Orrstown Financial Executive Amy Doll Executes Stock Options and Sells Shares in July Trading Activity

Executive Stock Option Exercise Activity in Late July

Amy Doll completed the exercise of three separate stock option grants on July 24, 2026, according to the disclosure filed with the Securities and Exchange Commission. The first option exercise involved 3,134 shares at a strike price of $21.23 per share, with an expiration date of November 15, 2026. The second tranche consisted of 2,309 shares at a strike price of $25.99 per share, exercisable until December 11, 2028. The third option exercise covered 1,998 shares at a strike price of $29.92 per share, with expiration on December 12, 2027.

These option exercises were executed on a cashless basis, a common practice in which a portion of the exercised shares were withheld to cover the exercise price and associated taxes. The aggregate number of shares obtained through these three option exercises totaled 7,441 shares. All three options were originally dated July 1, 2024, indicating they were granted approximately one year prior to their exercise. The varying strike prices and expiration dates suggest these represented distinct compensation awards granted at different valuation points or under different equity incentive arrangements.

Share Sale Following Option Exercise

Three days after exercising the stock options, on July 27, 2026, Doll sold 3,002 shares of Orrstown Financial common stock at a price of $41.61 per share. This sale occurred in the open market and reduced her direct beneficial ownership of common stock. The sale price of $41.61 represented a significant premium to the strike prices at which the options had been exercised just three days prior, reflecting the timing dynamics of option exercise and sale transactions typical among corporate insiders.

The sale reduced Doll's direct ownership of Orrstown Financial common stock to 25,669 shares following the transaction. This level of shareholding, combined with her restricted stock and restricted stock unit positions, maintains a substantial equity stake in the company. The disclosure filing does not indicate whether this sale was part of a pre-planned trading arrangement or represented a discretionary market transaction in response to market conditions at that time.

Current Beneficial Ownership Position

Following the completion of the July transactions, Amy Doll's beneficial ownership of Orrstown Financial securities includes multiple categories of equity holdings. Her direct ownership of common stock stands at 25,669 shares following the July 27 sale. In addition to these unrestricted shares, Doll holds 4,356 shares of restricted stock with various vesting dates extending over the next three years, demonstrating ongoing equity compensation tied to continued service.

The disclosure also identifies 5,260 restricted stock units in Doll's beneficial ownership. According to the filing, these restricted stock units vest three years after the date of award and are contingent upon pre-established company performance criteria being satisfied. This combination of common stock, restricted stock, and performance-based restricted stock units reflects a multi-tiered equity compensation structure typical of executive positions at publicly-traded financial institutions. The total beneficial ownership position across all categories underscores Doll's material stake in the company's long-term financial performance.

Timing and Execution Method of Transactions

All transactions disclosed in this filing occurred within a four-day window from July 24 to July 27, 2026. The clustering of option exercises on a single date followed by a share sale three days later represents a common pattern of insider equity management. The use of cashless exercise for the stock options suggests that Doll did not fund the exercise from personal resources but rather elected to have shares withheld from the exercise proceeds to satisfy the exercise price and tax obligations.

The transaction codes used in the filing indicate that the option exercises were coded as mergers or acquisitions under SEC transaction coding rules, while the share sale was properly coded as a sale transaction. The filing was executed on July 28, 2026, one business day after the final transaction, meeting the SEC's requirement that Form 4 filings be submitted within two business days of the transaction. All transactions were recorded as direct beneficial ownership rather than indirect ownership, indicating that Doll held the securities in her personal capacity.

Strike Prices and Valuation Context

The three stock options exercised on July 24 carried strike prices that ranged from $21.23 to $29.92 per share. These strike prices represent the fair market value of Orrstown Financial common stock at the respective grant dates in July 2024. The fact that the share sale price on July 27, 2026 was $41.61 per share indicates that the stock appreciated substantially between the grant date and the exercise and sale dates, generating meaningful economic value for the executive upon exercise.

The gap between the highest strike price of $29.92 and the sale price of $41.61 represents approximately a 39 percent appreciation over the two-year period from grant to sale. This appreciation reflects either company-specific performance improvement or broader market appreciation in the financial services sector during that timeframe. The disclosure does not provide guidance on management's view of current valuation or future prospects, limiting analysis to the objective transaction prices recorded in the filing.

Restricted Stock and Performance-Based Compensation

The restricted stock holdings disclosed in the filing consist of 4,356 shares with staggered vesting dates over a three-year period. This form of equity compensation ties a portion of executive compensation to continued service and organizational stability. Restricted stock awards are commonly used by financial institutions to retain key executives and align their interests with long-term shareholder value. The multi-year vesting schedule means that Doll will forfeit any unvested restricted shares if her employment terminates before the vesting dates are satisfied.

The restricted stock units represent an additional layer of performance-based incentive compensation. The 5,260 units disclosed in the filing vest three years after grant and are conditioned upon pre-established company performance criteria. The filing does not specify what performance metrics govern the vesting of these units, though typical criteria for financial institutions include return on equity, earnings per share growth, or capital adequacy ratios. The use of performance-based vesting links executive compensation to measurable business outcomes and shareholder value creation.

Officer Role and Section 16 Reporting Requirements

Amy Doll's position as Executive Vice President and Chief Administrative Officer places her within the category of officers required to file insider trading disclosures under Section 16(a) of the Securities Exchange Act of 1934. Officers, directors, and beneficial owners of more than 10 percent of a company's equity securities must report changes in beneficial ownership within two business days of the transaction. The filing confirms that Doll is subject to these reporting obligations and is not exempt from Section 16 disclosure requirements.

The Chief Administrative Officer role typically encompasses responsibility for corporate governance, legal compliance, human resources, and administrative operations. This executive position places Doll among the senior management team at Orrstown Financial and suggests involvement in strategic and operational decisions at the company level. The frequency and scale of her equity compensation, as reflected in the combination of stock options, restricted stock, and restricted stock units, indicates that the company considers her role sufficiently important to justify material equity incentives aligned with long-term shareholder interests.

SEC Disclosure and Investor Transparency

The filing was executed on behalf of Amy Doll by Casara I Kieffer, identified in the document as holding power of attorney for this purpose. This arrangement is common among corporate executives who delegate the administrative filing of Form 4 documents to qualified professionals or administrative staff. The use of a power of attorney does not diminish the accuracy or legal effect of the disclosure; Doll remains responsible for the truthfulness and completeness of the information reported. The document includes the standard SEC reminder that intentional misstatements or omissions of facts constitute federal criminal violations.

Form 4 filings are publicly available through the SEC's EDGAR database and provide investors with contemporaneous information about insider transactions. This transparency requirement exists to help market participants assess the trading activities and confidence levels of company insiders. By filing these disclosures within the required timeframe, Orrstown Financial and its officers comply with federal securities laws designed to promote fair and orderly capital markets. Investors monitoring insider transaction activity may use this information as one factor among many in evaluating the company and forming investment decisions.

Investor Considerations Regarding Insider Activity

Insider transactions can provide useful context for investors evaluating a company's equity value and management's confidence in future prospects. However, a single transaction or series of transactions by one executive should not be interpreted as definitive market signals. Executives sell shares for numerous reasons including portfolio diversification, personal financial needs, tax planning, and liquidity management—not solely based on near-term company outlook. Conversely, option exercise and share retention could reflect confidence in long-term value, but may equally reflect compensation program mechanics and vesting schedules.

The immediate share price impact was not clear from available public information. The filing does not disclose the market price of Orrstown Financial stock on July 24 or July 27, 2026, beyond the transaction prices at which these specific trades occurred. Investors evaluating this transaction activity should consider it within the context of overall company performance, financial condition, competitive positioning, and broader market dynamics. The disclosure itself provides factual information about transactions that occurred but does not constitute analysis, recommendation, or guidance regarding future share price movement or investment merit.