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Orrstown Financial Services, Inc. Reports Second Quarter 2025 Results and Announces Dividend Increase

1. Net income rose to $19.4 million in Q2 2025, a 7.2% increase. 2. Loans increased by $55.4 million, boosting loan-to-deposit ratio to 87%. 3. Return on average assets improved to 1.45%, reflecting strong credit metrics. 4. The company authorized a share repurchase program for 500,000 shares. 5. Dividends increased by 3.85% reflecting growth post-merger.

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$33.9107/22 04:22 PM EDTEvent Start
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FAQ

Why Bullish?

The strong earnings growth and improved ratios indicate solid performance, likely to attract investors. Historical performance shows that consistent earnings increases generally lead to positive stock price movements, as seen after previous strong earnings reports.

How important is it?

The increase in net income and the share buyback program signal a strong financial position in the short term, which is likely to positively influence the market sentiment surrounding the stock.

Why Short Term?

The immediate reaction to positive earnings releases tends to occur in the days to weeks that follow. However, the longer-term impact will depend on sustained growth and effective management post-merger.

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Net income of $19.4 million, or $1.01 per diluted share, for the three months ended June 30, 2025 compared to net income of $18.1 million, or $0.93 per diluted share, for the three months ended March 31, 2025; the second quarter of 2025 included $1.0 million in merger-related expenses compared to $1.6 million in merger-related expenses for the first quarter of 2025;Excluding the impact of the merger-related expenses referenced above, net of taxes, net income and diluted earnings per share were $20.2 million(1) and $1.04(1), respectively, for the second quarter of 2025 compared to $19.3 million(1) and $1.00(1), respectively, for the first quarter of 2025;Net interest margin, on a tax equivalent basis, was 4.07% in the second quarter of 2025 compared to 4.00% in the first quarter of 2025; the net accretion of purchase accounting marks positively impacted the margin by 50 basis points in the second quarter of 2025;Return on average assets was 1.45% and return on average equity was 14.56% for the three months ended June 30, 2025, compared to 1.35% and 13.98% for the return on average assets and return on average equity, respectively, for the three months ended March 31, 2025;Excluding the impact of the merger-related expenses referenced above, net of taxes, adjusted return on average assets was 1.51%(1) and adjusted return on average equity was 15.12%(1) for the three months ended June 30, 2025 compared to 1.45%(1) and 14.97%(1), respectively, for the three months ended March 31, 2025;Loans increased by $55.4 million, or 6% annualized, from March 31, 2025 to June 30, 2025; classified loans decreased by $10.4 million from $76.2 million at March 31, 2025 to $65.8 million at June 30, 2025;Noninterest income increased by $1.3 million from $11.6 million for the three months ended March 31, 2025 to $12.9 million for the three months ended June 30, 2025;Noninterest expense decreased by $0.6 million from $38.2 million for the three months ended March 31, 2025 to $37.6 million for the three months ended June 30, 2025, reflecting a decline in merger-related expenses during the second quarter of 2025; merger-related costs are not expected to be meaningful going forward; the second quarter of 2025 also included $0.6 million of severance charges in salaries and employee benefits expense;Efficiency ratio decreased from 63.2% for the three months ended March 31, 2025 to 60.3% for the three months ended June 30, 2025; excluding the impact of the merger-related expenses, the efficiency ratio was 58.7%(1) for the three months ended June 30, 2025 compared to 60.5%(1) for the three months ended March 31, 2025;Tangible common equity increased to 8.3% at June 30, 2025 compared to 7.9% at March 31, 2025;Tangible book value per common share(1) increased to $22.77 per share at June 30, 2025 compared to $21.99 per share at March 31, 2025;The Board of Directors authorized a share repurchase program on June 20, 2025, through which the Company could repurchase up to 500,000 shares of its common stock;The Board of Directors declared a cash dividend of $0.27 per common share, payable August 12, 2025, to shareholders of record as of August 5, 2025; this represents a $0.01 per share increase in the Company's quarter cash dividend; the dividend has increased by 35% since the closing of the merger with Codorus Valley Bancorp. (1) Non-GAAP measure. See Appendix A for additional information. HARRISBURG, Pa., July 22, 2025 (GLOBE NEWSWIRE) -- Orrstown Financial Services, Inc. (NASDAQ: ORRF), the parent company of Orrstown Bank (the “Bank”), announced earnings for the periods ended June 30, 2025. Net income totaled $19.4 million for the three months ended June 30, 2025, compared to net income of $18.1 million for the three months ended March 31, 2025 and net income of $7.7 million for the three months ended June 30, 2024. Diluted earnings per share was $1.01 for the three months ended June 30, 2025, compared to diluted earnings per share of $0.93 for the three months ended March 31, 2025 and diluted earnings per share of $0.73 for the three months ended June 30, 2024. For the second quarter of 2025, excluding the impact of merger-related expenses, net of taxes, net income and diluted earnings per share were $20.2 million(1) and $1.04(1), respectively. For the first quarter of 2025, excluding the impact of merger-related expenses, net of taxes, net income and diluted earnings per share were $19.3 million(1) and $1.00(1), respectively. For the second quarter of 2024, excluding the impact of the merger-related expenses, net of taxes, net income and diluted earnings per share were $8.7 million(1) and $0.83(1), respectively. “At the one-year mark after the merger with Codorus Valley Bancorp, we are very pleased to have achieved metrics near top of peers, with significant upside opportunities in front of us,” said Thomas R. Quinn, Jr., President and Chief Executive Officer. “In the second quarter, we experienced positive traction on loan production. While commercial loan growth was lower than expected, our pipeline remains strong as we head into the third quarter. We remain prudent with our lending decisions and will not compromise on credit quality. Net interest margin improved in the quarter with good momentum going into the remainder of the year. While expenses remain slightly elevated, we do not anticipate any further meaningful merger-related expenses and continue to implement process improvements that will enhance efficiency and facilitate future growth. We believe that our strong credit metrics and capital generation have positioned us well for the future.” (1) Non-GAAP measure. See Appendix A for additional information. DISCUSSION OF RESULTS Balance Sheet Loans Loans held for investment increased by $55.4 million and totaled $3.9 billion at both June 30, 2025 and March 31, 2025. Commercial loans increased by $16.1 million, or 2% annualized, and residential mortgages increased by $37.9 million from March 31, 2025 to June 30, 2025. The increase in loans included a purchase of property assessed clean energy ("PACE") loans totaling $25.4 million. Investment Securities Investment securities, all of which are classified as available-for-sale, increased by $29.9 million to $885.4 million at June 30, 2025 from $855.5 million at March 31, 2025. During the second quarter of 2025, the Bank purchased $50.1 million of investment securities, which was partially offset by paydowns totaling $20.4 million. The overall duration of the Company's investment securities portfolio was 4.5 years at June 30, 2025 compared to 4.3 years at March 31, 2025. See Appendix B for a summary of the Bank's investment securities at June 30, 2025, highlighting their concentrations, credit ratings and credit enhancement levels. Deposits During the second quarter of 2025, deposits decreased by $117.1 million and totaled $4.5 billion at June 30, 2025 compared to $4.6 billion March 31, 2025. Time deposits, money market deposits, non-interest bearing demand deposits, saving deposits and interest-bearing demand deposits decreased by $58.0 million, $35.8 million, $13.9 million, $6.2 million and $3.2 million, respectively, from March 31, 2025 to June 30, 2025. The declines in time deposits and money market deposits are due to continued run-off in higher yielding promotional balances. The decreases in the other categories were consistent with normal cyclical activity. As a result of the decrease in total deposits, the Bank's loan-to-deposit ratio increased to 87% at June 30, 2025 from 84% at March 31, 2025. Borrowings The Bank actively manages its liquidity position through its various sources of funding to meet the needs of its clients. FHLB advances and other borrowings were $136.3 million at June 30, 2025 compared to $100.3 million at March 31, 2025. The increase was due to higher utilization of overnight borrowings during the second quarter of 2025 as deposit balances declined and lending and investing activities increased. The Bank seeks to maintain sufficient liquidity to ensure 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 approximately $1.7 billion at June 30, 2025. Income Statement Net Interest Income and Margin Net interest income was $49.5 million for the three months ended June 30, 2025 compared to $48.8 million for the three months ended March 31, 2025. The net interest margin, on a tax equivalent basis, increased to 4.07% in the second quarter of 2025 from 4.00% in the first quarter of 2025. This increase is primarily the result of the cost of funds declining by 12 basis points from the first quarter of 2025 to the second quarter of 2025. This was partially offset by a decrease of seven basis points in the yield on loans from the three months ended March 31, 2025 to the three months ended June 30, 2025. This decrease was due to a reduction in accelerated accretion on acquired loans over that period. The second quarter 2025 net interest margin reflects the full impact of deposit rate reductions implemented in the prior quarter as well as the runoff of higher rate time deposits and money market balances. The net interest margin was positively impacted by the net accretion impact of purchase accounting marks on loans, securities, deposits and borrowings of $5.2 million during the second quarter of 2025 compared to $6.9 million for the first quarter of 2025. This change was due primarily to lower accelerated accretion in the three months ended June 30, 2025. Interest income on loans, on a tax equivalent basis, decreased by $0.4 million to $63.2 million for the three months ended June 30, 2025 compared to $63.6 million for the three months ended March 31, 2025. Average loans decreased by $14.7 million during the three months ended June 30, 2025 compared to the three months ended March 31, 2025. The accretion of purchase accounting marks on loans totaled $4.9 million during the second quarter of 2025 compared to $6.6 million during the first quarter of 2025. Interest income on investment securities, on a tax equivalent basis, was $10.6 million for the second quarter of 2025 compared to $10.1 million in the first quarter of 2025, an increase of $0.5 million. Average investment securities increased by $39.0 million during the three months ended June 30, 2025 compared to the three months ended March 31, 2025 primarily due to the aforementioned purchases. Interest expense, on a tax equivalent basis, decreased by $1.5 million to $25.3 million for the three months ended June 30, 2025 compared to $26.8 million for the three months ended March 31, 2025. Average interest-bearing deposits decreased by $70.3 million during the three months ended June 30, 2025 compared to the three months ended March 31, 2025. The cost of interest-bearing deposits declined by 14 basis points from the first quarter of 2025 to the second quarter of 2025. In addition, interest expense includes $0.4 million and $0.6 million of amortization of purchase accounting marks on interest bearing liabilities for the three months ended June 30, 2025 and March 31, 2025, respectively. Provision for Credit Losses on Loans The allowance for credit losses ("ACL") on loans increased to $47.9 million at June 30, 2025 from $47.8 million at March 31, 2025. The ACL to total loans was 1.22% at June 30, 2025 compared to 1.23% at March 31, 2025. The Company recorded provision expense of $0.2 million for the three months ended June 30, 2025 compared to a recovery in the provision for credit losses on loans of $0.6 million for the three months ended March 31, 2025 . Net charge-offs were $0.1 million for the three months ended June 30, 2025 compared to $0.3 million for the three months ended March 31, 2025. Classified loans decreased by $10.4 million to $65.8 million at June 30, 2025 from $76.2 million at March 31, 2025 due to net upgrades and loan repayments. Non-accrual loans totaled $22.4 million at June 30, 2025 compared to $22.7 million at March 31, 2025. Nonaccrual loans to total loans decreased to 0.57% at June 30, 2025 compared to 0.59% at March 31, 2025. Management believes the ACL to be adequate based on current asset quality metrics and economic forecasts. Noninterest Income Noninterest income increased by $1.3 million to $12.9 million for the three months ended June 30, 2025 from $11.6 million for the three months ended March 31, 2025. Swap fee income increased by $0.3 million to $0.7 million for the three months ended June 30, 2025 compared to $0.4 million for the three months ended March 31, 2025. Swap fee income will fluctuate based on market conditions and client demand. Income from service charges was $2.6 million for the three months ended June 30, 2025 compared to $2.4 million for the three months ended March 31, 2025 based on increased cash management services activity. Income from mortgage banking activities increased by $0.2 million from $0.3 million in the three months ended March 31, 2025 to $0.5 million in the three months ended June 30, 2025. The first quarter of 2025 included a decrease of $0.2 million in the fair value of mortgage servicing rights. Wealth management income decreased by $0.2 million to $5.2 million for the three months ended June 30, 2025 compared to $5.4 million for the three months ended March 31, 2025. Other income increased by $0.7 million to $2.4 million for the three months ended June 30, 2025 compared to $1.7 million for the three months ended March 31, 2025. During the second quarter of 2025, the Bank recorded $0.3 million in solar tax credits and a gain on the sale of other real estate owned of $0.1 million. Noninterest Expenses Noninterest expenses decreased by $0.6 million to $37.6 million in the three months ended June 30, 2025 from $38.2 million in the three months ended March 31, 2025. For the three months ended June 30, 2025, merger-related expenses totaled $1.0 million, a decrease of $0.6 million, compared to $1.6 million for the three months ended March 31, 2025. The merger-related costs incurred in the second quarter of 2025 primarily included software conversion costs. The Company does not expect to incur meaningful merger-related expenses going forward. Salaries and benefits expense increased by $1.0 million to $21.4 million for the three months ended June 30, 2025 compared to $20.4 million for the three months ended March 31, 2025. The increase during the second quarter of 2025 includes $0.6 million of severance costs, the impact of merit salary increases in May and the impact of one extra day in the quarter. Occupancy, furniture and equipment expenses decreased by $0.5 million to $4.2 million for the three months ended June 30, 2025 from $4.7 million for the three months ended March 31, 2025 primarily due to the seasonal expenses incurred during the first quarter of 2025. Professional services expense increased by $0.2 million from the three months ended March 31, 2025 to the three months ended June 30, 2025. During the quarter, the Company continued to utilize an elevated level of third-party assistance to enhance daily functions and operational processes throughout the organization. While the Company will remain reliant on these services into the second half of 2025, the Company expects expenses related to these services to decline beginning in the third quarter of 2025. Advertising and bank promotions expense increased by $0.6 million to $1.1 million in the three months ended June 30, 2025 from $0.5 million in the three months ended March 31, 2025 due to $0.7 million in contributions to tax credit programs during the second quarter of 2025. Taxes other than income decreased by $0.6 million in the three months ended June 30, 2025 compared to the three months ended March 31, 2025. This decrease reflects the tax impact of the contributions referenced above. Income Taxes The Company's effective tax rate was 21.3% for the second quarter of 2025 compared to 20.7% for the first quarter of 2025. The Company's effective tax rate for the three months ended June 30, 2025 is greater than the 21% federal statutory rate primarily due to 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 partially offset by the benefit of tax-exempt income, including interest earned on tax-exempt loans and securities and income from life insurance policies and tax credits. The Company regularly analyzes its projected taxable income and makes adjustments to the provision for income taxes accordingly. Capital Shareholders’ equity totaled $548.4 million at June 30, 2025 compared to $532.9 million at March 31, 2025. The increase is due to net income of $19.4 million and share-based compensation activity of $1.6 million, partially offset by dividend payments of $5.1 million and other comprehensive losses of $0.5 million. Tangible book value per common share(1) increased to $22.77 per share at June 30, 2025 from $21.99 per share at March 31, 2025. The Company's tangible common equity ratio was 8.3% at June 30, 2025 compared to 7.9% at March 31, 2025. Average tangible common equity per common share(1) was $18.43 at June 30, 2025 compared to $17.91 at March 31, 2025. The Company's capital ratios increased during the three months ended June 30, 2025 due primarily to earnings. The Company's tier 1 common equity, tier 1 and total risk-based capital ratios were 10.9%, 11.1% and 13.3%, respectively, at June 30, 2025 compared to 10.6%, 10.8% and 13.1%, respectively, at March 31, 2025. The Company's Tier 1 leverage ratio increased to 9.0% at June 30, 2025 compared to 8.6% at March 31, 2025. At June 30, 2025, 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. The Board of Directors authorized a share repurchase program on June 20, 2025, through which the Company could repurchase up to 500,000 shares of its common stock. The Company repurchased 2,134 common shares during the second quarter of 2025. (1) Non-GAAP measure. See Appendix A for additional information. Investor Relations Contact:Neelesh KalaniExecutive Vice President, Chief Financial OfficerPhone (717) 510-7097 FINANCIAL HIGHLIGHTS (Unaudited)                        Three Months Ended Six Months Ended June 30, June 30, June 30, June 30,(In thousands) 2025   2024   2025   2024         Profitability for the period:       Net interest income$49,512  $26,103  $98,273  $52,984 Provision for (Recovery of) credit losses - loans 209   812   (345)  1,233 Recovery of credit losses - unfunded loan commitments (100)  —   (100)  (123)Noninterest income 12,915   7,172   24,539   13,802 Noninterest expenses 37,614   22,639   75,790   45,108 Income before income tax expense 24,704   9,824   47,467   20,568 Income tax expense 5,256   2,086   9,968   4,299 Net income available to common shareholders$19,448  $7,738  $37,499  $16,269         Financial ratios:       Return on average assets (1) 1.45%  0.97%  1.40%  1.04%Return on average assets, adjusted (1) (2) (3) 1.51%  1.09%  1.48%  1.14%Return on average equity (1) 14.56%  11.41%  14.28%  12.09%Return on average equity, adjusted (1) (2) (3) 15.12%  12.88%  15.05%  13.33%Net interest margin (1) 4.07%  3.54%  4.04%  3.65%Efficiency ratio 60.3%  68.0%  61.7%  67.5%Efficiency ratio, adjusted (2) (3) 58.7%  64.6%  59.6%  64.8%Income per common share:       Basic$1.01  $0.74  $1.96  $1.57 Basic, adjusted (2) (3)$1.05  $0.84  $2.06  $1.73 Diluted$1.01  $0.73  $1.94  $1.55 Diluted, adjusted (2) (3)$1.04  $0.83  $2.04  $1.71         Average equity to average assets 9.97%  8.50%  9.81%  8.58%        (1) Annualized for the three and six months ended June 30, 2025 and 2024.(2) Ratio has been adjusted for the non-recurring charges for all periods presented.(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. FINANCIAL HIGHLIGHTS (Unaudited)   (continued)    June 30, December 31, (Dollars in thousands, except per share amounts) 2025   2024 At period-end:   Total assets$5,387,645  $5,441,589 Loans, net of allowance for credit losses 3,883,481   3,882,525 Loans held-for-sale, at fair value 5,206   6,614 Securities available for sale, at fair value 885,373   829,711 Total deposits 4,516,625   4,623,096 FHLB advances and other borrowings and Securities sold under agreements to repurchase 166,381   141,227 Subordinated notes and trust preferred debt 69,021   68,680 Shareholders' equity 548,448   516,682     Credit quality and capital ratios (1):   Allowance for credit losses to total loans 1.22%  1.24%Total nonaccrual loans to total loans 0.57%  0.61%Nonperforming assets to total assets 0.42%  0.45%Allowance for credit losses to nonaccrual loans 214%  202%Total risk-based capital:   Orrstown Financial Services, Inc. 13.3%  12.4%Orrstown Bank 13.3%  12.4%Tier 1 risk-based capital:   Orrstown Financial Services, Inc. 11.1%  10.2%Orrstown Bank 12.1%  11.2%Tier 1 common equity risk-based capital:   Orrstown Financial Services, Inc. 10.9%  10.0%Orrstown Bank 12.1%  11.2%Tier 1 leverage capital:   Orrstown Financial Services, Inc. 9.0%  8.3%Orrstown Bank 9.8%  9.1%    Book value per common share$28.07  $26.65     (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 CECL standard. ORRSTOWN FINANCIAL SERVICES, INC.   CONSOLIDATED BALANCE SHEETS (Unaudited)       (Dollars in thousands, except per share amounts)June 30, 2025 December 31, 2024Assets   Cash and due from banks$54,335  $51,026 Interest-bearing deposits with banks 95,042   197,848 Cash and cash equivalents 149,377   248,874 Restricted investments in bank stocks 21,204   20,232 Securities available for sale (amortized cost of $916,830 and $864,920 at June 30, 2025 and December 31, 2024, respectively) 885,373   829,711 Loans held for sale, at fair value 5,206   6,614 Loans 3,931,379   3,931,214 Less: Allowance for credit losses (47,898)  (48,689)Net loans 3,883,481   3,882,525 Premises and equipment, net 51,703   50,217 Cash surrender value of life insurance 145,760   143,854 Goodwill 69,751   68,106 Other intangible assets, net 42,748   47,765 Accrued interest receivable 19,958   21,058 Deferred tax assets, net 36,683   42,647 Other assets 76,401   79,986 Total assets$5,387,645  $5,441,589     Liabilities   Deposits:   Noninterest-bearing$918,263  $894,176 Interest-bearing 3,598,362   3,728,920 Total deposits 4,516,625   4,623,096 Securities sold under agreements to repurchase and federal funds purchased 30,047   25,863 FHLB advances and other borrowings 136,334   115,364 Subordinated notes and trust preferred debt 69,021   68,680 Other liabilities 87,170   91,904 Total liabilities 4,839,197   4,924,907     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; 19,713,126 shares issued and 19,535,835 outstanding at June 30, 2025; 19,722,640 shares issued and 19,389,967 outstanding at December 31, 2024 1,026   1,027 Additional paid—in capital 422,349   423,274 Retained earnings 153,923   126,540 Accumulated other comprehensive loss (24,479)  (26,316)Treasury stock— 177,291 and 332,673 shares, at cost at June 30, 2025 and December 31, 2024, respectively (4,371)  (7,843)Total shareholders’ equity 548,448   516,682 Total liabilities and shareholders’ equity$5,387,645  $5,441,589  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)  2025   2024   2025   2024 Interest income        Loans $63,036  $35,537  $126,468  $71,770 Investment securities - taxable  9,406   4,999   18,350   9,583 Investment securities - tax-exempt  878   881   1,753   1,758 Short-term investments  1,513   1,864   3,781   2,820 Total interest income  74,833   43,281   150,352   85,931 Interest expense        Deposits  22,855   15,265   47,115   28,781 Securities sold under agreements to repurchase and federal funds purchased  106   27   190   52 FHLB advances and other borrowings  1,030   1,152   2,148   2,626 Subordinated notes and trust preferred debt  1,330   734   2,626   1,488 Total interest expense  25,321   17,178   52,079   32,947 Net interest income  49,512   26,103   98,273   52,984 Provision for (Recovery of) credit losses - loans  209   812   (345)  1,233 Recovery of credit losses - unfunded loan commitments  (100)  —   (100)  (123)Net interest income after provision for (recovery of) credit losses  49,403   25,291   98,718   51,874 Noninterest income        Service charges  2,630   1,283   5,025   2,483 Interchange income  1,441   961   2,868   1,872 Swap fee income  669   375   1,063   574 Wealth management income  5,267   3,312   10,682   6,414 Mortgage banking activities  478   369   780   827 Investment securities gains (losses)  8   (12)  21   (17)Other income  2,422   884   4,100   1,649 Total noninterest income  12,915   7,172   24,539   13,802 Noninterest expenses        Salaries and employee benefits  21,364   13,195   41,752   26,947 Occupancy, furniture and equipment  4,211   2,705   8,886   5,344 Data processing  965   1,237   1,889   2,502 Advertising and bank promotions  1,077   774   1,576   1,172 FDIC insurance  674   419   1,498   860 Professional services  2,016   801   3,842   1,432 Taxes other than income  295   49   1,237   543 Intangible asset amortization  2,472   215   5,007   440 Merger-related expenses  968   1,135   2,617   1,807 Restructuring expenses  —   —   91   — Other operating expenses  3,572   2,109   7,395   4,061 Total noninterest expenses  37,614   22,639   75,790   45,108 Income before income tax expense  24,704   9,824   47,467   20,568 Income tax expense  5,256   2,086   9,968   4,299 Net income $19,448  $7,738  $37,499  $16,269    Three Months Ended Six Months Ended  June 30, June 30, June 30, June 30,   2025   2024   2025   2024 Share information:        Basic earnings per share $1.01  $0.74  $1.96  $1.57 Diluted earnings per share $1.01  $0.73  $1.94  $1.55 Dividends paid per share $0.26  $0.20  $0.52  $0.40 Weighted average shares - basic  19,173   10,393   19,165   10,371 Weighted average shares - diluted  19,342   10,553   19,335   10,517  ANALYSIS OF NET INTEREST INCOME    Average Balances and Interest Rates, Taxable-Equivalent Basis (Unaudited)   Three Months Ended 6/30/2025 3/31/2025 12/31/2024 9/30/2024 6/30/2024(In thousands)  Taxable- Taxable-   Taxable- Taxable-   Taxable- Taxable-   Taxable- Taxable-   Taxable- Taxable-Average Equivalent Equivalent Average Equivalent Equivalent Average Equivalent Equivalent Average Equivalent Equivalent Average Equivalent EquivalentBalance Interest Rate Balance Interest Rate Balance Interest Rate Balance Interest Rate Balance Interest RateAssets                             Federal funds sold & interest-bearing bank balances$136,106 $1,513  4.46% $203,347 $2,268  4.52% $199,236 $2,492  4.96% $184,465 $2,452  5.29% $142,868 $1,864  5.25%Investment securities (1)(2) 904,119  10,626  4.70  865,126  10,052  4.65  849,389  9,887  4.66  849,700  10,123  4.77  538,451  6,114  4.54Loans (1)(3)(4)(5) 3,894,979  63,246  6.52  3,909,694  63,641  6.59  3,961,269  68,073  6.82  3,989,259  70,849  7.07  2,324,942  35,690  6.17Total interest-earning assets 4,935,203  75,385  6.13  4,978,167  75,961  6.17  5,009,894  80,452  6.38  5,023,424  83,424  6.61  3,006,261  43,668  5.84Other assets 439,569      447,530      454,271      491,719      204,863    Total assets$5,374,772     $5,425,697     $5,464,165     $5,515,143     $3,211,124    Liabilities and Shareholders' Equity                        Interest-bearing demand deposits$2,463,687  13,880  2.26 $2,473,543  14,156  2.32 $2,522,885  15,575  2.45 $2,554,743  16,165  2.52 $1,649,753  10,118  2.47Savings deposits 269,309  165  0.25  273,313  165  0.25  272,718  166  0.24  283,337  148  0.21  165,467  140  0.34Time deposits 914,108  8,810  3.87  970,588  9,939  4.15  998,963  11,109  4.41  1,014,628  12,290  4.82  481,721  5,007  4.18Total interest-bearing deposits 3,647,104  22,855  2.51  3,717,444  24,260  2.65  3,794,566  26,850  2.81  3,852,708  28,603  2.95  2,296,941  15,265  2.67Securities sold under agreements to repurchase and federal funds purchased 25,917  106  1.64  26,163  84  1.30  21,572  67  1.23  23,075  96  1.66  13,412  27  0.81FHLB advances and other borrowings 104,068  1,030  3.97  112,859  1,118  4.02  115,373  1,165  4.01  115,388  1,154  3.98  115,000  1,152  4.03Subordinated notes and trust preferred debt 68,910  1,330  7.74  68,739  1,296  7.65  68,571  1,360  7.88  68,399  1,437  8.36  32,118  734  9.19Total interest-bearing liabilities 3,845,999  25,321  2.64  3,925,205  26,758  2.76  4,000,082  29,442  2.92  4,059,570  31,290  3.07  2,457,471  17,178  2.81Noninterest-bearing demand deposits 904,031      887,726      849,999      807,886      423,037    Other liabilities 89,058      89,077      97,685      110,017      57,828    Total liabilities 4,839,088      4,902,008      4,947,766      4,977,473      2,938,336    Shareholders' equity 535,684      523,689      516,399      537,670      272,788    Total$5,374,772     $5,425,697     $5,464,165     $5,515,143     $3,211,124    Taxable-equivalent net interest income / net interest spread   50,064  3.49%    49,203  3.41%    51,010  3.46%    52,134  3.55%    26,490  3.02%Taxable-equivalent net interest margin    4.07%     4.00%     4.05%     4.14%     3.54%Taxable-equivalent adjustment   (552)      (442)      (437)      (437)      (387)  Net interest income  $49,512      $48,761      $50,573      $51,697      $26,103   Ratio of average interest-earning assets to average interest-bearing liabilities    128%     127%     125%     124%     122%                                                            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 $4.9 million, $6.6 million, $7.6 million, $7.3 million and $0.2 million for the three months ended June 30, 2025, March 31, 2025, December 31, 2024, September 30, 2024 and June 30, 2024, respectively. ANALYSIS OF NET INTEREST INCOME    Average Balances and Interest Rates, Taxable-Equivalent Basis (Unaudited)  (continued)            Six Months Ended June 30, 2025 June 30, 2024   Taxable- Taxable-   Taxable- Taxable- Average Equivalent Equivalent Average Equivalent Equivalent(In thousands)Balance Interest Rate Balance Interest RateAssets           Federal funds sold & interest-bearing bank balances$169,541 $3,781  4.50% $108,695 $2,820  5.22%Investment securities (1)(2) 884,730  20,787  4.70   529,151  11,808  4.47 Loans (1)(3)(4)(5)(6) 3,902,295  126,883  6.56   2,316,522  72,072  6.25 Total interest-earning assets 4,956,566  151,451  6.15   2,954,368  86,700  5.90 Other assets 443,528      200,580    Total assets$5,400,094     $3,154,948    Liabilities and Shareholders' Equity           Interest-bearing demand deposits$2,468,589  28,036  2.29  $1,610,188  19,310  2.41 Savings deposits 271,104  330  0.25   167,736  284  0.34 Time deposits 942,387  18,749  4.01   455,082  9,187  4.06 Total interest-bearing deposits 3,682,080  47,115  2.58   2,233,006  28,781  2.59 Securities sold under agreements to repurchase and federal funds purchased 26,039  190  1.47   12,711  52  0.83 FHLB advances and other borrowings 108,439  2,148  3.99   126,253  2,626  4.18 Subordinated notes and trust preferred debt 68,825  2,626  7.69   32,109  1,488  9.32 Total interest-bearing liabilities 3,885,383  52,079  2.70   2,404,079  32,947  2.76 Noninterest-bearing demand deposits 895,924      420,253    Other liabilities 89,067      60,078    Total liabilities 4,870,374      2,884,410    Shareholders' equity 529,720      270,538    Total liabilities and shareholders' equity$5,400,094     $3,154,948    Taxable-equivalent net interest income / net interest spread   99,372  3.45%    53,753  3.14%Taxable-equivalent net interest margin    4.04%     3.65%Taxable-equivalent adjustment   (1,099)      (769)  Net interest income  $98,273      $52,984   Ratio of average interest-earning assets to average interest-bearing liabilities    128%     123%             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 interest recovered of $1.6 million from the payoff of a commercial real estate loan on nonaccrual status for the six months ended June 30, 2024.(6) Interest income on loans includes accretion on purchase accounting marks of $11.5 million and $0.3 million for the six months ended June 30, 2025 and 2024, respectively. ORRSTOWN FINANCIAL SERVICES, INC.    HISTORICAL TRENDS IN QUARTERLY FINANCIAL DATA (Unaudited)              (In thousands)June 30,2025 March 31,2025 December 31,2024 September 30,2024 June 30,2024Profitability for the quarter:         Net interest income$49,512  $48,761  $50,573  $51,697  $26,103 Provision for (Recovery of) credit losses 109   (554)  1,755   13,681   812 Noninterest income 12,915   11,624   11,247   12,386   7,172 Noninterest expenses 37,614   38,176   42,930   60,299   22,639 Income (loss) before income taxes 24,704   22,763   17,135   (9,897)  9,824 Income tax expense (benefit) 5,256   4,712   3,451   (1,994)  2,086 Net income (loss)$19,448  $18,051  $13,684  $(7,903) $7,738           Financial ratios:         Return on average assets (1) 1.45%  1.35%  1.00% (0.57)%  0.97%Return on average assets, adjusted (1)(2)(3) 1.51%  1.45%  1.22%  1.55%  1.09%Return on average equity (1) 14.56%  13.98%  10.54% (5.85)%  11.41%Return on average equity, adjusted (1)(2)(3) 15.12%  14.97%  12.86%  15.85%  12.88%Net interest margin (1) 4.07%  4.00%  4.05%  4.14%  3.54%Efficiency ratio 60.3%  63.2%  69.4%  94.1%  68.0%Efficiency ratio, adjusted (2)(3) 58.7%  60.5%  62.3%  60.2%  64.6%          Per share information:         Income (loss) per common share:         Basic$1.01  $0.94  $0.72  $(0.41) $0.74 Basic, adjusted (2)(3) 1.05   1.01   0.87   1.12   0.84 Diluted 1.01   0.93   0.71   (0.41)  0.73 Diluted, adjusted (2)(3) 1.04   1.00   0.87   1.11   0.83 Book value 28.07   27.32   26.65   26.65   25.97 Tangible book value(3) 22.77   21.99   21.19   21.12   24.08 Average tangible common equity(3) 18.43   17.91   13.62   (6.49)  12.35 Cash dividends paid 0.26   0.26   0.23   0.23   0.20           Average basic shares 19,172   19,157   19,118   19,088   10,393 Average diluted shares 19,342   19,328   19,300   19,226   10,553 (1) Annualized.(2) Ratio has been adjusted for non-recurring expenses for all periods presented.(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)June 30,2025 March 31,2025 December 31,2024 September 30,2024 June 30,2024Noninterest income:         Service charges$2,630 $2,395 $2,050  $2,360 $1,283 Interchange income 1,441  1,427  1,608   1,779  961 Swap fee income 669  394  597   505  375 Wealth management income 5,267  5,415  4,902   5,037  3,312 Mortgage banking activities 478  302  517   491  369 Other income 2,422  1,678  1,578   1,943  884 Investment securities gains (losses) 8  13  (5)  271  (12)Total noninterest income$12,915 $11,624 $11,247  $12,386 $7,172           Noninterest expenses:         Salaries and employee benefits$21,364 $20,388 $22,444  $27,190 $13,195 Occupancy, furniture and equipment 4,211  4,675  4,893   4,333  2,705 Data processing 965  924  1,540   2,046  1,237 Advertising and bank promotions 1,077  499  878   537  774 FDIC insurance 674  824  955   862  419 Professional services 2,016  1,826  1,591   1,119  801 Taxes other than income 295  942  (312)  503  49 Intangible asset amortization 2,472  2,535  2,838   2,464  215 Provision for legal settlement —  —  478   —  — Merger-related expenses 968  1,649  3,887   16,977  1,135 Restructuring expenses —  91  39   257  — Other operating expenses 3,572  3,823  3,699   4,011  2,109 Total noninterest expenses$37,614 $38,176 $42,930  $60,299 $22,639            HISTORICAL TRENDS IN QUARTERLY FINANCIAL DATA (Unaudited)      (continued)         (In thousands)June 30,2025 March 31,2025 December 31,2024 September 30,2024 June 30,2024Balance Sheet at quarter end:         Cash and cash equivalents$149,377  $287,120  $248,874  $236,780  $132,509 Restricted investments in bank stocks 21,204   19,693   20,232   20,247   11,147 Securities available for sale 885,373   855,456   829,711   826,828   529,082 Loans held for sale, at fair value 5,206   5,261   6,614   3,561   1,562 Loans:         Commercial real estate:         Owner occupied 622,315   617,854   633,567   622,726   371,301 Non-owner occupied 1,203,038   1,157,383   1,160,238   1,164,501   710,477 Multi-family 239,388   257,724   274,135   276,296   151,542 Non-owner occupied residential 163,018   168,354   179,512   190,786   89,156 Agricultural 124,291   134,916   125,156   129,486   25,551 Commercial and industrial 487,063   455,494   451,384   471,983   349,425 Acquisition and development:         1-4 family residential construction 38,490   40,621   47,432   56,383   32,439 Commercial and land development 198,889   227,434   241,424   262,317   129,883 Municipal 28,693   30,780   30,044   27,960   10,594 Total commercial loans 3,105,185   3,090,560   3,142,892   3,202,438   1,870,368 Residential mortgage:         First lien 472,030   464,642   460,297   451,195   271,153 Home equity – term 5,784   9,224   5,988   6,508   4,633 Home equity – lines of credit 305,968   295,820   303,561   303,165   192,736 Other - term(1) 25,384   —   —   —   — Installment and other loans 17,028   15,739   18,476   18,131   8,713 Total loans 3,931,379   3,875,985   3,931,214   3,981,437   2,347,603 Allowance for credit losses (47,898)  (47,804)  (48,689)  (49,630)  (29,864)Net loans held for investment 3,883,481   3,828,181   3,882,525   3,931,807   2,317,739 Goodwill 69,751   68,106   68,106   70,655   18,724 Other intangible assets, net 42,748   45,230   47,765   46,144   1,974 Total assets 5,387,645   5,441,586   5,441,589   5,470,589   3,198,782 Total deposits 4,516,625   4,633,716   4,623,096   4,650,853   2,702,884 FHLB advances and other borrowings and Securities sold under agreements to repurchase 166,381   123,480   141,227   137,310   129,625 Subordinated notes and trust preferred debt 69,021   68,850   68,680   68,510   32,128 Total shareholders' equity 548,448   532,936   516,682   516,206   278,376           (1) Other - term includes property assessed clean energy ("PACE") loans. HISTORICAL TRENDS IN QUARTERLY FINANCIAL DATA (Unaudited)      (continued)          June 30,2025 March 31,2025 December 31,2024 September 30,2024 June 30,2024Capital and credit quality measures(1):         Total risk-based capital:         Orrstown Financial Services, Inc. 13.3%  13.1%  12.4%  12.4%  13.3%Orrstown Bank 13.3%  13.0%  12.4%  12.2%  13.1%Tier 1 risk-based capital:         Orrstown Financial Services, Inc. 11.1%  10.8%  10.2%  10.0%  11.1%Orrstown Bank 12.1%  11.9%  11.2%  11.0%  12.0%Tier 1 common equity risk-based capital:         Orrstown Financial Services, Inc. 10.9%  10.6%  10.0%  9.8%  11.1%Orrstown Bank 12.1%  11.9%  11.2%  11.0%  12.0%Tier 1 leverage capital:         Orrstown Financial Services, Inc. 9.0%  8.6%  8.3%  8.0%  8.9%Orrstown Bank 9.8%  9.5%  9.1%  8.8%  9.5%          Average equity to average assets 9.97%  9.65%  9.45%  9.75%  8.50%Allowance for credit losses to total loans 1.22%  1.23%  1.24%  1.25%  1.27%Total nonaccrual loans to total loans 0.57%  0.59%  0.61%  0.68%  0.36%Nonperforming assets to total assets 0.42%  0.42%  0.45%  0.49%  0.26%Allowance for credit losses to nonaccrual loans 214%  210%  202%  184%  357%          Other information:         Net charge-offs$115  $331  $3,002  $269  $113 Classified loans 65,754   76,211   88,628   105,465   48,722 Nonperforming and other risk assets:         Nonaccrual loans 22,423   22,727   24,111   26,927   8,363 Other real estate owned —   138   138   138   — Total nonperforming assets 22,423   22,865   24,249   27,065   8,363 Financial difficulty modifications still accruing 5,759   5,127   4,897   9,497   — Loans past due 90 days or more and still accruing 1,312   400   641   337   187 Total nonperforming and other risk assets$29,494  $28,392  $29,787  $36,899  $8,550 (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. 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 $112.5 million and $115.9 million at June 30, 2025 and December 31, 2024, respectively. In addition, during the three months ended June 30, 2025, March, 31, 2025, December 31, 2024, September 30, 2024 and June 30, 2024, the Company incurred $1.0 million, $1.6 million, $3.9 million, $17.0 million and $1.1 million in merger-related expenses, respectively. During the three months ended December 31, 2024 and September 30, 2024, the Company incurred other non-recurring charges totaling $0.5 million and $20.2 million, respectively. Tangible book value per common share, tangible common equity and the impact of the non-recurring 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 30,2025 March 31,2025 December 31,2024 September 30,2024 June 30,2024Shareholders' equity (most directly comparable GAAP-based measure) $548,448  $532,936  $516,682  $516,206  $278,376 Less: Goodwill  69,751   68,106   68,106   70,655   18,724 Other intangible assets  42,748   45,230   47,765   46,144   1,974 Related tax effect  (8,977)  (9,498)  (10,031)  (9,690)  (415)Tangible common equity (non-GAAP) $444,926  $429,098  $410,842  $409,097  $258,093            Common shares outstanding  19,536   19,510   19,390   19,373   10,720            Book value per share (most directly comparable GAAP-based measure) $28.07  $27.32  $26.65  $26.65  $25.97 Intangible assets per share  5.30   5.33   5.46   5.53   1.89 Tangible book value per share (non-GAAP) $22.77  $21.99  $21.19  $21.12  $24.08             Return on Average Common Equity June 30,2025 March 31,2025 December 31,2024 September 30,2024 June 30,2024Average shareholders' equity $535,684  $523,689  $516,399  $537,670 $272,788 Less: Average goodwill  68,126   68,106   71,477   36,034  18,724 Less: Average other intangible assets, gross  44,304   46,864   45,319   17,393  2,105 Average tangible equity $423,254  $408,719  $399,603  $484,243 $251,959 Return on average tangible equity  18.43%  17.91%  13.62% (6.49)%  12.35%            (In thousands)Three Months Ended Six Months EndedAdjusted Ratios for Non-recurring ChargesJune 30,2025 March 31, 2025 December 31,2024 September 30,2024 June 30,2024 June 30,2025  June 30,2024Net income (loss) (A) - most directly comparable GAAP-based measure$19,448  $18,051  $13,684  $(7,903) $7,738  $37,499   $16,269 Plus: Merger-related expenses (B) 968   1,649   3,887   16,977   1,135   2,617    1,807 Plus: Executive retirement expenses (B) —   —   35   4,758   —   —    — Plus: Provision for credit losses on non-PCD loans (B) —   —   —   15,504   —   —    — Plus: Provision for legal settlement (B) —   —   478   —   —   —    — Less: Related tax effect (C) (221)  (368)  (1,386)  (7,915)  (139)  (590)   (140)Adjusted net income (D=A+B-C) - Non-GAAP$20,195  $19,332  $16,698  $21,421  $8,734  $39,526   $17,936                Average assets (E)$5,374,772  $5,425,697  $5,464,165  $5,515,143  $3,211,124  $5,400,094   $3,154,948 Return on average assets (= A / E) - most directly comparable GAAP-based measure (1) 1.45%  1.35%  1.00% (0.57)%  0.97%  1.40%   1.04%Return on average assets, adjusted (= D / E) - Non-GAAP (1) 1.51%  1.45%  1.22%  1.55%  1.09%  1.48%   1.14%               Average equity (F)$535,684  $523,689  $516,399  $537,670  $272,788  $529,720   $270,538 Return on average equity (= A / F) - most directly comparable GAAP-based measure (1) 14.56%  13.98%  10.54% (5.85)%  11.41%  14.28%   12.09%Return on average equity, adjusted (= D / F) - Non-GAAP (1) 15.12%  14.97%  12.86%  15.85%  12.88%  15.05%   13.33%               Weighted average shares - basic (G) - most directly comparable GAAP-based measure 19,173   19,157   19,118   19,088   10,393   19,165    10,371 Basic earnings (loss) per share (= A / G) - most directly comparable GAAP-based measure$1.01  $0.94  $0.72  $(0.41) $0.74  $1.96   $1.57 Basic earnings per share, adjusted (= D / G) - Non-GAAP$1.05  $1.01  $0.87  $1.12  $0.84  $2.06   $1.73                Weighted average shares - diluted (H) - most directly comparable GAAP-based measure 19,342   19,328   19,300   19,226   10,553   19,335    10,517 Diluted earnings (loss) per share (= A / H) - most directly comparable GAAP-based measure$1.01  $0.93  $0.71  $(0.41) $0.73  $1.94   $1.55 Diluted earnings per share, adjusted (= D / H) - Non-GAAP$1.04  $1.00  $0.87  $1.11  $0.83  $2.04   $1.71                (1) Annualized               Three Months Ended Six Months Ended June 30,2025 March 31, 2025 December 31,2024 September 30,2024 June 30,2024 June 30,2025  June 30,2024Noninterest expense (I) - most directly comparable GAAP-based measure$37,614  $38,176  $42,930  $60,299  $22,639  $75,790   $45,108 Less: Merger-related expenses (B) (968)  (1,649)  (3,887)  (16,977)  (1,135)  (2,617)   (1,807)Less: Executive retirement expenses (B) —   —   (35)  (4,758)  —   —    — Less: Provision for legal settlement (B) —   —   (478)  —   —   —    — Adjusted noninterest expense (J = I - B) - Non-GAAP$36,646  $36,527  $38,531  $38,564  $21,504  $73,173   $43,301                Net interest income (K)$49,512  $48,761  $50,573  $51,697  $26,103  $98,273   $52,984 Noninterest income (L) 12,915   11,624   11,247   12,386   7,172   24,539    13,802 Total operating income (M = K + L)$62,427  $60,385  $61,820  $64,083  $33,275  $122,812   $66,786                Efficiency ratio (= I / M) - most directly comparable GAAP-based measure 60.3%  63.2%  69.4%  94.1%  68.0%  61.7%   67.5%Efficiency ratio, adjusted (= J / M) - Non-GAAP 58.7%  60.5%  62.3%  60.2%  64.6%  59.6%   64.8%               (1) Annualized               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, 2025: (In thousands) SectorPortfolio Mix Amortized Book Fair Value Credit Enhancement AAA AA A BBB BB NR Collateral / Guarantee TypeUnsecured ABS—% $2,827 $2,673 28% —% —% —% —% —% 100% Unsecured Consumer DebtStudent Loan ABS—   3,577  3,576 28  —  —  —  —  —  100  Seasoned Student LoansFederal Family Education Loan ABS8   75,724  74,828 11  —  47  33  7  13  —  Federal Family Education Loan (1)PACE Loan ABS—   1,912  1,702 7  100  —  —  —  —  —  PACE Loans (2)Non-Agency CMBS3   24,012  24,027 24  —  —  —  —  —  100   Non-Agency RMBS2   15,936  14,596 16  100  —  —  —  —  —  Reverse Mortgages (3)Municipal - General Obligation11   100,035  90,241   16  77  7  —  —  —   Municipal - Revenue13   120,446  105,710   —  82  12  —  —  6   SBA ReRemic (5)—   1,904  1,890   —  100  —  —  —  —  SBA Guarantee (4)Small Business Administration1   5,156  5,275   —  100  —  —  —  —  SBA Guarantee (4)Agency MBS22   198,876  197,965   —  100  —  —  —  —  Residential Mortgages (4)Agency CMO38   344,233  342,057   —  100  —  —  —  —   U.S. Treasury securities2   20,036  18,641   —  100  —  —  —  —  U.S. Government Guarantee (4)Corporate bonds—   1,941  1,977   —  —  52  48  —  —    100% $916,615 $885,158   4% 85% 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 $5.4 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; the possibility that the anticipated benefits of the merger with Codorus Valley Bancorp are not realized when expected or at all; and other risks and uncertainties, including those detailed in our Annual Report on Form 10-K for the year ended December 31, 2024 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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