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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
October 21, 2025
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| ORRSTOWN FINANCIAL SERVICES, INC. |
| (Exact name of registrant as specified in its charter) |
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| Pennsylvania | 001-34292 | 23-2530374 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
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| 4750 Lindle Road, | | Harrisburg, | Pennsylvania | 17111 |
| (Address of Principal Executive Offices) | (Zip Code) |
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| Registrant’s Telephone Number, Including Area Code: | (717) | 532-6114 | |
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| Not Applicable |
| (Former name or former address, if changed since last report) |
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| Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: |
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)). |
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| Securities registered pursuant to Section 12(b) of the Act: |
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| Title of each class | | Trading symbol(s) | | Name of each exchange on which registered |
| Common Stock, no par value | | ORRF | | Nasdaq Stock Market |
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| Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). |
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| ☐ | Emerging growth company |
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| ☐ | If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. |
Item 2.02 Results of Operations and Financial Condition
On October 21, 2025, Orrstown Financial Services, Inc. (the “Company”) issued a press release to report earnings for the quarter ended September 30, 2025.
A copy of the press release is furnished with this Form 8-K as Exhibit 99.1, and is incorporated herein in its entirety by reference.
Item 7.01 Regulation FD
In connection with the press release announcing the Company’s quarterly earnings, the Company posted an investor presentation to its website at www.orrstown.com. A copy of the investor presentation is furnished with this Form 8-K as Exhibit 99.2, and is incorporated herein in its entirety by reference.
The Board of Directors of the Company declared a cash dividend of $0.27 per common share, payable November 12, 2025 to shareholders of record as of November 5, 2025.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
The following exhibit is furnished as part of this Current Report on Form 8-K:
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| Exhibit No. | Description |
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| 99.1 | Press Release dated October 21, 2025 |
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| 99.2 | Investor Presentation of Orrstown Financial Services, Inc. issued October 22, 2025 |
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| 104 | Cover Page Interactive Data File (embedded within the inline XBRL document) |
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| SIGNATURES |
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| Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized. |
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| | ORRSTOWN FINANCIAL SERVICES, INC. |
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| Date: October 22, 2025 | | By: | /s/ Neelesh Kalani |
| | | Neelesh Kalani Executive Vice President and Chief Financial Officer (Duly Authorized Representative) |
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