4/A: Orrstown Financial EVP Gifts Shares, Maintains Holdings

Orrstown Financial Services EVP Philip Fague reported gifting 150 shares of common stock, while maintaining significant beneficial ownership.

Summary

• Philip E. Fague, Executive Vice President of Trust & Wealth at Orrstown Financial Services Inc (ORRF), reported an amendment to a previous insider transaction.
• The transaction involved gifting 150 shares of Orrstown Financial Services, Inc. Common Stock.
• The reported transaction date was August 14, 2025, with the shares valued at $33.81 each.
• Following this transaction, Mr. Fague beneficially owns 44,328 shares of common stock directly, which includes 27,849 shares owned jointly with his spouse.
• He also holds 2,195 shares of time-vested restricted stock, with various vesting dates over the next three years.
• Additionally, Mr. Fague holds 7,661 restricted stock units, which vest three years after the award date based on pre-established company performance criteria.

Sentiment

Score: 5

Explanation: The sentiment is neutral. While a gift represents a disposition, it is a minor amount relative to the executive's total holdings, and significant restricted stock and units indicate continued alignment with company performance.

Positives

• EVP Philip Fague maintains significant beneficial ownership of 44,328 common shares, aligning his interests with shareholders.
• Additional holdings include 2,195 time-vested restricted stock and 7,661 performance-based restricted stock units, indicating long-term commitment and incentive alignment with company performance.

Negatives

• EVP Philip Fague disposed of 150 shares of common stock through a gift, representing a minor reduction in his direct ownership.

Future Outlook

No forward-looking statements or guidance are provided in this insider transaction report.

Industry Context

This filing is an individual insider transaction report and does not provide broader industry context or trends.

Related Party Transactions

• Beneficial ownership includes 27,849 shares owned jointly with the reporting person's spouse.

Stakeholder Impact

• Shareholders: The gift of 150 shares is a minor disposition and is unlikely to have a material impact on the company's share price or overall shareholder value. The executive's continued significant holdings, including performance-based incentives, suggest ongoing alignment with shareholder interests.

Key Dates

Recommendation

This Form 4/A details a minor disposition of shares by an executive through a gift. While it reduces direct ownership, the executive retains substantial holdings, including restricted stock and units tied to future performance, indicating continued alignment with shareholder interests. This single transaction is not significant enough to alter a fundamental investment thesis for the company, warranting a 'hold' recommendation based solely on this filing.

Keywords

Orrstown Financial Services, ORRF, insider transaction, Form 4, executive compensation, stock ownership, Philip Fague