Orrstown Financial (NASDAQ: ORRF) calls $32.5M subordinated notes due 2028

Rhea-AI Filing Summary

Orrstown Financial Services, Inc. reported that its Board of Directors approved the full redemption of the Company’s $32,500,000 outstanding 6.0% Fixed-to-Floating Rate Subordinated Notes due 2028. The notes will be redeemed on September 30, 2025 at a cash price equal to 100% of the principal amount, plus accrued and unpaid interest to, but excluding, the redemption date.

The Company has instructed U.S. Bank National Association, as trustee under the December 19, 2018 indenture, to deliver the formal redemption notice. Holders are directed to rely on the trustee’s official notice for detailed redemption procedures.

8-K Event Classification

2 items: 8.01, 9.01

2 items

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.

Understanding 8-K Material Events →

0000826154False00008261542025-08-272025-08-27

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):

August 27, 2025

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

On August 27, 2025, the Board of Directors of Orrstown Financial Services, Inc. (the “Company”) approved the redemption of all of the Company’s $32,500,000 outstanding 6.0% Fixed-to-Floating Rate Subordinated Notes due 2028 (the “Notes”) on September 30, 2025 (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 Company has provided notice under that certain Indenture, dated as of December 19, 2018, by and between the Company and U.S. Bank National Association, as trustee (“U.S. Bank”), that the Company has elected to redeem the Notes on the Redemption Date.

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.

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: August 29, 2025						By:			/s/ Neelesh Kalani
									Neelesh Kalani Executive Vice President and Chief Financial Officer (Duly Authorized Representative)

FAQ

What did Orrstown Financial Services (ORRF) announce in this 8-K?

Orrstown Financial Services announced Board approval to redeem all outstanding 6.0% Fixed-to-Floating Rate Subordinated Notes due 2028. The company set a redemption date and described the redemption price and process via the trustee’s formal notice.

How much of Orrstown Financial Services’ debt is being redeemed?

The company approved redemption of Subordinated Notes with an outstanding principal balance of $32,500,000. This entire amount is scheduled for redemption, reflecting full repayment of this particular 6.0% Fixed-to-Floating Rate Subordinated Notes issuance.

When is the redemption date for Orrstown’s 6.0% subordinated notes?

The redemption date for the 6.0% Fixed-to-Floating Rate Subordinated Notes due 2028 is September 30, 2025. Interest will accrue and be paid up to, but excluding, that date as part of the total redemption payment.

At what price will Orrstown Financial Services redeem the notes?

The notes will be redeemed at a cash price equal to 100% of their principal amount, plus accrued and unpaid interest, if any, to but excluding the redemption date. This equals full face value repayment plus earned interest.

What are the key terms of Orrstown’s subordinated notes being redeemed?

The notes are 6.0% Fixed-to-Floating Rate Subordinated Notes due 2028 with $32,500,000 outstanding. They carry a 6.0% rate initially and are subordinated obligations, meaning they rank below senior debt in priority of payment.

Who is handling the redemption notice for Orrstown’s subordinated notes?

U.S. Bank National Association, as trustee under the December 19, 2018 indenture, is handling the formal redemption notice. Orrstown stated that noteholders should rely on the trustee’s delivered notice for detailed redemption instructions.