Orrstown Financial Services Inc 2024年度报告

FORM 10-K ☐ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2024 ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934 For the transition period from _____ to _____Commission file number: 001-34292 ORRSTOWN FINANCIAL SERVICES, INC. (Exact Name of Registrant as Specified in its Charter) Title of Each ClassTrading symbol(s)Name of Each Exchange on Which RegisteredCommon Stock, no par valueORRFNASDAQ Stock Market Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the SecuritiesNo x Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of theSecurities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant wasrequired to file such reports), and (2) has been subject to such filing requirements for the past 90days.Yes xNo ¨ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to besubmitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or forsuch shorter period that the registrant was required to submit such files).Yes xNo ¨ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer,a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,”“accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act. Large accelerated filer¨Non-accelerated filer¨ Accelerated filerxSmaller reporting company☐Emerging growth company☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extendedtransition period for complying with any new or revised financial accounting standards provided pursuant toSection 13(a) of the Exchange Act.¨ Indicate by check mark whether the registrant has filed a report on and attestation to its management'sassessment of the effectiveness of its internal control over financial reporting under Section 404(b) of theSarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued itsaudit report. If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financialstatements of the registrant included in the filing reflect the correction of an error to previously issued financial¨ statements. Indicate by check mark whether any of those error corrections are restatements that required a recoveryanalysis of incentive-based compensation received by any of the registrant's executive officers during therelevant recovery period pursuant to 240.10D-1(b). Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of theAct.).Yes☐Nox The aggregate market value of the voting stock held by non-affiliates computed by reference to the price at which thecommon stock was last sold as of the last business day of the Registrant’s most recently completed second fiscalquarter was approximately $277.5 million. For purposes of this calculation, the term “affiliate” refers to all directorsand executive officers of the registrant, and all persons beneficially owning more than 5% of the registrant’s commonstock. Number of shares outstanding of the Registrant’s common stock as of March 10, 2025: 19,505,444. DOCUMENTS INCORPORATED BY REFERENCE Portions of the Proxy Statement for the 2025 Annual Meeting of Shareholders are incorporated by reference in Part IIIof this Form 10-K. Table of Contents ORRSTOWN FINANCIAL SERVICES, INC.FORM 10-KINDEX Part I Item 1.Business4Item 1A.Risk Factors13Item 1B.Unresolved Staff Comments25Item 1C.Cybersecurity25Item 2.Properties27Item 3.Legal Proceedings27Item 4.Mine Safety Disclosures27Part IIItem 5.Market for Registrant’s Common Equity, Related Stockholder Matters and IssuerPurchases of Equity Securities28Item 6.[Reserved]30Item 7.Management’s Discussion and Analysis of Financial Condition and Results ofOperations30Item 7A.Quantitative and Qualitative Disclosures About Market Risk70Item 8.Financial Statements and Supplementary Data72Item 9.Changes in and Disagreements With Accountants on Accounting and FinancialDisclosure146Item 9A.Controls and Procedures146Item 9B.Other Information146Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections146Part III Item 10.Directors, Executive Officers and Corporate Governance146Item 11.Executive Compensation146Item 12.Security Ownership of Certain Beneficial Owners and Management and RelatedStockholder Matters147Item 13.Certain Relationships and Related Transactions, and Director Independence147Item 14.Principal Accountant Fees and Services147Part IVItem 15.Exhibit