+ year-old bank with loyal customer base and leading market share in its core PA markets

Strong presence in affluent and dynamic MD markets

1.36% cost of interest-bearing deposits

Noninterest bearing demand deposits are approximately 23% of the deposit portfolio

Commitment to Noninterest Income to Diversify Revenue

Focus on Expense Management to Create Efficiencies and Support Investments into Improving Customer Experience

Strong Profitability

Actively Managing Strong Capital Position

Stable Asset Quality

~19.4% noninterest income to revenues†† driven by insurance services, mortgage and wealth management

~$739 million in assets under management or administration in wealth management

~18% reduction in net branch count from year-end 2020 to year-end 2024

Added eight branches with Traditions Bancorp, Inc. ("Traditions") acquisition and consolidated two branches into ACNB Bank branches in 2025

Undertaking enterprise modernization and digital transformation

Core return on average assets†† of 1.69% and core return on average equity†† of 13.38%

Strong capital position provides flexibility to return capital to shareholders and fund prudent growth of the company

10.60% tangible common equity/tangible assets†† and regulatory ratios well above internal minimums

Closed strategic acquisition of Traditions in the first quarter of 2025

0.46% NPLs/loans

0.02% NCOs/avg. loans

1.02% allowance/loans and 221% allowance/NPLs

Best-in-Class Franchise with Top-Tier Performance

Profitability Credit & Capital

ROAA: ACNB (1.69%††), Top 200 Banks¹ (1.25%) NCOs/Avg. Loans: ACNB (0.02%), Top 200 Banks¹ (0.17%)

ROAE: ACNB (13.4%††), Top 200 Banks¹ (10.9%) TCE/TA: ACNB (10.60%), Top 200 Banks¹ (8.90%)

NIM: ACNB (4.36%), Top 200 Banks¹ (3.64%) Total RBC: ACNB (16.54%), Top 200 Banks¹ (14.73%)

* C&I, CRE, multifamily, farm and construction and development loans as percentage of total loans. Yield is on a fully taxable equivalent.

†† Non-GAAP financial measure; Refer to the calculation on the pages titled "Reconciliation of Non-GAAP Measures" at the end of this presentation.

1) Represents the top 200 major exchange-traded banks as defined by total assets as of the most recently reported quarter, excluding merger targets; reflects median values.

Financial data as of or for the three months ending 12/31/25. Source: Company data from public filings and internal sources. 13

Overview of 2025 Results

INCOME STATEMENT DATA

For the Year Ended December 31, Dollars in thousands, except per share data 2025 2024 2023 2022 2021

Interest expense 40,122 23,854 8,320 3,624 6,915

Interest income $ 163,212 $ 107,465 $ 96,640 $ 87,049 $ 78,159

Provision for (reversal of) credit losses 5,262 (2,437) 860 - 50

Net interest income 123,090 83,611 88,320 83,425 71,244

(Reversal of) provision for unfunded commitments (532) (326) (16) - -

Noninterest income 28,609 24,730 18,445 21,807 22,776

Noninterest expenses 100,515 70,685 66,072 60,281 58,951

Income before income taxes 46,454 40,419 39,849 44,951 35,019

Strong operating results in 2025.

Increase in net income driven primarily by the acquisition of Traditions Bancorp, Inc.

Profitability ratios remain consistently strong.

Provision for income taxes 9,403 8,573 8,161 9,199 7,185

Net income $ 37,051 $ 31,846 $ 31,688 $ 35,752 $ 27,834

BALANCE SHEET DATA (AT YEAR-END)

Assets $ 3,228,126 $ 2,394,830 $ 2,418,847 $ 2,525,507 $ 2,786,987

Securities $ 531,131 $ 459,472 $ 517,221 $ 620,250 $ 446,161

Loans, net $ 2,306,842 $ 1,665,630 $ 1,608,019 $ 1,520,749 $ 1,449,394

Deposits $ 2,450,185 $ 1,792,501 $ 1,861,813 $ 2,198,975 $ 2,426,389

Borrowings $ 320,116 $ 271,159 $ 252,174 $ 62,954 $ 69,902

Stockholders' equity $ 419,974 $ 303,273 $ 277,461 $ 245,042 $ 272,114

Earnings per share-basic $ 3.61 $ 3.75 $ 3.72 $ 4.15 $ 3.19

COMMON SHARE DATA

Book value per share $ 40.63 $ 35.61 $ 32.73 $ 28.78 $ 31.35

Cash dividends declared $ 1.38 $ 1.26 $ 1.14 $ 1.06 $ 1.03

Dividend payout ratio 38.82 % 33.64 % 30.62 % 25.50 % 32.22 %

Weighted average number of common shares 10,259,179 8,503,473 8,507,803 8,623,012 8,714,926

Return on average assets 1.16 % 1.31 % 1.32 % 1.31 % 1.03 %

PROFITABILITY RATIOS AND CONDITION

Average stockholders' equity to average assets 12.27 % 11.95 % 10.83 % 9.15 % 9.81 %

Return on average equity 9.44 % 10.94 % 12.23 % 14.35 % 10.52 %

Non-performing loans to total loans 0.46 % 0.40 % 0.26 % 0.25 % 0.42 %

SELECTED ASSET QUALITY RATIOS

Allowance for credit losses to total loans 1.02 % 1.03 % 1.23 % 1.16 % 1.30 %

Net charge-offs to average loans outstanding 0.01 % 0.02 % 0.02 % 0.08 % 0.08 %

Allowance for credit losses to non-performing loans 220.80 % 253.67 % 478.53 % 463.08 % 306.05 %

Source: ACNB Public filings and Internal Documents. 14

Net interest income after provisions for credit losses and unfunded

commitments

118,360

86,374

87,476

83,425

71,194

CAGR¹ ('21 - '25): 3.74%

Total Assets ($MMs)

Balance Sheet Trends

Total Loans ($MMs)

CAGR¹ ('21 - '25): 12.24%

Total Deposits ($MMs)

CAGR¹ ('21 - '25): 0.24%

Tangible Common Equity² ($MMs)

CAGR¹ ('21 - '25): 10.44%

Compounded Annual Growth Rate (CAGR).

Non-GAAP financial measure. Refer to the calculation on the page titled "Reconciliation of Non-GAAP Measures" at the end of this presentation.

Source: ACNB Public filings and Internal Documents. 15

Net Interest Margin (%)1

Performance Over Time

ROAE (%)

2 2

Efficiency Ratio3 (%)

TCE / TA3 (%)

TBVPS3 ($)

Non-FTE.

Excluding the strategic balance sheet repositioning, net of the corresponding tax impact, in the amount of $3.5 million for the year ended December 31, 2023 (Non-GAAP); Excluding the discrete merger expenses incurred as a result of the acquisition and integration of Traditions Bancorp, Inc., net of the corresponding tax impact, in the amount of $1.6 million for the year ended December 31, 2024; Excluding the discrete merger expenses and the initial loan loss provision for non-purchased credit deteriorated loans incurred as a result of the acquisition and integration of Traditions Bancorp, Inc., net of the corresponding tax impact, in the amount of $12.6 million and excluding the strategic balance sheet repositioning, net of the corresponding tax impact, in the amount of $2.8 million for the year ended December 31, 2025.

Non-GAAP financial measure. Refer to the calculation on the page titled "Reconciliation of Non-GAAP Measures" at the end of this presentation.

Source: ACNB Public filings and Internal Documents. 16

Diluted EPS ($)

Prudent Reserve Discipline

ACNB actively monitors its loan portfolio to maintain strong asset quality.

On January 1, 2023, the Corporation adopted Topic 326, universally referred to as CECL; Day one impact resulted in $1.6 million increase in the ACL.

Provision expense in 2025 driven primarily by the acquisition of Traditions Bancorp, Inc.

Source: ACNB Public filings and Internal Documents. 17

Strong Capital Position

Excess (2)

Internal Minimums

Total-Risk Based

CE Tier 1

Tier 1 Leverage Tier 1 Risk Based

10.00%

8.00%

6.00%

4.00%

2.00%

0.00%

11.40%

14.00%

12.00%

14.74%

14.96%

16.00%

16.54%

18.00%

Capital ratios exceed regulatory and internal minimum requirements.

Quarterly cash dividend increased to $0.38 per share for the quarter ending December 2025 compared to $0.32 per share for the quarter ending December 2024.

Repurchased 264,393 shares of ACNB common stock in open market transactions for the twelve months ended December 31, 2025.

Consolidated regulatory capital ratios as of 12/31/2025.

Excess capital defined as capital in excess of the regulatory capital minimums and 250 basis points capital conservation buffer, except for Tier 1 leverage ratio; Tier 1 leverage ratio is capital in excess of well-capitalized minimum.

Source: ACNB Public filings and Internal Documents. 18

2025

2024

2023

2022

2021

2020

2019

2018

2017

$0.20

$0.40

$0.60

$0.80

$1.00

$0.98

$1.06

$1.03

$1.00

$1.14

$1.26

$1.20

$1.40

$1.60

Total Dividend

Dividend Analysis 2017 to Present

$0.89

$1.38

Cash Dividend in 2017 was $0.80 compared to $1.38 in 2025( 73%↑)

Source: ACNB Public filings and Internal Documents. 19

Total Shareholder Return: 1-Year

ACNB outperformed the bank and broader market indices and its peer group over the last year ...

Source: S&P Capital IQ Pro; Data from 12/31/2024 to 12/31/2025 Note: See peer group at the end of this presentation

Disclaimer

ACNB Corporation published this content on May 05, 2026, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on May 06, 2026 at 12:51 UTC.