[Form 4] Orrstown Financial Services Inc Insider Trading Activity

Rhea-AI Filing Summary

Philip E. Fague, Executive Vice President, Trust & Wealth at Orrstown Financial Services Inc (ORRF), reported a non-derivative sale on Form 4. On 08/14/2025 he disposed of 150 shares of Orrstown common stock at $33.81 per share. After the reported transaction he beneficially owns 42,004 shares directly, which includes 27,849 shares owned jointly with his spouse.

The filing also discloses equity awards still outstanding: 7,661 restricted stock units that vest three years after grant based on company performance criteria, and 6,195 time-vested restricted shares with various vesting dates over the next three years. The Form 4 was signed by a power of attorney on 08/18/2025.

Insights

Securities Analyst

TL;DR Insider sold a small number of shares; significant remaining direct holdings and outstanding performance- and time-based equity remain.

The reported sale of 150 shares at $33.81 is a minor disposition relative to the reporting person’s total direct beneficial ownership of 42,004 shares. The disclosure of 7,661 performance-based RSUs and 6,195 time-vested restricted shares is material to understanding future potential dilution and alignment with shareholder interests. Filing appears timely and follows Section 16 reporting requirements.

Corporate Governance Expert

TL;DR Transaction is routine and documented; outstanding equity awards tie executive compensation to future performance and retention.

The presence of performance-vesting RSUs and staggered time-vested restricted stock indicates incentives structured for multi-year retention and performance. The joint ownership disclosure clarifies ownership structure. There are no derivative transactions or exercises reported. The filing was signed by a P.O.A., which is standard when the reporting person delegates execution.

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^*

FAGUE PHILIP E

(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, Trust & Wealth

3. Date of Earliest Transaction (Month/Day/Year)
08/14/2025

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 Stock	08/14/2025		G		150	D	$33.81	42,004(1)	D
Orrstown Financial Services, Inc., Common, Rest. Stock. Unt.								7,661(2)	D
Orrstown Financial Services, Inc. Common, Restricted Stock								6,195(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. Includes 27,849 shares owned jointly with the reporting persons spouse

2. Restricted stock units vesting three years after the date of the award based on pre-established company performance criteria.

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

Remarks:

	/s/ Casara I Kieffer as P.O.A.	08/18/2025
	** 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.
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