Form 4: Orrstown Financial CRO Disposes of Shares for Tax Withholding

Orrstown Financial Services' EVP, Chief Revenue Officer, Zachary Khuri, disposed of 2,633 restricted shares on July 28, 2025, to cover tax obligations at a price of $34.55 per share.

Summary

• Zachary Moses Khuri, EVP, Chief Revenue Officer of Orrstown Financial Services Inc. (ORRF), reported a transaction on July 28, 2025.
• The transaction involved the disposal of 2,633 shares of Orrstown Financial Services, Inc. Common, Restricted Stock.
• The shares were disposed of at a price of $34.55 per share.
• The transaction code 'F' indicates the shares were withheld to cover tax liabilities upon the vesting of restricted stock.
• Following this transaction, Mr. Khuri beneficially owns 2,504 shares of time-vested restricted stock, 8,732 restricted stock units (vesting based on performance criteria), and 18,423 shares of common stock directly.

Sentiment

Score: 5

Explanation: The filing reports a routine, non-discretionary transaction related to executive compensation (tax withholding on restricted stock vesting). It does not indicate any fundamental change in the company's operations or outlook, thus it is neutral in sentiment.

Positives

• The disposal of shares was for tax withholding purposes, indicating the vesting of executive compensation, which is a positive for the executive.
• The executive retains significant beneficial ownership in the company, including common stock, time-vested restricted stock, and performance-based restricted stock units.

Negatives

• The executive's direct beneficial ownership of restricted stock decreased by 2,633 shares due to tax withholding.

Risks

• No specific risks are directly mentioned in this Form 4 filing beyond the inherent market risks associated with holding equity securities.

Future Outlook

This Form 4 filing does not contain any forward-looking statements or guidance regarding the company's future performance or strategic outlook. It solely reports an insider transaction.

Industry Context

This is a routine insider transaction filing for a financial services company, reflecting standard executive compensation practices involving restricted stock vesting and subsequent tax withholding. Such filings are common across all industries for publicly traded companies.

Comparison to Industry Standards

• The disposal of shares for tax withholding upon vesting of restricted stock is a standard practice for executive compensation across publicly traded companies, including those in the financial services sector.
• The reporting timeline of two business days between the transaction date (July 28, 2025) and the filing date (July 30, 2025) adheres to SEC requirements for Form 4 filings.

Stakeholder Impact

• Shareholders: Minimal direct impact as this is a routine, non-discretionary transaction related to executive compensation, not a discretionary sale.
• Employees: No direct impact mentioned.
• Customers: No direct impact mentioned.
• Suppliers: No direct impact mentioned.
• Creditors: No direct impact mentioned.

Next Steps

• The remaining time-vested restricted stock (2,504 shares) will vest over the next three years.
• The remaining restricted stock units (8,732 units) will vest three years after the award date, based on pre-established company performance criteria.

Key Dates

Recommendation

The filing details a routine tax-related disposal of shares by an executive following a vesting event, which is a common and non-discretionary transaction. It does not indicate any change in the company's fundamentals or strategic direction, thus a 'hold' recommendation is appropriate.

Keywords

Orrstown Financial Services, ORRF, Form 4, insider transaction, executive compensation, restricted stock, tax withholding, beneficial ownership