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

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

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

The Board of Directors declared a cash dividend of $0.27 per common share, payable August 12, 2025, to shareholders of record as of August 5, 2025. The dividend has increased by 35% since the closing of the merger with Codorus Valley Bancorp. Net income totaled $19.4 million, or $1.01 per diluted share, for the three months ended June 30, 2025 compared to net income of $18.1 million, for theThree months ended March 31, 2025;. Noninterest income increased by $2.3 million from $11.6 million to $12.9 million;. classified loans decreased by $10.4million from $76.2 million at March 31 to $65.8 million at June 30;. Return on average assets was 1.45% and return on average equity was 14.56%;. Net interest margin, on a tax equivalent basis, was 4.07% in the second quarter of 2025, compared to 4.00%.

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The Board of Directors declared a cash dividend of $0.27 per common share, payable August 12, 2025, to shareholders of record as of August 5, 2025; this represents a $0.01 per share increase in the Company’s quarter cash dividend; the dividend has increased by 35% since the closing of the merger with Codorus Valley Bancorp.

The Board of Directors authorized a share repurchase program on June 20, 2025, through which the Company could repurchase up to 500,000 shares of its common stock;

Tangible book value per common share (1) increased to $22.77 per share at June 30, 2025 compared to $21.99 per share at March 31, 2025;

Efficiency ratio decreased from 63.2% for the three months ended March 31, 2025 to 60.3% for the three months ended June 30, 2025; excluding the impact of the merger-related expenses, the efficiency ratio was 58.7% (1) for the three months ended June 30, 2025 compared to 60.5% (1) for the three months ended March 31, 2025;

Noninterest expense decreased by $0.6 million from $38.2 million for the three months ended March 31, 2025 to $37.6 million for the three months ended June 30, 2025, reflecting a decline in merger-related expenses during the second quarter of 2025; merger-related costs are not expected to be meaningful going forward; the second quarter of 2025 also included $0.6 million of severance charges in salaries and employee benefits expense;

Noninterest income increased by $1.3 million from $11.6 million for the three months ended March 31, 2025 to $12.9 million for the three months ended June 30, 2025;

Loans increased by $55.4 million, or 6% annualized, from March 31, 2025 to June 30, 2025; classified loans decreased by $10.4 million from $76.2 million at March 31, 2025 to $65.8 million at June 30, 2025;

Excluding the impact of the merger-related expenses referenced above, net of taxes, adjusted return on average assets was 1.51% (1) and adjusted return on average equity was 15.12% (1) for the three months ended June 30, 2025 compared to 1.45% (1) and 14.97% (1) , respectively, for the three months ended March 31, 2025;

Return on average assets was 1.45% and return on average equity was 14.56% for the three months ended June 30, 2025, compared to 1.35% and 13.98% for the return on average assets and return on average equity, respectively, for the three months ended March 31, 2025;

Net interest margin, on a tax equivalent basis, was 4.07% in the second quarter of 2025 compared to 4.00% in the first quarter of 2025; the net accretion of purchase accounting marks positively impacted the margin by 50 basis points in the second quarter of 2025;

Excluding the impact of the merger-related expenses referenced above, net of taxes, net income and diluted earnings per share were $20.2 million (1) and $1.04 (1) , respectively, for the second quarter of 2025 compared to $19.3 million (1) and $1.00 (1) , respectively, for the first quarter of 2025;

Net income of $19.4 million, or $1.01 per diluted share, for the three months ended June 30, 2025 compared to net income of $18.1 million, or $0.93 per diluted share, for the three months ended March 31, 2025; the second quarter of 2025 included $1.0 million in merger-related expenses compared to $1.6 million in merger-related expenses for the first quarter of 2025;

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

HARRISBURG, Pa., July 22, 2025 (GLOBE NEWSWIRE) — Orrstown Financial Services, Inc. (NASDAQ: ORRF), the parent company of Orrstown Bank (the “Bank”), announced earnings for the periods ended June 30, 2025. Net income totaled $19.4 million for the three months ended June 30, 2025, compared to net income of $18.1 million for the three months ended March 31, 2025 and net income of $7.7 million for the three months ended June 30, 2024. Diluted earnings per share was $1.01 for the three months ended June 30, 2025, compared to diluted earnings per share of $0.93 for the three months ended March 31, 2025 and diluted earnings per share of $0.73 for the three months ended June 30, 2024. For the second quarter of 2025, excluding the impact of merger-related expenses, net of taxes, net income and diluted earnings per share were $20.2 million(1) and $1.04(1), respectively. For the first quarter of 2025, excluding the impact of merger-related expenses, net of taxes, net income and diluted earnings per share were $19.3 million(1) and $1.00(1), respectively. For the second quarter of 2024, excluding the impact of the merger-related expenses, net of taxes, net income and diluted earnings per share were $8.7 million(1) and $0.83(1), respectively.

“At the one-year mark after the merger with Codorus Valley Bancorp, we are very pleased to have achieved metrics near top of peers, with significant upside opportunities in front of us,” said Thomas R. Quinn, Jr., President and Chief Executive Officer. “In the second quarter, we experienced positive traction on loan production. While commercial loan growth was lower than expected, our pipeline remains strong as we head into the third quarter. We remain prudent with our lending decisions and will not compromise on credit quality. Net interest margin improved in the quarter with good momentum going into the remainder of the year. While expenses remain slightly elevated, we do not anticipate any further meaningful merger-related expenses and continue to implement process improvements that will enhance efficiency and facilitate future growth. We believe that our strong credit metrics and capital generation have positioned us well for the future.”

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

DISCUSSION OF RESULTS

Balance Sheet

Loans

Loans held for investment increased by $55.4 million and totaled $3.9 billion at both June 30, 2025 and March 31, 2025. Commercial loans increased by $16.1 million, or 2% annualized, and residential mortgages increased by $37.9 million from March 31, 2025 to June 30, 2025. The increase in loans included a purchase of property assessed clean energy (“PACE”) loans totaling $25.4 million.

Investment Securities

Investment securities, all of which are classified as available-for-sale, increased by $29.9 million to $885.4 million at June 30, 2025 from $855.5 million at March 31, 2025. During the second quarter of 2025, the Bank purchased $50.1 million of investment securities, which was partially offset by paydowns totaling $20.4 million. The overall duration of the Company’s investment securities portfolio was 4.5 years at June 30, 2025 compared to 4.3 years at March 31, 2025. See Appendix B for a summary of the Bank’s investment securities at June 30, 2025, highlighting their concentrations, credit ratings and credit enhancement levels.

Deposits

During the second quarter of 2025, deposits decreased by $117.1 million and totaled $4.5 billion at June 30, 2025 compared to $4.6 billion March 31, 2025. Time deposits, money market deposits, non-interest bearing demand deposits, saving deposits and interest-bearing demand deposits decreased by $58.0 million, $35.8 million, $13.9 million, $6.2 million and $3.2 million, respectively, from March 31, 2025 to June 30, 2025. The declines in time deposits and money market deposits are due to continued run-off in higher yielding promotional balances. The decreases in the other categories were consistent with normal cyclical activity. As a result of the decrease in total deposits, the Bank’s loan-to-deposit ratio increased to 87% at June 30, 2025 from 84% at March 31, 2025.

Borrowings

The Bank actively manages its liquidity position through its various sources of funding to meet the needs of its clients. FHLB advances and other borrowings were $136.3 million at June 30, 2025 compared to $100.3 million at March 31, 2025. The increase was due to higher utilization of overnight borrowings during the second quarter of 2025 as deposit balances declined and lending and investing activities increased. The Bank seeks to maintain sufficient liquidity to ensure 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 June 30, 2025.

Income Statement

Net Interest Income and Margin

Net interest income was $49.5 million for the three months ended June 30, 2025 compared to $48.8 million for the three months ended March 31, 2025. The net interest margin, on a tax equivalent basis, increased to 4.07% in the second quarter of 2025 from 4.00% in the first quarter of 2025. This increase is primarily the result of the cost of funds declining by 12 basis points from the first quarter of 2025 to the second quarter of 2025. This was partially offset by a decrease of seven basis points in the yield on loans from the three months ended March 31, 2025 to the three months ended June 30, 2025. This decrease was due to a reduction in accelerated accretion on acquired loans over that period. The second quarter 2025 net interest margin reflects the full impact of deposit rate reductions implemented in the prior quarter as well as the runoff of higher rate time deposits and money market balances.

The net interest margin was positively impacted by the net accretion impact of purchase accounting marks on loans, securities, deposits and borrowings of $5.2 million during the second quarter of 2025 compared to $6.9 million for the first quarter of 2025. This change was due primarily to lower accelerated accretion in the three months ended June 30, 2025.

Interest income on loans, on a tax equivalent basis, decreased by $0.4 million to $63.2 million for the three months ended June 30, 2025 compared to $63.6 million for the three months ended March 31, 2025. Average loans decreased by $14.7 million during the three months ended June 30, 2025 compared to the three months ended March 31, 2025. The accretion of purchase accounting marks on loans totaled $4.9 million during the second quarter of 2025 compared to $6.6 million during the first quarter of 2025.

Interest income on investment securities, on a tax equivalent basis, was $10.6 million for the second quarter of 2025 compared to $10.1 million in the first quarter of 2025, an increase of $0.5 million. Average investment securities increased by $39.0 million during the three months ended June 30, 2025 compared to the three months ended March 31, 2025 primarily due to the aforementioned purchases.

Interest expense, on a tax equivalent basis, decreased by $1.5 million to $25.3 million for the three months ended June 30, 2025 compared to $26.8 million for the three months ended March 31, 2025. Average interest-bearing deposits decreased by $70.3 million during the three months ended June 30, 2025 compared to the three months ended March 31, 2025. The cost of interest-bearing deposits declined by 14 basis points from the first quarter of 2025 to the second quarter of 2025. In addition, interest expense includes $0.4 million and $0.6 million of amortization of purchase accounting marks on interest bearing liabilities for the three months ended June 30, 2025 and March 31, 2025, respectively.

Provision for Credit Losses on Loans

The allowance for credit losses (“ACL”) on loans increased to $47.9 million at June 30, 2025 from $47.8 million at March 31, 2025. The ACL to total loans was 1.22% at June 30, 2025 compared to 1.23% at March 31, 2025. The Company recorded provision expense of $0.2 million for the three months ended June 30, 2025 compared to a recovery in the provision for credit losses on loans of $0.6 million for the three months ended March 31, 2025 . Net charge-offs were $0.1 million for the three months ended June 30, 2025 compared to $0.3 million for the three months ended March 31, 2025.

Classified loans decreased by $10.4 million to $65.8 million at June 30, 2025 from $76.2 million at March 31, 2025 due to net upgrades and loan repayments. Non-accrual loans totaled $22.4 million at June 30, 2025 compared to $22.7 million at March 31, 2025. Nonaccrual loans to total loans decreased to 0.57% at June 30, 2025 compared to 0.59% at March 31, 2025. Management believes the ACL to be adequate based on current asset quality metrics and economic forecasts.

Noninterest Income

Noninterest income increased by $1.3 million to $12.9 million for the three months ended June 30, 2025 from $11.6 million for the three months ended March 31, 2025.

Swap fee income increased by $0.3 million to $0.7 million for the three months ended June 30, 2025 compared to $0.4 million for the three months ended March 31, 2025. Swap fee income will fluctuate based on market conditions and client demand.

Income from service charges was $2.6 million for the three months ended June 30, 2025 compared to $2.4 million for the three months ended March 31, 2025 based on increased cash management services activity.

Income from mortgage banking activities increased by $0.2 million from $0.3 million in the three months ended March 31, 2025 to $0.5 million in the three months ended June 30, 2025. The first quarter of 2025 included a decrease of $0.2 million in the fair value of mortgage servicing rights.

Wealth management income decreased by $0.2 million to $5.2 million for the three months ended June 30, 2025 compared to $5.4 million for the three months ended March 31, 2025.

Other income increased by $0.7 million to $2.4 million for the three months ended June 30, 2025 compared to $1.7 million for the three months ended March 31, 2025. During the second quarter of 2025, the Bank recorded $0.3 million in solar tax credits and a gain on the sale of other real estate owned of $0.1 million.

Noninterest Expenses

Noninterest expenses decreased by $0.6 million to $37.6 million in the three months ended June 30, 2025 from $38.2 million in the three months ended March 31, 2025.

For the three months ended June 30, 2025, merger-related expenses totaled $1.0 million, a decrease of $0.6 million, compared to $1.6 million for the three months ended March 31, 2025. The merger-related costs incurred in the second quarter of 2025 primarily included software conversion costs. The Company does not expect to incur meaningful merger-related expenses going forward.

Salaries and benefits expense increased by $1.0 million to $21.4 million for the three months ended June 30, 2025 compared to $20.4 million for the three months ended March 31, 2025. The increase during the second quarter of 2025 includes $0.6 million of severance costs, the impact of merit salary increases in May and the impact of one extra day in the quarter.

Occupancy, furniture and equipment expenses decreased by $0.5 million to $4.2 million for the three months ended June 30, 2025 from $4.7 million for the three months ended March 31, 2025 primarily due to the seasonal expenses incurred during the first quarter of 2025.

Professional services expense increased by $0.2 million from the three months ended March 31, 2025 to the three months ended June 30, 2025. During the quarter, the Company continued to utilize an elevated level of third-party assistance to enhance daily functions and operational processes throughout the organization. While the Company will remain reliant on these services into the second half of 2025, the Company expects expenses related to these services to decline beginning in the third quarter of 2025.

Advertising and bank promotions expense increased by $0.6 million to $1.1 million in the three months ended June 30, 2025 from $0.5 million in the three months ended March 31, 2025 due to $0.7 million in contributions to tax credit programs during the second quarter of 2025. Taxes other than income decreased by $0.6 million in the three months ended June 30, 2025 compared to the three months ended March 31, 2025. This decrease reflects the tax impact of the contributions referenced above.

Income Taxes

The Company’s effective tax rate was 21.3% for the second quarter of 2025 compared to 20.7% for the first quarter of 2025. The Company’s effective tax rate for the three months ended June 30, 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 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 $548.4 million at June 30, 2025 compared to $532.9 million at March 31, 2025. The increase is due to net income of $19.4 million and share-based compensation activity of $1.6 million, partially offset by dividend payments of $5.1 million and other comprehensive losses of $0.5 million.

Tangible book value per common share(1) increased to $22.77 per share at June 30, 2025 from $21.99 per share at March 31, 2025. The Company’s tangible common equity ratio was 8.3% at June 30, 2025 compared to 7.9% at March 31, 2025. Average tangible common equity per common share(1) was $18.43 at June 30, 2025 compared to $17.91 at March 31, 2025.

The Company’s capital ratios increased during the three months ended June 30, 2025 due primarily to earnings. The Company’s tier 1 common equity, tier 1 and total risk-based capital ratios were 10.9%, 11.1% and 13.3%, respectively, at June 30, 2025 compared to 10.6%, 10.8% and 13.1%, respectively, at March 31, 2025. The Company’s Tier 1 leverage ratio increased to 9.0% at June 30, 2025 compared to 8.6% at March 31, 2025.

At June 30, 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.

The Board of Directors authorized a share repurchase program on June 20, 2025, through which the Company could repurchase up to 500,000 shares of its common stock. The Company repurchased 2,134 common shares during the second quarter of 2025.

(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 Six Months Ended June 30, June 30, June 30, June 30, (In thousands) 2025 2024 2025 2024 Profitability for the period: Net interest income $ 49,512 $ 26,103 $ 98,273 $ 52,984 Provision for (Recovery of) credit losses – loans 209 812 (345 ) 1,233 Recovery of credit losses – unfunded loan commitments (100 ) — (100 ) (123 ) Noninterest income 12,915 7,172 24,539 13,802 Noninterest expenses 37,614 22,639 75,790 45,108 Income before income tax expense 24,704 9,824 47,467 20,568 Income tax expense 5,256 2,086 9,968 4,299 Net income available to common shareholders $ 19,448 $ 7,738 $ 37,499 $ 16,269 Financial ratios: Return on average assets (1) 1.45 % 0.97 % 1.40 % 1.04 % Return on average assets, adjusted (1) (2) (3) 1.51 % 1.09 % 1.48 % 1.14 % Return on average equity (1) 14.56 % 11.41 % 14.28 % 12.09 % Return on average equity, adjusted (1) (2) (3) 15.12 % 12.88 % 15.05 % 13.33 % Net interest margin (1) 4.07 % 3.54 % 4.04 % 3.65 % Efficiency ratio 60.3 % 68.0 % 61.7 % 67.5 % Efficiency ratio, adjusted (2) (3) 58.7 % 64.6 % 59.6 % 64.8 % Income per common share: Basic $ 1.01 $ 0.74 $ 1.96 $ 1.57 Basic, adjusted (2) (3) $ 1.05 $ 0.84 $ 2.06 $ 1.73 Diluted $ 1.01 $ 0.73 $ 1.94 $ 1.55 Diluted, adjusted (2) (3) $ 1.04 $ 0.83 $ 2.04 $ 1.71 Average equity to average assets 9.97 % 8.50 % 9.81 % 8.58 % (1) Annualized for the three and six months ended June 30, 2025 and 2024. (2) Ratio has been adjusted for the non-recurring charges for all periods presented. (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) June 30, December 31, (Dollars in thousands, except per share amounts) 2025 2024 At period-end: Total assets $ 5,387,645 $ 5,441,589 Loans, net of allowance for credit losses 3,883,481 3,882,525 Loans held-for-sale, at fair value 5,206 6,614 Securities available for sale, at fair value 885,373 829,711 Total deposits 4,516,625 4,623,096 FHLB advances and other borrowings and Securities sold under agreements to repurchase 166,381 141,227 Subordinated notes and trust preferred debt 69,021 68,680 Shareholders’ equity 548,448 516,682 Credit quality and capital ratios (1): Allowance for credit losses to total loans 1.22 % 1.24 % Total nonaccrual loans to total loans 0.57 % 0.61 % Nonperforming assets to total assets 0.42 % 0.45 % Allowance for credit losses to nonaccrual loans 214 % 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. 11.1 % 10.2 % Orrstown Bank 12.1 % 11.2 % Tier 1 common equity risk-based capital: Orrstown Financial Services, Inc. 10.9 % 10.0 % Orrstown Bank 12.1 % 11.2 % Tier 1 leverage capital: Orrstown Financial Services, Inc. 9.0 % 8.3 % Orrstown Bank 9.8 % 9.1 % Book value per common share $ 28.07 $ 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) June 30, 2025 December 31, 2024 Assets Cash and due from banks $ 54,335 $ 51,026 Interest-bearing deposits with banks 95,042 197,848 Cash and cash equivalents 149,377 248,874 Restricted investments in bank stocks 21,204 20,232 Securities available for sale (amortized cost of $916,830 and $864,920 at June 30, 2025 and December 31, 2024, respectively) 885,373 829,711 Loans held for sale, at fair value 5,206 6,614 Loans 3,931,379 3,931,214 Less: Allowance for credit losses (47,898 ) (48,689 ) Net loans 3,883,481 3,882,525 Premises and equipment, net 51,703 50,217 Cash surrender value of life insurance 145,760 143,854 Goodwill 69,751 68,106 Other intangible assets, net 42,748 47,765 Accrued interest receivable 19,958 21,058 Deferred tax assets, net 36,683 42,647 Other assets 76,401 79,986 Total assets $ 5,387,645 $ 5,441,589 Liabilities Deposits: Noninterest-bearing $ 918,263 $ 894,176 Interest-bearing 3,598,362 3,728,920 Total deposits 4,516,625 4,623,096 Securities sold under agreements to repurchase and federal funds purchased 30,047 25,863 FHLB advances and other borrowings 136,334 115,364 Subordinated notes and trust preferred debt 69,021 68,680 Other liabilities 87,170 91,904 Total liabilities 4,839,197 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; 19,713,126 shares issued and 19,535,835 outstanding at June 30, 2025; 19,722,640 shares issued and 19,389,967 outstanding at December 31, 2024 1,026 1,027 Additional paid—in capital 422,349 423,274 Retained earnings 153,923 126,540 Accumulated other comprehensive loss (24,479 ) (26,316 ) Treasury stock— 177,291 and 332,673 shares, at cost at June 30, 2025 and December 31, 2024, respectively (4,371 ) (7,843 ) Total shareholders’ equity 548,448 516,682 Total liabilities and shareholders’ equity $ 5,387,645 $ 5,441,589

ORRSTOWN FINANCIAL SERVICES, INC. CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited) Three Months Ended Six Months Ended June 30, June 30, June 30, June 30, (Dollars in thousands, except per share amounts) 2025 2024 2025 2024 Interest income Loans $ 63,036 $ 35,537 $ 126,468 $ 71,770 Investment securities – taxable 9,406 4,999 18,350 9,583 Investment securities – tax-exempt 878 881 1,753 1,758 Short-term investments 1,513 1,864 3,781 2,820 Total interest income 74,833 43,281 150,352 85,931 Interest expense Deposits 22,855 15,265 47,115 28,781 Securities sold under agreements to repurchase and federal funds purchased 106 27 190 52 FHLB advances and other borrowings 1,030 1,152 2,148 2,626 Subordinated notes and trust preferred debt 1,330 734 2,626 1,488 Total interest expense 25,321 17,178 52,079 32,947 Net interest income 49,512 26,103 98,273 52,984 Provision for (Recovery of) credit losses – loans 209 812 (345 ) 1,233 Recovery of credit losses – unfunded loan commitments (100 ) — (100 ) (123 ) Net interest income after provision for (recovery of) credit losses 49,403 25,291 98,718 51,874 Noninterest income Service charges 2,630 1,283 5,025 2,483 Interchange income 1,441 961 2,868 1,872 Swap fee income 669 375 1,063 574 Wealth management income 5,267 3,312 10,682 6,414 Mortgage banking activities 478 369 780 827 Investment securities gains (losses) 8 (12 ) 21 (17 ) Other income 2,422 884 4,100 1,649 Total noninterest income 12,915 7,172 24,539 13,802 Noninterest expenses Salaries and employee benefits 21,364 13,195 41,752 26,947 Occupancy, furniture and equipment 4,211 2,705 8,886 5,344 Data processing 965 1,237 1,889 2,502 Advertising and bank promotions 1,077 774 1,576 1,172 FDIC insurance 674 419 1,498 860 Professional services 2,016 801 3,842 1,432 Taxes other than income 295 49 1,237 543 Intangible asset amortization 2,472 215 5,007 440 Merger-related expenses 968 1,135 2,617 1,807 Restructuring expenses — — 91 — Other operating expenses 3,572 2,109 7,395 4,061 Total noninterest expenses 37,614 22,639 75,790 45,108 Income before income tax expense 24,704 9,824 47,467 20,568 Income tax expense 5,256 2,086 9,968 4,299 Net income $ 19,448 $ 7,738 $ 37,499 $ 16,269 Three Months Ended Six Months Ended June 30, June 30, June 30, June 30, 2025 2024 2025 2024 Share information: Basic earnings per share $ 1.01 $ 0.74 $ 1.96 $ 1.57 Diluted earnings per share $ 1.01 $ 0.73 $ 1.94 $ 1.55 Dividends paid per share $ 0.26 $ 0.20 $ 0.52 $ 0.40 Weighted average shares – basic 19,173 10,393 19,165 10,371 Weighted average shares – diluted 19,342 10,553 19,335 10,517

ANALYSIS OF NET INTEREST INCOME Average Balances and Interest Rates, Taxable-Equivalent Basis (Unaudited) Three Months Ended 6/30/2025 3/31/2025 12/31/2024 9/30/2024 6/30/2024 (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 $ 136,106 $ 1,513 4.46% $ 203,347 $ 2,268 4.52% $ 199,236 $ 2,492 4.96% $ 184,465 $ 2,452 5.29% $ 142,868 $ 1,864 5.25% Investment securities (1)(2) 904,119 10,626 4.70 865,126 10,052 4.65 849,389 9,887 4.66 849,700 10,123 4.77 538,451 6,114 4.54 Loans (1)(3)(4)(5) 3,894,979 63,246 6.52 3,909,694 63,641 6.59 3,961,269 68,073 6.82 3,989,259 70,849 7.07 2,324,942 35,690 6.17 Total interest-earning assets 4,935,203 75,385 6.13 4,978,167 75,961 6.17 5,009,894 80,452 6.38 5,023,424 83,424 6.61 3,006,261 43,668 5.84 Other assets 439,569 447,530 454,271 491,719 204,863 Total assets $ 5,374,772 $ 5,425,697 $ 5,464,165 $ 5,515,143 $ 3,211,124 Liabilities and Shareholders’ Equity Interest-bearing demand deposits $ 2,463,687 13,880 2.26 $ 2,473,543 14,156 2.32 $ 2,522,885 15,575 2.45 $ 2,554,743 16,165 2.52 $ 1,649,753 10,118 2.47 Savings deposits 269,309 165 0.25 273,313 165 0.25 272,718 166 0.24 283,337 148 0.21 165,467 140 0.34 Time deposits 914,108 8,810 3.87 970,588 9,939 4.15 998,963 11,109 4.41 1,014,628 12,290 4.82 481,721 5,007 4.18 Total interest-bearing deposits 3,647,104 22,855 2.51 3,717,444 24,260 2.65 3,794,566 26,850 2.81 3,852,708 28,603 2.95 2,296,941 15,265 2.67 Securities sold under agreements to repurchase and federal funds purchased 25,917 106 1.64 26,163 84 1.30 21,572 67 1.23 23,075 96 1.66 13,412 27 0.81 FHLB advances and other borrowings 104,068 1,030 3.97 112,859 1,118 4.02 115,373 1,165 4.01 115,388 1,154 3.98 115,000 1,152 4.03 Subordinated notes and trust preferred debt 68,910 1,330 7.74 68,739 1,296 7.65 68,571 1,360 7.88 68,399 1,437 8.36 32,118 734 9.19 Total interest-bearing liabilities 3,845,999 25,321 2.64 3,925,205 26,758 2.76 4,000,082 29,442 2.92 4,059,570 31,290 3.07 2,457,471 17,178 2.81 Noninterest-bearing demand deposits 904,031 887,726 849,999 807,886 423,037 Other liabilities 89,058 89,077 97,685 110,017 57,828 Total liabilities 4,839,088 4,902,008 4,947,766 4,977,473 2,938,336 Shareholders’ equity 535,684 523,689 516,399 537,670 272,788 Total $ 5,374,772 $ 5,425,697 $ 5,464,165 $ 5,515,143 $ 3,211,124 Taxable-equivalent net interest income / net interest spread 50,064 3.49% 49,203 3.41% 51,010 3.46% 52,134 3.55% 26,490 3.02% Taxable-equivalent net interest margin 4.07% 4.00% 4.05% 4.14% 3.54% Taxable-equivalent adjustment (552 ) (442 ) (437 ) (437 ) (387 ) Net interest income $ 49,512 $ 48,761 $ 50,573 $ 51,697 $ 26,103 Ratio of average interest-earning assets to average interest-bearing liabilities 128% 127% 125% 124% 122% 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 $4.9 million, $6.6 million, $7.6 million, $7.3 million and $0.2 million for the three months ended June 30, 2025, March 31, 2025, December 31, 2024, September 30, 2024 and June 30, 2024, respectively.

ANALYSIS OF NET INTEREST INCOME Average Balances and Interest Rates, Taxable-Equivalent Basis (Unaudited) (continued) Six Months Ended June 30, 2025 June 30, 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 $ 169,541 $ 3,781 4.50 % $ 108,695 $ 2,820 5.22 % Investment securities (1)(2) 884,730 20,787 4.70 529,151 11,808 4.47 Loans (1)(3)(4)(5)(6) 3,902,295 126,883 6.56 2,316,522 72,072 6.25 Total interest-earning assets 4,956,566 151,451 6.15 2,954,368 86,700 5.90 Other assets 443,528 200,580 Total assets $ 5,400,094 $ 3,154,948 Liabilities and Shareholders’ Equity Interest-bearing demand deposits $ 2,468,589 28,036 2.29 $ 1,610,188 19,310 2.41 Savings deposits 271,104 330 0.25 167,736 284 0.34 Time deposits 942,387 18,749 4.01 455,082 9,187 4.06 Total interest-bearing deposits 3,682,080 47,115 2.58 2,233,006 28,781 2.59 Securities sold under agreements to repurchase and federal funds purchased 26,039 190 1.47 12,711 52 0.83 FHLB advances and other borrowings 108,439 2,148 3.99 126,253 2,626 4.18 Subordinated notes and trust preferred debt 68,825 2,626 7.69 32,109 1,488 9.32 Total interest-bearing liabilities 3,885,383 52,079 2.70 2,404,079 32,947 2.76 Noninterest-bearing demand deposits 895,924 420,253 Other liabilities 89,067 60,078 Total liabilities 4,870,374 2,884,410 Shareholders’ equity 529,720 270,538 Total liabilities and shareholders’ equity $ 5,400,094 $ 3,154,948 Taxable-equivalent net interest income / net interest spread 99,372 3.45 % 53,753 3.14 % Taxable-equivalent net interest margin 4.04 % 3.65 % Taxable-equivalent adjustment (1,099 ) (769 ) Net interest income $ 98,273 $ 52,984 Ratio of average interest-earning assets to average interest-bearing liabilities 128 % 123 %

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 six months ended June 30, 2024. (6) Interest income on loans includes accretion on purchase accounting marks of $11.5 million and $0.3 million for the six months ended June 30, 2025 and 2024, respectively.

ORRSTOWN FINANCIAL SERVICES, INC. HISTORICAL TRENDS IN QUARTERLY FINANCIAL DATA (Unaudited) (In thousands) June 30,

2025 March 31,

2025 December 31,

2024 September 30,

2024 June 30,

2024 Profitability for the quarter: Net interest income $ 49,512 $ 48,761 $ 50,573 $ 51,697 $ 26,103 Provision for (Recovery of) credit losses 109 (554 ) 1,755 13,681 812 Noninterest income 12,915 11,624 11,247 12,386 7,172 Noninterest expenses 37,614 38,176 42,930 60,299 22,639 Income (loss) before income taxes 24,704 22,763 17,135 (9,897 ) 9,824 Income tax expense (benefit) 5,256 4,712 3,451 (1,994 ) 2,086 Net income (loss) $ 19,448 $ 18,051 $ 13,684 $ (7,903 ) $ 7,738 Financial ratios: Return on average assets (1) 1.45 % 1.35 % 1.00 % (0.57)% 0.97 % Return on average assets, adjusted (1)(2)(3) 1.51 % 1.45 % 1.22 % 1.55 % 1.09 % Return on average equity (1) 14.56 % 13.98 % 10.54 % (5.85)% 11.41 % Return on average equity, adjusted (1)(2)(3) 15.12 % 14.97 % 12.86 % 15.85 % 12.88 % Net interest margin (1) 4.07 % 4.00 % 4.05 % 4.14 % 3.54 % Efficiency ratio 60.3 % 63.2 % 69.4 % 94.1 % 68.0 % Efficiency ratio, adjusted (2)(3) 58.7 % 60.5 % 62.3 % 60.2 % 64.6 % Per share information: Income (loss) per common share: Basic $ 1.01 $ 0.94 $ 0.72 $ (0.41 ) $ 0.74 Basic, adjusted (2)(3) 1.05 1.01 0.87 1.12 0.84 Diluted 1.01 0.93 0.71 (0.41 ) 0.73 Diluted, adjusted (2)(3) 1.04 1.00 0.87 1.11 0.83 Book value 28.07 27.32 26.65 26.65 25.97 Tangible book value(3) 22.77 21.99 21.19 21.12 24.08 Average tangible common equity(3) 18.43 17.91 13.62 (6.49 ) 12.35 Cash dividends paid 0.26 0.26 0.23 0.23 0.20 Average basic shares 19,172 19,157 19,118 19,088 10,393 Average diluted shares 19,342 19,328 19,300 19,226 10,553

(1) Annualized. (2) Ratio has been adjusted for non-recurring expenses for all periods presented. (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) June 30,

2025 March 31,

2025 December 31,

2024 September 30,

2024 June 30,

2024 Noninterest income: Service charges $ 2,630 $ 2,395 $ 2,050 $ 2,360 $ 1,283 Interchange income 1,441 1,427 1,608 1,779 961 Swap fee income 669 394 597 505 375 Wealth management income 5,267 5,415 4,902 5,037 3,312 Mortgage banking activities 478 302 517 491 369 Other income 2,422 1,678 1,578 1,943 884 Investment securities gains (losses) 8 13 (5 ) 271 (12 ) Total noninterest income $ 12,915 $ 11,624 $ 11,247 $ 12,386 $ 7,172 Noninterest expenses: Salaries and employee benefits $ 21,364 $ 20,388 $ 22,444 $ 27,190 $ 13,195 Occupancy, furniture and equipment 4,211 4,675 4,893 4,333 2,705 Data processing 965 924 1,540 2,046 1,237 Advertising and bank promotions 1,077 499 878 537 774 FDIC insurance 674 824 955 862 419 Professional services 2,016 1,826 1,591 1,119 801 Taxes other than income 295 942 (312 ) 503 49 Intangible asset amortization 2,472 2,535 2,838 2,464 215 Provision for legal settlement — — 478 — — Merger-related expenses 968 1,649 3,887 16,977 1,135 Restructuring expenses — 91 39 257 — Other operating expenses 3,572 3,823 3,699 4,011 2,109 Total noninterest expenses $ 37,614 $ 38,176 $ 42,930 $ 60,299 $ 22,639

HISTORICAL TRENDS IN QUARTERLY FINANCIAL DATA (Unaudited) (continued) (In thousands) June 30,

2025 March 31,

2025 December 31,

2024 September 30,

2024 June 30,

2024 Balance Sheet at quarter end: Cash and cash equivalents $ 149,377 $ 287,120 $ 248,874 $ 236,780 $ 132,509 Restricted investments in bank stocks 21,204 19,693 20,232 20,247 11,147 Securities available for sale 885,373 855,456 829,711 826,828 529,082 Loans held for sale, at fair value 5,206 5,261 6,614 3,561 1,562 Loans: Commercial real estate: Owner occupied 622,315 617,854 633,567 622,726 371,301 Non-owner occupied 1,203,038 1,157,383 1,160,238 1,164,501 710,477 Multi-family 239,388 257,724 274,135 276,296 151,542 Non-owner occupied residential 163,018 168,354 179,512 190,786 89,156 Agricultural 124,291 134,916 125,156 129,486 25,551 Commercial and industrial 487,063 455,494 451,384 471,983 349,425 Acquisition and development: 1-4 family residential construction 38,490 40,621 47,432 56,383 32,439 Commercial and land development 198,889 227,434 241,424 262,317 129,883 Municipal 28,693 30,780 30,044 27,960 10,594 Total commercial loans 3,105,185 3,090,560 3,142,892 3,202,438 1,870,368 Residential mortgage: First lien 472,030 464,642 460,297 451,195 271,153 Home equity – term 5,784 9,224 5,988 6,508 4,633 Home equity – lines of credit 305,968 295,820 303,561 303,165 192,736 Other – term(1) 25,384 — — — — Installment and other loans 17,028 15,739 18,476 18,131 8,713 Total loans 3,931,379 3,875,985 3,931,214 3,981,437 2,347,603 Allowance for credit losses (47,898 ) (47,804 ) (48,689 ) (49,630 ) (29,864 ) Net loans held for investment 3,883,481 3,828,181 3,882,525 3,931,807 2,317,739 Goodwill 69,751 68,106 68,106 70,655 18,724 Other intangible assets, net 42,748 45,230 47,765 46,144 1,974 Total assets 5,387,645 5,441,586 5,441,589 5,470,589 3,198,782 Total deposits 4,516,625 4,633,716 4,623,096 4,650,853 2,702,884 FHLB advances and other borrowings and Securities sold under agreements to repurchase 166,381 123,480 141,227 137,310 129,625 Subordinated notes and trust preferred debt 69,021 68,850 68,680 68,510 32,128 Total shareholders’ equity 548,448 532,936 516,682 516,206 278,376 (1) Other – term includes property assessed clean energy (“PACE”) loans.

HISTORICAL TRENDS IN QUARTERLY FINANCIAL DATA (Unaudited) (continued) June 30,

2025 March 31,

2025 December 31,

2024 September 30,

2024 June 30,

2024 Capital and credit quality measures(1): Total risk-based capital: Orrstown Financial Services, Inc. 13.3 % 13.1 % 12.4 % 12.4 % 13.3 % Orrstown Bank 13.3 % 13.0 % 12.4 % 12.2 % 13.1 % Tier 1 risk-based capital: Orrstown Financial Services, Inc. 11.1 % 10.8 % 10.2 % 10.0 % 11.1 % Orrstown Bank 12.1 % 11.9 % 11.2 % 11.0 % 12.0 % Tier 1 common equity risk-based capital: Orrstown Financial Services, Inc. 10.9 % 10.6 % 10.0 % 9.8 % 11.1 % Orrstown Bank 12.1 % 11.9 % 11.2 % 11.0 % 12.0 % Tier 1 leverage capital: Orrstown Financial Services, Inc. 9.0 % 8.6 % 8.3 % 8.0 % 8.9 % Orrstown Bank 9.8 % 9.5 % 9.1 % 8.8 % 9.5 % Average equity to average assets 9.97 % 9.65 % 9.45 % 9.75 % 8.50 % Allowance for credit losses to total loans 1.22 % 1.23 % 1.24 % 1.25 % 1.27 % Total nonaccrual loans to total loans 0.57 % 0.59 % 0.61 % 0.68 % 0.36 % Nonperforming assets to total assets 0.42 % 0.42 % 0.45 % 0.49 % 0.26 % Allowance for credit losses to nonaccrual loans 214 % 210 % 202 % 184 % 357 % Other information: Net charge-offs $ 115 $ 331 $ 3,002 $ 269 $ 113 Classified loans 65,754 76,211 88,628 105,465 48,722 Nonperforming and other risk assets: Nonaccrual loans 22,423 22,727 24,111 26,927 8,363 Other real estate owned — 138 138 138 — Total nonperforming assets 22,423 22,865 24,249 27,065 8,363 Financial difficulty modifications still accruing 5,759 5,127 4,897 9,497 — Loans past due 90 days or more and still accruing 1,312 400 641 337 187 Total nonperforming and other risk assets $ 29,494 $ 28,392 $ 29,787 $ 36,899 $ 8,550 (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 $112.5 million and $115.9 million at June 30, 2025 and December 31, 2024, respectively. In addition, during the three months ended June 30, 2025, March, 31, 2025, December 31, 2024, September 30, 2024 and June 30, 2024, the Company incurred $1.0 million, $1.6 million, $3.9 million, $17.0 million and $1.1 million in merger-related expenses, respectively. During the three months ended December 31, 2024 and September 30, 2024, the Company incurred other non-recurring charges totaling $0.5 million and $20.2 million, respectively.

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 June 30,

2025 March 31,

2025 December 31,

2024 September 30,

2024 June 30,

2024 Shareholders’ equity (most directly comparable GAAP-based measure) $ 548,448 $ 532,936 $ 516,682 $ 516,206 $ 278,376 Less: Goodwill 69,751 68,106 68,106 70,655 18,724 Other intangible assets 42,748 45,230 47,765 46,144 1,974 Related tax effect (8,977 ) (9,498 ) (10,031 ) (9,690 ) (415 ) Tangible common equity (non-GAAP) $ 444,926 $ 429,098 $ 410,842 $ 409,097 $ 258,093 Common shares outstanding 19,536 19,510 19,390 19,373 10,720 Book value per share (most directly comparable GAAP-based measure) $ 28.07 $ 27.32 $ 26.65 $ 26.65 $ 25.97 Intangible assets per share 5.30 5.33 5.46 5.53 1.89 Tangible book value per share (non-GAAP) $ 22.77 $ 21.99 $ 21.19 $ 21.12 $ 24.08

Return on Average Common Equity June 30,

2025 March 31,

2025 December 31,

2024 September 30,

2024 June 30,

2024 Average shareholders’ equity $ 535,684 $ 523,689 $ 516,399 $ 537,670 $ 272,788 Less: Average goodwill 68,126 68,106 71,477 36,034 18,724 Less: Average other intangible assets, gross 44,304 46,864 45,319 17,393 2,105 Average tangible equity $ 423,254 $ 408,719 $ 399,603 $ 484,243 $ 251,959 Return on average tangible equity 18.43 % 17.91 % 13.62 % (6.49)% 12.35 %

(In thousands) Three Months Ended Six Months Ended Adjusted Ratios for Non-recurring Charges June 30,

2025 March 31, 2025 December 31,

2024 September 30,

2024 June 30,

2024 June 30,

2025 June 30,

2024 Net income (loss) (A) – most directly comparable GAAP-based measure $ 19,448 $ 18,051 $ 13,684 $ (7,903 ) $ 7,738 $ 37,499 $ 16,269 Plus: Merger-related expenses (B) 968 1,649 3,887 16,977 1,135 2,617 1,807 Plus: Executive retirement expenses (B) — — 35 4,758 — — — Plus: Provision for credit losses on non-PCD loans (B) — — — 15,504 — — — Plus: Provision for legal settlement (B) — — 478 — — — — Less: Related tax effect (C) (221 ) (368 ) (1,386 ) (7,915 ) (139 ) (590 ) (140 ) Adjusted net income (D=A+B-C) – Non-GAAP $ 20,195 $ 19,332 $ 16,698 $ 21,421 $ 8,734 $ 39,526 $ 17,936 Average assets (E) $ 5,374,772 $ 5,425,697 $ 5,464,165 $ 5,515,143 $ 3,211,124 $ 5,400,094 $ 3,154,948 Return on average assets (= A / E) – most directly comparable GAAP-based measure (1) 1.45 % 1.35 % 1.00 % (0.57)% 0.97 % 1.40 % 1.04 % Return on average assets, adjusted (= D / E) – Non-GAAP (1) 1.51 % 1.45 % 1.22 % 1.55 % 1.09 % 1.48 % 1.14 % Average equity (F) $ 535,684 $ 523,689 $ 516,399 $ 537,670 $ 272,788 $ 529,720 $ 270,538 Return on average equity (= A / F) – most directly comparable GAAP-based measure (1) 14.56 % 13.98 % 10.54 % (5.85)% 11.41 % 14.28 % 12.09 % Return on average equity, adjusted (= D / F) – Non-GAAP (1) 15.12 % 14.97 % 12.86 % 15.85 % 12.88 % 15.05 % 13.33 % Weighted average shares – basic (G) – most directly comparable GAAP-based measure 19,173 19,157 19,118 19,088 10,393 19,165 10,371 Basic earnings (loss) per share (= A / G) – most directly comparable GAAP-based measure $ 1.01 $ 0.94 $ 0.72 $ (0.41 ) $ 0.74 $ 1.96 $ 1.57 Basic earnings per share, adjusted (= D / G) – Non-GAAP $ 1.05 $ 1.01 $ 0.87 $ 1.12 $ 0.84 $ 2.06 $ 1.73 Weighted average shares – diluted (H) – most directly comparable GAAP-based measure 19,342 19,328 19,300 19,226 10,553 19,335 10,517 Diluted earnings (loss) per share (= A / H) – most directly comparable GAAP-based measure $ 1.01 $ 0.93 $ 0.71 $ (0.41 ) $ 0.73 $ 1.94 $ 1.55 Diluted earnings per share, adjusted (= D / H) – Non-GAAP $ 1.04 $ 1.00 $ 0.87 $ 1.11 $ 0.83 $ 2.04 $ 1.71 (1) Annualized

Three Months Ended Six Months Ended June 30,

2025 March 31, 2025 December 31,

2024 September 30,

2024 June 30,

2024 June 30,

2025 June 30,

2024 Noninterest expense (I) – most directly comparable GAAP-based measure $ 37,614 $ 38,176 $ 42,930 $ 60,299 $ 22,639 $ 75,790 $ 45,108 Less: Merger-related expenses (B) (968 ) (1,649 ) (3,887 ) (16,977 ) (1,135 ) (2,617 ) (1,807 ) Less: Executive retirement expenses (B) — — (35 ) (4,758 ) — — — Less: Provision for legal settlement (B) — — (478 ) — — — — Adjusted noninterest expense (J = I – B) – Non-GAAP $ 36,646 $ 36,527 $ 38,531 $ 38,564 $ 21,504 $ 73,173 $ 43,301 Net interest income (K) $ 49,512 $ 48,761 $ 50,573 $ 51,697 $ 26,103 $ 98,273 $ 52,984 Noninterest income (L) 12,915 11,624 11,247 12,386 7,172 24,539 13,802 Total operating income (M = K + L) $ 62,427 $ 60,385 $ 61,820 $ 64,083 $ 33,275 $ 122,812 $ 66,786 Efficiency ratio (= I / M) – most directly comparable GAAP-based measure 60.3 % 63.2 % 69.4 % 94.1 % 68.0 % 61.7 % 67.5 % Efficiency ratio, adjusted (= J / M) – Non-GAAP 58.7 % 60.5 % 62.3 % 60.2 % 64.6 % 59.6 % 64.8 % (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 June 30, 2025:

(In thousands)

Sector Portfolio Mix Amortized Book Fair Value Credit Enhancement AAA AA A BBB BB NR Collateral / Guarantee Type Unsecured ABS — % $ 2,827 $ 2,673 28 % — % — % — % — % — % 100 % Unsecured Consumer Debt Student Loan ABS — 3,577 3,576 28 — — — — — 100 Seasoned Student Loans Federal Family Education Loan ABS 8 75,724 74,828 11 — 47 33 7 13 — Federal Family Education Loan (1) PACE Loan ABS — 1,912 1,702 7 100 — — — — — PACE Loans (2) Non-Agency CMBS 3 24,012 24,027 24 — — — — — 100 Non-Agency RMBS 2 15,936 14,596 16 100 — — — — — Reverse Mortgages (3) Municipal – General Obligation 11 100,035 90,241 16 77 7 — — — Municipal – Revenue 13 120,446 105,710 — 82 12 — — 6 SBA ReRemic (5) — 1,904 1,890 — 100 — — — — SBA Guarantee (4) Small Business Administration 1 5,156 5,275 — 100 — — — — SBA Guarantee (4) Agency MBS 22 198,876 197,965 — 100 — — — — Residential Mortgages (4) Agency CMO 38 344,233 342,057 — 100 — — — — U.S. Treasury securities 2 20,036 18,641 — 100 — — — — U.S. Government Guarantee (4) Corporate bonds — 1,941 1,977 — — 52 48 — — 100 % $ 916,615 $ 885,158 4 % 85 % 5 % 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 $5.4 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; the possibility that the anticipated benefits of the merger with Codorus Valley Bancorp are not realized when expected or at all; 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.

Source: Finance.yahoo.com | View original article

Source: https://finance.yahoo.com/news/orrstown-financial-services-inc-reports-201200738.html

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