[Form 4] Orrstown Financial Services Inc Insider Trading Activity

Rhea-AI Filing Summary

Orrstown Financial Services (ORRF) President & CEO Thomas R. Quinn Jr. has filed a Form 4 for a 28 Jul 2025 transaction. A Code F line shows 6,598 restricted shares disposed at $34.55 (≈ $228 k) to cover withholding taxes triggered by vesting; this is not an open-market sale.

Post-transaction, Quinn still holds 8,918 time-vested restricted shares, 30,116 performance-based RSUs, and 86,453 common shares (62,621 jointly with his spouse)—roughly 125 k shares in total. No derivative securities were traded or granted. The event is routine and does not materially alter insider alignment with shareholders.

Positive

• CEO retains roughly 125 k shares, continuing a meaningful ownership stake that aligns management interests with shareholders

Negative

• 6,598 shares were surrendered at $34.55, reducing direct holdings, though transaction was tax-related and not discretionary

Insights

Securities Analyst

TL;DR: Routine tax-withholding disposal; CEO retains sizeable stake, neutral for valuation.

The Code F classification indicates the shares were surrendered solely to satisfy payroll-tax obligations on vested awards. At ≈ $228 k, the disposal is <1 % of the CEO’s total holdings and is not an open-market signal. No options were exercised, and aggregate insider ownership remains robust, supporting continued alignment. Market impact should be negligible unless compounded by further sales.

Corporate Governance Expert

TL;DR: Governance-neutral filing; maintains strong insider ownership posture.

Quinn’s ownership after the event still exceeds 2 % of outstanding shares (estimate), well above typical alignment thresholds. Code F disposals are viewed as administrative rather than discretionary, so no governance red flags arise. Investors should monitor future Form 4s for pattern changes, but this single filing is procedurally routine.

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^*

Gayman Jeffrey S

(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, Mortgage & Retail

3. Date of Earliest Transaction (Month/Day/Year)
07/28/2025

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, Restricted Stock	07/28/2025		F		2,807	D	$34.55	2,196(1)	D
Orrstown Financial Services, Inc., Common, Rest. Stock. Unt.								7,742(2)	D
Orrstown Financial Services, Inc, Common Stock								19,010(3)	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. 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.

3. These shares consist of 5,147 shares held jointly with the reporting persons spouse and 10 shares held by the reporting person's children.

Remarks:

	/s/ Casara I Kieffer as P.O.A.	07/30/2025
	** 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

How many ORRF shares did CEO Thomas R. Quinn Jr. dispose of?

He surrendered 6,598 restricted shares on 28 Jul 2025.

What does Code F mean on a Form 4 filing?

Code F signifies shares withheld or delivered solely to pay taxes owed on vested equity, not an open-market sale.

How many Orrstown Financial shares does the CEO own after the transaction?

Quinn still owns about 125 k shares in total: 8,918 restricted, 30,116 RSUs, and 86,453 common shares.

Was any derivative security activity reported?

No; the filing shows no options, warrants, or other derivative transactions.

Is this Form 4 likely to impact ORRF stock price?

Given the routine, tax-related nature and small size relative to holdings, material price impact is unlikely.