Orrstown (NASDAQ: ORRF) CFO reports new stock awards and tax dispositions

Rhea-AI Filing Summary

Orrstown Financial Services EVP and CFO Neelesh Kalani reported a mix of equity grants and tax-related share dispositions. On 2026-02-17, he disposed of 467 shares of Orrstown common restricted stock at $37.64 per share to cover tax liabilities, leaving 2,010 shares of that award. The same day, he received a grant of 2,439 shares of time-vested restricted stock, bringing that holding to 4,449 shares.

Kalani also disposed of 2,075 restricted stock units at $37.64 per share for tax withholding, with 7,331 units remaining, and was granted 3,368 additional restricted stock units, increasing that balance to 10,699 units. Footnotes state the time-vested restricted stock vests over the next three years, while the restricted stock units vest three years after the award date based on pre-established company performance criteria. Following these transactions, his direct common stock holdings reported in a separate line were 24,112 shares.

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^*

KALANI NEELESH

(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 Financial 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		467	D	$37.64	2,010(1)	D
Orrstown Financial Services, Inc. Common, Restricted Stock	02/17/2026		A		2,439	A	$0	4,449(1)	D
Orrstown Financial Services, Inc., Common, Rest. Stock. Unt.	02/17/2026		F		2,075	D	$37.64	7,331(2)	D
Orrstown Financial Services, Inc., Common, Rest. Stock. Unt.	02/17/2026		A		3,368	A	$0	10,699(2)	D
Orrstown Financial Services, Inc, Common Stock								24,112	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).
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FAQ

What insider transactions did ORRF CFO Neelesh Kalani report on February 17, 2026?

On February 17, 2026, Orrstown Financial Services CFO Neelesh Kalani reported equity grants and tax-related share dispositions. He received new restricted stock and restricted stock units while surrendering some shares and units at $37.64 each to satisfy withholding obligations.

How many ORRF restricted shares did the CFO dispose of for taxes and at what price?

Neelesh Kalani disposed of 467 shares of Orrstown common restricted stock for tax withholding at $37.64 per share. He also disposed of 2,075 restricted stock units at the same $37.64 price, both categorized as tax-withholding dispositions rather than open-market sales.

What new restricted stock and RSU awards did ORRF grant to its CFO?

Orrstown Financial Services granted CFO Neelesh Kalani 2,439 shares of time-vested restricted stock and 3,368 restricted stock units. These awards increase his restricted stock holding to 4,449 shares and his restricted stock units to 10,699 units, according to the Form 4 filing details.

What are the vesting terms of ORRF’s restricted stock granted to the CFO?

The restricted stock granted to CFO Neelesh Kalani is time-vested with various vesting dates over the next three years. This means portions of the award become unrestricted over that period, as long as applicable service or other conditions are satisfied.

How do ORRF restricted stock units granted to the CFO vest over time?

The restricted stock units granted to Neelesh Kalani vest three years after the award date, based on pre-established company performance criteria. Vesting therefore depends on Orrstown Financial Services meeting these performance targets over the three-year period.

What were Neelesh Kalani’s reported direct ORRF common stock holdings after these transactions?

After the reported February 17, 2026 transactions, Neelesh Kalani’s direct Orrstown Financial Services common stock holdings were 24,112 shares. This figure is shown on a separate holding line and reflects his post-transaction direct ownership position in the company’s common stock.