Form 4: ORRF EVP Acquires Restricted Stock and Units

Orrstown Financial Services' EVP and Chief Risk Officer, Robert G. Coradi, acquired 6,021 restricted shares and units, increasing his beneficial ownership.

Summary

• Robert G. Coradi, EVP and Chief Risk Officer of Orrstown Financial Services Inc. (ORRF), acquired 2,214 shares of restricted common stock on February 17, 2026.
• He also acquired 3,807 restricted stock units (RSUs) on February 17, 2026.
• Both the restricted stock and restricted stock units were acquired at a price of $0, indicating they are part of an equity compensation award.
• The 2,214 restricted stock shares have various vesting dates over the next three years.
• The 3,807 restricted stock units will vest three years after the award date, contingent on pre-established company performance criteria.
• Following these transactions, Mr. Coradi beneficially owns 6,654 shares of restricted stock, 10,461 restricted stock units, and 57,945 shares of common stock, totaling 75,060 shares.
• The common stock ownership includes 18,167 shares owned jointly with his spouse.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a moderately positive signal, indicating management's continued alignment with shareholder interests through equity compensation, though it's a routine compensation event rather than a discretionary open-market purchase.

Positives

• The acquisition of restricted stock and units by a key executive aligns management's long-term interests with those of shareholders.
• Equity compensation awards are a standard practice to incentivize executives for sustained company performance.

Future Outlook

The restricted stock and units are subject to vesting over the next three years, with the restricted stock units vesting based on pre-established company performance criteria, linking future compensation to company performance.

Industry Context

StockSavvy.ai notes that executive compensation often includes restricted stock and restricted stock units to align management incentives with long-term shareholder value, a common practice in the financial services industry to foster retention and performance.

Comparison to Industry Standards

• StockSavvy.ai notes that grants of restricted stock and units are standard components of executive compensation packages across the banking sector, similar to practices at regional banks like Fulton Financial Corp (FULT) or Wesbanco, Inc. (WSBC), aiming to foster long-term commitment and performance.

Stakeholder Impact

• Shareholders: Executive equity ownership aligns management's financial interests with shareholder value creation over the long term.
• Employees: The compensation structure for executives can influence broader compensation philosophies within the company.

Next Steps

• Vesting of 2,214 restricted stock shares over the next 3 years.
• Vesting of 3,807 restricted stock units three years after the award date, contingent on pre-established company performance criteria.

Key Dates

Recommendation

The acquisition of restricted stock and units by a key executive is a standard compensation event that aligns management's long-term interests with shareholders. While positive, it does not fundamentally alter the company's financial outlook or warrant a change in investment thesis based solely on this filing. It reinforces a 'hold' position for investors already in the stock.

Keywords

Orrstown Financial Services, ORRF, Restricted Stock, Restricted Stock Units, Executive Compensation, Insider Ownership, Form 4, Financial Services