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

Rhea-AI Summary

Orrstown Financial Services (NASDAQ: ORRF) reported fourth-quarter and full-year 2025 results on January 27, 2026. Net income was $21.5 million, or $1.11 diluted EPS, for Q4 2025 and $80.9 million, or $4.18 diluted EPS, for the year ended December 31, 2025—the highest reported annual net income in company history. Adjusted net income for 2025 was $82.9 million and adjusted diluted EPS was $4.28. Key balance sheet moves: total loans rose $41.0 million in Q4, investment securities increased to $952.7 million, and tangible book value per share rose to $25.21 at December 31, 2025. The Board declared a quarterly cash dividend of $0.30 per share, payable February 17, 2026, up $0.03 per share.

Positive

• Annual net income of $80.9M for 2025 (company record)
• Adjusted 2025 net income of $82.9M and adjusted diluted EPS of $4.28
• Declared quarterly dividend increased to $0.30 per share, payable Feb 17, 2026
• Total loans rose by $41.0M during Q4 2025

Negative

• Quarterly diluted EPS declined slightly to $1.11 in Q4 2025 from $1.13 in Q3 2025
• Net interest margin fell to 4.00% in Q4 2025 from 4.11% in Q3 2025
• Nonaccrual loans increased to $28.0M at Dec 31, 2025 from $26.2M at Sep 30, 2025
• Deposits decreased by $4.8M during Q4 2025

Key Figures

Q4 2025 net income: $21.5M Q4 2025 EPS (diluted): $1.11 2025 net income: $80.9M +5 more

8 metrics

Q4 2025 net income $21.5M Three months ended December 31, 2025

Q4 2025 EPS (diluted) $1.11 Three months ended December 31, 2025

2025 net income $80.9M Year ended December 31, 2025 vs $22.1M in 2024

2025 EPS (diluted) $4.18 Year ended December 31, 2025 vs $1.48 in 2024

Adjusted 2025 net income $82.9M Non-GAAP, excludes merger-related and other non-recurring items

Net interest margin 4.00% Q4 2025 tax-equivalent, vs 4.11% in Q3 2025

Tangible book value/share $25.21 At December 31, 2025; up from $24.12 at September 30, 2025

Quarterly dividend $0.30 per share Declared for February 17, 2026; $0.03 increase

Market Reality Check

Price: $36.06 Vol: Volume 211,824 vs 20-day ...

normal vol

$36.06 Last Close

Volume Volume 211,824 vs 20-day average 269,000, indicating lighter-than-normal trading ahead of the release. normal

Technical Shares at $36.04, trading above 200-day MA $33.28 and about 6.1% below the 52-week high of $38.38.

Peers on Argus

ORRF slipped 0.44% while peers were mixed: CAC up 0.81%, NBBK up 1.08%, EGBN and...

ORRF slipped 0.44% while peers were mixed: CAC up 0.81%, NBBK up 1.08%, EGBN and MPB down 1.83% and 2.8%, FCBC roughly flat. Moves do not show a unified sector trend.

Common Catalyst Earnings season for regional banks, with both ORRF and peer CAC reporting quarterly results and dividend actions.

Previous Dividends,earnings Reports

2 past events · Latest: Jul 22 (Positive)

Same Type Pattern 2 events

Date	Event	Sentiment	Move	Catalyst
Jul 22	Quarterly earnings & dividend	Positive	+7.7%	Q2 2025 earnings growth, higher margin and dividend hike to $0.27.
Jul 23	Quarterly earnings & dividend	Positive	+4.8%	Q2 2024 results, nonaccrual decline and $0.03 quarterly dividend increase.

Pattern Detected

Prior dividend-and-earnings releases have coincided with clearly positive next-day price reactions.

Recent Company History

This announcement highlights record 2025 performance with net income of $80.9M and diluted EPS of $4.18, alongside a quarterly dividend increase to $0.30 per share. In Q3 2025, ORRF reported net income of $21.9M, EPS of $1.13, and raised its dividend to $0.27. Earlier, Q2 2025 and Q2 2024 dividend-and-earnings releases under the same tag also featured dividend increases and drew positive price reactions, suggesting the market has historically rewarded this mix of earnings growth and capital return.

Historical Comparison

dividends,earnings

+6.2 %

Average Historical Move

Historical Analysis

Past dividends/earnings releases (2 events) saw average next-day moves of about 6.24%, so any modest reaction here would be smaller than typical.

Typical Pattern

Across 2024–2025, tagged dividend-and-earnings releases repeatedly paired improving profitability with incremental dividend increases, reinforcing a pattern of rising capital returns alongside earnings growth.

Market Pulse Summary

This announcement details record annual net income of $80.9M, diluted EPS of $4.18, stable Q4 profit...

Analysis

This announcement details record annual net income of $80.9M, diluted EPS of $4.18, stable Q4 profitability, and balance sheet growth, alongside a quarterly dividend increase to $0.30 per share. Prior dividend-and-earnings updates under the same tag have typically seen constructive market responses. Investors may focus on the 4.00% net interest margin, loan growth, credit quality metrics, and continued gains in tangible book value to assess how sustainable this performance appears over coming periods.

Key Terms

net interest margin, tax equivalent basis, allowance for credit losses, nonaccrual loans, +4 more

8 terms

net interest margin financial

"Net interest margin, on a tax equivalent basis, was 4.00% in the fourth quarter..."

Net interest margin measures how much a bank earns from lending and investing compared with what it pays for funding, expressed as a percentage of its interest-earning assets. Think of it like a grocery store’s markup: it shows the gap between buying cost and selling price per dollar of goods — here, the cost is interest paid and the sale is interest received. Investors watch it because a higher margin usually means a bank is more profitable and better at managing interest rate and credit conditions.

tax equivalent basis financial

"Net interest margin, on a tax equivalent basis, was 4.00% in the fourth quarter..."

A tax equivalent basis is a way to compare income from a tax-free investment to taxable investments by expressing the tax-free yield as the pretax rate an investor would need to earn to match it. Investors use their personal tax rate to convert the tax-free return into an ‘‘equivalent’’ taxable return, which makes different investments easier to compare—like converting prices into the same currency so you can tell which is truly cheaper.

allowance for credit losses financial

"The allowance for credit losses ("ACL") on loans decreased to $47.7 million..."

Allowance for credit losses is a reserve set aside by a financial institution to cover potential losses from borrowers who may not repay their loans. It acts like a safety net, helping the institution prepare for loans that might turn sour. For investors, it signals how cautious the institution is about the quality of its loans and potential risks to its financial health.

nonaccrual loans financial

"Non-accrual loans totaled $28.0 million at December 31, 2025 compared to..."

Nonaccrual loans are loans a lender has stopped counting toward interest income because the borrower is overdue or unlikely to pay; the lender only records cash payments received and may set aside extra funds to cover potential losses. For investors, a rising number or amount of nonaccrual loans signals weaker credit quality, lower future interest revenue and larger potential write-downs — similar to pausing expected subscription income when many customers stop paying.

FHLB advances financial

"FHLB advances and other borrowings were $274.7 million at December 31, 2025..."

FHLB advances are loans that member banks and credit unions borrow from one of the regional Federal Home Loan Banks, using mortgages or other eligible assets as collateral. They matter to investors because these advances provide a reliable source of funding that affects a lender’s liquidity, borrowing costs and balance-sheet risk — like a neighborhood credit cooperative loan that helps a business cover shortfalls or finance growth without selling its assets.

subordinated notes financial

"the Company redeemed its $32.5 million outstanding 6.0% fixed-to-floating rate subordinated notes."

Subordinated notes are loans companies issue that rank below other debts for repayment, meaning holders get paid only after higher-priority creditors if the issuer runs into trouble. Because they act like being farther back in line at a buffet, they usually offer higher interest to compensate for greater risk, so investors watch them for potential higher returns but also increased chance of loss and sensitivity to the issuer’s financial health.

restricted stock units financial

"restricted stock units vest three years after grant based on pre-established company performance criteria."

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

tier 1 leverage ratio financial

"The Company's Tier 1 leverage ratio increased to 9.5% at December 31, 2025..."

Tier 1 leverage ratio measures a bank’s core capital — the money that can absorb losses — as a share of its total assets, showing how much of its balance sheet is funded by real loss-absorbing capital rather than borrowed money. Investors use it like a safety gauge: a higher ratio means a bigger cushion against shocks and lower risk of insolvency, similar to how a thicker spare tire reduces the chance of being stranded.

AI-generated analysis. Not financial advice.

• Net income of $21.5 million, or $1.11 per diluted earnings per share, for the three months ended December 31, 2025 compared to net income of $21.9 million, or $1.13 per diluted earnings per 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., Jan. 27, 2026 (GLOBE NEWSWIRE) -- 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
		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
(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				Equivalent
	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
(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.

FAQ

What were Orrstown Financial (ORRF) Q4 2025 net income and diluted EPS?

Orrstown reported $21.5 million net income and $1.11 diluted EPS for Q4 2025.

How much net income did Orrstown Financial (ORRF) report for full-year 2025?

Full-year 2025 net income was $80.9 million, or $4.18 diluted EPS.

What dividend did Orrstown Financial (ORRF) declare in January 2026 and when is it payable?

The Board declared a cash dividend of $0.30 per common share, payable on February 17, 2026 to shareholders of record as of Feb 10, 2026.

How did Orrstown's loan portfolio change in Q4 2025?

Total loans increased by $41.0 million from September 30, 2025 to December 31, 2025.

What happened to Orrstown's net interest margin in Q4 2025?

Net interest margin (tax equivalent) declined to 4.00% in Q4 2025 from 4.11% in Q3 2025.

How did tangible book value per share change at Orrstown (ORRF) in Q4 2025?

Tangible book value per common share increased to $25.21 at December 31, 2025 from $24.12 at September 30, 2025.