Franklin Financial EVP/CFO Ups Stake After Cashless Option Exercise

Rhea-AI Filing Summary

Franklin Financial Services Corp. (FRAF) – Form 4 filing, 28 Jul 2025

EVP & CFO Mark R. Hollar exercised 2,927 incentive stock options at an exercise price of $34.10 on 25 Jul 2025 (Code “M”). To fund the cashless exercise and satisfy tax obligations, 2,331 shares were withheld/disposed at the market price of $42.83 (Code “F”).

• Net share change: +596 common shares; direct holdings now total 16,168 shares.
• Derivative position: Option balance reduced to 0 as the 2013 ISO grant was fully exercised (original expiry 22 Feb 2028).

The transactions modestly increase the executive’s equity stake and remove a potential overhang from in-the-money options. Given the small size relative to FRAF’s 4.4 m outstanding shares, market impact is expected to be minimal.

Insights

Financial Analyst

TL;DR – Routine option exercise; negligible dilution, modest insider ownership increase.

The CFO converted 2,927 options that were already in the money, signalling confidence yet largely motivated by approaching maturity. Net of tax withholding, his direct stake rose to 16,168 shares, a +3.8% increase in his holdings but <0.02% of shares outstanding. The 2,331-share withholding offsets most dilution, so EPS impact is immaterial. Insider purchase element can be viewed positively, but sale for taxes tempers signal strength. Overall, an administratively driven, neutral event for investors.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Hollar Mark R

(Last) (First) (Middle)

1500 NITTERHOUSE DRIVE

(Street)

CHAMBERSBURG PA 17201

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
FRANKLIN FINANCIAL SERVICES CORP /PA/ [ FRAF ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP/CFO

3. Date of Earliest Transaction (Month/Day/Year)
07/25/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	07/25/2025		M		2,927(1)	A	$34.1	18,499(2)	D
Common Stock	07/25/2025		F		2,331(1)	D	$42.83	16,168(2)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Incentive Stock Option (Right to Buy)	$34.1	07/25/2025		M			2,927	08/22/2018	02/22/2028	Common Stock	2,927	$0	0	D

Explanation of Responses:

1. Reflects shares withheld by issuer at the market price of $42.83 per share less an exercise price of $34.10 per share to fund the cashless exercise of 2,927 options owned by the reporting person pursuant to the issuer's 2013 Incentive Stock Option Plan.

2. Includes previously reported unvested restricted stock units.

	/s/Amanda M. Ducey by Power of Attorney for Mark R. Hollar	07/28/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did FRAF's CFO do in the latest Form 4?

He exercised 2,927 stock options at $34.10 and had 2,331 shares withheld at $42.83 for taxes, netting +596 shares.

How many Franklin Financial (FRAF) shares does Mark Hollar now own?

After the 25 Jul 2025 transactions, he directly owns 16,168 common shares.

Was the transaction a purchase or a sale?

Both: an option exercise (purchase) followed by withholding (sale) for tax purposes.

Does the filing impact FRAF's share count?

Yes, by a net 596 new shares—an immaterial <0.02 % dilution.

Why were shares sold at $42.83?

They were withheld by the issuer to cover taxes in a cashless exercise arrangement.