ORRF EVP and General Counsel logs stock awards and tax dispositions in Form 4

Rhea-AI Filing Summary

Orrstown Financial Services EVP and General Counsel Matthew Dyckman reported equity compensation and related tax transactions in company stock. On February 17, 2026, he received grants of 2,164 shares of Orrstown Financial Services, Inc. common restricted stock and 3,072 restricted stock units, both reported at $0.0000 per share as awards.

To cover tax obligations, he effected tax-withholding dispositions of 403 restricted shares and 1,533 restricted stock units at $37.6400 per share, which are not open-market sales. Following these transactions, he directly held 3,948 restricted shares, 9,542 restricted stock units, and 20,500 shares of common stock, including 15,407 shares owned jointly with 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

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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^*

Dyckman Matthew

(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, General Counsel

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		403	D	$37.64	1,784(1)	D
Orrstown Financial Services, Inc. Common, Restricted Stock	02/17/2026		A		2,164	A	$0	3,948(1)	D
Orrstown Financial Services, Inc., Common, Rest. Stock. Unt.	02/17/2026		F		1,533	D	$37.64	6,470(2)	D
Orrstown Financial Services, Inc., Common, Rest. Stock. Unt.	02/17/2026		A		3,072	A	$0	9,542(2)	D
Orrstown Financial Services, Inc, Common Stock								20,500(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 15,407 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 executive Matthew Dyckman report on February 17, 2026?

Matthew Dyckman reported equity awards and tax-related share dispositions on February 17, 2026. He received grants of restricted stock and restricted stock units, and delivered some shares to cover tax obligations associated with these awards rather than executing open-market purchases or sales.

How many ORRF restricted shares and units were granted to Matthew Dyckman?

Matthew Dyckman was granted 2,164 shares of Orrstown Financial Services common restricted stock and 3,072 restricted stock units. These awards represent equity-based compensation, with the restricted stock and units subject to vesting conditions described as time-based and performance-based in accompanying footnotes.

Were any of Matthew Dyckman’s ORRF transactions open-market sales or purchases?

None of the reported transactions were classified as open-market sales or purchases. The dispositions, coded "F," reflect shares delivered to satisfy tax liabilities on equity awards, while the acquisitions, coded "A," represent grants or awards of restricted stock and restricted stock units from the company.

What is Matthew Dyckman’s ORRF stock ownership after these transactions?

After these transactions, Matthew Dyckman directly held 3,948 shares of restricted stock, 9,542 restricted stock units, and 20,500 shares of Orrstown Financial Services common stock. The filing notes that 15,407 of those common shares are owned jointly with his spouse, reflecting shared ownership.

What vesting terms apply to Matthew Dyckman’s ORRF restricted stock and units?

The filing states that his time-vested restricted stock has various vesting dates over the next three years. It also notes that the restricted stock units vest three years after the award date, based on pre-established company performance criteria that determine the ultimate payout.

How were the tax-withholding dispositions for ORRF shares priced?

The tax-withholding dispositions for both restricted stock and restricted stock units were reported at a price of $37.6400 per share. These transactions reflect the value used when delivering shares back to cover tax obligations, rather than a negotiated price in an open-market trade.