Earnings Per Share and Restricted Stock

9 Months Ended

Sep. 30, 2024

The Corporation has a simple capital structure. Basic earnings per share of common stock is calculated as net income available to common shareholders divided by the weighted average number of shares outstanding less unvested restricted stock at the end of the period. Diluted earnings per share is calculated as net income available to common shareholders divided by the weighted average number of shares outstanding.


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Weighted average shares outstanding (basic)	8,507,140		8,517,917		8,500,860		8,518,006
Dilutive effect of unvested shares	38,438		33,628		31,831		26,726
Weighted average shares outstanding (diluted)	8,545,578		8,551,545		8,532,691		8,544,732
Per share:
Basic	$	0.85	$	1.06	$	2.97	$	3.24
Diluted	0.84		1.06		2.96		3.23

There were no antidilutive instruments at September 30, 2024 and 2023.

Stock Incentive Plan

On May 1, 2018, shareholders approved and ratified the ACNB Corporation 2018 Omnibus Stock Incentive Plan, effective as of March 20, 2018, in which awards shall not exceed, in the aggregate, 400,000 shares of common stock, plus any shares that were authorized, but not issued, under the ACNB Corporation 2009 Restricted Stock Plan. The ACNB Corporation 2009 Restricted Stock Plan expired by its own terms after 10 years on February 24, 2019. No further shares may be issued under this plan. The remaining 174,055 shares were transferred to the ACNB Corporation 2018 Omnibus Stock Incentive Plan.

As of September 30, 2024, 138,019 shares were issued under this plan, of which 38,438 were unvested. Plan expense is recognized over the vesting period of the stock issued and resulted in $244 thousand and $265 thousand of compensation expense during the three months ended September 30, 2024 and 2023, respectively. Compensation expense recognized during both the nine months ended September 30, 2024 and 2023 was $1.0 million.

Share Repurchase Plan

On October 24, 2022, the Corporation announced that the Board of Directors approved on October 18, 2022, a plan to repurchase, in open market and privately negotiated transactions, up to 255,575, or approximately 3%, of the outstanding shares

of the Corporation’s common stock. This new common stock repurchase program replaces and supersedes any and all earlier announced repurchase plans. During the three and nine months ended September 30, 2024 the Corporation repurchased 2,642 and 6,842 shares, respectively. There were 67,908 treasury shares purchased under this plan through September 30, 2024.