Gayman Jeffrey S 4

What Happened

• Jeffrey S. Gayman, EVP, Mortgage & Retail at Orrstown Financial (ORRF), received a total of 4,297 shares as awards on 2026-02-17 (two grants: 1,776 and 2,521 shares). To cover tax/exercise obligations, 1,719 shares were surrendered/withheld (317 and 1,402 shares) at $37.64 per share, generating cash of $11,932 and $52,771 respectively (combined ~$64,703). Net new shares delivered to Gayman after withholding = 2,578 shares.
• These transactions are award/grant accruals and tax-withholding disposals (not open-market sales or purchases).

Key Details

• Transaction date: 2026-02-17; Form 4 filed 2026-02-19.
• Awarded: 1,776 shares (grant A) and 2,521 shares (grant A) — total 4,297 shares (no cash paid for awards).
• Withheld/disposed for taxes/exercise (code F): 317 shares ($11,932) and 1,402 shares ($52,771) at $37.64 each; total cash withheld ≈ $64,703.
• Net shares received after withholding: 2,578.
• Shares owned after transaction: filing does not state a full post-transaction total; footnote indicates beneficial holdings include 18,997 shares held jointly with spouse and 10 shares held by the reporting person’s children (see footnote F3).
• Noted footnotes: F1 = time-vested restricted stock with various vesting dates over next three years; F2 = restricted stock units vesting in three years subject to company performance criteria; F3 = beneficial ownership breakdown (spouse/children).
• Filing timeliness: Form filed two days after the transaction date; no late-file flag indicated in the provided data.

Context

• These awards are compensation (restricted stock and restricted stock units) with vesting schedules and performance conditions — routine for executives and not the same signal as an open-market purchase or sale.
• The withheld shares reflect standard tax/withholding mechanics (code F), not discretionary sales intended as liquidity or market bets.
• For retail investors: awards increase the insider’s stake subject to vesting conditions; routine withholdings to satisfy tax obligations are common and typically do not imply a change in sentiment.