[Form 4] Orrstown Financial Services Inc Insider Trading Activity

Rhea-AI Filing Summary

Orrstown Financial Services Inc. (ORRF) – Form 4 filing

Chief Accounting Officer Sean Mulcahy reported a single insider transaction dated 07/01/2025. The transaction was coded "F", indicating shares were withheld to satisfy tax obligations upon the vesting of equity awards.

• Shares withheld: 358 common shares at an implied price of $31.83.
• Post-transaction ownership: 4,954 common shares held directly plus 3,351 time-vested restricted shares that vest over the next three years.

There were no open-market purchases, sales, or derivative transactions disclosed. Given the small size of the withholding (≈0.003% of ORRF’s ~11 million share float) and its routine nature, the filing is unlikely to have a material impact on the company’s valuation or trading dynamics.

Insights

SEC Compliance Analyst

TL;DR: Routine tax-withholding transaction; minimal signalling value for investors.

Form 4 shows a Code F transaction, which is administrative rather than discretionary. Such withholdings do not reflect the insider’s sentiment toward ORRF’s prospects. Post-transaction ownership remains substantial, and no derivatives were exercised or created. Materiality is negligible, and no compliance issues are apparent.

Portfolio Manager

TL;DR: Insignificant share movement; maintain neutral view on ORRF.

The 358-share withholding is immaterial versus daily volume and float. Combined ownership of ~8,300 shares signals continued alignment, but the event offers no incremental insight into fundamentals or forward earnings. I classify the filing as routine and non-impactful for portfolio positioning.

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^*

Mulcahy Sean

(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)
	Chief Accounting Officer

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2025

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	07/01/2025		F		358	D	$31.83	4,954(1)	D
Orrstown Financial Services, Inc. Common, Restricted Stock								3,351(2)	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 300 shares owned jointly with the reporting persons spouse

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

Remarks:

	/s/ Casara I Kieffer as P.O.A.	07/03/2025
	** 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.
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 did Orrstown Financial’s CAO report in the latest Form 4?

Sean Mulcahy reported a Code F withholding of 358 ORRF common shares on 07/01/2025 to cover taxes on vested equity.

How many ORRF shares does Sean Mulcahy own after the transaction?

He directly owns 4,954 common shares and 3,351 restricted shares that vest over the next three years.

Was the transaction an open-market sale or purchase?

No. Code F denotes tax withholding; no open-market activity occurred.

Does this Form 4 filing indicate insider bullish or bearish sentiment?

Likely neither. Tax-withholding entries are administrative and do not convey investment intent.

Is the share amount disposed material to ORRF’s float?

No. 358 shares represent roughly 0.003% of Orrstown’s ~11 million share float.