Orrstown EVP receives stock awards, covers taxes

Orrstown Financial Services EVP and Chief Experience Officer Michael Jaeger reported mixed equity compensation activity involving company stock.

Rhea-AI Filing Summary

Orrstown Financial Services EVP and Chief Experience Officer Michael Jaeger reported mixed equity compensation activity involving company stock. On February 17, 2026, he had 399 shares of Orrstown common stock withheld at $37.64 per share in a tax-withholding disposition related to equity awards, rather than an open-market sale.

On the same date, he received a grant of 1,083 shares of restricted common stock and a separate grant of 1,082 restricted stock units at $0.00 per share. Footnotes state the restricted stock vests on various dates over the next 3 years, while the restricted stock units vest three years after the award date based on pre-established company performance criteria.

Following these transactions, Jaeger directly held 4,549 shares of restricted stock, 1,082 restricted stock units, and 1,168 shares of Orrstown common stock.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider Jaeger Michael

Role EVP, Chief Experience Officer

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Orrstown Financial Services, Inc. Common, Restricted Stock	399	$37.64	$15K
Grant/Award	Orrstown Financial Services, Inc. Common, Restricted Stock	1,083	$0.00	$0.00
Grant/Award	Orrstown Financial Services, Inc., Common, Rest. Stock. Unt.	1,082	$0.00	$0.00
holding	Orrstown Financial Services, Inc, Common Stock	--	--	--

Holdings After Transaction: Orrstown Financial Services, Inc. Common, Restricted Stock — 4,549 shares (Direct); Orrstown Financial Services, Inc., Common, Rest. Stock. Unt. — 1,082 shares (Direct); Orrstown Financial Services, Inc, Common Stock — 1,168 shares (Direct)

Footnotes (2)

1. F1. Restricted stock with various vesting dates over the next 3 years.
2. F2. Restricted stock units vesting three years after the date of the award based on pre-established company performance criteria.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transactions did ORRF executive Michael Jaeger report on this Form 4?

Michael Jaeger reported one tax-withholding disposition of 399 Orrstown shares and two equity grants. He received 1,083 restricted shares and 1,082 restricted stock units, all dated February 17, 2026, reflecting routine equity compensation activity rather than open-market buying or selling.

How many Orrstown (ORRF) shares were withheld for Michael Jaeger’s taxes?

The filing shows 399 Orrstown common shares were disposed of at $37.64 per share as a tax-withholding transaction. This code F disposition covered tax obligations tied to equity awards, rather than representing a discretionary open-market stock sale by the executive.

What new equity awards did ORRF grant to EVP Michael Jaeger?

Jaeger received 1,083 shares of restricted Orrstown common stock and 1,082 restricted stock units at $0.00 per share. The restricted stock vests over the next three years, while the units vest three years after grant based on pre-established company performance criteria.

How many Orrstown (ORRF) shares and units does Michael Jaeger hold after these transactions?

After these transactions, Jaeger directly holds 4,549 shares of restricted Orrstown common stock, 1,082 restricted stock units, and 1,168 shares of Orrstown common stock. These totals reflect his updated direct ownership following the tax withholding and new equity grants.

How do the vesting terms work for Michael Jaeger’s new ORRF restricted stock and units?

The restricted stock vests on various dates over the next three years, spreading the shares over multiple vesting events. The restricted stock units vest in a single tranche three years after the award date, contingent on pre-established company performance criteria being met.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 02/19/2026 - 04:08 PM Learn about SEC filing dates

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^*

Jaeger Michael

(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, Chief Experience 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		399	D	$37.64	3,466(1)	D
Orrstown Financial Services, Inc. Common, Restricted Stock	02/17/2026		A		1,083	A	$0	4,549(1)	D
Orrstown Financial Services, Inc., Common, Rest. Stock. Unt.	02/17/2026		A		1,082	A	$0	1,082(2)	D
Orrstown Financial Services, Inc, Common Stock								1,168	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. Restricted stock with various vesting dates over the next 3 years.

2. 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.	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.