Orrstown Financial (ORRF) director reports 1,000-share restricted stock grant

Rhea-AI Filing Summary

Orrstown Financial Services director Mark K. Keller reported an award of 1,000 shares of restricted common stock on January 29, 2026 at a price of $0 per share. After this grant, he beneficially owns 3,500 restricted shares and 23,077 shares of common stock, including 18,029 shares held jointly with his spouse. The new restricted shares are scheduled to vest on May 3, 2027, with other restricted shares vesting over the next 18 months.

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^*

Keller Mark 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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/29/2026

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	01/29/2026		A		1,000(1)	A	$0	3,500(2)	D
Orrstown Financial Services, Inc, Common Stock								23,077(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. Restricted Stock with Vesting Date of May 3, 2027

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

3. Includes 18,029 shares owned jointly with the reporting persons spouse

Remarks:

	/s/ Casara I Kieffer as P.O.A.	02/02/2026
	** 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 director Mark K. Keller report on January 29, 2026?

Mark K. Keller reported receiving 1,000 shares of Orrstown Financial Services restricted common stock on January 29, 2026. The shares were granted at $0 per share and increase his restricted stock holdings while being subject to future vesting conditions before becoming fully owned.

How many Orrstown Financial Services (ORRF) shares does Mark K. Keller now beneficially own?

After the reported transactions, Mark K. Keller beneficially owns 3,500 shares of restricted stock and 23,077 shares of Orrstown Financial Services common stock. The 23,077 common shares include 18,029 shares held jointly with his spouse, reflecting both individual and jointly owned positions.

When do Mark K. Keller’s new restricted ORRF shares vest?

The 1,000 newly awarded restricted shares are scheduled to vest on May 3, 2027. Additional restricted stock holdings are described as having various vesting dates over the next 18 months, meaning portions of his equity compensation will become unrestricted at different future times.

Were any Orrstown Financial Services (ORRF) shares sold in this Form 4 filing?

The filing does not show any sale transactions; it reports an acquisition of 1,000 restricted shares at $0 per share. It also lists total common stock holdings of 23,077 shares, including those owned jointly with his spouse, as beneficially owned after the reported grant.

What does it mean that some ORRF shares are held jointly with Mark K. Keller’s spouse?

The filing notes that 18,029 of the 23,077 common shares are owned jointly with his spouse, meaning both have an interest in those shares. These jointly held shares are still counted in his beneficial ownership because he shares rights associated with that stock position.

How is Mark K. Keller related to Orrstown Financial Services (ORRF)?

Mark K. Keller is identified in the filing as a director of Orrstown Financial Services. As a director, his equity transactions in the company’s stock, including grants of restricted stock and changes in holdings, must be reported publicly on Form 4 under U.S. securities regulations.