Orrstown (NASDAQ: ORRF) EVP receives stock awards and tax-withholding dispositions

Rhea-AI Filing Summary

Orrstown Financial Services EVP and Chief Revenue Officer Zachary Moses Khuri reported equity award and tax-withholding transactions in company stock. He received 2,122 shares of Orrstown Financial Services, Inc. common restricted stock and 2,587 restricted stock units as grants at a stated price of $0.0000 per share.

To cover tax obligations, 372 restricted shares and 1,651 restricted stock units were disposed of at $37.64 per share through tax-withholding dispositions, rather than open-market sales. Following these transactions, his directly held Orrstown common stock position was 20,944 shares, with additional restricted shares and units subject to time- and performance-based vesting.

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^*

Khuri Zachary Moses

(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, Chief Revenue 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		372	D	$37.64	1,670(1)	D
Orrstown Financial Services, Inc. Common, Restricted Stock	02/17/2026		A		2,122	A	$0	3,792(1)	D
Orrstown Financial Services, Inc., Common, Rest. Stock. Unt.	02/17/2026		F		1,651	D	$37.64	5,640(2)	D
Orrstown Financial Services, Inc., Common, Rest. Stock. Unt.	02/17/2026		A		2,587	A	$0	8,227(2)	D
Orrstown Financial Services, Inc, Common Stock								20,944	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.

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.

FAQ

What insider transactions did Zachary Moses Khuri report for ORRF?

Zachary Moses Khuri reported equity award and tax-withholding transactions in Orrstown Financial Services stock. He received new restricted stock and restricted stock units, while some shares were withheld and disposed of to satisfy tax liabilities associated with these awards.

How many ORRF restricted shares and units were granted to Zachary Moses Khuri?

He was granted 2,122 shares of Orrstown Financial Services common restricted stock and 2,587 restricted stock units. These awards represent time-vested restricted stock and performance-based units that vest over several years according to pre-established company criteria and vesting schedules.

What were the tax-withholding dispositions reported by Zachary Moses Khuri in ORRF stock?

The filing shows tax-withholding dispositions of 372 shares of restricted stock and 1,651 restricted stock units at a price of $37.64 per share. These transactions satisfied tax liabilities by delivering shares rather than executing traditional open-market sales of Orrstown Financial Services stock.

What are the vesting terms for Zachary Moses Khuri’s ORRF equity awards?

The restricted stock awards are time-vested with various vesting dates over the next three years. The restricted stock units vest three years after the award date, based on pre-established company performance criteria that determine how many units ultimately become shares.

How many ORRF common shares does Zachary Moses Khuri hold after these transactions?

After the reported transactions, Zachary Moses Khuri directly held 20,944 shares of Orrstown Financial Services common stock. He also held additional restricted shares and restricted stock units that are scheduled to vest over time and based on company performance.

Did the ORRF Form 4 show open-market buying or selling by Zachary Moses Khuri?

The reported transactions involve equity grants and tax-withholding dispositions, not open-market buying or selling. Shares were disposed of to cover tax liabilities connected to restricted stock and restricted stock unit awards, rather than discretionary trades in the public market.