Form 8-K

8-K — ORRSTOWN FINANCIAL SERVICES INC

Accession: 0001628280-26-066606

Filed: 2026-10-21

Period: 2026-10-20

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-20261020.htm (Primary)

EX-99.1 (ex9912026-q3earningsrelease.htm)

EX-99.2 (ex992-investorpresentation.htm)

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8-K

8-K (Primary)

Filename: orrf-20261020.htm · Sequence: 1

orrf-20261020

0000826154False00008261542026-10-202026-10-20

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):

October 20, 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 October 20, 2026, Orrstown Financial Services, Inc. (the “Company”) issued a press release to report earnings for the quarter ended September 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 November 10, 2026 to shareholders of record as of November 3, 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 October 20, 2026

99.2

Investor Presentation of Orrstown Financial Services, Inc. issued October 21, 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:October 21, 2026 By: /s/ Neelesh Kalani

Neelesh Kalani

Executive Vice President and Chief Financial Officer

(Duly Authorized Representative)

EX-99.1

Filename: ex9912026-q3earningsrelease.htm · Sequence: 2

Document

Exhibit 99.1

FOR IMMEDIATE RELEASE:

Orrstown Financial Services, Inc. Reports Third Quarter 2026 Results

•Net income of $22.8 million, or $1.17 per diluted share, for the three months ended September 30, 2026 compared to net income of $21.2 million, or $1.09 per diluted share, for the three months ended June 30, 2026;

•Net interest margin, on a tax equivalent basis, increased by 25 basis points to 4.12% in the third quarter of 2026 compared to 3.87% 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;

•Return on average assets was 1.60% and return on average equity was 14.62% for the three months ended September 30, 2026, compared to 1.53% and 13.96%, respectively, for the three months ended June 30, 2026;

•Total loans increased by $95.3 million, or 9% annualized, from June 30, 2026 to September 30, 2026; classified loans decreased by 8% during the third quarter of 2026; nonaccrual loans to total loans decreased to 0.54% at September 30, 2026 from 0.58% at June 30, 2026;

•Total deposits decreased by $38.1 million, or 3% annualized, from June 30, 2026 to September 30, 2026;

•Efficiency ratio was 56.0% for the three months ended September 30, 2026 compared to 60.1% for the three months ended June 30, 2026;

•Federal income tax credits purchased resulted in a $0.4 million income tax benefit for the third quarter of 2026 compared to an income tax benefit of $1.6 million from tax credit purchases during the second quarter of 2026;

•The Board of Directors declared a cash dividend of $0.30 per common share, payable November 10, 2026, to shareholders of record as of November 3, 2026.

HARRISBURG, PA (October 20, 2026) -- Orrstown Financial Services, Inc. (the "Company") (NASDAQ: ORRF), the parent company of Orrstown Bank (the “Bank”), announced earnings for the three and nine months ended September 30, 2026. Net income totaled $22.8 million for the three months ended September 30, 2026, compared to net income of $21.2 million and $21.9 million for the three months ended June 30, 2026 and September 30, 2025, respectively. Diluted earnings per share was $1.17 for the three months ended September 30, 2026, compared to $1.09 and $1.13 for the three months ended June 30, 2026 and September 30, 2025, respectively.

Adam L. Metz, President and Chief Executive Officer, said, “Orrstown delivered strong third quarter results, with diluted earnings per common share of $1.17 and a return on average assets of 1.60%. The quarter demonstrated solid execution across the franchise, including a 25 basis point increase in net interest margin to 4.12%, a 56.0% efficiency ratio and 9% annualized loan growth. We also continued to see favorable trends in credit quality, with both classified loans and nonaccrual loans declining during the quarter. Our results reflect the progress we are making in growing core net interest income while actively managing funding costs and the declining benefit of purchase accounting accretion from our previous merger. Although the economic, interest rate and competitive environments remain dynamic, we enter the remainder of the year from a position of strength and are confident in our ability to execute across a range of economic conditions.”

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

DISCUSSION OF RESULTS

Balance Sheet

Loans

Loans held for investment increased by $95.3 million, or approximately 9% annualized, from $4.1 billion at June 30, 2026 to $4.2 billion at September 30, 2026. Commercial loans increased by $45.4 million, or approximately 6% annualized, from June 30, 2026 to September 30, 2026, with particularly strong growth in the commercial and industrial segment. Home equity lines of credit increased by $31.6 million, or approximately 36% annualized, which included purchases with a principal balance totaling $15.5 million. The retail teams have been successful in recent efforts over the past several quarters to drive growth in this category. First lien residential mortgages increased by $17.0 million, or approximately 13% annualized.

Investment Securities

Investment securities, all of which are classified as available-for-sale, decreased by $29.9 million to $919.4 million at September 30, 2026 from $949.3 million at June 30, 2026. During the three months ended September 30, 2026, net unrealized losses on investment securities increased by $41.6 million as a result of widening spreads and a rise in interest rates. The Bank purchased $34.9 million of investment securities, consisting of $24.9 million of agency mortgage backed securities and collateralized mortgage obligations and $10.0 million of non-agency collateralized mortgage obligations during the third quarter of 2026. The remaining change in investment securities during the quarter was due primarily to paydowns of $24.2 million, partially offset by net accretion of $1.4 million. The overall duration of the Company's investment securities portfolio was 4.2 years at September 30, 2026 compared to 4.5 years at June 30, 2026. See Appendix B for a summary of the Bank's investment securities at September 30, 2026, highlighting their concentrations and credit ratings.

Deposits

During the third quarter of 2026, deposits decreased by $38.1 million, or 3% annualized, and totaled $4.6 billion at both September 30, 2026 and June 30, 2026. Time deposits, interest-bearing demand deposits, non-interest bearing deposits and savings deposits decreased by $28.1 million, $25.1 million, $24.8 million and $8.7 million, respectively. The decreases were primarily due to normal seasonal activity as well as time deposit maturities. These decreases were partially offset by a $48.6 million increase in money market deposits resulting from both promotional activities and the purchase of $25.1 million of brokered deposits. The Bank's loan-to-deposit ratio was 92% at September 30, 2026 compared to 89% at June 30, 2026.

Borrowings

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 $417.3 million at September 30, 2026 compared to $274.8 million at June 30, 2026. The higher utilization of borrowings during the third quarter of 2026 was primarily to fund loan growth. 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 $1.7 billion at September 30, 2026.

Income Statement

Net Interest Income and Margin

Net interest income increased by $4.5 million to $53.3 million for the three months ended September 30, 2026 compared to $48.8 million for the three months ended June 30, 2026. The net interest margin, on a tax equivalent basis, increased by 25 basis points to 4.12% in the third quarter of 2026 from 3.87% in the second quarter of 2026. The yield on interest-earning assets increased by eight basis points and the cost of deposits decreased by five basis points during the three months ended September 30, 2026 compared to the three months ended June 30, 2026. In addition, the net interest margin in the second quarter of 2026 includes the $1.6 million accelerated amortization expense of the subordinated notes' fair value mark. 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.

Interest income on loans, on a tax equivalent basis, increased by $3.2 million to $66.7 million for the three months ended September 30, 2026 compared to $63.5 million for the three months ended June 30, 2026. Average loans increased by $92.6 million during the three months ended September 30, 2026 compared to the three months ended June 30, 2026. Interest income on loans includes accretion on purchase accounting marks of $3.9 million for the three months ended September 30, 2026 compared to $4.3 million for the three months ended June 30, 2026. Prepayment fee income on loans increased by $335 thousand during the third quarter of 2026 compared to the second quarter of 2026.

Interest expense, on a tax equivalent basis, decreased by $1.5 million to $24.4 million for the three months ended September 30, 2026 compared to $25.9 million for the three months ended June 30, 2026. Borrowing costs decreased by $1.1 million during the three months ended September 30, 2026 compared to the three months ended June 30, 2026 primarily due to the accelerated amortization of the remaining subordinated debt fair value mark of $1.6 million during the second quarter of 2026.

The cost of deposits decreased by five basis points during the three months ended September 30, 2026 compared to the three months ended June 30, 2026. Average interest-bearing deposits decreased by $27.9 million during the three months ended September 30, 2026 compared to the three months ended June 30, 2026. Average FHLB advances and other borrowings increased by $130.6 million from the three months ended June 30, 2026 to the three months ended September 30, 2026 driven by loan growth in addition to maintaining sufficient liquidity due to seasonal deposit activity during the third quarter of 2026.

Provision for Credit Losses on Loans

The allowance for credit losses ("ACL") on loans increased to $46.8 million at September 30, 2026 from $46.6 million at June 30, 2026. The ACL to total loans was 1.11% at September 30, 2026 compared to 1.13% at June 30, 2026. The Company recorded provision expense on loans of $1.1 million for the three months ended September 30, 2026 compared to $0.4 million for the three months ended June 30, 2026. The increase in provision expense resulted from strong loan growth, net charge-offs and updates to our qualitative factors, partially offset by a favorable GDP forecast and macroeconomic conditions. Net charge-offs were $1.0 million during the three months ended September 30, 2026 compared to $1.2 million during the three months ended June 30, 2026.

Classified loans decreased by $4.0 million to $45.2 million at September 30, 2026 from $49.2 million at June 30, 2026 due to repayments of $5.3 million and charge-offs of $1.0 million, partially offset by net downgrades of $2.3 million. Nonaccrual loans totaled $22.9 million at September 30, 2026 compared to $23.8 million at June 30, 2026. The decrease of $0.9 million in nonaccrual loans was due to repayments of $1.5 million and net charge offs totaling $1.0 million, partially offset by loans placed on nonaccrual status of $1.6 million. Nonaccrual loans to total loans decreased to 0.54% at September 30, 2026 from 0.58% at June 30, 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 $0.4 million to $13.4 million for the three months ended September 30, 2026 from $13.8 million for the three months ended June 30, 2026.

Swap fee income decreased by $0.3 million to $0.4 million for the three months ended September 30, 2026 compared to $0.7 million for the three months ended June 30, 2026. Swap fee income will fluctuate based on market conditions and client demand.

Mortgage banking income decreased by $0.2 million to $0.2 million for the three months ended September 30, 2026 from $0.4 million for the three months ended June 30, 2026. The decrease was due to a reduction in loan sale activity and a decrease in the fair value adjustment of loans held-for-sale and in the pipeline due to rising market interest rates.

Wealth management income was $6.0 million for the three months ended September 30, 2026 compared to $5.9 million for the three months ended June 30, 2026.

Noninterest Expenses

Noninterest expenses decreased by $0.4 million to $37.3 million for the three months ended September 30, 2026 from $37.7 million in the three months ended June 30, 2026.

Professional services expense decreased by $0.2 million to $1.0 million for the three months ended September 30, 2026 compared to $1.2 million for the three months ended June 30, 2026. The Company continues to focus on reducing third-party utilization.

Other operating expenses decreased by $0.4 million to $3.9 million for the three months ended September 30, 2026 compared to $4.3 million for the three months ended June 30, 2026. This was due primarily to an increase of $0.5 million in mark-to-market gains on non-hedging derivatives from the second quarter of 2026 to the third quarter of 2026.

Salaries and benefits expense increased by $0.2 million to $22.4 million for the three months ended September 30, 2026 compared to $22.2 million for the three months ended June 30, 2026. The third quarter of 2026 reflects a full quarter impact from the increase in merit-based salaries that went into effect in May 2026 and the impact of one extra day compared to the prior quarter.

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

Income Taxes

The Company's effective tax rate was 19.4% for the third quarter of 2026 compared to 14.2% for the second quarter of 2026. The Company's effective tax rate for the three months ended September 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 $0.4 million. During the three months ended June 30, 2026, the Company purchased federal income tax credits, which reduced income tax expense by $1.6 million. In addition, the effective tax rate for both periods 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. The Company regularly analyzes its projected taxable income and makes adjustments to the provision for income taxes accordingly.

Capital

Shareholders’ equity totaled $605.2 million at September 30, 2026 compared to $621.7 million at June 30, 2026. The decrease of $16.5 million is primarily due to other comprehensive losses of $34.5 million and dividends of $5.9 million, partially offset by net income of $22.8 million and share-based compensation activity of $1.1 million. The change in other comprehensive losses is primarily due to the increase in net unrealized losses on investment securities caused by the widening of spreads and a rise in interest rates.

Tangible book value per common share(1) was $25.96 at September 30, 2026 compared to $26.71 at June 30, 2026. The Company's tangible common equity ratio was 9.1% of total tangible assets at September 30, 2026 compared to 9.5% at June 30, 2026. Return on average tangible common equity per common share(1) was 17.52% for the three months ended

September 30, 2026 compared to 16.86% for the three months ended June 30, 2026. The decreases in tangible book value per common share and the tangible common equity ratio were primarily due to the decrease in shareholders' equity caused by the increase in net unrealized losses on investment securities.

The Company's tier 1 common equity, tier 1 capital and total risk-based capital ratios were 12.1%, 12.3% and 13.3%, respectively, at September 30, 2026 compared to 12.0%, 12.2% and 13.2%, respectively, at June 30, 2026. The Company's Tier 1 leverage ratio increased to 10.2% at September 30, 2026 compared to 10.1% at June 30, 2026.

At September 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.

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

Investor Relations Contact:

Neelesh Kalani

Executive Vice President, Chief Financial Officer

Phone (717) 510-7097

FINANCIAL HIGHLIGHTS (Unaudited)

Three Months Ended

Nine Months Ended

September 30, September 30, September 30, September 30,

(In thousands) 2026 2025 2026 2025

Profitability for the period:

Net interest income $ 53,320 $ 50,988 $ 151,156 $ 149,261

Provision for credit losses - loans 1,126 396 2,192 51

Recovery of credit losses - unfunded loan commitments (84) — (460) (100)

Noninterest income 13,378 13,382 42,791 37,921

Noninterest expenses 37,334 36,297 111,728 112,087

Income before income tax expense 28,322 27,677 80,487 75,144

Income tax expense 5,507 5,812 14,705 15,780

Net income available to common shareholders $ 22,815 $ 21,865 $ 65,782 $ 59,364

Financial ratios:

Return on average assets (1)

1.60 % 1.60 % 1.58 % 1.47 %

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

n/a n/a n/a 1.52 %

Return on average equity (1)

14.62 % 15.72 % 14.44 % 14.77 %

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

n/a n/a n/a 15.28 %

Net interest margin (1)

4.12 % 4.11 % 3.97 % 4.06 %

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

n/a n/a 4.01 % n/a

Efficiency ratio 56.0 % 56.4 % 57.6 % 59.9 %

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

n/a n/a 57.1 % 58.5 %

Income per common share:

Basic $ 1.18 $ 1.14 $ 3.40 $ 3.09

Basic, adjusted (3)(4)

n/a n/a n/a $ 3.20

Diluted $ 1.17 $ 1.13 $ 3.38 $ 3.07

Diluted, adjusted (3)(4)

n/a n/a n/a $ 3.17

Average equity to average assets 10.98 % 10.18 % 10.92 % 9.94 %

(1) Annualized for the three and nine months ended September 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 nine months ended September 30, 2026.

(3) Ratio has been adjusted for the merger-related expenses for the nine months ended September 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)

September 30, December 31,

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

At period-end:

Total assets $ 5,707,243 $ 5,542,255

Loans, net of allowance for credit losses 4,161,598 3,973,012

Loans held-for-sale, at fair value 3,924 6,090

Securities available for sale, at fair value 919,448 952,740

Total deposits 4,581,910 4,528,774

FHLB advances and other borrowings and Securities sold under agreements to repurchase 417,252 299,243

Subordinated notes and trust preferred debt 8,109 37,122

Shareholders' equity 605,200 591,535

Credit quality and capital ratios (1):

Allowance for credit losses to total loans 1.11 % 1.19 %

Total nonaccrual loans to total loans 0.54 % 0.70 %

Nonperforming assets to total assets 0.40 % 0.51 %

Allowance for credit losses to nonaccrual loans 204 % 170 %

Total risk-based capital:

Orrstown Financial Services, Inc. 13.3 % 13.3 %

Orrstown Bank 13.2 % 13.3 %

Tier 1 risk-based capital:

Orrstown Financial Services, Inc. 12.3 % 11.7 %

Orrstown Bank 12.2 % 12.2 %

Tier 1 common equity risk-based capital:

Orrstown Financial Services, Inc. 12.1 % 11.5 %

Orrstown Bank 12.2 % 12.2 %

Tier 1 leverage capital:

Orrstown Financial Services, Inc. 10.2 % 9.5 %

Orrstown Bank 10.1 % 9.9 %

Book value per common share $ 30.77 $ 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 September 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) September 30, 2026 December 31, 2025

Assets

Cash and due from banks $ 48,690 $ 42,083

Interest-bearing deposits with banks 76,956 107,691

Cash and cash equivalents 125,646 149,774

Restricted investments in bank stocks 32,514 26,717

Securities available for sale (amortized cost of $985,444 and $972,138 at September 30, 2026 and December 31, 2025, respectively)

919,448 952,740

Loans held for sale, at fair value 3,924 6,090

Loans 4,208,373 4,020,693

Less: Allowance for credit losses (46,775) (47,681)

Net loans 4,161,598 3,973,012

Premises and equipment, net 49,948 51,029

Cash surrender value of life insurance 148,345 146,994

Goodwill 69,751 69,751

Other intangible assets, net 31,457 37,990

Accrued interest receivable 20,733 21,473

Deferred tax assets, net 43,126 33,931

Other assets 100,753 72,754

Total assets $ 5,707,243 $ 5,542,255

Liabilities

Deposits:

Noninterest-bearing $ 896,069 $ 870,906

Interest-bearing 3,685,841 3,657,868

Total deposits 4,581,910 4,528,774

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

FHLB advances and other borrowings 417,252 274,701

Subordinated notes and trust preferred debt 8,109 37,122

Other liabilities 94,772 85,581

Total liabilities 5,102,043 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; 19,706,971 shares issued and 19,670,559 outstanding at September 30, 2026; 19,711,628 shares issued and 19,507,208 outstanding at December 31, 2025

1,026 1,026

Additional paid—in capital 422,956 424,596

Retained earnings 234,886 186,752

Accumulated other comprehensive loss (52,318) (15,201)

Treasury stock— 36,412 and 204,420 shares, at cost at September 30, 2026 and December 31, 2025, respectively

(1,350) (5,638)

Total shareholders’ equity 605,200 591,535

Total liabilities and shareholders’ equity $ 5,707,243 $ 5,542,255

ORRSTOWN FINANCIAL SERVICES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited)

Three Months Ended

Nine Months Ended

September 30, September 30, September 30, September 30,

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

Interest income

Loans $ 66,454 $ 65,751 $ 192,764 $ 192,219

Investment securities - taxable 9,901 9,367 29,658 27,717

Investment securities - tax-exempt 814 881 2,537 2,634

Short-term investments 567 1,123 1,843 4,904

Total interest income 77,736 77,122 226,802 227,474

Interest expense

Deposits 21,269 22,639 64,942 69,754

Securities sold under agreements to repurchase and federal funds purchased 6 107 132 297

FHLB advances and other borrowings 2,931 1,791 6,921 3,939

Subordinated notes and trust preferred debt 210 1,597 3,651 4,223

Total interest expense 24,416 26,134 75,646 78,213

Net interest income 53,320 50,988 151,156 149,261

Provision for credit losses - loans 1,126 396 2,192 51

Recovery of credit losses - unfunded loan commitments (84) — (460) (100)

Net interest income after net provision for (recovery of) credit losses 52,278 50,592 149,424 149,310

Noninterest income

Service charges 2,916 2,997 8,521 8,022

Interchange income 1,597 1,620 4,712 4,488

Swap fee income 436 816 2,426 1,879

Wealth management income 5,968 5,277 17,471 15,959

Mortgage banking activities 212 522 974 1,302

Income from life insurance 1,410 1,471 6,547 4,071

Investment securities gains 15 50 70 71

Other income 824 629 2,070 2,129

Total noninterest income 13,378 13,382 42,791 37,921

Noninterest expenses

Salaries and employee benefits 22,400 21,439 65,786 63,191

Occupancy, furniture and equipment 4,109 4,075 12,217 12,961

Data processing 1,752 1,116 4,992 3,005

Advertising and bank promotions 423 154 2,232 1,730

FDIC insurance 627 652 1,810 2,150

Professional services 1,015 1,703 3,438 5,545

Taxes other than income 1,022 828 2,439 2,065

Intangible asset amortization 2,115 2,410 6,533 7,417

Merger-related expenses

— — — 2,617

Restructuring expenses — — — 91

Other operating expenses 3,871 3,920 12,281 11,315

Total noninterest expenses 37,334 36,297 111,728 112,087

Income before income tax expense 28,322 27,677 80,487 75,144

Income tax expense 5,507 5,812 14,705 15,780

Net income $ 22,815 $ 21,865 $ 65,782 $ 59,364

continued

Three Months Ended

Nine Months Ended

September 30, September 30, September 30, September 30,

2026 2025 2026 2025

Share information:

Basic earnings per share $ 1.18 $ 1.14 $ 3.40 $ 3.09

Diluted earnings per share $ 1.17 $ 1.13 $ 3.38 $ 3.07

Dividends paid per share $ 0.30 $ 0.27 $ 0.90 $ 0.79

Weighted average shares - basic 19,380 19,224 19,323 19,185

Weighted average shares - diluted 19,504 19,364 19,449 19,345

ANALYSIS OF NET INTEREST INCOME

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

Three Months Ended

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

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 $ 62,164 $ 567 3.62 % $ 69,784 $ 639 3.67 % $ 70,086 $ 637 3.69 % $ 103,886 $ 1,017 3.88 % $ 101,728 $ 1,123 4.38 %

Investment securities (1)(2)

973,344 11,064 4.54 971,932 11,096 4.57 984,060 11,079 4.51 976,957 11,177 4.58 906,399 10,593 4.67

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

4,167,877 66,679 6.35 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

Total interest-earning assets 5,203,385 78,310 5.98 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

Other assets 436,997 425,913 423,779 426,626 433,659

Total assets $ 5,640,382 $ 5,542,919 $ 5,548,814 $ 5,505,311 $ 5,420,830

Liabilities and Shareholders' Equity

Interest-bearing demand deposits

$ 2,593,059 13,681 2.09 $ 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

Savings deposits

254,541 126 0.20 260,712 128 0.20 259,585 143 0.22 262,240 164 0.25 264,761 164 0.25

Time deposits 863,559 7,462 3.43 900,412 7,930 3.53 906,875 8,047 3.60 912,611 8,342 3.63 897,416 8,330 3.68

Total interest-bearing deposits 3,711,159 21,269 2.27 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

Securities sold under agreements to repurchase and federal funds purchased 2,535 6 0.85 12,024 29 0.98 23,674 97 1.66 27,348 105 1.52 27,772 107 1.53

FHLB advances and other borrowings 306,346 2,931 3.80 175,734 1,635 3.73 248,357 2,355 3.85 238,806 2,371 3.94 168,939 1,791 4.21

Subordinated notes and trust preferred debt (6)

8,069 210 10.29 36,664 2,520 27.57 37,175 921 10.05 37,023 669 7.17 68,749 1,597 9.21

Total interest-bearing liabilities 4,028,109 24,416 2.40 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

Noninterest-bearing demand deposits 910,748 889,378 850,415 882,552 902,128

Other liabilities 82,378 81,981 89,112 93,977 89,086

Total liabilities 5,021,235 4,934,820 4,949,484 4,926,452 4,868,885

Shareholders' equity 619,147 608,099 599,330 578,859 551,945

Total $ 5,640,382 $ 5,542,919 $ 5,548,814 $ 5,505,311 $ 5,420,830

Taxable-equivalent net interest income / net interest spread 53,894 3.58 % 49,406 3.28 % 49,571 3.35 % 51,100 3.43 % 51,557 3.52 %

Taxable-equivalent net interest margin 4.12 % 3.87 % 3.90 % 4.00 % 4.11 %

Taxable-equivalent adjustment (574) (575) (566) (569) (569)

Net interest income $ 53,320 $ 48,831 $ 49,005 $ 50,531 $ 50,988

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

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 $3.9 million, $4.3 million, $4.2 million, $4.7 million and $5.3 million for the three months ended September 30, 2026, June 30, 2026, March 31, 2026, December 31, 2025 and September 30, 2025, respectively.

(6) Interest expense includes accelerated amortization of the of the fair value mark from the redeemed subordinated notes of $1.6 million for the three months ended June 30, 2026.

ANALYSIS OF NET INTEREST INCOME

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

(continued)

Nine Months Ended

September 30, 2026 September 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 $ 67,316 $ 1,843 3.66 % $ 146,688 $ 4,904 4.47 %

Investment securities (1)(2)

976,406 33,238 4.54 892,033 31,379 4.69

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

4,105,041 193,435 6.30 3,928,159 192,858 6.56

Total interest-earning assets 5,148,763 228,516 5.93 4,966,880 229,141 6.17

Other assets 428,944 440,153

Total assets $ 5,577,707 $ 5,407,033

Liabilities and Shareholders' Equity

Interest-bearing demand deposits

$ 2,568,637 41,105 2.14 $ 2,462,336 42,181 2.29

Savings deposits

258,261 398 0.21 268,966 494 0.25

Time deposits 890,123 23,439 3.52 927,232 27,079 3.90

Total interest-bearing deposits 3,717,021 64,942 2.34 3,658,534 69,754 2.55

Securities sold under agreements to repurchase and federal funds purchased 12,667 132 1.39 26,623 297 1.49

FHLB advances and other borrowings 243,691 6,921 3.80 128,827 3,939 4.09

Subordinated notes and trust preferred debt (6)

27,196 3,651 17.95 68,799 4,223 8.21

Total interest-bearing liabilities 4,000,575 75,646 2.53 3,882,783 78,213 2.69

Noninterest-bearing demand deposits 883,735 898,015

Other liabilities 84,466 89,025

Total liabilities 4,968,776 4,869,823

Shareholders' equity 608,931 537,210

Total liabilities and shareholders' equity $ 5,577,707 $ 5,407,033

Taxable-equivalent net interest income / net interest spread 152,870 3.40 % 150,928 3.47 %

Taxable-equivalent net interest margin 3.97 % 4.06 %

Taxable-equivalent adjustment (1,714) (1,667)

Net interest income $ 151,156 $ 149,261

Ratio of average interest-earning assets to average interest-bearing liabilities 129 % 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 $12.4 million and $16.7 million for the nine months ended September 30, 2026 and 2025, respectively.

(6) Interest expense includes accelerated amortization of the of the fair value mark from the redeemed subordinated notes of $1.6 million for the nine months ended September 30, 2026.

ORRSTOWN FINANCIAL SERVICES, INC.

HISTORICAL TRENDS IN QUARTERLY FINANCIAL DATA (Unaudited)

(In thousands) September 30,

2026 June 30,

2026 March 31,

2026 December 31,

2025 September 30,

2025

Profitability for the quarter:

Net interest income $ 53,320 $ 48,831 $ 49,005 $ 50,531 $ 50,988

Net provision for credit losses on loans and unfunded loan commitments 1,042 338 352 75 396

Noninterest income 13,378 13,836 15,577 14,392 13,382

Noninterest expenses 37,334 37,666 36,728 37,355 36,297

Income before income taxes 28,322 24,663 27,502 27,493 27,677

Income tax expense 5,507 3,505 5,693 6,002 5,812

Net income $ 22,815 $ 21,158 $ 21,809 $ 21,491 $ 21,865

Financial ratios:

Return on average assets (1)

1.60 % 1.53 % 1.59 % 1.55 % 1.60 %

Return on average equity (1)

14.62 % 13.96 % 14.76 % 14.73 % 15.72 %

Net interest margin (1)

4.12 % 3.87 % 3.90 % 4.00 % 4.11 %

Net interest margin, adjusted (1)(2)(3)

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

Efficiency ratio 56.0 % 60.1 % 56.9 % 57.5 % 56.4 %

Efficiency ratio, adjusted (2)(3)

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

Per share information:

Income per common share:

Basic $ 1.18 $ 1.10 $ 1.13 $ 1.12 $ 1.14

Diluted 1.17 1.09 1.12 1.11 1.13

Book value 30.77 31.60 30.76 30.32 29.33

Tangible book value(3)

25.96 26.71 25.76 25.21 24.12

Average tangible common equity(1)(3)

17.52 16.86 17.96 18.15 19.70

Cash dividends paid 0.30 0.30 0.30 0.27 0.27

Average basic shares 19,380 19,313 19,274 19,251 19,224

Average diluted shares 19,504 19,432 19,410 19,384 19,364

(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) 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.

ORRSTOWN FINANCIAL SERVICES, INC.

HISTORICAL TRENDS IN QUARTERLY FINANCIAL DATA (Unaudited)

(continued)

(In thousands) September 30,

2026 June 30,

2026 March 31,

2026 December 31,

2025 September 30,

2025

Noninterest income:

Service charges $ 2,916 $ 2,734 $ 2,871 $ 3,225 $ 2,997

Interchange income 1,597 1,602 1,513 1,553 1,620

Swap fee income 436 651 1,339 1,112 816

Wealth management income 5,968 5,946 5,557 5,739 5,277

Mortgage banking activities 212 436 326 503 522

Income from life insurance

1,410 1,376 3,761 1,331 1,471

Other income 824 1,034 212 834 629

Investment securities gains (losses) 15 57 (2) 95 50

Total noninterest income $ 13,378 $ 13,836 $ 15,577 $ 14,392 $ 13,382

Noninterest expenses:

Salaries and employee benefits $ 22,400 $ 22,229 $ 21,157 $ 21,980 $ 21,439

Occupancy, furniture and equipment 4,109 3,887 4,221 4,017 4,075

Data processing 1,752 1,703 1,537 1,292 1,116

Advertising and bank promotions 423 1,126 683 561 154

FDIC insurance 627 634 549 683 652

Professional services 1,015 1,202 1,221 1,947 1,703

Taxes other than income 1,022 392 1,025 574 828

Intangible asset amortization 2,115 2,179 2,239 2,348 2,410

Other operating expenses 3,871 4,314 4,096 3,953 3,920

Total noninterest expenses $ 37,334 $ 37,666 $ 36,728 $ 37,355 $ 36,297

HISTORICAL TRENDS IN QUARTERLY FINANCIAL DATA (Unaudited)

(continued)

(In thousands) September 30,

2026 June 30,

2026 March 31,

2026 December 31,

2025 September 30,

2025

Balance Sheet at quarter end:

Cash and cash equivalents $ 125,646 $ 144,841 $ 161,136 $ 149,774 $ 184,146

Restricted investments in bank stocks 32,514 27,429 23,984 26,717 24,111

Securities available for sale 919,448 949,281 947,018 952,740 890,357

Loans held for sale, at fair value 3,924 3,639 3,366 6,090 6,026

Loans:

Commercial real estate:

Owner occupied 680,146 679,295 645,026 644,713 629,481

Non-owner occupied 1,306,387 1,305,379 1,322,251 1,260,198 1,254,959

Multi-family 246,026 229,425 216,658 236,703 234,782

Non-owner occupied residential 145,716 150,917 151,560 155,749 163,138

Agricultural 91,094 97,729 114,409 121,417 118,596

Commercial and industrial

532,125 489,247 481,815 489,371 479,929

Acquisition and development:

1-4 family residential construction 54,370 39,344 46,355 41,489 41,141

Commercial and land development 178,823 198,399 198,957 198,234 195,158

Municipal 34,348 33,950 27,744 25,302 28,664

Total commercial loans 3,269,035 3,223,685 3,204,775 3,173,176 3,145,848

Residential mortgage:

First lien 518,321 501,306 484,022 478,870 476,006

Home equity – term 5,298 5,401 5,685 5,972 5,800

Home equity – lines of credit 376,096 344,495 327,141 321,438 311,458

Other - term(1)

20,424 20,929 22,442 22,906 23,737

Installment and other loans 19,199 17,215 17,254 18,331 16,887

Total loans 4,208,373 4,113,031 4,061,319 4,020,693 3,979,736

Allowance for credit losses

(46,775) (46,632) (47,463) (47,681) (48,105)

Net loans held for investment 4,161,598 4,066,399 4,013,856 3,973,012 3,931,631

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

Other intangible assets, net 31,457 33,572 35,751 37,990 40,338

Total assets 5,707,243 5,612,151 5,576,972 5,542,255 5,470,233

Total deposits 4,581,910 4,620,023 4,627,424 4,528,774 4,533,560

FHLB advances and other borrowings and Securities sold under agreements to repurchase 417,252 282,362 225,958 299,243 241,719

Subordinated notes and trust preferred debt 8,109 8,049 37,274 37,122 36,970

Total shareholders' equity 605,200 621,650 603,184 591,535 571,936

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

HISTORICAL TRENDS IN QUARTERLY FINANCIAL DATA (Unaudited)

(continued)

September 30,

2026 June 30,

2026 March 31,

2026 December 31,

2025 September 30,

2025

Capital and credit quality measures(1):

Total risk-based capital:

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

Orrstown Bank 13.2 % 13.1 % 13.6 % 13.3 % 12.9 %

Tier 1 risk-based capital:

Orrstown Financial Services, Inc. 12.3 % 12.2 % 12.0 % 11.7 % 11.3 %

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

Tier 1 common equity risk-based capital:

Orrstown Financial Services, Inc. 12.1 % 12.0 % 11.8 % 11.5 % 11.1 %

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

Tier 1 leverage capital:

Orrstown Financial Services, Inc. 10.2 % 10.1 % 9.7 % 9.5 % 9.3 %

Orrstown Bank 10.1 % 10.0 % 10.2 % 9.9 % 9.6 %

Average equity to average assets 10.98 % 10.97 % 10.80 % 10.51 % 10.18 %

Allowance for credit losses to total loans 1.11 % 1.13 % 1.17 % 1.19 % 1.21 %

Total nonaccrual loans to total loans 0.54 % 0.58 % 0.74 % 0.70 % 0.66 %

Nonperforming assets to total assets 0.40 % 0.44 % 0.56 % 0.51 % 0.48 %

Allowance for credit losses to nonaccrual loans 204 % 196 % 158 % 170 % 184 %

Other information:

Net charge-offs $ 983 $ 1,169 $ 946 $ 499 $ 189

Classified loans 45,201 49,190 57,584 58,351 64,089

Nonperforming and other risk assets:

Nonaccrual loans 22,919 23,751 30,025 28,031 26,191

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

Total nonperforming assets 22,919 24,806 31,080 28,031 26,191

Financial difficulty modifications still accruing

1,629 1,794 949 1,253 1,245

Loans past due 90 days or more and still accruing 591 853 443 1,040 497

Total nonperforming and other risk assets $ 25,139 $ 27,453 $ 32,472 $ 30,324 $ 27,933

(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 $101.2 million and $107.7 million at September 30, 2026 and December 31, 2025, respectively. During the nine months ended September 30, 2025, the Company incurred $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 September 30, 2026, 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 nine months ended September 30, 2026, the Company amortized the remaining fair value mark of $1.6 million 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 September 30,

2026 June 30,

2026 March 31,

2026 December 31,

2025 September 30,

2025

Shareholders' equity (most directly comparable GAAP-based measure) $ 605,200 $ 621,650 $ 603,184 $ 591,535 $ 571,936

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

Other intangible assets 31,457 33,572 35,751 37,990 40,338

Related tax effect (6,606) (7,050) (7,508) (7,978) (8,471)

Tangible common equity (non-GAAP) $ 510,598 $ 525,377 $ 505,190 $ 491,772 $ 470,318

Common shares outstanding 19,671 19,670 19,611 19,507 19,501

Book value per share (most directly comparable GAAP-based measure) $ 30.77 $ 31.60 $ 30.76 $ 30.32 $ 29.33

Intangible assets per share 4.81 4.89 5.00 5.11 5.21

Tangible book value per share (non-GAAP) $ 25.96 $ 26.71 $ 25.76 $ 25.21 $ 24.12

Return on Average Tangible Common Equity September 30,

2026 June 30,

2026 March 31,

2026 December 31,

2025 September 30,

2025

Net Income $ 22,815 $ 21,158 $ 21,809 $ 21,491 $ 21,865

Average shareholders' equity $ 619,147 $ 608,099 $ 599,330 $ 578,859 $ 551,945

Less: Average goodwill 69,751 69,751 69,751 69,751 69,751

Less: Average other intangible assets, gross 32,793 34,920 37,132 39,467 41,809

Average tangible equity $ 516,603 $ 503,428 $ 492,447 $ 469,641 $ 440,385

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

17.52 % 16.86 % 17.96 % 18.15 % 19.70 %

(1) - Annualized

(In thousands)

Three Months Ended Nine Months Ended

Adjusted Ratios for Non-recurring Charges September 30,

2026 June 30, 2026 March 31,

2026 December 31,

2025 September 30,

2026 September 30,

2025

Net income (A) - most directly comparable GAAP-based measure $ 22,815 $ 21,158 $ 21,809 $ 21,491 $ 21,865 $ 65,782 $ 59,364

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

Less: Related tax effect (C) — — — — — — (589)

Adjusted net income (D=A+B-C) - Non-GAAP $ 22,815 $ 21,158 $ 21,809 $ 21,491 $ 21,865 $ 65,782 $ 61,392

Average assets (E) $5,640,382 $5,542,919 $5,548,814 $5,505,311 $5,420,830 $5,577,707 $5,407,033

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

1.60 % 1.53 % 1.59 % 1.55 % 1.60 % 1.58 % 1.47 %

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

n/a n/a n/a n/a n/a n/a 1.52 %

Average equity (F) $ 619,147 $ 608,099 $ 599,330 $ 578,859 $ 551,945 $ 608,931 $ 537,210

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

14.62 % 13.96 % 14.76 % 14.73 % 15.72 % 14.44 % 14.77 %

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

n/a n/a n/a n/a n/a n/a 15.28 %

Weighted average shares - basic (G) - most directly comparable GAAP-based measure 19,380 19,313 19,274 19,251 19,224 19,323 19,185

Basic earnings (loss) per share (= A / G) - most directly comparable GAAP-based measure $ 1.18 $ 1.10 $ 1.13 $ 1.12 $ 1.14 $ 3.40 $ 3.09

Basic earnings per share, adjusted (= D / G) - Non-GAAP n/a n/a n/a n/a n/a n/a $ 3.20

Weighted average shares - diluted (H) - most directly comparable GAAP-based measure 19,504 19,432 19,410 19,384 19,364 19,449 19,345

Diluted earnings (loss) per share (= A / H) - most directly comparable GAAP-based measure $ 1.17 $ 1.09 $ 1.12 $ 1.11 $ 1.13 $ 3.38 $ 3.07

Diluted earnings per share, adjusted (= D / H) - Non-GAAP n/a n/a n/a n/a n/a n/a $ 3.17

continued

Three Months Ended Nine Months Ended

September 30,

2026 June 30, 2026 March 31,

2026 December 31,

2025 September 30,

2026 September 30,

2025

Noninterest expense (I) - most directly comparable GAAP-based measure $ 37,334 $ 37,666 $ 36,728 $ 37,355 $ 36,297 $ 111,728 $ 112,087

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

Adjusted noninterest expense (J = I - B) - Non-GAAP $ 37,334 $ 37,666 $ 36,728 $ 37,355 $ 36,297 $ 111,728 $ 109,470

Net interest income (K) $ 53,320 $ 48,831 $ 49,005 $ 50,531 $ 50,988 $ 151,156 $ 149,261

Noninterest income (L) 13,378 13,836 15,577 14,392 13,382 42,791 37,921

Total operating income (M = K + L) - most directly comparable GAAP-based measure $ 66,698 $ 62,667 $ 64,582 $ 64,923 $ 64,370 $ 193,947 $ 187,182

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 $ 66,698 $ 64,291 $ 64,582 $ 64,923 $ 64,370 $ 195,571 $ 187,182

Efficiency ratio (= I / M) - most directly comparable GAAP-based measure 56.0 % 60.1 % 56.9 % 57.5 % 56.4 % 57.6 % 59.9 %

Efficiency ratio, adjusted (= J / N) - Non-GAAP n/a 58.6 % n/a n/a n/a 57.1 % 58.5 %

(1) Annualized

Nine Months Ended September 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 $ 5,148,763 $ 228,516 $ — $ 228,516 5.93 % 5.93 %

Total interest-bearing liabilities $ 4,000,575 75,646 (1,624) 74,022 2.53 % 2.47 %

Taxable-equivalent net interest income / net interest spread $ 152,870 $ 1,624 $ 154,494 3.40 % 3.46 %

Taxable-equivalent net interest margin 3.97 % 4.01 %

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 %

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 September 30, 2026:

(In thousands)

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

Unsecured ABS — % $ 2,203 $ 2,173 — % — % — % — % — % 100 % Unsecured Consumer Debt

Student Loan ABS — 2,342 2,343 — — — — — 100 Seasoned Student Loans

Federal Family Education Loan ABS 7 64,907 64,722 4 74 — 9 13 —

Federal Family Education Loan (1)

PACE Loan ABS — 1,450 1,274 100 — — — — —

PACE Loans (2)

Non-Agency CMBS 4 38,629 37,415 — — — — — 100

Non-Agency RMBS 4 39,198 37,370 94 6 — — — —

Reverse Mortgages (3)

Municipal - General Obligation 10 98,818 86,644 17 78 5 — — —

Municipal - Revenue 12 118,983 100,673 — 75 19 — — 6

SBA ReRemic (5)

— 1,105 1,094 — 100 — — — —

SBA Guarantee (4)

Small Business Administration — 2,433 2,488 — 100 — — — —

SBA Guarantee (4)

Agency MBS 26 252,259 234,756 — 100 — — — —

Residential Mortgages (4)

Agency CMO 35 346,837 333,056 — 100 — — — —

U.S. Treasury securities 2 15,010 14,166 — 100 — — — —

U.S. Government Guarantee (4)

Corporate bonds — 957 961 — — — 100 — —

100 % $ 985,131 $ 919,135 6 % 84 % 3 % 1 % 1 % 5 %

(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 $5.7 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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