Orrstown (ORRF) COO reports stock grants and tax-share withholdings

Rhea-AI Filing Summary

Orrstown Financial Services executive Adam L. Metz, SEVP and Chief Operating Officer, reported equity compensation changes. He received two grants of 4,199 shares each of restricted stock and restricted stock units, while 403 and 1,792 shares were withheld at a price of $37.64 per share to cover tax obligations. Footnotes explain that some awards vest over the next three years and others vest in three years based on company performance, and that his holdings include 15,322 shares owned jointly with his spouse.

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

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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^*

Metz Adam L

(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)
	SEVP, Chief Operating Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/17/2026

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	02/17/2026		F		403	D	$37.64	1,828(1)	D
Orrstown Financial Services, Inc. Common, Restricted Stock	02/17/2026		A		4,199	A	$0	6,027(1)	D
Orrstown Financial Services, Inc., Common, Rest. Stock. Unt.	02/17/2026		F		1,792	D	$37.64	6,175(2)	D
Orrstown Financial Services, Inc., Common, Rest. Stock. Unt.	02/17/2026		A		4,199	A	$0	10,374(2)	D
Orrstown Financial Services, Inc, Common Stock								23,948(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. Restricted stock units vesting three years after the date of the award based on pre-established company performance criteria.

3. Includes 15,322 shares owned jointly with the reporting persons spouse

Remarks:

	/s/ Casara I Kieffer as P.O.A.	02/19/2026
	** 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).
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FAQ

What insider transactions did ORRF executive Adam L. Metz report on February 17, 2026?

Adam L. Metz reported equity compensation activity on February 17, 2026, including grants of restricted stock and restricted stock units, and share dispositions to cover tax liabilities. These are non-derivative transactions involving Orrstown Financial Services common stock and related equity awards.

How many ORRF restricted shares and units were granted to Adam L. Metz?

Adam L. Metz received two separate equity grants of 4,199 shares each. One grant involves time-vested restricted stock, and the other involves restricted stock units that vest after three years, subject to pre-established company performance criteria disclosed in the footnotes.

Why did Adam L. Metz dispose of ORRF shares at $37.64 per share?

He disposed of 403 and 1,792 shares at $37.64 per share as a tax-withholding disposition. The filing describes these as payments of tax liabilities by delivering securities, a common mechanism when restricted stock vests and creates taxable income.

What do the footnotes say about the vesting of Adam L. Metz’s ORRF awards?

Footnotes state that some awards are time-vested restricted stock with various vesting dates over the next three years. Another award consists of restricted stock units vesting three years after the grant date, based on pre-established company performance criteria set by Orrstown Financial Services.

How many ORRF shares does Adam L. Metz hold after these transactions?

After the reported transactions, one line shows 23,948 shares of Orrstown common stock held directly. A footnote further explains that this figure includes 15,322 shares owned jointly with his spouse, reflecting combined direct and joint holdings.

Are Adam L. Metz’s ORRF transactions open-market buys or sells?

No open-market buys or sells are indicated. The filing classifies activity as grant or award acquisitions and tax-withholding dispositions. Codes A and F identify equity grants and shares withheld to satisfy tax obligations, rather than discretionary purchases or sales on the open market.