Orrstown Director Reports 288-Share Purchase, 2,500 Restricted Shares

Rhea-AI Filing Summary

Sarah M. Brown, a director of Orrstown Financial Services, purchased 288 shares of Orrstown common stock at $35 per share on 09/03/2025, bringing her total reported beneficial ownership to 9,340 shares. The filing notes that 4,383 of those shares are owned jointly with her spouse. In addition, Ms. Brown holds 2,500 shares of restricted stock that vest over various dates during the next 18 months, indicating some holdings are subject to future vesting schedules.

Insights

Securities Analyst

TL;DR: A director executed a modest open-market purchase; the transaction size appears immaterial to company valuation.

The reported purchase of 288 shares at $35 suggests an insider acquisition consistent with routine director buying rather than a material ownership change. Combined beneficial ownership of 9,340 shares, including 4,383 jointly held, provides transparency on current insider stake. The presence of 2,500 restricted shares with staggered vesting aligns compensation with retention objectives. From a market-impact perspective, the trade size is small and unlikely to affect share liquidity or valuation materially.

Corporate Governance Expert

TL;DR: The filing reflects standard director compensation and a small additional purchase, reinforcing alignment with shareholders without signaling material change.

The mix of open-market purchase and restricted stock grants is typical for directors, combining demonstrated personal investment with company-driven retention incentives. Disclosure that 4,383 shares are jointly held with a spouse clarifies beneficial ownership. The restricted shares vest over 18 months, which supports governance practices that tie pay to tenure. No departures, option exercises, or other governance concerns are disclosed.

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
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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^*

BROWN SARAH M

(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)
09/03/2025

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	09/03/2025		P		288	A	$35	9,340(1)	D
Orrstown Financial Services, Inc., Common, Restricted Stock								2,500(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 4,383 shares owned jointly with the reporting persons spouse

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

Remarks:

	/s/ Casara I Kieffer as P.O.A.	09/04/2025
	** 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 transaction did ORRF director Sarah M. Brown report?

Ms. Brown reported an open-market purchase of 288 shares of Orrstown common stock at $35 per share on 09/03/2025.

How many Orrstown (ORRF) shares does Sarah M. Brown beneficially own after the transaction?

She beneficially owns 9,340 shares following the reported transaction, including 4,383 shares jointly with her spouse.

Does the filing disclose any restricted stock for Sarah M. Brown?

Yes. The filing discloses 2,500 restricted shares with various vesting dates over the next 18 months.

Was the Form 4 filed individually or jointly for ORRF?

The Form 4 was filed by one reporting person, indicating an individual filing for Sarah M. Brown.

Who signed the Form 4 on behalf of the reporting person?

The form was signed by Casara I Kieffer as P.O.A. for the reporting person.