Orrstown (ORRF) EVP Hocker logs tax-withholding stock disposition on Form 4

Rhea-AI Filing Summary

Orrstown Financial Services EVP Joshua D. Hocker reported a tax-related share disposition. On this Form 4, he disposed of 90 shares of Orrstown Financial Services, Inc. common restricted stock at $38.08 per share through a tax-withholding disposition, which is used to satisfy tax liabilities on equity awards rather than as an open-market sale.

After this transaction, his directly held restricted common stock position in this award category was 1,871 shares. Additional entries show direct holdings of 3,219 shares of common stock and 1,384 restricted stock units. Footnotes explain that some restricted stock vests over the next three years and that certain restricted stock units vest three years after grant based on pre-established company performance criteria.

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^*

Hocker Joshua D

(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, Market President

3. Date of Earliest Transaction (Month/Day/Year)
02/23/2026

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	02/23/2026		F		90	D	$38.08	1,871(1)	D
Orrstown Financial Services, Inc, Common Stock								3,219	D
Orrstown Financial Services, Inc., Common, Rest. Stock. Unt.								1,384(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. Restricted stock with various vesting dates over the next 3 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.	02/25/2026
	** 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.

FAQ

What insider transaction did ORRF executive Joshua D. Hocker report on this Form 4?

Joshua D. Hocker reported a tax-withholding disposition of 90 restricted shares of Orrstown Financial Services, Inc. common stock at $38.08 per share, used to cover tax obligations tied to equity compensation rather than an ordinary open-market sale of shares.

Did the ORRF Form 4 filing show an open-market sale by the executive?

The Form 4 shows a tax-withholding disposition, not an open-market sale. Code F indicates shares were withheld or delivered to satisfy tax liabilities on an equity award, distinguishing this from discretionary buying or selling in the public market by the executive.

How many Orrstown Financial (ORRF) shares did Joshua D. Hocker hold after the reported disposition?

After the reported transaction, he directly held 1,871 shares of restricted common stock in that award category. Separate holding entries show 3,219 shares of common stock and 1,384 restricted stock units, reflecting his ongoing equity stake in Orrstown Financial Services, Inc. across different award types.

What price per share was used for the ORRF tax-withholding disposition?

The tax-withholding disposition used a price of $38.08 per share for 90 restricted shares. This price is applied only for reporting the value of the shares withheld or delivered to satisfy tax liabilities associated with the executive’s underlying equity compensation award.

How do Joshua D. Hocker’s restricted stock awards in ORRF vest over time?

The filing notes that restricted stock vests over the next three years, and some restricted stock units vest three years after grant. Vesting is based on pre-established company performance criteria, tying portions of his compensation to Orrstown Financial Services, Inc.’s long-term performance.

What role does Joshua D. Hocker hold at Orrstown Financial Services (ORRF)?

Joshua D. Hocker is identified as Executive Vice President and Market President of Orrstown Financial Services, Inc. This senior leadership position explains why his equity transactions must be reported on Form 4 as a company insider under SEC rules.