Hornberger David Todd 4

What Happened

• David Todd Hornberger, EVP and Market President of Orrstown Financial Services, received equity awards and had shares withheld/otherwise disposed to satisfy tax/exercise obligations. On Feb 17, 2026 he was granted 2,170 and 3,365 restricted-share awards (total 5,535 shares; acquisition reported at $0). On the same date 389 and 1,729 shares (total 2,118) were disposed at $37.64 each to cover payment of exercise price or tax liability, totaling $79,722.

Key Details

• Transaction date: 2026-02-17; Form 4 filed 2026-02-19 (filed within the usual 2-business-day window).
• Disposal details: 2,118 shares disposed at $37.64/share = $79,722 (reported as “F” — payment of exercise price or tax liability, i.e., shares withheld/surrendered to cover taxes).
• Acquisition details: 5,535 shares acquired via grants/awards (reported as “A”) at $0 (restricted stock/RSU awards).
• Footnotes: F1 — time-vested restricted stock with vesting dates over the next three years; F2 — RSUs that vest three years after award based on pre-established company performance criteria; F3 — reported holdings include 27,139 shares owned jointly with spouse.
• Shares owned after transaction: Not fully listed in the provided details beyond the F3 note (27,139 joint holdings).

Context

• These transactions are routine equity compensation activity: awards were granted and a portion of shares were withheld/disposed to satisfy tax or exercise obligations (not an open-market sale indicative of a directional bet).
• Awards include time-vested and performance-based RSUs — vesting schedules and performance conditions may delay economic ownership and saleability.