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Orrstown (NASDAQ: ORRF) redeeming $31M notes and disclosing vendor cyber incident

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Orrstown Financial Services plans to redeem its $31,000,000 outstanding 4.5% Fixed-to-Floating Rate Subordinated Notes due 2030 on June 30, 2026 at 100% of principal plus accrued interest. At March 31, 2026, the interest rate on these notes was 7.72%.

The notes were assumed in the merger with Codorus Valley Bancorp completed in 2024, so the redemption will remove this subordinated debt. Separately, a third-party vendor informed the company of a cybersecurity incident affecting sensitive personal information for certain customers.

Based on the company’s investigation, Orrstown’s own systems have not been accessed or compromised, and the vendor has indicated no current evidence of misuse of the affected customer data. Impacted customers will be notified and offered credit monitoring services. The incident has not had and is not expected to have a material impact on Orrstown’s operations, financial condition, or results of operations, though the company notes potential legal, reputational, financial, and regulatory risks in its forward-looking statements.

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Insights

Orrstown retires higher-cost debt while managing a vendor cyber issue.

Orrstown Financial Services will redeem $31,000,000 of 4.5% Fixed-to-Floating Rate Subordinated Notes due 2030, which carried a 7.72% rate at March 31, 2026. This should reduce interest expense and simplify the capital stack, assuming replacement funding is not materially more expensive.

The cybersecurity incident stems from a third-party vendor, with Orrstown stating its own systems were not accessed and that there is no current indication of customer data misuse. The company reports no material impact on operations or financial condition, but explicitly acknowledges potential legal, reputational, financial, and regulatory risks.

Future disclosures in periodic reports may clarify any costs tied to customer notification, credit monitoring, or potential inquiries related to this incident. Investors can also watch how the debt redemption affects reported interest expense and capital ratios in filings covering periods after June 30, 2026.

Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Subordinated notes principal $31,000,000 Outstanding Fixed-to-Floating Rate Subordinated Notes due 2030
Coupon rate (fixed leg) 4.5% Fixed-to-Floating Rate Subordinated Notes
Interest rate at March 31, 2026 7.72% Rate on the subordinated notes as of March 31, 2026
Redemption date June 30, 2026 Scheduled redemption of subordinated notes
Redemption price 100% of principal plus accrued interest Cash redemption terms for subordinated notes
Fixed-to-Floating Rate Subordinated Notes financial
"4.5% Fixed-to-Floating Rate Subordinated Notes (the “Notes”) due 2030"
A fixed-to-floating rate subordinated note is a debt security that pays a set interest rate for an initial period and then switches to a variable rate tied to a market benchmark; it ranks below senior debt for repayment if the issuer has financial trouble. Investors care because it offers higher initial yield than senior bonds but carries greater credit and repayment risk and exposes holders to changing interest costs after the switch, like moving from a steady paycheck to one that fluctuates with the economy.
cybersecurity incident technical
"a cybersecurity incident whereby a third-party gained unauthorized access"
A cybersecurity incident is an event where someone's computer systems or data are attacked or broken into without permission. It matters because it can lead to stolen information, financial loss, or disruptions in services, similar to a break-in at a store that damages property or steals valuable items.
forward-looking statements regulatory
"This on contains forward-looking statements within the meaning of Section 27A"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
material impact financial
"The incident has not had and is not expected to have a material impact"
Material impact refers to a significant effect that can influence the overall value, decision-making, or outlook of a business or investment. It matters to investors because such an impact can change the expected success or risk level of an investment, similar to how a major change in a recipe can alter the final taste—it's important enough to influence overall judgment or actions.
credit monitoring services financial
"Impacted customers will be notified of the incident and offered credit monitoring services"
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Understanding 8-K Material Events →
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):
May 29, 2026

ORRSTOWN FINANCIAL SERVICES, INC.
(Exact name of registrant as specified in its charter)
 
Pennsylvania
001-34292
 23-2530374
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)

4750 Lindle Road, Harrisburg, Pennsylvania
  
17111
(Address of Principal Executive Offices)
  
(Zip Code)

Registrant’s Telephone Number, Including Area Code:
 (717) 532-6114
 

Not Applicable
(Former name or former address, if changed since last report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
  
Trading symbol(s)
  
Name of each exchange on which registered
Common Stock, no par value
  
ORRF
  
Nasdaq Stock Market
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

☐
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
 
Item 8.01
Other Events
 
(a)          Orrstown Financial Services, Inc. (the “Company”) announced today that it will redeem the Company's $31,000,000 outstanding 4.5% Fixed-to-Floating Rate Subordinated Notes (the “Notes”) due 2030, on June 30, 2026 (the "Redemption Date") at a redemption price in cash equal to 100% of the principal amount of the Notes, plus accrued and unpaid interest, if any, on the principal amount of the Notes to, but excluding, the Redemption Date. The Notes were assumed by the Company upon the completion of its merger with Codorus Valley Bancorp, Inc. on July 1, 2024.  At March 31, 2026, the interest rate on the Notes was 7.72%.
 
Notice of the redemption has been mailed to the Noteholders in accordance with the terms of the Notes. The information contained in this Current Report on Form 8-K does not constitute a notice of redemption of the Notes. Holders of the Notes should refer to the notice of redemption delivered by U.S. Bank.
 
(b)        On May 21, 2026, the Company received notice from a third-party vendor that such vendor had experienced a cybersecurity incident whereby a third-party gained unauthorized access to sensitive personal information of certain of the Company’s customers.  The Company is one of a number of organizations that have been affected by this vendor’s cybersecurity incident.
 
Based on the Company’s investigation to date, the Company’s information systems and networks have not been accessed, compromised or affected by the incident.
 
The vendor has informed the Company that there is currently no indication that the Company’s customer information has been misused.  Impacted customers will be notified of the incident and offered credit monitoring services.
 
The incident has not had and is not expected to have a material impact on the Company’s operations, and the Company does not currently anticipate that this incident will have a material impact on its financial condition or results of operations.
 
Cautionary Note Regarding Forward-Looking Statements
 
This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995.  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.  Factors that could cause actual results to differ materially from those expressed or implied include legal, reputational, and financial risks resulting from this cybersecurity incident, any potential regulatory inquiries and/or litigation to which the Company may become subject in connection with this cybersecurity incident, the extent to which costs may be incurred by the Company in connection with this cybersecurity incident, and the risks set forth in our Annual Report on Form 10-K for the year ended December 31, 2025 and subsequent filings made with the Securities and Exchange Commission.  The Company undertakes no obligation to revise or update any forward-looking statements, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise.
 
The information furnished under Item 8.01 of this Current Report on Form 8-K, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, and it shall not be deemed incorporated by reference in any filing under the Exchange Act, or the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing to this Form 8-K.
 
Item 9.01
Financial Statements and Exhibits
 
 
(d)
Exhibits
 
The following exhibit is furnished as part of this Current Report on Form 8-K:
 
Exhibit No.
Description

104
Cover Page Interactive Data File (embedded within the inline XBRL document)

SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
ORRSTOWN FINANCIAL SERVICES, INC.



Date: May 29, 2026
By:
/s/  Neelesh Kalani

 
Neelesh Kalani
Executive Vice President, Chief Financial Officer
(Duly Authorized Representative)


Source: View Original Filing on SEC EDGAR

FAQ

What debt is Orrstown Financial Services (ORRF) redeeming in this 8-K?

Orrstown Financial Services will redeem $31,000,000 of outstanding 4.5% Fixed-to-Floating Rate Subordinated Notes due 2030. The notes will be redeemed on June 30, 2026 at 100% of principal plus accrued and unpaid interest, removing this subordinated debt from its balance sheet.

When will Orrstown’s $31 million subordinated notes be redeemed?

The subordinated notes will be redeemed on June 30, 2026, the specified redemption date. Holders will receive cash equal to 100% of principal plus accrued and unpaid interest up to, but excluding, that date, in line with the terms governing these subordinated notes.

What interest rate were Orrstown’s subordinated notes paying before redemption?

At March 31, 2026, Orrstown’s Fixed-to-Floating Rate Subordinated Notes carried an interest rate of 7.72%. These notes were originally 4.5% Fixed-to-Floating Rate instruments, and redeeming them may reduce future interest expense compared with continuing to carry them at that floating rate level.

How is a cybersecurity incident affecting Orrstown Financial Services (ORRF)?

A third-party vendor experienced a cybersecurity incident exposing sensitive personal information for certain Orrstown customers. Orrstown reports its own systems were not accessed or compromised. The vendor currently sees no indication of misuse, and affected customers will receive notifications and credit monitoring services from the company.

Does Orrstown expect the cybersecurity incident to be materially damaging?

Orrstown states the incident has not had, and is not expected to have, a material impact on its operations, financial condition, or results of operations. However, it cautions about potential legal, reputational, financial, and regulatory risks associated with the vendor-related cybersecurity event in its forward-looking statements.

How were the redeemed subordinated notes originally obtained by Orrstown Financial Services?

The subordinated notes being redeemed were assumed when Orrstown completed its merger with Codorus Valley Bancorp, Inc. on July 1, 2024. By redeeming these assumed notes, Orrstown is unwinding a piece of subordinated debt that came onto its balance sheet through that acquisition.

Filing Exhibits & Attachments

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