UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

~~August~~October 2721, 2025


ORRSTOWN FINANCIAL SERVICES, INC.
(Exact name of registrant as specified in its charter)

Pennsylvania

001-34292

23-2530374

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

4750 Lindle Road,

Harrisburg,

Pennsylvania

17111

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s Telephone Number, Including Area Code:

(717)

532-6114

Not Applicable

(Former name or former address, if changed since last report)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading symbol(s)

Name of each exchange on which registered

Common Stock, no par value

ORRF

Nasdaq Stock Market


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

☐			Emerging growth company

☐			If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Item 82.0102 ~~Other~~Results ~~Events~~of Operations and Financial Condition

On ~~August 27~~October 21, 2025, ~~the Board of Directors of~~ Orrstown Financial Services, Inc. (the “Company”) ~~approved~~issued ~~the~~a ~~redemption~~press ofrelease ~~all of the Company’s $32,500,000 outstanding 6.0% Fixed-~~to~~-Floating~~ ~~Rate~~report ~~Subordinated~~earnings ~~Notes~~for ~~due 2028 (~~the ~~“Notes”)~~quarter onended September 30, 2025 (the “Redemption Date”) at a redemption price in cash equal to 100% of the principal amount of the Notes, plus accrued and unpaid interest, if any, on the principal amount of the Notes to, but excluding, the Redemption Date. The Company has provided notice under that certain Indenture, dated as of December 19, 2018, by and between the Company and U.S. Bank National Association, as trustee (“U.S. Bank”), that the Company has elected to redeem the Notes on the Redemption Date.

~~The~~A ~~information~~copy ~~contained~~of inthe ~~this~~press ~~Current~~release ~~Report~~is onfurnished with this Form 8-K ~~does~~as ~~not~~Exhibit ~~constitute a notice of redemption of the Notes~~99.1, ~~Holders~~and ofis ~~the~~incorporated ~~Notes~~herein ~~should~~in ~~refer~~its toentirety ~~the notice of redemption delivered~~ by Ureference.S. ~~Bank.~~

Item 7.01 Regulation FD

In connection with the press release announcing the Company’s quarterly earnings, the Company posted an investor presentation to its website at www.orrstown.com. A copy of the investor presentation is furnished with this Form 8-K as Exhibit 99.2, and is incorporated herein in its entirety by reference.

The Board of Directors of the Company declared a cash dividend of $0.27 per common share, payable November 12, 2025 to shareholders of record as of November 5, 2025.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

The following exhibit is furnished as part of this Current Report on Form 8-K:

			Exhibit No.			Description
			99.1			Press Release dated October 21, 2025
			99.2			Investor Presentation of Orrstown Financial Services, Inc. issued October 22, 2025
			104			Cover Page Interactive Data File (embedded within the inline XBRL document)

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
	ORRSTOWN FINANCIAL SERVICES, INC.
Date: August 29, 2025	By:	/s/ Neelesh Kalani
Date: October 22, 2025	By:	/s/ Neelesh Kalani
		Neelesh KalaniExecutive Vice President and Chief Financial Officer(Duly Authorized Representative)

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