Orrstown (ORRF) EVP reports restricted stock awards and tax share disposals

Rhea-AI Filing Summary

Orrstown Financial Services EVP and Market President David Todd Hornberger reported a mix of stock awards and tax-related share dispositions. On February 17, 2026, he received 2,170 shares of time-vested restricted stock and 3,365 restricted stock units as grant/award acquisitions at $0.00 per share.

On the same date, 389 restricted shares and 1,729 restricted stock units were disposed of at $37.64 per share to cover tax liabilities through share withholding, rather than an open-market sale. After these transactions, direct holdings in Orrstown common stock totaled 29,890 shares, including 27,139 shares owned jointly with his spouse.

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^*

Hornberger David Todd

(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)
02/17/2026

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		389	D	$37.64	1,789(1)	D
Orrstown Financial Services, Inc. Common, Restricted Stock	02/17/2026		A		2,170	A	$0	3,959(1)	D
Orrstown Financial Services, Inc., Common, Rest. Stock. Unt.	02/17/2026		F		1,729	D	$37.64	6,042(2)	D
Orrstown Financial Services, Inc., Common, Rest. Stock. Unt.	02/17/2026		A		3,365	A	$0	9,407(2)	D
Orrstown Financial Services, Inc, Common Stock								29,890(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 27,139 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.
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FAQ

What insider transactions did ORRSTOWN FINANCIAL SERVICES INC (ORRF) report for David Todd Hornberger?

David Todd Hornberger reported receiving restricted stock and restricted stock units and disposing of shares for tax withholding. The filing shows grant/award acquisitions and tax-related dispositions on February 17, 2026, rather than open-market buying or selling activity in Orrstown Financial Services common stock.

How many Orrstown (ORRF) restricted shares and units were granted to David Todd Hornberger?

David Todd Hornberger was granted 2,170 shares of time-vested restricted stock and 3,365 restricted stock units. These awards were recorded at a price of $0.00 per share, reflecting equity compensation rather than a cash purchase of Orrstown Financial Services common stock.

Were any ORRF shares sold on the open market in this Form 4 filing?

The Form 4 shows share dispositions labeled as tax-withholding transactions, not open-market sales. A total of 389 restricted shares and 1,729 restricted stock units were delivered at $37.64 per share to satisfy tax obligations tied to equity awards on February 17, 2026.

What is David Todd Hornberger’s total Orrstown (ORRF) share ownership after these transactions?

After the reported transactions, David Todd Hornberger directly owned 29,890 Orrstown common shares. This total includes 27,139 shares held jointly with his spouse, as disclosed in the footnotes, along with additional restricted stock and restricted stock units subject to vesting conditions.

What are the vesting terms for the Orrstown (ORRF) restricted stock in this Form 4?

The filing notes that time-vested restricted stock awards have various vesting dates over the next three years. It also states that certain restricted stock units vest three years after the award date, based on pre-established company performance criteria set by Orrstown Financial Services.

Does the ORRF Form 4 indicate performance-based equity awards for David Todd Hornberger?

Yes. A footnote explains that some restricted stock units vest three years after the award date based on pre-established company performance criteria. This means part of David Todd Hornberger’s equity compensation depends on Orrstown Financial Services meeting specified performance goals over the vesting period.