Orrstown Financial Services Inc 2024年度报告

FORM10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedDecember 31, 2024☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from _____ to _____ Commission file number:001-34292 ORRSTOWN FINANCIAL SERVICES, INC. (Exact Name of Registrant as Specified in its Charter) Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.Yes¨No xIndicate by check mark if the registrant is not required to file reports pursuant to Section13 or Section15(d) of the Act.Yes¨Nox Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d) of the Securities Exchange Act of 1934during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)has been subject to such filingrequirements for the past 90 days.Yes x No¨ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 ofRegulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit suchfiles).Yesx No¨ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or anemerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growthcompany" in Rule 12b-2 of the Exchange Act. Largeacceleratedfiler¨Non-accelerated filer¨ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying withany new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accountingfirm that prepared or issued its audit report. If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements 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 recovery analysis of incentive-based compensationreceived by any of the registrant's executive officers during the relevant 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 the Act.).Yes☐Nox The aggregate market value of the voting stock held by non-affiliates computed by reference to the price at which the common stock was last sold as of thelast business day of the Registrant’s most recently completed second fiscal quarter was approximately $277.5million. For purposes of this calculation, theterm “affiliate” refers to all directors and 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 March10, 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 III of this Form 10-K. ORRSTOWN FINANCIAL SERVICES, INC.FORM 10-KINDEX Part IItem 1.BusinessItem1A.Risk Factors13Item1B.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 Issuer Purchases of Equity Securities28Item 6.[Reserved]30Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations30Item 7A.Quantitative and Qualitative Disclosures About Market Risk70Item 8.Financial Statements and Supplementary Data72Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure146Item 9A.Controls and Procedures146Item 9B.Other Information146Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections146Part IIIItem 10.Directors, Executive Officers and Corporate Governance146Item 11.Executive Compensation146Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters147Item 13.Certain Relationships and Related Transactions, and Director Independence147Item 14.Principal Accountant Fees and Services147Part IVItem 15.Exhibit and Financial Statement Schedules148Item 16.Form 10-K Summary150Signatures151 Glossary of Defined Terms PART I Caution About Forward-Looking Statement