Knisely Heather K. 4

What Happened
Heather Knisely, Chief Human Resources Officer of Orrstown Financial Services, was granted a total of 3,436 shares on 2026-02-17 (1,421 restricted shares and 2,015 restricted stock units) and a portion of her holdings—278 shares—were disposed of the same day to satisfy tax obligations. The 278 shares were sold at $37.64 per share for proceeds of $10,464. The awards were reported at $0 cash price because they are compensation grants (restricted stock/RSUs).

Key Details

• Transaction date: 2026-02-17; Form 4 filed: 2026-02-19 (appears timely).
• Disposition: 278 shares sold at $37.64 each = $10,464 (tax withholding). Transaction code: F (payment of exercise price or tax liability).
• Acquisitions: 1,421 restricted shares (code A) and 2,015 RSUs (code A) shown with $0 cash price (total 3,436 shares granted).
• Shares owned after transaction: not specified in the provided filing.
• Footnotes:
  • F1 — Restricted stock with various vesting dates over the next three years.
  • F2 — Restricted stock units vest three years after award and are tied to pre-established company performance criteria.

Context

• Code A indicates compensation awards (restricted stock/RSUs); these are not open-market purchases and typically reflect pay, not an immediate bullish purchase signal.
• Code F indicates shares were disposed of to cover taxes (a routine withholding/cashless procedure), not an open-market investment sale for trading reasons.
• RSUs will vest in the future and may depend on time and performance conditions, so actual economic ownership and potential future selling opportunity depend on those vesting outcomes.