[Form 4] Orrstown Financial Services Inc Insider Trading Activity

Rhea-AI Filing Summary

Orrstown Financial Services (ORRF) – Form 4 filing: Chief Human Resources Officer Heather K. Knisely reported one transaction dated 07/28/2025. Using transaction code F (share withholding to satisfy tax obligations), Knisely disposed of 4,219 restricted shares at an implied price of $34.55 per share. No shares were sold into the open market.

Post-transaction holdings:

• Common stock: 9,795 shares
• Restricted stock: 1,756 shares (various vesting schedules)
• Restricted stock units: 1,755 units, cliff-vesting after three years based on performance targets

The filing reflects routine tax-related withholding; there is no indication of discretionary buying or selling. Overall impact on insider ownership and investor sentiment appears immaterial.

Positive

• None.

Negative

• Insider share count decreased by 4,219 shares, albeit for tax withholding rather than discretionary selling, which may still be viewed marginally negatively by some investors.

Insights

Financial Analyst

TL;DR: Routine tax-withholding; neutral signal.

The F-code transaction shows Knisely surrendered 4,219 restricted shares to cover taxes triggered by vesting. Because the shares never reached the open market, there is no incremental supply pressure and her net ownership (≈13,300 shares including RSUs) remains substantial. Such administrative disposals are common and typically carry little informational value for investors. I view the filing as not impactful to ORRF’s investment thesis.

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^*

Holt Christopher 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)
07/28/2025

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	07/28/2025		F		3,037	D	$34.55	3,230(1)	D
Orrstown Financial Services, Inc, Common Stock								16,964(2)	D
Orrstown Financial Services, Inc., Common, Rest. Stock. Unt.								11,261(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. Includes 1,000 shares owned by the reporting persons spouse

3. 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.	07/30/2025
	** 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

Who executed the insider transaction reported by ORRF?

Chief Human Resources Officer Heather K. Knisely was the reporting person.

How many ORRF shares were involved in the transaction?

Knisely disposed of 4,219 restricted shares to satisfy tax obligations.

What was the transaction code in the ORRF Form 4?

The filing used code F, indicating share withholding for taxes upon vesting.

At what price were the shares valued for tax withholding?

The shares were valued at approximately $34.55 each.

How many ORRF shares does the insider now own?

After the transaction, Knisely beneficially owns 9,795 common shares, 1,756 restricted shares, and 1,755 RSUs.