Orrstown director receives 1,500 restricted shares

BROWN SARAH M reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

BROWN SARAH M reported acquisition or exercise transactions in this Form 4 filing.

Orrstown Financial Services, Inc. director Sarah M. Brown reported a compensation-related equity grant and updated share holdings. She received 1,500 shares of restricted common stock at a stated price of $0.00 per share, increasing her restricted stock holdings to 2,500 shares, with various vesting dates over the next 18 months.

Separately, the filing reports that Brown holds 12,407 shares of Orrstown common stock directly after the reported transactions. The activity reflects an award of equity and a holdings entry rather than open-market buying or selling.

Insider Trade Summary

Grant/Award: 1,500 shares

Grant/Award 2 txns

Insider BROWN SARAH M

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Orrstown Financial Services, Inc., Common, Restricted Stock	1,500	$0.00	$0.00
holding	Orrstown Financial Services, Inc, Common Stock	--	--	--

Holdings After Transaction: Orrstown Financial Services, Inc., Common, Restricted Stock — 2,500 shares (Direct); Orrstown Financial Services, Inc, Common Stock — 12,407 shares (Direct)

Footnotes (1)

1. F1. Restricted stock with various vesting dates over the next 18 months.

Key Figures

Restricted stock grant: 1,500 shares Restricted shares after grant: 2,500 shares Common shares held: 12,407 shares +2 more

5 metrics

Restricted stock grant 1,500 shares Grant of restricted common stock on 2026-05-05

Restricted shares after grant 2,500 shares Total restricted stock held by Sarah M. Brown after transaction

Common shares held 12,407 shares Direct Orrstown common stock holdings after reported transactions

Grant price $0.00 per share Stated price for the restricted stock award

Vesting period 18 months Restricted stock vests on various dates over the next 18 months

Key Terms

restricted stock, grant, award, or other acquisition, Form 4, beneficial ownership

4 terms

restricted stock financial

"Restricted stock with various vesting dates over the next 18 months."

Shares granted to an individual that carry limits on transfer or sale until certain conditions are met, such as staying with the company for a set time or hitting performance targets. Think of them as a locked gift that gradually opens; for investors they matter because they affect how many shares may enter the market later, signal management incentives and potential dilution, and reveal confidence in future company performance.

grant, award, or other acquisition financial

"transaction_code_description": "Grant, award, or other acquisition""

Form 4 regulatory

"INSIDER FILING DATA (Form 4):"

Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.

beneficial ownership financial

"transactionSummary includes exerciseCount/exerciseShares for derivative exercises ... and beneficial ownership context"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

FAQ

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

What insider transaction did ORRF director Sarah M. Brown report?

Sarah M. Brown reported receiving 1,500 shares of restricted Orrstown Financial Services common stock as a grant. The shares are compensation-related, not an open-market purchase, and form part of her equity-based incentive in the company.

How many restricted ORRF shares does Sarah M. Brown hold after this Form 4?

After the reported grant, Sarah M. Brown holds 2,500 shares of Orrstown Financial Services restricted common stock. These restricted shares are subject to various vesting dates over the next 18 months, aligning her compensation with the company’s long-term performance.

What are Sarah M. Brown’s total direct common stock holdings in ORRF?

The filing shows Sarah M. Brown directly holding 12,407 shares of Orrstown Financial Services common stock after the reported transactions. This figure represents her direct ownership position and does not include separate restricted stock holdings reported in the same Form 4.

Is the ORRF Form 4 transaction an open-market buy or sell?

The Form 4 for Orrstown Financial Services shows a grant of 1,500 restricted shares coded as an award, not an open-market buy or sell. It reflects equity compensation rather than a discretionary market trade by director Sarah M. Brown.

How do the ORRF restricted shares for Sarah M. Brown vest?

According to the footnote, the restricted Orrstown Financial Services shares granted to Sarah M. Brown vest on various dates over the next 18 months. This staggered vesting schedule ties the compensation to continued service and longer-term company performance.

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

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Accepted by SEC EDGAR 05/06/2026 - 04:22 PM EDT 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^*

BROWN SARAH M

(Last) (First) (Middle)

4750 LINDLE ROAD

(Street)

HARRISBURG PENNSYLVANIA 17111

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
ORRSTOWN FINANCIAL SERVICES INC [ ORRF ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/05/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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

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	05/05/2026		A		1,500	A	$0	2,500(1)	D
Orrstown Financial Services, Inc, Common Stock								12,407	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 18 months.

Remarks:

	/s/ Casara I Kieffer as P.O.A.	05/06/2026
	** 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.
* Form 4: SEC 1474 (03-26)