Orrstown (NASDAQ: ORRF) director awarded 1,000 restricted shares, boosts holdings

Rhea-AI Filing Summary

Orrstown Financial Services director John W. Giambalvo received 1,000 shares of restricted common stock on January 29, 2026 at a price of $0 per share. This grant increased his directly held restricted stock to 3,500 shares, with 1,000 shares scheduled to vest on May 3, 2027 and additional restricted stock vesting over the next 18 months.

Alongside the restricted shares, he also holds 40,562 shares of Orrstown common stock directly and 5,282 shares indirectly through the Jack Giambalvo Motor Co profit sharing plan for his benefit.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider GIAMBALVO JOHN W

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Orrstown Financial Services, Inc. Common, Restricted Stock	1,000	$0.00	--
holding	Orrstown Financial Services, Inc, Common Stock	--	--	--
holding	Orrstown Financial Services, Inc, Common Stock	--	--	--

Holdings After Transaction: Orrstown Financial Services, Inc. Common, Restricted Stock — 3,500 shares (Direct); Orrstown Financial Services, Inc, Common Stock — 40,562 shares (Direct); Orrstown Financial Services, Inc, Common Stock — 5,282 shares (Indirect, Jack Giambalvo Motor Co profit sharing plan FBO John Giambalvo)

Footnotes (1)

1. Restricted Stock with Vesting Date of May 3, 2027 Restricted stock with various vesting dates over the next 18 months.

Form 4 Insider Transactions: What Each Field Means →

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^*

GIAMBALVO JOHN W

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
01/29/2026

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	01/29/2026		A		1,000(1)	A	$0	3,500(2)	D
Orrstown Financial Services, Inc, Common Stock								40,562	D
Orrstown Financial Services, Inc, Common Stock								5,282	I	Jack Giambalvo Motor Co profit sharing plan FBO John Giambalvo

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 Vesting Date of May 3, 2027

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

Remarks:

	/s/ Casara I Kieffer as P.O.A.	02/02/2026
	** 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 transaction did ORRF director John W. Giambalvo report?

Director John W. Giambalvo reported receiving 1,000 shares of Orrstown Financial Services restricted common stock on January 29, 2026. The grant was priced at $0 per share, indicating an equity compensation award rather than an open-market purchase or sale.

How many ORRF restricted shares does John W. Giambalvo now hold?

After the January 29, 2026 grant, John W. Giambalvo beneficially owns 3,500 shares of Orrstown Financial Services restricted common stock directly. These shares include tranches that vest on May 3, 2027 and additional tranches scheduled to vest over the following 18 months.

When do the newly granted ORRF restricted shares vest?

The reported restricted stock includes 1,000 shares scheduled to vest on May 3, 2027. Additional restricted shares are described as vesting on various dates over the next 18 months, indicating a staggered vesting schedule tied to continued service or other conditions.

What are John W. Giambalvo’s total ORRF common stock holdings?

John W. Giambalvo directly holds 40,562 shares of Orrstown Financial Services common stock, separate from his restricted shares. He also has indirect beneficial ownership of 5,282 common shares through the Jack Giambalvo Motor Co profit sharing plan for his benefit.

Is the ORRF Form 4 transaction a purchase or compensation grant?

The Form 4 lists transaction code “A” for 1,000 Orrstown restricted shares at a price of $0 per share. This code and pricing indicate an equity compensation grant to director John W. Giambalvo rather than a cash purchase in the open market.

How is Giambalvo’s indirect ownership in ORRF shares structured?

Giambalvo’s indirect ownership consists of 5,282 Orrstown common shares held through the Jack Giambalvo Motor Co profit sharing plan for his benefit. This means the shares are owned by the plan entity, but he is treated as having beneficial ownership of those shares.