ACNB ACNB Corporation

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

 

Washington, D.C. 20549

 

 

FORM 8-K

 

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

 

ITEM 2.01

Completion of Acquisition or Disposition of Assets

 

Effective February 1, 2025, ACNB Corporation (“ACNB”) completed its previously-announced acquisition of Traditions Bancorp, Inc. (“Traditions”) pursuant to the Agreement and Plan of Reorganization, dated as of July 23, 2024, by and among ACNB, ACNB South Acquisition Subsidiary, LLC (“Acquisition Subsidiary”), ACNB Bank, Traditions, and Traditions Bank (the “Reorganization Agreement”). At the effective time of the acquisition, Traditions merged with and into Acquisition Subsidiary, with Acquisition Subsidiary surviving the merger. In addition, immediately thereafter, Traditions Bank, a Pennsylvania state-chartered bank and Traditions’ wholly-owned subsidiary, merged with and into ACNB Bank, a Pennsylvania state-chartered bank and trust company and ACNB’s wholly-owned subsidiary, with ACNB Bank as the surviving bank.

 

Subject to the terms and conditions of the Reorganization Agreement, at the effective time of the merger, each share of Traditions common stock was converted into the right to receive 0.7300 shares of ACNB common stock, with an amount in cash, without interest, to be paid in lieu of fractional shares. As a result of the merger, ACNB expects to issue approximately 2,035,359 shares of its common stock, and cash in exchange for fractional shares based upon $39.09 per whole share of ACNB common stock, the determined market share price in accordance with the Reorganization Agreement. In addition, all unexercised options to purchase shares of Traditions common stock were redeemed for cash.

 

The foregoing description of the Reorganization Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Reorganization Agreement, which is attached hereto as Exhibit 2.1 and is incorporated herein by reference.

 

ITEM 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

 

Board Appointments

 

Effective February 1, 2025, in connection with the merger and pursuant to the terms of the Reorganization Agreement, three former Traditions directors were appointed to ACNB’s Board of Directors as follows:

 

Elizabeth F. Carson, former Lead Independent Director of Traditions and Traditions Bank, was appointed as a Class 2 director of ACNB. Ms. Carson was also appointed as a Director of ACNB Bank’s Board of Directors. In connection with her appointment to the Boards of ACNB and ACNB Bank, Ms. Carson was appointed to ACNB Bank’s Board Loan Committee and Board Trust Committee.

 

Eugene J. Draganosky, former Director, Chair of the Board, and CEO of Traditions and Traditions Bank, was appointed as a Class 1 director of ACNB and a Vice Chair of the Board of Directors. Mr. Draganosky was also appointed as a Director and Vice Chair of ACNB Bank’s Board of Directors and as a member of the Board of Directors of ACNB Insurance Services, Inc., the wholly owned insurance agency subsidiary of ACNB. In connection with his appointment to the Boards of ACNB and ACNB Bank, Mr. Draganosky was appointed to ACNB Bank’s Board Loan Committee.

 

John M. Polli, former Director of Traditions and Traditions Bank, was appointed as a Class 3 director of ACNB. Mr. Polli was also appointed as a Director of ACNB Bank’s Board of Directors. In connection with his appointment to the Boards of ACNB and ACNB Bank, Mr. Carson was appointed to ACNB and ACNB Bank’s Board Audit Committee and ACNB Bank’s Board Trust Committee.

 

 

Other than pursuant to the terms of the Reorganization Agreement and those fees and benefits available to all nonemployee Directors of ACNB and ACNB Bank, and except as disclosed below regarding Mr. Draganosky, none of the foregoing individuals was appointed to these positions pursuant to any arrangement or understanding with any other person, nor do any of the foregoing individual individuals have reportable transactions under Item 404(a) of Regulation S-K.

 

Separation and Non-Competition Agreement

 

In connection with the merger and as of the effective date of the merger, ACNB and ACNB Bank entered into a Separation and Non-competition Agreement with Mr. Draganosky relating to the termination of his employment as Chief Executive Officer of Traditions and Traditions Bank and his related employment agreement with Traditions and Traditions Bank (the “Draganosky Agreement”). Under the terms of the Draganosky Agreement, Mr. Draganosky will receive a lump some separation payment of $1,373,500 and maintenance of at least $800,000 in split dollar bank owned life insurance for at least 3 years following the effective date. In exchange, Mr. Draganosky agrees such payment satisfies all obligations under his employment agreement and that he will be subject to certain non-competition and non-solicitation restrictions for a period of 18 months as delineated in the Draganosky Agreement.

 

The description above is only a summary of the material terms of the Draganosky Agreement and is not intended to be a full description of the agreement. The Draganosky Agreement is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

 

ITEM 8.01

Other Events

 

ACNB issued a press release 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

 

(a) Financial Statements of Business Acquired

 

The financial statements required to be filed under this Item 9.01(a) shall be filed by an amendment to this Form 8-K not later than 71 days after the date this Current Report on Form 8-K is required to be filed.

 

(b) Pro Forma Financial Information

 

The pro forma financial information required to be filed under this Item 9.01(b) shall be filed by an amendment to this Form 8-K not later than 71 days after the date this Current Report on Form 8-K is required to be filed.

 

 

(d) Exhibits.

 

Exhibit Number

Description

 

2.1

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 Annex A of the Registrant’s Registration Statement No. 333-282412 on Form S-4, filed with the Commission on October 23, 2024.) Schedules are omitted; the Registrant agrees to furnish copies of Schedules to the Securities and Exchange Commission upon request.

 

10.1

Separation and Non-Competition Agreement dated as of January 23, 2025 by and among ACNB Corporation, ACNB Bank, Traditions Bancorp, Inc., Traditions Bank and Eugene J. Draganosky effective February 1, 2025.

 

99.1

Press Release Dated February 3, 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 3, 2025	/s/ Kevin J. Hayes
	Kevin J. Hayes
	Senior Vice President/
	General Counsel, Secretary & Chief Governance Officer

 

 

 

Exhibit 10.1

 

Execution Version

 

SEPARATION AND NON-COMPETITION AGREEMENT

 

THIS SEPARATION AND NON-COMPETITION AGREEMENT (the “Agreement”) is made this 23rd day of January 2025, by and among ACNB Corporation (“ACNB”), ACNB Bank, Traditions Bancorp, Inc. (“TBI”), Traditions Bank (“Traditions Bank”), and Eugene J. Draganosky (the “Executive”) on the terms and conditions set forth below:

 

WHEREAS, the Executive has been employed by Traditions Bank and will remain an employee of Traditions Bank until the Effective Time of the merger ( the “Merger”) and the other transactions contemplated by the Agreement and Plan of Reorganization by and among ACNB, ACNB South Acquisition Subsidiary, LLC, ACNB Bank, Traditions Bank and Traditions Bank' s parent holding company, TBI, dated July 23, 2024 (the “Reorganization Agreement”);

 

WHEREAS, Traditions Bank, ACNB Bank and their respective affiliates are engaged in the community banking business (the “Business”);

 

WHEREAS, the Executive is the Chief Executive Officer of TBI and Traditions Bank;

 

WHEREAS, the Executive has been a fundamental and elemental contributor to the systems, policies, procedures, processes, success, growth and leadership of Traditions Bank;

 

WHEREAS, the Executive will terminate his employment with TBI and Traditions Bank and their affiliates and subsidiaries effective and contingent upon the Effective Time of the Merger as defined in and provided for in the Reorganization Agreement (the “Termination Date”);

 

WHEREAS, the Executive, TBI, Traditions Bank, ACNB and ACNB Bank wish to settle, compromise and resolve any and all claims that the Executive may have against TBI, Traditions Bank, ACNB, ACNB Bank or any of the affiliates or subsidiaries of such entities, including claims under the Executive's Employment Agreement with TBI and Traditions Bank dated January 1, 2023 (the “Traditions Employment Agreement”), in order to facilitate completion of the Merger;

 

WHEREAS, Employee is not a party nor subject to any employment, change in control, noncompete, non-solicitation or restrictive covenant agreements, or any other restrictions or agreements except the Traditions Employment Agreement; and

 

WHEREAS, ACNB has, as part of this agreement, agreed to provide the Executive with certain special benefits that it was not otherwise obligated to provide, including that ACNB will not dispute the Executive's claim that “Good Reason” as defined in the Traditions Employment Agreement has occurred to Executive as of the Effective Time as defined in the Reorganization Agreement.

 

 

NOW THEREFORE, the Executive, TBI, Traditions Bank, ACNB and ACNB Bank hereby agree to the following:

 

1.            Effective Date and Contingency. This Agreement shall be effective upon the Effective Time of the Merger as defined in and provided for in the Reorganization Agreement.

 

None of the parties to this Agreement shall have any rights or obligations set forth in this Agreement before the Effective Time. This Agreement shall be null and void if, and at such time as, the Reorganization Agreement is terminated and the Merger is abandoned for any reason prior to the Effective Time of the Merger (as defined in the Reorganization Agreement).

 

2.            Separation from Employment. The Executive's employment with TBI and Traditions Bank and its affiliates and subsidiaries shall terminate as of the Termination Date. Traditions Bank will pay the Executive all salary and vacation benefits, payable through the Termination Date, subject to standard withholdings and deductions, in accordance with its normal payroll processes.

 

3.            Compensation and Benefits.

 

(a)          ACNB agrees to pay (or cause its wholly owned subsidiary ACNB Bank to pay) the Executive a lump sum payment in the aggregate amount of $1,373,500, subject to deductions and withholdings as required by law (the “Separation Payment”), in connection with the Executive's termination of employment and in exchange for the promises and releases made by the Executive within this Agreement and specifically in exchange for the Non Compete and Non Solicitation provisions of Section 6 below. The Separation Payment will be made as soon as practicable, but in no event later than ten (10) business days after the Effective Time of Merger as defined in the Reorganization Agreement, assuming such release is executed on the Termination Date and is not thereafter revoked.

 

(b)          Subject to the relevant plan and/or policy terms, provisions, conditions and/or requirements, as may be in effect from time to time, for a period of three years following the Effective Time of the Merger, and for so long thereafter as the Executive serves on the ACNB and ACNB Bank Boards of Directors, ACNB agrees to maintain for the benefit of Executive (or his named beneficiaries) one or more life insurance policies having an aggregate death benefit of not less than $800,000.

 

(c)          The Executive agrees that the lump sum payment set forth in Section 3(a) and the performance of the obligations provided in Section 3(b) above shall satisfy ALL of the obligations of TBI, Traditions Bank and their successors, ACNB and ACNB Bank under the Employment Agreement. The Executive further acknowledges and agrees that there are no equity awards under the Employment Agreement and that he is waiving any and all rights to continued life insurance, accident, health, and disability insurances, health and welfare benefits pursuant to and as provided in the Employment Agreement.

 

(d)          TBI, Traditions Bank, ACNB and ACNB Bank shall not be responsible for any fees, taxes, penalties, costs or fines associated or in connection with Internal Revenue Code Section 409A (or any successor provision thereto).

 

4.            No Other Obligations. Except as set forth in the preceding paragraphs and except as required under any “Traditions Benefits Plan” (as defined in the Reorganization Agreement), neither ACNB, ACNB Bank or any ACNB subsidiaries or affiliates nor TBI or Traditions Bank or any of their affiliates shall have any obligation to make any further payments to or for the Executive's benefit with respect to his services on or before the Termination Date or in connection with or with respect to the Traditions Employment Agreement.

 

 

5.            Release. The Executive agrees to sign a release substantially in the form attached as Exhibit A to this Agreement on the Termination Date.

 

6.            Non-Compete and Non-Solicitation Provisions.

 

(a)          The Executive hereby covenants and agrees that for eighteen (18) months following the Termination Date that Executive shall not, except as otherwise permitted in writing by ACNB:

 

(i)            be engaged, directly or indirectly, either for his own account or as agent, consultant, employee, partner, officer, director, proprietor, investor (except as an investor owning less than 5% of the stock of a publicly owned company) or otherwise of any person, firm, corporation or enterprise engaged in (1) the banking (including bank holding company) or financial services industry, or (2) any other activity in which ACNB or ACNB Bank or any of their subsidiaries are engaged, in any county in which ACNB Bank has or operates a bank branch or loan production office (including branches or offices operating under a trade name) as well as all counties or independent cities contiguous to such county as of the business day after the Effective Time of the Reorganization Agreement (the “Non- Competition Area”);

 

(ii)           provide financial or other assistance to any person, firm, corporation or enterprise engaged in (1) the banking (including bank holding company) or financial services industry, or (2) any other activity in which ACNB or ACNB Bank or any of their subsidiaries are engaged in the Non-Competition Area;

 

(iii)          directly or indirectly solicit (including advertising, social media or outreach) persons or entities who were customers, prospects or referral sources of Traditions Bank, ACNB, ACNB Bank or their subsidiaries within one (1) year of Executive’s Termination Date, to become a customer or referral source of a person or entity other than ACNB, ACNB Bank or their subsidiaries; or,

 

(iv)          directly or indirectly solicit employees of ACNB, ACNB Bank or their subsidiaries or Traditions Bank who were employed within two (2) years of Executive’s Termination to leave the employ of ACNB, ACNB Bank or their subsidiaries or Traditions Bank or work for anyone other than ACNB, ACNB Bank or their subsidiaries or Traditions Bank.

 

(b)          It is expressly understood and agreed that, although Executive and ACNB and ACNB Bank consider the restrictions contained in Section 6 hereof reasonable for the purpose of preserving for ACNB and ACNB Bank and their subsidiaries their goodwill and other proprietary rights, if a final judicial determination is made by a court having jurisdiction that the time or territory or any other restriction contained in Section 6 hereof is an unreasonable or otherwise unenforceable restriction against Executive, the provisions of Section 6 hereof shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such other extent as such court may judicially determine or indicate to be reasonable.

 

 

7.            Severability. If any provision of this Agreement is illegal, invalid or unenforceable or is held to be illegal, invalid or unenforceable, the Executive agrees that such provision shall be fully severable with respect to scope, time and geographic area, and this Agreement and its terms in such lesser scope, time and geographic area shall be construed and enforced as if such unenforceable or invalid provision had never been a part of this Agreement.

 

8.            Confidentiality. The Executive acknowledges that he has had access to trade secrets and other confidential information regarding Traditions Bank, ACNB, ACNB Bank and their businesses that are unique and irreplaceable and that the use of such trade secrets and other confidential information by a competitor, or certain other persons, would cause irreparable harm to ACNB, ACNB Bank and their predecessors and successors. Accordingly, the Executive covenants that he will not disclose or use to the detriment of ACNB, ACNB Bank and their successors any such trade secrets or other confidential information. Confidential information includes any information, whether or not reduced to written or other tangible form, which (i) is not generally known to the public or within the industry; (ii) has been treated by Traditions Bank, ACNB or ACNB Bank as confidential or proprietary; and (iii) is of competitive advantage to Traditions Bank, ACNB, ACNB Bank and their successors. Nothing in this Agreement shall be interpreted or applied to prohibit the making of any good faith report to Traditions Bank's or ACNB's auditors or any regulator, Governmental Agency or other governmental entity, participating in an investigation by any such entity, or disclosure in compliance with a lawful subpoena, except that the entity or entities named by such subpoena must be informed of the subpoena and be provided an opportunity to oppose disclosure pursuant to the subpoena.

 

9.            Non-Disparagement. The Executive covenants that, except to the extent required by law, he will not make to any person or entity any statement, whether written or oral, that directly or indirectly impugns the integrity of, or reflects negatively on TBI, Traditions Bank, ACNB, ACNB Bank or any of their employees, officers or directors, parent, subsidiaries, or affiliates or that denigrates, disparages or results in detriment to any such entities or persons. This section does not prohibit any truthful statement made to any government agency in the context of an official investigation.

 

10.           No Waiver. No waiver by any party of any breach of, or of compliance with, any condition or provision of this Agreement by another party shall be considered a waiver of any other condition or provision or of the same condition or provision at another time.

 

11.          Acknowledgments and Affirmations. The Executive affirms that he has not filed, caused to be filed or presently is a party to any claim against TBI, Traditions Bank, ACNB, ACNB Bank or any of their respective affiliates or subsidiaries.

 

12.          Complete Agreement. Except as provided herein, this Agreement supersedes any and all prior agreements between the Executive and, TBI, Traditions Bank or ACNB and ACNB Bank, whether written or oral, including the Traditions Employment Agreement. This Agreement sets forth the entire understanding of the parties as to the subject matter contained herein and may be amended only in writing by the parties hereto. Notwithstanding the foregoing, the terms of the Supplemental Executive Retirement Plan Agreement, dated May 7, 2021, shall remain in full force and effect.

 

 

13.          Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania (without regard to conflict of laws principles) and any dispute pertaining to or arising out of this Agreement shall be brought only in the state or federal courts located within the Commonwealth of Pennsylvania. Both parties irrevocably consent to the personal jurisdiction of the state and federal courts located within the Commonwealth of Pennsylvania.

 

14.          Survival. The provisions set forth in Sections 6, 7, 8 and 9 shall survive termination of this Agreement for any reason.

 

15.          Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which taken together shall constitute one and the same instrument.

 

16.          Assignment. The Executive represents and warrants that he has not assigned or in any other manner conveyed any right or claim that he has or may have to any third party, and he shall not assign or convey to any assignee for any reason any right or claim covered by this Agreement, or the consideration, monetary or other, to be received by him hereunder. Traditions Bank or ACNB may assign their rights and obligations under this Agreement to any third party at their discretion.

 

17.          Payment in the Event of Executive’s Death. This Agreement shall inure to the benefit of and be enforceable by Executive’s personal or legal representatives, executors, administrators, heirs, distributees, devisees or legatees. If Executive should die after the Effective Time of the Merger and any amounts would be payable to Executive under this Agreement if Executive had continued to live, all such amounts shall be paid in accordance with the terms of this Agreement to Executive’s devisee, legatee, or other designee, or, if there is no such designee, to Executive’s estate.

 

18.          Executive agrees and by this provision does hereby resign from the ACNB and ACNB Bank Boards of Directors when he is employed by or serves as a director of a financial institution within the Non-Competition Area.

 

Signature Page Follows

 

 

IN Witness WHEREOF TBI, Traditions Bank, ACNB, and ACNB Bank and the Executive have signed this Agreement on the date set forth above:

 

ATTEST:		TRADITIONS BANCORP, INC.
/s/ Suzanne M. Becker		By	/s/ John D. Blecher
ATTEST:		TRADITIONS BANK
/s/ Suzanne M. Becker		By	/s/ John D. Blecher
ATTEST:		ACNB CORPORATION
/s/ Kevin J. Hayes		By	/s/ James P. Helt
			James P. Helt
			President and Chief Executive Officer
ATTEST:		ACNB BANK
/s/ Kevin J. Hayes		By	/s/ James P. Helt
			James P. Helt
			President and Chief Executive Officer
WITNESS:		EXECUTIVE
/s/ Suzanne M. Becker		/s/ Eugene J. Draganosky
		Eugene J. Draganosky

 

 

EXHIBIT A

RELEASE

 

I, Eugene J. Draganosky, in consideration for the compensation, benefits and other items of consideration extended to me under the Agreement to which this Release is attached as Exhibit A, on behalf of myself and my heirs, executors, administrators and assigns, hereby release, waive and forever discharge Traditions Bancorp, Inc. (“TBI”), Traditions Bank (“Traditions Bank”), ACNB Corporation (“ACNB”), and ACNB Bank, and their subsidiaries, affiliates, predecessors, successors, parent companies or assigns, and their respective directors, officers, trustees, employees, representatives, attorneys and agents (individually and collectively the “Releasees”) from any and all claims, demands, losses, liabilities, and causes of action of any nature or kind whatsoever related to any past or present duties or responsibilities of any of the Releasees, known or unknown, suspected or unsuspected, which arose or accrued on or before the effective date of this Release, including, but not limited to: claims in tort or contract; breach of fiduciary duty; defamation; emotional distress; wrongful or unlawful discharge; claims for bonuses, severance pay, vacation leave, employee or fringe benefits, or other compensation; and claims based on any state or federal wage, employment or common laws, statutes or amendments thereto, including, but not limited to: (a) age discrimination claims under the Age Discrimination in Employment Act (“ADEA''), 29 U.S.C. § 621 et seq.; as amended by the Older Workers Benefit Protection Act; (b) any race, color, religion, sex or national origin discrimination claims under Title VII of the 1964 Civil Rights Act, 42 U.S.C. § 2000(e) et seq.; (c) any claim under the Americans with Disabilities Act (“ADA”), 42 U.S.C. § 12101 et seq.; (d) claims under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), 29 U.S.C. § 1001 et seq.; (excluding claims for vested benefits); (e) any claim under the National Labor Relations Act (“NLRA”), 29 U.S.C. § 151 et seq.; (f) claims under the Worker Adjustment and Retraining Notification Act (“WARN”), 20 U.S.C. § 2101 et seq.; (g) claims under any state discrimination in employment statute; (h) any claims related to or arising out of my entering into this Agreement; (i) any claims related to or arising out of my former employment with and the termination of my employment and separation from TBI, Traditions Bank or ACNB and ACNB Bank, including but not limited to a claim for wrongful discharge in violation of public policy; or (j) any claims for damages due to personal injury or for compensatory or punitive damages.

 

Notwithstanding any provision of this Release to the contrary, nothing contained herein shall be deemed to modify, waive, release, terminate or amend any right or benefit I may possess under the terms of the Separation and Non-Competition Agreement to which this Release is attached as Exhibit A (the “Agreement”), and I do not waive or release any right that I may have related to (i) vested benefits under any TBI or Traditions Bank Compensation and Benefit Plan other than the Employment Agreement, (ii) any breach of the Agreement, (iii) any claim or right that may arise after I sign this Release, (iv) any accrued but unused vacation leave as of the Termination Date, (v) my rights as a shareholder, depositor or borrower of Traditions Bank or ACNB, or (vi) any right or benefit that cannot be waived as a matter of law.

 

 

I specifically acknowledge and represent that: (a) I have had a reasonable time, that is, up to twenty-one (21) days, within which to consider whether to provide this Release, and that I am free to provide this Release prior to expiration of the twenty-one (21) days if I so desire; (b) the terms of this Release are clear and understandable to me; (c) the compensation and benefits that ACNB and ACNB Bank and TBI and Traditions Bank are providing to me under the Agreement to which this Release is attached exceed the compensation and benefits that I was otherwise entitled to receive as an employee of Traditions Bank or ACNB; (d) I have been advised to consult with an attorney of my choice prior to signing this Release; (e) I have been advised that I have the right to revoke this Release at any time during the seven (7) day period following the date on which I sign the Release; (f) by providing this Release, I give up any right to sue any of the Releasees for any violation of the Age Discrimination in Employment Act, or any other statute, law or common law; and (g) I have the legal capacity to provide this Release and I have signed this Release and the Agreement knowingly and voluntarily.

 

All capitalized terms which are defined in the Agreement and which are not otherwise defined herein shall have the meaning set forth in the Agreement.

 

The Agreement shall not become effective or enforceable until the expiration of the seven (7) day revocation period following the execution of this release.

 

EXECUTIVE

 

/s/ Eugene J. Draganosky
Eugene J. Draganosky
DATED:	1/31/25

 

 

 

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

 

ACNB Corporation announceS Completion

of Traditions BANCORP, inc. Acquisition

 

GETTYSBURG, PA, February 3, 2025 --- 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 3, 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, $2.04 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 3, 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.

 

#      #      #

 

 

ACNB Corporation

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

February 3, 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 #2025-5

February 3, 2025

 

 

v3.25.0.1

Cover	Feb. 01, 2025
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
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

---