Core Viewpoint - Orrstown Financial Services (ORRF) is positioned well to potentially beat earnings estimates in its upcoming quarterly report, supported by a solid history of exceeding expectations [1]. Group 1: Earnings Performance - Orrstown Financial Services has a track record of surpassing earnings estimates, particularly in the last two quarters, with an average surprise of 5.16% [2]. - In the last reported quarter, the company achieved earnings of $1.04 per share, exceeding the Zacks Consensus Estimate of $0.99 per share, resulting in a surprise of 5.05% [3]. - For the previous quarter, Orrstown was expected to report earnings of $0.95 per share but delivered $1 per share, yielding a surprise of 5.26% [3]. Group 2: Earnings Estimates and Predictions - Earnings estimates for Orrstown have been trending upward, influenced by its history of earnings surprises [6]. - The stock currently has a positive Zacks Earnings ESP (Expected Surprise Prediction) of +2.83%, indicating increased analyst optimism regarding its near-term earnings potential [9]. - The combination of a positive Earnings ESP and a Zacks Rank of 3 (Hold) suggests a strong possibility of another earnings beat in the upcoming report [9]. Group 3: Earnings ESP Insights - Research indicates that stocks with a positive Earnings ESP and a Zacks Rank of 3 or better have a nearly 70% chance of producing a positive surprise [7]. - The Zacks Earnings ESP compares the Most Accurate Estimate to the Zacks Consensus Estimate, with the Most Accurate Estimate reflecting the latest analyst revisions [8]. - It is crucial for investors to check a company's Earnings ESP prior to quarterly releases to enhance the likelihood of successful investment decisions [11].

Core Points - Orrstown Financial Services, Inc. will report its third quarter 2025 earnings on October 21, 2025, after market close [1] - A conference call and webcast to discuss the quarterly results will take place on October 22, 2025, at 9:00 am ET [1] Earnings Release Details - Earnings Release Date: October 21, 2025, After Market Close [1] - Conference Call and Webcast Date: October 22, 2025, 9:00 am ET [1] - Webcast Link: https://events.q4inc.com/attendee/959187028 [2] - Telephone Participation: - USA / International Toll: +1 (646) 307-1963 - USA Toll-Free: (800) 715-9871 - Canada Toll: (647) 932-3411 - Canada Toll-Free: (800) 715-9871 - Conference ID: 5555102 [2] Recorded Playback Information - Audio Recording Availability: Until October 29, 2025 - Playback Numbers: - US & Canada Toll-Free: +1(800) 770-2030 - US Toll: +1(609) 800-9909 - Canada Toll: +1(647) 362-9199 - Playback ID: 5555102 [3] - Audio recording will also be available on the Investor Relations section of the Company's website [3] Company Overview - Orrstown Financial Services, Inc. has $5.4 billion in assets and offers a variety of consumer and business financial services across multiple counties in Pennsylvania and Maryland [4] - The lending area includes counties in Pennsylvania, Maryland, Delaware, Virginia, West Virginia, and the District of Columbia within a 75-mile radius of the Company's offices [4] - The common stock of Orrstown Financial Services, Inc. is traded on NASDAQ under the symbol "ORRF" [4]

Core Viewpoint - Orrstown Financial Services (ORRF) has shown a downtrend recently, with a 7.4% loss over the past two weeks, but a hammer chart pattern suggests a potential trend reversal [1][2] Technical Analysis - The hammer chart pattern indicates a possible bottoming out, suggesting that selling pressure may be subsiding [2][5] - A hammer pattern forms when there is a small candle body with a long lower wick, indicating that buyers are starting to emerge after a downtrend [4][5] - The occurrence of this pattern at the bottom of a downtrend signals that bears may be losing control, which could lead to a trend reversal [5] Fundamental Analysis - There has been a positive trend in earnings estimate revisions for ORRF, which is a bullish indicator [7] - The consensus EPS estimate for the current year has increased by 2.8% over the last 30 days, indicating analysts' confidence in the company's earnings potential [8] - ORRF holds a Zacks Rank of 2 (Buy), placing it in the top 20% of over 4,000 ranked stocks, which typically outperform the market [9][10]

[PART I – FINANCIAL INFORMATION](index=3&type=section&id=Part%20I%20%E2%80%93%20FINANCIAL%20INFORMATION) This section presents the company's unaudited condensed consolidated financial statements and related disclosures. [Glossary of Defined Terms](index=3&type=section&id=Glossary%20of%20Defined%20Terms) This section defines key financial and operational terms and acronyms for clarity and consistent understanding. - Defines key financial and operational terms like ACL (Allowance for credit losses), CECL (Current expected credit losses), AFS (Available-for-sale), and various regulatory bodies and financial instruments[9](index=9&type=chunk) [Item 1. Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) Presents unaudited condensed consolidated financial statements and notes on accounting policies and key financial items. - The company operates as a financial holding company through Orrstown Bank, providing banking and financial advisory services in Pennsylvania and Maryland[24](index=24&type=chunk) - The unaudited condensed consolidated financial statements are prepared in accordance with GAAP for interim financial information and SEC rules[25](index=25&type=chunk) [Condensed Consolidated Balance Sheets (Unaudited)](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheets%20(Unaudited)) - Total assets decreased by $53.9 million to $5,387.6 million at June 30, 2025, from $5,441.6 million at December 31, 2024. Total liabilities decreased by $85.7 million, while total shareholders' equity increased by $31.8 million over the same period[11](index=11&type=chunk) | Metric | June 30, 2025 (in thousands) | December 31, 2024 (in thousands) | | :--------------------------------- | :----------------------------- | :------------------------------- | | Total assets | $5,387,645 | $5,441,589 | | Total liabilities | $4,839,197 | $4,924,907 | | Total shareholders' equity | $548,448 | $516,682 | | Cash and cash equivalents | $149,377 | $248,874 | | Securities available for sale | $885,373 | $829,711 | | Net loans | $3,883,481 | $3,882,525 | | Total deposits | $4,516,625 | $4,623,096 | [Condensed Consolidated Statements of Income (Unaudited)](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Income%20(Unaudited)) - Net income for the three months ended June 30, 2025, was $19.4 million, up from $7.7 million in the prior year, and for the six months, it was $37.5 million, up from $16.3 million, primarily due to the Codorus Valley merger[12](index=12&type=chunk)[204](index=204&type=chunk) | Metric | Three Months Ended June 30, 2025 (in thousands) | Three Months Ended June 30, 2024 (in thousands) | Six Months Ended June 30, 2025 (in thousands) | Six Months Ended June 30, 2024 (in thousands) | | :--------------------------------- | :------------------------------------------ | :------------------------------------------ | :---------------------------------------- | :---------------------------------------- | | Net income | $19,448 | $7,738 | $37,499 | $16,269 | | Diluted earnings per share | $1.01 | $0.73 | $1.94 | $1.55 | | Total interest income | $74,833 | $43,281 | $150,352 | $85,931 | | Total interest expense | $25,321 | $17,178 | $52,079 | $32,947 | | Net interest income | $49,512 | $26,103 | $98,273 | $52,984 | | Total noninterest income | $12,915 | $7,172 | $24,539 | $13,802 | | Total noninterest expenses | $37,614 | $22,639 | $75,790 | $45,108 | | Income tax expense | $5,256 | $2,086 | $9,968 | $4,299 | | Dividends paid per share | $0.26 | $0.20 | $0.52 | $0.40 | [Condensed Consolidated Statements of Comprehensive Income (Unaudited)](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Comprehensive%20Income%20(Unaudited)) - Total comprehensive income increased significantly to **$18.99 million** for the three months and **$39.34 million** for the six months ended June 30, 2025, driven by higher net income and a shift from unrealized losses to gains on available-for-sale securities for the six-month period[15](index=15&type=chunk) - Unrealized gains on AFS securities arising during the six months ended June 30, 2025, were **$3,752 thousand**, a significant improvement from a **$1,769 thousand loss** in the prior year[15](index=15&type=chunk) - Unrealized losses on interest rate swaps used in cash flow hedges for the six months ended June 30, 2025, were **$(1,374) thousand**, compared to a **$1,862 thousand gain** in the prior year[15](index=15&type=chunk) | Metric | Three Months Ended June 30, 2025 (in thousands) | Three Months Ended June 30, 2024 (in thousands) | Six Months Ended June 30, 2025 (in thousands) | Six Months Ended June 30, 2024 (in thousands) | | :------------------------------------------------- | :------------------------------------------ | :------------------------------------------ | :---------------------------------------- | :---------------------------------------- | | Net income | $19,448 | $7,738 | $37,499 | $16,269 | | Total other comprehensive (loss) income, net of tax | $(455) | $264 | $1,837 | $72 | | Total comprehensive income | $18,993 | $8,002 | $39,336 | $16,341 | [Condensed Consolidated Statements of Changes in Shareholders' Equity (Unaudited)](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Changes%20in%20Shareholders'%20Equity%20(Unaudited)) - Total shareholders' equity increased to **$548.4 million** at June 30, 2025, from **$516.7 million** at January 1, 2025, primarily due to net income of **$37.5 million** and other comprehensive income of **$1.8 million**, partially offset by **$10.1 million** in cash dividends[16](index=16&type=chunk)[329](index=329&type=chunk) | Metric | Six Months Ended June 30, 2025 (in thousands) | Six Months Ended June 30, 2024 (in thousands) | | :--------------------------------- | :---------------------------------------- | :---------------------------------------- | | Balance, January 1 | $516,682 | $265,056 | | Net income | $37,499 | $16,269 | | Total other comprehensive income, net of taxes | $1,837 | $72 | | Cash dividends paid | $(10,116) | $(4,266) | | Balance, June 30 | $548,448 | $278,376 | [Condensed Consolidated Statements of Cash Flows (Unaudited)](index=10&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows%20(Unaudited)) - Net cash provided by operating activities increased to **$35.4 million** for the six months ended June 30, 2025, from **$19.1 million** in the prior year, but overall cash and cash equivalents decreased by **$99.5 million** due to investing and financing activities[20](index=20&type=chunk) - Cash paid for interest increased to **$52,645 thousand** for the six months ended June 30, 2025, from **$33,044 thousand** in the prior year[21](index=21&type=chunk) | Metric | Six Months Ended June 30, 2025 (in thousands) | Six Months Ended June 30, 2024 (in thousands) | | :------------------------------------ | :---------------------------------------- | :---------------------------------------- | | Net cash provided by operating activities | $35,430 | $19,103 | | Net cash used in investing activities | $(42,688) | $(73,312) | | Net cash (used in) provided by financing activities | $(92,239) | $121,557 | | Net (decrease) increase in cash and cash equivalents | $(99,497) | $67,348 | | Cash and cash equivalents at end of period | $149,377 | $132,509 | [Notes to Condensed Consolidated Financial Statements (Unaudited)](index=12&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements%20(Unaudited)) The notes provide detailed disclosures on significant accounting policies and various financial statement components. - The notes provide detailed disclosures on significant accounting policies, the Codorus Valley merger, investment securities, loans and allowance for credit losses, leases, goodwill and other intangible assets, share-based compensation, deposits, derivative financial instruments, shareholders

Financial Data and Key Metrics Changes - GAAP earnings were strong with core earnings continuing to increase, return on average assets was 1.51% and return on average equity was 15.12% for Q2 2025 compared to 1.45% and 14.97% respectively for Q1 2025 [5][6] - Net interest margin (NIM) increased to 4.07% in Q2 2025 from 4% in Q1 2025, with expectations for further upside [6][14] - Noninterest income increased by $1.3 million quarter-over-quarter, with fee income as a percentage of operating revenue improving to 21% [6][15] Business Line Data and Key Metrics Changes - Total loan growth was 6% on an annualized basis for the quarter, with commercial loan growth at 2% [9][10] - Wealth management fees remained the largest component of fee income, with assets under management reaching $3 billion [7][15] - Noninterest expense declined by approximately $600,000 in the quarter, indicating improved cost management [18][19] Market Data and Key Metrics Changes - The loan pipeline is reported to be the strongest since the merger, reflecting a resilient regional economy [10][11] - Credit quality remains sound with net charge-offs being nominal and classified loans decreasing by 14% [11][21] - The average yield on loans was 6.5%, impacted by lower purchase accounting accretion [23] Company Strategy and Development Direction - The company aims to enhance its wealth management business and is focused on talent acquisition to support growth [7][48] - A share repurchase program of up to 500,000 shares was authorized, indicating confidence in the company's valuation [11][12] - The company is considering strategic opportunities, including potential acquisitions, while maintaining a focus on shareholder value [26][70] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism about future earnings growth as loan growth accelerates and expenses are expected to decline [5][8] - The competitive lending environment is acknowledged, but management remains confident in their ability to grow loans prudently [10][15] - The company is asset sensitive, and potential rate cuts could negatively impact net interest income, but management is focused on managing deposit costs [42][44] Other Important Information - The efficiency ratio improved to 58.7% in Q2 2025 from 60.5% in Q1 2025, with expectations for further improvement [8][19] - The board voted to increase the quarterly dividend by $0.01 per share, marking the third increase in the past year [12] Q&A Session Summary Question: Are there still other credits in the Codorus Valley deal that you are looking to move off of or sell? - Management indicated that while there may be a couple of loans to consider selling, they have been successful in working them out with minimal charge-offs [31] Question: Is there a capital level you would like to reach before considering another acquisition? - Management stated they are at premerger capital levels and feel confident about their position for potential acquisitions [36] Question: Can you provide commentary on the potential for NIM expansion in Q3 with possible rate cuts? - Management acknowledged that rate cuts could negatively impact net interest income but emphasized the importance of properly pricing loans [42][44] Question: What initiatives are in place for growth in the wealth management business? - Management highlighted opportunities for growth through talent acquisition and expanding in markets like Maryland and Lancaster [48] Question: How has the sentiment of commercial clients changed recently? - Management reported that the loan pipeline is the largest since the merger, indicating positive sentiment among commercial clients [52] Question: What is the current line utilization rate in the commercial portfolio? - Management noted that line utilization rates have remained stable and modest [61] Question: Are you ready for another transaction a year after the Codorus Valley deal? - Management expressed that they are looking for opportunities that add value and are focused on best practices for future acquisitions [70]

Financial Data and Key Metrics Changes - GAAP earnings were strong with core earnings continuing to increase, return on average assets was 1.51% and return on average equity was 15.12% for Q2 2025 compared to 1.45% and 14.97% respectively for Q1 2025 [5][6] - Net interest margin (NIM) increased to 4.07% in Q2 2025 from 4% in Q1 2025, with expectations for further upside [6][15] - Fee income as a percentage of operating revenue was 21% during the quarter, an improvement from prior periods, with noninterest income increasing by $1.3 million quarter over quarter [6][16] Business Line Data and Key Metrics Changes - Total loan growth was 6% on an annualized basis, with commercial loan growth at 2% [9][10] - Wealth management fees remained the largest component of fee income, with assets under management reaching $3 billion [7][16] - Noninterest expense declined by approximately $600,000 in the quarter, including merger-related expenses of almost $1 million [19][20] Market Data and Key Metrics Changes - The loan pipeline is reported to be the highest since the merger, reflecting a strong regional economy and engagement with clients [11][12] - Credit quality remains sound with net charge-offs being nominal and classified loans decreasing by 14% [12][22] - The average yield on loans was 6.5%, impacted by lower purchase accounting accretion [24] Company Strategy and Development Direction - The company is focused on enhancing liquidity, building capital, and accelerating commercial lending while considering share buybacks due to perceived undervaluation [27] - There is a strong emphasis on talent acquisition to support growth, particularly in the wealth management sector [48][55] - The company is open to future acquisitions that add value to the franchise, focusing on geographic proximity and complementary services [66][67] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism about the future, citing a strong loan pipeline and positive client sentiment despite market noise [52] - The company anticipates continued improvement in profitability and efficiency, with expectations for expenses to decline further [8][20] - Management acknowledged the competitive lending environment but remains confident in their ability to grow loans prudently [11][16] Other Important Information - The board authorized a share repurchase program of up to 500,000 shares and increased the quarterly dividend by $0.01 per share [13] - Regulatory capital ratios are now at or above pre-merger levels, providing options for growth [26] Q&A Session Summary Question: Are there still other credits in the Codorus Valley deal that you are looking to move off of or sell? - Management indicated that while there might be a couple of loans to consider for sale, they have been successful in working them out with minimal charge-offs [32] Question: Is there a capital level you would like to reach before considering another acquisition? - Management stated they are at pre-merger levels and feel comfortable moving forward without needing outside capital for future deals [35] Question: How would potential Fed rate cuts impact NIM? - Management noted that while rate cuts could negatively impact net interest income, they would continue to push on the loan side to offset some of that impact [42][43] Question: What initiatives are in place for growth in the wealth management business? - Management highlighted opportunities for growth through talent acquisition and expansion in key markets [48][49] Question: How has the sentiment of commercial clients changed recently? - Management reported that the pipeline is the largest since the merger, indicating positive sentiment among commercial clients [52] Question: What is the current line utilization rate on the commercial portfolio? - Management stated that line utilization rates have remained stable and modest [58] Question: Are you ready for another transaction a year after the Codorus Valley deal? - Management expressed that they are looking for opportunities that add value and are focused on best practices for future acquisitions [66][67]

Financial Performance Highlights - Net income for 2Q25 was $19.4 million, a 7.7% increase quarter-over-quarter and a 151.3% increase year-over-year[7] - Adjusted net income for 2Q25 was $20.2 million, up 4.5% from the previous quarter and 131.2% compared to 2Q24[7] - Diluted EPS reached $1.01, showing a 7.7% increase from 1Q25 and a 37.1% increase from 2Q24[7] - Adjusted diluted EPS was $1.04, a 4% increase from 1Q25 and a 25.3% increase from 2Q24[7] - The company's assets totaled $5,387.6 million, representing a 68.4% increase compared to $3,198.8 million in 2Q24, but a decrease of 1% from $5,441.6 million in 1Q25[7] - Loans amounted to $3,931.4 million, a 1.4% increase from the previous quarter and a 67.5% increase from $2,347.6 million in 2Q24[7] - Deposits totaled $4,516.6 million, a decrease of 2.5% from the previous quarter but a 67.1% increase from $2,702.9 million in 2Q24[7] Profitability and Efficiency - Annualized ROAA was 1.45%, a 10 bps increase from the previous quarter and a 48 bps increase year-over-year[7] - Adjusted annualized ROAA was 1.51%, a 6 bps increase from 1Q25 and a 42 bps increase from 2Q24[7] - The efficiency ratio improved to 60.25%, a decrease of 297 bps from the previous quarter and 778 bps from 2Q24[7] - Adjusted efficiency ratio was 58.70%, a decrease of 180 bps from 1Q25 and 590 bps from 2Q24[7] - Net interest margin improved to 4.07%, a 7 bps increase from the previous quarter and a 52 bps increase year-over-year[7]

[Second Quarter 2025 Financial Highlights](index=1&type=section&id=Second%20Quarter%202025%20Financial%20Highlights) [Overview of Q2 2025 Performance](index=1&type=section&id=Overview%20of%20Q2%202025%20Performance) Orrstown Financial Services reported strong Q2 2025 results with increased net income, improved net interest margin, and balance sheet growth Q2 2025 Financial Performance | Metric | Q2 2025 | Q1 2025 | Q2 2024 | | :--- | :--- | :--- | :--- | | Net Income | $19.4 million | $18.1 million | $7.7 million | | Diluted EPS | $1.01 | $0.93 | $0.73 | | Adjusted Net Income (Non-GAAP) | $20.2 million | $19.3 million | $8.7 million | | Adjusted Diluted EPS (Non-GAAP) | $1.04 | $1.00 | $0.83 | - Net interest margin (tax-equivalent) expanded to **4.07%** in Q2 2025 from **4.00%** in Q1 2025, positively impacted by **50 basis points** from purchase accounting accretion[3](index=3&type=chunk) - Loans grew by **$55.4 million** (**6% annualized**) from the previous quarter, while classified loans decreased by **$10.4 million**, indicating improved credit quality[3](index=3&type=chunk) - The Board of Directors increased the quarterly cash dividend by **$0.01** to **$0.27 per share** and authorized a new share repurchase program for up to **500,000 shares**[3](index=3&type=chunk) [Management Commentary](index=2&type=section&id=Management%20Commentary) Management expressed satisfaction with post-merger performance, highlighting strong loan pipeline, improved margin, and efficiency focus - Management is pleased with achieving metrics near the top of peers one year after the merger with Codorus Valley Bancorp[4](index=4&type=chunk) - The commercial loan pipeline remains strong for Q3, despite lower-than-expected growth in Q2, with a continued focus on maintaining credit quality[4](index=4&type=chunk) - Meaningful merger-related expenses are not anticipated in the future, and the company is implementing process improvements to boost efficiency and support growth[4](index=4&type=chunk) [Discussion of Results](index=3&type=section&id=DISCUSSION%20OF%20RESULTS) [Balance Sheet Analysis](index=3&type=section&id=Balance%20Sheet%20Analysis) The balance sheet showed loan and investment growth funded by decreased deposits and increased FHLB borrowings [Loans](index=3&type=section&id=Loans) - Loans held for investment increased by **$55.4 million** to **$3.9 billion** at June 30, 2025. The growth was driven by a **$37.9 million** increase in residential mortgages and a **$16.1 million** increase in commercial loans. This included a **$25.4 million** purchase of property assessed clean energy (PACE) loans[5](index=5&type=chunk) [Investment Securities](index=3&type=section&id=Investment%20Securities) - Investment securities increased by **$29.9 million** to **$885.4 million** at June 30, 2025. The bank purchased **$50.1 million** in securities, offset by **$20.4 million** in paydowns. The portfolio's duration slightly increased from **4.3 to 4.5 years**[6](index=6&type=chunk) [Deposits](index=3&type=section&id=Deposits) - Total deposits decreased by **$117.1 million** to **$4.5 billion**, primarily due to a **$58.0 million** decline in time deposits and a **$35.8 million** drop in money market deposits from the run-off of higher-yielding promotional balances. This caused the loan-to-deposit ratio to increase from **84% to 87%**[7](index=7&type=chunk) [Borrowings](index=3&type=section&id=Borrowings) - FHLB advances and other borrowings increased by **$36.0 million** to **$136.3 million**. This was due to higher utilization of overnight borrowings to compensate for the decline in deposit balances and fund lending and investing activities. The Bank maintained approximately **$1.7 billion** in available alternative funding sources[8](index=8&type=chunk) [Income Statement Analysis](index=4&type=section&id=Income%20Statement%20Analysis) Q2 2025 income statement shows improved profitability with increased net interest income, expanded margin, and controlled expenses [Net Interest Income and Margin](index=4&type=section&id=Net%20Interest%20Income%20and%20Margin) Net Interest Income and Margin | Metric | Q2 2025 | Q1 2025 | | :--- | :--- | :--- | | Net Interest Income | $49.5 million | $48.8 million | | Net Interest Margin (Tax-Equivalent) | 4.07% | 4.00% | - The increase in NIM was primarily driven by a **12 basis point** decline in the cost of funds, which was partially offset by a **7 basis point** decrease in the yield on loans[9](index=9&type=chunk) - The net accretion impact of purchase accounting marks positively contributed **$5.2 million** to NII in Q2 2025, down from **$6.9 million** in Q1 2025 due to lower accelerated accretion[10](index=10&type=chunk) [Provision for Credit Losses on Loans](index=4&type=section&id=Provision%20for%20Credit%20Losses%20on%20Loans) Provision for Credit Losses on Loans | Metric | Q2 2025 | Q1 2025 | | :--- | :--- | :--- | | Provision Expense | $0.2 million | ($0.6 million) recovery | | Net Charge-offs | $0.1 million | $0.3 million | | ACL to Total Loans | 1.22% | 1.23% | - Credit quality improved as classified loans decreased by **$10.4 million** to **$65.8 million**, and non-accrual loans to total loans fell to **0.57%** from **0.59%**[15](index=15&type=chunk) [Noninterest Income](index=4&type=section&id=Noninterest%20Income) - Noninterest income increased by **$1.3 million** to **$12.9 million** in Q2 2025. Key contributors to the increase were swap fee income (up **$0.3 million**), income from service charges (up **$0.2 million**), mortgage banking activities (up **$0.2 million**), and other income (up **$0.7 million**)[16](index=16&type=chunk)[17](index=17&type=chunk)[18](index=18&type=chunk) [Noninterest Expenses](index=5&type=section&id=Noninterest%20Expenses) - Noninterest expenses decreased by **$0.6 million** to **$37.6 million** in Q2 2025. This was primarily due to a **$0.6 million** reduction in merger-related expenses, which are not expected to be meaningful going forward. The decrease was partially offset by a **$1.0 million** increase in salaries and benefits, which included **$0.6 million** in severance costs[19](index=19&type=chunk)[20](index=20&type=chunk)[21](index=21&type=chunk) [Income Taxes](index=5&type=section&id=Income%20Taxes) - The effective tax rate was **21.3%** for Q2 2025, compared to **20.7%** for Q1 2025. The rate is higher than the **21%** federal statutory rate mainly due to the disallowed portion of interest expense related to tax-exempt investments[25](index=25&type=chunk) [Capital Position](index=5&type=section&id=Capital%20Position) The company's capital position strengthened in Q2 2025, with increased shareholders' equity and improved regulatory ratios - Shareholders' equity increased by **$15.5 million** to **$548.4 million** at June 30, 2025, primarily due to **$19.4 million** in net income, partially offset by **$5.1 million** in dividend payments[26](index=26&type=chunk) Capital Metrics | Capital Metric | June 30, 2025 | March 31, 2025 | | :--- | :--- | :--- | | Tangible Book Value per Share | $22.77 | $21.99 | | Tangible Common Equity Ratio | 8.3% | 7.9% | | Tier 1 Leverage Ratio | 9.0% | 8.6% | | Tier 1 Common Equity Capital Ratio | 10.9% | 10.6% | | Total Risk-Based Capital Ratio | 13.3% | 13.1% | - All four capital ratios applicable to the Company were above regulatory minimum levels to be deemed 'well capitalized' under current bank regulatory guidelines[28](index=28&type=chunk) - On June 20, 2025, the Board of Directors authorized a share repurchase program for up to **500,000 shares** of its common stock[29](index=29&type=chunk) [Financial Tables](index=7&type=section&id=Financial%20Tables) [Financial Highlights](index=7&type=section&id=Financial%20Highlights) This section summarizes key financial results, ratios, balance sheet data, and credit quality for Q2 2025 and prior periods [Consolidated Balance Sheets](index=9&type=section&id=Consolidated%20Balance%20Sheets) This table presents the unaudited consolidated balance sheets, detailing assets, liabilities, and equity as of June 30, 2025 [Condensed Consolidated Statements of Income](index=10&type=section&id=Condensed%20Consolidated%20Statements%20of%20Income) This section provides unaudited consolidated income statements, detailing income, expenses, and per-share data for Q2 2025 [Analysis of Net Interest Income](index=12&type=section&id=Analysis%20of%20Net%20Interest%20Income) These tables analyze net interest income on a taxable-equivalent basis, detailing average balances, interest, and yields/rates [Historical Trends in Quarterly Financial Data](index=16&type=section&id=Historical%20Trends%20in%20Quarterly%20Financial%20Data) This section presents five-quarter trends of key financial data, including profitability, ratios, balance sheet, and credit quality [Appendices](index=20&type=section&id=Appendices) [Appendix A: Non-GAAP Reconciliations](index=20&type=section&id=Appendix%20A-%20Supplemental%20Reporting%20of%20Non-GAAP%20Measures%20and%20GAAP%20to%20Non-GAAP%20Reconciliations) This appendix reconciles non-GAAP financial measures to GAAP, explaining adjustments for non-recurring items like merger expenses - Management provides non-GAAP measures to help investors understand the financial results without the effect of non-recurring charges, such as merger-related expenses[48](index=48&type=chunk) - The company incurred merger-related expenses of **$1.0 million** in Q2 2025 and **$1.6 million** in Q1 2025, which are adjusted for in the non-GAAP calculations[49](index=49&type=chunk) - The document provides detailed tables to reconcile GAAP measures like Shareholders' Equity, Net Income, and Efficiency Ratio to their non-GAAP counterparts (Tangible Common Equity, Adjusted Net Income, Adjusted Efficiency Ratio)[51](index=51&type=chunk)[53](index=53&type=chunk)[54](index=54&type=chunk) [Appendix B: Investment Portfolio Concentrations](index=24&type=section&id=Appendix%20B-%20Investment%20Portfolio%20Concentrations) This appendix details the high credit quality and composition of the $885.2 million investment portfolio as of June 30, 2025 Investment Portfolio Mix | Portfolio Mix | % of Total | Key Collateral/Guarantee | | :--- | :--- | :--- | | Agency CMO | 38% | U.S. government agencies | | Agency MBS | 22% | U.S. government agencies | | Municipal - Revenue | 13% | N/A | | Municipal - General Obligation | 11% | N/A | | Federal Family Education Loan ABS | 8% | 97% guaranteed by U.S. government | - The investment portfolio demonstrates high credit quality, with **85%** of its rated holdings rated **AA** and **4%** rated **AAA**. The majority of the portfolio is guaranteed by the U.S. government or its agencies[55](index=55&type=chunk) [Company Information and Forward-Looking Statements](index=25&type=section&id=Company%20Information%20and%20Forward-Looking%20Statements) [About the Company](index=25&type=section&id=About%20the%20Company) Orrstown Financial Services, Inc. is a $5.4 billion financial holding company offering diverse services across PA and MD - The company has **$5.4 billion** in assets and operates through its subsidiary, Orrstown Bank[56](index=56&type=chunk) - Primary service areas include Berks, Cumberland, Dauphin, Franklin, Lancaster, Perry, and York Counties in Pennsylvania, and Anne Arundel, Baltimore, Harford, Howard, and Washington Counties in Maryland[56](index=56&type=chunk) [Cautionary Note Regarding Forward-Looking Statements](index=25&type=section&id=Cautionary%20Note%20Regarding%20Forward-Looking%20Statements) This note warns that forward-looking statements are subject to risks and uncertainties, and actual results may differ materially - Forward-looking statements are subject to risks and uncertainties and are not guarantees of future performance[57](index=57&type=chunk) - Key risk factors include interest rate volatility, general economic conditions, competition, credit quality changes, and the possibility that anticipated merger benefits are not realized[57](index=57&type=chunk) - The company disclaims any obligation to publicly update forward-looking statements[58](index=58&type=chunk)

Group 1: Earnings Performance - Orrstown Financial Services reported quarterly earnings of $1.04 per share, exceeding the Zacks Consensus Estimate of $0.99 per share, and up from $0.83 per share a year ago, representing an earnings surprise of +5.05% [1] - The company posted revenues of $62.43 million for the quarter ended June 2025, surpassing the Zacks Consensus Estimate by 1.34%, compared to year-ago revenues of $33.28 million [2] - Over the last four quarters, Orrstown has surpassed consensus EPS estimates three times and topped consensus revenue estimates two times [2] Group 2: Stock Performance and Outlook - Orrstown shares have declined approximately 8.4% since the beginning of the year, while the S&P 500 has gained 7.2% [3] - The company's earnings outlook is crucial for investors, as it includes current consensus earnings expectations for upcoming quarters and any recent changes to these expectations [4] - The current consensus EPS estimate for the coming quarter is $1.03 on revenues of $62.8 million, and for the current fiscal year, it is $4.06 on revenues of $248.05 million [7] Group 3: Industry Context - The Zacks Industry Rank for Banks - Northeast is currently in the top 30% of over 250 Zacks industries, indicating a favorable outlook for the sector [8] - Empirical research shows a strong correlation between near-term stock movements and trends in earnings estimate revisions, which can be tracked by investors [5] - Another bank in the same industry, Bar Harbor Bankshares, is expected to report quarterly earnings of $0.70 per share, reflecting a year-over-year change of +6.1% [9]

Core Viewpoint Orrstown Financial Services, Inc. reported strong financial performance for the second quarter of 2025, with significant increases in net income and earnings per share compared to previous quarters, driven by improved net interest margins and effective management of expenses and credit quality. Financial Performance - Net income for the three months ended June 30, 2025, was $19.4 million, up from $18.1 million in the previous quarter and $7.7 million in the same quarter last year [1][8] - Diluted earnings per share increased to $1.01 from $0.93 in the first quarter of 2025 and $0.73 in the second quarter of 2024 [1][8] - Excluding merger-related expenses, net income was $20.2 million and diluted earnings per share was $1.04 for the second quarter of 2025 [1][8] Balance Sheet Highlights - Loans held for investment rose by $55.4 million to $3.9 billion from March 31, 2025 [3] - Investment securities increased by $29.9 million to $885.4 million [4] - Total deposits decreased by $117.1 million to $4.5 billion, leading to an increase in the loan-to-deposit ratio to 87% [5] Income Statement Insights - Net interest income was $49.5 million, up from $48.8 million in the previous quarter [7] - The net interest margin improved to 4.07% from 4.00% in the first quarter of 2025, primarily due to a decline in the cost of funds [7][9] - Noninterest income increased by $1.3 million to $12.9 million [16] Credit Quality and Provisions - The allowance for credit losses on loans increased slightly to $47.9 million, with a provision expense of $0.2 million for the quarter [14] - Classified loans decreased by $10.4 million to $65.8 million, indicating improved asset quality [15] Noninterest Expenses - Noninterest expenses decreased by $0.6 million to $37.6 million, reflecting a decline in merger-related expenses [19][20] - Salaries and benefits expense increased by $1.0 million, including severance costs and merit salary increases [21] Capital and Shareholder Returns - Shareholders' equity rose to $548.4 million from $532.9 million, driven by net income and share-based compensation [26] - The Board of Directors declared a cash dividend of $0.27 per share, a 35% increase since the merger with Codorus Valley Bancorp [8][30]