FAGUE PHILIP E 4

What Happened

• Philip E. Fague, EVP, Trust & Wealth at Orrstown Financial Services (ORRF), received 4,960 shares through awards (restricted stock / RSUs) on 2026-02-17. To satisfy tax obligations, 1,591 shares were surrendered/withheld at $37.64 per share, producing proceeds of $59,885. Net of the withholdings, Fague’s position increased by 3,369 shares (4,960 granted minus 1,591 withheld). The awards have no cash purchase price.

Key Details

• Transaction date: 2026-02-17; Form 4 filed 2026-02-19 (timely).
• Withheld/disposed shares: 300 shares ($11,292) and 1,291 shares ($48,593) — both at $37.64 per share — total $59,885 used to cover tax/exercise obligations (code F).
• Awards granted: 1,776 shares and 3,184 shares (total 4,960) reported as grants/awards (code A) with $0 acquisition price.
• Net change in holdings from these transactions: +3,369 shares.
• Ownership note: filing indicates 40,130 shares are owned jointly with the reporting person’s spouse (footnote F3).
• Footnotes: F1 = time-vested restricted stock with various vesting dates over next three years; F2 = restricted stock units vesting three years after award based on performance criteria.
• Filing timeliness: reported within two days of the transactions (not late).

Context

• These were awards (restricted stock/RSUs) rather than open-market purchases — the grant increases long-term, restricted ownership subject to vesting and (for some RSUs) performance conditions.
• The shares labeled as disposed/withheld were surrendered to cover tax liabilities (a common administrative step), not an open-market sale signaling a change in sentiment.
• For retail investors, awards and tax-withholdings are routine insider events; the meaningful element here is the net grant (+3,369 shares) and that some awards are time- and performance-vested over the next three years.