Orrstown (ORRF) EVP awarded restricted stock and RSUs, with shares withheld for taxes

Rhea-AI Filing Summary

Orrstown Financial Services EVP Christopher D. Holt reported equity compensation changes in the form of restricted stock and restricted stock units. On 2026-02-17, he received 2,612 shares of time-vested restricted stock and 4,338 restricted stock units as awards at $0.0000 per share. On the same date, he used 491 restricted shares and 2,180 restricted stock units, valued at $37.6400 per share, to cover tax liabilities through share withholding. Following these transactions, his direct holdings were 20,298 shares of common stock, 4,766 restricted shares, and 11,611 restricted stock units, which include 1,000 common shares owned by his spouse.

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^*

Holt Christopher D

(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, Market President

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		491	D	$37.64	2,154(1)	D
Orrstown Financial Services, Inc. Common, Restricted Stock	02/17/2026		A		2,612	A	$0	4,766(1)	D
Orrstown Financial Services, Inc., Common, Rest. Stock. Unt.	02/17/2026		F		2,180	D	$37.64	7,273(2)	D
Orrstown Financial Services, Inc., Common, Rest. Stock. Unt.	02/17/2026		A		4,338	A	$0	11,611(2)	D
Orrstown Financial Services, Inc, Common Stock								20,298(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. Includes 1,000 shares owned by 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 executive Christopher D. Holt report?

Christopher D. Holt reported equity awards and related tax withholdings. He received restricted stock and restricted stock units, and a portion of those shares was withheld to satisfy tax liabilities, leaving him with increased overall equity holdings in Orrstown Financial Services.

How many Orrstown (ORRF) restricted shares did Holt acquire and at what price?

Holt acquired 2,612 shares of time-vested restricted stock at a stated price of $0.0000 per share. These represent equity awards, not open-market purchases, and will vest over various dates across the next three years according to the company’s compensation terms.

What restricted stock unit (RSU) grants did Holt receive from ORRF?

Holt received 4,338 restricted stock units as an equity award. These RSUs vest three years after the award date based on pre-established company performance criteria, aligning his compensation with Orrstown Financial Services’ longer-term financial and operational performance targets.

How were taxes handled on Holt’s Orrstown (ORRF) equity awards?

Taxes were settled through share withholding transactions. Holt disposed of 491 restricted shares and 2,180 restricted stock units at $37.6400 per share to pay tax liabilities, a common non-cash method that avoids using out-of-pocket funds for the required tax payments.

What are Holt’s Orrstown (ORRF) share holdings after these Form 4 transactions?

After the reported transactions, Holt directly held 20,298 shares of common stock, 4,766 restricted shares, and 11,611 restricted stock units. The common stock total includes 1,000 shares owned by his spouse, which are reflected in his reported beneficial ownership.

Do Holt’s Orrstown (ORRF) holdings include shares owned by his spouse?

Yes. His reported beneficial ownership includes 1,000 shares of Orrstown common stock owned by his spouse. These shares are counted within the 20,298 total common shares reported as directly owned following the transactions disclosed in the Form 4 filing.