Metz Adam L 4

What Happened

• Adam L. Metz, Chief Operating Officer of Orrstown Financial Services (ORRF), received compensation awards and had shares surrendered to cover tax liabilities. The filing shows two grants of 4,199 restricted shares each (total 8,398 shares, $0 per share, awards), and two share dispositions to satisfy tax/exercise obligations: 403 shares and 1,792 shares surrendered at $37.64 per share (total dispositions = $15,169 and $67,451; combined ~$82,620).
• The grants are compensation-related (not open-market purchases). The withholdings/dispositions are routine tax/option-related transactions, not discretionary market sales.

Key Details

• Transaction date: February 17, 2026. Form filed February 19, 2026 (timely within standard 2-business-day window).
• Grants: 2 awards of 4,199 shares each (A) at $0.00 per share (restricted stock / RSUs).
• Withholdings/Dispositions: 403 shares and 1,792 shares (F) at $37.64 per share to satisfy tax/exercise obligations; combined proceeds/value surrendered ≈ $82,620.
• Shares owned after transaction: Filing does not list a total post-transaction balance; it notes 15,322 shares are held jointly with the reporting person’s spouse (footnote).
• Footnotes: F1 = time-vested restricted stock with various vesting dates over the next three years; F2 = restricted stock units vesting three years after award based on pre-established performance criteria; F3 = includes 15,322 shares owned jointly with spouse.

Context

• These transactions reflect compensation vesting and associated tax withholding (share surrender), not market purchases or voluntary open-market sales. Awards vest over time and some RSUs are performance-contingent, so final ownership depends on future vesting outcomes. Routine tax withholding on awards is common and does not necessarily indicate insider sentiment.