Schedule 13G/A: Fourthstone Reports 1,258,740 ORRF Shares
Rhea-AI Filing Summary
Fourthstone and related reporting persons disclosed a beneficial ownership stake of 1,258,740 shares in Orrstown Financial Services, Inc. (ORRF), equal to 6.45% of the outstanding common stock based on 19,061,344 shares outstanding as of March 31, 2025. The filing itemizes holdings across affiliated entities, including Fourthstone Master Opportunity Fund Ltd. with 984,077 shares (5.04%), Fourthstone GP LLC with 274,663 shares (1.41%), Fourthstone QP Opportunity Fund LP with 262,901 shares (1.35%), and Fourthstone Small-Cap Financials Fund LP with 11,762 shares (0.06%).
The Reporting Persons state these shares were acquired and are held in the ordinary course of business and were not acquired to change or influence control of the issuer. The Schedule 13G/A discloses ownership details and voting/dispositive power across the listed Fourthstone entities and L. Phillip Stone, IV, consistent with a passive investor reporting under the applicable rules.
Positive
- Material stake disclosed: Reporting Persons hold 1,258,740 shares, representing 6.45% of ORRF based on 19,061,344 shares outstanding.
- Entity-level detail provided: Fourthstone Master Opportunity Fund Ltd. 984,077 shares (5.04%); Fourthstone GP LLC 274,663 (1.41%); Fourthstone QP Opportunity Fund LP 262,901 (1.35%); Small-Cap Fund 11,762 (0.06%).
- Ordinary-course certification: Reporting Persons state the shares were acquired and are held in the ordinary course of business and not to influence control of the issuer.
Negative
- None.
Insights
TL;DR: Fourthstone reports a material 6.45% stake in ORRF, disclosed across affiliated funds totaling 1,258,740 shares.
The Schedule 13G/A documents a >5% beneficial ownership position using a 19,061,344-share base, which triggers public disclosure requirements and places Fourthstone among notable holders of ORRF common stock. The filing provides precise vote and dispositive power counts and breaks holdings down by affiliated funds, enabling investors to see concentration and allocation within the Fourthstone group. The filing’s explicit statement that the shares were acquired in the ordinary course and not to influence control frames this as a passive disclosure rather than an activist move.
TL;DR: A 6.45% ownership is material for disclosure; Reporting Persons disclaim intent to pursue control or group actions.
The filing shows consolidated beneficial ownership across related entities and identifies the managing member, clarifying the chain of control within the investment group. Item responses indicate no group dissolution, no parent-subsidiary acquisitions, and no intent to influence control. For governance purposes, this is an important ownership disclosure but the filing contains no appointment demands, proposed governance changes, or activist declarations; it documents position and voting/dispositive structure without signalling further corporate actions.