Orrstown (ORRF) EVP logs stock grants and tax-withholding share disposals

Rhea-AI Filing Summary

Orrstown Financial Services EVP Jeffrey S. Gayman reported a mix of stock awards and tax-related share dispositions in common stock and restricted stock units. On February 17, 2026, he received 1,776 shares of time-vested restricted stock at $0.0000 per share and 2,521 restricted stock units, both described as grants or awards.

To cover tax obligations, he used share-settlement transactions, disposing of 317 shares of restricted stock at $37.64 per share and 1,402 restricted stock units at the same price through tax-withholding dispositions. Following these transactions, his directly held restricted stock and units increased, and his total directly held common stock was 21,287 shares, including 18,997 shares held jointly with his spouse and 10 shares held by his children.

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
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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^*

Gayman Jeffrey S

(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, Mortgage & Retail

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		317	D	$37.64	1,464(1)	D
Orrstown Financial Services, Inc. Common, Restricted Stock	02/17/2026		A		1,776	A	$0	3,240(1)	D
Orrstown Financial Services, Inc., Common, Rest. Stock. Unt.	02/17/2026		F		1,402	D	$37.64	5,038(2)	D
Orrstown Financial Services, Inc., Common, Rest. Stock. Unt.	02/17/2026		A		2,521	A	$0	7,559(2)	D
Orrstown Financial Services, Inc, Common Stock								21,287(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. These shares consist of 18,997 shares held jointly with the reporting persons spouse and 10 shares held by the reporting person's children.

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).
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 insider transactions did ORRF executive Jeffrey S. Gayman report?

Jeffrey S. Gayman reported both awards and tax-related dispositions. He received 1,776 restricted shares and 2,521 restricted stock units, and disposed of 317 shares and 1,402 units to satisfy tax withholding obligations at a price of $37.64 per share.

Were the ORRF insider share disposals open-market sales?

The disclosed ORRF share disposals were tax-withholding transactions. The Form 4 lists them under code F, "payment of tax liability by delivering securities," at $37.64 per share, indicating settlement of tax obligations rather than discretionary open-market selling.

How many Orrstown (ORRF) restricted shares did Gayman receive?

Gayman received 1,776 Orrstown restricted shares as a grant. These are described as time-vested restricted stock with various vesting dates over the next three years, reflecting part of his equity-based compensation package tied to continued service.

What restricted stock units did the ORRF EVP report?

The ORRF EVP was granted 2,521 restricted stock units. According to the footnotes, these units vest three years after the award date and depend on pre-established company performance criteria, aligning the award with longer-term corporate performance.

What are Jeffrey S. Gayman’s total ORRF common share holdings after these transactions?

After the reported transactions, Gayman directly held 21,287 ORRF common shares. Footnotes state this total includes 18,997 shares held jointly with his spouse and 10 shares held by his children, all reported as direct ownership.

How do the ORRF restricted awards for Gayman vest over time?

The ORRF restricted stock and units follow multi-year vesting schedules. Time-vested restricted shares vest over the next three years, while restricted stock units vest three years after the award date, based on pre-established company performance criteria.