Orrstown director awarded 1,500 restricted shares

GIAMBALVO JOHN W reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

GIAMBALVO JOHN W reported acquisition or exercise transactions in this Form 4 filing.

Orrstown Financial Services director John W. Giambalvo received a grant of 1,500 shares of restricted common stock. The award was granted at no cash cost and is scheduled to vest on various dates over the next 18 months.

Following the grant, Giambalvo holds 2,500 shares of restricted stock directly, along with 43,062 other directly held common shares and 5,282 common shares held indirectly through the Jack Giambalvo Motor Co profit sharing plan.

Insider Trade Summary

Grant/Award: 1,500 shares

Grant/Award 3 txns

Insider GIAMBALVO JOHN W

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Orrstown Financial Services, Inc. Common, Restricted Stock	1,500	$0.00	$0.00
holding	Orrstown Financial Services, Inc, Common Stock	--	--	--
holding	Orrstown Financial Services, Inc, Common Stock	--	--	--

Holdings After Transaction: Orrstown Financial Services, Inc. Common, Restricted Stock — 2,500 shares (Direct); Orrstown Financial Services, Inc, Common Stock — 43,062 shares (Direct); Orrstown Financial Services, Inc, Common Stock — 5,282 shares (Indirect, Jack Giambalvo Motor Co profit sharing plan FBO John Giambalvo)

Footnotes (1)

1. F1. Restricted stock with various vesting dates over the next 18 months.

Key Figures

Restricted stock grant: 1,500 shares Restricted stock holdings: 2,500 shares Direct common stock: 43,062 shares +3 more

6 metrics

Restricted stock grant 1,500 shares Awarded to John W. Giambalvo on May 5, 2026

Restricted stock holdings 2,500 shares Total restricted stock held directly after grant

Direct common stock 43,062 shares Directly held Orrstown common stock following reported transactions

Indirect common stock 5,282 shares Held via Jack Giambalvo Motor Co profit sharing plan

Grant price $0.00 per share Restricted stock grant to director as equity compensation

Vesting period 18 months Restricted stock vests on various dates over next 18 months

Key Terms

Restricted stock, profit sharing plan, indirect ownership, grant, award, or other acquisition

4 terms

Restricted stock financial

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

Shares granted to an individual that carry limits on transfer or sale until certain conditions are met, such as staying with the company for a set time or hitting performance targets. Think of them as a locked gift that gradually opens; for investors they matter because they affect how many shares may enter the market later, signal management incentives and potential dilution, and reveal confidence in future company performance.

profit sharing plan financial

"Jack Giambalvo Motor Co profit sharing plan FBO John Giambalvo"

indirect ownership financial

"ownership_type": "indirect","ownership_code": "I""

grant, award, or other acquisition financial

"transaction_code_description": "Grant, award, or other acquisition""

FAQ

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

What insider transaction did ORRF director John W. Giambalvo report?

John W. Giambalvo reported receiving a grant of 1,500 shares of Orrstown Financial Services restricted common stock. The award was granted at no cash cost and represents equity-based compensation that vests over time rather than an open-market purchase or sale of shares.

How many restricted ORRF shares does John W. Giambalvo now hold?

After the latest grant, John W. Giambalvo holds 2,500 shares of Orrstown Financial Services restricted common stock directly. These restricted shares vest on various dates over the next 18 months, tying a portion of his compensation to the company’s future performance and continued service.

Does the Form 4 for ORRF show an open-market buy or sell by the director?

The Form 4 does not show any open-market buy or sell by John W. Giambalvo. It reports an equity compensation grant of 1,500 restricted shares at a price of $0.00 per share, which is different from purchasing or selling stock in the market.

What are John W. Giambalvo’s total direct ORRF common stock holdings?

John W. Giambalvo directly holds 43,062 shares of Orrstown Financial Services common stock, in addition to 2,500 restricted shares. The filing lists these positions as direct ownership, reflecting the shares he holds in his own name outside of the profit sharing plan.

What are John W. Giambalvo’s indirect ORRF holdings through a profit sharing plan?

The filing shows 5,282 Orrstown Financial Services common shares held indirectly for John W. Giambalvo through the Jack Giambalvo Motor Co profit sharing plan. This indicates retirement-plan-related ownership, separate from his personally held direct and restricted share positions in the company.

Over what period will John W. Giambalvo’s new restricted ORRF shares vest?

The newly granted restricted shares for John W. Giambalvo will vest on various dates over the next 18 months. This vesting schedule means the shares become fully his gradually, aligning his compensation with longer-term company and shareholder interests over that timeframe.

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

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Accepted by SEC EDGAR 05/06/2026 - 04:21 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^*

GIAMBALVO JOHN W

(Last) (First) (Middle)

4750 LINDLE ROAD

(Street)

HARRISBURG PENNSYLVANIA 17111

(City) (State) (Zip)

UNITED STATES

(Country)

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)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/05/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	05/05/2026		A		1,500	A	$0	2,500(1)	D
Orrstown Financial Services, Inc, Common Stock								43,062	D
Orrstown Financial Services, Inc, Common Stock								5,282	I	Jack Giambalvo Motor Co profit sharing plan FBO John Giambalvo

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 18 months.

Remarks:

	/s/ Casara I Kieffer as P.O.A.	05/06/2026
	** 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.
* Form 4: SEC 1474 (03-26)