ORRSTOWN (NASDAQ: ORRF) CEO logs stock sales, new restricted awards

Rhea-AI Filing Summary

Orrstown Financial Services, Inc. President & CEO Thomas R. Quinn Jr reported multiple equity transactions in company stock. He sold 10,373 and 28 shares of common stock in open-market sales at prices of $37.43 and $37.695 per share, respectively.

Quinn also received 7,294 shares of time-vested restricted stock and 16,591 restricted stock units as grant or award acquisitions. Separate transactions disposed of 818 restricted shares and 3,127 restricted stock units to cover tax liabilities at a price of $37.64 per share. Footnotes state the restricted awards vest over up to three years based on time and 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

OMB APPROVAL

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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^*

Quinn Thomas R Jr

(Last) (First) (Middle)

4750 LINDLE ROAD

(Street)

HARRISBRUG 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
X	Officer (give title below)		Other (specify below)
	President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/17/2026

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	02/17/2026		F		818	D	$37.64	5,946(1)	D
Orrstown Financial Services, Inc. Common, Restricted Stock	02/17/2026		A		7,294	A	$0	13,240(1)	D
Orrstown Financial Services, Inc., Common, Rest. Stock. Unt.	02/17/2026		F		3,127	D	$37.64	20,537(2)	D
Orrstown Financial Services, Inc., Common, Rest. Stock. Unt.	02/17/2026		A		16,591	A	$0	37,128(2)	D
Orrstown Financial Services, Inc, Common Stock	02/18/2026		S		28	D	$37.695	97,575(3)	D
Orrstown Financial Services, Inc, Common Stock	02/19/2026		S		10,373	D	$37.43	87,202(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. Includes 86,425 shares owned jointly with the reporting persons spouse

Remarks:

	/s/ Casara I Kieffer as P.O.A.	02/19/2026
	** 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 transactions did ORRF CEO Thomas R. Quinn Jr report?

Thomas R. Quinn Jr reported open-market sales of 10,373 and 28 ORRF common shares and several restricted stock transactions. These included new grants plus share dispositions to satisfy tax obligations tied to equity awards, all at prices around the high-$37 range per share.

How many Orrstown Financial Services (ORRF) shares did the CEO sell?

The CEO sold a total of 10,401 Orrstown Financial Services common shares in two open-market transactions. One sale covered 10,373 shares at $37.43 per share, and another covered 28 shares at $37.695 per share, as disclosed in the Form 4 filing.

What restricted stock awards did ORRF grant to its CEO in this filing?

The filing shows grants of 7,294 shares of time-vested restricted common stock and 16,591 restricted stock units. Footnotes explain these awards vest over up to three years, with some units based on pre-established company performance criteria, aligning compensation with longer-term company results.

Why were some ORRF restricted shares and units disposed of by the CEO?

The CEO disposed of 818 restricted shares and 3,127 restricted stock units to cover tax liabilities. The Form 4 labels these as tax-withholding dispositions, using shares instead of cash to satisfy withholding obligations at a price of $37.64 per share.

Does the ORRF Form 4 mention jointly owned shares by the CEO?

Yes. A footnote states that the CEO’s reported holdings include 86,425 shares owned jointly with the reporting person’s spouse. This clarifies that a substantial portion of the disclosed ownership is held in joint name rather than solely in the executive’s individual capacity.

How is the CEO’s ORRF ownership characterized after these transactions?

The Form 4 shows continuing direct ownership in common stock, restricted stock, and restricted stock units after the reported sales and tax-withholding dispositions. It also notes 86,425 shares owned jointly with his spouse, highlighting both individual and joint interests in Orrstown Financial Services equity.