Orrstown Financial Services, Inc. Reports First Quarter 2026 Results
- Net income of $21.8 million, or $1.12 per diluted share, for the three months ended March 31, 2026 compared to net income of $21.5 million, or $1.11 per diluted share, for the three months ended December 31, 2025;
- Return on average assets was 1.59% and return on average equity was 14.76% for the three months ended March 31, 2026, compared to 1.55% and 14.73%, respectively, for the three months ended December 31, 2025;
- Net interest margin, on a tax equivalent basis, was 3.90% in the first quarter of 2026 compared to 4.00% in the fourth quarter of 2025;
- Total loans increased by $40.6 million, or approximately 4% annualized, from December 31, 2025 to March 31, 2026;
- Deposits increased by $98.7 million from December 31, 2025 to March 31, 2026; borrowings decreased by $68.0 million from December 31, 2025 to March 31, 2026;
- Noninterest income increased by $1.2 million from $14.4 million for the three months ended December 31, 2025 to $15.6 million for the three months ended March 31, 2026;
- Noninterest expenses decreased by $0.7 million from $37.4 million for the three months ended December 31, 2025 to $36.7 million for the three months ended March 31, 2026 due primarily to decreases in salaries and benefits expense and professional services expense;
- Tangible common equity increased to 9.2% at March 31, 2026 from 9.0% at December 31, 2025; total risk-based capital improved to 13.5% at March 31, 2026 from 13.3% at December 31, 2025;
- Tangible book value per common share(1) increased to $25.76 per share at March 31, 2026 from $25.21 per share at December 31, 2025 and
- The Board of Directors declared a cash dividend of $0.30 per common share, payable May 12, 2026, to shareholders of record as of May 5, 2026.
HARRISBURG, Pa., April 21, 2026 (GLOBE NEWSWIRE) — Orrstown Financial Services, Inc. (the “Company”) (NASDAQ: ORRF), the parent company of Orrstown Bank (the “Bank”), announced earnings for the quarter ended March 31, 2026. Net income totaled $21.8 million for the three months ended March 31, 2026, compared to net income of $21.5 million and $18.1 million for the three months ended December 31, 2025 and March 31, 2025, respectively. Diluted earnings per share was $1.12 for the three months ended March 31, 2026, compared to $1.11 and $0.93 for the three months ended December 31, 2025 and March 31, 2025, respectively. For the first quarter of 2025, excluding the impact from the previously disclosed merger-related expenses, net of taxes, net income and diluted earnings per share were $19.3 million(1) and $1.00(1), respectively.
“Orrstown delivered strong results across the board in another successful quarter,” said Thomas R. Quinn, Jr., President and Chief Executive Officer. “Net income and diluted earnings per share increased quarter to quarter. Return on average assets and return on average equity continued to exceed peer multiples. Noninterest income again was a substantial component of our earnings. Noninterest expense declined as we continue to focus on creating efficiencies throughout the organization. The loan portfolio experienced growth across the whole footprint while maintaining a focus on quality. We believe that deposit growth, which accelerated during the second half of the quarter, will enable us to successfully manage our funding costs and maintain a healthy net interest margin in a competitive funding environment. Our credit metrics remain sound and our capital ratios are consistently building from earnings generation.”
Adam Metz, Senior Executive Vice President and Chief Operating Officer added “Having spent nearly a decade at Orrstown, I have seen first-hand the strength of our franchise, the power of our culture and the collective commitment the whole organization has to our clients and community. An incredibly talented team with common alignment to our core principles will continue to build upon the foundation already in place – driving growth, deepening client relationships, thoughtfully expanding fee‑based businesses, and continuing our unwavering commitment to sound risk management and long‑term shareholder value.”
(1) Non-GAAP measure. See Appendix A for additional information.
DISCUSSION OF RESULTS
Balance Sheet
Loans
Loans held for investment increased by $40.6 million and totaled $4.1 billion at March 31, 2026 compared to $4.0 billion at December 31, 2025. Commercial loans increased by $31.5 million, or approximately 4% annualized, and residential mortgages increased by $10.1 million, or approximately 5% annualized, from December 31, 2025 to March 31, 2026. Loan growth was reduced by the impact of loan payoffs.
Investment Securities
Investment securities, all of which are classified as available-for-sale, decreased by $5.7 million to $947.0 million at March 31, 2026 from $952.7 million at December 31, 2025. During the three months ended March 31, 2026, paydowns totaled $23.4 million and net unrealized losses increased by $6.8 million due to higher market interest rates and widening of spreads at the end of the first quarter of 2026. The Bank purchased $23.1 million of investment securities, consisting of $15.1 million of agency mortgage backed securities and collateralized mortgage obligations, $6.9 million of non-agency collateralized mortgage obligations and $1.1 million of securities issued by state and political subdivisions during the first quarter of 2026. The remaining change in investment securities is due to net accretion recorded on the investment securities during the first quarter of 2026. The overall duration of the Company’s investment securities portfolio was 4.7 years at March 31, 2026 compared to 4.6 years at December 31, 2025. See Appendix B for a summary of the Bank’s investment securities at March 31, 2026, highlighting their concentrations, credit ratings and credit enhancement levels.
Deposits
During the first quarter of 2026, deposits increased by $98.7 million and totaled $4.6 billion at March 31, 2026 compared to $4.5 billion at December 31, 2025. Interest-bearing demand deposits, non-interest demand deposits, time deposits and money market deposits increased by $73.2 million, $11.7 million, $8.8 million and $7.6 million, respectively, from December 31, 2025 to March 31, 2026. Savings deposits decreased by $2.6 million from December 31, 2025 to March 31, 2026. Efforts to drive deposit generation were successful in the first quarter of 2026. The Bank’s loan-to-deposit ratio was 88% at March 31, 2026 compared to 89% at December 31, 2025.
Borrowings
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 $206.7 million at March 31, 2026 compared to $274.7 million at December 31, 2025. The decrease of $68.0 million was due to repayments during the first quarter of 2026 as the Bank utilized available liquidity from deposits to fund its operations. The Bank seeks to maintain sufficient liquidity to ensure that 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 $1.8 billion at March 31, 2026 compared to $1.7 billion at December 31, 2025.
Income Statement
Net Interest Income and Margin
Net interest income was $49.0 million for the three months ended March 31, 2026 compared to $50.5 million for the three months ended December 31, 2025. A significant portion of this decrease was due to two less days in the first quarter of 2026 compared to the fourth quarter of 2025. The net interest margin, on a tax equivalent basis, decreased to 3.90% in the first quarter of 2026 from 4.00% in the fourth quarter of 2025. This decrease is primarily the result of a decrease of 13 basis points in the yield on loans and a decrease of seven basis points in the yield on securities from the three months ended December 31, 2025 to the three months ended March 31, 2026. These decreases in the yield on interest-earning assets were partially offset by a decrease of two basis points in the cost of funds between the same periods. Net interest income reflects the net accretion impact of purchase accounting marks on loans, securities, deposits and borrowings of $4.7 million during the first quarter of 2026 compared to $5.3 million for the fourth quarter of 2025.
Interest income on loans, on a tax equivalent basis, decreased by $1.4 million to $63.2 million for the three months ended March 31, 2026 compared to $64.6 million for the three months ended December 31, 2025. This decrease was primarily due to the impact of previous fed funds rate reductions on the Bank’s variable rate loan portfolio. In addition, the net accretion impact of purchase accounting marks on loans was 33 basis points in the first quarter of 2026 compared to 36 basis points in the fourth quarter of 2025.
Interest income on investment securities, on a tax equivalent basis, was $11.1 million for the first quarter of 2026 compared to $11.2 million for the fourth quarter of 2025. The decrease in interest income is due to the decline in the market interest rates. Average investment securities increased by $7.1 million during the three months ended March 31, 2026 compared to the three months ended December 31, 2025 primarily due to net purchases.
Interest expense, on a tax equivalent basis, decreased by $0.3 million to $25.4 million for the three months ended March 31, 2026 compared to $25.7 million for the three months ended December 31, 2025. The cost of deposits decreased by two basis points during the three months ended March 31, 2026 compared to the three months ended December 31, 2025, and the borrowing costs from FHLB advances and other borrowings decreased by nine basis points during the three months ended March 31, 2026 compared to the three months ended December 31, 2025. This was the result of the recent reductions to FHLB borrowing rates. At the end of December 2025, the interest rate on the subordinated notes converted to a variable rate, which resulted in an increase of $0.3 million in interest expense and an increase of three basis points to the cost of interest-bearing liabilities for the first quarter of 2026. Average interest-bearing deposits increased by $54.0 million during the three months ended March 31, 2026 compared to the three months ended December 31, 2025. Average FHLB advances and other borrowings increased by $9.6 million from the three months ended December 31, 2025 to the three months ended March 31, 2026. Funding costs were elevated in the first half of the quarter due to seasonal deposit declines, which increased borrowing balances temporarily. Significant deposit inflow in the back half of the quarter enabled the Bank to significantly reduce its borrowing levels, but the average balance was still higher than the prior quarter.
Provision for Credit Losses on Loans
The allowance for credit losses (“ACL”) on loans decreased to $47.5 million at March 31, 2026 from $47.7 million at December 31, 2025. The ACL to total loans was 1.17% at March 31, 2026 compared to 1.19% at December 31, 2025. The Company recorded provision expense on loans of $0.7 million for the three months ended March 31, 2026 compared to $0.1 million for the three months ended December 31, 2025. Net charge-offs were $0.9 million for the three months ended March 31, 2026 compared to $0.5 million for the three months ended December 31, 2025.
Classified loans decreased by $0.8 million to $57.6 million at March 31, 2026 from $58.4 million at December 31, 2025 due to repayments of $2.9 million and charge-offs of $0.9 million, offset by net downgrades. Non-accrual loans totaled $30.0 million at March 31, 2026 compared to $28.0 million at December 31, 2025. The increase of $2.0 million in nonaccrual loans was due to additions to nonaccrual status of $5.9 million of loans, primarily consisting of $4.2 million for one commercial and land development loan and $0.8 million in one commercial loan, partially offset by repayments totaling $2.3 million, an upgrade returning one commercial loan of $1.2 million to accruing status and net charge offs of $0.9 million. Nonaccrual loans to total loans increased to 0.74% at March 31, 2026 from 0.70% at December 31, 2025. Management believes the ACL to be adequate based on current asset quality metrics and economic forecasts.
Noninterest Income
Noninterest income increased by $1.2 million to $15.6 million for the three months ended March 31, 2026 from $14.4 million for the three months ended December 31, 2025.
Income from life insurance increased by $2.5 million to $3.8 million for the three months ended March 31, 2026 compared to $1.3 million for the three months ended December 31, 2025. During the first quarter of 2026, the Company recorded $2.4 million in income from life insurance policy death benefits.
Swap fee income increased by $0.2 million to $1.3 million for the three months ended March 31, 2026 compared to $1.1 million for the three months ended December 31, 2025. Swap fee income will fluctuate based on market conditions and client demand.
Wealth management income was $5.6 million for the three months ended March 31, 2026 compared to $5.7 million for the three months ended December 31, 2025, which reflects the strength of our wealth management platform despite a decline in market performance during the first quarter of 2026.
Income from service charges decreased by $0.3 million to $2.9 million for the three months ended March 31, 2026 from $3.2 million for the three months ended December 31, 2025 due to a decrease in interchange activity.
Other income decreased by $0.6 million to $0.2 million for the three months ended March 31, 2026 from $0.8 million for the three months ended December 31, 2025. The fourth quarter of 2025 includes $0.3 million in solar tax credit income and other one-time credits.
Noninterest Expenses
Noninterest expenses decreased by $0.7 million to $36.7 million for the three months ended March 31, 2026 from $37.4 million in the three months ended December 31, 2025.
Salaries and benefits expense decreased by $0.8 million to $21.2 million for the three months ended March 31, 2026 compared to $22.0 million for the three months ended December 31, 2025. This was elevated during the fourth quarter of 2025 primarily due to year-end incentive accruals.
Professional services expense decreased by $0.7 million from $1.9 million for the three months ended December 31, 2025 to $1.2 million for the three months ended March 31, 2026. The decrease was due to reduced reliance on third-party assistance with internal projects.
Taxes other than income increased by $0.5 million in the three months ended March 31, 2026 compared to the three months ended December 31, 2025. This increase reflects the tax credits recognized in the fourth quarter of 2025 as a result of charitable contributions.
Income Taxes
The Company’s effective tax rate was 20.7% for the first quarter of 2026 compared to 21.8% for the fourth quarter of 2025. The Company’s effective tax rate for the three months ended March 31, 2026 is less than the 21% federal statutory rate primarily due to tax-exempt income, including interest earned on tax-exempt loans and securities and non-taxable income from life insurance policies and tax credits partially offset by 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 (“TEFRA”). The Company regularly analyzes its projected taxable income and makes adjustments to the provision for income taxes accordingly.
Capital
Shareholders’ equity totaled $603.2 million at March 31, 2026 compared to $591.5 million at December 31, 2025. The increase of $11.7 million is primarily due to net income of $21.8 million partially offset by dividends of $5.9 million and other comprehensive losses of $4.5 million.
Tangible book value per common share(1) increased to $25.76 per share at March 31, 2026 from $25.21 per share at December 31, 2025. The Company’s tangible common equity ratio was 9.2% at March 31, 2026 compared to 9.0% at December 31, 2025. Return on average tangible common equity per common share(1) was 17.96% for the three months ended March 31, 2026 compared to 18.15% for the three months ended December 31, 2025. The decrease in the return on average tangible common equity per common share was primarily due to the increase in average shareholders’ equity.
(1) Non-GAAP measure. See Appendix A for additional information.
The Company’s capital ratios increased during the three months ended March 31, 2026 compared to the three months ended December 31, 2025 due to earnings. The Company’s tier 1 common equity, tier 1 capital and total risk-based capital ratios were 11.8%, 12.0% and 13.5%, respectively, at March 31, 2026 compared to 11.5%, 11.7% and 13.3%, respectively, at December 31, 2025. The Company’s Tier 1 leverage ratio increased to 9.7% at March 31, 2026 compared to 9.5% at December 31, 2025.
At March 31, 2026, 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.
| Investor Relations Contact: |
| Neelesh Kalani |
| Executive Vice President, Chief Financial Officer |
| Phone (717) 510-7097 |
| FINANCIAL HIGHLIGHTS (Unaudited) | ||||||||
| Three Months Ended | ||||||||
| March 31, | March 31, | |||||||
| (In thousands) | 2026 | 2025 | ||||||
| Profitability for the period: | ||||||||
| Net interest income | $ | 49,005 | $ | 48,761 | ||||
| Provision for (recovery of) credit losses – loans | 728 | (554 | ) | |||||
| Recovery of credit losses – unfunded loan commitments | (376 | ) | — | |||||
| Noninterest income | 15,577 | 11,624 | ||||||
| Noninterest expenses | 36,728 | 38,176 | ||||||
| Income before income tax expense | 27,502 | 22,763 | ||||||
| Income tax expense | 5,693 | 4,712 | ||||||
| Net income available to common shareholders | $ | 21,809 | $ | 18,051 | ||||
| Financial ratios: | ||||||||
| Return on average assets (1) | 1.59 | % | 1.35 | % | ||||
| Return on average assets, adjusted (1) (2) (3) | n/a | 1.45 | % | |||||
| Return on average equity (1) | 14.76 | % | 13.98 | % | ||||
| Return on average equity, adjusted (1) (2) (3) | n/a | 14.97 | % | |||||
| Net interest margin (1) | 3.90 | % | 4.00 | % | ||||
| Efficiency ratio | 56.9 | % | 63.2 | % | ||||
| Efficiency ratio, adjusted (2) (3) | n/a | 60.5 | % | |||||
| Income per common share: | ||||||||
| Basic | $ | 1.13 | $ | 0.94 | ||||
| Basic, adjusted (2) (3) | n/a | $ | 1.01 | |||||
| Diluted | $ | 1.12 | $ | 0.93 | ||||
| Diluted, adjusted (2) (3) | n/a | $ | 1.00 | |||||
| Average equity to average assets | 10.80 | % | 9.65 | % | ||||
| (1) Annualized for the three months ended March 31, 2026 and 2025. | ||||||||
| (2) Ratio has been adjusted for the non-recurring charges at March 31, 2025. There were no non-recurring charges for the three months ended March 31, 2026. | ||||||||
| (3) Non-GAAP based financial measure at March 31, 2025. 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) | |||||||
| March 31, | December 31, | ||||||
| (Dollars in thousands, except per share amounts) | 2026 | 2025 | |||||
| At period-end: | |||||||
| Total assets | $ | 5,576,972 | $ | 5,542,255 | |||
| Loans, net of allowance for credit losses | 4,013,856 | 3,973,012 | |||||
| Loans held-for-sale, at fair value | 3,366 | 6,090 | |||||
| Securities available for sale, at fair value | 947,018 | 952,740 | |||||
| Total deposits | 4,627,424 | 4,528,774 | |||||
| FHLB advances and other borrowings and Securities sold under agreements to repurchase | 225,958 | 299,243 | |||||
| Subordinated notes and trust preferred debt | 37,274 | 37,122 | |||||
| Shareholders’ equity | 603,184 | 591,535 | |||||
| Credit quality and capital ratios (1): | |||||||
| Allowance for credit losses to total loans | 1.17 | % | 1.19 | % | |||
| Total nonaccrual loans to total loans | 0.74 | % | 0.70 | % | |||
| Nonperforming assets to total assets | 0.56 | % | 0.51 | % | |||
| Allowance for credit losses to nonaccrual loans | 158 | % | 170 | % | |||
| Total risk-based capital: | |||||||
| Orrstown Financial Services, Inc. | 13.5 | % | 13.3 | % | |||
| Orrstown Bank | 13.6 | % | 13.3 | % | |||
| Tier 1 risk-based capital: | |||||||
| Orrstown Financial Services, Inc. | 12.0 | % | 11.7 | % | |||
| Orrstown Bank | 12.5 | % | 12.2 | % | |||
| Tier 1 common equity risk-based capital: | |||||||
| Orrstown Financial Services, Inc. | 11.8 | % | 11.5 | % | |||
| Orrstown Bank | 12.5 | % | 12.2 | % | |||
| Tier 1 leverage capital: | |||||||
| Orrstown Financial Services, Inc. | 9.7 | % | 9.5 | % | |||
| Orrstown Bank | 10.2 | % | 9.9 | % | |||
| Book value per common share | $ | 30.76 | $ | 30.32 | |||
| (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. At December 31, 2025, 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. At March 31, 2026, the day-one impact of ASU 2016-13 was fully applied to the capital ratios. | |||||||
| ORRSTOWN FINANCIAL SERVICES, INC. | |||||||
| CONSOLIDATED BALANCE SHEETS (Unaudited) | |||||||
| (Dollars in thousands, except per share amounts) | March 31, 2026 | December 31, 2025 | |||||
| Assets | |||||||
| Cash and due from banks | $ | 49,014 | $ | 42,083 | |||
| Interest-bearing deposits with banks | 112,122 | 107,691 | |||||
| Cash and cash equivalents | 161,136 | 149,774 | |||||
| Restricted investments in bank stocks | 23,984 | 26,717 | |||||
| Securities available for sale (amortized cost of $973,220 and $972,138 at March 31, 2026 and December 31, 2025, respectively) | 947,018 | 952,740 | |||||
| Loans held for sale, at fair value | 3,366 | 6,090 | |||||
| Loans | 4,061,319 | 4,020,693 | |||||
| Less: Allowance for credit losses | (47,463 | ) | (47,681 | ) | |||
| Net loans | 4,013,856 | 3,973,012 | |||||
| Premises and equipment, net | 50,532 | 51,029 | |||||
| Cash surrender value of life insurance | 145,964 | 146,994 | |||||
| Goodwill | 69,751 | 69,751 | |||||
| Other intangible assets, net | 35,751 | 37,990 | |||||
| Accrued interest receivable | 21,176 | 21,473 | |||||
| Deferred tax assets, net | 32,802 | 33,931 | |||||
| Other assets | 71,636 | 72,754 | |||||
| Total assets | $ | 5,576,972 | $ | 5,542,255 | |||
| Liabilities | |||||||
| Deposits: | |||||||
| Noninterest-bearing | $ | 882,588 | $ | 870,906 | |||
| Interest-bearing | 3,744,836 | 3,657,868 | |||||
| Total deposits | 4,627,424 | 4,528,774 | |||||
| Securities sold under agreements to repurchase and federal funds purchased | 19,264 | 24,542 | |||||
| FHLB advances and other borrowings | 206,694 | 274,701 | |||||
| Subordinated notes and trust preferred debt | 37,274 | 37,122 | |||||
| Other liabilities | 83,132 | 85,581 | |||||
| Total liabilities | 4,973,788 | 4,950,720 | |||||
| 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; 19,711,628 shares issued and 19,611,427 outstanding at March 31, 2026; 19,711,628 shares issued and 19,507,208 outstanding at December 31, 2025 | 1,026 | 1,026 | |||||
| Additional paid—in capital | 422,663 | 424,596 | |||||
| Retained earnings | 202,704 | 186,752 | |||||
| Accumulated other comprehensive loss | (19,720 | ) | (15,201 | ) | |||
| Treasury stock— 100,201 and 204,420 shares, at cost at March 31, 2026 and December 31, 2025, respectively | (3,489 | ) | (5,638 | ) | |||
| Total shareholders’ equity | 603,184 | 591,535 | |||||
| Total liabilities and shareholders’ equity | $ | 5,576,972 | $ | 5,542,255 | |||
| ORRSTOWN FINANCIAL SERVICES, INC. | ||||||||
| CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited) | ||||||||
| Three Months Ended | ||||||||
| March 31, | March 31, | |||||||
| (Dollars in thousands, except per share amounts) | 2026 | 2025 | ||||||
| Interest income | ||||||||
| Loans | $ | 62,995 | $ | 63,432 | ||||
| Investment securities – taxable | 9,851 | 8,944 | ||||||
| Investment securities – tax-exempt | 881 | 875 | ||||||
| Short-term investments | 637 | 2,268 | ||||||
| Total interest income | 74,364 | 75,519 | ||||||
| Interest expense | ||||||||
| Deposits | 21,986 | 24,260 | ||||||
| Securities sold under agreements to repurchase and federal funds purchased | 97 | 84 | ||||||
| FHLB advances and other borrowings | 2,355 | 1,118 | ||||||
| Subordinated notes and trust preferred debt | 921 | 1,296 | ||||||
| Total interest expense | 25,359 | 26,758 | ||||||
| Net interest income | 49,005 | 48,761 | ||||||
| Provision for (recovery of) credit losses – loans | 728 | (554 | ) | |||||
| Recovery of credit losses – unfunded loan commitments | (376 | ) | — | |||||
| Net interest income after provision for (recovery of) credit losses | 48,653 | 49,315 | ||||||
| Noninterest income | ||||||||
| Service charges | 2,871 | 2,395 | ||||||
| Interchange income | 1,513 | 1,427 | ||||||
| Swap fee income | 1,339 | 394 | ||||||
| Wealth management income | 5,557 | 5,415 | ||||||
| Mortgage banking activities | 326 | 302 | ||||||
| Income from life insurance | 3,761 | 1,289 | ||||||
| Investment securities (losses) gains | (2 | ) | 13 | |||||
| Other income | 212 | 389 | ||||||
| Total noninterest income | 15,577 | 11,624 | ||||||
| Noninterest expenses | ||||||||
| Salaries and employee benefits | 21,157 | 20,388 | ||||||
| Occupancy, furniture and equipment | 4,221 | 4,675 | ||||||
| Data processing | 1,537 | 924 | ||||||
| Advertising and bank promotions | 683 | 499 | ||||||
| FDIC insurance | 549 | 824 | ||||||
| Professional services | 1,221 | 1,826 | ||||||
| Taxes other than income | 1,025 | 942 | ||||||
| Intangible asset amortization | 2,239 | 2,535 | ||||||
| Merger-related expenses | — | 1,649 | ||||||
| Restructuring expenses | — | 91 | ||||||
| Other operating expenses | 4,096 | 3,823 | ||||||
| Total noninterest expenses | 36,728 | 38,176 | ||||||
| Income before income tax expense | 27,502 | 22,763 | ||||||
| Income tax expense | 5,693 | 4,712 | ||||||
| Net income | $ | 21,809 | $ | 18,051 | ||||
| Three Months Ended | ||||||||
| March 31, | March 31, | |||||||
| 2026 | 2025 | |||||||
| Share information: | ||||||||
| Basic earnings per share | $ | 1.13 | $ | 0.94 | ||||
| Diluted earnings per share | $ | 1.12 | $ | 0.93 | ||||
| Dividends paid per share | $ | 0.30 | $ | 0.26 | ||||
| Weighted average shares – basic | 19,274 | 19,157 | ||||||
| Weighted average shares – diluted | 19,410 | 19,328 | ||||||
| ANALYSIS OF NET INTEREST INCOME | |||||||||||||||||||||||||||||||||||||||||||||||||
| Average Balances and Interest Rates, Taxable-Equivalent Basis (Unaudited) | |||||||||||||||||||||||||||||||||||||||||||||||||
| Three Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||
| 3/31/2026 | 12/31/2025 | 9/30/2025 | 6/30/2025 | 3/31/2025 | |||||||||||||||||||||||||||||||||||||||||||||
| 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 | $ | 70,086 | $ | 637 | 3.69 | % | $ | 103,886 | $ | 1,017 | 3.88 | % | $ | 101,728 | $ | 1,123 | 4.38 | % | $ | 136,106 | $ | 1,513 | 4.46 | % | $ | 203,347 | $ | 2,268 | 4.52 | % | |||||||||||||||||||
| Investment securities(1)(2) | 984,060 | 11,079 | 4.51 | 976,957 | 11,177 | 4.58 | 906,399 | 10,593 | 4.67 | 904,119 | 10,626 | 4.70 | 865,126 | 10,052 | 4.65 | ||||||||||||||||||||||||||||||||||
| Loans(1)(3)(4)(5) | 4,070,889 | 63,214 | 6.29 | 3,997,842 | 64,635 | 6.42 | 3,979,044 | 65,975 | 6.58 | 3,894,978 | 63,246 | 6.52 | 3,909,694 | 63,641 | 6.59 | ||||||||||||||||||||||||||||||||||
| Total interest-earning assets | 5,125,035 | 74,930 | 5.91 | 5,078,685 | 76,829 | 6.01 | 4,987,171 | 77,691 | 6.19 | 4,935,203 | 75,385 | 6.13 | 4,978,167 | 75,961 | 6.17 | ||||||||||||||||||||||||||||||||||
| Other assets | 423,779 | 426,626 | 433,659 | 439,569 | 447,530 | ||||||||||||||||||||||||||||||||||||||||||||
| Total assets | $ | 5,548,814 | $ | 5,505,311 | $ | 5,420,830 | $ | 5,374,772 | $ | 5,425,697 | |||||||||||||||||||||||||||||||||||||||
| Liabilities and Shareholders’ Equity | |||||||||||||||||||||||||||||||||||||||||||||||||
| Interest-bearing demand deposits | $ | 2,534,291 | 13,796 | 2.21 | $ | 2,471,895 | 14,078 | 2.26 | $ | 2,450,034 | 14,145 | 2.29 | $ | 2,463,687 | 13,880 | 2.26 | $ | 2,473,543 | 14,156 | 2.32 | |||||||||||||||||||||||||||||
| Savings deposits | 259,585 | 143 | 0.22 | 262,240 | 164 | 0.25 | 264,761 | 164 | 0.25 | 269,309 | 165 | 0.25 | 273,313 | 165 | 0.25 | ||||||||||||||||||||||||||||||||||
| Time deposits | 906,875 | 8,047 | 3.60 | 912,611 | 8,342 | 3.63 | 897,416 | 8,330 | 3.68 | 914,108 | 8,810 | 3.87 | 970,588 | 9,939 | 4.15 | ||||||||||||||||||||||||||||||||||
| Total interest-bearing deposits | 3,700,751 | 21,986 | 2.41 | 3,646,746 | 22,584 | 2.46 | 3,612,211 | 22,639 | 2.49 | 3,647,104 | 22,855 | 2.51 | 3,717,444 | 24,260 | 2.65 | ||||||||||||||||||||||||||||||||||
| Securities sold under agreements to repurchase and federal funds purchased | 23,674 | 97 | 1.66 | 27,348 | 105 | 1.52 | 27,772 | 107 | 1.53 | 25,917 | 106 | 1.64 | 26,163 | 84 | 1.30 | ||||||||||||||||||||||||||||||||||
| FHLB advances and other borrowings | 248,357 | 2,355 | 3.85 | 238,806 | 2,371 | 3.94 | 168,939 | 1,791 | 4.21 | 104,068 | 1,030 | 3.97 | 112,859 | 1,118 | 4.02 | ||||||||||||||||||||||||||||||||||
| Subordinated notes and trust preferred debt | 37,175 | 921 | 10.05 | 37,023 | 669 | 7.17 | 68,749 | 1,597 | 9.21 | 68,910 | 1,330 | 7.74 | 68,739 | 1,296 | 7.65 | ||||||||||||||||||||||||||||||||||
| Total interest-bearing liabilities | 4,009,957 | 25,359 | 2.56 | 3,949,923 | 25,729 | 2.58 | 3,877,671 | 26,134 | 2.67 | 3,845,999 | 25,321 | 2.64 | 3,925,205 | 26,758 | 2.76 | ||||||||||||||||||||||||||||||||||
| Noninterest-bearing demand deposits | 850,415 | 882,552 | 902,128 | 904,031 | 887,726 | ||||||||||||||||||||||||||||||||||||||||||||
| Other liabilities | 89,112 | 93,977 | 89,086 | 89,058 | 89,077 | ||||||||||||||||||||||||||||||||||||||||||||
| Total liabilities | 4,949,484 | 4,926,452 | 4,868,885 | 4,839,088 | 4,902,008 | ||||||||||||||||||||||||||||||||||||||||||||
| Shareholders’ equity | 599,330 | 578,859 | 551,945 | 535,684 | 523,689 | ||||||||||||||||||||||||||||||||||||||||||||
| Total | $ | 5,548,814 | $ | 5,505,311 | $ | 5,420,830 | $ | 5,374,772 | $ | 5,425,697 | |||||||||||||||||||||||||||||||||||||||
| Taxable-equivalent net interest income / net interest spread | 49,571 | 3.35 | % | 51,100 | 3.43 | % | 51,557 | 3.52 | % | 50,064 | 3.49 | % | 49,203 | 3.41 | % | ||||||||||||||||||||||||||||||||||
| Taxable-equivalent net interest margin | 3.90 | % | 4.00 | % | 4.11 | % | 4.07 | % | 4.00 | % | |||||||||||||||||||||||||||||||||||||||
| Taxable-equivalent adjustment | (566 | ) | (569 | ) | (569 | ) | (552 | ) | (442 | ) | |||||||||||||||||||||||||||||||||||||||
| Net interest income | $ | 49,005 | $ | 50,531 | $ | 50,988 | $ | 49,512 | $ | 48,761 | |||||||||||||||||||||||||||||||||||||||
| Ratio of average interest-earning assets to average interest-bearing liabilities | 128 | % | 129 | % | 129 | % | 128 | % | 127 | % | |||||||||||||||||||||||||||||||||||||||
| 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 $4.2 million, $4.7 million, $5.3 million, $4.9 million and $6.6 million for the three months ended March 31, 2026, December 31, 2025, September 30, 2025, June 30, 2025 and March 31, 2025, respectively. | |||||||||||||||||||||||||||||||||||||||||||||||||
| ORRSTOWN FINANCIAL SERVICES, INC. | |||||||||||||||||||
| HISTORICAL TRENDS IN QUARTERLY FINANCIAL DATA (Unaudited) | |||||||||||||||||||
| (In thousands) | March 31, 2026 | December 31, 2025 | September 30, 2025 | June 30, 2025 | March 31, 2025 | ||||||||||||||
| Profitability for the quarter: | |||||||||||||||||||
| Net interest income | $ | 49,005 | $ | 50,531 | $ | 50,988 | $ | 49,512 | $ | 48,761 | |||||||||
| Provision for (recovery of) credit losses on loans and unfunded loan commitments | 352 | 75 | 396 | 109 | (554 | ) | |||||||||||||
| Noninterest income | 15,577 | 14,392 | 13,382 | 12,915 | 11,624 | ||||||||||||||
| Noninterest expenses | 36,728 | 37,355 | 36,297 | 37,614 | 38,176 | ||||||||||||||
| Income before income taxes | 27,502 | 27,493 | 27,677 | 24,704 | 22,763 | ||||||||||||||
| Income tax expense | 5,693 | 6,002 | 5,812 | 5,256 | 4,712 | ||||||||||||||
| Net income | $ | 21,809 | $ | 21,491 | $ | 21,865 | $ | 19,448 | $ | 18,051 | |||||||||
| Financial ratios: | |||||||||||||||||||
| Return on average assets (1) | 1.59 | % | 1.55 | % | 1.60 | % | 1.45 | % | 1.35 | % | |||||||||
| Return on average assets, adjusted (1)(2)(3) | n/a | n/a | n/a | 1.51 | % | 1.45 | % | ||||||||||||
| Return on average equity (1) | 14.76 | % | 14.73 | % | 15.72 | % | 14.56 | % | 13.98 | % | |||||||||
| Return on average equity, adjusted (1)(2)(3) | n/a | n/a | n/a | 15.12 | % | 14.97 | % | ||||||||||||
| Net interest margin (1) | 3.90 | % | 4.00 | % | 4.11 | % | 4.07 | % | 4.00 | % | |||||||||
| Efficiency ratio | 56.9 | % | 57.5 | % | 56.4 | % | 60.3 | % | 63.2 | % | |||||||||
| Efficiency ratio, adjusted (2)(3) | n/a | n/a | n/a | 58.7 | % | 60.5 | % | ||||||||||||
| Per share information: | |||||||||||||||||||
| Income per common share: | |||||||||||||||||||
| Basic | $ | 1.13 | $ | 1.12 | $ | 1.14 | $ | 1.01 | $ | 0.94 | |||||||||
| Basic, adjusted (2)(3) | n/a | n/a | n/a | 1.05 | 1.01 | ||||||||||||||
| Diluted | 1.12 | 1.11 | 1.13 | 1.01 | 0.93 | ||||||||||||||
| Diluted, adjusted (2)(3) | n/a | n/a | n/a | 1.04 | 1.00 | ||||||||||||||
| Book value | 30.76 | 30.32 | 29.33 | 28.07 | 27.32 | ||||||||||||||
| Tangible book value(3) | 25.76 | 25.21 | 24.12 | 22.77 | 21.99 | ||||||||||||||
| Average tangible common equity(3) | 17.96 | 18.15 | 19.70 | 18.43 | 17.91 | ||||||||||||||
| Cash dividends paid | 0.30 | 0.27 | 0.27 | 0.26 | 0.26 | ||||||||||||||
| Average basic shares | 19,274 | 19,251 | 19,224 | 19,173 | 19,157 | ||||||||||||||
| Average diluted shares | 19,410 | 19,384 | 19,364 | 19,342 | 19,328 | ||||||||||||||
| (1) Annualized. | |||||||||||||||||||
| (2) Ratio has been adjusted for non-recurring expenses for the three months ended June 30, 2025 and March 31, 2025. There were no non-recurring expenses for the three months ended March 31, 2026, December 31, 2025 and 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) | March 31, 2026 | December 31, 2025 | September 30, 2025 | June 30, 2025 | March 31, 2025 | ||||||||||
| Noninterest income: | |||||||||||||||
| Service charges | $ | 2,871 | $ | 3,225 | $ | 2,997 | $ | 2,630 | $ | 2,395 | |||||
| Interchange income | 1,513 | 1,553 | 1,620 | 1,441 | 1,427 | ||||||||||
| Swap fee income | 1,339 | 1,112 | 816 | 669 | 394 | ||||||||||
| Wealth management income | 5,557 | 5,739 | 5,277 | 5,267 | 5,415 | ||||||||||
| Mortgage banking activities | 326 | 503 | 522 | 478 | 302 | ||||||||||
| Income from life insurance | 3,761 | 1,331 | 1,471 | 1,311 | 1,289 | ||||||||||
| Other income | 212 | 834 | 629 | 1,111 | 389 | ||||||||||
| Investment securities (losses) gains | (2 | ) | 95 | 50 | 8 | 13 | |||||||||
| Total noninterest income | $ | 15,577 | $ | 14,392 | $ | 13,382 | $ | 12,915 | $ | 11,624 | |||||
| Noninterest expenses: | |||||||||||||||
| Salaries and employee benefits | $ | 21,157 | $ | 21,980 | $ | 21,439 | $ | 21,364 | $ | 20,388 | |||||
| Occupancy, furniture and equipment | 4,221 | 4,017 | 4,075 | 4,211 | 4,675 | ||||||||||
| Data processing | 1,537 | 1,292 | 1,116 | 965 | 924 | ||||||||||
| Advertising and bank promotions | 683 | 561 | 154 | 1,077 | 499 | ||||||||||
| FDIC insurance | 549 | 683 | 652 | 674 | 824 | ||||||||||
| Professional services | 1,221 | 1,947 | 1,703 | 2,016 | 1,826 | ||||||||||
| Taxes other than income | 1,025 | 574 | 828 | 295 | 942 | ||||||||||
| Intangible asset amortization | 2,239 | 2,348 | 2,410 | 2,472 | 2,535 | ||||||||||
| Merger-related expenses | — | — | — | 968 | 1,649 | ||||||||||
| Restructuring expenses | — | — | — | — | 91 | ||||||||||
| Other operating expenses | 4,096 | 3,953 | 3,920 | 3,572 | 3,823 | ||||||||||
| Total noninterest expenses | $ | 36,728 | $ | 37,355 | $ | 36,297 | $ | 37,614 | $ | 38,176 | |||||
| HISTORICAL TRENDS IN QUARTERLY FINANCIAL DATA (Unaudited) | |||||||||||||||||||
| (continued) | |||||||||||||||||||
| (In thousands) | March 31, 2026 | December 31, 2025 | September 30, 2025 | June 30, 2025 | March 31, 2025 | ||||||||||||||
| Balance Sheet at quarter end: | |||||||||||||||||||
| Cash and cash equivalents | $ | 161,136 | $ | 149,774 | $ | 184,146 | $ | 149,377 | $ | 287,120 | |||||||||
| Restricted investments in bank stocks | 23,984 | 26,717 | 24,111 | 21,204 | 19,693 | ||||||||||||||
| Securities available for sale | 947,018 | 952,740 | 890,357 | 885,373 | 855,456 | ||||||||||||||
| Loans held for sale, at fair value | 3,366 | 6,090 | 6,026 | 5,206 | 5,261 | ||||||||||||||
| Loans: | |||||||||||||||||||
| Commercial real estate: | |||||||||||||||||||
| Owner occupied | 645,026 | 644,713 | 629,481 | 622,315 | 617,854 | ||||||||||||||
| Non-owner occupied | 1,322,251 | 1,260,198 | 1,254,959 | 1,203,038 | 1,157,383 | ||||||||||||||
| Multi-family | 216,658 | 236,703 | 234,782 | 239,388 | 257,724 | ||||||||||||||
| Non-owner occupied residential | 151,560 | 155,749 | 163,138 | 165,479 | 168,354 | ||||||||||||||
| Agricultural | 114,409 | 121,417 | 118,596 | 124,291 | 134,916 | ||||||||||||||
| Commercial and industrial | 481,815 | 489,371 | 479,929 | 487,063 | 455,494 | ||||||||||||||
| Acquisition and development: | |||||||||||||||||||
| 1-4 family residential construction | 46,355 | 41,489 | 41,141 | 38,490 | 40,621 | ||||||||||||||
| Commercial and land development | 198,957 | 198,234 | 195,158 | 198,889 | 227,434 | ||||||||||||||
| Municipal | 27,744 | 25,302 | 28,664 | 28,693 | 30,780 | ||||||||||||||
| Total commercial loans | 3,204,775 | 3,173,176 | 3,145,848 | 3,107,646 | 3,090,560 | ||||||||||||||
| Residential mortgage: | |||||||||||||||||||
| First lien | 484,022 | 478,870 | 476,006 | 469,569 | 464,642 | ||||||||||||||
| Home equity – term | 5,685 | 5,972 | 5,800 | 5,784 | 9,224 | ||||||||||||||
| Home equity – lines of credit | 327,141 | 321,438 | 311,458 | 305,968 | 295,820 | ||||||||||||||
| Other – term(1) | 22,442 | 22,906 | 23,737 | 25,384 | — | ||||||||||||||
| Installment and other loans | 17,254 | 18,331 | 16,887 | 17,028 | 15,739 | ||||||||||||||
| Total loans | 4,061,319 | 4,020,693 | 3,979,736 | 3,931,379 | 3,875,985 | ||||||||||||||
| Allowance for credit losses | (47,463 | ) | (47,681 | ) | (48,105 | ) | (47,898 | ) | (47,804 | ) | |||||||||
| Net loans held for investment | 4,013,856 | 3,973,012 | 3,931,631 | 3,883,481 | 3,828,181 | ||||||||||||||
| Goodwill | 69,751 | 69,751 | 69,751 | 69,751 | 68,106 | ||||||||||||||
| Other intangible assets, net | 35,751 | 37,990 | 40,338 | 42,748 | 45,230 | ||||||||||||||
| Total assets | 5,576,972 | 5,542,255 | 5,470,233 | 5,387,645 | 5,441,586 | ||||||||||||||
| Total deposits | 4,627,424 | 4,528,774 | 4,533,560 | 4,516,625 | 4,633,716 | ||||||||||||||
| FHLB advances and other borrowings and Securities sold under agreements to repurchase | 225,958 | 299,243 | 241,719 | 166,381 | 123,480 | ||||||||||||||
| Subordinated notes and trust preferred debt | 37,274 | 37,122 | 36,970 | 69,021 | 68,850 | ||||||||||||||
| Total shareholders’ equity | 603,184 | 591,535 | 571,936 | 548,448 | 532,936 | ||||||||||||||
| (1) Other – term includes property assessed clean energy (“PACE”) loans. | |||||||||||||||||||
| HISTORICAL TRENDS IN QUARTERLY FINANCIAL DATA (Unaudited) | |||||||||||||||||||
| (continued) | |||||||||||||||||||
| March 31, 2026 | December 31, 2025 | September 30, 2025 | June 30, 2025 | March 31, 2025 | |||||||||||||||
| Capital and credit quality measures(1): | |||||||||||||||||||
| Total risk-based capital: | |||||||||||||||||||
| Orrstown Financial Services, Inc. | 13.5 | % | 13.3 | % | 13.1 | % | 13.3 | % | 13.1 | % | |||||||||
| Orrstown Bank | 13.6 | % | 13.3 | % | 12.9 | % | 13.3 | % | 13.0 | % | |||||||||
| Tier 1 risk-based capital: | |||||||||||||||||||
| Orrstown Financial Services, Inc. | 12.0 | % | 11.7 | % | 11.3 | % | 11.1 | % | 10.8 | % | |||||||||
| Orrstown Bank | 12.5 | % | 12.2 | % | 11.8 | % | 12.1 | % | 11.9 | % | |||||||||
| Tier 1 common equity risk-based capital: | |||||||||||||||||||
| Orrstown Financial Services, Inc. | 11.8 | % | 11.5 | % | 11.1 | % | 10.9 | % | 10.6 | % | |||||||||
| Orrstown Bank | 12.5 | % | 12.2 | % | 11.8 | % | 12.1 | % | 11.9 | % | |||||||||
| Tier 1 leverage capital: | |||||||||||||||||||
| Orrstown Financial Services, Inc. | 9.7 | % | 9.5 | % | 9.3 | % | 9.0 | % | 8.6 | % | |||||||||
| Orrstown Bank | 10.2 | % | 9.9 | % | 9.6 | % | 9.8 | % | 9.5 | % | |||||||||
| Average equity to average assets | 10.80 | % | 10.51 | % | 10.18 | % | 9.97 | % | 9.65 | % | |||||||||
| Allowance for credit losses to total loans | 1.17 | % | 1.19 | % | 1.21 | % | 1.22 | % | 1.23 | % | |||||||||
| Total nonaccrual loans to total loans | 0.74 | % | 0.70 | % | 0.66 | % | 0.57 | % | 0.59 | % | |||||||||
| Nonperforming assets to total assets | 0.56 | % | 0.51 | % | 0.48 | % | 0.42 | % | 0.42 | % | |||||||||
| Allowance for credit losses to nonaccrual loans | 158 | % | 170 | % | 184 | % | 214 | % | 210 | % | |||||||||
| Other information: | |||||||||||||||||||
| Net charge-offs | $ | 946 | $ | 499 | $ | 189 | $ | 115 | $ | 331 | |||||||||
| Classified loans | 57,584 | 58,351 | 64,089 | 65,754 | 76,211 | ||||||||||||||
| Nonperforming and other risk assets: | |||||||||||||||||||
| Nonaccrual loans | 30,025 | 28,031 | 26,191 | 22,423 | 22,727 | ||||||||||||||
| Other real estate owned | 1,055 | — | — | — | 138 | ||||||||||||||
| Total nonperforming assets | 31,080 | 28,031 | 26,191 | 22,423 | 22,865 | ||||||||||||||
| Financial difficulty modifications still accruing | 949 | 1,253 | 1,245 | 5,759 | 5,127 | ||||||||||||||
| Loans past due 90 days or more and still accruing | 443 | 1,040 | 497 | 1,312 | 400 | ||||||||||||||
| Total nonperforming and other risk assets | $ | 32,472 | $ | 30,324 | $ | 27,933 | $ | 29,494 | $ | 28,392 | |||||||||
| (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, which concluded at December 31, 2025. At March 31, 2026, the day-one impact of ASU 2016-13 was fully applied to the capital ratios. | |||||||||||||||||||
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 $105.5 million and $107.7 million at March 31, 2026 and December 31, 2025, respectively. During the three months ended June 30, 2025 and March 31, 2025, the Company incurred $1.0 million and $1.6 million in merger-related expenses, respectively. The Company did not incur merger-related or other non-recurring expenses during the three months ended March 31, 2026, December 31, 2025 and September 30, 2025.
Tangible book value per common share, tangible common equity and the impact of the merger-related 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 | March 31, 2026 | December 31, 2025 | September 30, 2025 | June 30, 2025 | March 31, 2025 | |||||||||||||||
| Shareholders’ equity (most directly comparable GAAP-based measure) | $ | 603,184 | $ | 591,535 | $ | 571,936 | $ | 548,448 | $ | 532,936 | ||||||||||
| Less: Goodwill | 69,751 | 69,751 | 69,751 | 69,751 | 68,106 | |||||||||||||||
| Other intangible assets | 35,751 | 37,990 | 40,338 | 42,748 | 45,230 | |||||||||||||||
| Related tax effect | (7,508 | ) | (7,978 | ) | (8,471 | ) | (8,977 | ) | (9,498 | ) | ||||||||||
| Tangible common equity (non-GAAP) | $ | 505,190 | $ | 491,772 | $ | 470,318 | $ | 444,926 | $ | 429,098 | ||||||||||
| Common shares outstanding | 19,611 | 19,507 | 19,501 | 19,536 | 19,510 | |||||||||||||||
| Book value per share (most directly comparable GAAP-based measure) | $ | 30.76 | $ | 30.32 | $ | 29.33 | $ | 28.07 | $ | 27.32 | ||||||||||
| Intangible assets per share | 5.00 | 5.11 | 5.21 | 5.30 | 5.33 | |||||||||||||||
| Tangible book value per share (non-GAAP) | $ | 25.76 | $ | 25.21 | $ | 24.12 | $ | 22.77 | $ | 21.99 | ||||||||||
| Return on Average Common Equity | March 31, 2026 | December 31, 2025 | September 30, 2025 | June 30, 2025 | March 31, 2025 | |||||||||||||||
| Net Income | $ | 21,809 | $ | 21,491 | $ | 21,865 | $ | 19,448 | $ | 18,051 | ||||||||||
| Average shareholders’ equity | $ | 599,330 | $ | 578,859 | $ | 551,945 | $ | 535,684 | $ | 523,689 | ||||||||||
| Less: Average goodwill | 69,751 | 69,751 | 69,751 | 68,126 | 68,106 | |||||||||||||||
| Less: Average other intangible assets, gross | 37,132 | 39,467 | 41,809 | 44,304 | 46,864 | |||||||||||||||
| Average tangible equity | $ | 492,447 | $ | 469,641 | $ | 440,385 | $ | 423,254 | $ | 408,719 | ||||||||||
| Return on average tangible equity (non-GAAP) (1) | 17.96 | % | 18.15 | % | 19.70 | % | 18.43 | % | 17.91 | % | ||||||||||
| (1) – Annualized | ||||||||||||||||||||
| (In thousands) | Three Months Ended | |||||||||||||||||||
| Adjusted Ratios for Non-recurring Charges | March 31, 2026 | December 31, 2025 | September 30, 2025 | June 30, 2025 | March 31, 2025 | |||||||||||||||
| Net income (A) – most directly comparable GAAP-based measure | $ | 21,809 | $ | 21,491 | $ | 21,865 | $ | 19,448 | $ | 18,051 | ||||||||||
| Plus: Merger-related expenses (B) | — | — | — | 968 | 1,649 | |||||||||||||||
| Less: Related tax effect (C) | — | — | — | (221 | ) | (368 | ) | |||||||||||||
| Adjusted net income (D=A+B-C) – Non-GAAP | $ | 21,809 | $ | 21,491 | $ | 21,865 | $ | 20,195 | $ | 19,332 | ||||||||||
| Average assets (E) | $ | 5,548,814 | $ | 5,505,311 | $ | 5,420,830 | $ | 5,374,772 | $ | 5,425,697 | ||||||||||
| Return on average assets (= A / E) – most directly comparable GAAP-based measure (1) | 1.59 | % | 1.55 | % | 1.60 | % | 1.45 | % | 1.35 | % | ||||||||||
| Return on average assets, adjusted (= D / E) – Non-GAAP (1) | n/a | n/a | n/a | 1.51 | % | 1.45 | % | |||||||||||||
| Average equity (F) | $ | 599,330 | $ | 578,859 | $ | 551,945 | $ | 535,684 | $ | 523,689 | ||||||||||
| Return on average equity (= A / F) – most directly comparable GAAP-based measure (1) | 14.76 | % | 14.73 | % | 15.72 | % | 14.56 | % | 13.98 | % | ||||||||||
| Return on average equity, adjusted (= D / F) – Non-GAAP (1) | n/a | 14.73 | % | 15.72 | % | 15.12 | % | 14.97 | % | |||||||||||
| Weighted average shares – basic (G) – most directly comparable GAAP-based measure | 19,274 | 19,251 | 19,224 | 19,173 | 19,157 | |||||||||||||||
| Basic earnings (loss) per share (= A / G) – most directly comparable GAAP-based measure | $ | 1.13 | $ | 1.12 | $ | 1.14 | $ | 1.01 | $ | 0.94 | ||||||||||
| Basic earnings per share, adjusted (= D / G) – Non-GAAP | n/a | n/a | n/a | $ | 1.05 | $ | 1.01 | |||||||||||||
| Weighted average shares – diluted (H) – most directly comparable GAAP-based measure | 19,410 | 19,384 | 19,364 | 19,342 | 19,328 | |||||||||||||||
| Diluted earnings (loss) per share (= A / H) – most directly comparable GAAP-based measure | $ | 1.12 | $ | 1.11 | $ | 1.13 | $ | 1.01 | $ | 0.93 | ||||||||||
| Diluted earnings per share, adjusted (= D / H) – Non-GAAP | n/a | n/a | n/a | $ | 1.04 | $ | 1.00 | |||||||||||||
| Three Months Ended | ||||||||||||||||||||
| March 31, 2026 | December 31, 2025 | September 30, 2025 | June 30, 2025 | March 31, 2025 | ||||||||||||||||
| Noninterest expense (I) – most directly comparable GAAP-based measure | $ | 36,728 | $ | 37,355 | $ | 36,297 | $ | 37,614 | $ | 38,176 | ||||||||||
| Less: Merger-related expenses (B) | — | — | — | (968 | ) | (1,649 | ) | |||||||||||||
| Adjusted noninterest expense (J = I – B) – Non-GAAP | $ | 36,728 | $ | 37,355 | $ | 36,297 | $ | 36,646 | $ | 36,527 | ||||||||||
| Net interest income (K) | $ | 49,005 | $ | 50,531 | $ | 50,988 | $ | 49,512 | $ | 48,761 | ||||||||||
| Noninterest income (L) | 15,577 | 14,392 | 13,382 | 12,915 | 11,624 | |||||||||||||||
| Total operating income (M = K + L) | $ | 64,582 | $ | 64,923 | $ | 64,370 | $ | 62,427 | $ | 60,385 | ||||||||||
| Efficiency ratio (= I / M) – most directly comparable GAAP-based measure | 56.9 | % | 57.5 | % | 56.4 | % | 60.3 | % | 63.2 | % | ||||||||||
| Efficiency ratio, adjusted (= J / M) – Non-GAAP | n/a | n/a | n/a | 58.7 | % | 60.5 | % | |||||||||||||
| (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 March 31, 2026:
(In thousands)
| Sector | Portfolio Mix | Amortized Book | Fair Value | Credit Enhancement | AAA | AA | A | BBB | BB | NR | Collateral / Guarantee Type | ||||||||||||||||||||
| Unsecured ABS | — | % | $ | 2,455 | $ | 2,383 | 29 | % | — | % | — | % | — | % | — | % | — | % | 100 | % | Unsecured Consumer Debt | ||||||||||
| Student Loan ABS | — | 2,809 | 2,803 | 31 | — | — | — | — | — | 100 | Seasoned Student Loans | ||||||||||||||||||||
| Federal Family Education Loan ABS | 7 | 70,295 | 69,987 | 12 | — | 47 | 33 | 7 | 13 | — | Federal Family Education Loan(1) | ||||||||||||||||||||
| PACE Loan ABS | — | 1,634 | 1,494 | 7 | 100 | — | — | — | — | — | PACE Loans(2) | ||||||||||||||||||||
| Non-Agency CMBS | 3 | 27,043 | 27,051 | 29 | — | — | — | — | — | 100 | |||||||||||||||||||||
| Non-Agency RMBS | 4 | 35,718 | 34,599 | 16 | 93 | 7 | — | — | — | — | Reverse Mortgages(3) | ||||||||||||||||||||
| Municipal – General Obligation | 10 | 99,842 | 92,721 | 16 | 78 | 6 | — | — | — | ||||||||||||||||||||||
| Municipal – Revenue | 13 | 119,566 | 107,627 | — | 82 | 12 | — | — | 6 | ||||||||||||||||||||||
| SBA ReRemic (5) | — | 1,460 | 1,444 | — | 100 | — | — | — | — | SBA Guarantee(4) | |||||||||||||||||||||
| Small Business Administration | — | 2,821 | 2,884 | — | 100 | — | — | — | — | SBA Guarantee(4) | |||||||||||||||||||||
| Agency MBS | 25 | 242,363 | 240,315 | — | 100 | — | — | — | — | Residential Mortgages(4) | |||||||||||||||||||||
| Agency CMO | 36 | 350,010 | 347,290 | — | 100 | — | — | — | — | ||||||||||||||||||||||
| U.S. Treasury securities | 2 | 15,014 | 14,197 | — | 100 | — | — | — | — | U.S. Government Guarantee(4) | |||||||||||||||||||||
| Corporate bonds | — | 1,950 | 1,983 | — | — | 51 | 49 | — | — | ||||||||||||||||||||||
| 100 | % | $ | 972,980 | $ | 946,778 | 5 | % | 84 | % | 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 $5.6 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, 2025 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.
