[Form 4] Orrstown Financial Services Inc Insider Trading Activity

Rhea-AI Filing Summary

UroGen Pharma Ltd. (URGN) submitted a Form 4 showing that Chief Executive Officer Elizabeth A. Barrett acquired 87,615 performance stock units (PSUs) on 07/28/2025. The PSUs were originally granted on 01/31/2024 and became earned when a company-level milestone was reached. Each PSU entitles the holder to one ordinary share once the units vest on 12/31/2025, contingent upon Barrett’s continued employment. The award carries a $0 exercise price and no shares were sold or otherwise disposed of in the filing.

Post-transaction, the CEO directly holds 87,615 derivative securities representing potential ordinary shares; no changes were reported in her non-derivative share ownership. While the filing signals management’s alignment with performance goals, it also introduces a future dilution overhang equivalent to the underlying shares when they convert.

Positive

• CEO earned 87,615 PSUs after hitting a corporate milestone, demonstrating operational progress and aligning management compensation with performance.

Negative

• The PSUs will add up to 87,615 ordinary shares to the float upon vesting, creating incremental dilution at year-end 2025.

Insights

Securities Analyst

TL;DR: CEO earns 87,615 PSUs; positive alignment, neutral immediate impact, future dilution possible.

The Form 4 confirms that URGN’s CEO satisfied a corporate milestone, triggering the earning of 87.6k PSUs. No cash outlay or share sale occurred, so near-term supply remains unchanged. The units will only convert in late-2025, limiting present dilution but setting a known issuance pipeline. From a valuation standpoint the number equals roughly 0.4% of a 22 million share base, a modest dilution risk. Overall, the disclosure is governance-neutral with a slight positive signal on milestone execution.

Corporate Governance Expert

TL;DR: Performance-based equity aligns CEO incentives, routine for biotech sector.

The PSUs tie payout to objective milestones and time-based vesting, meeting standard pay-for-performance principles. The single-insider filing shows clean structure—no accelerated vesting or re-pricing. Investors should note the attorney-in-fact signature, indicating proper delegation. Risk is limited to eventual dilution, already scheduled and transparent.

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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

FAGUE PHILIP E

(Last) (First) (Middle)

4750 LINDLE ROAD

(Street)

HARRISBURG PA 17111

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ORRSTOWN FINANCIAL SERVICES INC [ ORRF ]

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

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, Trust & Wealth

3. Date of Earliest Transaction (Month/Day/Year)
07/28/2025

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
Orrstown Financial Services, Inc. Common, Restricted Stock	07/28/2025		F		1,676	D	$34.55	2,195(1)	D
Orrstown Financial Services, Inc, Common Stock								44,478(2)	D
Orrstown Financial Services, Inc., Common, Rest. Stock. Unt.								7,661(3)	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

Explanation of Responses:

1. Time-vested restricted stock with various vesting dates over the next three years

2. Includes 27,849 shares owned jointly with the reporting persons spouse

3. Restricted stock units vesting three years after the date of the award based on pre-established company performance criteria.

Remarks:

	/s/ Casara I Kieffer as P.O.A.	07/30/2025
	** 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 UroGen Pharma (URGN) disclose in its latest Form 4?

The filing shows CEO Elizabeth Barrett earned 87,615 performance stock units on 07/28/2025.

How many shares could be issued from the reported PSUs?

If vested, the PSUs will convert into 87,615 ordinary shares on 12/31/2025.

When do the PSUs granted to URGN’s CEO vest?

They require continued service and are scheduled to vest on 12/31/2025.

Was any cash paid for the PSUs in this transaction?

No. The PSUs have a $0 exercise price; they are performance-based equity awards.

Did the Form 4 report any insider sales?

No insider sales were reported; only the earning of PSUs was disclosed.