8-K/A
Acnb Corp (ACNB)
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 ofReport (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<br> or other<br><br> jurisdiction of<br><br> incorporation) | (Commission<br><br> File Number) | (IRS Employer<br><br> 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<br>to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ¨ | Soliciting material pursuant to<br>Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ¨ | Pre-commencement communications<br>pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ¨ | Pre-commencement communications<br>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<br> 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 TraditionsBANCORP, 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 TraditionsBancorp, 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 TraditionsBancorp, 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 TraditionsBancorp, Inc. Acquisition
February 4, 2025
Page 4 of 4
FORWARD-LOOKING STATEMENTS - In addition tohistorical information, this press release may contain forward-looking statements. Examples of forward-looking statements include, butare not limited to, (a) projections or statements regarding future earnings, expenses, net interest income, other income, earningsor loss per share, asset mix and quality, growth prospects, capital structure, and other financial terms, (b) statements of plansand objectives of Management or the Board of Directors, and (c) statements of assumptions, such as economic conditions in the Corporation’smarket 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-lookingstatements 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 bybank 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 andfiscal policies, as well as legislative and regulatory changes; effects of new laws and regulations (including laws and regulations concerningtaxes, banking, securities and insurance) and their application with which the Corporation and its subsidiaries must comply; impacts ofthe capital and liquidity requirements of the Basel III standards; effects of changes in accounting policies and practices, as may beadopted by the regulatory agencies, as well as the Financial Accounting Standards Board and other accounting standard setters; ineffectivenessof 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 limitor a prolonged shutdown of the federal government; effects of economic conditions particularly with regard to the negative impact of anypandemic, epidemic or health-related crisis and the responses thereto on the operations of the Corporation and current customers, specificallythe effect of the economy on loan customers’ ability to repay loans; effects of competition, and of changes in laws and regulationson competition, including industry consolidation and development of competing financial products and services; inflation, securities marketand monetary fluctuations; risks of changes in interest rates on the level and composition of deposits, loan demand, and the values ofloan collateral, securities, and interest rate protection agreements, as well as interest rate risks; difficulties in acquisitions andintegrating and operating acquired business operations, including information technology difficulties; challenges in establishing andmaintaining operations in new markets; effects of technology changes; effects of general economic conditions and more specifically inthe Corporation’s market areas; failure of assumptions underlying the establishment of reserves for credit losses and estimationsof values of collateral and various financial assets and liabilities; acts of war or terrorism or geopolitical instability; disruptionof credit and equity markets; ability to manage current levels of impaired assets; loss of certain key officers; ability to maintain thevalue and image of the Corporation’s brand and protect the Corporation’s intellectual property rights; continued relationshipswith major customers; and, potential impacts to the Corporation from continually evolving cybersecurity and other technological risksand attacks, including additional costs, reputational damage, regulatory penalties, and financial losses; and, the other factors detailedin ACNB’s publicly-filed documents, including its Annual Report on Form 10-K for the year ended December 31, 2023, QuarterlyReports on Form 10-Q for the quarters ended March 31, 2024, June 30, 2024 and September 30, 2024, and its other filingswith the SEC. We caution readers not to place undue reliance on these forward-looking statements. The forward-looking statements onlyspeak as of the date hereof, and ACNB does assume any obligation to revise, update or clarify forward-looking statements to reflect eventsor conditions after the date of this press release.
ACNB #2025-6
February 4, 2025