FAINOR SCOTT V 4

What Happened
Scott V. Fainor, a director of Orrstown Financial Services, was granted 1,000 restricted shares on January 29, 2026. The shares were issued at $0.00 (i.e., as compensation/award), so there was no cash purchase or sale—total reported cash value $0.

Key Details

• Transaction date: 2026-01-29 (reported on Form 4 filed 2026-02-02).
• Transaction type/code: Award/Grant (A).
• Shares granted: 1,000 restricted shares; grant price: $0.00; reported total cash value: $0.
• Vesting: Footnote F1 lists a vesting date of May 3, 2027; F2 indicates additional restricted stock vests over the next ~18 months.
• Ownership reported/footnotes: F3 notes inclusion of 4,375 shares owned jointly with the reporting person’s spouse. The filing excerpt provided does not specify total shares owned following this transaction.
• No 10b5‑1 plan, tax‑withholding sale, or immediate sale indicated in the provided details.

Context
This was a compensation award of restricted stock (not an open‑market purchase or sale). Restricted shares typically vest over time and do not necessarily signal immediate insider buying/selling sentiment. Because the shares were issued at $0.00, they are part of director compensation and will convert to beneficial ownership only as they vest per the noted schedules.