Orrstown (ORRF) EVP reports tax-withholding restricted share disposition

Rhea-AI Filing Summary

Orrstown Financial Services EVP Michael Jaeger reported a tax-related share disposition. On restricted stock, 146 shares were disposed of to cover tax withholding, at a reported price of $37.38 per share, leaving 3,865 restricted shares directly held and 944 common shares directly held. The restricted stock carries various vesting dates over the next three years.

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

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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^*

Jaeger Michael

(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, Chief Experience Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/13/2026

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	02/13/2026		F		146	D	$37.38	3,865(1)	D
Orrstown Financial Services, Inc, Common Stock								944	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. Restricted stock with various vesting dates over the next 3 years.

Remarks:

	/s/ Casara I Kieffer as P.O.A.	02/18/2026
	** 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).
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FAQ

What insider transaction did ORRF executive Michael Jaeger report?

Michael Jaeger reported a tax-withholding disposition of restricted stock. On February 13, 146 shares were used to satisfy tax obligations tied to equity awards, rather than an open-market sale, reflecting standard handling of vested restricted stock.

How many ORRF restricted shares were disposed of for taxes?

A total of 146 restricted shares were disposed of to cover tax liabilities. The transaction used a reported price of $37.38 per share and reflects automatic tax withholding associated with Orrstown Financial Services restricted stock vesting.

How many Orrstown Financial Services restricted shares does Michael Jaeger hold after the transaction?

After the tax-withholding disposition, Michael Jaeger directly holds 3,865 restricted shares. These restricted stock awards have various vesting dates over the next three years, meaning portions will continue to vest according to the company’s equity award schedule.

What is the nature of the restricted stock mentioned in the ORRF Form 4?

The restricted stock consists of shares subject to various vesting dates over the next three years. As these Orrstown Financial Services awards vest, shares may be withheld to cover tax obligations, as reflected in the reported 146-share disposition.

Does the ORRF Form 4 show any open-market buy or sell by Michael Jaeger?

The Form 4 shows a tax-withholding disposition coded as “F,” not an open-market trade. Shares were delivered to satisfy tax liabilities tied to restricted stock vesting, which differs from discretionary buying or selling on the open market.

What are Michael Jaeger’s reported direct common stock holdings in ORRF?

The filing reports that Michael Jaeger directly holds 944 shares of common stock after the reported transactions. This figure is separate from his 3,865 restricted shares and reflects his direct ownership of Orrstown Financial Services common stock.