Craig L. Kauffman - Jul 1, 2024 Form 4 Insider Report for ORRSTOWN FINANCIAL SERVICES INC (ORRF)

Role: EVP, Chief Operating Officer
Signature: /s/ Casara I Kieffer as P.O.A.
Stock symbol: ORRF
Transactions as of: Jul 1, 2024
Transactions value $: $0
Form type: 4
Date filed: 7/3/2024, 04:10 PM
Previous filing: Jun 18, 2024
Next filing: Oct 2, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	ORRF	Orrstown Financial Services, Inc, Common Stock	Award	$0	+50.3K		$0.00	50.3K	Jul 1, 2024	Direct	F1
transaction	ORRF	Orrstown Financial Services, Inc. Common, Restricted Stock	Award	$0	+13.3K		$0.00	13.3K	Jul 1, 2024	Direct	F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	On July 1, 2024, Codorus Valley Bancorp, Inc. (CVLY) merged with and into Orrstown Financial Services, Inc. (ORRF). Pursuant to the merger, each share of CVLY common stock held by the reporting person was converted into the right to receive 0.875 shares of ORRF common stock (the Exchange Ratio), with an amount in cash, without interest, to be paid in lieu of fractional shares at $25.40 per share. The closing price of ORRF common stock on June 28, 2024 was $27.36 per share.
F2	Represents an award of shares of restricted stock of ORRF vesting on July 28, 2025 upon achievement of targeted expense savings based on ORRFs going forward annual expense run rate at June 30, 2025 compared to the combined reported expenses of ORRF and CVLY (excluding merger-related and other extraordinary expenses in both cases) for the year ended December 31, 2023.

Content

On July 1, 2024, Codorus Valley Bancorp, Inc. (CVLY) merged with and into Orrstown Financial Services, Inc. (ORRF). Pursuant to the merger, each share of CVLY common stock held by the reporting person was converted into the right to receive 0.875 shares of ORRF common stock (the Exchange Ratio), with an amount in cash, without interest, to be paid in lieu of fractional shares at $25.40 per share. The closing price of ORRF common stock on June 28, 2024 was $27.36 per share.

Represents an award of shares of restricted stock of ORRF vesting on July 28, 2025 upon achievement of targeted expense savings based on ORRFs going forward annual expense run rate at June 30, 2025 compared to the combined reported expenses of ORRF and CVLY (excluding merger-related and other extraordinary expenses in both cases) for the year ended December 31, 2023.