Document

EX-99.1 2 ex9912025-q4earningsrelease.htm EX-99.1 Document

Exhibit 99.1

FOR IMMEDIATE RELEASE:

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

•Net income of $21.5 million, or $1.11 per diluted share, for the three months ended December 31, 2025 compared to net income of $21.9 million, or $1.13 per diluted share, for the three months ended September 30, 2025;

•Net income of $80.9 million and diluted earnings per share of $4.18 for the year ended December 31, 2025 compared to net income of $22.1 million and diluted earnings per share of $1.48 for the year ended December 31, 2024;

•Adjusted net income and diluted earnings per share totaled $82.9 million(1) and $4.28(1), respectively, for the year ended December 31, 2025 compared to $56.1 million(1) and $3.76(1), respectively, for the year ended December 31, 2024 (excluding certain previously disclosed non-recurring expenses for both periods);

•Return on average assets was 1.55% and return on average equity was 14.73% for the three months ended December 31, 2025, compared to 1.60% and 15.72%, respectively, for the three months ended September 30, 2025;

•Net interest margin, on a tax equivalent basis, was 4.00% in the fourth quarter of 2025 compared to 4.11% in the third quarter of 2025; the net accretion impact of purchase accounting marks was 46 basis points in the fourth quarter of 2025 compared to 52 basis points in the third quarter of 2025;

•Total loans increased by $41.0 million, or approximately 4% annualized, from September 30, 2025 to December 31, 2025; classified loans decreased by $5.7 million from $64.1 million at September 30, 2025 to $58.4 million at December 31, 2025;

•Noninterest income increased by $1.0 million from $13.4 million for the three months ended September 30, 2025 to $14.4 million for the three months ended December 31, 2025; increase driven by wealth management and swap fee growth;

•Noninterest expenses increased by $1.1 million from $36.3 million for the three months ended September 30, 2025 to $37.4 million for the three months ended December 31, 2025 due primarily to increased health care and professional service costs;

•Tangible common equity increased to 9.0% at December 31, 2025 from 8.8% at September 30, 2025;

•Tangible book value per common share(1) increased to $25.21 per share at December 31, 2025 from $24.12 per share at September 30, 2025 and

•The Board of Directors declared a cash dividend of $0.30 per common share, payable February 17, 2026, to shareholders of record as of February 10, 2026; this represents a $0.03 per share increase in the Company's quarterly cash dividend.

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

HARRISBURG, PA (January 27, 2026) -- Orrstown Financial Services, Inc. (the "Company") (NASDAQ: ORRF), the parent company of Orrstown Bank (the “Bank”), announced earnings for the periods ended December 31, 2025. Net income totaled $21.5 million for the three months ended December 31, 2025, compared to net income of $21.9 million and $13.7 million for the three months ended September 30, 2025 and December 31, 2024, respectively. Diluted earnings per share was $1.11 for the three months ended December 31, 2025, compared to $1.13 and $0.71 for the three months ended September 30, 2025 and December 31, 2024, respectively. For the fourth quarter of 2024, excluding the impact from the previously disclosed non-recurring charges, net of taxes, net income and diluted earnings per share were $16.7 million(1) and $0.87(1), respectively.

Net income totaled $80.9 million and $22.1 million for the years ended December 31, 2025 and 2024, respectively. Diluted earnings per share totaled $4.18 for the year ended December 31, 2025, compared to $1.48 for the year ended December

31, 2024. Excluding the impact from merger-related expenses, net income and diluted earnings per share were $82.9 million(1) and $4.28(1) for the year ended December 31, 2025, respectively. For the year ended December 31, 2024, net income and diluted earnings per share were $56.1 million(1) and $3.76(1), respectively, excluding the previously disclosed non-recurring expenses.

“In 2025, Orrstown achieved the highest reported annual net income in the Company’s history,” said Thomas R. Quinn, Jr., President and Chief Executive Officer. “Margin performance, together with continued growth in noninterest income, resulted in strong earnings and capital generation throughout the year. This discipline was reflected in our performance in the fourth quarter of 2025 with a return on average assets of 1.55%. Loan growth was steady during the fourth quarter while we saw a few projected closings push into the first quarter of 2026. We remain confident in our robust pipeline and the ability of our experienced relationship bankers to continue to grow the loan portfolio responsibly. Our credit metrics and capital ratios remain sound. We believe that there are significant upside opportunities in front of us and that we are well-positioned to take advantage of them.”

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

DISCUSSION OF RESULTS

Balance Sheet

Loans

Loans held for investment increased by $41.0 million and totaled $4.0 billion at both December 31, 2025 and September 30, 2025, respectively. Commercial loans increased by $27.3 million, or approximately 3% annualized, and residential mortgages increased by $12.2 million, or approximately 6% annualized, from September 30, 2025 to December 31, 2025.

Investment Securities

Investment securities, all of which are classified as available-for-sale, increased by $62.3 million to $952.7 million at December 31, 2025 from $890.4 million at September 30, 2025. During the fourth quarter of 2025, the Bank purchased $124.9 million of investment securities consisting of agency mortgage backed securities and collateralized mortgage obligations, which was partially offset by sales of $42.2 million and paydowns totaling $24.8 million. The purchase and sale activity during the period was to redeploy funds into higher yielding assets based on market opportunities as well as to manage balance sheet positioning. Net unrealized losses declined by $3.0 million during the three months ended December 31, 2025 due to lower market interest rates. The overall duration of the Company's investment securities portfolio was 4.6 years at December 31, 2025 compared to 4.4 years at September 30, 2025. See Appendix B for a summary of the Bank's investment securities at December 31, 2025, highlighting their concentrations, credit ratings and credit enhancement levels.

Deposits

During the fourth quarter of 2025, deposits decreased by $4.8 million and totaled $4.5 billion at both December 31, 2025 and September 30, 2025. Non-interest bearing demand deposits and time deposits decreased by $30.7 million and $21.6 million, respectively, from September 30, 2025 to December 31, 2025. Interest bearing demand deposits, money market deposits and savings deposits increased by $25.8 million, $19.0 million and $2.7 million, respectively, from September 30, 2025 to December 31, 2025. The Bank's loan-to-deposit ratio was 89% at December 31, 2025 compared to 88% at September 30, 2025.

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 $274.7 million at December 31, 2025 compared to $209.2 million at September 30, 2025. The increase was due to higher utilization of borrowings during the fourth quarter of 2025 as lending and investing activities increased. 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 approximately $1.7 billion at both December 31, 2025 and September 30, 2025.

On September 30, 2025, the Company redeemed its $32.5 million outstanding 6.0% fixed-to-floating rate subordinated notes. During the three months ended September 30, 2025, the Company amortized the remaining debt issuance costs of $0.3 million as a result of the redemption.

Income Statement

Net Interest Income and Margin

Net interest income was $50.5 million for the three months ended December 31, 2025 compared to $51.0 million for the three months ended September 30, 2025. The net interest margin, on a tax equivalent basis, decreased to 4.00% in the fourth quarter of 2025 from 4.11% in the third quarter of 2025. This decrease is primarily the result of a decrease of 16 basis points in the yield on loans from the three months ended September 30, 2025 to the three months ended December 31, 2025. This decrease in the yield on loans was partially offset by a decrease of six basis points in the cost of funds between the same periods.

Net interest income was positively impacted by the net accretion impact of purchase accounting marks on loans, securities, deposits and borrowings of $5.3 million during the fourth quarter of 2025 compared to $5.8 million for the third quarter of 2025. This change of $0.5 million was due partially to lower accelerated accretion on loans in the three months ended December 31, 2025 compared to the three months ended September 30, 2025.

Interest income on loans, on a tax equivalent basis, decreased by $1.4 million to $64.6 million for the three months ended December 31, 2025 compared to $66.0 million for the three months ended September 30, 2025. This decrease was primarily due to the impact of fed funds rate reductions on the Bank's variable rate loan portfolio. In addition, the accretion of purchase accounting marks on loans totaled $4.7 million during the fourth quarter of 2025 compared to $5.3 million during the third quarter of 2025.

Interest income on investment securities, on a tax equivalent basis, was $11.2 million for the fourth quarter of 2025 compared to $10.6 million for the third quarter of 2025. Average investment securities increased by $70.6 million during the three months ended December 31, 2025 compared to the three months ended September 30, 2025 primarily due to net purchases.

Interest expense, on a tax equivalent basis, decreased by $0.4 million to $25.7 million for the three months ended December 31, 2025 compared to $26.1 million for the three months ended September 30, 2025. Average FHLB advances and other borrowings increased by $69.9 million from $168.9 million for the three months ended September 30, 2025 to $238.8 million for the three months ended December 31, 2025. Borrowing costs decreased by 111 basis points during the three months ended December 31, 2025 compared to the three months ended September 30, 2025. This was primarily the result of the prior quarter redemption of subordinated debt, as well as the recent reductions to FHLB borrowing rates. Interest expense incurred on the subordinated notes decreased by $0.6 million to $0.4 million for the three months ended December 31, 2025 compared to $1.0 million for the three months ended September 30, 2025. In addition, there was $0.3 million of accelerated amortization of debt issuance costs during the third quarter of 2025. Average interest-bearing deposits increased by $34.5 million during the three months ended December 31, 2025 compared to the three months ended September 30, 2025. The cost of interest-bearing deposits declined by three basis points from the third quarter of 2025 to the fourth quarter of 2025.

Provision for Credit Losses on Loans

The allowance for credit losses ("ACL") on loans decreased to $47.7 million at December 31, 2025 from $48.1 million at September 30, 2025. The ACL to total loans was 1.19% at December 31, 2025 compared to 1.21% at September 30, 2025. The Company recorded provision expense of $0.1 million for the three months ended December 31, 2025 compared to $0.4 million for the three months ended September 30, 2025. Net charge-offs were $0.5 million for the three months ended December 31, 2025 compared to $0.2 million for the three months ended September 30, 2025.

Classified loans decreased by $5.7 million to $58.4 million at December 31, 2025 from $64.1 million at September 30, 2025 due to repayments of $7.9 million, net downgrades of $2.7 million and gross charge offs of $0.5 million. Non-accrual loans totaled $28.0 million at December 31, 2025 compared to $26.2 million at September 30, 2025. The increase in nonaccrual loans was due to additions to nonaccrual status of $4.8 million of loans primarily consisting of $2.3 million for one commercial loan and $1.1 million in home equity line of credit loans. This increase was partially offset by repayments totaling $2.5 million and gross charge offs of $0.6 million. Nonaccrual loans to total loans increased to 0.70% at December 31, 2025 from 0.66% at September 30, 2025. Management believes the ACL to be adequate based on current asset quality metrics and economic forecasts.

Noninterest Income

Noninterest income increased by $1.0 million to $14.4 million for the three months ended December 31, 2025 from $13.4 million for the three months ended September 30, 2025.

Wealth management income increased by $0.4 million to $5.7 million for the three months ended December 31, 2025 compared to $5.3 million for the three months ended September 30, 2025 due to continued growth of our wealth management platform as well as market performance.

Swap fee income increased by $0.3 million to $1.1 million for the three months ended December 31, 2025 compared to $0.8 million for the three months ended September 30, 2025. Swap fee income will fluctuate based on market conditions and client demand.

Income from service charges increased by $0.2 million to $3.2 million for the three months ended December 31, 2025 from $3.0 million for the three months ended September 30, 2025 due to increased treasury management activity.

Noninterest Expenses

Noninterest expenses increased by $1.1 million to $37.4 million for the three months ended December 31, 2025 from $36.3 million in the three months ended September 30, 2025.

Salaries and benefits expense was $22.0 million for the three months ended December 31, 2025 compared to $21.4 million for the three months ended September 30, 2025. The fourth quarter of 2025 included an increase in health care costs.

Advertising and bank promotions expense increased by $0.4 million from $0.2 million for the three months ended September 30, 2025 to $0.6 million for the three months ended December 31, 2025 due to contributions to tax credit programs during the fourth quarter of 2025. Taxes other than income decreased by $0.3 million in the three months ended December 31, 2025 compared to the three months ended September 30, 2025. This decrease reflects the tax credit impact of the contributions referenced above.

Professional services expense increased by $0.2 million from $1.7 million for the three months ended September 30, 2025 to $1.9 million for the three months ended December 31, 2025. The increase was due to third-party assistance with internal projects.

Income Taxes

The Company's effective tax rate was 21.8% for the fourth quarter of 2025 compared to 21.0% for the third quarter of 2025. The Company's effective tax rate for the three months ended December 31, 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 and an increase in non-deductible expenses. This increase in the effective tax rate was 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 $591.5 million at December 31, 2025 compared to $571.9 million at September 30, 2025. The increase is due to net income of $21.5 million, other comprehensive income of $2.3 million and share-based compensation activity of $1.0 million, partially offset by dividend payments of $5.2 million.

Tangible book value per common share(1) increased to $25.21 per share at December 31, 2025 from $24.12 per share at September 30, 2025. The Company's tangible common equity ratio was 9.0% at December 31, 2025 compared to 8.8% at September 30, 2025. Return on average tangible common equity per common share(1) was 18.15% for the three months ended December 31, 2025 compared to 19.70% for the three months ended September 30, 2025. The decrease in the return on average tangible common equity per common share was primarily due to the increase in average shareholders' equity.

The Company's capital ratios increased during the three months ended December 31, 2025 compared to the three months ended September 30, 2025 due to earnings. The Company's tier 1 common equity, tier 1 capital and total risk-based capital ratios were 11.5%, 11.7% and 13.3%, respectively, at December 31, 2025 compared to 11.1%, 11.3% and 13.1%, respectively, at September 30, 2025. The Company's Tier 1 leverage ratio increased to 9.5% at December 31, 2025 compared to 9.3% at September 30, 2025.

At December 31, 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.

(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						Twelve Months Ended
	December 31,			December 31,			December 31,			December 31,
(In thousands)	2025			2024			2025			2024

Profitability for the period:
Net interest income	$	50,531		$	50,573		$	199,792		$	155,254
Provision for credit losses - loans	75			2,617			126			17,408
Recovery of credit losses - unfunded loan commitments	—			(862)			(100)			(862)
Noninterest income	14,392			11,247			52,313			37,435
Noninterest expenses	37,355			42,930			149,442			148,337
Income before income tax expense	27,493			17,135			102,637			27,806
Income tax expense	6,002			3,451			21,782			5,756
Net income available to common shareholders	$	21,491		$	13,684		$	80,855		$	22,050

Financial ratios:
Return on average assets (1)	1.55		%	1.00		%	1.49		%	0.51		%
Return on average assets, adjusted (1) (2) (3)	n/a			1.22		%	1.53		%	1.30		%
Return on average equity (1)	14.73		%	10.54		%	14.76		%	5.62		%
Return on average equity, adjusted (1) (2) (3)	n/a			12.86		%	15.13		%	14.29		%
Net interest margin (1)	4.00		%	4.05		%	4.04		%	3.92		%
Efficiency ratio	57.5		%	69.4		%	59.3		%	77.0		%
Efficiency ratio, adjusted (2) (3)	n/a			62.3		%	58.2		%	62.5		%
Income per common share:
Basic	$	1.12		$	0.72		$	4.21		$	1.49
Basic, adjusted (2) (3)	n/a			$	0.87		$	4.32		$	3.80
Diluted	$	1.11		$	0.71		$	4.18		$	1.48
Diluted, adjusted (2) (3)	n/a			$	0.87		$	4.28		$	3.76

Average equity to average assets	10.51		%	9.45		%	10.08		%	9.08		%

(1) Annualized for the three months ended December 31, 2025 and 2024.
(2) Ratio has been adjusted for the non-recurring charges. There were no non-recurring charges for the three months ended December 31, 2025.
(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)
	December 31,			December 31,
(Dollars in thousands, except per share amounts)	2025			2024
At period-end:
Total assets	$	5,542,255		$	5,441,589

Loans, net of allowance for credit losses	3,973,012			3,882,525
Loans held-for-sale, at fair value	6,090			6,614
Securities available for sale, at fair value	952,740			829,711
Total deposits	4,528,774			4,623,096
FHLB advances and other borrowings and Securities sold under agreements to repurchase	299,243			141,227
Subordinated notes and trust preferred debt	37,122			68,680
Shareholders' equity	591,535			516,682

Credit quality and capital ratios (1):
Allowance for credit losses to total loans	1.19		%	1.24		%
Total nonaccrual loans to total loans	0.70		%	0.61		%
Nonperforming assets to total assets	0.51		%	0.45		%
Allowance for credit losses to nonaccrual loans	170		%	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.	11.7		%	10.2		%
Orrstown Bank	12.2		%	11.2		%
Tier 1 common equity risk-based capital:
Orrstown Financial Services, Inc.	11.5		%	10.0		%
Orrstown Bank	12.2		%	11.2		%
Tier 1 leverage capital:
Orrstown Financial Services, Inc.	9.5		%	8.3		%
Orrstown Bank	9.9		%	9.1		%

Book value per common share	$	30.32		$	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)	December 31, 2025		December 31, 2024
Assets
Cash and due from banks	$	42,083	$	51,026
Interest-bearing deposits with banks	107,691		197,848

Cash and cash equivalents	149,774		248,874
Restricted investments in bank stocks	26,717		20,232
Securities available for sale (amortized cost of $972,138 and $864,920 at December 31, 2025 and December 31, 2024, respectively)	952,740		829,711
Loans held for sale, at fair value	6,090		6,614
Loans	4,020,693		3,931,214
Less: Allowance for credit losses	(47,681)		(48,689)
Net loans	3,973,012		3,882,525
Premises and equipment, net	51,029		50,217
Cash surrender value of life insurance	146,994		143,854
Goodwill	69,751		68,106
Other intangible assets, net	37,990		47,765
Accrued interest receivable	21,473		21,058
Deferred tax assets, net	33,931		42,647
Other assets	72,754		79,986
Total assets	$	5,542,255	$	5,441,589

Liabilities
Deposits:
Noninterest-bearing	$	870,906	$	894,176
Interest-bearing	3,657,868		3,728,920

Total deposits	4,528,774		4,623,096
Securities sold under agreements to repurchase and federal funds purchased	24,542		25,863
FHLB advances and other borrowings	274,701		115,364
Subordinated notes and trust preferred debt	37,122		68,680
Other liabilities	85,581		91,904
Total liabilities	4,950,720		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; 19,711,628 shares issued and 19,507,208 outstanding at December 31, 2025; 19,722,640 shares issued and 19,389,967 outstanding at December 31, 2024	1,026		1,027
Additional paid—in capital	424,596		423,274
Retained earnings	186,752		126,540
Accumulated other comprehensive loss	(15,201)		(26,316)
Treasury stock— 204,420 and 332,673 shares, at cost at December 31, 2025 and December 31, 2024, respectively	(5,638)		(7,843)
Total shareholders’ equity	591,535		516,682
Total liabilities and shareholders’ equity	$	5,542,255	$	5,441,589


ORRSTOWN FINANCIAL SERVICES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

	Three Months Ended				Twelve Months Ended
	December 31,		December 31,		December 31,		December 31,
(Dollars in thousands, except per share amounts)	2025		2024		2025		2024
Interest income
Loans	$	64,411	$	67,870	$	256,630	$	210,287
Investment securities - taxable	9,951		8,773		37,668		27,361
Investment securities - tax-exempt	881		880		3,515		3,521
Short-term investments	1,017		2,492		5,921		7,764
Total interest income	76,260		80,015		303,734		248,933
Interest expense
Deposits	22,584		26,850		92,338		84,234
Securities sold under agreements to repurchase and federal funds purchased	105		67		402		215
FHLB advances and other borrowings	2,371		1,165		6,310		4,945
Subordinated notes and trust preferred debt	669		1,360		4,892		4,285
Total interest expense	25,729		29,442		103,942		93,679
Net interest income	50,531		50,573		199,792		155,254
Provision for credit losses - loans	75		2,617		126		17,408
Recovery of credit losses - unfunded loan commitments	—		(862)		(100)		(862)
Net interest income after net provision for credit losses	50,456		48,818		199,766		138,708
Noninterest income
Service charges	3,225		2,050		11,247		6,893
Interchange income	1,553		1,608		6,041		5,259
Swap fee income	1,112		597		2,991		1,676
Wealth management income	5,739		4,902		21,698		16,353
Mortgage banking activities	503		517		1,805		1,835

Investment securities gains (losses)	95		(5)		166		249
Other income	2,165		1,578		8,365		5,170
Total noninterest income	14,392		11,247		52,313		37,435
Noninterest expenses
Salaries and employee benefits	21,980		22,444		85,171		76,581
Occupancy, furniture and equipment	4,017		4,893		16,978		14,570
Data processing	1,292		1,540		4,297		6,088
Advertising and bank promotions	561		878		2,291		2,587
FDIC insurance	683		955		2,833		2,677
Professional services	1,947		1,591		7,492		4,142
Taxes other than income	574		(312)		2,639		734
Intangible asset amortization	2,348		2,838		9,765		5,742
Merger-related expenses	—		3,887		2,617		22,671

Restructuring expenses	—		39		91		296

Other operating expenses	3,953		3,699		15,268		11,771
Total noninterest expenses	37,355		42,930		149,442		148,337
Income before income tax expense	27,493		17,135		102,637		27,806
Income tax expense	6,002		3,451		21,782		5,756
Net income	$	21,491	$	13,684	$	80,855	$	22,050
continued



	Three Months Ended				Twelve Months Ended
	December 31,		December 31,		December 31,		December 31,
	2025		2024		2025		2024
Share information:
Basic earnings per share	$	1.12	$	0.72	$	4.21	$	1.49
Diluted earnings per share	$	1.11	$	0.71	$	4.18	$	1.48
Dividends paid per share	$	0.27	$	0.23	$	1.06	$	0.86
Weighted average shares - basic	19,251		19,118		19,201		14,761
Weighted average shares - diluted	19,384		19,300		19,355		14,914



ANALYSIS OF NET INTEREST INCOME
Average Balances and Interest Rates, Taxable-Equivalent Basis (Unaudited)
	Three Months Ended
	12/31/2025						9/30/2025						6/30/2025						3/31/2025						12/31/2024
			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	$	103,886	$	1,017	3.88	%	$	101,728	$	1,123	4.38	%	$	136,106	$	1,513	4.46	%	$	203,347	$	2,268	4.52	%	$	199,236	$	2,492	4.96	%


Investment securities (1)(2)	976,957		11,177		4.58		906,399		10,593		4.67		904,119		10,626		4.70		865,126		10,052		4.65		849,389		9,887		4.66


Loans (1)(3)(4)(5)	3,997,842		64,635		6.42		3,979,044		65,975		6.58		3,894,978		63,246		6.52		3,909,694		63,641		6.59		3,961,269		68,073		6.82
Total interest-earning assets	5,078,685		76,829		6.01		4,987,171		77,691		6.19		4,935,203		75,385		6.13		4,978,167		75,961		6.17		5,009,894		80,452		6.38


Other assets	426,626						433,659						439,569						447,530						454,271

Total assets	$	5,505,311					$	5,420,830					$	5,374,772					$	5,425,697					$	5,464,165
Liabilities and Shareholders' Equity
Interest-bearing demand deposits	$	2,471,895	14,078		2.26		$	2,450,034	14,145		2.29		$	2,463,687	13,880		2.26		$	2,473,543	14,156		2.32		$	2,522,885	15,575		2.45
Savings deposits	262,240		164		0.25		264,761		164		0.25		269,309		165		0.25		273,313		165		0.25		272,718		166		0.24
Time deposits	912,611		8,342		3.63		897,416		8,330		3.68		914,108		8,810		3.87		970,588		9,939		4.15		998,963		11,109		4.41
Total interest-bearing deposits	3,646,746		22,584		2.46		3,612,211		22,639		2.49		3,647,104		22,855		2.51		3,717,444		24,260		2.65		3,794,566		26,850		2.81
Securities sold under agreements to repurchase and federal funds purchased	27,348		105		1.52		27,772		107		1.53		25,917		106		1.64		26,163		84		1.30		21,572		67		1.23
FHLB advances and other borrowings	238,806		2,371		3.94		168,939		1,791		4.21		104,068		1,030		3.97		112,859		1,118		4.02		115,373		1,165		4.01
Subordinated notes and trust preferred debt	37,024		669		7.17		68,749		1,597		9.21		68,910		1,330		7.74		68,739		1,296		7.65		68,571		1,360		7.88
Total interest-bearing liabilities	3,949,923		25,729		2.58		3,877,671		26,134		2.67		3,845,999		25,321		2.64		3,925,205		26,758		2.76		4,000,082		29,442		2.92
Noninterest-bearing demand deposits	882,552						902,128						904,031						887,726						849,999
Other liabilities	93,976						89,086						89,058						89,077						97,685
Total liabilities	4,926,451						4,868,885						4,839,088						4,902,008						4,947,766
Shareholders' equity	578,859						551,945						535,684						523,689						516,399
Total	$	5,505,311					$	5,420,830					$	5,374,772					$	5,425,697					$	5,464,165
Taxable-equivalent net interest income / net interest spread			51,100		3.43	%			51,557		3.52	%			50,064		3.49	%			49,203		3.41	%			51,010		3.46	%
Taxable-equivalent net interest margin					4.00	%					4.11	%					4.07	%					4.00	%					4.05	%
Taxable-equivalent adjustment			(569)						(569)						(552)						(442)						(437)
Net interest income			$	50,531					$	50,988					$	49,512					$	48,761					$	50,573
Ratio of average interest-earning assets to average interest-bearing liabilities					129	%					129	%					128	%					127	%					125	%

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 $4.7 million, $5.3 million, $4.9 million, $6.6 million and $7.6 million for the three months ended December 31, 2025, September 30, 2025, June 30, 2025, March 31, 2025 and December 31, 2024, respectively.




ANALYSIS OF NET INTEREST INCOME
Average Balances and Interest Rates, Taxable-Equivalent Basis (Unaudited)
(continued)
	Twelve Months Ended
	December 31, 2025						December 31, 2024
			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	$	135,900	$	5,921	4.36	%	$	150,500	$	7,764	5.14	%


Investment securities (1)(2)	913,438		42,556		4.66		690,223		31,817		4.60


Loans (1)(3)(4)(5)(6)	3,945,723		257,493		6.53		3,150,425		210,994		6.68
Total interest-earning assets	4,995,061		305,970		6.13		3,991,148		250,575		6.26


Other assets	436,681						330,324

Total assets	$	5,431,742					$	4,321,472
Liabilities and Shareholders' Equity
Interest-bearing demand deposits	$	2,464,745	56,258		2.28		$	2,077,038	51,049		2.45
Savings deposits	267,271		659		0.25		223,183		599		0.27
Time deposits	923,547		35,421		3.84		732,446		32,586		4.44
Total interest-bearing deposits	3,655,563		92,338		2.53		3,032,667		84,234		2.77
Securities sold under agreements to repurchase and federal funds purchased	26,806		402		1.50		17,543		215		1.22
FHLB advances and other borrowings	156,548		6,310		4.03		120,787		4,945		4.08
Subordinated notes and trust preferred debt	60,790		4,892		8.05		50,397		4,285		8.48
Total interest-bearing liabilities	3,899,707		103,942		2.67		3,221,394		93,679		2.91
Noninterest-bearing demand deposits	894,117						625,714
Other liabilities	90,210						82,084
Total liabilities	4,884,034						3,929,192
Shareholders' equity	547,708						392,280
Total liabilities and shareholders' equity	$	5,431,742					$	4,321,472
Taxable-equivalent net interest income / net interest spread			202,029		3.46	%			156,896		3.36	%
Taxable-equivalent net interest margin					4.04	%					3.92	%
Taxable-equivalent adjustment			(2,237)						(1,642)
Net interest income			$	199,792					$	155,254
Ratio of average interest-earning assets to average interest-bearing liabilities					128	%					124	%

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 twelve months ended December 31, 2024.

(6) Interest income on loans includes accretion on purchase accounting marks of $21.5 million and $15.2 million for the twelve months ended December 31, 2025 and 2024, respectively.


ORRSTOWN FINANCIAL SERVICES, INC.
HISTORICAL TRENDS IN QUARTERLY FINANCIAL DATA (Unaudited)

(In thousands)	December 31, 2025			September 30, 2025			June 30, 2025			March 31, 2025			December 31, 2024
Profitability for the quarter:
Net interest income	$	50,531		$	50,988		$	49,512		$	48,761		$	50,573
Provision for (Recovery of) credit losses	75			396			109			(554)			1,755
Noninterest income	14,392			13,382			12,915			11,624			11,247
Noninterest expenses	37,355			36,297			37,614			38,176			42,930
Income before income taxes	27,493			27,677			24,704			22,763			17,135
Income tax expense	6,002			5,812			5,256			4,712			3,451
Net income	$	21,491		$	21,865		$	19,448		$	18,051		$	13,684

Financial ratios:
Return on average assets (1)	1.55		%	1.60		%	1.45		%	1.35		%	1.00		%
Return on average assets, adjusted (1)(2)(3)	n/a			n/a			1.51		%	1.45		%	1.22		%
Return on average equity (1)	14.73		%	15.72		%	14.56		%	13.98		%	10.54		%
Return on average equity, adjusted (1)(2)(3)	n/a			n/a			15.12		%	14.97		%	12.86		%
Net interest margin (1)	4.00		%	4.11		%	4.07		%	4.00		%	4.05		%
Efficiency ratio	57.5		%	56.4		%	60.3		%	63.2		%	69.4		%
Efficiency ratio, adjusted (2)(3)	n/a			n/a			58.7		%	60.5		%	62.3		%

Per share information:
Income per common share:
Basic	$	1.12		$	1.14		$	1.01		$	0.94		$	0.72
Basic, adjusted (2)(3)	n/a			n/a			1.05			1.01			0.87
Diluted	1.11			1.13			1.01			0.93			0.71
Diluted, adjusted (2)(3)	n/a			n/a			1.04			1.00			0.87
Book value	30.32			29.33			28.07			27.32			26.65

Tangible book value(3)	25.21			24.12			22.77			21.99			21.19

Average tangible common equity(3)	18.15			19.70			18.43			17.91			13.62

Cash dividends paid	0.27			0.27			0.26			0.26			0.23

Average basic shares	19,251			19,224			19,173			19,157			19,118
Average diluted shares	19,384			19,364			19,342			19,328			19,300
(1) Annualized.

(2) Ratio has been adjusted for non-recurring expenses for all periods presented prior to September 30, 2025.
(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)	December 31, 2025		September 30, 2025		June 30, 2025		March 31, 2025		December 31, 2024
Noninterest income:
Service charges	$	3,225	$	2,997	$	2,630	$	2,395	$	2,050
Interchange income	1,553		1,620		1,441		1,427		1,608
Swap fee income	1,112		816		669		394		597
Wealth management income	5,739		5,277		5,267		5,415		4,902
Mortgage banking activities	503		522		478		302		517
Other income	2,165		2,100		2,422		1,678		1,578
Investment securities gains (losses)	95		50		8		13		(5)
Total noninterest income	$	14,392	$	13,382	$	12,915	$	11,624	$	11,247

Noninterest expenses:
Salaries and employee benefits	$	21,980	$	21,439	$	21,364	$	20,388	$	22,444
Occupancy, furniture and equipment	4,017		4,075		4,211		4,675		4,893
Data processing	1,292		1,116		965		924		1,540
Advertising and bank promotions	561		154		1,077		499		878
FDIC insurance	683		652		674		824		955
Professional services	1,947		1,703		2,016		1,826		1,591
Taxes other than income	574		828		295		942		(312)
Intangible asset amortization	2,348		2,410		2,472		2,535		2,838
Provision for legal settlement	—		—		—		—		478
Merger-related expenses	—		—		968		1,649		3,887
Restructuring expenses	—		—		—		91		39

Other operating expenses	3,953		3,920		3,572		3,823		3,699
Total noninterest expenses	$	37,355	$	36,297	$	37,614	$	38,176	$	42,930



HISTORICAL TRENDS IN QUARTERLY FINANCIAL DATA (Unaudited)
(continued)
(In thousands)	December 31, 2025		September 30, 2025		June 30, 2025		March 31, 2025		December 31, 2024
Balance Sheet at quarter end:
Cash and cash equivalents	$	149,774	$	184,146	$	149,377	$	287,120	$	248,874
Restricted investments in bank stocks	26,717		24,111		21,204		19,693		20,232
Securities available for sale	952,740		890,357		885,373		855,456		829,711
Loans held for sale, at fair value	6,090		6,026		5,206		5,261		6,614

Loans:
Commercial real estate:
Owner occupied	644,713		629,481		622,315		617,854		633,567
Non-owner occupied	1,260,198		1,254,959		1,203,038		1,157,383		1,160,238
Multi-family	236,703		234,782		239,388		257,724		274,135
Non-owner occupied residential	155,749		163,138		165,479		168,354		179,512
Agricultural	121,417		118,596		124,291		134,916		125,156
Commercial and industrial	489,371		479,929		487,063		455,494		451,384
Acquisition and development:
1-4 family residential construction	41,489		41,141		38,490		40,621		47,432
Commercial and land development	198,234		195,158		198,889		227,434		241,424
Municipal	25,302		28,664		28,693		30,780		30,044
Total commercial loans	3,173,176		3,145,848		3,107,646		3,090,560		3,142,892
Residential mortgage:
First lien	478,870		476,006		469,569		464,642		460,297
Home equity – term	5,972		5,800		5,784		9,224		5,988
Home equity – lines of credit	321,438		311,458		305,968		295,820		303,561
Other - term(1)	22,906		23,737		25,384		—		—
Installment and other loans	18,331		16,887		17,028		15,739		18,476
Total loans	4,020,693		3,979,736		3,931,379		3,875,985		3,931,214
Allowance for credit losses	(47,681)		(48,105)		(47,898)		(47,804)		(48,689)
Net loans held for investment	3,973,012		3,931,631		3,883,481		3,828,181		3,882,525
Goodwill	69,751		69,751		69,751		68,106		68,106
Other intangible assets, net	37,990		40,338		42,748		45,230		47,765
Total assets	5,542,255		5,470,233		5,387,645		5,441,586		5,441,589
Total deposits	4,528,774		4,533,560		4,516,625		4,633,716		4,623,096
FHLB advances and other borrowings and Securities sold under agreements to repurchase	299,243		241,719		166,381		123,480		141,227
Subordinated notes and trust preferred debt	37,122		36,970		69,021		68,850		68,680
Total shareholders' equity	591,535		571,936		548,448		532,936		516,682

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



HISTORICAL TRENDS IN QUARTERLY FINANCIAL DATA (Unaudited)
(continued)
	December 31, 2025			September 30, 2025			June 30, 2025			March 31, 2025			December 31, 2024
Capital and credit quality measures(1):
Total risk-based capital:
Orrstown Financial Services, Inc.	13.3		%	13.1		%	13.3		%	13.1		%	12.4		%
Orrstown Bank	13.3		%	12.9		%	13.3		%	13.0		%	12.4		%
Tier 1 risk-based capital:
Orrstown Financial Services, Inc.	11.7		%	11.3		%	11.1		%	10.8		%	10.2		%
Orrstown Bank	12.2		%	11.8		%	12.1		%	11.9		%	11.2		%
Tier 1 common equity risk-based capital:
Orrstown Financial Services, Inc.	11.5		%	11.1		%	10.9		%	10.6		%	10.0		%
Orrstown Bank	12.2		%	11.8		%	12.1		%	11.9		%	11.2		%
Tier 1 leverage capital:
Orrstown Financial Services, Inc.	9.5		%	9.3		%	9.0		%	8.6		%	8.3		%
Orrstown Bank	9.9		%	9.6		%	9.8		%	9.5		%	9.1		%

Average equity to average assets	10.51		%	10.18		%	9.97		%	9.65		%	9.45		%
Allowance for credit losses to total loans	1.19		%	1.21		%	1.22		%	1.23		%	1.24		%
Total nonaccrual loans to total loans	0.70		%	0.66		%	0.57		%	0.59		%	0.61		%
Nonperforming assets to total assets	0.51		%	0.48		%	0.42		%	0.42		%	0.45		%
Allowance for credit losses to nonaccrual loans	170		%	184		%	214		%	210		%	202		%

Other information:
Net charge-offs	$	499		$	189		$	115		$	331		$	3,002
Classified loans	58,351			64,089			65,754			76,211			88,628

Nonperforming and other risk assets:
Nonaccrual loans	28,031			26,191			22,423			22,727			24,111
Other real estate owned	—			—			—			138			138
Total nonperforming assets	28,031			26,191			22,423			22,865			24,249
Financial difficulty modifications still accruing	1,253			1,245			5,759			5,127			4,897
Loans past due 90 days or more and still accruing	1,040			497			1,312			400			641
Total nonperforming and other risk assets	$	30,324		$	27,933		$	29,494		$	28,392		$	29,787
(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 $107.7 million and $115.9 million at December 31, 2025 and December 31, 2024, respectively. In addition, during the three months ended December 31, 2025, September 30, 2025, June 30, 2025, March, 31, 2025 and December 31, 2024, the Company incurred zero, zero, $1.0 million, $1.6 million, and $3.9 million in merger-related expenses, respectively. During the three months ended December 31, 2024, the Company incurred other non-recurring charges totaling $0.5 million.

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	December 31, 2025		September 30, 2025		June 30, 2025		March 31, 2025		December 31, 2024
Shareholders' equity (most directly comparable GAAP-based measure)	$	591,535	$	571,936	$	548,448	$	532,936	$	516,682
Less: Goodwill	69,751		69,751		69,751		68,106		68,106
Other intangible assets	37,990		40,338		42,748		45,230		47,765
Related tax effect	(7,978)		(8,471)		(8,977)		(9,498)		(10,031)
Tangible common equity (non-GAAP)	$	491,772	$	470,318	$	444,926	$	429,098	$	410,842

Common shares outstanding	19,507		19,501		19,536		19,510		19,390

Book value per share (most directly comparable GAAP-based measure)	$	30.32	$	29.33	$	28.07	$	27.32	$	26.65
Intangible assets per share	5.11		5.21		5.30		5.33		5.46
Tangible book value per share (non-GAAP)	$	25.21	$	24.12	$	22.77	$	21.99	$	21.19


Return on Average Common Equity	December 31, 2025			September 30, 2025			June 30, 2025			March 31, 2025			December 31, 2024
Net Income	$	21,491		$	21,865		$	19,448		$	18,051		$	13,684
Average shareholders' equity	$	578,859		$	551,945		$	535,684		$	523,689		$	516,399
Less: Average goodwill	69,751			69,751			68,126			68,106			71,477
Less: Average other intangible assets, gross	39,467			41,809			44,304			46,864			45,319
Average tangible equity	$	469,641		$	440,385		$	423,254		$	408,719		$	399,603
Return on average tangible equity (non-GAAP) (1)	18.15		%	19.70		%	18.43		%	17.91		%	13.62		%

(1) - Annualized


(In thousands)	Three Months Ended															Twelve Months Ended
Adjusted Ratios for Non-recurring Charges	December 31, 2025			September 30, 2025			June 30, 2025			March 31, 2025			December 31, 2024			December 31, 2025			December 31, 2024
Net income (A) - most directly comparable GAAP-based measure	$	21,491		$	21,865		$	19,448		$	18,051		$	13,684		$	80,855		$	22,050
Plus: Merger-related expenses (B)	—			—			968			1,649			3,887			2,617			22,671
Plus: Executive retirement expenses (B)	—			—			—			—			35			—			4,793
Plus: Provision for credit losses on non-PCD loans (B)	—			—			—			—			—			—			15,504
Plus: Provision for legal settlement (B)	—			—			—			—			478			—			478

Less: Related tax effect (C)	—			—			(221)			(368)			(1,386)			(590)			(9,442)
Adjusted net income (D=A+B-C) - Non-GAAP	$	21,491		$	21,865		$	20,195		$	19,332		$	16,698		$	82,882		$	56,054

Average assets (E)	$5,505,311			$5,420,830			$5,374,772			$5,425,697			$5,464,165			$5,431,742			$4,321,472
Return on average assets (= A / E) - most directly comparable GAAP-based measure (1)	1.55		%	1.60		%	1.45		%	1.35		%	1.00		%	1.49		%	0.51		%
Return on average assets, adjusted (= D / E) - Non-GAAP (1)	1.55		%	1.60		%	1.51		%	1.45		%	1.22		%	1.53		%	1.30		%

Average equity (F)	$	578,859		$	551,945		$	535,684		$	523,689		$	516,399		$	547,708		$	392,280
Return on average equity (= A / F) - most directly comparable GAAP-based measure (1)	14.73		%	15.72		%	14.56		%	13.98		%	10.54		%	14.76		%	5.62		%
Return on average equity, adjusted (= D / F) - Non-GAAP (1)	14.73		%	15.72		%	15.12		%	14.97		%	12.86		%	15.13		%	14.29		%

Weighted average shares - basic (G) - most directly comparable GAAP-based measure	19,251			19,224			19,173			19,157			19,118			19,201			14,761
Basic earnings (loss) per share (= A / G) - most directly comparable GAAP-based measure	$	1.12		$	1.14		$	1.01		$	0.94		$	0.72		$	4.21		$	1.49
Basic earnings per share, adjusted (= D / G) - Non-GAAP	$	1.12		$	1.14		$	1.05		$	1.01		$	0.87		$	4.32		$	3.80

Weighted average shares - diluted (H) - most directly comparable GAAP-based measure	19,384			19,364			19,342			19,328			19,300			19,355			14,914
Diluted earnings (loss) per share (= A / H) - most directly comparable GAAP-based measure	$	1.11		$	1.13		$	1.01		$	0.93		$	0.71		$	4.18		$	1.48

Diluted earnings per share, adjusted (= D / H) - Non-GAAP	$	1.11		$	1.13		$	1.04		$	1.00		$	0.87		$	4.28		$	3.76

continued
(1) Annualized


	Three Months Ended															Twelve Months Ended
	December 31, 2025			September 30, 2025			June 30, 2025			March 31, 2025			December 31, 2024			December 31, 2025			December 31, 2024
Noninterest expense (I) - most directly comparable GAAP-based measure	$	37,355		$	36,297		$	37,614		$	38,176		$	42,930		$	149,442		$	148,337
Less: Merger-related expenses (B)	—			—			(968)			(1,649)			(3,887)			(2,617)			(22,671)
Less: Executive retirement expenses (B)	—			—			—			—			(35)			—			(4,793)

Less: Provision for legal settlement (B)	—			—			—			—			(478)			—			(478)

Adjusted noninterest expense (J = I - B) - Non-GAAP	$	37,355		$	36,297		$	36,646		$	36,527		$	38,531		$	146,825		$	120,396

Net interest income (K)	$	50,531		$	50,988		$	49,512		$	48,761		$	50,573		$	199,792		$	155,254
Noninterest income (L)	14,392			13,382			12,915			11,624			11,247			52,313			37,435
Total operating income (M = K + L)	$	64,923		$	64,370		$	62,427		$	60,385		$	61,820		$	252,105		$	192,689

Efficiency ratio (= I / M) - most directly comparable GAAP-based measure	57.5		%	56.4		%	60.3		%	63.2		%	69.4		%	59.3		%	77.0		%
Efficiency ratio, adjusted (= J / M) - Non-GAAP	57.5		%	56.4		%	58.7		%	60.5		%	62.3		%	58.2		%	62.5		%



(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 December 31, 2025:

(In thousands)


Sector	Portfolio Mix		Amortized Book		Fair Value		Credit Enhancement		AAA		AA		A		BBB		BB		NR		Collateral / Guarantee Type
Unsecured ABS	—	%	$	2,575	$	2,484	29	%	—	%	—	%	—	%	—	%	—	%	100	%	Unsecured Consumer Debt
Student Loan ABS	—		3,109		3,119		29		—		—		—		—		—		100		Seasoned Student Loans
Federal Family Education Loan ABS	8		72,231		72,013		12		—		47		33		7		13		—		Federal Family Education Loan (1)
PACE Loan ABS	—		1,674		1,538		7		100		—		—		—				—		PACE Loans (2)
Non-Agency CMBS	3		27,069		27,410		28		—		—		—		—				100
Non-Agency RMBS	3		31,049		29,929		52		92		8		—		—				—		Reverse Mortgages (3)
Municipal - General Obligation	10		99,033		92,643				17		77		6		—				—
Municipal - Revenue	12		119,799		109,505				—		82		12		—				6
SBA ReRemic (5)	—		1,595		1,580				—		100		—		—				—		SBA Guarantee (4)
Small Business Administration	—		3,330		3,399				—		100		—		—				—		SBA Guarantee (4)
Agency MBS	25		237,276		237,450				—		100		—		—				—		Residential Mortgages (4)
Agency CMO	37		356,192		355,224				—		100		—		—				—
U.S. Treasury securities	2		15,016		14,211				—		100		—		—				—		U.S. Government Guarantee (4)
Corporate bonds	—		1,947		1,992				—		—		51		49				—
	100	%	$	971,895	$	952,497			5	%	85	%	4	%	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 $5.5 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, 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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