Form 4: Orrstown Financial EVP Reports Stock Transactions

Orrstown Financial Services EVP, Jeffrey S. Gayman, reported routine acquisitions and dispositions of restricted stock and restricted stock units related to compensation.

Summary

• Jeffrey S. Gayman, EVP, Mortgage & Retail at Orrstown Financial Services Inc. (ORRF), reported transactions involving company stock on February 17, 2026.
• Gayman acquired 1,776 shares of Orrstown Financial Services, Inc. Common, Restricted Stock at a price of $0.
• Concurrently, 317 shares of Orrstown Financial Services, Inc. Common, Restricted Stock were disposed of at $37.64, likely for tax withholding purposes upon vesting.
• Gayman also acquired 2,521 Orrstown Financial Services, Inc., Common, Restricted Stock Units at a price of $0.
• 1,402 Orrstown Financial Services, Inc., Common, Restricted Stock Units were disposed of at $37.64, likely for tax withholding upon vesting.
• Following these transactions, Gayman beneficially owns 3,240 shares of restricted stock and 7,559 restricted stock units directly.
• Additionally, Gayman holds 21,287 shares of common stock directly, which includes 18,997 shares held jointly with a spouse and 10 shares held by children.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral event, representing routine executive compensation and tax-related transactions rather than a significant change in insider sentiment or company fundamentals.

Positives

• Acquisition of 1,776 shares of time-vested restricted stock as part of executive compensation.
• Acquisition of 2,521 restricted stock units, which will vest based on pre-established company performance criteria.

Negatives

• Disposition of 317 shares of restricted stock at $37.64, likely for tax withholding purposes upon vesting.
• Disposition of 1,402 restricted stock units at $37.64, likely for tax withholding purposes upon vesting.

Future Outlook

NA

Industry Context

StockSavvy.ai notes that Form 4 filings are routine disclosures for insiders, reflecting compensation and tax-related transactions rather than discretionary trading. These transactions are common across all industries for executives receiving equity compensation.

Comparison to Industry Standards

• Form 4 filings are standard regulatory disclosures for insider transactions.
• The specific transactions, involving the vesting and tax withholding of restricted stock and restricted stock units, are typical for executive compensation packages in the financial services industry.
• These practices are comparable to those observed at regional banks such as Fulton Financial Corporation (FULT) or Customers Bancorp, Inc. (CUBI), where executives regularly report similar equity-based compensation events.

Stakeholder Impact

• Shareholders: No direct immediate impact beyond routine disclosure. The transactions reflect ongoing executive compensation practices.
• Employees: No direct impact.
• Customers: No direct impact.
• Suppliers: No direct impact.
• Creditors: No direct impact.

Next Steps

• Time-vested restricted stock has various vesting dates over the next three years.
• Restricted stock units will vest three years after the date of the award based on pre-established company performance criteria.

Key Dates

Recommendation

This Form 4 filing details routine executive compensation transactions, specifically the vesting and tax-related disposition of restricted stock and restricted stock units. Such filings do not typically indicate a change in the company's fundamental outlook or strategic direction, nor do they suggest a strong buy or sell signal. Therefore, a 'hold' recommendation is appropriate as this filing provides no new information to alter an existing investment thesis.

Keywords

Orrstown Financial Services, ORRF, Jeffrey S. Gayman, Form 4, Insider Trading, Restricted Stock, Restricted Stock Units, Executive Compensation