Orrstown (NASDAQ: ORRF) EVP gets stock awards, withholds shares

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Orrstown Financial Services EVP and Chief Credit Officer David Chajkowski reported equity compensation changes. He received a grant of 1,702 shares of Orrstown Financial Services, Inc. common restricted stock and 2,672 restricted stock units, both awarded at a stated price of $0.00 per share.

To cover tax obligations tied to these awards, 274 shares of restricted stock were disposed of at $37.64 per share through a tax-withholding transaction rather than an open‑market sale. After these movements, he directly holds 3,029 restricted shares, 4,661 restricted stock units, and 11,032 shares of common stock, with the awards vesting over time based on service and performance criteria.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider Chajkowski David

Role EVP, Chief Credit Officer

Type	Security	Shares	Price	Value
Tax Withholding	Orrstown Financial Services, Inc. Common, Restricted Stock	274	$37.64	$10K
Grant/Award	Orrstown Financial Services, Inc. Common, Restricted Stock	1,702	$0.00	--
Grant/Award	Orrstown Financial Services, Inc., Common, Rest. Stock. Unt.	2,672	$0.00	--
holding	Orrstown Financial Services, Inc, Common Stock	--	--	--

Holdings After Transaction: Orrstown Financial Services, Inc. Common, Restricted Stock — 1,327 shares (Direct); Orrstown Financial Services, Inc., Common, Rest. Stock. Unt. — 4,661 shares (Direct); Orrstown Financial Services, Inc, Common Stock — 11,032 shares (Direct)

Footnotes (1)

Time-vested restricted stock with various vesting dates over the next three years Restricted stock units vesting three years after the date of the award based on pre-established company performance criteria.

Form 4 Insider Transactions: What Each Field Means →

02/19/2026 - 04:09 PM

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^*

Chajkowski David

(Last)

(First)

(Middle)

4750 LINDLE ROAD

(Street)

HARRISBURG

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, Chief Credit Officer

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Orrstown Financial Services, Inc. Common, Restricted Stock	02/17/2026		F		274	D	$37.64	1,327⁽¹⁾	D
Orrstown Financial Services, Inc. Common, Restricted Stock	02/17/2026		A		1,702	A	$0	3,029⁽¹⁾	D
Orrstown Financial Services, Inc., Common, Rest. Stock. Unt.	02/17/2026		A		2,672	A	$0	4,661⁽²⁾	D
Orrstown Financial Services, Inc, Common Stock								11,032	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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.

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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did ORRF executive David Chajkowski report?

David Chajkowski reported new equity awards and a tax-related share disposition. He received 1,702 restricted shares and 2,672 restricted stock units at $0.00 per share, while 274 restricted shares were withheld at $37.64 per share to satisfy tax obligations tied to these grants.

How many Orrstown Financial (ORRF) restricted shares were granted to the EVP?

David Chajkowski was granted 1,702 shares of Orrstown Financial Services, Inc. common restricted stock. These time-vested awards carry various vesting dates over the next three years, aligning continued service with stock-based compensation for the company’s Executive Vice President and Chief Credit Officer.

What restricted stock units did ORRF grant to its Chief Credit Officer?

Orrstown Financial Services granted David Chajkowski 2,672 restricted stock units. These units vest three years after the award date and depend on pre-established company performance criteria, tying a portion of the executive’s future compensation directly to achieving specific performance outcomes over that period.

Why were 274 ORRF shares disposed of in Chajkowski’s Form 4 filing?

The 274 shares were disposed of to satisfy tax liabilities associated with equity awards. This tax-withholding disposition, executed at $37.64 per share, reflects payment of tax obligations by delivering shares rather than an open-market sale initiated for discretionary portfolio reasons.

What is David Chajkowski’s ORRF stock ownership after these transactions?

Following the reported transactions, David Chajkowski directly holds 3,029 shares of restricted stock, 4,661 restricted stock units, and 11,032 shares of Orrstown Financial Services, Inc. common stock. These holdings combine current ownership with awards that vest over time based on service and performance.

How do the ORRF restricted awards for Chajkowski vest over time?

Chajkowski’s restricted stock is time-vested with various vesting dates over the next three years. His restricted stock units vest three years after the award date, contingent on pre-established company performance criteria, aligning long-term executive incentives with Orrstown Financial Services’ performance results.