Form 4: Orrstown Financial Executive Disposes of Restricted Stock for Tax Obligations

Orrstown Financial Services Inc. EVP and Market President David Todd Hornberger reported the disposition of 2,767 restricted shares to cover tax withholding, valued at $34.55 per share, effective July 28, 2025.

Summary

• David Todd Hornberger, EVP, Market President of Orrstown Financial Services Inc. (ORRF), reported a transaction.
• The transaction involved the disposition of 2,767 shares of Orrstown Financial Services, Inc. Common, Restricted Stock.
• The disposition was made to the issuer to satisfy tax withholding obligations (Transaction Code 'F').
• The price per share for the disposition was $34.55.
• The transaction date is reported as July 28, 2025.
• Following the reported transaction, Mr. Hornberger beneficially owns 2,683 shares of time-vested restricted stock, 27,139 shares of common stock (including 23,239 shares owned jointly with spouse), and 9,355 restricted stock units (performance-based).

Sentiment

Score: 5

Explanation: The filing reports a routine insider transaction related to executive compensation and tax obligations, which is neutral in terms of company performance or strategic direction.

Positives

• The disposition of restricted stock for tax withholding indicates the vesting of equity awards, which is a positive event for the executive.

Negatives

• The transaction represents a reduction in the executive's direct holdings of restricted stock, though it is for a routine tax purpose.

Future Outlook

The filing indicates future vesting dates for time-vested restricted stock over the next three years and for restricted stock units based on pre-established company performance criteria, suggesting ongoing equity compensation plans.

Industry Context

This filing is a routine disclosure of an insider transaction common in the financial services industry, where executive compensation often includes equity awards that vest over time, leading to dispositions for tax purposes.

Stakeholder Impact

• Shareholders: Minor, routine impact as it reflects a standard executive compensation event and tax compliance, not a change in strategic direction or financial health.
• Employees: Reflects the ongoing equity compensation structure for executives.

Next Steps

• Continued vesting of time-vested restricted stock over the next three years.
• Vesting of restricted stock units three years after the award date, contingent on company performance criteria.

Key Dates

Keywords

Orrstown Financial Services, ORRF, Insider Trading, Form 4, Restricted Stock, Executive Compensation, Stock Disposition, Tax Withholding