ORRF HR chief awarded stock, shares withheld for tax

Orrstown Financial Services Chief Human Resources Officer Heather K. Knisely reported equity compensation changes and a related tax withholding.

Rhea-AI Filing Summary

Orrstown Financial Services Chief Human Resources Officer Heather K. Knisely reported equity compensation changes and a related tax withholding. She received 1,421 shares of restricted stock and 2,015 restricted stock units, both granted at no cash cost, while 278 shares were withheld at $37.64 per share to cover tax obligations. The restricted stock carries various vesting dates over the next three years, and the restricted stock units vest three years after grant based on pre-established company performance criteria. Following these transactions, she directly holds 10,112 shares of Orrstown common stock.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider Knisely Heather K.

Role Chief Human Resources Officer

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Orrstown Financial Services, Inc. Common, Restricted Stock	278	$37.64	$10K
Grant/Award	Orrstown Financial Services, Inc. Common, Restricted Stock	1,421	$0.00	$0.00
Grant/Award	Orrstown Financial Services, Inc., Common, Rest. Stock. Unt.	2,015	$0.00	$0.00
holding	Orrstown Financial Services, Inc, Common Stock	--	--	--

Holdings After Transaction: Orrstown Financial Services, Inc. Common, Restricted Stock — 2,592 shares (Direct); Orrstown Financial Services, Inc., Common, Rest. Stock. Unt. — 3,770 shares (Direct); Orrstown Financial Services, Inc, Common Stock — 10,112 shares (Direct)

Footnotes (2)

1. F1. Restricted stock with various vesting dates over the next 3 years.
2. F2. Restricted stock units vesting three years after the date of the award based on pre-established company performance criteria.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transactions did ORRF executive Heather K. Knisely report?

Heather K. Knisely reported equity compensation changes, including new restricted stock and restricted stock unit awards, and a tax-withholding share disposition. These movements reflect routine executive compensation structure rather than open-market buying or selling of Orrstown Financial Services common stock.

How many Orrstown Financial (ORRF) restricted shares were granted to Heather K. Knisely?

Heather K. Knisely was granted 1,421 shares of Orrstown Financial restricted common stock. According to the disclosure, these restricted shares were awarded at no cash cost and have various vesting dates spread over the next three years, subject to continued employment conditions.

What restricted stock units did ORRF grant to Heather K. Knisely?

Orrstown Financial granted Heather K. Knisely 2,015 restricted stock units. These units are scheduled to vest three years after the award date and depend on pre-established company performance criteria, aligning a portion of her compensation with Orrstown’s long-term performance outcomes.

Why were 278 ORRF shares disposed of in Heather K. Knisely’s Form 4?

The 278 Orrstown Financial shares were disposed of to satisfy tax withholding obligations tied to her equity awards. The shares were valued at a transaction price of $37.64 per share, reflecting a non-open-market tax-withholding disposition rather than a discretionary sale for investment purposes.

What are Heather K. Knisely’s Orrstown Financial (ORRF) share holdings after these transactions?

After the reported transactions, Heather K. Knisely directly holds 10,112 shares of Orrstown Financial common stock. This total reflects her updated ownership position following new restricted awards, restricted stock units, and the small share disposition used to cover associated tax liabilities.

How do the ORRF equity awards to Heather K. Knisely vest over time?

Her restricted stock vests on various dates over the next three years, providing staggered incentives. Additionally, her restricted stock units vest three years after grant, contingent on pre-established company performance criteria, linking ultimate value to Orrstown Financial’s operational achievements.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 4 Insider Transactions: What Each Field Means →

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Accepted by SEC EDGAR 02/19/2026 - 04:08 PM Learn about SEC filing dates

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^*

Knisely Heather K.

(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)
	Chief Human Resources Officer

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		278	D	$37.64	1,171(1)	D
Orrstown Financial Services, Inc. Common, Restricted Stock	02/17/2026		A		1,421	A	$0	2,592(1)	D
Orrstown Financial Services, Inc., Common, Rest. Stock. Unt.	02/17/2026		A		2,015	A	$0	3,770(2)	D
Orrstown Financial Services, Inc, Common Stock								10,112	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.	02/19/2026
	** 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).
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.