Orrstown Financial Services (ORRF) Registration Filing summary

Company overview and business model

• Operates as a financial holding company for a wholly-owned bank subsidiary, providing banking and financial advisory services in south central Pennsylvania and parts of Maryland, Delaware, Virginia, West Virginia, and the District of Columbia.

• Offers a range of products including common and preferred stock, depositary shares, debt securities, warrants, purchase contracts, and units, with flexibility to issue up to $200 million in aggregate value.

Use of proceeds and capital allocation

• Net proceeds from securities sales are expected to be used for general corporate purposes, including capital contributions to the bank subsidiary, debt repayment, stock redemption, acquisitions, and other permitted activities.

• Unused funds may be temporarily invested in securities or used to pay down borrowings.

Risk factors and disclosures

• Faces risks from interest rate changes, economic conditions, competition, regulatory changes, credit quality, capital access, market volatility, cybersecurity, and operational risks.

• Additional risks may arise from litigation, legal proceedings, and unforeseen events such as natural disasters or pandemics.

• Investors are directed to review risk factors in the most recent Annual Report on Form 10-K and other SEC filings.