Orrstown Financial (ORRF) CAO gets 867-share award, 162-share tax trade

Rhea-AI Filing Summary

Orrstown Financial Services Chief Accounting Officer Sean Mulcahy reported routine equity compensation activity involving the company’s common stock. On February 17, 2026, he had 162 shares of restricted stock disposed of at $37.64 per share to cover tax obligations, a non-market transaction labeled as a tax-withholding disposition.

On the same date, Mulcahy received a grant of 867 shares of time-vested restricted stock at $0.00 per share, characterized as a grant or award acquisition. After these changes, his direct holdings in Orrstown stock totaled 5,242 shares, which includes 300 shares owned jointly with his spouse. The newly granted restricted shares carry various vesting dates over the next three years.

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^*

Mulcahy Sean

(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)
	Chief Accounting 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		162	D	$37.64	2,901(1)	D
Orrstown Financial Services, Inc. Common, Restricted Stock	02/17/2026		A		867	A	$0	3,768(1)	D
Orrstown Financial Services, Inc, Common Stock								5,242(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

Explanation of Responses:

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

2. Includes 300 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).
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 Chief Accounting Officer Sean Mulcahy report?

Sean Mulcahy reported two key transactions: a tax-withholding disposition of 162 restricted shares at $37.64 each and a grant of 867 restricted shares at $0.00. Both involved Orrstown Financial Services, Inc. common restricted stock on February 17, 2026.

Did the ORRF insider Form 4 show Sean Mulcahy buying or selling shares on the market?

The filing does not show open-market buying or selling. It reports a tax-withholding disposition of 162 restricted shares and a grant of 867 restricted shares, both classified as non-derivative transactions related to equity compensation rather than market trades.

How many Orrstown Financial (ORRF) shares does Sean Mulcahy hold after these transactions?

After the reported transactions, Sean Mulcahy directly holds 5,242 Orrstown Financial shares. This total includes 3,768 restricted shares following the grant and 300 shares owned jointly with his spouse, as disclosed in the footnotes to the Form 4 filing.

What type of equity award did ORRF grant to Sean Mulcahy on February 17, 2026?

Orrstown Financial granted Sean Mulcahy 867 shares of time-vested restricted common stock at $0.00 per share. The footnotes explain these restricted shares have various vesting dates over the next three years, reflecting a standard long-term incentive compensation structure.

Why were 162 ORRF restricted shares disposed of in Sean Mulcahy’s Form 4?

The 162 restricted shares were disposed of to satisfy tax obligations. The transaction is coded as “F,” meaning payment of a tax liability by delivering securities, and is described as a tax-withholding disposition rather than a voluntary market sale of Orrstown stock.

How does the ORRF Form 4 classify Sean Mulcahy’s ownership of reported shares?

All reported positions are classified as directly owned. The Form 4 lists the ownership type as direct, and a footnote states that the total includes 300 shares owned jointly with his spouse, without disclaiming voting or investment authority over those jointly held shares.