Holt Christopher D 4

What Happened

Christopher D. Holt, EVP and Market President of Orrstown Financial (ORRF), was granted a total of 6,950 restricted shares (2,612 and 4,338) on 2026-02-17 and simultaneously had 2,671 shares (491 and 2,180) disposed to cover tax/exercise obligations. The withheld shares were recorded at $37.64 each, generating proceeds (or covering liabilities) of $18,481 and $82,055 respectively — $100,536 in total. The awards were reported as grants (code A); the dispositions were reported as payments for exercise price or tax liability (code F).

Key Details

• Transaction date: 2026-02-17; Form 4 filed: 2026-02-19 (timely filing).
• Awards: 2,612 and 4,338 restricted shares granted (price $0 — awards, not purchases).
• Withheld/Disposed: 491 and 2,180 shares at $37.64 to cover tax/exercise liabilities; total $100,536.
• Shares owned after transaction: not specified in the filing. Filing notes include 1,000 shares owned by the reporting person’s spouse.
• Footnotes: F1 = time-vested restricted stock with various vesting dates over the next three years; F2 = RSUs vesting three years after award subject to company performance; F3 = includes 1,000 shares owned by spouse.
• Transaction codes: A = award/grant; F = payment of exercise price or tax liability (withholding).

Context

The filing shows equity awards issued to Holt and routine withholding of shares to cover taxes/exercise obligations — a common administrative step when restricted shares or RSUs vest. These transactions are awards and withholding, not open-market purchases or intentional sales, and therefore are not direct signals of buying or selling intent.