Orrstown Financial Services, Inc. Reports Third Quarter 2025 Results
- Net income of $21.9 million, or $1.13 per diluted share, for the three months ended September 30, 2025 compared to net income of $19.4 million, or $1.01 per diluted share, for the three months ended June 30, 2025; excluding the impact of $1.0 million in merger-related expenses, net of taxes, net income and diluted earnings per share for the second quarter of 2025 were $20.2 million(1) and $1.04(1), respectively;
- Return on average assets was 1.60% and return on average equity was 15.72% for the three months ended September 30, 2025, compared to 1.45% and 14.56% for the return on average assets and return on average equity, respectively, for the three months ended June 30, 2025;
- Excluding the impact of the merger-related expenses referenced above, net of taxes, adjusted return on average assets and adjusted return on average equity were 1.51%(1) and 15.12%(1), respectively, for the three months ended June 30, 2025;
- Net interest margin, on a tax equivalent basis, was 4.11% in the third quarter of 2025 compared to 4.07% in the second quarter of 2025; the net accretion of purchase accounting marks positively impacted the margin by 52 basis points in the third quarter of 2025 compared to 50 basis points in the second quarter of 2025;
- Loans increased by $48.4 million, or approximately 5% annualized, from June 30, 2025 to September 30, 2025; classified loans decreased by $1.7 million from $65.8 million at June 30, 2025 to $64.1 million at September 30, 2025;
- Subordinated notes of $32.5 million were redeemed on September 30, 2025; as a result of the redemption, the Company amortized the remaining debt issuance costs of $0.3 million;
- Noninterest income increased by $0.5 million from $12.9 million for the three months ended June 30, 2025 to $13.4 million for the three months ended September 30, 2025;
- Noninterest expenses decreased by $1.3 million from $37.6 million for the three months ended June 30, 2025 to $36.3 million for the three months ended September 30, 2025; no merger-related expenses were incurred during the third quarter of 2025;
- Efficiency ratio decreased from 60.3% for the three months ended June 30, 2025 to 56.4% for the three months ended September 30, 2025;
- Tangible common equity increased to 8.8% at September 30, 2025 compared to 8.3% at June 30, 2025;
- Tangible book value per common share(1) increased to $24.12 per share at September 30, 2025 compared to $22.77 per share at June 30, 2025;
- The Board of Directors declared a cash dividend of $0.27 per common share, payable November 12, 2025, to shareholders of record as of November 5, 2025.
(1) Non-GAAP measure. See Appendix A for additional information.
HARRISBURG, Pa., Oct. 21, 2025 (GLOBE NEWSWIRE) — Orrstown Financial Services, Inc. (the “Company”) (NASDAQ: ORRF), the parent company of Orrstown Bank (the “Bank”), announced earnings for the periods ended September 30, 2025. Net income totaled $21.9 million for the three months ended September 30, 2025, compared to net income of $19.4 million for the three months ended June 30, 2025 and net loss of $7.9 million for the three months ended September 30, 2024. Diluted earnings per share was $1.13 for the three months ended September 30, 2025, compared to diluted earnings per share of $1.01 for the three months ended June 30, 2025 and diluted loss per share of $0.41 for the three months ended September 30, 2024. The Company did not incur merger-related expenses during the third quarter of 2025. 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 third quarter of 2024, excluding the impact from the non-recurring charges, net of taxes, net income and diluted earnings per share were $21.4 million(1) and $1.11(1), respectively.
“Orrstown generated another quarter of impressive earnings, demonstrating our continued momentum after a measured start to the year,” said Thomas R. Quinn, Jr., President and Chief Executive Officer. “Loan growth was strong, fee income increased again and expenses continue to decline. This all translated into our strongest quarter of earnings on record with diluted EPS of $1.13, return on assets of 1.60% and return on equity of nearly 16%. The synergies achieved since the prior year merger are clearly evident in our financial metrics. Our capital ratios remain sound even after redeeming subordinated debt during the third quarter. While we are proud of our recent accomplishments, we remain focused on structuring our balance sheet to facilitate success in a changing interest rate environment within a competitive landscape. We are mindful of some remaining economic uncertainty and its potential impact on the overall business environment. We therefore plan to continue to grow prudently while making appropriate strategic investments along the way.”
(1) Non-GAAP measure. See Appendix A for additional information.
DISCUSSION OF RESULTS
Balance Sheet
Loans
Loans held for investment increased by $48.4 million and totaled $4.0 billion and $3.9 billion at September 30, 2025 and June 30, 2025, respectively. Commercial loans increased by $38.2 million, or approximately 5% annualized, and residential mortgages increased by $10.3 million, or approximately 5%, from June 30, 2025 to September 30, 2025.
Investment Securities
Investment securities, all of which are classified as available-for-sale, increased by $5.0 million to $890.4 million at September 30, 2025 from $885.4 million at June 30, 2025. During the third quarter of 2025, the Bank purchased $57.7 million of investment securities, which was partially offset by sales of $41.6 million and paydowns totaling $20.5 million. Net unrealized losses declined by $9.1 million for the three months ended September 30, 2025 due to reduced market rates. The overall duration of the Company’s investment securities portfolio was 4.4 years at September 30, 2025 compared to 4.5 years at June 30, 2025. See Appendix B for a summary of the Bank’s investment securities at September 30, 2025, highlighting their concentrations, credit ratings and credit enhancement levels.
Deposits
During the third quarter of 2025, deposits increased by $16.9 million and totaled $4.5 billion at both September 30, 2025 and June 30, 2025. Money market deposits and time deposits increased by $64.0 million and $36.1 million, respectively, and interest-bearing demand deposits, non-interest bearing demand deposits and saving deposits decreased by $60.9 million, $16.7 million and $5.6 million, respectively, from June 30, 2025 to September 30, 2025. Money market deposits and time deposits were impacted by increases in brokered money market deposits of $40.0 million and brokered time deposits of $50.6 million. Continued run-off in higher yielding promotional balances partially offset these deposits. The decreases in the other categories were consistent with normal cyclical activity. The Bank’s loan-to-deposit ratio increased to 88% at September 30, 2025 from 87% at June 30, 2025.
Borrowings
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.
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 $209.2 million at September 30, 2025 compared to $136.3 million at June 30, 2025. The increase was due to higher utilization of overnight borrowings during the third quarter of 2025 as lending and investing activities increased. This increase was partially offset by the subordinated note redemption. 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 both September 30, 2025 and June 30, 2025.
Income Statement
Net Interest Income and Margin
Net interest income was $51.0 million for the three months ended September 30, 2025 compared to $49.5 million for the three months ended June 30, 2025. The net interest margin, on a tax equivalent basis, increased to 4.11% in the third quarter of 2025 from 4.07% in the second quarter of 2025. This increase is primarily the result of an increase of six basis points in the yield on loans from the three months ended June 30, 2025 to the three months ended September 30, 2025. This was partially offset by an increase of three basis points in the cost of funds between the same periods due to the accelerated amortization of debt issuance costs in the third quarter.
The net interest margin was positively impacted by the net accretion impact of purchase accounting marks on loans, securities, deposits and borrowings of $5.8 million during the third quarter of 2025 compared to $5.2 million for the second quarter of 2025. This change was due primarily to higher accelerated accretion in the three months ended September 30, 2025 compared to the three months ended June 30, 2025.
Interest income on loans, on a tax equivalent basis, increased by $2.8 million to $66.0 million for the three months ended September 30, 2025 compared to $63.2 million for the three months ended June 30, 2025. Average loans increased by $84.1 million during the three months ended September 30, 2025 compared to the three months ended June 30, 2025. The accretion of purchase accounting marks on loans totaled $5.3 million during the third quarter of 2025 compared to $4.9 million during the second quarter of 2025.
Interest income on investment securities, on a tax equivalent basis, was $10.6 million for both the third and second quarters of 2025. Average investment securities increased by $2.3 million during the three months ended September 30, 2025 compared to the three months ended June 30, 2025.
Interest expense, on a tax equivalent basis, increased by $0.8 million to $26.1 million for the three months ended September 30, 2025 compared to $25.3 million for the three months ended June 30, 2025. Average FHLB advances and other borrowings increased by $65.8 million from $104.1 million for the three months ended June 30, 2025 to $168.9 million for the three months ended September 30, 2025. Subordinated notes were redeemed on September 30, 2025, which resulted in the accelerated amortization of the remaining debt issuance costs of $0.3 million, which reduced the net interest margin by two basis points. Borrowing costs increased by 25 basis points during the three months ended September 30, 2025. Average interest-bearing deposits decreased by $34.9 million during the three months ended September 30, 2025 compared to the three months ended June 30, 2025. The cost of interest-bearing deposits declined by two basis points from the second quarter of 2025 to the third quarter of 2025. In addition, interest expense includes $0.3 million and $0.4 million of amortization of purchase accounting marks on interest bearing liabilities for the three months ended September 30, 2025 and June 30, 2025, respectively.
Provision for Credit Losses on Loans
The allowance for credit losses (“ACL”) on loans increased to $48.1 million at September 30, 2025 from $47.9 million at June 30, 2025. The ACL to total loans was 1.21% at September 30, 2025 compared to 1.22% at June 30, 2025. The Company recorded provision expense of $0.4 million for the three months ended September 30, 2025 compared to $0.2 million for the three months ended June 30, 2025. Net charge-offs were $0.2 million for the three months ended September 30, 2025 compared to $0.1 million for the three months ended June 30, 2025.
Classified loans decreased by $1.7 million to $64.1 million at September 30, 2025 from $65.8 million at June 30, 2025 due to repayments of $5.8 million, net downgrades of $4.3 million and charge offs of $0.3 million. Delinquent loans decreased by $0.4 million from $12.3 million at June 30, 2025 to $11.9 million at September 30, 2025. Non-accrual loans totaled $26.2 million at September 30, 2025 compared to $22.4 million at June 30, 2025 due to additions to nonaccrual status of $7.8 million primarily consisting of $4.7 million for one commercial construction and land development relationship, $1.3 million in owner-occupied commercial real estate loans and $1.1 million in residential mortgages, partially offset by repayments totaling $3.9 million. Nonaccrual loans to total loans increased to 0.66% at September 30, 2025 compared to 0.57% at June 30, 2025. Management believes the ACL to be adequate based on current asset quality metrics and economic forecasts.
Noninterest Income
Noninterest income increased by $0.5 million to $13.4 million for the three months ended September 30, 2025 from $12.9 million for the three months ended June 30, 2025.
Income from service charges was $3.0 million for the three months ended September 30, 2025 compared to $2.6 million for the three months ended June 30, 2025 based on increased interchange activity.
Swap fee income increased by $0.1 million to $0.8 million for the three months ended September 30, 2025 compared to $0.7 million for the three months ended June 30, 2025. Swap fee income will fluctuate based on market conditions and client demand.
Income from mortgage banking activities was $0.5 million for both the three months ended September 30, 2025 and June 30, 2025. The Bank sold 37 loans to the secondary market during the third quarter of 2025 compared to 47 loans during the second quarter of 2025. The impact of the reduction in loan sale activity was offset by gains from positive fair value adjustments resulting from the increase in the residential mortgage loan pipeline and declining market interest rates.
Other income decreased by $0.3 million to $2.1 million for the three months ended September 30, 2025 compared to $2.4 million for the three months ended June 30, 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 $1.3 million to $36.3 million in the three months ended September 30, 2025 from $37.6 million in the three months ended June 30, 2025.
For the three months ended September 30, 2025, the Company did not incur merger-related expenses compared to $1.0 million for the three months ended June 30, 2025.
Advertising and bank promotions expense decreased by $0.9 million from $1.1 million for the three months ended June 30, 2025 to $0.2 million for the three months ended September 30, 2025 due to $0.7 million in contributions to tax credit programs during the second quarter of 2025. Taxes other than income increased by $0.5 million in the three months ended September 30, 2025 compared to the three months ended June 30, 2025. This decrease reflects the tax impact of the contributions referenced above.
Salaries and benefits expense was $21.4 million for both the three months ended September 30, 2025 and June 30, 2025. The third quarter of 2025 reflects a full quarter impact from the increase in merit-based salaries that went into effect in May 2025 and third quarter contributions towards employee benefit expense that occur semi-annually. The second quarter of 2025 included $0.6 million of severance costs.
Professional services expense decreased by $0.3 million from $2.0 million for the three months ended June 30, 2025 to $1.7 million for the three months ended September 30, 2025. The third quarter of 2025 reflects a reduction in the level of third-party assistance to enhance daily functions and operational processes throughout the organization. While the Company will remain reliant on these services in the fourth quarter of 2025, the Company expects expenses related to these services to continue to decline.
Income Taxes
The Company’s effective tax rate was 21.0% for the third quarter of 2025 compared to 21.3% for the second quarter of 2025. The second quarter rate reflected a year-to-date adjustment to align with the revised projection for the full year. The Company’s effective tax rate for the three months ended September 30, 2025 is aligned with 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 $571.9 million at September 30, 2025 compared to $548.4 million at June 30, 2025. The increase is due to net income of $21.9 million and other comprehensive income of $6.9 million, partially offset by dividend payments of $5.3 million.
Tangible book value per common share(1) increased to $24.12 per share at September 30, 2025 from $22.77 per share at June 30, 2025. The Company’s tangible common equity ratio was 8.8% at September 30, 2025 compared to 8.3% at June 30, 2025. Return on average tangible common equity per common share(1) was 19.7% for the three months ended September 30, 2025 compared to 18.4% for the three months ended June 30, 2025.
Most of the Company’s capital ratios increased during the three months ended September 30, 2025 due to earnings; however, total risk-based capital decreased due to impact of the redemption of subordinated notes. The Company’s tier 1 common equity, tier 1 and total risk-based capital ratios were 11.1%, 11.3% and 13.1%, respectively, at September 30, 2025 compared to 10.9%, 11.1% and 13.3%, respectively, at June 30, 2025. The Company’s Tier 1 leverage ratio increased to 9.3% at September 30, 2025 compared to 9.0% at June 30, 2025.
At September 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.
(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 | Nine Months Ended | ||||||||||||||
| September 30, | September 30, | September 30, | September 30, | ||||||||||||
| (In thousands) | 2025 | 2024 | 2025 | 2024 | |||||||||||
| Profitability for the period: | |||||||||||||||
| Net interest income | $ | 50,988 | $ | 51,697 | $ | 149,261 | $ | 104,681 | |||||||
| Provision for credit losses – loans | 396 | 14,115 | 51 | 15,348 | |||||||||||
| Recovery of credit losses – unfunded loan commitments | — | (434 | ) | (100 | ) | (557 | ) | ||||||||
| Noninterest income | 13,382 | 12,386 | 37,921 | 26,188 | |||||||||||
| Noninterest expenses | 36,297 | 60,299 | 112,087 | 105,407 | |||||||||||
| Income (loss) before income tax expense (benefit) | 27,677 | (9,897 | ) | 75,144 | 10,671 | ||||||||||
| Income tax expense (benefit) | 5,812 | (1,994 | ) | 15,780 | 2,305 | ||||||||||
| Net income (loss) available to common shareholders | $ | 21,865 | $ | (7,903 | ) | $ | 59,364 | $ | 8,366 | ||||||
| Financial ratios: | |||||||||||||||
| Return on average assets (1) | 1.60 | % | (0.57)% | 1.47 | % | 0.28 | % | ||||||||
| Return on average assets, adjusted (1) (2) (3) | n/a | 1.55 | % | 1.52 | % | 1.33 | % | ||||||||
| Return on average equity (1) | 15.72 | % | (5.85)% | 14.77 | % | 3.10 | % | ||||||||
| Return on average equity, adjusted (1) (2) (3) | n/a | 15.85 | % | 15.28 | % | 14.59 | % | ||||||||
| Net interest margin (1) | 4.11 | % | 4.14 | % | 4.06 | % | 3.88 | % | |||||||
| Efficiency ratio | 56.4 | % | 94.1 | % | 59.9 | % | 80.5 | % | |||||||
| Efficiency ratio, adjusted (2) (3) | n/a | 60.2 | % | 58.5 | % | 62.6 | % | ||||||||
| Income (loss) per common share: | |||||||||||||||
| Basic | $ | 1.14 | $ | (0.41 | ) | $ | 3.09 | $ | 0.63 | ||||||
| Basic, adjusted (2) (3) | n/a | $ | 1.12 | $ | 3.20 | $ | 2.96 | ||||||||
| Diluted | $ | 1.13 | $ | (0.41 | ) | $ | 3.07 | $ | 0.62 | ||||||
| Diluted, adjusted (2) (3) | n/a | $ | 1.11 | $ | 3.17 | $ | 2.93 | ||||||||
| Average equity to average assets | 10.18 | % | 9.75 | % | 9.94 | % | 9.13 | % | |||||||
| (1) Annualized for the three and nine months ended September 30, 2025 and 2024. | |||||||||||||||
| (2) Ratio has been adjusted for the non-recurring charges 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. | |||||||||||||||
| FINANCIAL HIGHLIGHTS (Unaudited) | |||||||
| (continued) | |||||||
| September 30, | December 31, | ||||||
| (Dollars in thousands, except per share amounts) | 2025 | 2024 | |||||
| At period-end: | |||||||
| Total assets | $ | 5,470,233 | $ | 5,441,589 | |||
| Loans, net of allowance for credit losses | 3,931,631 | 3,882,525 | |||||
| Loans held-for-sale, at fair value | 6,026 | 6,614 | |||||
| Securities available for sale, at fair value | 890,357 | 829,711 | |||||
| Total deposits | 4,533,560 | 4,623,096 | |||||
| FHLB advances and other borrowings and Securities sold under agreements to repurchase | 241,719 | 141,227 | |||||
| Subordinated notes and trust preferred debt | 36,970 | 68,680 | |||||
| Shareholders’ equity | 571,936 | 516,682 | |||||
| Credit quality and capital ratios (1): | |||||||
| Allowance for credit losses to total loans | 1.21 | % | 1.24 | % | |||
| Total nonaccrual loans to total loans | 0.66 | % | 0.61 | % | |||
| Nonperforming assets to total assets | 0.48 | % | 0.45 | % | |||
| Allowance for credit losses to nonaccrual loans | 184 | % | 202 | % | |||
| Total risk-based capital: | |||||||
| Orrstown Financial Services, Inc. | 13.1 | % | 12.4 | % | |||
| Orrstown Bank | 12.9 | % | 12.4 | % | |||
| Tier 1 risk-based capital: | |||||||
| Orrstown Financial Services, Inc. | 11.3 | % | 10.2 | % | |||
| Orrstown Bank | 11.8 | % | 11.2 | % | |||
| Tier 1 common equity risk-based capital: | |||||||
| Orrstown Financial Services, Inc. | 11.1 | % | 10.0 | % | |||
| Orrstown Bank | 11.8 | % | 11.2 | % | |||
| Tier 1 leverage capital: | |||||||
| Orrstown Financial Services, Inc. | 9.3 | % | 8.3 | % | |||
| Orrstown Bank | 9.6 | % | 9.1 | % | |||
| Book value per common share | $ | 29.33 | $ | 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) | September 30, 2025 | December 31, 2024 | |||||
| Assets | |||||||
| Cash and due from banks | $ | 60,970 | $ | 51,026 | |||
| Interest-bearing deposits with banks | 123,176 | 197,848 | |||||
| Cash and cash equivalents | 184,146 | 248,874 | |||||
| Restricted investments in bank stocks | 24,111 | 20,232 | |||||
| Securities available for sale (amortized cost of $912,760 and $864,920 at September 30, 2025 and December 31, 2024, respectively) | 890,357 | 829,711 | |||||
| Loans held for sale, at fair value | 6,026 | 6,614 | |||||
| Loans | 3,979,736 | 3,931,214 | |||||
| Less: Allowance for credit losses | (48,105 | ) | (48,689 | ) | |||
| Net loans | 3,931,631 | 3,882,525 | |||||
| Premises and equipment, net | 51,312 | 50,217 | |||||
| Cash surrender value of life insurance | 146,020 | 143,854 | |||||
| Goodwill | 69,751 | 68,106 | |||||
| Other intangible assets, net | 40,338 | 47,765 | |||||
| Accrued interest receivable | 20,443 | 21,058 | |||||
| Deferred tax assets, net | 34,100 | 42,647 | |||||
| Other assets | 71,998 | 79,986 | |||||
| Total assets | $ | 5,470,233 | $ | 5,441,589 | |||
| Liabilities | |||||||
| Deposits: | |||||||
| Noninterest-bearing | $ | 901,557 | $ | 894,176 | |||
| Interest-bearing | 3,632,003 | 3,728,920 | |||||
| Total deposits | 4,533,560 | 4,623,096 | |||||
| Securities sold under agreements to repurchase and federal funds purchased | 32,501 | 25,863 | |||||
| FHLB advances and other borrowings | 209,218 | 115,364 | |||||
| Subordinated notes and trust preferred debt | 36,970 | 68,680 | |||||
| Other liabilities | 86,048 | 91,904 | |||||
| Total liabilities | 4,898,297 | 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; 19,712,347 shares issued and 19,500,983 outstanding at September 30, 2025; 19,722,640 shares issued and 19,389,967 outstanding at December 31, 2024 | 1,026 | 1,027 | |||||
| Additional paid—in capital | 423,624 | 423,274 | |||||
| Retained earnings | 170,526 | 126,540 | |||||
| Accumulated other comprehensive loss | (17,538 | ) | (26,316 | ) | |||
| Treasury stock— 211,364 and 332,673 shares, at cost at September 30, 2025 and December 31, 2024, respectively | (5,702 | ) | (7,843 | ) | |||
| Total shareholders’ equity | 571,936 | 516,682 | |||||
| Total liabilities and shareholders’ equity | $ | 5,470,233 | $ | 5,441,589 | |||
| ORRSTOWN FINANCIAL SERVICES, INC. | |||||||||||||||
| CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) | |||||||||||||||
| Three Months Ended | Nine Months Ended | ||||||||||||||
| September 30, | September 30, | September 30, | September 30, | ||||||||||||
| (Dollars in thousands, except per share amounts) | 2025 | 2024 | 2025 | 2024 | |||||||||||
| Interest income | |||||||||||||||
| Loans | $ | 65,751 | $ | 70,647 | $ | 192,219 | $ | 142,417 | |||||||
| Investment securities – taxable | 9,367 | 9,005 | 27,717 | 18,588 | |||||||||||
| Investment securities – tax-exempt | 881 | 883 | 2,634 | 2,641 | |||||||||||
| Short-term investments | 1,123 | 2,452 | 4,904 | 5,272 | |||||||||||
| Total interest income | 77,122 | 82,987 | 227,474 | 168,918 | |||||||||||
| Interest expense | |||||||||||||||
| Deposits | 22,639 | 28,603 | 69,754 | 57,384 | |||||||||||
| Securities sold under agreements to repurchase and federal funds purchased | 107 | 96 | 297 | 148 | |||||||||||
| FHLB advances and other borrowings | 1,791 | 1,154 | 3,939 | 3,780 | |||||||||||
| Subordinated notes and trust preferred debt | 1,597 | 1,437 | 4,223 | 2,925 | |||||||||||
| Total interest expense | 26,134 | 31,290 | 78,213 | 64,237 | |||||||||||
| Net interest income | 50,988 | 51,697 | 149,261 | 104,681 | |||||||||||
| Provision for credit losses – loans | 396 | 14,115 | 51 | 15,348 | |||||||||||
| Recovery of credit losses – unfunded loan commitments | — | (434 | ) | (100 | ) | (557 | ) | ||||||||
| Net interest income after net recovery of credit losses | 50,592 | 38,016 | 149,310 | 89,890 | |||||||||||
| Noninterest income | |||||||||||||||
| Service charges | 2,997 | 2,360 | 8,022 | 4,843 | |||||||||||
| Interchange income | 1,620 | 1,779 | 4,488 | 3,651 | |||||||||||
| Swap fee income | 816 | 505 | 1,879 | 1,079 | |||||||||||
| Wealth management income | 5,277 | 5,037 | 15,959 | 11,451 | |||||||||||
| Mortgage banking activities | 522 | 491 | 1,302 | 1,318 | |||||||||||
| Investment securities gains | 50 | 271 | 71 | 254 | |||||||||||
| Other income | 2,100 | 1,943 | 6,200 | 3,592 | |||||||||||
| Total noninterest income | 13,382 | 12,386 | 37,921 | 26,188 | |||||||||||
| Noninterest expenses | |||||||||||||||
| Salaries and employee benefits | 21,439 | 27,190 | 63,191 | 54,137 | |||||||||||
| Occupancy, furniture and equipment | 4,075 | 4,333 | 12,961 | 9,677 | |||||||||||
| Data processing | 1,116 | 2,046 | 3,005 | 4,548 | |||||||||||
| Advertising and bank promotions | 154 | 537 | 1,730 | 1,709 | |||||||||||
| FDIC insurance | 652 | 862 | 2,150 | 1,722 | |||||||||||
| Professional services | 1,703 | 1,119 | 5,545 | 2,551 | |||||||||||
| Taxes other than income | 828 | 503 | 2,065 | 1,046 | |||||||||||
| Intangible asset amortization | 2,410 | 2,464 | 7,417 | 2,904 | |||||||||||
| Merger-related expenses | — | 16,977 | 2,617 | 18,784 | |||||||||||
| Restructuring expenses | — | 257 | 91 | 257 | |||||||||||
| Other operating expenses | 3,920 | 4,011 | 11,315 | 8,072 | |||||||||||
| Total noninterest expenses | 36,297 | 60,299 | 112,087 | 105,407 | |||||||||||
| Income (loss) before income tax expense (benefit) | 27,677 | (9,897 | ) | 75,144 | 10,671 | ||||||||||
| Income tax expense (benefit) | 5,812 | (1,994 | ) | 15,780 | 2,305 | ||||||||||
| Net income (loss) | $ | 21,865 | $ | (7,903 | ) | $ | 59,364 | $ | 8,366 | ||||||
| Share information: | |||||||||||||||
| Basic earnings (loss) per share | $ | 1.14 | $ | (0.41 | ) | $ | 3.09 | $ | 0.63 | ||||||
| Diluted earnings (loss) per share | $ | 1.13 | $ | (0.41 | ) | $ | 3.07 | $ | 0.62 | ||||||
| Dividends paid per share | $ | 0.27 | $ | 0.23 | $ | 0.79 | $ | 0.63 | |||||||
| Weighted average shares – basic | 19,224 | 19,088 | 19,185 | 13,298 | |||||||||||
| Weighted average shares – diluted | 19,364 | 19,226 | 19,345 | 13,441 | |||||||||||
| ANALYSIS OF NET INTEREST INCOME | |||||||||||||||||||||||||||||||||||||||||||||||||
| Average Balances and Interest Rates, Taxable-Equivalent Basis (Unaudited) | |||||||||||||||||||||||||||||||||||||||||||||||||
| Three Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||
| 9/30/2025 | 6/30/2025 | 3/31/2025 | 12/31/2024 | 9/30/2024 | |||||||||||||||||||||||||||||||||||||||||||||
| 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 | |||||||||||||||||||||||||||||||||||
| (In thousands) | Balance | Interest | Rate | Balance | Interest | Rate | Balance | Interest | Rate | Balance | Interest | Rate | Balance | Interest | Rate | ||||||||||||||||||||||||||||||||||
| Assets | |||||||||||||||||||||||||||||||||||||||||||||||||
| Federal funds sold & interest-bearing bank balances | $ | 101,728 | $ | 1,123 | 4.38 | % | $ | 136,106 | $ | 1,513 | 4.46 | % | $ | 203,347 | $ | 2,268 | 4.52 | % | $ | 199,236 | $ | 2,492 | 4.96 | % | $ | 184,465 | $ | 2,452 | 5.29 | % | |||||||||||||||||||
| Investment securities(1)(2) | 906,399 | 10,593 | 4.67 | 904,119 | 10,626 | 4.70 | 865,126 | 10,052 | 4.65 | 849,389 | 9,887 | 4.66 | 849,700 | 10,123 | 4.77 | ||||||||||||||||||||||||||||||||||
| Loans(1)(3)(4)(5) | 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 | 3,989,259 | 70,849 | 7.07 | ||||||||||||||||||||||||||||||||||
| Total interest-earning assets | 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 | 5,023,424 | 83,424 | 6.61 | ||||||||||||||||||||||||||||||||||
| Other assets | 433,659 | 439,569 | 447,530 | 454,271 | 491,719 | ||||||||||||||||||||||||||||||||||||||||||||
| Total assets | $ | 5,420,830 | $ | 5,374,772 | $ | 5,425,697 | $ | 5,464,165 | $ | 5,515,143 | |||||||||||||||||||||||||||||||||||||||
| Liabilities and Shareholders’ Equity | |||||||||||||||||||||||||||||||||||||||||||||||||
| Interest-bearing demand deposits | $ | 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 | $ | 2,554,743 | 16,165 | 2.52 | |||||||||||||||||||||||||||||
| Savings deposits | 264,761 | 164 | 0.25 | 269,309 | 165 | 0.25 | 273,313 | 165 | 0.25 | 272,718 | 166 | 0.24 | 283,337 | 148 | 0.21 | ||||||||||||||||||||||||||||||||||
| Time deposits | 897,416 | 8,330 | 3.68 | 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 | ||||||||||||||||||||||||||||||||||
| Total interest-bearing deposits | 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 | 3,852,708 | 28,603 | 2.95 | ||||||||||||||||||||||||||||||||||
| Securities sold under agreements to repurchase and federal funds purchased | 27,772 | 107 | 1.53 | 25,917 | 106 | 1.64 | 26,163 | 84 | 1.30 | 21,572 | 67 | 1.23 | 23,075 | 96 | 1.66 | ||||||||||||||||||||||||||||||||||
| FHLB advances and other borrowings | 168,939 | 1,791 | 4.21 | 104,068 | 1,030 | 3.97 | 112,859 | 1,118 | 4.02 | 115,373 | 1,165 | 4.01 | 115,388 | 1,154 | 3.98 | ||||||||||||||||||||||||||||||||||
| Subordinated notes and trust preferred debt | 68,749 | 1,597 | 9.21 | 68,910 | 1,330 | 7.74 | 68,739 | 1,296 | 7.65 | 68,571 | 1,360 | 7.88 | 68,399 | 1,437 | 8.36 | ||||||||||||||||||||||||||||||||||
| Total interest-bearing liabilities | 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 | 4,059,570 | 31,290 | 3.07 | ||||||||||||||||||||||||||||||||||
| Noninterest-bearing demand deposits | 902,128 | 904,031 | 887,726 | 849,999 | 807,886 | ||||||||||||||||||||||||||||||||||||||||||||
| Other liabilities | 89,086 | 89,058 | 89,077 | 97,685 | 110,017 | ||||||||||||||||||||||||||||||||||||||||||||
| Total liabilities | 4,868,885 | 4,839,088 | 4,902,008 | 4,947,766 | 4,977,473 | ||||||||||||||||||||||||||||||||||||||||||||
| Shareholders’ equity | 551,945 | 535,684 | 523,689 | 516,399 | 537,670 | ||||||||||||||||||||||||||||||||||||||||||||
| Total | $ | 5,420,830 | $ | 5,374,772 | $ | 5,425,697 | $ | 5,464,165 | $ | 5,515,143 | |||||||||||||||||||||||||||||||||||||||
| Taxable-equivalent net interest income / net interest spread | 51,557 | 3.52 | % | 50,064 | 3.49 | % | 49,203 | 3.41 | % | 51,010 | 3.46 | % | 52,134 | 3.55 | % | ||||||||||||||||||||||||||||||||||
| Taxable-equivalent net interest margin | 4.11 | % | 4.07 | % | 4.00 | % | 4.05 | % | 4.14 | % | |||||||||||||||||||||||||||||||||||||||
| Taxable-equivalent adjustment | (569 | ) | (552 | ) | (442 | ) | (437 | ) | (437 | ) | |||||||||||||||||||||||||||||||||||||||
| Net interest income | $ | 50,988 | $ | 49,512 | $ | 48,761 | $ | 50,573 | $ | 51,697 | |||||||||||||||||||||||||||||||||||||||
| Ratio of average interest-earning assets to average interest-bearing liabilities | 129 | % | 128 | % | 127 | % | 125 | % | 124 | % | |||||||||||||||||||||||||||||||||||||||
| 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 $5.3 million, $4.9 million, $6.6 million, $7.6 million, and $7.3 million for the three months ended September 30, 2025, June 30, 2025, March 31, 2025, December 31, 2024 and September 30, 2024, respectively. | |||||||||||||||||||||||||||||||||||||||||||||||||
| ANALYSIS OF NET INTEREST INCOME | |||||||||||||||||||
| Average Balances and Interest Rates, Taxable-Equivalent Basis (Unaudited) | |||||||||||||||||||
| (continued) | |||||||||||||||||||
| Nine Months Ended | |||||||||||||||||||
| September 30, 2025 | September 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 | $ | 146,688 | $ | 4,904 | 4.47 | % | $ | 134,136 | $ | 5,272 | 5.25 | % | |||||||
| Investment securities (1)(2) | 892,033 | 31,379 | 4.69 | 636,781 | 21,931 | 4.60 | |||||||||||||
| Loans (1)(3)(4)(5)(6) | 3,928,159 | 192,858 | 6.56 | 2,878,171 | 142,921 | 6.63 | |||||||||||||
| Total interest-earning assets | 4,966,880 | 229,141 | 6.17 | 3,649,088 | 170,124 | 6.23 | |||||||||||||
| Other assets | 440,153 | 298,334 | |||||||||||||||||
| Total assets | $ | 5,407,033 | $ | 3,947,422 | |||||||||||||||
| Liabilities and Shareholders’ Equity | |||||||||||||||||||
| Interest-bearing demand deposits | $ | 2,462,336 | 42,181 | 2.29 | $ | 1,927,337 | 35,475 | 2.46 | |||||||||||
| Savings deposits | 268,966 | 494 | 0.25 | 206,552 | 432 | 0.28 | |||||||||||||
| Time deposits | 927,232 | 27,079 | 3.90 | 642,959 | 21,477 | 4.46 | |||||||||||||
| Total interest-bearing deposits | 3,658,534 | 69,754 | 2.55 | 2,776,848 | 57,384 | 2.76 | |||||||||||||
| Securities sold under agreements to repurchase and federal funds purchased | 26,623 | 297 | 1.49 | 16,191 | 148 | 1.22 | |||||||||||||
| FHLB advances and other borrowings | 128,827 | 3,939 | 4.09 | 122,604 | 3,780 | 4.12 | |||||||||||||
| Subordinated notes and trust preferred debt | 68,799 | 4,223 | 8.21 | 44,294 | 2,925 | 8.82 | |||||||||||||
| Total interest-bearing liabilities | 3,882,783 | 78,213 | 2.69 | 2,959,937 | 64,237 | 2.90 | |||||||||||||
| Noninterest-bearing demand deposits | 898,015 | 550,407 | |||||||||||||||||
| Other liabilities | 89,025 | 76,846 | |||||||||||||||||
| Total liabilities | 4,869,823 | 3,587,190 | |||||||||||||||||
| Shareholders’ equity | 537,210 | 360,232 | |||||||||||||||||
| Total liabilities and shareholders’ equity | $ | 5,407,033 | $ | 3,947,422 | |||||||||||||||
| Taxable-equivalent net interest income / net interest spread | 150,928 | 3.47 | % | 105,887 | 3.33 | % | |||||||||||||
| Taxable-equivalent net interest margin | 4.06 | % | 3.88 | % | |||||||||||||||
| Taxable-equivalent adjustment | (1,667 | ) | (1,206 | ) | |||||||||||||||
| Net interest income | $ | 149,261 | $ | 104,681 | |||||||||||||||
| 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 nine months ended September 30, 2024. | ||||||||
| (6) Interest income on loans includes accretion on purchase accounting marks of $16.7 million and $7.6 million for the nine months ended September 30, 2025 and 2024, respectively. | ||||||||
| ORRSTOWN FINANCIAL SERVICES, INC. | |||||||||||||||||||
| HISTORICAL TRENDS IN QUARTERLY FINANCIAL DATA (Unaudited) | |||||||||||||||||||
| (In thousands) | September 30, 2025 | June 30, 2025 | March 31, 2025 | December 31, 2024 | September 30, 2024 | ||||||||||||||
| Profitability for the quarter: | |||||||||||||||||||
| Net interest income | $ | 50,988 | $ | 49,512 | $ | 48,761 | $ | 50,573 | $ | 51,697 | |||||||||
| Provision for (Recovery of) credit losses | 396 | 109 | (554 | ) | 1,755 | 13,681 | |||||||||||||
| Noninterest income | 13,382 | 12,915 | 11,624 | 11,247 | 12,386 | ||||||||||||||
| Noninterest expenses | 36,297 | 37,614 | 38,176 | 42,930 | 60,299 | ||||||||||||||
| Income (loss) before income taxes | 27,677 | 24,704 | 22,763 | 17,135 | (9,897 | ) | |||||||||||||
| Income tax expense (benefit) | 5,812 | 5,256 | 4,712 | 3,451 | (1,994 | ) | |||||||||||||
| Net income (loss) | $ | 21,865 | $ | 19,448 | $ | 18,051 | $ | 13,684 | $ | (7,903 | ) | ||||||||
| Financial ratios: | |||||||||||||||||||
| Return on average assets (1) | 1.60 | % | 1.45 | % | 1.35 | % | 1.00 | % | (0.57)% | ||||||||||
| Return on average assets, adjusted (1)(2)(3) | n/a | 1.51 | % | 1.45 | % | 1.22 | % | 1.55 | % | ||||||||||
| Return on average equity (1) | 15.72 | % | 14.56 | % | 13.98 | % | 10.54 | % | (5.85)% | ||||||||||
| Return on average equity, adjusted (1)(2)(3) | n/a | 15.12 | % | 14.97 | % | 12.86 | % | 15.85 | % | ||||||||||
| Net interest margin (1) | 4.11 | % | 4.07 | % | 4.00 | % | 4.05 | % | 4.14 | % | |||||||||
| Efficiency ratio | 56.4 | % | 60.3 | % | 63.2 | % | 69.4 | % | 94.1 | % | |||||||||
| Efficiency ratio, adjusted (2)(3) | n/a | 58.7 | % | 60.5 | % | 62.3 | % | 60.2 | % | ||||||||||
| Per share information: | |||||||||||||||||||
| Income (loss) per common share: | |||||||||||||||||||
| Basic | $ | 1.14 | $ | 1.01 | $ | 0.94 | $ | 0.72 | $ | (0.41 | ) | ||||||||
| Basic, adjusted (2)(3) | n/a | 1.05 | 1.01 | 0.87 | 1.12 | ||||||||||||||
| Diluted | 1.13 | 1.01 | 0.93 | 0.71 | (0.41 | ) | |||||||||||||
| Diluted, adjusted (2)(3) | n/a | 1.04 | 1.00 | 0.87 | 1.11 | ||||||||||||||
| Book value | 29.33 | 28.07 | 27.32 | 26.65 | 26.65 | ||||||||||||||
| Tangible book value(3) | 24.12 | 22.77 | 21.99 | 21.19 | 21.12 | ||||||||||||||
| Average tangible common equity(3) | 19.70 | 18.43 | 17.91 | 13.62 | (6.49 | ) | |||||||||||||
| Cash dividends paid | 0.27 | 0.26 | 0.26 | 0.23 | 0.23 | ||||||||||||||
| Average basic shares | 19,224 | 19,173 | 19,157 | 19,118 | 19,088 | ||||||||||||||
| Average diluted shares | 19,364 | 19,342 | 19,328 | 19,300 | 19,226 | ||||||||||||||
| (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) | September 30, 2025 | June 30, 2025 | March 31, 2025 | December 31, 2024 | September 30, 2024 | ||||||||||
| Noninterest income: | |||||||||||||||
| Service charges | $ | 2,997 | $ | 2,630 | $ | 2,395 | $ | 2,050 | $ | 2,360 | |||||
| Interchange income | 1,620 | 1,441 | 1,427 | 1,608 | 1,779 | ||||||||||
| Swap fee income | 816 | 669 | 394 | 597 | 505 | ||||||||||
| Wealth management income | 5,277 | 5,267 | 5,415 | 4,902 | 5,037 | ||||||||||
| Mortgage banking activities | 522 | 478 | 302 | 517 | 491 | ||||||||||
| Other income | 2,100 | 2,422 | 1,678 | 1,578 | 1,943 | ||||||||||
| Investment securities gains (losses) | 50 | 8 | 13 | (5 | ) | 271 | |||||||||
| Total noninterest income | $ | 13,382 | $ | 12,915 | $ | 11,624 | $ | 11,247 | $ | 12,386 | |||||
| Noninterest expenses: | |||||||||||||||
| Salaries and employee benefits | $ | 21,439 | $ | 21,364 | $ | 20,388 | $ | 22,444 | $ | 27,190 | |||||
| Occupancy, furniture and equipment | 4,075 | 4,211 | 4,675 | 4,893 | 4,333 | ||||||||||
| Data processing | 1,116 | 965 | 924 | 1,540 | 2,046 | ||||||||||
| Advertising and bank promotions | 154 | 1,077 | 499 | 878 | 537 | ||||||||||
| FDIC insurance | 652 | 674 | 824 | 955 | 862 | ||||||||||
| Professional services | 1,703 | 2,016 | 1,826 | 1,591 | 1,119 | ||||||||||
| Taxes other than income | 828 | 295 | 942 | (312 | ) | 503 | |||||||||
| Intangible asset amortization | 2,410 | 2,472 | 2,535 | 2,838 | 2,464 | ||||||||||
| Provision for legal settlement | — | — | — | 478 | — | ||||||||||
| Merger-related expenses | — | 968 | 1,649 | 3,887 | 16,977 | ||||||||||
| Restructuring expenses | — | — | 91 | 39 | 257 | ||||||||||
| Other operating expenses | 3,920 | 3,572 | 3,823 | 3,699 | 4,011 | ||||||||||
| Total noninterest expenses | $ | 36,297 | $ | 37,614 | $ | 38,176 | $ | 42,930 | $ | 60,299 | |||||
| HISTORICAL TRENDS IN QUARTERLY FINANCIAL DATA (Unaudited) | |||||||||||||||||||
| (continued) | |||||||||||||||||||
| (In thousands) | September 30, 2025 | June 30, 2025 | March 31, 2025 | December 31, 2024 | September 30, 2024 | ||||||||||||||
| Balance Sheet at quarter end: | |||||||||||||||||||
| Cash and cash equivalents | $ | 184,146 | $ | 149,377 | $ | 287,120 | $ | 248,874 | $ | 236,780 | |||||||||
| Restricted investments in bank stocks | 24,111 | 21,204 | 19,693 | 20,232 | 20,247 | ||||||||||||||
| Securities available for sale | 890,357 | 885,373 | 855,456 | 829,711 | 826,828 | ||||||||||||||
| Loans held for sale, at fair value | 6,026 | 5,206 | 5,261 | 6,614 | 3,561 | ||||||||||||||
| Loans: | |||||||||||||||||||
| Commercial real estate: | |||||||||||||||||||
| Owner occupied | 629,481 | 622,315 | 617,854 | 633,567 | 622,726 | ||||||||||||||
| Non-owner occupied | 1,254,959 | 1,203,038 | 1,157,383 | 1,160,238 | 1,164,501 | ||||||||||||||
| Multi-family | 234,782 | 239,388 | 257,724 | 274,135 | 276,296 | ||||||||||||||
| Non-owner occupied residential | 163,138 | 165,479 | 168,354 | 179,512 | 190,786 | ||||||||||||||
| Agricultural | 118,596 | 124,291 | 134,916 | 125,156 | 129,486 | ||||||||||||||
| Commercial and industrial | 479,929 | 487,063 | 455,494 | 451,384 | 471,983 | ||||||||||||||
| Acquisition and development: | |||||||||||||||||||
| 1-4 family residential construction | 41,141 | 38,490 | 40,621 | 47,432 | 56,383 | ||||||||||||||
| Commercial and land development | 195,158 | 198,889 | 227,434 | 241,424 | 262,317 | ||||||||||||||
| Municipal | 28,664 | 28,693 | 30,780 | 30,044 | 27,960 | ||||||||||||||
| Total commercial loans | 3,145,848 | 3,107,646 | 3,090,560 | 3,142,892 | 3,202,438 | ||||||||||||||
| Residential mortgage: | |||||||||||||||||||
| First lien | 476,006 | 469,569 | 464,642 | 460,297 | 451,195 | ||||||||||||||
| Home equity – term | 5,800 | 5,784 | 9,224 | 5,988 | 6,508 | ||||||||||||||
| Home equity – lines of credit | 311,458 | 305,968 | 295,820 | 303,561 | 303,165 | ||||||||||||||
| Other – term(1) | 23,737 | 25,384 | — | — | — | ||||||||||||||
| Installment and other loans | 16,887 | 17,028 | 15,739 | 18,476 | 18,131 | ||||||||||||||
| Total loans | 3,979,736 | 3,931,379 | 3,875,985 | 3,931,214 | 3,981,437 | ||||||||||||||
| Allowance for credit losses | (48,105 | ) | (47,898 | ) | (47,804 | ) | (48,689 | ) | (49,630 | ) | |||||||||
| Net loans held for investment | 3,931,631 | 3,883,481 | 3,828,181 | 3,882,525 | 3,931,807 | ||||||||||||||
| Goodwill | 69,751 | 69,751 | 68,106 | 68,106 | 70,655 | ||||||||||||||
| Other intangible assets, net | 40,338 | 42,748 | 45,230 | 47,765 | 46,144 | ||||||||||||||
| Total assets | 5,470,233 | 5,387,645 | 5,441,586 | 5,441,589 | 5,470,589 | ||||||||||||||
| Total deposits | 4,533,560 | 4,516,625 | 4,633,716 | 4,623,096 | 4,650,853 | ||||||||||||||
| FHLB advances and other borrowings and Securities sold under agreements to repurchase | 241,719 | 166,381 | 123,480 | 141,227 | 137,310 | ||||||||||||||
| Subordinated notes and trust preferred debt | 36,970 | 69,021 | 68,850 | 68,680 | 68,510 | ||||||||||||||
| Total shareholders’ equity | 571,936 | 548,448 | 532,936 | 516,682 | 516,206 | ||||||||||||||
| (1) Other – term includes property assessed clean energy (“PACE”) loans. | |||||||||||||||||||
| HISTORICAL TRENDS IN QUARTERLY FINANCIAL DATA (Unaudited) | |||||||||||||||||||
| (continued) | |||||||||||||||||||
| September 30, 2025 | June 30, 2025 | March 31, 2025 | December 31, 2024 | September 30, 2024 | |||||||||||||||
| Capital and credit quality measures(1): | |||||||||||||||||||
| Total risk-based capital: | |||||||||||||||||||
| Orrstown Financial Services, Inc. | 13.1 | % | 13.3 | % | 13.1 | % | 12.4 | % | 12.4 | % | |||||||||
| Orrstown Bank | 12.9 | % | 13.3 | % | 13.0 | % | 12.4 | % | 12.2 | % | |||||||||
| Tier 1 risk-based capital: | |||||||||||||||||||
| Orrstown Financial Services, Inc. | 11.3 | % | 11.1 | % | 10.8 | % | 10.2 | % | 10.0 | % | |||||||||
| Orrstown Bank | 11.8 | % | 12.1 | % | 11.9 | % | 11.2 | % | 11.0 | % | |||||||||
| Tier 1 common equity risk-based capital: | |||||||||||||||||||
| Orrstown Financial Services, Inc. | 11.1 | % | 10.9 | % | 10.6 | % | 10.0 | % | 9.8 | % | |||||||||
| Orrstown Bank | 11.8 | % | 12.1 | % | 11.9 | % | 11.2 | % | 11.0 | % | |||||||||
| Tier 1 leverage capital: | |||||||||||||||||||
| Orrstown Financial Services, Inc. | 9.3 | % | 9.0 | % | 8.6 | % | 8.3 | % | 8.0 | % | |||||||||
| Orrstown Bank | 9.6 | % | 9.8 | % | 9.5 | % | 9.1 | % | 8.8 | % | |||||||||
| Average equity to average assets | 10.18 | % | 9.97 | % | 9.65 | % | 9.45 | % | 9.75 | % | |||||||||
| Allowance for credit losses to total loans | 1.21 | % | 1.22 | % | 1.23 | % | 1.24 | % | 1.25 | % | |||||||||
| Total nonaccrual loans to total loans | 0.66 | % | 0.57 | % | 0.59 | % | 0.61 | % | 0.68 | % | |||||||||
| Nonperforming assets to total assets | 0.48 | % | 0.42 | % | 0.42 | % | 0.45 | % | 0.49 | % | |||||||||
| Allowance for credit losses to nonaccrual loans | 184 | % | 214 | % | 210 | % | 202 | % | 184 | % | |||||||||
| Other information: | |||||||||||||||||||
| Net charge-offs | $ | 189 | $ | 115 | $ | 331 | $ | 3,002 | $ | 269 | |||||||||
| Classified loans | 64,089 | 65,754 | 76,211 | 88,628 | 105,465 | ||||||||||||||
| Nonperforming and other risk assets: | |||||||||||||||||||
| Nonaccrual loans | 26,191 | 22,423 | 22,727 | 24,111 | 26,927 | ||||||||||||||
| Other real estate owned | — | — | 138 | 138 | 138 | ||||||||||||||
| Total nonperforming assets | 26,191 | 22,423 | 22,865 | 24,249 | 27,065 | ||||||||||||||
| Financial difficulty modifications still accruing | 1,245 | 5,759 | 5,127 | 4,897 | 9,497 | ||||||||||||||
| Loans past due 90 days or more and still accruing | 497 | 1,312 | 400 | 641 | 337 | ||||||||||||||
| Total nonperforming and other risk assets | $ | 27,933 | $ | 29,494 | $ | 28,392 | $ | 29,787 | $ | 36,899 | |||||||||
| (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 $110.1 million and $115.9 million at September 30, 2025 and December 31, 2024, respectively. In addition, during the three months ended September 30, 2025, June 30, 2025, March, 31, 2025, December 31, 2024 and September 30, 2024, the Company incurred zero, $1.0 million, $1.6 million, $3.9 million, and $17.0 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 | September 30, 2025 | June 30, 2025 | March 31, 2025 | December 31, 2024 | September 30, 2024 | |||||||||||||||
| Shareholders’ equity (most directly comparable GAAP-based measure) | $ | 571,936 | $ | 548,448 | $ | 532,936 | $ | 516,682 | $ | 516,206 | ||||||||||
| Less: Goodwill | 69,751 | 69,751 | 68,106 | 68,106 | 70,655 | |||||||||||||||
| Other intangible assets | 40,338 | 42,748 | 45,230 | 47,765 | 46,144 | |||||||||||||||
| Related tax effect | (8,471 | ) | (8,977 | ) | (9,498 | ) | (10,031 | ) | (9,690 | ) | ||||||||||
| Tangible common equity (non-GAAP) | $ | 470,318 | $ | 444,926 | $ | 429,098 | $ | 410,842 | $ | 409,097 | ||||||||||
| Common shares outstanding | 19,501 | 19,536 | 19,510 | 19,390 | 19,373 | |||||||||||||||
| Book value per share (most directly comparable GAAP-based measure) | $ | 29.33 | $ | 28.07 | $ | 27.32 | $ | 26.65 | $ | 26.65 | ||||||||||
| Intangible assets per share | 5.21 | 5.30 | 5.33 | 5.46 | 5.53 | |||||||||||||||
| Tangible book value per share (non-GAAP) | $ | 24.12 | $ | 22.77 | $ | 21.99 | $ | 21.19 | $ | 21.12 | ||||||||||
| Return on Average Common Equity | September 30, 2025 | June 30, 2025 | March 31, 2025 | December 31, 2024 | September 30, 2024 | ||||||||||||||
| Average shareholders’ equity | $ | 551,945 | $ | 535,684 | $ | 523,689 | $ | 516,399 | $ | 537,670 | |||||||||
| Less: Average goodwill | 69,751 | 68,126 | 68,106 | 71,477 | 36,034 | ||||||||||||||
| Less: Average other intangible assets, gross | 41,809 | 44,304 | 46,864 | 45,319 | 17,393 | ||||||||||||||
| Average tangible equity | $ | 440,385 | $ | 423,254 | $ | 408,719 | $ | 399,603 | $ | 484,243 | |||||||||
| Return on average tangible equity | 19.70 | % | 18.43 | % | 17.91 | % | 13.62 | % | (6.49)% | ||||||||||
| (In thousands) | Three Months Ended | Nine Months Ended | ||||||||||||||||||||||||||
| Adjusted Ratios for Non-recurring Charges | September 30, 2025 | June 30, 2025 | March 31, 2025 | December 31, 2024 | September 30, 2024 | September 30, 2025 | September 30, 2024 | |||||||||||||||||||||
| Net income (loss) (A) – most directly comparable GAAP-based measure | $ | 21,865 | $ | 19,448 | $ | 18,051 | $ | 13,684 | $ | (7,903 | ) | $ | 59,364 | $ | 8,366 | |||||||||||||
| Plus: Merger-related expenses (B) | — | 968 | 1,649 | 3,887 | 16,977 | 2,617 | 18,784 | |||||||||||||||||||||
| Plus: Executive retirement expenses (B) | — | — | — | 35 | 4,758 | — | 4,758 | |||||||||||||||||||||
| Plus: Provision for credit losses on non-PCD loans (B) | — | — | — | — | 15,504 | — | 15,504 | |||||||||||||||||||||
| Plus: Provision for legal settlement (B) | — | — | — | 478 | — | — | — | |||||||||||||||||||||
| Less: Related tax effect (C) | — | (221 | ) | (368 | ) | (1,386 | ) | (7,915 | ) | (589 | ) | (8,056 | ) | |||||||||||||||
| Adjusted net income (D=A+B-C) – Non-GAAP | $ | 21,865 | $ | 20,195 | $ | 19,332 | $ | 16,698 | $ | 21,421 | $ | 61,392 | $ | 39,356 | ||||||||||||||
| Average assets (E) | $ | 5,420,830 | $ | 5,374,772 | $ | 5,425,697 | $ | 5,464,165 | $ | 5,515,143 | $ | 5,407,033 | $ | 3,947,422 | ||||||||||||||
| Return on average assets (= A / E) – most directly comparable GAAP-based measure (1) | 1.60 | % | 1.45 | % | 1.35 | % | 1.00 | % | (0.57)% | 1.47 | % | 0.28 | % | |||||||||||||||
| Return on average assets, adjusted (= D / E) – Non-GAAP (1) | 1.60 | % | 1.51 | % | 1.45 | % | 1.22 | % | 1.55 | % | 1.52 | % | 1.33 | % | ||||||||||||||
| Average equity (F) | $ | 551,945 | $ | 535,684 | $ | 523,689 | $ | 516,399 | $ | 537,670 | $ | 537,210 | $ | 360,232 | ||||||||||||||
| Return on average equity (= A / F) – most directly comparable GAAP-based measure (1) | 15.72 | % | 14.56 | % | 13.98 | % | 10.54 | % | (5.85)% | 14.77 | % | 3.10 | % | |||||||||||||||
| Return on average equity, adjusted (= D / F) – Non-GAAP (1) | 15.72 | % | 15.12 | % | 14.97 | % | 12.86 | % | 15.85 | % | 15.28 | % | 14.59 | % | ||||||||||||||
| Weighted average shares – basic (G) – most directly comparable GAAP-based measure | 19,224 | 19,173 | 19,157 | 19,118 | 19,088 | 19,185 | 13,298 | |||||||||||||||||||||
| Basic earnings (loss) per share (= A / G) – most directly comparable GAAP-based measure | $ | 1.14 | $ | 1.01 | $ | 0.94 | $ | 0.72 | $ | (0.41 | ) | $ | 3.09 | $ | 0.63 | |||||||||||||
| Basic earnings per share, adjusted (= D / G) – Non-GAAP | $ | 1.14 | $ | 1.05 | $ | 1.01 | $ | 0.87 | $ | 1.12 | $ | 3.20 | $ | 2.96 | ||||||||||||||
| Weighted average shares – diluted (H) – most directly comparable GAAP-based measure | 19,364 | 19,342 | 19,328 | 19,300 | 19,226 | 19,345 | 13,441 | |||||||||||||||||||||
| Diluted earnings (loss) per share (= A / H) – most directly comparable GAAP-based measure | $ | 1.13 | $ | 1.01 | $ | 0.93 | $ | 0.71 | $ | (0.41 | ) | $ | 3.07 | $ | 0.62 | |||||||||||||
| Diluted earnings per share, adjusted (= D / H) – Non-GAAP | $ | 1.13 | $ | 1.04 | $ | 1.00 | $ | 0.87 | $ | 1.11 | $ | 3.17 | $ | 2.93 | ||||||||||||||
| continued | ||||||||||||||||||||||||||||
| (1) Annualized | ||||||||||||||||||||||||||||
| Three Months Ended | Nine Months Ended | |||||||||||||||||||||||||||
| September 30, 2025 | June 30, 2025 | March 31, 2025 | December 31, 2024 | September 30, 2024 | September 30, 2025 | September 30, 2024 | ||||||||||||||||||||||
| Noninterest expense (I) – most directly comparable GAAP-based measure | $ | 36,297 | $ | 37,614 | $ | 38,176 | $ | 42,930 | $ | 60,299 | $ | 112,087 | $ | 105,407 | ||||||||||||||
| Less: Merger-related expenses (B) | — | (968 | ) | (1,649 | ) | (3,887 | ) | (16,977 | ) | (2,617 | ) | (18,784 | ) | |||||||||||||||
| Less: Executive retirement expenses (B) | — | — | — | (35 | ) | (4,758 | ) | — | (4,758 | ) | ||||||||||||||||||
| Less: Provision for legal settlement (B) | — | — | — | (478 | ) | — | — | — | ||||||||||||||||||||
| Adjusted noninterest expense (J = I – B) – Non-GAAP | $ | 36,297 | $ | 36,646 | $ | 36,527 | $ | 38,531 | $ | 38,564 | $ | 109,470 | $ | 81,865 | ||||||||||||||
| Net interest income (K) | $ | 50,988 | $ | 49,512 | $ | 48,761 | $ | 50,573 | $ | 51,697 | $ | 149,261 | $ | 104,681 | ||||||||||||||
| Noninterest income (L) | 13,382 | 12,915 | 11,624 | 11,247 | 12,386 | 37,921 | 26,188 | |||||||||||||||||||||
| Total operating income (M = K + L) | $ | 64,370 | $ | 62,427 | $ | 60,385 | $ | 61,820 | $ | 64,083 | $ | 187,182 | $ | 130,869 | ||||||||||||||
| Efficiency ratio (= I / M) – most directly comparable GAAP-based measure | 56.4 | % | 60.3 | % | 63.2 | % | 69.4 | % | 94.1 | % | 59.9 | % | 80.5 | % | ||||||||||||||
| Efficiency ratio, adjusted (= J / M) – Non-GAAP | 56.4 | % | 58.7 | % | 60.5 | % | 62.3 | % | 60.2 | % | 58.5 | % | 62.6 | % | ||||||||||||||
| (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 September 30, 2025:
(In thousands)
| Sector | Portfolio Mix | Amortized Book | Fair Value | Credit Enhancement | AAA | AA | A | BBB | BB | NR | Collateral / Guarantee Type | ||||||||||||||||||||
| Unsecured ABS | — | % | $ | 2,700 | $ | 2,580 | 28 | % | — | % | — | % | — | % | — | % | — | % | 100 | % | Unsecured Consumer Debt | ||||||||||
| Student Loan ABS | — | 3,329 | 3,323 | 28 | — | — | — | — | — | 100 | Seasoned Student Loans | ||||||||||||||||||||
| Federal Family Education Loan ABS | 8 | 73,927 | 73,552 | 11 | — | 47 | 33 | 7 | 13 | — | Federal Family Education Loan (1) | ||||||||||||||||||||
| PACE Loan ABS | — | 1,714 | 1,574 | 7 | 100 | — | — | — | — | — | PACE Loans (2) | ||||||||||||||||||||
| Non-Agency CMBS | 3 | 23,236 | 23,366 | 25 | — | — | — | — | — | 100 | |||||||||||||||||||||
| Non-Agency RMBS | 3 | 22,169 | 21,179 | 16 | 100 | — | — | — | — | — | Reverse Mortgages (3) | ||||||||||||||||||||
| Municipal – General Obligation | 11 | 99,301 | 92,050 | 17 | 77 | 6 | — | — | — | ||||||||||||||||||||||
| Municipal – Revenue | 13 | 120,030 | 108,063 | — | 82 | 12 | — | — | 6 | ||||||||||||||||||||||
| SBA ReRemic (5) | — | 1,734 | 1,717 | — | 100 | — | — | — | — | SBA Guarantee (4) | |||||||||||||||||||||
| Small Business Administration | — | 3,930 | 4,001 | — | 100 | — | — | — | — | SBA Guarantee (4) | |||||||||||||||||||||
| Agency MBS | 20 | 177,918 | 178,485 | — | 100 | — | — | — | — | Residential Mortgages (4) | |||||||||||||||||||||
| Agency CMO | 40 | 360,574 | 359,449 | — | 100 | — | — | — | — | ||||||||||||||||||||||
| U.S. Treasury securities | 2 | 20,033 | 18,803 | — | 100 | — | — | — | — | U.S. Government Guarantee (4) | |||||||||||||||||||||
| Corporate bonds | — | 1,944 | 1,994 | — | — | 52 | 48 | — | — | ||||||||||||||||||||||
| 100 | % | $ | 912,539 | $ | 890,136 | 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 $5.5 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.
