Orrstown Insider Amendment: 150-Share Sale, 44,328 Shares Held

Rhea-AI Filing Summary

Philip E. Fague, EVP, Trust & Wealth at Orrstown Financial Services, filed an amended Form 4 reporting a sale and current holdings. The earliest transaction date is 08/14/2025 and the amendment shows a disposition of 150 shares of Orrstown common stock at $33.81 each, leaving 44,328 shares beneficially owned directly. The filing discloses 2,195 time-vested restricted shares with various vesting dates over the next three years and 7,661 restricted stock units that vest three years after award based on pre-established company performance criteria. The form is signed by Casara I Kieffer as P.O.A. on 09/03/2025. The filing identifies that 27,849 of the reported shares are jointly owned with the reporting person’s spouse.

Positive

• Amended disclosure filed clarifying insider transaction and holdings
• Detailed vesting information provided for restricted shares and restricted stock units
• Signature by P.O.A. indicates formal execution and procedural compliance

Negative

• Disposition of 150 shares at $33.81 reduced direct holdings to 44,328 shares

Insights

Financial Analyst

TL;DR: Small insider sale and clear disclosure; not materially impactful to company valuation.

The amended Form 4 reports a modest disposition of 150 shares at $33.81, reducing direct beneficial ownership to 44,328 shares. The filing also clarifies the composition of holdings, including 2,195 time-vested restricted shares and 7,661 performance-based restricted stock units. Joint ownership totals 27,849 shares with the reporting person’s spouse. These details improve transparency for shareholders but the size of the sale is immaterial relative to the total position and the company’s market capitalization is not provided in this filing.

Corporate Governance Expert

TL;DR: Disclosure is compliant and specific; amendment and P.O.A. signature reinforce governance controls.

The document is an amended Form 4 clarifying an earlier filing and is executed by a power of attorney, which reflects procedural adherence. It itemizes direct holdings and restricted awards with vesting conditions, aiding transparency about potential future dilution or insider alignment. No indication of unusual trading patterns or material governance concerns is present within the disclosed facts.

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)
08/14/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)
08/18/2025

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 Stock	08/14/2025		G		150	D	$33.81	44,328(1)	D
Orrstown Financial Services, Inc. Common, Restricted Stock								2,195(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. Includes 27,849 shares owned jointly with the reporting persons spouse

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

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.	09/03/2025
	** 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 transaction did Philip E. Fague report on the ORRF Form 4/A?

The filing reports a disposition of 150 shares of Orrstown common stock on 08/14/2025 at a price of $33.81 per share.

How many shares does Philip E. Fague beneficially own after the reported transaction?

The Form 4/A reports 44,328 shares beneficially owned directly following the reported transaction.

What restricted equity does the Form 4/A disclose for ORRF insider Philip E. Fague?

The filing discloses 2,195 time-vested restricted shares with various vesting dates and 7,661 restricted stock units vesting three years after award subject to performance criteria.

Are any of Philip E. Fague’s shares jointly owned?

Yes. The filing states that 27,849 shares are owned jointly with the reporting person’s spouse.

Who signed the amended Form 4 and when?

The Form 4/A is signed by Casara I Kieffer as P.O.A. on 09/03/2025.