Quinn Thomas R Jr 4

What Happened

• Quinn Thomas R. Jr., President & CEO and a director of Orrstown Financial Services, reported multiple transactions Feb 17–19, 2026. He sold 10,373 shares in the open market on Feb 19 for $37.43 each ($388,261) and made smaller disposals (including 28 shares on Feb 18 at $37.70 and share surrenders on Feb 17 to cover tax withholding: 3,127 shares and 818 shares at $37.64 for $117,700 and $30,790 respectively). Total proceeds from all reported disposals were $537,806. At the same time he was granted two awards totaling 23,885 shares (7,294 and 16,591) reported at $0 (restricted stock/RSUs).

Key Details

• Transaction dates and prices:
  • 2026-02-17: 818 shares surrendered at $37.64 = $30,790 (code F — tax withholding)
  • 2026-02-17: 3,127 shares surrendered at $37.64 = $117,700 (code F — tax withholding)
  • 2026-02-18: sold 28 shares at $37.70 = $1,055 (open market sale)
  • 2026-02-19: sold 10,373 shares at $37.43 = $388,261 (open market sale)
  • 2026-02-17: received 7,294 shares (award, $0)
  • 2026-02-17: received 16,591 shares (award, $0)
• Shares acquired by award total 23,885 (time-vested restricted stock and RSUs); shares disposed total 14,346.
• Filing notes: F1 = time-vested restricted stock with various vesting dates over the next three years; F2 = RSUs vesting three years after award subject to performance; F3 = beneficial ownership includes 86,425 shares owned jointly with spouse.
• The Form 4 was filed Feb 19, 2026 covering transactions Feb 17–19; no late filing is indicated in the report.

Context

• The F-code disposals are tax-withholding share surrenders (common when restricted awards vest) rather than open-market sales of newly purchased shares. The larger sale on Feb 19 was an open-market sale. The awards reported are restricted/time- and performance-based and will vest per the footnoted schedules; they do not represent immediate cash purchases. The filing is factual disclosure of insider activity and does not indicate the insider’s motives.