SHARE-BASED COMPENSATION PLANS

9 Months Ended

Sep. 30, 2026

Share-Based Payment Arrangement [Abstract]

The Company maintains two share-based compensation plans: the 2011 Stock Incentive Plan (the "2011 Plan") and the 2025 Stock Incentive Plan (the "2025 Plan"). The purpose of the share-based compensation plans is to provide officers, employees, and directors of the Company with additional incentive to further the success of the Company. Awards may consist of grants of incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock, deferred stock units and performance shares. All employees and directors of the Company and its subsidiaries are eligible to participate in the Company's share-based compensation plans. The Company's share-based compensation plans allow for the Compensation Committee of the Board of Directors to determine the type of incentive to be awarded, its term, manner of exercise, vesting and restrictions on shares. Generally, awards are nonqualified under the IRC, unless the awards are deemed to be incentive awards to employees at the Compensation Committee’s discretion.

At September 30, 2026, 440,000 shares of the Company's common stock were reserved for issuance under the 2025 Plan, of which 181,200 shares were available to be issued.

The following table presents a summary of nonvested restricted shares activity for the nine months ended September 30, 2026:


	Shares	Weighted Average Grant Date Fair Value
Nonvested shares, beginning of year	253,755	$	30.47
Granted	196,550	36.64
Forfeited	(4,657)	35.94
Vested	(158,439)	30.55
Nonvested shares, at period end	287,209	$	34.56

The following table presents restricted share compensation expense, with tax benefit information, and fair value of shares vested, for the three and nine months ended September 30, 2026 and 2025:


	Three months ended September 30,				Nine months ended September 30,
	2026		2025		2026		2025
Restricted share award expense	$	1,091	$	1,323	$	4,400	$	3,964
Restricted share award tax benefit	229		278		924		832
Fair value of shares vested	268		4,273		5,934		5,778

The unrecognized compensation expense related to the share awards totaled $6.3 million at September 30, 2026 and $4.0 million at December 31, 2025. The unrecognized compensation expense at September 30, 2026 is expected to be recognized over a weighted-average period of 1.9 years.

The following table presents the summary of stock option activity for the nine months ended September 30, 2026. The weighted average of remaining contractual term of shares exercisable is 1.6 years.


	Shares	Weighted Average Exercise Price
Outstanding at January 1, 2026	13,202	$	25.29


Exercised	(9,601)	24.18


Outstanding at end of period	3,601	28.25
Fully vested and expected to vest	3,601	28.25
Exercisable, at September 30, 2026	3,601	$	28.25

The following table presents information about stock options exercised for the nine months ended September 30, 2026 and 2025:


	September 30, 2026		September 30, 2025






Total intrinsic value of options exercised	$	159	$	184
Cash received from options exercised	232		586
Tax benefit realized from stock options exercised	35		41

The Company maintains an employee stock purchase plan to provide employees of the Company with an opportunity to purchase Orrstown Common Stock. Eligible employees may purchase shares in an amount that does not exceed the lesser of the IRS limit of $25,000 or 10% of their annual salary at the lower of 95% of the fair market value of the shares on the semi-annual offering date, or related purchase date. The purchases occur in March and September of each year. The Company reserved 350,000 shares of its common stock to be issued under the employee stock purchase plan, of which 117,914 shares were available to be issued at September 30, 2026.

The following table presents information for the employee stock purchase plan for the three and nine months ended September 30, 2026 and 2025:


	Three months ended September 30,				Nine months ended September 30,
	2026		2025		2026		2025
Shares purchased	2,788		2,667		5,066		4,747
Weighted average price of shares purchased	$	34.68	$	34.85	$	33.91	$	33.53
Compensation expense recognized	$	19	$	8	$	26	$	12

The Company issues new shares or treasury shares, depending on market conditions, in its share-based compensation plans.