0000826154 False 0000826154 2025-05-06 2025-05-06
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):
May 6, 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 7.01 Regulation FD
On May 6, 2025, Orrstown Financial Services, Inc. (the "Company") will hold its virtual annual shareholders meeting and will provide a presentation to those viewing regarding certain matters impacting the Company and its operating results. A copy of the presentation is attached as Exhibit 99 to this Current Report on Form 8-K. The attached Exhibit 99 is furnished pursuant to Item 7.01 of Form 8-K.
The information in this Form 8-K, including Items 7.01 and 9.01, and the Exhibit 99 attached hereto shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act"), or otherwise subject to the liability of such section, nor shall it be deemed incorporated by reference in any filing of the Company under the Securities Act of 1933 or the Exchange Act, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.
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 | Annual Shareholder Meeting dated May 6, 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: May 6, 2025 |  | By: | /s/ Neelesh Kalani
|  |  | Neelesh Kalani Executive Vice President and Chief Financial Officer (Duly Authorized Representative)