Form 8-K

8-K — ORRSTOWN FINANCIAL SERVICES INC

Accession: 0001628280-26-049110

Filed: 2026-07-22

Period: 2026-07-21

CIK: 0000826154

SIC: 6022 (STATE COMMERCIAL BANKS)

Item: Results of Operations and Financial Condition

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — orrf-20260721.htm (Primary)

EX-99.1 (ex9912026-q2earningsrelease.htm)

EX-99.2 (ex992-investorpresentation.htm)

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8-K

8-K (Primary)

Filename: orrf-20260721.htm · Sequence: 1

orrf-20260721

0000826154False00008261542026-07-212026-07-21

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

July 21, 2026

ORRSTOWN FINANCIAL SERVICES, INC.

(Exact name of registrant as specified in its charter)

Pennsylvania 001-34292 23-2530374

(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)

4750 Lindle Road, Harrisburg, Pennsylvania 17111

(Address of Principal Executive Offices) (Zip Code)

Registrant’s Telephone Number, Including Area Code: (717) 532-6114

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading symbol(s) Name of each exchange on which registered

Common Stock, no par value ORRF Nasdaq Stock Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

☐ Emerging growth company

☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Item 2.02 Results of Operations and Financial Condition

On July 21, 2026, Orrstown Financial Services, Inc. (the “Company”) issued a press release to report earnings for the quarter ended June 30, 2026.

A copy of the press release is furnished with this Form 8-K as Exhibit 99.1, and is incorporated herein in its entirety by reference.

Item 7.01 Regulation FD

In connection with the press release announcing the Company’s quarterly earnings, the Company posted an investor presentation to its website at www.orrstown.com. A copy of the investor presentation is furnished with this Form 8-K as Exhibit 99.2, and is incorporated herein in its entirety by reference.

The Board of Directors of the Company declared a cash dividend of $0.30 per common share, payable August 11, 2026 to shareholders of record as of August 4, 2026.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

The following exhibit is furnished as part of this Current Report on Form 8-K:

Exhibit No. Description

99.1

Press Release dated July 21, 2026

99.2

Investor Presentation of Orrstown Financial Services, Inc. issued July 22, 2026

104 Cover Page Interactive Data File (embedded within the inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

ORRSTOWN FINANCIAL SERVICES, INC.

Date:July 22, 2026 By: /s/ Neelesh Kalani

Neelesh Kalani

Executive Vice President and Chief Financial Officer

(Duly Authorized Representative)

EX-99.1

Filename: ex9912026-q2earningsrelease.htm · Sequence: 2

Document

Exhibit 99.1

FOR IMMEDIATE RELEASE:

Orrstown Financial Services, Inc. Reports Second Quarter 2026 Results

•Net income of $21.2 million, or $1.09 per diluted share, for the three months ended June 30, 2026 compared to net income of $21.8 million, or $1.12 per diluted share, for the three months ended March 31, 2026;

•Return on average assets was 1.53% and return on average equity was 13.96% for the three months ended June 30, 2026, compared to 1.59% and 14.76%, respectively, for the three months ended March 31, 2026;

•Subordinated notes of $31.0 million were redeemed on June 30, 2026; the remaining fair value mark of $1.6 million was amortized and reflected in interest expense during the second quarter of 2026;

•Net interest margin, on a tax equivalent basis, was 3.87% in the second quarter of 2026 compared to 3.90% in the first quarter of 2026; excluding the amortization of the fair value mark on the redeemed subordinated notes, net interest margin was 4.00% (1) in the second quarter of 2026;

•Total loans increased by $51.7 million, or approximately 5% annualized, from March 31, 2026 to June 30, 2026; classified loans decreased by $8.4 million and nonaccrual loans decreased by $6.2 million during the second quarter of 2026; nonaccrual loans to total loans decreased to 0.58% at June 30, 2026 from 0.74% at March 31, 2026;

•Noninterest income was $13.8 million for the three months ended June 30, 2026 compared to $15.6 million for the three months ended March 31, 2026 due to $2.4 million in income from life insurance policy death benefits recorded in the first quarter of 2026;

•The purchase of federal income tax credits resulted in a $1.6 million income tax benefit;

•Tangible common equity increased to 9.5% of total tangible assets at June 30, 2026 from 9.2% at March 31, 2026;

•Tangible book value per common share(1) increased to $26.71 at June 30, 2026 from $25.76 at March 31, 2026; and

•The Board of Directors declared a cash dividend of $0.30 per common share, payable August 11, 2026, to shareholders of record as of August 4, 2026.

HARRISBURG, PA (July 21, 2026) -- Orrstown Financial Services, Inc. (the "Company") (NASDAQ: ORRF), the parent company of Orrstown Bank (the “Bank”), announced earnings for the periods ended June 30, 2026. Net income totaled $21.2 million for the three months ended June 30, 2026, compared to net income of $21.8 million and $19.4 million for the three months ended March 31, 2026 and June 30, 2025, respectively. Diluted earnings per share was $1.09 for the three months ended June 30, 2026, compared to $1.12 and $1.01 for the three months ended March 31, 2026 and June 30, 2025, respectively. For the second quarter of 2025, excluding the impact from merger-related expenses, net of taxes, net income and diluted earnings per share were $20.2 million(1) and $1.04(1), respectively.

“Orrstown is pleased to have produced an outstanding quarter in which the strength of our foundation was evident in our key financial metrics,” said Adam L. Metz, President and Chief Executive Officer. "The core net interest margin expanded during the quarter as we continued to effectively manage funding costs. The redemption of the subordinated notes is expected to enhance future performance. We continue to create strong fee income from a variety of sources, highlighted by record quarterly wealth management revenue. We maintain a strong credit risk profile and we expect to continue to build upon our capital ratios at a healthy pace through earnings generation. With a solid balance sheet, diversified revenue streams and strong momentum across the organization, we are well positioned to build on our success in the second half of 2026 and beyond.”

(1) Non-GAAP measure. See Appendix A for additional information.

DISCUSSION OF RESULTS

Balance Sheet

Loans

Loans held for investment increased by $51.7 million in the three months ended June 30, 2026 and totaled $4.1 billion at both June 30, 2026 and March 31, 2026. Residential mortgages increased by $32.8 million, or approximately 16% annualized, of which $17.1 million were home equities, and commercial loans increased by $18.9 million, or approximately 2% annualized, from March 31, 2026 to June 30, 2026.

Investment Securities

Investment securities, all of which are classified as available-for-sale, increased by $2.3 million to $949.3 million at June 30, 2026 from $947.0 million at March 31, 2026. During the three months ended June 30, 2026, net unrealized losses on investment securities decreased by $1.8 million. The Bank purchased $28.4 million of investment securities, consisting of $14.6 million of agency mortgage backed securities and collateralized mortgage obligations and $13.8 million of non-agency collateralized mortgage obligations during the second quarter of 2026. The remaining change in investment securities during the second quarter of 2026 was due to paydowns of $28.5 million and a call of $1.0 million, partially offset by net accretion of $1.5 million recorded on investment securities. The overall duration of the Company's investment securities portfolio was 4.5 years at June 30, 2026 compared to 4.7 years at March 31, 2026. See Appendix B for a summary of the Bank's investment securities at June 30, 2026, highlighting their concentrations and credit ratings.

Deposits

During the second quarter of 2026, deposits decreased by $7.4 million and totaled $4.6 billion at both June 30, 2026 and March 31, 2026. Time deposits, interest-bearing demand deposits and savings deposits decreased by $27.1 million, $24.7 million and $3.1 million, respectively. These decreases were partially offset by increases in non-interest demand deposits of $38.2 million and money market deposits of $9.3 million from March 31, 2026 to June 30, 2026. The Bank continues to focus on shifting its deposit mix to include more lower cost deposits. The Bank's loan-to-deposit ratio was 89% at June 30, 2026 compared to 88% at March 31, 2026.

Borrowings

On June 30, 2026, the Company redeemed the $31.0 million outstanding 4.50% fixed-to-floating rate subordinated notes assumed from Codorus Valley Bancorp, Inc. on July 1, 2024. At the time of redemption, the subordinated notes had an interest rate of 7.72%. During the three months ended June 30, 2026, the Company amortized the remaining fair value mark of $1.6 million to interest expense as a result of the redemption.

The Company actively manages its liquidity position through its various sources of funding to meet the needs of its clients. FHLB advances and other borrowings were $274.8 million at June 30, 2026 compared to $206.7 million at March 31, 2026. The increase was due to higher utilization of borrowings during the second quarter of 2026 primarily to fund loan growth. Despite the quarter-end increase, average FHLB advances and other borrowings decreased by $84.8 million from the three months ended March 31, 2026 to the three months ended June 30, 2026. The Bank seeks to maintain sufficient liquidity to ensure that client needs can be addressed in a timely basis. The Bank had available alternative funding sources, such as FHLB advances and other wholesale options, of $1.8 billion at both June 30, 2026 and March 31, 2026.

Income Statement

Net Interest Income and Margin

Net interest income was $48.8 million for the three months ended June 30, 2026 compared to $49.0 million for the three months ended March 31, 2026. The net interest margin, on a tax equivalent basis, decreased to 3.87% in the second quarter of 2026 from 3.90% in the first quarter of 2026. The decrease is primarily the result of the accelerated amortization of the subordinated notes' fair value mark in the second quarter of 2026. Excluding the amortization of the fair value mark on the redeemed subordinated notes, net interest margin was 4.00% (1) in the second quarter of 2026. A decrease of eight basis points in the cost of interest-bearing deposits during the second quarter of 2026 partially offset the impact of the amortization of the fair value mark from the subordinated note redemption.

Interest income on loans, on a tax equivalent basis, increased by $0.3 million to $63.5 million for the three months ended June 30, 2026 compared to $63.2 million for the three months ended March 31, 2026. There was no significant change in the net accretion impact of the purchase accounting marks on loans between the first and second quarters of 2026.

Interest income on investment securities, on a tax equivalent basis, was $11.1 million for both the second and first quarters of 2026. Interest income on investments securities benefited from the purchases of higher yielding investment securities despite a $12.1 million decrease in average investment securities during the three months ended June 30, 2026 compared to the three months ended March 31, 2026. The decrease in average investment securities between the periods was due to the timing of purchases and paydowns.

Interest expense, on a tax equivalent basis, increased by $0.5 million to $25.9 million for the three months ended June 30, 2026 compared to $25.4 million for the three months ended March 31, 2026. Borrowing costs increased by $0.8 million during the three months ended June 30, 2026 compared to the three months ended March 31, 2026 due to the accelerated amortization of the remaining subordinated debt fair value mark of $1.6 million. The cost of deposits decreased by eight basis points during the three months ended June 30, 2026 compared to the three months ended March 31, 2026.

Average interest-bearing deposits increased by $38.3 million during the three months ended June 30, 2026 compared to the three months ended March 31, 2026. Average FHLB advances and other borrowings decreased by $84.8 million from the three months ended March 31, 2026 to the three months ended June 30, 2026. There were seasonal deposit declines in the first quarter of 2026, which increased borrowing balances. However, significant deposit inflow from seasonal sources in the back half of the first quarter enabled the Bank to substantially reduce its borrowing levels.

Provision for Credit Losses on Loans

The allowance for credit losses ("ACL") on loans decreased to $46.6 million at June 30, 2026 from $47.5 million at March 31, 2026. The ACL to total loans was 1.13% at June 30, 2026 compared to 1.17% at March 31, 2026. The Company recorded provision expense on loans of $0.4 million for the three months ended June 30, 2026 compared to $0.7 million for the three months ended March 31, 2026 partially due to the increase in loans. Net charge-offs were $1.2 million during the three months ended June 30, 2026 compared to $0.9 million during the three months ended March 31, 2026. As a result of improvements noted in underlying criteria, certain qualitative factors were adjusted, which reduced the ACL and partially offset the impact from the increase in loans and net charge-offs.

Classified loans decreased by $8.4 million to $49.2 million at June 30, 2026 from $57.6 million at March 31, 2026 due primarily to repayments of $7.8 million. Nonaccrual loans totaled $23.8 million at June 30, 2026 compared to $30.0 million at March 31, 2026. The decrease of $6.2 million in nonaccrual loans was due to repayments of $6.9 million, which included $4.2 million in commercial and land development loans that were on nonaccrual status and risk rated as substandard. Nonaccrual loans to total loans decreased to 0.58% at June 30, 2026 from 0.74% at March 31, 2026. Management believes the ACL to be adequate based on current asset quality metrics and economic forecasts.

(1) Non-GAAP measure. See Appendix A for additional information.

Noninterest Income

Noninterest income decreased by $1.8 million to $13.8 million for the three months ended June 30, 2026 from $15.6 million for the three months ended March 31, 2026.

Income from life insurance decreased by $2.4 million to $1.4 million for the three months ended June 30, 2026 compared to $3.8 million for the three months ended March 31, 2026. During the first quarter of 2026, the Company recorded $2.4 million in income from life insurance policy death benefits.

Swap fee income decreased by $0.6 million to $0.7 million for the three months ended June 30, 2026 compared to $1.3 million for the three months ended March 31, 2026. Swap fee income will fluctuate based on market conditions and client demand.

Wealth management income increased by $0.3 million to $5.9 million for the three months ended June 30, 2026 compared to $5.6 million for the three months ended March 31, 2026.

Noninterest Expenses

Noninterest expenses increased by $1.0 million to $37.7 million for the three months ended June 30, 2026 from $36.7 million in the three months ended March 31, 2026.

Salaries and benefits expense increased by $1.0 million to $22.2 million for the three months ended June 30, 2026 compared to $21.2 million for the three months ended March 31, 2026. The increase during the second quarter of 2026 was due primarily to the impact from merit salary increases in May, higher healthcare costs due to claim volume and the impact of one extra day compared to the prior quarter.

Occupancy, furniture and equipment expense decreased by $0.3 million to $3.9 million for the three months ended June 30, 2026 compared to $4.2 million for the three months ended March 31, 2026 due to seasonal expenses incurred during the first quarter of 2026.

Advertising and bank promotions expense increased by $0.4 million to $1.1 million in the three months ended June 30, 2026 from $0.7 million in the three months ended March 31, 2026 due to $0.7 million in contributions to tax credit programs during the second quarter of 2026. Taxes other than income decreased by $0.6 million to $0.4 million in the three months ended June 30, 2026 compared to $1.0 million in the three months ended March 31, 2026. This decrease reflects the tax credits recognized in the second quarter of 2026 as result of the charitable contributions.

Other operating expenses increased by $0.2 million to $4.3 million for the three months ended June 30, 2026 compared to $4.1 million for the three months ended March 31, 2026. This was due primarily to an increase of $0.2 million in mark-to-market losses on non-hedging derivatives from the first quarter of 2026 to the second quarter of 2026.

Income Taxes

The Company's effective tax rate was 14.2% for the second quarter of 2026 compared to 20.7% for the first quarter of 2026. The Company's effective tax rate for the three months ended June 30, 2026 is less than the 21% federal statutory rate primarily due to the purchase of federal income tax credits, which reduced income tax expense by $1.6 million. In addition, the effective tax rate was impacted by tax-exempt income, including interest earned on tax-exempt loans and securities and non-taxable income from life insurance policies and tax credits partially offset by the disallowed portion of interest expense against earnings in association with the Bank's tax-exempt investments under the Tax Equity and Fiscal Responsibility Act of 1982 ("TEFRA"). The Company regularly analyzes its projected taxable income and makes adjustments to the provision for income taxes accordingly.

Capital

Shareholders’ equity totaled $621.7 million at June 30, 2026 compared to $603.2 million at March 31, 2026. The increase of $18.5 million is primarily due to net income of $21.2 million, other comprehensive income of $1.9 million and share-based compensation activity of $1.3 million, partially offset by dividends of $5.9 million.

Tangible book value per common share(1) increased to $26.71 at June 30, 2026 from $25.76 at March 31, 2026. The Company's tangible common equity ratio was 9.5% of total tangible assets at June 30, 2026 compared to 9.2% at March 31, 2026. Return on average tangible common equity per common share(1) was 16.86% for the three months ended June 30, 2026 compared to 17.96% for the three months ended March 31, 2026. The decrease in the return on average tangible common equity per common share was primarily due to the increase in average shareholders' equity.

(1) Non-GAAP measure. See Appendix A for additional information.

Most of the Company's capital ratios increased during the three months ended June 30, 2026 compared to the three months ended March 31, 2026 due to earnings. Total risk-based capital declined over that period due to the redemption of subordinated debt. The Company's tier 1 common equity, tier 1 capital and total risk-based capital ratios were 12.0%, 12.2% and 13.2%, respectively, at June 30, 2026 compared to 11.8%, 12.0% and 13.5%, respectively, at March 31, 2026. The Company's Tier 1 leverage ratio increased to 10.1% at June 30, 2026 compared to 9.7% at March 31, 2026.

At June 30, 2026, all four capital ratios applicable to the Company were above regulatory minimum levels to be deemed “well capitalized” under current bank regulatory guidelines. The Company continues to believe that capital is adequate to support the risks inherent in the balance sheet, as well as growth requirements.

Investor Relations Contact:

Neelesh Kalani

Executive Vice President, Chief Financial Officer

Phone (717) 510-7097

FINANCIAL HIGHLIGHTS (Unaudited)

Three Months Ended

Six Months Ended

June 30, June 30, June 30, June 30,

(In thousands) 2026 2025 2026 2025

Profitability for the period:

Net interest income $ 48,831 $ 49,512 $ 97,836 $ 98,273

Provision for (recovery of) credit losses - loans 338 209 1,066 (345)

Recovery of credit losses - unfunded loan commitments — (100) (376) (100)

Noninterest income 13,836 12,915 29,413 24,539

Noninterest expenses 37,666 37,614 74,394 75,790

Income before income tax expense 24,663 24,704 52,165 47,467

Income tax expense 3,505 5,256 9,198 9,968

Net income available to common shareholders $ 21,158 $ 19,448 $ 42,967 $ 37,499

Financial ratios:

Return on average assets (1)

1.53 % 1.45 % 1.56 % 1.40 %

Return on average assets, adjusted (1)(3)(4)

n/a 1.51 % n/a 1.48 %

Return on average equity (1)

13.96 % 14.56 % 14.35 % 14.28 %

Return on average equity, adjusted (1)(3)(4)

n/a 15.12 % n/a 15.05 %

Net interest margin (1)

3.87 % 4.07 % 3.89 % 4.04 %

Net interest margin, adjusted (1)(2)(4)

4.00 % n/a 3.95 % n/a

Efficiency ratio 60.1 % 60.3 % 58.5 % 61.7 %

Efficiency ratio, adjusted (2)(3)(4)

58.6 % 58.7 % 57.7 % 59.6 %

Income per common share:

Basic $ 1.10 $ 1.01 $ 2.23 $ 1.96

Basic, adjusted (3)(4)

n/a $ 1.05 n/a $ 2.06

Diluted $ 1.09 $ 1.01 $ 2.21 $ 1.94

Diluted, adjusted (3)(4)

n/a $ 1.04 n/a $ 2.04

Average equity to average assets 10.97 % 9.97 % 10.89 % 9.81 %

(1) Annualized for the three and six months ended June 30, 2026 and 2025.

(2) Ratio has been adjusted for accelerated amortization of the remaining fair value mark of $1.6 million from the redemption of the subordinated notes during the three and six months ended June 30, 2026.

(3) Ratio has been adjusted for the non-recurring charges for the three and six months ended June 30, 2025.

(4) Non-GAAP based financial measure. Please refer to Appendix A - Supplemental Reporting of Non-GAAP Measures and GAAP to Non-GAAP Reconciliations for a discussion of our use of non-GAAP based financial measures, including tables reconciling GAAP and non-GAAP financial measures appearing herein.

FINANCIAL HIGHLIGHTS (Unaudited)

(continued)

June 30, December 31,

(Dollars in thousands, except per share amounts) 2026 2025

At period-end:

Total assets $ 5,612,151 $ 5,542,255

Loans, net of allowance for credit losses 4,066,399 3,973,012

Loans held-for-sale, at fair value 3,639 6,090

Securities available for sale, at fair value 949,281 952,740

Total deposits 4,620,023 4,528,774

FHLB advances and other borrowings and Securities sold under agreements to repurchase 282,362 299,243

Subordinated notes and trust preferred debt 8,049 37,122

Shareholders' equity 621,650 591,535

Credit quality and capital ratios (1):

Allowance for credit losses to total loans 1.13 % 1.19 %

Total nonaccrual loans to total loans 0.58 % 0.70 %

Nonperforming assets to total assets 0.44 % 0.51 %

Allowance for credit losses to nonaccrual loans 196 % 170 %

Total risk-based capital:

Orrstown Financial Services, Inc. 13.2 % 13.3 %

Orrstown Bank 13.1 % 13.3 %

Tier 1 risk-based capital:

Orrstown Financial Services, Inc. 12.2 % 11.7 %

Orrstown Bank 12.1 % 12.2 %

Tier 1 common equity risk-based capital:

Orrstown Financial Services, Inc. 12.0 % 11.5 %

Orrstown Bank 12.1 % 12.2 %

Tier 1 leverage capital:

Orrstown Financial Services, Inc. 10.1 % 9.5 %

Orrstown Bank 10.0 % 9.9 %

Book value per common share $ 31.60 $ 30.32

(1) Capital ratios are estimated for the current period, subject to regulatory filings. The Company elected the three-year phase in option for the day-one impact of ASU 2016-13 for current expected credit losses ("CECL") to regulatory capital. At December 31, 2025, the Company adjusted retained earnings, allowance for credit losses includable in tier 2 capital and the deferred tax assets from temporary differences in risk weighted assets by the permitted percentage of the day-one impact from adopting the CECL standard. At June 30, 2026, the day-one impact of ASU 2016-13 was fully applied to the capital ratios.

ORRSTOWN FINANCIAL SERVICES, INC.

CONSOLIDATED BALANCE SHEETS (Unaudited)

(Dollars in thousands, except per share amounts) June 30, 2026 December 31, 2025

Assets

Cash and due from banks $ 58,319 $ 42,083

Interest-bearing deposits with banks 86,522 107,691

Cash and cash equivalents 144,841 149,774

Restricted investments in bank stocks 27,429 26,717

Securities available for sale (amortized cost of $973,712 and $972,138 at June 30, 2026 and December 31, 2025, respectively)

949,281 952,740

Loans held for sale, at fair value 3,639 6,090

Loans 4,113,031 4,020,693

Less: Allowance for credit losses (46,632) (47,681)

Net loans 4,066,399 3,973,012

Premises and equipment, net 50,166 51,029

Cash surrender value of life insurance 147,787 146,994

Goodwill 69,751 69,751

Other intangible assets, net 33,572 37,990

Accrued interest receivable 19,789 21,473

Deferred tax assets, net 32,693 33,931

Other assets 66,804 72,754

Total assets $ 5,612,151 $ 5,542,255

Liabilities

Deposits:

Noninterest-bearing $ 920,851 $ 870,906

Interest-bearing 3,699,172 3,657,868

Total deposits 4,620,023 4,528,774

Securities sold under agreements to repurchase and federal funds purchased 7,594 24,542

FHLB advances and other borrowings 274,768 274,701

Subordinated notes and trust preferred debt 8,049 37,122

Other liabilities 80,067 85,581

Total liabilities 4,990,501 4,950,720

Shareholders’ Equity

Preferred stock, $1.25 par value per share; 500,000 shares authorized; no shares issued or outstanding

— —

Common stock, no par value—$0.05205 stated value per share; 50,000,000 shares authorized; 19,710,341 shares issued and 19,669,802 outstanding at June 30, 2026; 19,711,628 shares issued and 19,507,208 outstanding at December 31, 2025

1,026 1,026

Additional paid—in capital 421,960 424,596

Retained earnings 217,969 186,752

Accumulated other comprehensive loss (17,826) (15,201)

Treasury stock— 40,539 and 204,420 shares, at cost at June 30, 2026 and December 31, 2025, respectively

(1,479) (5,638)

Total shareholders’ equity 621,650 591,535

Total liabilities and shareholders’ equity $ 5,612,151 $ 5,542,255

ORRSTOWN FINANCIAL SERVICES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited)

Three Months Ended

Six Months Ended

June 30, June 30, June 30, June 30,

(Dollars in thousands, except per share amounts) 2026 2025 2026 2025

Interest income

Loans $ 63,315 $ 63,036 $ 126,310 $ 126,468

Investment securities - taxable 9,906 9,406 19,757 18,350

Investment securities - tax-exempt 842 878 1,723 1,753

Short-term investments 639 1,513 1,276 3,781

Total interest income 74,702 74,833 149,066 150,352

Interest expense

Deposits 21,687 22,855 43,673 47,115

Securities sold under agreements to repurchase and federal funds purchased 29 106 126 190

FHLB advances and other borrowings 1,635 1,030 3,990 2,148

Subordinated notes and trust preferred debt 2,520 1,330 3,441 2,626

Total interest expense 25,871 25,321 51,230 52,079

Net interest income 48,831 49,512 97,836 98,273

Provision for (recovery of) credit losses - loans 338 209 1,066 (345)

Recovery of credit losses - unfunded loan commitments — (100) (376) (100)

Net interest income after provision for (recovery of) credit losses 48,493 49,403 97,146 98,718

Noninterest income

Service charges 2,734 2,630 5,605 5,025

Interchange income 1,602 1,441 3,115 2,868

Swap fee income 651 669 1,990 1,063

Wealth management income 5,946 5,267 11,503 10,682

Mortgage banking activities 436 478 762 780

Income from life insurance 1,376 1,311 5,137 2,600

Investment securities gains 57 8 55 21

Other income 1,034 1,111 1,246 1,500

Total noninterest income 13,836 12,915 29,413 24,539

Noninterest expenses

Salaries and employee benefits 22,229 21,364 43,386 41,752

Occupancy, furniture and equipment 3,887 4,211 8,108 8,886

Data processing 1,703 965 3,240 1,889

Advertising and bank promotions 1,126 1,077 1,809 1,576

FDIC insurance 634 674 1,183 1,498

Professional services 1,202 2,016 2,423 3,842

Taxes other than income 392 295 1,417 1,237

Intangible asset amortization 2,179 2,472 4,418 5,007

Merger-related expenses

— 968 — 2,617

Restructuring expenses — — — 91

Other operating expenses 4,314 3,572 8,410 7,395

Total noninterest expenses 37,666 37,614 74,394 75,790

Income before income tax expense 24,663 24,704 52,165 47,467

Income tax expense 3,505 5,256 9,198 9,968

Net income $ 21,158 $ 19,448 $ 42,967 $ 37,499

continued

Three Months Ended

Six Months Ended

June 30, June 30, June 30, June 30,

2026 2025 2026 2025

Share information:

Basic earnings per share $ 1.10 $ 1.01 $ 2.23 $ 1.96

Diluted earnings per share $ 1.09 $ 1.01 $ 2.21 $ 1.94

Dividends paid per share $ 0.30 $ 0.26 $ 0.60 $ 0.52

Weighted average shares - basic 19,313 19,173 19,293 19,165

Weighted average shares - diluted 19,432 19,342 19,421 19,335

ANALYSIS OF NET INTEREST INCOME

Average Balances and Interest Rates, Taxable-Equivalent Basis (Unaudited)

Three Months Ended

6/30/2026 3/31/2026 12/31/2025 9/30/2025 6/30/2025

Taxable- Taxable- Taxable- Taxable- Taxable- Taxable- Taxable- Taxable- Taxable- Taxable-

Average Equivalent Equivalent Average Equivalent Equivalent Average Equivalent Equivalent Average Equivalent Equivalent Average Equivalent Equivalent

(In thousands) Balance Interest Rate Balance Interest Rate Balance Interest Rate Balance Interest Rate Balance Interest Rate

Assets

Federal funds sold & interest-bearing bank balances $ 69,784 $ 639 3.67 % $ 70,086 $ 637 3.69 % $ 103,886 $ 1,017 3.88 % $ 101,728 $ 1,123 4.38 % $ 136,106 $ 1,513 4.46 %

Investment securities (1)(2)

971,932 11,096 4.57 984,060 11,079 4.51 976,957 11,177 4.58 906,399 10,593 4.67 904,119 10,626 4.70

Loans (1)(3)(4)(5)

4,075,290 63,542 6.25 4,070,889 63,214 6.29 3,997,842 64,635 6.42 3,979,044 65,975 6.58 3,894,978 63,246 6.52

Total interest-earning assets 5,117,006 75,277 5.90 5,125,035 74,930 5.91 5,078,685 76,829 6.01 4,987,171 77,691 6.19 4,935,203 75,385 6.13

Other assets 425,913 423,779 426,626 433,659 439,569

Total assets $ 5,542,919 $ 5,548,814 $ 5,505,311 $ 5,420,830 $ 5,374,772

Liabilities and Shareholders' Equity

Interest-bearing demand deposits

$ 2,577,915 13,629 2.12 $ 2,534,291 13,796 2.21 $ 2,471,895 14,078 2.26 $ 2,450,034 14,145 2.29 $ 2,463,687 13,880 2.26

Savings deposits

260,712 128 0.20 259,585 143 0.22 262,240 164 0.25 264,761 164 0.25 269,309 165 0.25

Time deposits 900,412 7,930 3.53 906,875 8,047 3.60 912,611 8,342 3.63 897,416 8,330 3.68 914,108 8,810 3.87

Total interest-bearing deposits 3,739,039 21,687 2.33 3,700,751 21,986 2.41 3,646,746 22,584 2.46 3,612,211 22,639 2.49 3,647,104 22,855 2.51

Securities sold under agreements to repurchase and federal funds purchased 12,024 29 0.98 23,674 97 1.66 27,348 105 1.52 27,772 107 1.53 25,917 106 1.64

FHLB advances and other borrowings 175,734 1,635 3.73 248,357 2,355 3.85 238,806 2,371 3.94 168,939 1,791 4.21 104,068 1,030 3.97

Subordinated notes and trust preferred debt 36,664 2,520 27.57 37,175 921 10.05 37,023 669 7.17 68,749 1,597 9.21 68,910 1,330 7.74

Total interest-bearing liabilities 3,963,461 25,871 2.62 4,009,957 25,359 2.56 3,949,923 25,729 2.58 3,877,671 26,134 2.67 3,845,999 25,321 2.64

Noninterest-bearing demand deposits 889,378 850,415 882,552 902,128 904,031

Other liabilities 81,981 89,112 93,977 89,086 89,058

Total liabilities 4,934,820 4,949,484 4,926,452 4,868,885 4,839,088

Shareholders' equity 608,099 599,330 578,859 551,945 535,684

Total $ 5,542,919 $ 5,548,814 $ 5,505,311 $ 5,420,830 $ 5,374,772

Taxable-equivalent net interest income / net interest spread 49,406 3.28 % 49,571 3.35 % 51,100 3.43 % 51,557 3.52 % 50,064 3.49 %

Taxable-equivalent net interest margin 3.87 % 3.90 % 4.00 % 4.11 % 4.07 %

Taxable-equivalent adjustment (575) (566) (569) (569) (552)

Net interest income $ 48,831 $ 49,005 $ 50,531 $ 50,988 $ 49,512

Ratio of average interest-earning assets to average interest-bearing liabilities 129 % 128 % 129 % 129 % 128 %

NOTES:

(1) Yields and interest income on tax-exempt assets have been computed on a taxable-equivalent basis assuming a 21% tax rate.

(2) Average balance of investment securities is computed at fair value.

(3) Average balances include nonaccrual loans.

(4) Interest income on loans includes prepayment and late fees, where applicable.

(5) Interest income on loans includes accretion on purchase accounting marks of $4.3 million, $4.2 million, $4.7 million, $5.3 million and $4.9 million for the three months ended June 30, 2026, March 31, 2026, December 31, 2025, September 30, 2025 and June 30, 2025, respectively.

ANALYSIS OF NET INTEREST INCOME

Average Balances and Interest Rates, Taxable-Equivalent Basis (Unaudited)

(continued)

Six Months Ended

June 30, 2026 June 30, 2025

Taxable- Taxable- Taxable- Taxable-

Average Equivalent Equivalent Average Equivalent Equivalent

(In thousands) Balance Interest Rate Balance Interest Rate

Assets

Federal funds sold & interest-bearing bank balances $ 69,934 $ 1,276 3.68 % $ 169,541 $ 3,781 4.50 %

Investment securities (1)(2)

977,962 22,174 4.54 884,730 20,787 4.70

Loans (1)(3)(4)(5)

4,073,103 126,757 6.27 3,902,295 126,883 6.56

Total interest-earning assets 5,120,999 150,207 5.90 4,956,566 151,451 6.15

Other assets 424,852 443,528

Total assets $ 5,545,851 $ 5,400,094

Liabilities and Shareholders' Equity

Interest-bearing demand deposits

$ 2,556,224 27,424 2.16 $ 2,468,589 28,036 2.29

Savings deposits

260,152 271 0.21 271,104 330 0.25

Time deposits 903,625 15,978 3.57 942,387 18,749 4.01

Total interest-bearing deposits 3,720,001 43,673 2.37 3,682,080 47,115 2.58

Securities sold under agreements to repurchase and federal funds purchased 17,817 126 1.43 26,039 190 1.47

FHLB advances and other borrowings 211,844 3,990 3.80 108,439 2,148 3.99

Subordinated notes and trust preferred debt 36,918 3,441 18.80 68,825 2,626 7.69

Total interest-bearing liabilities 3,986,580 51,230 2.59 3,885,383 52,079 2.70

Noninterest-bearing demand deposits 870,004 895,924

Other liabilities 85,528 89,067

Total liabilities 4,942,112 4,870,374

Shareholders' equity 603,739 529,720

Total liabilities and shareholders' equity $ 5,545,851 $ 5,400,094

Taxable-equivalent net interest income / net interest spread 98,977 3.31 % 99,372 3.45 %

Taxable-equivalent net interest margin 3.89 % 4.04 %

Taxable-equivalent adjustment (1,141) (1,099)

Net interest income $ 97,836 $ 98,273

Ratio of average interest-earning assets to average interest-bearing liabilities 128 % 128 %

NOTES TO ANALYSIS OF NET INTEREST INCOME:

(1) Yields and interest income on tax-exempt assets have been computed on a taxable-equivalent basis assuming a 21% tax rate.

(2) Average balance of investment securities is computed at fair value.

(3) Average balances include nonaccrual loans.

(4) Interest income on loans includes prepayment and late fees, where applicable.

(5) Interest income on loans includes accretion on purchase accounting marks of $8.5 million and $11.5 million for the six months ended June 30, 2026 and 2025, respectively.

ORRSTOWN FINANCIAL SERVICES, INC.

HISTORICAL TRENDS IN QUARTERLY FINANCIAL DATA (Unaudited)

(In thousands) June 30,

2026 March 31,

2026 December 31,

2025 September 30,

2025 June 30,

2025

Profitability for the quarter:

Net interest income $ 48,831 $ 49,005 $ 50,531 $ 50,988 $ 49,512

Net provision for credit losses on loans and unfunded loan commitments 338 352 75 396 109

Noninterest income 13,836 15,577 14,392 13,382 12,915

Noninterest expenses 37,666 36,728 37,355 36,297 37,614

Income before income taxes 24,663 27,502 27,493 27,677 24,704

Income tax expense 3,505 5,693 6,002 5,812 5,256

Net income $ 21,158 $ 21,809 $ 21,491 $ 21,865 $ 19,448

Financial ratios:

Return on average assets (1)

1.53 % 1.59 % 1.55 % 1.60 % 1.45 %

Return on average assets, adjusted (1)(3)(4)

n/a n/a n/a n/a 1.51 %

Return on average equity (1)

13.96 % 14.76 % 14.73 % 15.72 % 14.56 %

Return on average equity, adjusted (1)(3)(4)

n/a n/a n/a n/a 15.12 %

Net interest margin (1)

3.87 % 3.90 % 4.00 % 4.11 % 4.07 %

Net interest margin, adjusted (1)(2)(4)

4.00 % n/a n/a n/a n/a

Efficiency ratio 60.1 % 56.9 % 57.5 % 56.4 % 60.3 %

Efficiency ratio, adjusted (2)(3)(4)

58.6 % n/a n/a n/a 58.7 %

Per share information:

Income per common share:

Basic $ 1.10 $ 1.13 $ 1.12 $ 1.14 $ 1.01

Basic, adjusted (3)(4)

n/a n/a n/a n/a 1.05

Diluted 1.09 1.12 1.11 1.13 1.01

Diluted, adjusted (3)(4)

n/a n/a n/a n/a 1.04

Book value 31.60 30.76 30.32 29.33 28.07

Tangible book value(4)

26.71 25.76 25.21 24.12 22.77

Average tangible common equity(4)

16.86 17.96 18.15 19.70 18.43

Cash dividends paid 0.30 0.30 0.27 0.27 0.26

Average basic shares 19,313 19,274 19,251 19,224 19,173

Average diluted shares 19,432 19,410 19,384 19,364 19,342

(1) Annualized.

(2) Ratio has been adjusted for accelerated amortization of the remaining fair value mark of $1.6 million from the redemption of the subordinated notes during the three months ended June 30, 2026.

(3) Ratio has been adjusted for non-recurring expenses for the three months ended June 30, 2025. There were no non-recurring expenses for the three months ended June 30, 2026, March 31, 2026, December 31, 2025 and September 30, 2025.

ORRSTOWN FINANCIAL SERVICES, INC.

HISTORICAL TRENDS IN QUARTERLY FINANCIAL DATA (Unaudited)

(continued)

(In thousands) June 30,

2026 March 31,

2026 December 31,

2025 September 30,

2025 June 30,

2025

Noninterest income:

Service charges $ 2,734 $ 2,871 $ 3,225 $ 2,997 $ 2,630

Interchange income 1,602 1,513 1,553 1,620 1,441

Swap fee income 651 1,339 1,112 816 669

Wealth management income 5,946 5,557 5,739 5,277 5,267

Mortgage banking activities 436 326 503 522 478

Income from life insurance

1,376 3,761 1,331 1,471 1,311

Other income 1,034 212 834 629 1,111

Investment securities gains (losses) 57 (2) 95 50 8

Total noninterest income $ 13,836 $ 15,577 $ 14,392 $ 13,382 $ 12,915

Noninterest expenses:

Salaries and employee benefits $ 22,229 $ 21,157 $ 21,980 $ 21,439 $ 21,364

Occupancy, furniture and equipment 3,887 4,221 4,017 4,075 4,211

Data processing 1,703 1,537 1,292 1,116 965

Advertising and bank promotions 1,126 683 561 154 1,077

FDIC insurance 634 549 683 652 674

Professional services 1,202 1,221 1,947 1,703 2,016

Taxes other than income 392 1,025 574 828 295

Intangible asset amortization 2,179 2,239 2,348 2,410 2,472

Merger-related expenses

— — — — 968

Other operating expenses 4,314 4,096 3,953 3,920 3,572

Total noninterest expenses $ 37,666 $ 36,728 $ 37,355 $ 36,297 $ 37,614

HISTORICAL TRENDS IN QUARTERLY FINANCIAL DATA (Unaudited)

(continued)

(In thousands) June 30,

2026 March 31,

2026 December 31,

2025 September 30,

2025 June 30,

2025

Balance Sheet at quarter end:

Cash and cash equivalents $ 144,841 $ 161,136 $ 149,774 $ 184,146 $ 149,377

Restricted investments in bank stocks 27,429 23,984 26,717 24,111 21,204

Securities available for sale 949,281 947,018 952,740 890,357 885,373

Loans held for sale, at fair value 3,639 3,366 6,090 6,026 5,206

Loans:

Commercial real estate:

Owner occupied 679,295 645,026 644,713 629,481 622,315

Non-owner occupied 1,305,379 1,322,251 1,260,198 1,254,959 1,203,038

Multi-family 229,425 216,658 236,703 234,782 239,388

Non-owner occupied residential 150,917 151,560 155,749 163,138 165,479

Agricultural 97,729 114,409 121,417 118,596 124,291

Commercial and industrial

489,247 481,815 489,371 479,929 487,063

Acquisition and development:

1-4 family residential construction 39,344 46,355 41,489 41,141 38,490

Commercial and land development 198,399 198,957 198,234 195,158 198,889

Municipal 33,950 27,744 25,302 28,664 28,693

Total commercial loans 3,223,685 3,204,775 3,173,176 3,145,848 3,107,646

Residential mortgage:

First lien 501,306 484,022 478,870 476,006 469,569

Home equity – term 5,401 5,685 5,972 5,800 5,784

Home equity – lines of credit 344,495 327,141 321,438 311,458 305,968

Other - term(1)

20,929 22,442 22,906 23,737 25,384

Installment and other loans 17,215 17,254 18,331 16,887 17,028

Total loans 4,113,031 4,061,319 4,020,693 3,979,736 3,931,379

Allowance for credit losses

(46,632) (47,463) (47,681) (48,105) (47,898)

Net loans held for investment 4,066,399 4,013,856 3,973,012 3,931,631 3,883,481

Goodwill 69,751 69,751 69,751 69,751 69,751

Other intangible assets, net 33,572 35,751 37,990 40,338 42,748

Total assets 5,612,151 5,576,972 5,542,255 5,470,233 5,387,645

Total deposits 4,620,023 4,627,424 4,528,774 4,533,560 4,516,625

FHLB advances and other borrowings and Securities sold under agreements to repurchase 282,362 225,958 299,243 241,719 166,381

Subordinated notes and trust preferred debt 8,049 37,274 37,122 36,970 69,021

Total shareholders' equity 621,650 603,184 591,535 571,936 548,448

(1) Other - term includes property assessed clean energy ("PACE") loans.

HISTORICAL TRENDS IN QUARTERLY FINANCIAL DATA (Unaudited)

(continued)

June 30,

2026 March 31,

2026 December 31,

2025 September 30,

2025 June 30,

2025

Capital and credit quality measures(1):

Total risk-based capital:

Orrstown Financial Services, Inc. 13.2 % 13.5 % 13.3 % 13.1 % 13.3 %

Orrstown Bank 13.1 % 13.6 % 13.3 % 12.9 % 13.3 %

Tier 1 risk-based capital:

Orrstown Financial Services, Inc. 12.2 % 12.0 % 11.7 % 11.3 % 11.1 %

Orrstown Bank 12.1 % 12.5 % 12.2 % 11.8 % 12.1 %

Tier 1 common equity risk-based capital:

Orrstown Financial Services, Inc. 12.0 % 11.8 % 11.5 % 11.1 % 10.9 %

Orrstown Bank 12.1 % 12.5 % 12.2 % 11.8 % 12.1 %

Tier 1 leverage capital:

Orrstown Financial Services, Inc. 10.1 % 9.7 % 9.5 % 9.3 % 9.0 %

Orrstown Bank 10.0 % 10.2 % 9.9 % 9.6 % 9.8 %

Average equity to average assets 10.97 % 10.80 % 10.51 % 10.18 % 9.97 %

Allowance for credit losses to total loans 1.13 % 1.17 % 1.19 % 1.21 % 1.22 %

Total nonaccrual loans to total loans 0.58 % 0.74 % 0.70 % 0.66 % 0.57 %

Nonperforming assets to total assets 0.44 % 0.56 % 0.51 % 0.48 % 0.42 %

Allowance for credit losses to nonaccrual loans 196 % 158 % 170 % 184 % 214 %

Other information:

Net charge-offs $ 1,169 $ 946 $ 499 $ 189 $ 115

Classified loans 49,190 57,584 58,351 64,089 65,754

Nonperforming and other risk assets:

Nonaccrual loans 23,751 30,025 28,031 26,191 22,423

Other real estate owned 1,055 1,055 — — —

Total nonperforming assets 24,806 31,080 28,031 26,191 22,423

Financial difficulty modifications still accruing

1,794 949 1,253 1,245 5,759

Loans past due 90 days or more and still accruing 853 443 1,040 497 1,312

Total nonperforming and other risk assets $ 27,453 $ 32,472 $ 30,324 $ 27,933 $ 29,494

(1) Capital ratios are estimated for the current period, subject to regulatory filings. The Company elected the three-year phase in option for the day-one impact of ASU 2016-13 for current expected credit losses ("CECL") to regulatory capital. Beginning in 2023, the Company adjusted retained earnings, allowance for credit losses includable in tier 2 capital and the deferred tax assets from temporary differences in risk weighted assets by the permitted percentage of the day-one impact from adopting the new CECL standard, which concluded at December 31, 2025. Starting with periods in 2026, the day-one impact of ASU 2016-13 was fully applied to the capital ratios.

Appendix A- Supplemental Reporting of Non-GAAP Measures and GAAP to Non-GAAP Reconciliations

Management believes providing certain other “non-GAAP” financial information will assist investors in their understanding of the effect on recent financial results from non-recurring charges.

As a result of acquisitions, the Company has intangible assets consisting of goodwill, core deposit and other intangible assets, which totaled $103.3 million and $107.7 million at June 30, 2026 and December 31, 2025, respectively. During the three and six months ended June 30, 2025, the Company incurred $1.0 million and $2.6 million in merger-related expenses, respectively. The Company did not incur merger-related or other non-recurring expenses during the three months ended June 30, 2026, March 31, 2026, December 31, 2025 and September 30, 2025.

On June 30, 2026, the Company redeemed the $31.0 million outstanding 4.50% fixed-to-floating rate subordinated notes assumed from Codorus Valley Bancorp, Inc. on July 1, 2024. During the three and six months ended June 30, 2026, the Company amortized the remaining fair value mark to interest expense as a result of the redemption, which reduced net interest margin.

Tangible book value per common share, tangible common equity, and the impact of the accelerated amortization of fair value marks on net interest margin and the efficiency ratio and merger-related expenses on net income and associated ratios, as used by the Company in this earnings release, are determined by methods other than in accordance with U.S. Generally Accepted Accounting Principles ("GAAP"). While we believe this information is a useful supplement to GAAP based measures presented in this earnings release, readers are cautioned that this non-GAAP disclosure has limitations as an analytical tool, should not be viewed as a substitute for financial measures determined in accordance with GAAP, and should not be considered in isolation or as a substitute for analysis of our results and financial condition as reported under GAAP, nor are such measures necessarily comparable to non-GAAP performance measures that may be presented by other companies. This supplemental presentation should not be construed as an inference that our future results will be unaffected by similar adjustments to be determined in accordance with GAAP.

The following tables present the computation of each non-GAAP based measure:

(In thousands)

Tangible Book Value per Common Share June 30,

2026 March 31,

2026 December 31,

2025 September 30,

2025 June 30,

2025

Shareholders' equity (most directly comparable GAAP-based measure) $ 621,650 $ 603,184 $ 591,535 $ 571,936 $ 548,448

Less: Goodwill 69,751 69,751 69,751 69,751 69,751

Other intangible assets 33,572 35,751 37,990 40,338 42,748

Related tax effect (7,050) (7,508) (7,978) (8,471) (8,977)

Tangible common equity (non-GAAP) $ 525,377 $ 505,190 $ 491,772 $ 470,318 $ 444,926

Common shares outstanding 19,670 19,611 19,507 19,501 19,536

Book value per share (most directly comparable GAAP-based measure) $ 31.60 $ 30.76 $ 30.32 $ 29.33 $ 28.07

Intangible assets per share 4.89 5.00 5.11 5.21 5.30

Tangible book value per share (non-GAAP) $ 26.71 $ 25.76 $ 25.21 $ 24.12 $ 22.77

Return on Average Common Equity June 30,

2026 March 31,

2026 December 31,

2025 September 30,

2025 June 30,

2025

Net Income $ 21,158 $ 21,809 $ 21,491 $ 21,865 $ 19,448

Average shareholders' equity $ 608,099 $ 599,330 $ 578,859 $ 551,945 $ 535,684

Less: Average goodwill 69,751 69,751 69,751 69,751 68,126

Less: Average other intangible assets, gross 34,920 37,132 39,467 41,809 44,304

Average tangible equity $ 503,428 $ 492,447 $ 469,641 $ 440,385 $ 423,254

Return on average tangible equity (non-GAAP) (1)

16.86 % 17.96 % 18.15 % 19.70 % 18.43 %

(1) - Annualized

(In thousands)

Three Months Ended Six Months Ended

Adjusted Ratios for Non-recurring Charges June 30,

2026 March 31, 2026 December 31,

2025 September 30,

2025 June 30,

2026 June 30,

2025

Net income (A) - most directly comparable GAAP-based measure $ 21,158 $ 21,809 $ 21,491 $ 21,865 $ 19,448 $ 42,967 $ 37,499

Plus: Merger-related expenses (B) — — — — 968 — 2,617

Less: Related tax effect (C) — — — — (221) — (590)

Adjusted net income (D=A+B-C) - Non-GAAP $ 21,158 $ 21,809 $ 21,491 $ 21,865 $ 20,195 $ 42,967 $ 39,526

Average assets (E) $5,542,919 $5,548,814 $5,505,311 $5,420,830 $5,374,772 $5,545,851 $5,400,094

Return on average assets (= A / E) - most directly comparable GAAP-based measure (1)

1.53 % 1.59 % 1.55 % 1.60 % 1.45 % 1.56 % 1.40 %

Return on average assets, adjusted (= D / E) - Non-GAAP (1)

n/a n/a n/a n/a 1.51 % n/a 1.48 %

Average equity (F) $ 608,099 $ 599,330 $ 578,859 $ 551,945 $ 535,684 $ 603,739 $ 529,720

Return on average equity (= A / F) - most directly comparable GAAP-based measure (1)

13.96 % 14.76 % 14.73 % 15.72 % 14.56 % 14.35 % 14.28 %

Return on average equity, adjusted (= D / F) - Non-GAAP (1)

n/a n/a n/a n/a 15.12 % n/a 15.05 %

Weighted average shares - basic (G) - most directly comparable GAAP-based measure 19,313 19,274 19,251 19,224 19,173 19,293 19,165

Basic earnings (loss) per share (= A / G) - most directly comparable GAAP-based measure $ 1.10 $ 1.13 $ 1.12 $ 1.14 $ 1.01 $ 2.23 $ 1.96

Basic earnings per share, adjusted (= D / G) - Non-GAAP n/a n/a n/a n/a $ 1.05 n/a $ 2.06

Weighted average shares - diluted (H) - most directly comparable GAAP-based measure 19,432 19,410 19,384 19,364 19,342 19,421 19,335

Diluted earnings (loss) per share (= A / H) - most directly comparable GAAP-based measure $ 1.09 $ 1.12 $ 1.11 $ 1.13 $ 1.01 $ 2.21 $ 1.94

Diluted earnings per share, adjusted (= D / H) - Non-GAAP n/a n/a n/a n/a $ 1.04 n/a $ 2.04

continued

Three Months Ended Six Months Ended

June 30,

2026 March 31, 2026 December 31,

2025 September 30,

2025 June 30,

2026 June 30,

2025

Noninterest expense (I) - most directly comparable GAAP-based measure $ 37,666 $ 36,728 $ 37,355 $ 36,297 $ 37,614 $ 74,394 $ 75,790

Less: Merger-related expenses (B) — — — — (968) — (2,617)

Adjusted noninterest expense (J = I - B) - Non-GAAP $ 37,666 $ 36,728 $ 37,355 $ 36,297 $ 36,646 $ 74,394 $ 73,173

Net interest income (K) $ 48,831 $ 49,005 $ 50,531 $ 50,988 $ 49,512 $ 97,836 $ 98,273

Noninterest income (L) 13,836 15,577 14,392 13,382 12,915 29,413 24,539

Total operating income (M = K + L) - most directly comparable GAAP-based measure $ 62,667 $ 64,582 $ 64,923 $ 64,370 $ 62,427 $ 127,249 $ 122,812

Plus: Accelerated amortization of fair value mark on redeemed subordinated notes (N) 1,624 — — — — 1,624 —

Adjusted total operating income (O = M + N) - Non-GAAP $ 64,291 $ 64,582 $ 64,923 $ 64,370 $ 62,427 $ 128,873 $ 122,812

Efficiency ratio (= I / M) - most directly comparable GAAP-based measure 60.1 % 56.9 % 57.5 % 56.4 % 60.3 % 58.5 % 61.7 %

Efficiency ratio, adjusted (= J / N) - Non-GAAP 58.6 % n/a n/a n/a 58.7 % 57.7 % 59.6 %

(1) Annualized

Three Months Ended June 30, 2026

Average Balance - most directly comparable GAAP-based measure Taxable-Equivalent Interest -

most directly comparable GAAP-based measure Less: accelerated amortization on fair value mark from subordinated notes redemption Adjusted Taxable-Equivalent Interest -

Non-GAAP Taxable-Equivalent Rate - most directly comparable GAAP-based measure Adjusted Taxable-Equivalent Rate -

Non-GAAP

Total interest-earning assets $ 5,117,006 $ 75,277 $ — $ 75,277 5.90 % 5.90 %

Total interest-bearing liabilities $ 3,963,461 $ 25,871 $ (1,624) $ 24,247 2.62 % 2.45 %

Taxable-equivalent net interest income / net interest spread $ 49,406 $ 1,624 $ 51,030 3.28 % 3.45 %

Taxable-equivalent net interest margin 3.87 % 4.00 %

Six Months Ended June 30, 2026

Average Balance - most directly comparable GAAP-based measure Taxable-Equivalent Interest -

most directly comparable GAAP-based measure Less: accelerated amortization on fair value mark from subordinated notes redemption Adjusted Taxable-Equivalent Interest -

Non-GAAP Taxable-Equivalent Rate - most directly comparable GAAP-based measure Adjusted Taxable-Equivalent Rate -

Non-GAAP

Total interest-earning assets $ 5,120,999 $ 150,207 $ — $ 150,207 5.90 % 5.90 %

Total interest-bearing liabilities $ 3,986,580 $ 51,230 $ (1,624) $ 49,606 2.59 % 2.51 %

Taxable-equivalent net interest income / net interest spread $ 98,977 $ 1,624 $ 100,601 3.31 % 3.40 %

Taxable-equivalent net interest margin 3.89 % 3.95 %

Appendix B- Investment Portfolio Concentrations

The following table summarizes the credit ratings and collateral associated with the Company's investment security portfolio, excluding equity securities, at June 30, 2026:

(In thousands)

Sector Portfolio Mix Amortized Book Fair Value Credit Enhancement AAA AA A BBB BB NR Collateral / Guarantee Type

Unsecured ABS — % $ 2,327 $ 2,254 30 % — % — % — % — % — % 100 % Unsecured Consumer Debt

Student Loan ABS — 2,553 2,548 33 — — — — — 100 Seasoned Student Loans

Federal Family Education Loan ABS 7 66,511 66,295 12 — 49 31 7 13 —

Federal Family Education Loan (1)

PACE Loan ABS — 1,602 1,469 8 100 — — — — —

PACE Loans (2)

Non-Agency CMBS 3 29,576 29,437 29 — — — — — 100

Non-Agency RMBS 5 42,114 41,031 20 94 6 — — — —

Reverse Mortgages (3)

Municipal - General Obligation 10 99,568 93,435 16 78 6 — — —

Municipal - Revenue 12 119,287 110,693 — 75 19 — — 6

SBA ReRemic (5)

— 1,226 1,214 — 100 — — — —

SBA Guarantee (4)

Small Business Administration — 2,648 2,699 — 100 — — — —

SBA Guarantee (4)

Agency MBS 25 238,301 234,635 — 100 — — — —

Residential Mortgages (4)

Agency CMO 36 351,736 348,092 — 100 — — — —

U.S. Treasury securities 2 15,012 14,206 — 100 — — — —

U.S. Government Guarantee (4)

Corporate bonds — 953 975 — — — 100 — —

100 % $ 973,414 $ 948,983 6 % 83 % 5 % 1 % 1 % 4 %

(1) 97% guaranteed by U.S. government

(2) PACE acronym represents Property Assessed Clean Energy loans

(3) Non-agency reverse mortgages with current structural credit enhancements

(4) Guaranteed by U.S. government or U.S. government agencies

(5) SBA ReRemic acronym represents Re-Securitization of Real Estate Mortgage Investment Conduits

Note: Ratings in table are the lowest of the six rating agencies (Standard & Poor's, Moody's, Fitch, Morningstar, DBRS and Kroll Bond Rating Agency). Standard & Poor's rates U.S. government obligations at AA+.

About the Company

With $5.6 billion in assets, Orrstown Financial Services, Inc. and its wholly-owned subsidiary, Orrstown Bank, provide a wide range of consumer and business financial services in Berks, Cumberland, Dauphin, Franklin, Lancaster, Perry and York Counties, Pennsylvania and Anne Arundel, Baltimore, Harford, Howard, and Washington Counties, Maryland, as well as Baltimore City, Maryland. The Company’s lending area also includes counties in Pennsylvania, Maryland, Delaware, Virginia and West Virginia within a 75-mile radius of the Company's executive and administrative offices as well as the District of Columbia. Orrstown Bank is an Equal Housing Lender and its deposits are insured up to the legal maximum by the FDIC. Orrstown Financial Services, Inc.’s common stock is traded on Nasdaq (ORRF). For more information about Orrstown Financial Services, Inc. and Orrstown Bank, visit www.orrstown.com.

Cautionary Note Regarding Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Forward-looking statements reflect the current views of the Company's management with respect to, among other things, future events and the Company's financial performance. These statements are often, but not always, made through the use of words or phrases such as “may,” “should,” “could,” “predict,” “potential,” “believe,” “will likely result,” “expect,” “continue,” “will,” “anticipate,” “seek,” “estimate,” “intend,” “plan,” “project,” “forecast,” “goal,” “target,” “would” and “outlook,” or the negative variations of those words or other comparable words of a future or forward-looking nature. These forward-looking statements are not historical facts, and are based on current expectations, estimates, predictions or projections about events or the Company's industry, management’s beliefs and certain assumptions made by management, many of which, by their nature, are inherently uncertain and beyond the Company's control. Accordingly, the Company cautions you that any such forward-looking statements are not guarantees of future performance and are subject to risks, assumptions and uncertainties that are difficult to predict. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable as of the date made, actual results may prove to be materially different from the results expressed or implied by the forward-looking statements and there can be no assurances that the Company will achieve the desired level of new business development and new loans, growth in the balance sheet and fee-based revenue lines of business, cost savings initiatives and continued reductions in risk assets or mitigation of losses in the future. Factors which could cause the actual results to differ from those expressed or implied by the forward-looking statements include, but are not limited to, the following: interest rate changes or volatility; general economic conditions (including inflation and concerns about liquidity) on a national basis or in the local markets in which the Company operates; ineffectiveness of the Company’s strategic growth plan due to changes in current or future market conditions; the effects of competition and how it may impact our community banking model, including industry consolidation and development of competing financial products and services; changes in consumer behavior due to changing political, business and economic conditions, or legislative or regulatory initiatives; changes in, and evolving interpretations of, existing and future laws and regulations; changes in credit quality; inability to raise capital, if necessary, under favorable conditions; volatility in the securities markets; the demand for our products and services; deteriorating economic conditions; geopolitical tensions; operational risks including, but not limited to, cybersecurity incidents, fraud, natural disasters and future pandemics; expenses associated with litigation and legal proceedings; and other risks and uncertainties, including those detailed in our Annual Report on Form 10-K for the year ended December 31, 2025 under the sections titled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and in subsequent filings made with the Securities and Exchange Commission.

The foregoing list of factors is not exhaustive. If one or more events related to these or other risks or uncertainties materializes, or if the Company's underlying assumptions prove to be incorrect, actual results may differ materially from what the Company anticipates. Accordingly, you should not place undue reliance on any such forward-looking statements. Any forward-looking statement speaks only as of the date on which it is made, and the Company disclaims any obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise. New risks and uncertainties arise from time to time, and it is not possible for the Company to predict those events or how they may affect it. In addition, the Company cannot assess the impact of each factor on its business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. All forward-looking statements, expressed or implied, included in this press release are expressly qualified in their entirety by this cautionary statement. This cautionary statement should also be considered in connection with any subsequent written or oral forward-looking statements that the Company or persons acting on the Company's behalf may issue.

The review period for subsequent events extends up to and includes the filing date of a public company’s financial statements, when filed with the Securities and Exchange Commission. Accordingly, the consolidated financial information presented in this announcement is subject to change. Annualized, pro forma, projected and estimated numbers in this document are used for illustrative purposes only and are not forecasts and may not reflect actual results.

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