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Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2025

or

☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                     

Commission file number: 001-34292

ORRSTOWN FINANCIAL SERVICES, INC.

(Exact Name of Registrant as Specified in its Charter)

Pennsylvania

23-2530374

(State or Other Jurisdiction of Incorporation or Organization)

(I.R.S. 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

 

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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during 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 filing requirements 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 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  x    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 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

¨

Accelerated filer

☒

Non-accelerated filer

¨

Smaller reporting company

☐

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.

o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act.).    Yes  ☐    No  x

Number of shares outstanding of the registrant’s Common Stock as of May 5, 2025: 19,508,545.

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Table of Contents

ORRSTOWN FINANCIAL SERVICES, INC.

INDEX

 

						Page
Part I – FINANCIAL INFORMATION
			Glossary of Defined Terms			3
Item 1.			Financial Statements			4
			Condensed Consolidated Balance Sheets (Unaudited)			4
			Condensed Consolidated Statements of Income (Unaudited)			5
			Condensed Consolidated Statements of Comprehensive Income (Unaudited)			7
			Condensed Consolidated Statements of Changes in Shareholders’ Equity (Unaudited)			8
			Condensed Consolidated Statements of Cash Flows (Unaudited)			9
			Notes to Condensed Consolidated Financial Statements (Unaudited)			11
Item 2			Management’s Discussion and Analysis of Financial Condition and Results of Operations			52
Item 3.			Quantitative and Qualitative Disclosures About Market Risk			76
Item 4.			Controls and Procedures			78
PART II – OTHER INFORMATION
Item 1.			Legal Proceedings			79
Item 1A.			Risk Factors			79
Item 2.			Unregistered Sales of Equity Securities and Use of Proceeds			79
Item 3.			Defaults upon Senior Securities			79
Item 4.			Mine Safety Disclosures			79
Item 5.			Other Information			79
Item 6.			Exhibits			80
SIGNATURES						81

2

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Table of Contents

Glossary of Defined Terms

The following terms may be used throughout this Report, including the unaudited condensed consolidated financial statements and related notes.

Term			Definition
ACL			Allowance for credit losses
AFS			Available-for-sale
AOCI			Accumulated other comprehensive income (loss)
ASC			Accounting Standards Codification
ASU			Accounting Standards Update
Bank			Orrstown Bank, the commercial banking subsidiary of Orrstown Financial Services, Inc.
CECL			Current expected credit losses
CMO			Collateralized mortgage obligation
Codorus Valley or CVB			Codorus Valley Bancorp, Inc.
DCF			Discounted cash flow
ERM			Enterprise Risk Management
Exchange Act			Securities Exchange Act of 1934, as amended
FASB			Financial Accounting Standards Board
FDIC			Federal Deposit Insurance Corporation
FDM			Financial difficulty modification
FHLB			Federal Home Loan Bank
FOMC			Federal Open Market Committee
FRB			Board of Governors of the Federal Reserve System
GAAP			Accounting principles generally accepted in the United States of America
GDP			Gross Domestic Product
GSE			U.S. government-sponsored enterprise
IEL			Individually evaluated loan
IRC			Internal Revenue Code of 1986, as amended
LHFS			Loans held for sale
MBS			Mortgage-backed securities
MSR			Mortgage servicing right
OCI			Other comprehensive income (loss)
OREO			Other real estate owned (foreclosed real estate)
2011 Plan			2011 Orrstown Financial Services, Inc. Incentive Stock Plan
PACE			Property Assessed Clean Energy loans
PCD loans			Purchased credit deteriorated loans
PCE			Personal Consumption Expenditures
ReRemic			Re-securitization of Real Estate Mortgage Investment Conduits
ROU			Right of use (leases)
SBA			U.S. Small Business Administration
SEC			Securities and Exchange Commission
Securities Act			Securities Act of 1933, as amended
SOFR			Secured Overnight Financing Rate
Unless the context otherwise requires, the terms “Orrstown,” “we,” “us,” “our,” and “Company” refer to Orrstown Financial Services, Inc. and its subsidiaries.

3

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Table of Contents

PART I – FINANCIAL INFORMATION

 

Item 1.     Financial Statements

Condensed Consolidated Balance Sheets (Unaudited)

ORRSTOWN FINANCIAL SERVICES, INC.

(Dollars in thousands, except per share amounts)			March 31, 2025						December 31, 2024
Assets
Cash and due from banks			$	64,376					$	51,026
Interest-bearing deposits with banks			222,744						197,848
Cash and cash equivalents			287,120						248,874
Restricted investments in bank stocks			19,693						20,232
Securities available for sale (amortized cost of $886,782 and $864,920 at March 31, 2025 and December 31, 2024, respectively)			855,456						829,711
Loans held for sale, at fair value			5,261						6,614
Loans			3,875,985						3,931,214
Less: Allowance for credit losses			(47,804)						(48,689)
Net loans			3,828,181						3,882,525
Premises and equipment, net			51,729						50,217
Cash surrender value of life insurance			144,798						143,854
Goodwill			68,106						68,106
Other intangible assets, net			45,230						47,765
Accrued interest receivable			19,893						21,058
Deferred tax assets, net			36,206						42,647
Other assets			79,913						79,986
Total assets			$	5,441,586					$	5,441,589
Liabilities
Deposits:
Noninterest-bearing			$	932,152					$	894,176
Interest-bearing			3,701,564						3,728,920
Total deposits			4,633,716						4,623,096
Securities sold under agreements to repurchase and federal funds purchased			23,131						25,863
FHLB advances and other borrowings			100,349						115,364
Subordinated notes and trust preferred debt			68,850						68,680
Other liabilities			82,604						91,904
Total liabilities			4,908,650						4,924,907
Commitments and contingencies
Shareholders’ Equity
Preferred stock, $1.25 par value per share; 500,000 shares authorized; no shares issued or outstanding			—						—
Common stock, no par value—$0.05205 stated value per share; 50,000,000 shares authorized; 19,721,340 shares issued and 19,509,642 outstanding at March 31, 2025; 19,722,640 shares issued and 19,389,967 outstanding at December 31, 2024			1,026						1,027
Additional paid - in capital			421,445						423,274
Retained earnings			139,547						126,540
Accumulated other comprehensive loss			(24,024)						(26,316)
Treasury stock—211,698 and 332,673 shares, at cost at March 31, 2025 and December 31, 2024, respectively			(5,058)						(7,843)
Total shareholders’ equity			532,936						516,682
Total liabilities and shareholders’ equity			$	5,441,586					$	5,441,589

The Notes to Unaudited Condensed Consolidated Financial Statements are an integral part of these statements.

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Condensed Consolidated Statements of Income (Unaudited)

ORRSTOWN FINANCIAL SERVICES, INC.

									Three Months Ended
(Dollars in thousands, except per share amounts)															March 31, 2025						March 31, 2024
Interest income
Loans															$	63,432					$	36,233
Investment securities - taxable															8,944						4,584
Investment securities - tax-exempt															875						877
Short-term investments															2,268						956
Total interest income															75,519						42,650
Interest expense
Deposits															24,260						13,516
Securities sold under agreements to repurchase and federal funds purchased															84						25
FHLB advances and other borrowings															1,118						1,474
Subordinated notes and trust preferred debt															1,296						754
Total interest expense															26,758						15,769
Net interest income															48,761						26,881
(Recovery of) Provision for credit losses - loans															(554)						421
(Recovery of) Provision for credit losses - unfunded loan commitments															—						(123)
Net interest income after (recovery of) provision for credit losses															49,315						26,583
Noninterest income
Service charges on deposit accounts															1,911						1,005
Interchange income															1,427						911
Other service charges, commissions and fees															484						195
Swap fee income															394						199
Trust and investment management income															3,976						2,024
Brokerage income															1,439						1,078
Mortgage banking activities															302						458
Income from life insurance															1,289						634
Investment securities gains (losses)															13						(5)
Other income															389						131
Total noninterest income															11,624						6,630
Noninterest expenses
Salaries and employee benefits															20,388						13,752
Occupancy															1,989						1,201
Furniture and equipment															2,686						1,438
Data processing															924						1,265
Automated teller and interchange fees															677						351
Advertising and bank promotions															499						398
FDIC insurance															824						441
Professional services															1,826						631
Directors' compensation															211						251
Taxes other than income															942						494
Intangible asset amortization															2,535						225
Merger-related expenses															1,649						672
Restructuring expenses															91						—
Other operating expenses															2,935						1,350
Total noninterest expenses															38,176						22,469
continued

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									Three Months Ended
															March 31, 2025						March 31, 2024
Income before income tax expense															22,763						10,744
Income tax expense															4,712						2,213
Net income															$	18,051					$	8,531
Per share information:
Basic earnings per share															$	0.94					$	0.82
Diluted earnings per share															0.93						0.81
Dividends paid per share															0.26						0.20

The Notes to Unaudited Condensed Consolidated Financial Statements are an integral part of these statements.

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Condensed Consolidated Statements of Comprehensive Income (Unaudited)

ORRSTOWN FINANCIAL SERVICES, INC.

 

									Three Months Ended
(Dollars in thousands)															March 31, 2025						March 31, 2024
Net income															$	18,051					$	8,531
Other comprehensive income (loss), net of tax:
Unrealized gains (losses) on securities available for sale arising during the period															3,883						(1,676)
Reclassification adjustment for gains (losses) on securities available for sale realized in net income															—						—
Net unrealized gains (losses) on securities available for sale															3,883						(1,676)
Tax effect															(883)						374
Total other comprehensive income (loss), net of tax and reclassification adjustments on securities available for sale															3,000						(1,302)
Unrealized (losses) gains on interest rate swaps used in cash flow hedges															(916)						1,428
Reclassification adjustment for gains (losses) realized in net income															—						—
Net unrealized (losses) gains on interest rate swaps used in cash flow hedges															(916)						1,428
Tax effect															208						(318)
Total other comprehensive (loss) income, net of tax and reclassification adjustments on interest rate swaps used in cash flow hedges															(708)						1,110
Total other comprehensive income (loss), net of tax and reclassification adjustments															2,292						(192)
Total comprehensive income															$	20,343					$	8,339

The Notes to Unaudited Condensed Consolidated Financial Statements are an integral part of these statements.

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Condensed Consolidated Statements of Changes in Shareholders’ Equity (Unaudited)

ORRSTOWN FINANCIAL SERVICES, INC.

			Three Months Ended March 31, 2025
(Dollars in thousands, except per share amounts)			Common Stock						Additional Paid-In Capital						Retained Earnings						Accumulated Other Comprehensive Loss						Treasury Stock						Total Shareholders’ Equity
Balance, January 1, 2025			$	1,027					$	423,274					$	126,540					$	(26,316)					$	(7,843)					$	516,682
Net income			—						—						18,051						—						—						18,051
Total other comprehensive income, net of taxes			—						—						—						2,292						—						2,292
Cash dividends ($0.26 per share)			—						—						(5,044)						—						—						(5,044)
Share-based compensation plans:
1,300 net common shares acquired and 120,975 net treasury shares issued, including compensation expense totaling $1,358			(1)						(1,829)						—						—						2,785						955
Balance, March 31, 2025			$	1,026					$	421,445					$	139,547					$	(24,024)					$	(5,058)					$	532,936

			Three Months Ended March 31, 2024
(Dollars in thousands, except per share amounts)			Common Stock						Additional Paid-In Capital						Retained Earnings						Accumulated Other Comprehensive Loss						Treasury Stock						Total Shareholders’ Equity
Balance, January 1, 2024			$	583					$	189,027					$	117,667					$	(28,476)					$	(13,745)					$	265,056
Net income			—						—						8,531						—						—						8,531
Total other comprehensive loss, net of taxes			—						—						—						(192)						—						(192)
Cash dividends ($0.20 per share)			—						—						(2,123)						—						—						(2,123)
Share-based compensation plans:
1,378 net common shares acquired and 94,065 net treasury shares issued, including compensation expense totaling $967			—						(1,760)						—						—						2,170						410
Balance, March 31, 2024			$	583					$	187,267					$	124,075					$	(28,668)					$	(11,575)					$	271,682

The Notes to Unaudited Condensed Consolidated Financial Statements are an integral part of these statements.

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Condensed Consolidated Statements of Cash Flows (Unaudited)

ORRSTOWN FINANCIAL SERVICES, INC.

			Three Months Ended
(Dollars in thousands)			March 31, 2025						March 31, 2024
Cash flows from operating activities
Net income			$	18,051					$	8,531
Adjustments to reconcile net income to net cash provided by operating activities:
Net (discount accretion) premium amortization			(7,100)						450
Depreciation and amortization expense			4,244						1,072
(Recovery of) Provision for credit losses - loans			(554)						421
(Recovery of) Provision for credit losses - unfunded loan commitments			—						(123)
Share-based compensation			1,358						967
Gains on sales of loans originated for sale			(225)						(268)
Fair value adjustments on loans held for sale			(8)						(18)
Mortgage loans originated for sale			(11,225)						(7,697)
Proceeds from sales of loans originated for sale			12,811						13,264
Net gain on sale of OREO and premises held for sale			(6)						—
Deferred income tax expense			5,766						891
Investment securities (gains) losses			(13)						5
Return on investments in limited partnerships			(13)						(16)
Net losses (gains) on derivatives			180						(130)
Income from life insurance			(1,289)						(634)
Increase in accrued interest receivable and other assets			(578)						(1,139)
Decrease in accrued interest payable and other liabilities			(10,805)						(3,092)
Other, net			359						186
Net cash provided by operating activities			10,953						12,670
Cash flows from investing activities
Maturities, repayments and calls of AFS securities			18,432						18,134
Purchases of AFS securities			(39,613)						(21,784)
Net purchases of restricted investments in bank stocks			539						539
Net decrease (increase) in loans			61,262						(6,185)
Investment in limited partnerships			(369)						(21)
Purchases of bank premises and equipment			(2,315)						(63)
Proceeds from disposal of OREO and premises held for sale			1,931						—
Net cash provided by (used in) investing activities			39,867						(9,380)
Cash flows from financing activities
Net increase in deposits			10,620						137,137
Net decrease in borrowings with original maturities less than 90 days			(2,733)						(20,186)
Payments on FHLB advances with original maturities greater than 90 days			(15,000)						—
Dividends paid			(5,044)						(2,123)
Shares repurchased as treasury stock for employee taxes associated with restricted stock vesting			(467)						(637)
Proceeds from issuance of employee stock purchase plan shares			66						80
Other			(16)						—
Net cash (used in) provided by financing activities			(12,574)						114,271
Net increase in cash and cash equivalents			38,246						117,561
Cash and cash equivalents at beginning of period			248,874						65,161
Cash and cash equivalents at end of period			$	287,120					$	182,722

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			Three Months Ended
			March 31, 2025						March 31, 2024
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest			$	26,643					$	15,894
Supplemental schedule of noncash activities:
Lease liabilities arising from obtaining ROU assets			831						—

The Notes to Unaudited Condensed Consolidated Financial Statements are an integral part of these statements.

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Notes to Condensed Consolidated Financial Statements (Unaudited)

(All dollar amounts presented in the tables, except per share amounts, are in thousands)

NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

See the Glossary of Defined Terms at the beginning of this Report for terms used throughout the unaudited condensed consolidated financial statements and related notes of this Form 10-Q.

Nature of Operations – Orrstown Financial Services, Inc. is a financial holding company that operates Orrstown Bank, a commercial bank providing banking and financial advisory services in Berks, Cumberland, Dauphin, Franklin, Lancaster, Perry and York Counties, Pennsylvania, and in Anne Arundel, Baltimore, Harford, Howard and Washington Counties, Maryland. The Company operates in the community banking segment and engages in lending activities, including commercial, residential, commercial mortgages, construction, municipal, and various forms of consumer lending, and deposit services, including checking, savings, time, and money market deposits. The Company’s lending area also includes counties in Pennsylvania, Maryland, Delaware, Virginia and West Virginia within a 75-mile radius of the Company's executive and administrative offices as well as the District of Columbia. The Company also provides fiduciary services, investment advisory, insurance and brokerage services. The Company and the Bank are subject to regulation by certain federal and state agencies and undergo periodic examinations by such regulatory authorities.

Basis of Presentation – The accompanying unaudited condensed consolidated financial statements include the accounts of Orrstown Financial Services, Inc. and its wholly owned subsidiary, the Bank. The Company has prepared these unaudited condensed consolidated financial statements in accordance with GAAP for interim financial information, SEC rules that permit reduced disclosure for interim periods, and Article 10 of Regulation S-X. In the opinion of management, all adjustments (all of which are of a normal recurring nature) that are necessary for a fair statement are reflected in the unaudited condensed consolidated financial statements. There have been no material changes to the Company's significant accounting policies for the three months ended March 31, 2025. The December 31, 2024 consolidated balance sheet information contained in this Quarterly Report on Form 10-Q was derived from the Company's 2024 audited consolidated financial statements. The unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements, including the notes thereto, included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024. Operating results for the three months ended March 31, 2025 are not necessarily indicative of the results that may be expected for the year ending December 31, 2025. All significant intercompany transactions and accounts have been eliminated. Certain reclassifications have been made to prior years' amounts to conform with current year classifications. These reclassifications did not have a material impact on the Company's consolidated financial condition, results of operations or statement of consolidated cash flows.

The Company's management has evaluated all activity of the Company and concluded that subsequent events are properly reflected in the Company's unaudited condensed consolidated financial statements and notes as required by GAAP.

To prepare financial statements in conformity with accounting principles generally accepted in the United States of America, management makes estimates and assumptions based on available information. These estimates and assumptions affect the amounts reported in the financial statements and the disclosures provided, and actual results could differ.

Acquisition Accounting

The Company accounts for its mergers and acquisitions using the acquisition method of accounting under the provisions of the FASB ASC Topic 805, Business Combinations ("805"). Under ASC 805, all of the assets acquired and liabilities assumed in a business combination are recognized at their acquisition-date fair value, while transaction costs and restructuring costs associated with the business combination are expensed as incurred. The determination of fair values involves significant judgment regarding methods and assumptions, including discount rates, future expected cash flows, market conditions and other future events. The excess of the merger consideration over the fair value of assets acquired and liabilities assumed, if any, is allocated to goodwill. The results of operations of the acquired entity are included in the consolidated statements of income from the acquisition date. In accordance with business combination accounting guidance, the Company's review of the fair values of the assets and liabilities acquired is ongoing and management will continue to evaluate these fair values for up to one year following the merger date of July 1, 2024. Any such adjustments would be recorded to goodwill during the current reporting period.

Allowance for Credit Losses - Loans

On January 1, 2023, the Company adopted ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments ("ASU 2016-13"), the current expected credit losses accounting

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standard commonly referred to as "CECL," which replaced the incurred loss model with the lifetime expected loss model. The CECL methodology requires an organization to measure all expected credit losses over the contractual term for financial assets measured at amortized cost, including loan receivables and held-to-maturity securities, held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. The CECL methodology also applies to off-balance sheet credit exposures not accounted for as insurance (e.g., loan commitments, standby letters of credit, financial guarantees and other similar instruments), net investments in leases recognized by a lessor in accordance with ASC Topic 842 on leases and AFS debt securities.

The Company calculates credit losses over the estimated life of the applicable financial assets using the DCF methodology for the quantitative analysis for the majority of its loan segments, which applies the probability of default and loss given default factors to future cash flows, and then adjusts to the net present value to derive the required reserve. Reasonable and supportable macroeconomic conditions include unemployment and GDP. Model assumptions include the discount rate, prepayments and curtailments. The validation of credit models also included determining the length of the reasonable and supportable forecast and regression period and utilizing national peer group historical loss rates. For the consumer loan segments, the remaining life methodology is applied as a practical expedient based on the risk characteristics.

The ACL represents the amount that, in management's judgment, appropriately reflects credit losses inherent in the loan portfolio at the balance sheet date. Loans deemed to be uncollectible are charged against the ACL on loans and subsequent recoveries, if any, are credited to the ACL on loans when received. Changes to the ACL are recorded through the provision for credit losses on loans in the unaudited condensed consolidated statements of income.

The ACL is maintained at a level considered appropriate to absorb credit losses over the expected life of the loan. The ACL for expected credit losses is determined based on a quantitative assessment of two categories of loans: collectively evaluated loans and individually evaluated loans. In addition, the ACL includes a qualitative component which adjusts the CECL model results for risk factors that are not considered within the CECL model but are relevant in assessing the expected credit losses within the loan classes.

The ACL on loans is measured on a collective basis when similar risk characteristics exist within the Company's loan segments between commercial and consumer. For purposes of estimating the Company’s ACL, management generally evaluates collectively evaluated loans by federal call code, which represents the loan classes based upon U.S. regulatory loan classification rules, in order to group loans with similar risk characteristics. Each of these loan segments are broken down into multiple loan classes, which are characterized by loan type, collateral type, risk attributions and the manner in which management monitors the performance of the borrower. The risks associated with lending activities differ and are subject to the impact of change in interest rates, market conditions and the impact of economic conditions on the collateral securing the loans, and general economic conditions. The commercial loan segment includes commercial real estate, acquisition and development, commercial and industrial, agricultural and municipal loan classes. The consumer loan segment includes residential mortgage, installment and other consumer loans.

Loans collectively evaluated includes loans on accrual status, except for loans previously restructured that do not share similar risk characteristics, which are individually evaluated. The ACL for loans collectively evaluated is measured using a lifetime expected loss rate model that considers historical loss performance and past events in addition to forecasts of future economic conditions. The Company elected to use the DCF methodology for the quantitative analysis for the majority of its loan segments, which applies the probability of default to future cash flows, using a loss driver model and loss given default factors, and then adjusts to the net present value to derive the required reserve. The probability of default estimates are derived through the application of reasonable and supportable economic forecasts to the regression models, which incorporates the Company's and peer loss-rate data, unemployment rate and GDP. The reasonable and supportable forecasts of the selected economic metrics are then input into the regression model to calculate an expected default rate. The expected default rates are then applied to expected loan balances estimated through the consideration of contractual repayment terms and expected prepayments. The prepayment and curtailment assumptions adjust the contractual terms of the loan to arrive at the expected cash flows. The development and validation of credit models also included determining the length of the reasonable and supportable forecast and regression period and utilizing national peer group historical loss rates. Management selected the national unemployment rate and GDP as the drivers of the quantitative portion of collectively evaluated reserves on loan classes reliant upon the DCF methodology. For the consumer loan segment, the quantitative reserve was calculated using the remaining life methodology where the average historical bank-specific and peer loss rates are applied to expected loan balances over an estimated remaining life of loans. The estimated remaining life is calculated using historical bank-specific loan attrition data.

Loans that do not share similar risk characteristics are evaluated on an individual basis and are excluded from the collective evaluation for the ACL. Loans identified to be individually evaluated under CECL include loans on nonaccrual status and may include accruing loans that do not share similar risk characteristics to other accruing loans collectively evaluated. A specific reserve analysis is applied to the individually evaluated loans, which considers collateral value, an observable market

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price or the present value of expected future cash flows. A specific reserve may be assigned if the measured value of the loan using one of the before mentioned methods is less than the current carrying value of the loans.

A loan is considered collateral-dependent when the Company determines foreclosure is probable or the borrower is experiencing financial difficulty and the Company expects repayment to be provided substantially through the operation or sale of the collateral. Collateral could be in the form of real estate, equipment or business assets. An ACL may result for a collateral-dependent loan if the fair value of the underlying collateral, as of the reporting date, adjusted for expected costs to repair or sell, was less than the amortized cost basis of the loan. If repayment of the loan is instead dependent only on the operation, rather than the sale of the collateral, the measure of the ACL does not incorporate estimated costs to sell. For loans evaluated on the basis of projected future principal and interest cash flows, the Company discounts the expected cash flows at the effective interest rate of the loan. An ACL will result if the present value of expected cash flows is less than the amortized cost basis of the loan.

Based on management's analysis, adjustments may be applied for additional factors impacting the risk of loss in the loan portfolio beyond the quantitatively calculated reserve on collectively evaluated loans. As the quantitative reserve calculation incorporates historical conditions, management may consider an additional or reduced reserve is warranted through qualitative risk factors based on current and expected conditions. These qualitative risk factors include significant or unexpected changes in:

•Lending policies, procedures, underwriting standards and recovery practices;

•Nature and volume of loans;

•Concentrations of credit;

•Collateral valuation trends;

•Delinquency and classified loan trends;

•Experience, ability and depth of management and lending staff;

•Quality of loan review system; and

•Economic conditions and other external factors.

For PCD loans, the nonaccrual status is determined in the same manner as for other loans. In accordance with the CECL standard, the Company accounts for its PCD loans under ASC 310-20, Receivables - Nonrefundable Fees and Other Assets ("ASC 310-20"). These loans are initially recorded at fair value and include credit and interest rate marks associated with acquisition accounting adjustments. Purchase premiums or discounts are subsequently amortized as an adjustment to yield over the estimated contractual lives of the loans. Under ASC 310-20, the acquired loans are evaluated on an individual asset level, and not maintained in pools and accounted for as units of accounts, which would permit treating each pool as a single asset.

Purchased loans that do not qualify as PCD assets are accounted for similar to originated loans, whereby an ACL is recognized with a corresponding increase to the provision for credit losses in the consolidated statements of income. PCD loans are recorded at their purchase price plus the ACL expected at the time of acquisition resulting in a gross up of the amortized cost of the loans. Subsequent changes in the ACL from the initial ACL estimate are recorded as provision for credit losses in the consolidated statements of income.

Following its merger with Codorus Valley, the Company evaluated and classified the acquired loans as PCD if the loans had experienced more-than-insignificant credit deterioration since origination or as non-PCD if the loans had not experienced a more-than-insignificant amount of credit deterioration since origination. PCD loans included loans on nonaccrual status, loans with historical delinquency since loan origination or having a risk rating of watch, special mention, substandard, doubtful or loss based on the Company's internal risk rating system. At acquisition, the fair value of the PCD loans was recorded to the ACL, but not as a charge to the provision for credit losses in the consolidated statements of operations. The initial allowance was instead established by grossing up the amortized cost of the PCD loan. Subsequent to the acquisition, changes in the expected credit losses on PCD loans were recorded to the provision for credit losses. The ACL for non-PCD loans is recorded to the provision for credit losses in the same period as the acquisition.

In accordance with ASU No. 2022-02, Financial Instruments – Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures (“ASU 2022-02”), the Company evaluates, based on the guidance for accounting for loan modifications, whether the borrower is experiencing financial difficulty, if the modification results in a more-than-insignificant direct change in the contractual cash flows and whether the modifications represent terms that would result in a new loan or a continuation of an existing loan. The Company refers to these loans as "financial difficulty modifications" or "FDMs." All loan modifications are accounted for under the general loan modification guidance in ASC 310-20, Receivables – Nonrefundable

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Fees and Other Costs. If a modification occurs while the loan is on accrual status, it will continue to accrue interest under the modified terms. After the initial modification and recognition of a FDM, the Company will monitor the performance of the borrower. If no subsequent qualifying modifications are made to the FDM, the loan does not require disclosure in the current period's disclosures after the one-year period has elapsed.

A comprehensive analysis of the ACL is performed by the Company on a quarterly basis. Management evaluates the adequacy of the ACL utilizing a defined methodology to determine if it properly addresses the current and expected risks in the loan portfolio, which considers the performance of borrowers and specific evaluation of individually evaluated loans including historical loss experiences, trends in delinquencies, nonperforming loans and other risk assets, and the qualitative factors. Risk factors are continuously reviewed and adjusted, as needed, by management when conditions support a change. Management believes its approach properly addresses relevant accounting and bank regulatory guidance for loans both collectively and individually evaluated. The results of the comprehensive analysis, including recommended changes, are governed by the Company's Reserve Adequacy Committee.

See Note 4, Loans and Allowance for Credit Losses, to the unaudited condensed consolidated financial statements under Part I, Item 1, "Financial Information," for a description of the Company’s loan classes and differing levels of associated credit risk.

Allowance for Credit Losses on AFS Securities

The Company is required to conduct an impairment evaluation on AFS securities to determine whether the Company has the intent to sell the security or it is more likely than not that it will be required to sell the security before recovery. If these situations apply, the guidance continues to require the Company to reduce the security's amortized cost basis down to its fair value through earnings. The Company also evaluates the unrealized losses on AFS securities to determine if a security's decline in fair value below its amortized cost basis is due to credit factors. The evaluation is based upon factors such as the creditworthiness of the underlying borrowers, performance of the underlying collateral, if applicable, and the level of credit support in the security structure. Management also evaluates other factors and circumstances that may be indicative of a decline in the fair value of the security due to a credit factor. This includes, but is not limited to, an evaluation of the type of security, length of time and extent to which the fair value has been less than cost and near-term prospects of the issuer. If this assessment indicates that a credit loss exists, the present value of the expected cash flows of the security is compared to the amortized cost basis of the security. If the present value of the cash flows expected to be collected is less than the amortized cost, an ACL is recorded for the credit loss, which is limited by the amount that the fair value is less than the amortized cost basis. Any additional amount of loss would be due to non-credit factors and is recorded in AOCI, net of taxes. If a credit loss is recognized in earnings, subsequent improvements to the expectation of collectability will be recognized through the ACL. If the fair value of the security increases above its amortized cost, the unrealized gain will be recorded in AOCI, net of taxes, on the unaudited condensed consolidated statements of financial condition. Accrued interest receivable on AFS securities is excluded from the estimate of credit losses.

See Note 3, Investment Securities, to the unaudited condensed consolidated financial statements under Part I, Item 1, "Financial Information," for a description of the Company’s investment securities and impairment evaluation.

Recent Accounting Pronouncements

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which will require updates to the disclosures of the income tax rate reconciliation and income taxes paid. The income tax rate reconciliation will require expanded disclosure, using percentages and reporting currency amounts, to include specific categories, including state and local income tax, net of the federal income tax effect, tax credits and nontaxable and nondeductible items, with additional qualitative explanations of individually significant reconciling items. The amount of income taxes paid will require disaggregation by jurisdictional categories: federal, state and foreign. This guidance for income tax disclosures is effective for fiscal years beginning after December 15, 2024. The Company is currently evaluating the updated guidance; however, management does not expect it will have a significant impact on its consolidated financial statements.

In November 2024, the FASB issued ASU No. 2024-03, Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires public business entities to disclose specified information about certain costs and expenses in the notes to the financial statements. The amendments require that at each interim and annual reporting period an entity disclose:

•(a) purchases of inventory; (b) employee compensation; (c) depreciation; (d) intangible asset amortization; and (e) depreciation, depletion, and amortization recognized as part of oil- and gas-producing activities included in each relevant expense caption;

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•certain amounts that are already required to be disclosed under current GAAP in the same disclosures as other disaggregation requirements;

•qualitative descriptions of amounts remaining in relevant expense captions that are not separately disaggregated quantitatively and

•the total amount of selling expenses and, in annual reporting periods, the entity's definition of selling expenses.

In January 2025, the FASB issued ASU No. 2025-01 clarifying the effective date for public business entities for fiscal years beginning after December 15, 2026 and interim periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is evaluating ASU 2024-03 and its impact on its disclosures.

NOTE 2. MERGER

On July 1, 2024, Orrstown completed a merger of equals (the “Merger”) with Codorus Valley, pursuant to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of December 12, 2023, by and between Orrstown and Codorus Valley. At the effective time of the Merger (the “Effective Time”), Codorus Valley was merged with and into Orrstown, with Orrstown as the surviving corporation, which was promptly followed by the merger of Codorus Valley’s wholly-owned bank subsidiary, PeoplesBank, A Codorus Valley Company, with and into Orrstown Bank, a wholly-owned subsidiary of Orrstown, with Orrstown Bank as the surviving bank.

Pursuant to the terms of the Merger Agreement, each share of Codorus Valley common stock, $2.50 par value per share (“Codorus Common Stock”), outstanding immediately prior to the Effective Time was canceled and converted into the right to receive 0.875 shares (the “Exchange Ratio”) of Orrstown common stock, no par value per share (“Orrstown Common Stock”), with an amount in cash, without interest, to be paid in lieu of fractional shares.

In addition, at the Effective Time, (i) each option to purchase Codorus Valley common stock issued under Codorus Valley’s 2007 Long-Term Incentive Plan, as amended, 2017 Long-Term Incentive Plan, as amended, and any other similar plan (collectively, the “Codorus Valley Equity Plans”), outstanding immediately prior to the Effective Time was automatically converted into an option to purchase a number of shares of Orrstown common stock equal to the product of the number of shares of Codorus Valley common stock subject to such stock option immediately prior to the Effective Time and the Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to (a) the exercise price per share of Codorus Valley common stock of such stock option immediately prior to the Effective Time divided by (b) the Exchange Ratio; (ii) all time-based restricted stock awards and time-based restricted stock unit awards granted under the Codorus Valley Equity Plans were vested in full; and (iii) all performance-based restricted stock awards and performance-based restricted stock unit awards granted under the Codorus Valley Equity Plans were vested in full. In addition, the 2007 Codorus Valley Bancorp, Inc. Restated Employee Stock Purchase Plan was terminated prior to the closing date of the Merger. Each outstanding share of Orrstown Common Stock remained outstanding and was unaffected by the Merger.

PeoplesBank operated 22 full-service branches and eight limited purpose branches in Pennsylvania and Maryland. Following the Merger, Orrstown operated 51 branches as of July 1, 2024. On August 5, 2024, Orrstown announced the Bank intends to close six of its branches, including three branches owned by the Bank, for which the land and buildings were transferred to held-for-sale. These branch closures were completed in the fourth quarter of 2024. After these branch closures were completed, the Bank had 38 full-service branches and seven limited purpose branches.

The total aggregate consideration delivered to holders of Codorus Valley common stock was 8,532,038 shares of Orrstown common stock. The issuance of shares of Orrstown common stock in connection with the Merger was registered under the Securities Act on a registration statement initially filed by Orrstown with the SEC on March 29, 2024 and declared effective on April 23, 2024 (the “Registration Statement”). The consideration transferred at the close of the transaction was $233.4 million based on the closing market price of Orrstown common stock of $27.36 on June 28, 2024.

The Merger accomplishes the Company’s objectives of providing increased market opportunities and expanding its branch network through a contiguous footprint in Central and Eastern Pennsylvania and the Greater Baltimore, Maryland area. Further, the Merger creates an expanded product suite based on the complementary nature of the products and customers of both companies and increases lending capacity, which will support growth of the existing client base and is expected to provide an opportunity to mitigate risks and increase potential returns.

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The following tables summarize the purchase price consideration paid for Codorus Valley and the fair value of the assets acquired and liabilities assumed recognized at the acquisition date.

(dollars are in thousands, except per share data)
Number of shares of Codorus Valley common stock outstanding						9,751,323
Per common share exchange ratio						0.875
Expected shares of Codorus Valley common stock to be issued						8,532,408
Fractional shares of common stock paid in cash						(370)
Number of shares of Orrstown common stock - as exchanged						8,532,038
Orrstown common stock price per common share - closing stock price as of June 28, 2024						$	27.36
Purchase price merger consideration for Codorus Valley						$	233,437

Under the acquisition method of accounting, the total merger consideration is allocated to the acquired tangible and intangible assets and assumed liabilities of Codorus Valley based on their estimated fair value as of the closing of the Merger. The excess of the merger consideration over the fair value of assets acquired and liabilities assumed, if any, is allocated to goodwill. The Company recorded goodwill of $49.4 million in connection with the Merger, which is not amortized for financial reporting purposes, but is subject to annual impairment testing.

			Codorus Valley Book Value						Fair Value Adjustment						Codorus Valley Fair Value
			July 1, 2024												July 1, 2024
Total purchase price consideration															$	233,437
Recognized amounts of identifiable assets acquired and liabilities assumed
Cash and cash equivalents			$	45,290					$	—					$	45,290
Restricted investments in bank stocks			1,168						—						1,168
Securities available for sale			331,032						(4,532)						326,500
Loans, net of allowance for credit losses ("ACL")			1,715,761						(72,368)						1,643,393
Premises and equipment, net			17,553						6,551						24,104
Cash surrender value of life insurance			62,817						—						62,817
Accrued interest receivable			8,138						79						8,217
Goodwill			2,301						(2,301)						—
Other intangible assets, net			—						50,719						50,719
Deferred income tax asset, net			16,969						2,139						19,108
Other assets			21,024						(218)						20,806
Total identifiable assets acquired			2,222,053						(19,931)						2,202,122
Deposits			1,948,467						(3,218)						1,945,249
Securities sold under agreements to repurchase			7,943						—						7,943
FHLB advances and other borrowings			1,195						(803)						392
Subordinated notes and trust preferred debt			41,195						(4,983)						36,212
Other liabilities			25,030						3,241						28,271
Total liabilities assumed			2,023,830						(5,763)						2,018,067
Total identifiable net assets			$	198,223					$	(14,168)					$	184,055
Goodwill															$	49,382

The following are descriptions of the valuation methodologies used to estimate the fair values of major categories of assets acquired and liabilities assumed from the Merger. The Company used independent valuation specialists to assist with the determination of fair values for certain acquired assets and assumed liabilities. As permitted under GAAP, the Company has up to twelve months following the date of the Merger to finalize the fair values of the acquired assets and assumed liabilities related to the merger of Codorus Valley. During this measurement period, the Company may record subsequent adjustments to goodwill for provisional amounts recorded at the merger date, with provisional merger-related tax adjustments.

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The Company acquired core deposit intangibles of $40.1 million and customer relationship intangible assets associated with its wealth and brokerage businesses totaling $10.6 million from the Merger. Both were valued utilizing the income approach, which is based on the present value of the cash flows that can be expected to be generated in the future. The core deposit intangible and customer relationship intangible assets are amortized based on the sum-of-the-years digits method over the expected life of 10 years.

The Company increased the fair value of premises by $6.6 million with a corresponding decrease to goodwill based upon updated independent market-based appraisals for buildings, land and land improvements. The fair value adjustments will be depreciated based on the estimated useful life of 40 years.

Pursuant to the Merger, the Company acquired operating lease assets and operating lease liabilities both with a fair value of $5.1 million based on the income approach, which considered the lease contracts current rental rates, escalation terms and expiration periods. The Company also acquired a finance lease asset and liability with a fair value of $392 thousand. At July 1, 2024, the Company recorded negative fair value adjustments of $1.1 million and $133 thousand to acquired operating lease assets and finance lease assets, respectively, which are amortized over the remaining lease terms.

An adjustment of $3.2 million was recorded to reflect the fair value of the time deposits assumed, which was determined using a discounted cash flow approach that utilized a discount rate equal to current market interest rates for instruments with similar terms and maturities. The fair value adjustment for time deposits will be amortized over the remaining maturities.

Subordinated notes and trust preferred debt were valued using a discounted cash flow approach, which applied a discount rate based upon other issuances with comparable terms. Fair value adjustments of $2.4 million and $2.7 million were recorded for the acquired subordinated notes and trust preferred debt, respectively, which will be amortized over their remaining maturities.

The Company evaluated and classified the acquired loans between non-PCD or PCD. The PCD loans include loans which experienced more-than-insignificant credit deterioration since origination. PCD loans included loans on nonaccrual status, past due 60 days or greater at any time since loan origination or having a risk rating of watch, special mention, substandard, doubtful or loss based on the Company's internal risk rating system. For PCD loans, an ACL is recorded on day 1 and added to the fair value of the loan for its amortized cost. At day 1, a provision for credit loss is not recorded on PCD loans. The following table presents details related to the fair value of acquired PCD loans at the acquisition date:

			Unpaid Principal Balance						PCD ACL						Non-Credit Discount						Fair Value of Acquired Loans
Commercial real estate			$	74,319					$	(1,321)					$	(5,531)					$	67,467
Acquisition and development			24,232						(2,535)						(781)						20,916
Agricultural			7,129						(2)						(895)						6,232
Commercial and industrial			26,325						(1,947)						(4,059)						20,319
Residential mortgage			16,720						(105)						(1,936)						14,679
Installment and other loans			117						(10)						(11)						96
			$	148,842					$	(5,920)					$	(13,213)					$	129,709

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NOTE 3. INVESTMENT SECURITIES

At March 31, 2025 and December 31, 2024, all investment securities were classified as AFS. The following table summarizes amortized cost and fair value of investment securities, the corresponding amounts of gross unrealized gains and losses recognized in AOCI and the ACL at March 31, 2025 and December 31, 2024:

			Amortized Cost						Gross Unrealized Gains						Gross Unrealized Losses						Allowance for Credit Losses						Fair Value
March 31, 2025
U.S. Treasury securities			$	20,040					$	—					$	1,623					$	—					$	18,417
U.S. Government Agencies			2,712						88						—						—						2,800
States and political subdivisions			219,924						93						22,911						—						197,106
GSE residential MBSs			160,852						941						2,805						—						158,988
GSE commercial MBSs			7,415						84						2						—						7,497
GSE residential CMOs			354,375						2,634						5,602						—						351,407
Non-agency CMOs			33,241						185						1,910						—						31,516
Asset-backed			86,077						429						962						—						85,544
Corporate debt			1,939						35						—						—						1,974
Other			207						—						—						—						207
Totals			$	886,782					$	4,489					$	35,815					$	—					$	855,456
December 31, 2024
U.S. Treasury securities			$	20,043					$	—					$	1,980					$	—					$	18,063
U.S. Government Agencies			2,953						100						—						—						3,053
States and political subdivisions			220,418						10						20,400						—						200,028
GSE residential MBSs			155,793						52						4,297						—						151,548
GSE commercial MBSs			8,570						243						21						—						8,792
GSE residential CMOs			331,016						485						6,809						—						324,692
Non-agency CMOs			35,548						202						2,466						—						33,284
Asset-backed			88,450						655						1,002						—						88,103
Corporate bonds			1,935						19						—						—						1,954
Other			194						—						—						—						194
Totals			$	864,920					$	1,766					$	36,975					$	—					$	829,711

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The following table summarizes investment securities with unrealized losses at March 31, 2025 and December 31, 2024, aggregated by major investment security type and the length of time in a continuous unrealized loss position.

			Less Than 12 Months																		12 Months or More																		Total
			# of Securities						Fair Value						Unrealized Losses						# of Securities						Fair Value						Unrealized Losses						# of Securities						Fair Value						Unrealized Losses
March 31, 2025
U.S. Treasury securities			—						$	—					$	—					3						$	18,417					$	1,623					3						$	18,417					$	1,623
States and political subdivisions			5						5,104						32						42						186,328						22,879						47						191,432						22,911
GSE residential MBSs			6						7,087						16						15						55,334						2,789						21						62,421						2,805
GSE commercial MBS			1						669						2						—						—						—						1						669						2
GSE residential CMOs			19						131,523						426						18						70,080						5,176						37						201,603						5,602
Non-agency CMOs			2						8,660						127						4						16,837						1,783						6						25,497						1,910
Asset-backed			3						11,071						91						9						43,085						871						12						54,156						962
Totals			36						$	164,114					$	694					91						$	390,081					$	35,121					127						$	554,195					$	35,815
December 31, 2024
U.S. Treasury securities			—						$	—					$	—					3						$	18,063					$	1,980					3						$	18,063					$	1,980
States and political subdivisions			13						10,080						131						42						189,448						20,269						55						199,528						20,400
GSE residential MBSs			68						85,836						1,117						15						55,579						3,180						83						141,415						4,297
GSE commercial MBS			3						2,963						21						—						—						—						3						2,963						21
GSE residential CMOs			52						158,439						729						15						56,443						6,080						67						214,882						6,809
Non-agency CMOs			2						8,816						218						4						16,636						2,248						6						25,452						2,466
Asset-backed			4						11,964						17						9						44,130						985						13						56,094						1,002
Totals			142						$	278,098					$	2,233					88						$	380,299					$	34,742					230						$	658,397					$	36,975

On a quarterly basis, the Company conducts an impairment evaluation on AFS securities to determine whether the Company has the intent to sell the security or it is more likely than not that it will be required to sell the security before recovery. If these situations apply, the guidance requires the Company to reduce the security's amortized cost basis down to its fair value through earnings. The Company also evaluates the unrealized losses on AFS securities to determine if a security's decline in fair value below its amortized cost basis is due to credit factors. The evaluation is based upon factors such as the creditworthiness of the underlying issuers, performance of the underlying collateral, if applicable, and the level of credit support in the security structure. Management also evaluates other factors and circumstances that may be indicative of a decline in the fair value of the security due to a credit factor. This includes, but is not limited to, an evaluation of the type of security, length of time and extent to which the fair value has been less than cost and near-term prospects of the issuer. If this assessment indicates that a credit loss exists, the present value of the expected cash flows of the security is compared to the amortized cost basis of the security. Under the CECL standard, if the present value of the cash flows expected to be collected is less than the amortized cost, an ACL is recorded for the credit loss, which is limited by the amount that the fair value is less than the amortized cost basis. Any additional amount of loss would be due to non-credit factors and is recorded in AOCI, net of taxes. If a credit loss is recognized in earnings, subsequent improvements to the expectation of collectability will be recognized through the ACL. If the fair value of the security increases above its amortized cost, the unrealized gain will be recorded in AOCI, net of taxes, on the unaudited condensed consolidated balance sheets.

The Company did not record an ACL on the AFS securities at March 31, 2025 and December 31, 2024. As of these periods, the Company considers the unrealized losses on the AFS securities to be related to fluctuations in market conditions, primarily interest rates, and not reflective of deterioration in credit. In addition, the Company maintains that it has the intent and ability to hold these AFS securities until the amortized cost is recovered and it is more likely than not that any of AFS securities in an unrealized loss position would not be required to be sold. At March 31, 2025 and December 31, 2024, unrealized losses were due to market uncertainty resulting from inflation and higher interest rates from the time of the security purchase.

U.S. Treasury Securities. The unrealized losses presented in the table above have been caused by an increase in rates from the time these securities were purchased. Management considers the full faith and credit of the U.S. government in determining whether declines in fair value are due to credit factors.

States and Political Subdivisions. The unrealized losses presented in the table above have been caused by a rise in interest rates from the time these securities were purchased. Management evaluates the financial performance of the issuers, including the investment rating, the state of the issuer of the security and other credit support in determining whether declines in fair value are due to credit factors.

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GSE Residential CMOs, GSE Residential MBS and GSE Commercial MBS. The unrealized losses presented in the table above have been caused by a widening of spreads and a rise in interest rates from the time these securities were purchased. The contractual terms of these securities do not permit the issuer to settle the securities at a price less than its par value basis.

Non-Agency CMOs. The unrealized losses presented in the table above were caused by a widening of spreads and a rise in interest rates from the time the securities were purchased. Management considers the investment rating and other credit support in its evaluation, including delinquencies and credit enhancements, in determining whether declines in fair value are due to credit factors.

Asset-backed. The unrealized losses presented in the table above were caused by a widening of spreads and a rise in interest rates from the time the securities were purchased. Management considers the investment rating and other credit support in its evaluation, including delinquencies and credit enhancements, in determining whether declines in fair value are due to credit factors.

The Company does not intend to sell the aforementioned investment securities with unrealized losses and it is more likely than not that the Company will not be required to sell them before recovery of their amortized cost basis, which may be maturity. In addition, the unrealized losses are not credit related. Therefore, the Company has concluded that the unrealized losses for these investment securities do not require an ACL at March 31, 2025.

The following table summarizes amortized cost and fair value of investment securities by contractual maturity at March 31, 2025. Expected maturities may differ from contractual maturities if issuers have the right to call or prepay obligations with or without call or prepayment penalties. Securities not due at a single maturity date are shown separately.

			Amortized Cost						Fair Value
Due in one year or less			$	—					$	—
Due after one year through five years			42,378						39,808
Due after five years through ten years			51,456						47,411
Due after ten years			150,988						133,285
CMOs and MBSs			555,883						549,408
Asset-backed			86,077						85,544
Totals			$	886,782					$	855,456

The following table summarizes proceeds from sales of investment securities and gross gains and gross losses for the three months ended March 31, 2025 and 2024:

									Three months ended March 31,
															2025						2024
Proceeds from sale of investment securities															$	—					$	—
Gross gains															13						—
Gross losses															—						5

During the three months ended March 31, 2025, the Company recorded a gain of $13 thousand compared to losses of $5 thousand for the three months ended March 31, 2024 from mark-to-market activity on an equity security. During the three months ended March 31, 2025 and 2024, the Company did not sell any investment securities. Investment securities with a fair value of $704.1 million and $669.2 million at March 31, 2025 and December 31, 2024, respectively, were pledged to secure public funds and for other purposes as required or permitted by law.

NOTE 4. LOANS AND ALLOWANCE FOR CREDIT LOSSES

The Company’s loan portfolio is grouped into segments, which are further broken down into classes to allow management to monitor the performance by the borrower and to monitor the yield on the portfolio. The risks associated with lending activities differ among the various loan classes and are subject to the impact of changes in interest rates, market conditions of collateral securing the loans, and general economic conditions. All of these factors may adversely impact both the borrower’s ability to repay its loans and the value of its associated collateral.

The Company has various types of commercial real estate loans, which have differing levels of credit risk. Owner-occupied commercial real estate loans are generally dependent upon the successful operation of the borrower’s business, with the cash flows generated from the business being the primary source of repayment of the loan. If the business suffers a downturn in sales or profitability, the borrower’s ability to repay the loan could be in jeopardy.

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Non-owner occupied and multi-family commercial real estate loans and non-owner occupied residential loans present a different credit risk to the Company than owner-occupied commercial real estate loans, as the repayment of the loan is dependent upon the borrower’s ability to generate a sufficient level of occupancy to produce rental income that exceeds debt service requirements and operating expenses. Lower occupancy or lease rates may result in a reduction in cash flows, which hinders the ability of the borrower to meet debt service requirements and may result in lower collateral values. The Company generally recognizes that greater risk is inherent in these credit relationships compared to owner-occupied loans mentioned above.

Acquisition and development loans consist of 1-4 family residential construction and commercial and land development loans. The risk of loss on these loans is largely dependent on the Company’s ability to assess the property’s value at the completion of the project, which should exceed the property’s construction costs. During the construction phase, a number of factors could potentially negatively impact the collateral value, including cost overruns, delays in completing the project, competition, and real estate market conditions, which may change based on the supply of similar properties in the area. In the event the collateral value at the completion of the project is not sufficient to cover the outstanding loan balance, the Company must rely upon other repayment sources, if any, including the guarantors of the project or other collateral securing the loan.

Commercial and industrial loans include advances to businesses for general commercial purposes and include permanent and short-term working capital, machinery and equipment financing, and may be either in the form of lines of credit or term loans. Although commercial and industrial loans may be unsecured to our highest-rated borrowers, the majority of these loans are secured by the borrower’s accounts receivable, inventory and machinery and equipment. In a significant number of these loans, the collateral also includes the business real estate or the business owner’s personal real estate or assets. Commercial and industrial loans present credit exposure to the Company, as they are more susceptible to risk of loss during a downturn in the economy as borrowers may have greater difficulty in meeting their debt service requirements and the value of the collateral may decline. The Company attempts to mitigate this risk through its underwriting standards, including evaluating the creditworthiness of the borrower and, to the extent available, credit ratings on the business. Additionally, monitoring of the loans through annual renewals and meetings with the borrowers is typical. However, these procedures cannot eliminate the risk of loss associated with commercial and industrial lending.

Agricultural loans include advances to individuals or businesses to finance agricultural production or loans secured by farmland. Agricultural production may include the growing or storing of crops, the purchase and carrying of livestock, the purchase of farm machinery and equipment or the operations of a farm, including vehicles and consumer goods. The collateral securing these loans may include the real estate for agricultural production, the borrower's business or personal assets, inventory or equipment.

Municipal loans consist of extensions of credit to municipalities and school districts within the Company’s market area. These loans generally present a lower risk than commercial and industrial loans, as they are generally secured by the municipality’s full taxing authority, by revenue obligations, or by its ability to raise assessments on its clients for a specific utility.

The Company originates loans to its retail clients, including fixed-rate and adjustable first lien mortgage loans, with the underlying 1-4 family owner occupied residential property securing the loan. The Company’s risk exposure is minimized in these types of loans through the evaluation of the creditworthiness of the borrower, including credit scores and debt-to-income ratios, and underwriting standards, which limit the loan-to-value ratio to generally no more than 80% upon loan origination, unless the borrower obtains private mortgage insurance.

Home equity loans, including term loans and lines of credit, present a slightly higher risk to the Company than 1-4 family first liens, as these loans can be first or second liens on 1-4 family owner occupied residential property, but can have loan-to-value ratios of no greater than 85% of the value of the real estate taken as collateral. The creditworthiness of the borrower is considered, including credit scores and debt-to-income ratios.

Installment and other loans’ credit risk is mitigated through prudent underwriting standards, including evaluation of the creditworthiness of the borrower through credit scores and debt-to-income ratios and, if secured, the collateral value of the assets. These loans can be unsecured or secured by assets the value of which may depreciate quickly or may fluctuate and may present a greater risk to the Company than 1-4 family residential loans.

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The following table presents the loan portfolio by segment and class, excluding residential LHFS, at March 31, 2025 and December 31, 2024:

			March 31, 2025						December 31, 2024
Commercial real estate:
Owner occupied			$	617,854					$	633,567
Non-owner occupied			1,157,383						1,160,238
Multi-family			257,724						274,135
Non-owner occupied residential			168,354						179,512
Acquisition and development:
1-4 family residential construction			40,621						47,432
Commercial and land development			227,434						241,424
Agricultural			134,916						125,156
Commercial and industrial			455,494						451,384
Municipal			30,780						30,044
Residential mortgage:
First lien			464,642						460,297
Home equity - term			9,224						5,988
Home equity - lines of credit			295,820						303,561
Installment and other loans			15,739						18,476
Total loans			$	3,875,985					$	3,931,214

In order to monitor ongoing risk associated with its loan portfolio and specific loans within the segments, management uses an internal grading system. The first several rating categories, representing the lowest risk to the Bank, are combined and given a “Pass” rating. Management generally follows regulatory definitions in assigning criticized ratings to loans, including "Special Mention," "Substandard," "Doubtful" or "Loss." The Special Mention category includes loans that have potential weaknesses that may, if not monitored or corrected, weaken the asset or inadequately protect the Bank's position at some future date. These assets pose elevated risk, but their weakness does not yet justify a more severe, or classified rating. Substandard loans are classified as they have a well-defined weakness, or weaknesses that jeopardize liquidation of the debt. These loans are characterized by the distinct possibility that the Bank will sustain some loss if the deficiencies are not corrected. Substandard loans include loans that management may determine to be either individually evaluated, referred to as "Substandard - Individually Evaluated Loan," or collectively evaluated, referred to as "Substandard Non-Individually Evaluated Loan." A Doubtful loan has a high probability of total or substantial loss, but because of specific pending events that may strengthen the asset, its classification as Loss is deferred. Loss loans are considered uncollectible, as the borrowers are often in bankruptcy, have suspended debt repayments, or have ceased business operations. Once a loan is classified as Loss, there is little prospect of collecting the loan’s principal or interest and it is charged off.

The Company has a loan review policy and program, which is designed to identify and monitor risk in the lending function. The Management ERM Committee, comprised of executive officers, senior officers and loan department personnel, is charged with the oversight of overall credit quality and risk exposure of the Company's loan portfolio. This includes the monitoring of the lending activities of all Company personnel with respect to underwriting and processing new loans and the timely follow-up and corrective action for loans showing signs of deterioration in quality. A loan review program provides the Company with an independent review of the commercial loan portfolio on an ongoing basis. Generally, consumer and residential mortgage loans are included in the Pass categories unless a specific action, such as extended delinquencies, bankruptcy, repossession or death of the borrower occurs, which heightens awareness as to a possible credit event.

Internal loan reviews are completed annually on all commercial relationships with a committed loan balance in excess of $2.0 million, which includes confirmation of risk rating by an independent credit officer. In addition, all commercial relationships greater than $500 thousand rated special mention, substandard, doubtful or loss are reviewed quarterly and corresponding risk ratings are reaffirmed by the Company's Problem Loan Committee, with subsequent reporting to the Management ERM Committee and the Board of Directors.

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The following table presents the amortized cost basis of the loan portfolio, by year of origination, loan class, and credit quality, as of March 31, 2025 and December 31, 2024. For residential and consumer loan classes, the Company also evaluates credit quality based on the aging status of the loan and payment activity. Residential mortgage, installment and other consumer loans are presented below based on payment performance: performing or nonperforming.

			Term Loans Amortized Cost Basis by Origination Year
As of March 31, 2025			2025						2024						2023						2022						2021						Prior						Revolving Loans Amortized Basis						Revolving Loans Converted to Term						Total
Commercial Real Estate:
Owner-occupied:
Risk rating
Pass			$	10,969					$	53,350					$	90,088					$	104,618					$	97,914					$	169,641					$	12,407					$	1,578					$	540,565
Special mention			—						—						136						15,651						14,734						11,459						320						—						42,300
Substandard - Non-IEL			—						—						1,522						12,572						4,177						6,999						3,854						217						29,341
Substandard - IEL			—						—						694						206						1,082						3,666						—						—						5,648
Total owner-occupied loans			$	10,969					$	53,350					$	92,440					$	133,047					$	117,907					$	191,765					$	16,581					$	1,795					$	617,854
Current period gross charge offs - owner-occupied			$	—					$	—					$	—					$	75					$	—					$	—					$	—					$	—					$	75
Non-owner occupied:
Risk rating
Pass			$	10,367					$	82,873					$	145,771					$	192,518					$	323,602					$	372,363					$	2,449					$	378					$	1,130,321
Special mention			—						—						10,077						2,989						1,136						9,782						—						—						23,984
Substandard - Non-IEL			—						466						—						1,045						—						207						—						—						1,718
Substandard - IEL			—						—						—						—						—						1,360						—						—						1,360
Total non-owner occupied loans			$	10,367					$	83,339					$	155,848					$	196,552					$	324,738					$	383,712					$	2,449					$	378					$	1,157,383
Current period gross charge offs - non-owner occupied			$	—					$	—					$	—					$	—					$	—					$	—					$	—					$	—					$	—
Multi-family:
Risk rating
Pass			$	548					$	7,232					$	9,919					$	96,057					$	52,973					$	84,242					$	1,409					$	214					$	252,594
Special mention			—						—						—						1,082						776						—						—						—						1,858
Substandard - Non-IEL			—						—						—						569						2,468						235						—						—						3,272
Substandard - IEL			—						—						—						—						—						—						—						—						—
Total multi-family loans			$	548					$	7,232					$	9,919					$	97,708					$	56,217					$	84,477					$	1,409					$	214					$	257,724
Current period gross charge offs - multi-family			$	—					$	—					$	—					$	—					$	—					$	—					$	—					$	—					$	—
Non-owner occupied residential:
Risk rating
Pass			$	213					$	9,291					$	19,935					$	28,486					$	27,625					$	78,606					$	1,113					$	652					$	165,921
Special mention			—						—						—						—						147						381						40						40						608
Substandard - Non-IEL			—						—						—						51						131						1,256						—						109						1,547
Substandard - IEL			—						—						—						154						—						124						—						—						278
Total non-owner occupied residential loans			$	213					$	9,291					$	19,935					$	28,691					$	27,903					$	80,367					$	1,153					$	801					$	168,354
Current period gross charge offs - non-owner occupied residential			$	—					$	—					$	—					$	—					$	—					$	—					$	—					$	—					$	—
continued

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Table of Contents

			Term Loans Amortized Cost Basis by Origination Year
As of March 31, 2025			2025						2024						2023						2022						2021						Prior						Revolving Loans Amortized Basis						Revolving Loans Converted to Term						Total
Acquisition and development:
1-4 family residential construction:
Risk rating
Pass			$	8,151					$	22,936					$	4,235					$	1,524					$	1,138					$	848					$	880					$	—					$	39,712
Special mention			—						74						222						—						—						613						—						—						909
Substandard - Non-IEL			—						—						—						—						—						—						—						—						—
Substandard - IEL			—						—						—						—						—						—						—						—						—
Total 1-4 family residential construction loans			$	8,151					$	23,010					$	4,457					$	1,524					$	1,138					$	1,461					$	880					$	—					$	40,621
Current period gross charge offs - 1-4 family residential construction			$	—					$	—					$	—					$	—					$	—					$	—					$	—					$	—					$	—
Commercial and land development:
Risk rating
Pass			$	1,653					$	67,323					$	51,414					$	73,373					$	10,598					$	5,422					$	8,106					$	150					$	218,039
Special mention			—						—						—						4,748						—						—						—						—						4,748
Substandard - Non-IEL			—						734						271						—						—						—						—						—						1,005
Substandard - IEL			—						—						18						3,274						350						—						—						—						3,642
Total commercial and land development loans			$	1,653					$	68,057					$	51,703					$	81,395					$	10,948					$	5,422					$	8,106					$	150					$	227,434
Current period gross charge offs - commercial and land development			$	—					$	—					$	—					$	—					$	—					$	—					$	—					$	—					$	—
Agricultural
Risk rating
Pass			$	5,219					$	14,567					$	14,206					$	21,127					$	19,446					$	44,101					$	13,130					$	1,336					$	133,132
Special mention			$	—					$	—					$	—					$	—					$	—					$	256					$	81					$	—					$	337
Substandard - Non-IEL			$	—					$	—					$	—					$	450					$	—					$	207					$	—					$	—					$	657
Substandard - IEL			$	—					$	—					$	—					$	790					$	—					$	—					$	—					$	—					$	790
Total agricultural loans			$	5,219					$	14,567					$	14,206					$	22,367					$	19,446					$	44,564					$	13,211					$	1,336					$	134,916
Current period gross charge offs - agricultural			$	—					$	—					$	—					$	—					$	25					$	—					$	—					$	—					$	25
Commercial and Industrial:
Risk rating
Pass			$	22,580					$	81,474					$	52,806					$	51,298					$	48,462					$	24,931					$	130,512					$	7,126					$	419,189
Special mention			—						4,376						927						2,361						235						—						9,603						61						17,563
Substandard - Non-IEL			—						—						2,214						2,100						—						—						8,607						2,813						15,734
Substandard - IEL			—						397						559						128						169						1,602						—						153						3,008
Total commercial and industrial loans			$	22,580					$	86,247					$	56,506					$	55,887					$	48,866					$	26,533					$	148,722					$	10,153					$	455,494
Current period gross charge offs - commercial and industrial			$	—					$	—					$	381					$	—					$	41					$	95					$	—					$	—					$	517
Municipal:
Risk rating
Pass			$	2,497					$	562					$	—					$	9,816					$	2,877					$	13,555					$	—					$	—					$	29,307
Special mention			—						—						—						—						—						1,473						—						—						1,473
Total municipal loans			$	2,497					$	562					$	—					$	9,816					$	2,877					$	15,028					$	—					$	—					$	30,780
Current period gross charge offs - municipal			$	—					$	—					$	—					$	—					$	—					$	—					$	—					$	—					$	—
continued

24

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Table of Contents

			Term Loans Amortized Cost Basis by Origination Year
As of March 31, 2025			2025						2024						2023						2022						2021						Prior						Revolving Loans Amortized Basis						Revolving Loans Converted to Term						Total
Residential mortgage:
First lien:
Payment performance
Performing			$	20,302					$	59,611					$	97,877					$	100,981					$	49,771					$	130,429					$	—					$	—					$	458,971
Nonperforming			—						673						577						237						250						3,934						—						—						5,671
Total first lien loans			$	20,302					$	60,284					$	98,454					$	101,218					$	50,021					$	134,363					$	—					$	—					$	464,642
Current period gross charge offs - first lien			$	—					$	—					$	—					$	—					$	—					$	—					$	—					$	—					$	—
Payment performance
Performing			$	79					$	1,422					$	1,245					$	1,451					$	1,028					$	3,770					$	160					$	—					$	9,155
Nonperforming			—						—						—						35						—						34						—						—						69
Total home equity - term loans			$	79					$	1,422					$	1,245					$	1,486					$	1,028					$	3,804					$	160					$	—					$	9,224
Current period gross charge offs - home equity - term			$	—					$	—					$	—					$	—					$	—					$	—					$	—					$	—					$	—
Home equity - lines of credit:
Payment performance
Performing			$	—					$	—					$	—					$	—					$	—					$	—					$	196,120					$	97,289					$	293,409
Nonperforming			—						—						—						—						—						—						2,086						325						2,411
Total residential real estate - home equity - lines of credit loans			$	—					$	—					$	—					$	—					$	—					$	—					$	198,206					$	97,614					$	295,820
Current period gross charge offs - home equity - lines of credit			$	—					$	—					$	—					$	—					$	—					$	—					$	—					$	—					$	—
Installment and other loans:
Payment performance
Performing			$	578					$	1,469					$	2,355					$	1,849					$	666					$	410					$	8,371					$	27					$	15,725
Nonperforming			—						—						3						—						—						11						—						—						14
Total Installment and other loans			$	578					$	1,469					$	2,358					$	1,849					$	666					$	421					$	8,371					$	27					$	15,739
Current period gross charge offs - installment and other			$	—					$	232					$	—					$	3					$	2					$	8					$	31					$	—					$	276

25

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Table of Contents

			Term Loans Amortized Cost Basis by Origination Year
As of December 31, 2024			2024						2023						2022						2021						2020						Prior						Revolving Loans Amortized Basis						Revolving Loans Converted to Term						Total
Commercial Real Estate:
Owner-occupied:
Risk rating
Pass			$	55,068					$	86,255					$	106,696					$	112,278					$	31,495					$	155,543					$	14,653					$	280					$	562,268
Special mention			—						1,674						18,563						1,895						7,946						5,422						165						—						35,665
Substandard - Non-IEL			—						694						14,572						4,204						2,477						4,899						4,510						—						31,356
Substandard - IEL			—						9						—						1,110						245						2,914						—						—						4,278
Total owner-occupied loans			$	55,068					$	88,632					$	139,831					$	119,487					$	42,163					$	168,778					$	19,328					$	280					$	633,567
Current period gross charge offs - owner-occupied			$	—					$	217					$	13					$	313					$	—					$	12					$	—					$	—					$	555
Non-owner occupied:
Risk rating
Pass			$	82,441					$	146,020					$	193,131					$	326,586					$	123,646					$	256,212					$	2,335					$	—					$	1,130,371
Special mention			—						10,081						2,985						334						7,920						1,919						—						—						23,239
Substandard - Non-IEL			482						—						1,049						—						1,043						2,588						—						—						5,162
Substandard - IEL			—						—						—						—						—						1,466						—						—						1,466
Total non-owner occupied loans			$	82,923					$	156,101					$	197,165					$	326,920					$	132,609					$	262,185					$	2,335					$	—					$	1,160,238
Current period gross charge offs - non-owner occupied			$	—					$	—					$	—					$	—					$	—					$	65					$	—					$	—					$	65
Multi-family:
Risk rating
Pass			$	7,269					$	12,679					$	105,883					$	54,028					$	30,968					$	54,676					$	1,351					$	—					$	266,854
Special mention			—						—						1,094						—						—						—						—						—						1,094
Substandard - Non-IEL			—						—						571						4,658						—						237						—						—						5,466
Substandard - IEL			—						—						—						—						—						721						—						—						721
Total multi-family loans			$	7,269					$	12,679					$	107,548					$	58,686					$	30,968					$	55,634					$	1,351					$	—					$	274,135
Current period gross charge offs - multi-family			$	—					$	—					$	—					$	—					$	—					$	7					$	—					$	—					$	7
Non-owner occupied residential:
Risk rating
Pass			$	9,322					$	22,771					$	29,681					$	29,729					$	19,410					$	64,851					$	1,257					$	—					$	177,021
Special mention			—						—						—						147						42						478						39						—						706
Substandard - Non-IEL			—						—						166						133						—						1,311						—						—						1,610
Substandard - IEL			—						—						43						—						—						132						—						—						175
Total non-owner occupied residential loans			$	9,322					$	22,771					$	29,890					$	30,009					$	19,452					$	66,772					$	1,296					$	—					$	179,512
Current period gross charge offs - non-owner occupied residential			$	—					$	—					$	—					$	29					$	—					$	—					$	—					$	—					$	29
continued

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Table of Contents

			Term Loans Amortized Cost Basis by Origination Year
As of December 31, 2024			2024						2023						2022						2021						2020						Prior						Revolving Loans Amortized Basis						Revolving Loans Converted to Term						Total
Acquisition and development:
1-4 family residential construction:
Risk rating
Pass			$	30,908					$	7,079					$	2,295					$	598					$	935					$	762					$	3,921					$	—					$	46,498
Special mention			74						717						—						—						—						143						—						—						934
Substandard - Non-IEL			—						—						—						—						—						—						—						—						—
Substandard - IEL			—						—						—						—						—						—						—						—						—
Total 1-4 family residential construction loans			$	30,982					$	7,796					$	2,295					$	598					$	935					$	905					$	3,921					$	—					$	47,432
Current period gross charge offs - 1-4 family residential construction			$	—					$	—					$	—					$	—					$	—					$	—					$	—					$	—					$	—
Commercial and land development:
Risk rating
Pass			$	60,420					$	57,563					$	74,893					$	14,107					$	372					$	6,928					$	7,280					$	—					$	221,563
Special mention			734						—						4,557						998						1,841						3,451						—						—						11,581
Substandard - Non-IEL			2,966						1,656						—						—						—						—						—						—						4,622
Substandard - IEL			—						18						3,282						358						—						—						—						—						3,658
Total commercial and land development loans			$	64,120					$	59,237					$	82,732					$	15,463					$	2,213					$	10,379					$	7,280					$	—					$	241,424
Current period gross charge offs - commercial and land development			$	—					$	23					$	—					$	—					$	—					$	—					$	—					$	—					$	23
Agricultural
Risk rating
Pass			$	14,663					$	14,507					$	21,782					$	19,486					$	10,463					$	28,095					$	13,891					$	164					$	123,051
Special mention			—						—						—						25						—						902						161						—						1,088
Substandard - Non-IEL			—						—						13						—						—						207						—						—						220
Substandard - IEL			—						—						797						—						—						—						—						—						797
Total agricultural loans			$	14,663					$	14,507					$	22,592					$	19,511					$	10,463					$	29,204					$	14,052					$	164					$	125,156
Current period gross charge offs - agricultural			$	—					$	1					$	—					$	18					$	—					$	18					$	1					$	—					$	38
Commercial and Industrial:
Risk rating
Pass			$	82,924					$	55,109					$	53,482					$	49,937					$	15,405					$	17,215					$	137,379					$	2,768					$	414,219
Special mention			485						2,000						2,477						293						2						23						10,516						—						15,796
Substandard - Non-IEL			—						1,037						2,547						3,409						—						490						8,386						—						15,869
Substandard - IEL			409						2,772						140						191						884						921						183						—						5,500
Total commercial and industrial loans			$	83,818					$	60,918					$	58,646					$	53,830					$	16,291					$	18,649					$	156,464					$	2,768					$	451,384
Current period gross charge offs - commercial and industrial			$	—					$	335					$	212					$	60					$	1,739					$	60					$	571					$	—					$	2,977
Municipal:
Risk rating
Pass			$	1,565					$	—					$	10,006					$	3,124					$	269					$	15,080					$	—					$	—					$	30,044
Total municipal loans			$	1,565					$	—					$	10,006					$	3,124					$	269					$	15,080					$	—					$	—					$	30,044
Current period gross charge offs - municipal			$	—					$	—					$	—					$	—					$	—					$	—					$	—					$	—					$	—
continued

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Table of Contents

			Term Loans Amortized Cost Basis by Origination Year
As of December 31, 2024			2024						2023						2022						2021						2020						Prior						Revolving Loans Amortized Basis						Revolving Loans Converted to Term						Total
Residential mortgage:
First lien:
Payment performance
Performing			$	62,970					$	101,901					$	103,347					$	52,420					$	25,303					$	109,113					$	—					$	—					$	455,054
Nonperforming			672						308						241						483						218						3,321						—						—						5,243
Total first lien loans			$	63,642					$	102,209					$	103,588					$	52,903					$	25,521					$	112,434					$	—					$	—					$	460,297
Current period gross charge offs - first lien			$	—					$	—					$	—					$	—					$	—					$	2					$	—					$	—					$	2
Home equity - term:
Payment performance
Performing			$	395					$	752					$	1,040					$	201					$	462					$	3,068					$	—					$	—					$	5,918
Nonperforming			—						—						36						—						—						34						—						—						70
Total home equity - term loans			$	395					$	752					$	1,076					$	201					$	462					$	3,102					$	—					$	—					$	5,988
Current period gross charge offs - home equity - term			$	—					$	—					$	—					$	—					$	—					$	—					$	—					$	—					$	—
Home equity - lines of credit:
Payment performance
Performing			$	—					$	—					$	—					$	—					$	—					$	—					$	200,886					$	100,331					$	301,217
Nonperforming			—						—						—						—						—						—						2,048						296						2,344
Total residential real estate - home equity - lines of credit loans			$	—					$	—					$	—					$	—					$	—					$	—					$	202,934					$	100,627					$	303,561
Current period gross charge offs - home equity - lines of credit			$	—					$	—					$	—					$	—					$	—					$	—					$	63					$	—					$	63
Installment and other loans:
Payment performance
Performing			$	2,197					$	2,764					$	2,209					$	830					$	119					$	496					$	9,817					$	19					$	18,451
Nonperforming			9						3						—						—						—						13						—						—						25
Total Installment and other loans			$	2,206					$	2,767					$	2,209					$	830					$	119					$	509					$	9,817					$	19					$	18,476
Current period gross charge offs - installment and other			$	209					$	12					$	—					$	32					$	—					$	33					$	21					$	—					$	307

For commercial real estate, acquisition and development, commercial and industrial and municipal segments, a loan is evaluated individually when, based on current information and events, it is probable that the Company will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement. Factors considered by management in determining expected credit losses, and whether the loan will be individually evaluated, include payment status, collateral value, and the probability of collecting scheduled principal and interest payments when due. Loans that experience insignificant payment delays and payment shortfalls generally are not individually evaluated. Generally, loans that are more than 90 days past due will be individually evaluated for a specific reserve. Management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower’s prior payment record, and the amount of the shortfall in relation to the principal and interest owed to determine if the loan should be placed on nonaccrual status. Nonaccrual loans are, by definition, deemed to be individually evaluated under CECL. A specific reserve allocation for individually evaluated loans is measured on a loan-by-loan basis for commercial and construction loans by either the present value of the expected future cash flows discounted at the loan’s effective interest rate, the loan’s obtainable market price, or the fair value of the collateral if the loan is collateral dependent. A loan is collateral dependent if the repayment of the loan is expected to be provided solely by the underlying collateral. For loans that are experiencing financial difficulty for extended periods of time, periodic updates on fair values are obtained, which may include updated appraisals. Updated fair values are incorporated into the analysis in the next reporting period.

Loan charge-offs, which may include partial charge-offs, are taken on an individually evaluated loan that is collateral dependent if the carrying balance of the loan exceeds the appraised value of the collateral, the loan has been placed on nonaccrual status or identified as uncollectible, and it is deemed to be a confirmed loss. Typically, loans with a charge-off or

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partial charge-off will continue to be individually evaluated. Generally, an individually evaluated loan with a partial charge-off may continue to have a specific reserve on it after the partial charge-off, if factors warrant.

At March 31, 2025 and December 31, 2024, the Company’s individually evaluated loans were measured based on the estimated fair value of the collateral securing the loan, except for purchased auto loans on nonaccrual status and accruing loans accounted for as TDRs prior to the adoption of ASU 2022-02. For real estate loans, collateral generally consists of commercial or residential real estate, but in the case of commercial and industrial loans, it could also consist of accounts receivable, inventory, equipment or other business assets. Commercial and industrial loans may also have real estate collateral.

Updated appraisals are generally required every 18 months for classified commercial loans, secured by commercial real estate, in excess of $250 thousand. The “as is" value provided in the appraisal is often used as the fair value of the collateral in determining impairment, unless circumstances, such as subsequent improvements, approvals, or other circumstances, dictate that another value than that provided by the appraiser is more appropriate.

Generally, commercial loans secured by real estate that are evaluated individually are measured at fair value using certified real estate appraisals that had been completed within the last 18 months. Appraised values are discounted for estimated costs to sell the property and other selling considerations to arrive at the property’s fair value. In those situations in which it is determined an updated appraisal is not required for loans individually evaluated for credit expected losses, fair values are based on either an existing appraisal or a DCF analysis as determined by management. The approaches are discussed below:

•Existing appraisal – if the existing appraisal provides a strong loan-to-value ratio (generally 70% or lower) and, after consideration of market conditions and knowledge of the property and area, it is determined by the Credit Administration staff that there has not been a significant deterioration in the collateral value, the existing certified appraised value may be used. Discounts to the appraised value, as deemed appropriate for selling costs, are factored into the fair value.

•Discounted cash flows – in limited cases, DCF may be used on projects in which the collateral is liquidated to reduce the borrowings outstanding and is used to validate collateral values derived from other approaches.

Collateral on loans evaluated individually is not limited to real estate, and may consist of accounts receivable, inventory, equipment or other business assets. Estimated fair values are determined based on borrowers’ financial statements, inventory ledgers, accounts receivable aging or appraisals from individuals with knowledge in the business. Stated balances are generally discounted for the age of the financial information or the quality of the assets. In determining fair value, liquidation discounts are applied to this collateral based on existing loan evaluation policies.

The Company distinguishes substandard loans for both loans individually and collectively evaluated, as it places less emphasis on a loan’s classification, and increased reliance on whether the loan was performing in accordance with the contractual terms. A substandard classification does not automatically meet the definition of an individually evaluated loan. Loss potential, while existing in the aggregate amount of substandard loans, does not have to exist in individual extensions of credit classified as substandard. As a result, the Company’s methodology includes an evaluation of certain accruing commercial real estate, acquisition and development, commercial and industrial and municipal loans rated substandard to be collectively evaluated for credit expected losses. Although the Company believes these loans meet the definition of substandard, they are generally performing and management has concluded that it is likely the Company will be able to collect the scheduled payments of principal and interest when due according to the contractual terms of the loan agreement.

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The following table presents the amortized cost basis of nonaccrual loans, according to loan class, with and without reserves on individually evaluated loans as of March 31, 2025 and December 31, 2024. The Company did not recognize interest income on nonaccrual loans during the three months ended March 31, 2025 and 2024.

			March 31, 2025																								December 31, 2024
			Nonaccrual loans with a related ACL						Nonaccrual loans with no related ACL						Total nonaccrual loans						Loans Past Due 90+ Accruing						Nonaccrual loans with a related ACL						Nonaccrual loans with no related ACL						Total nonaccrual loans						Loans Past Due 90+ Accruing
Commercial real estate:
Owner-occupied			$	232					$	5,416					$	5,648					$	—					$	232					$	4,046					$	4,278					$	—
Non-owner occupied			—						1,360						1,360						—						—						1,466						1,466						—
Multi-family			—						—						—						—						—						721						721						237
Non-owner occupied residential			—						278						278						—						—						175						175						—
Acquisition and development:
Commercial and land development			3,006						636						3,642						—						3,282						376						3,658						—
Agricultural			—						790						790						—						—						797						797						—
Commercial and industrial			1,460						1,548						3,008						109						2,822						2,678						5,500						113
Residential mortgage:
First lien			20						5,487						5,507						272						—						5,077						5,077						243
Home equity – term			—						69						69						19						36						34						70						18
Home equity – lines of credit			—						2,411						2,411						—						—						2,344						2,344						30
Installment and other loans			14						—						14						—						15						10						25						—
Total			$	4,732					$	17,995					$	22,727					$	400					$	6,387					$	17,724					$	24,111					$	641

A loan is considered to be collateral-dependent when the borrower is experiencing financial difficulty and the repayment is expected to be provided substantially through the operation or sale of collateral. At March 31, 2025 and December 31, 2024, substantially all individually evaluated loans were collateral-dependent and consisted primarily of commercial real estate, acquisition and development and residential mortgage loans, which were primarily secured by commercial or residential real estate.

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The following table presents the amortized cost basis of collateral-dependent loans by class as of March 31, 2025 and December 31, 2024:

			Type of Collateral
March 31, 2025			Business Assets						Commercial Real Estate						Equipment						Land						Residential Real Estate												Other						Total
Commercial real estate:
Owner occupied			$	—					$	5,648					$	—					$	—					$	—											$	—					$	5,648
Non-owner occupied			—						1,360						—						—						—												—						1,360
Non-owner occupied residential			—						278						—						—						—												—						278
Acquisition and development:
Commercial and land development			—						3,642						—						—						—												—						3,642
Agricultural			—						—						—						790						—												—						790
Commercial and industrial			1,726						—						1,287						—						—												—						3,013
Residential mortgage:
First lien			—						—						—						—						5,297												—						5,297
Home equity - term			—						—						—						—						69												—						69
Home equity - lines of credit			—						—						—						—						2,411												—						2,411
Installment and other loans			—						—						3						—						—												—						3
Total			$	1,726					$	10,928					$	1,290					$	790					$	7,777											$	—					$	22,511
December 31, 2024
Commercial real estate:
Owner occupied			$	—					$	4,269					$	—					$	—					$	—											$	—					$	4,269
Non-owner occupied			—						1,463						—						—						—												—						1,463
Multi-family			—						721						—						—						—												—						721
Non-owner occupied residential			—						175						—						—						—												—						175
Acquisition and development:
Commercial and land development			—						3,381						—						277						—												—						3,658
Agricultural			—						—						—						797						—												—						797
Commercial and industrial			1,919						—						3,515						—						—												—						5,434
Residential mortgage:
First lien			—						—						—						—						5,007												—						5,007
Home equity - term			—						—						—						—						70												—						70
Home equity - lines of credit			—						—						—						—						2,344												—						2,344
Installment and other loans			—						—						3						—						—												9						12
Total			$	1,919					$	10,009					$	3,518					$	1,074					$	7,421											$	9					$	23,950

The Company may modify loans to borrowers experiencing financial difficulty by providing principal forgiveness, term extension, interest rate reduction or an other-than-insignificant payment delay. When principal forgiveness is provided, the amount of forgiveness is charged off against the ACL. The Company may also provide multiple types of modifications on an individual loan. During the three months ended March 31, 2025, the Company extended modifications to three borrowers experiencing financial difficulty that had a more-than-insignificant direct change in the contractual cash flows of the loan. The Company did not extend modifications to borrowers experiencing financial difficulty that had a more-than-insignificant direct change in the contractual cash flows of the loan during the three months ended March 31, 2024. For loans previously modified to borrowers experiencing financial difficulty, there were FDMs totaling $1.0 million that were 90 days or more past due and accruing. The Company had committed to lend additional amounts to one commercial client, who was experiencing financial difficulty, with a loan previously modified that was a FDM. At March 31, 2025, the total commitment was $350 thousand and the outstanding loan balance was $50 thousand.

The following tables presents the amortized cost of loans at March 31, 2025 that were both experiencing financial difficulty and modified during the three months ended March 31, 2025, by loan class and by type of modification. The

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percentage of the amortized cost of loans that were modified to borrowers experiencing difficulty as compared to the amortized cost of loan class is also presented below.

Three Months Ended   March 31, 2025			Principal Forgiveness						Payment Delay						Term Extension						Interest Rate Reduction						Combination Term Extension and Principal Forgiveness						Combination Term Extension and Interest Rate Reductions						Total Class of Financing Receivable
Commercial real estate:
Owner-occupied			—						—						8						—						—						—						—		%
Acquisition and development:
Commercial and land development			—						—						5,016						—						—						—						2.21		%
Total:			—						—						5,024						—						—						—

The Company monitors the performance of the modified loans to borrowers experiencing financial difficulty to determine the effectiveness of its modification efforts. The following table presents the performance of the loans modified during the three months ended March 31, 2025, which includes loans that remain on nonaccrual status:

March 31, 2025			Current						30-59 Days Past Due						60-89 Days Past Due						90 Days or More Past Due						Total						Non-Accrual
Commercial real estate:
Owner-occupied			$	—					$	—					$	—					$	—					$	—					$	8
Acquisition and development:
1-4 family residential construction			—						—						—						—						—						—
Commercial and land development			4,747						—						—						—						4,747						269
Total:			4,747						—						—						—						4,747						277

The following table presents the financial effect of the loan modifications presented above to borrowers experiencing financial difficulty during the three and three months ended March 31, 2025:

March 31, 2025			Principal Forgiveness						Weighted Average Interest Rate Reduction						Weighted Average Term Extension (in years)
Commercial real estate:
Owner-occupied			$	—					—		%				0.3
Acquisition and development:
Commercial and land development			—						—		%				0.5

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Management further monitors the performance and credit quality of the loan portfolio by analyzing the length of time a portfolio is past due by aggregating loans based on its delinquencies. The following table presents the classes of the loan portfolio summarized by aging categories at March 31, 2025 and December 31, 2024:

			30-59 Days Past Due						60-89 Days Past Due						90+ Days Past Due						Total Past Due						Loans Not Past Due						Total Loans
March 31, 2025
Commercial real estate:
Owner occupied			$	1,546					$	899					$	1,345					$	3,790					$	614,064					$	617,854
Non-owner occupied			146						—						—						146						1,157,237						1,157,383
Multi-family			938						—						—						938						256,786						257,724
Non-owner occupied residential			140						74						178						392						167,962						168,354
Acquisition and development:
1-4 family residential construction			2,095						—						—						2,095						38,526						40,621
Commercial and land development			734						—						3,005						3,739						223,695						227,434
Agricultural			185						—						845						1,030						133,886						134,916
Commercial and industrial			245						76						2,089						2,410						453,084						455,494
Municipal			—						—						—						—						30,780						30,780
Residential mortgage:
First lien			22,834						2,108						1,780						26,722						437,920						464,642
Home equity - term			27						—						88						115						9,109						9,224
Home equity - lines of credit			1,690						413						1,263						3,366						292,454						295,820
Installment and other loans			67						—						3						70						15,669						15,739
			$	30,647					$	3,570					$	10,596					$	44,813					$	3,831,172					$	3,875,985
December 31, 2024
Commercial real estate:
Owner occupied			$	1,753					$	2,070					$	1,433					$	5,256					$	628,311					$	633,567
Non-owner occupied			1,251						148						72						1,471						1,158,767						1,160,238
Multi-family			124						—						237						361						273,774						274,135
Non-owner occupied residential			1,383						115						65						1,563						177,949						179,512
Acquisition and development:
1-4 family residential construction			1,540						532						—						2,072						45,360						47,432
Commercial and land development			818						—						3,301						4,119						237,305						241,424
Agricultural			466						845						—						1,311						123,845						125,156
Commercial and industrial			410						280						4,459						5,149						446,235						451,384
Municipal			237						—						—						237						29,807						30,044
Residential mortgage:
First lien			17,534						4,827						2,822						25,183						435,114						460,297
Home equity - term			37						69						18						124						5,864						5,988
Home equity - lines of credit			3,612						318						1,208						5,138						298,423						303,561
Installment and other loans			94						11						12						117						18,359						18,476
			$	29,259					$	9,215					$	13,627					$	52,101					$	3,879,113					$	3,931,214

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The Company’s ACL is calculated quarterly, with any adjustment recorded to the provision for credit losses in the consolidated statements of income. Management calculates the quantitative portion of collectively evaluated loans for all loan categories, with the exception of the consumer loan segment, using DCF methodology. For purposes of calculating the quantitative portion of collectively evaluated reserves on the consumer loan segment, the remaining life methodology is utilized. For purposes of estimating the Company’s ACL, management generally evaluates collectively evaluated loans by federal call code, which represents the loan classes based upon U.S. regulatory loan classification rules, in order to group loans with similar risk characteristics.

Loans that do not share similar risk characteristics are evaluated on an individual loan basis, and are excluded from the collective evaluation for the ACL. Loans identified to be individually evaluated under CECL include loans on nonaccrual status and may include accruing loans that do not share similar risk characteristics to other accruing loans that are collectively evaluated on a loan pool basis. A specific analytical method is applied to the individually evaluated loans, which considers collateral value, an observable market price or the present value of expected future cash flows. A specific reserve is assigned if the measured value of the loan using one of the before mentioned methods is less than the current carrying value of the loan.

Based on management's analysis, adjustments may be applied for additional factors impacting the risk of loss in the loan portfolio beyond the quantitatively calculated reserve calculated on collectively evaluated loans. As the quantitative reserve calculation incorporates historical conditions, management may consider an additional or reduced reserve is warranted through qualitative risk factors based on current and expected conditions, which may be assigned at different levels of significance: minor, moderate or major. These qualitative risk factors considered by management include significant or unexpected changes in:

Nature and Volume of Loans – including loan growth in the current and subsequent quarters based on the Company’s targeted growth and strategic plan, coupled with the types of loans booked based on risk management and credit culture; the number of exceptions to loan policy; and supervisory loan to value exceptions.

Concentrations of Credit and Changes within Credit Concentrations – including the composition of the Company’s overall portfolio makeup and management's evaluation related to concentration risk management and the inherent risk associated with the concentrations identified.

Lending Policies and Procedures, Underwriting Standards and Recovery Practices – including changes to credit policies and procedures, underwriting standards and perceived impact on anticipated losses, trends in the number of exceptions to loan policy, supervisory loan to value exceptions; and administration of loan recovery practices.

Delinquency and Classified Loan Trends – including delinquency percentages and internal loan ratings noted in the portfolio relative to economic conditions, severity of the delinquencies and the ratings and whether the ratios are trending upwards or downwards.

Collateral Valuation Trends – including underlying market conditions and impact on the collateral values securing the loans.

Experience, Ability and Depth of Management/Lending staff – including the level of experience of senior and middle management and the lending staff, turnover of the staff, and instances of repeat criticisms.

Quality of Loan Review System – including the level of experience of the loan review staff, in-house versus outsourced provider of review, turnover of the staff and instances of repeat criticisms from independent testing, which includes the evaluation of internal loan ratings of the portfolio.

Economic Conditions – including trends in the international, national, regional and local conditions that monitor the interest rate environment, inflationary pressures, the consumer price index, the housing price index, housing statistics, and bankruptcy rates.

Other External Factors - including regulatory and legal environment risks and competition.

All factors noted above were deemed appropriate at March 31, 2025. For the three months ended March 31, 2025, a qualitative factor was added at a minor level for Other External Factors for all loan classes due to the uncertainty created within the global and domestic markets from changes in U.S. economic policy, including the recently implemented tariffs, the Economic Conditions qualitative factor at a minor level and the Delinquency and Classified Loan Trends qualitative factor at a moderate level were added for the residential senior liens loan class and the Delinquency and Classified Loan Trends qualitative factor at a moderate level was added for the home equity loan class. An adjustment to the Economic Conditions qualitative factor was based on current market interest rates and prepayment speeds, and the adjustment to Delinquency and Classified Loan Trends was based on delinquencies and downgrades within the aforementioned loan classes.

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The following table presents the activity in the ACL for the three months ended March 31, 2025 and 2024:

			Commercial																																				Consumer
			Commercial Real Estate						Acquisition and Development						Agricultural						Commercial and Industrial						Municipal						Total						Residential Mortgage						Installment and Other						Total												Total
Three Months Ended
March 31, 2025
Balance, beginning of period			$	29,551					$	6,601					$	110					$	6,190					$	320					$	42,772					$	5,240					$	677					$	5,917											$	48,689
Provision for credit losses			(3,587)						(452)						78						1,236						107						(2,618)						1,998						66						2,064												(554)
Charge-offs			(75)						—						(25)						(517)						—						(617)						—						(276)						(276)												(893)
Recoveries			4						1						—						453						—						458						74						30						104												562
Balance, end of period			$	25,893					$	6,150					$	163					$	7,362					$	427					$	39,995					$	7,312					$	497					$	7,809											$	47,804
March 31, 2024
Balance, beginning of period			$	17,873					$	2,241					$	437					$	5,369					$	157					$	26,077					$	2,424					$	201					$	2,625											$	28,702
Provision for loan losses			78						(9)						(44)						(417)						7						(385)						763						43						806												421
Charge-offs			—						—						—						(46)						—						(46)						—						(53)						(53)												(99)
Recoveries			24						1						—						90						—						115						6						20						26												141
Balance, end of period			$	17,975					$	2,233					$	393					$	4,996					$	164					$	25,761					$	3,193					$	211					$	3,404											$	29,165

NOTE 5. LEASES

A lease provides the lessee the right to control the use of an identified asset for a period of time in exchange for consideration. The Company has primarily entered into operating leases for branches and office space. Most of the Company's leases contain renewal options, which the Company is reasonably certain to exercise. Including renewal options, the Company's leases range from 3 to 28 years. Operating and finance lease right-of-use assets are included in other assets, operating lease liabilities are included in other liabilities and the finance lease liability is included in other borrowings on the Company's unaudited condensed consolidated balance sheets.

The Company uses its incremental borrowing rate to determine the present value of the lease payments, as the rate implicit in the Company's leases is not readily determinable. Lease agreements that contain non-lease components are generally accounted for as a single lease component, while variable costs, such as common area maintenance expenses and property taxes, are expensed as incurred.

The following table summarizes the Company's operating leases at March 31, 2025 and December 31, 2024.

			March 31, 2025						December 31, 2024
Operating lease ROU assets			$	13,439					$	13,438
Operating lease ROU liabilities			14,234						14,270
Weighted-average remaining lease term (in years)			15.4						15.6
Weighted-average discount rate			4.9		%				4.8		%

The following table summarizes the Company's finance lease at March 31, 2025 and December 31, 2024.

			March 31, 2025						December 31, 2024
Financing lease assets			$	346					$	362
Weighted-average remaining lease term (in years)			4.9						5.2
Weighted-average discount rate			5.0		%				5.0		%

The following table presents information related to the Company's operating leases for the three months ended March 31, 2025 and 2024:

									Three Months Ended
															March 31, 2025						March 31, 2024
Cash paid for operating lease liabilities															$	393					$	335
Cash paid for finance lease liabilities															19						n/a
Operating lease expense															856						356

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The following table presents expected future maturities of the Company's operating lease liabilities as of March 31, 2025:

2025			$	1,188
2026			1,610
2027			1,644
2028			1,377
2029			1,295
Thereafter			13,955
			21,069
Less: imputed interest			6,835
Total operating lease liabilities			$	14,234

NOTE 6. GOODWILL AND OTHER INTANGIBLE ASSETS

At both March 31, 2025 and December 31, 2024, goodwill was $68.1 million. During 2024, $49.4 million of goodwill was added through the Merger with Codorus Valley. As permitted under GAAP, the Company has up to twelve months following the date of the merger to finalize the fair values of the acquired assets and assumed liabilities related to the merger of Codorus Valley. During this measurement period, the Company may record subsequent adjustments to goodwill for provisional amounts recorded at the merger date.

			March 31, 2025						December 31, 2024
Balance, beginning of year			$	68,106					$	18,724
Acquired goodwill			—						49,382
Balance, end of period			$	68,106					$	68,106

Goodwill is not amortized, but is reviewed for potential impairment on at least an annual basis, with testing between annual tests if an event occurs or circumstances change that could potentially reduce the fair value of a reporting unit. The Company conducted its last annual goodwill impairment test as of November 30, 2024 using generally accepted valuation methods. As a result of that impairment test, no goodwill impairment was identified. No changes occurred that would impact the results of that analysis through March 31, 2025. No impairment charges were recorded in the three months ended March 31, 2025 and 2024.

The Company acquired core deposit intangibles of $40.1 million and customer relationship intangible assets associated with wealth and brokerage businesses totaling $10.6 million from the Merger. The core deposit intangible and customer relationship intangible assets are amortized based on the sum-of-the-years digits method over the expected life of 10 years. The Company also acquired an investment advisory business and related accounts with assets under management of $85.0 million on July 1, 2024. In connection with this acquisition, the Company recorded an intangible asset totaling $374 thousand associated with the customer list, which will be amortized based on the sum-of-the-years digits method over the expected life of seven years.

The following table presents changes in and components of other intangible assets for the three months ended March 31, 2025 and 2024. No impairment charges were recorded on other intangible assets during the three months ended March 31, 2025 and 2024.

									Three Months Ended March 31,
															2025						2024
Beginning of period															$	47,765					$	2,414
Amortization expense															(2,535)						(225)
Balance, end of period															$	45,230					$	2,189

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The following table presents the components of other identifiable intangible assets at March 31, 2025 and December 31, 2024:

			March 31, 2025												December 31, 2024
			Gross Amount						Accumulated Amortization						Gross Amount						Accumulated Amortization
Amortized intangible assets:
Core deposit intangible			$	48,530					$	12,950					$	48,530					$	10,911
Customer relationship intangibles			11,242						1,592						11,242						1,096
Total			$	59,772					$	14,542					$	59,772					$	12,007

The following table presents future estimated aggregate amortization expense for other identifiable intangible assets at March 31, 2025:

2025			$	7,233
2026			8,587
2027			7,407
2028			6,228
2029			5,127
Thereafter			10,648
Total other identifiable intangible assets			$	45,230

NOTE 7. SHARE-BASED COMPENSATION PLANS

The Company maintains share-based compensation plans under the shareholder-approved 2011 Plan. The purpose of the share-based compensation plans is to provide officers, employees, and non-employee members of the Board of Directors of the Company with additional incentive to further the success of the Company, and awards may consist of grants of incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock, deferred stock units and performance shares. All employees and members of the Board of Directors of the Company and its subsidiaries are eligible to participate in the 2011 Plan. The 2011 Plan allows for the Compensation Committee of the Board of Directors to determine the type of incentive to be awarded, its term, manner of exercise, vesting and restrictions on shares. Generally, awards are nonqualified under the IRC, unless the awards are deemed to be incentive awards to employees at the Compensation Committee’s discretion.

At March 31, 2025, 1,281,920 shares of the common stock of the Company were reserved, of which 14,384 shares were available to be issued.

The following table presents a summary of nonvested restricted shares activity for the three months ended March 31, 2025:

			Shares						Weighted Average Grant Date Fair Value
Nonvested shares, beginning of year			264,328						$	26.73
Granted			96,689						33.43
Forfeited			(1,300)						33.80
Vested			(43,263)						26.80
Nonvested shares, at period end			316,454						$	28.74

The following table presents restricted share compensation expense, with tax benefit information, and fair value of shares vested, for the three months ended March 31, 2025 and 2024:

									Three months ended March 31,
															2025						2024
Restricted share award expense															$	1,354					$	945
Restricted share award tax benefit															284						198
Fair value of shares vested															1,475						2,888

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The unrecognized compensation expense related to the share awards totaled $5.3 million at March 31, 2025 and $3.6 million at December 31, 2024. The unrecognized compensation expense at March 31, 2025 is expected to be recognized over a weighted-average period of 1.9 years.

The following table presents the summary of stock option activity as of March 31, 2025. The weighted average of remaining contractual term of shares exercisable is 1.3 years.

			Shares						Weighted Average Exercise Price
Outstanding at December 31, 2024			50,007						$	23.13
Exercised			(9,458)						26.63
Outstanding at end of period			40,549						22.31
Fully vested and expected to vest			40,549						22.31
Exercisable, at period end			40,549						$	22.31

The following table presents information about stock options exercised for the three months ended March 31, 2025:

			March 31, 2025
Total intrinsic value of options exercised			$	42
Cash received from options exercised			252
Tax benefit realized from stock options exercised			9

The Company maintains an employee stock purchase plan to provide employees of the Company with an opportunity to purchase Company common stock. Eligible employees may purchase shares in an amount that does not exceed the lesser of the IRS limit of $25,000 or 10% of their annual salary at the lower of 95% of the fair market value of the shares on the semi-annual offering date, or related purchase date. The purchases occur in March and September of each year. The Company reserved 350,000 shares of its common stock to be issued under the employee stock purchase plan. At March 31, 2025, 125,647 shares were available to be issued.

The following table presents information for the employee stock purchase plan for the three months ended March 31, 2025 and 2024:

									Three months ended March 31,
															2025						2024
Shares purchased															2,080						3,850
Weighted average price of shares purchased															$	31.83					$	20.67
Compensation expense recognized															$	3					$	22

The Company issues new shares or treasury shares, depending on market conditions, in its share-based compensation plans.

NOTE 8. DEPOSITS

The following table summarizes deposits by type at March 31, 2025 and December 31, 2024.

			2025						2024
Noninterest-bearing demand deposits			$	932,152					$	894,176
Interest-bearing demand deposits			1,207,227						1,154,761
Money market and savings			1,548,898						1,581,267
Time ($250,000 or less)			780,848						822,781
Time (over $250,000)			164,591						170,111
Total			$	4,633,716					$	4,623,096

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NOTE 9. DERIVATIVE FINANCIAL INSTRUMENTS

The Company is exposed to certain risks arising from both its business operations and economic conditions. The Company principally manages its exposures to a wide variety of business and operational risks through management of its core business activities. The Company manages economic risks, including interest rate, liquidity, and credit risk primarily by managing the amount, sources, and duration of its assets and liabilities and also through the use of derivative financial instruments. Specifically, the Company may enter into derivative financial instruments to manage exposures that arise from business activities that result in the receipt or payment of future known and uncertain cash amounts, the value of which are determined by interest rates. The Company's derivative financial instruments are used as risk management tools by the Company to manage differences in the amount, timing, and duration of the Company’s known or expected cash receipts and its known or expected cash payments principally related to the Company’s investment securities and borrowings and are not used for trading or speculative purposes.

The Company’s objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish this objective, the Company primarily uses interest rate swaps and interest rate caps as part of its interest rate risk management strategy.

Interest rate swaps designated as cash flow hedges involve limiting the Company's exposure to fluctuations in future cash flows through the receipt of fixed or variable amounts from a counterparty in exchange for the Company making variable-rate or fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. The Company discontinues cash flow hedge accounting if it is probable the forecasted hedged transactions will not occur in the initially identified time period due to circumstances. Upon discontinuance, the associated gains and losses deferred in AOCI are reclassified immediately into earnings and subsequent changes in the fair value of the cash flow hedge are recognized in earnings.

At both March 31, 2025 and December 31, 2024, the Company had one interest rate swap designated as a cash flow hedge with a notional value of $75.0 million, which was a pay-fixed hedge for the purpose of hedging variable cash flows associated with the Company's borrowings. During the three months ended March 31, 2025, the Company did not enter into new interest rate swaps designated as cash flow hedges.

Derivatives designated and qualifying as a hedge of the exposure to changes in the fair value of an asset, liability or firm commitment attributable to a particular risk, such as interest rate risk, are considered fair value hedges. The gain or loss on the fair value hedge, as well as the offsetting loss or gain on the hedged item attributable to the hedged risk, are recognized in current earnings as the fair value changes. When a fair value hedge is discontinued, the hedged asset or liability is no longer adjusted for changes in fair value and the existing basis adjustment is amortized or accreted over the remaining life of the asset or liability.

During the three months ended March 31, 2025, the Company terminated its three pay-fixed interest rate swaps with a total notional value of $100.0 million, which were on closed portfolio loans with the Bank's commercial clients. The Company recorded a gain from the termination of $129 thousand, which was included in other noninterest income in the unaudited consolidated statements of income. The interest rate swaps are designated as fair value hedges and allow the Company to offer long-term fixed rate loans to commercial clients while mitigating the interest rate risk of a long-term asset by converting fixed rate interest payments to floating rate interest payments indexed to a synthetic U.S. SOFR rate.

The Company enters into interest rate swap agreements that allow its commercial loan customers to effectively convert a variable-rate commercial loan agreement to a fixed-rate commercial loan agreement. Under these agreements, the Company enters into a variable-rate loan agreement with a customer in addition to an interest rate swap agreement, which serves to effectively swap the customer’s variable-rate loan into a fixed-rate loan. In addition, the Company may enter into interest rate caps that allow its commercial loan customers to gain protection against significant interest rate increases and provide an upper limit, or cap, on the variable interest rate. The Company then enters into a corresponding swap or cap agreement with a third party in order to economically hedge its exposure through the customer agreement. The interest rate swaps and interest rate caps with both the customers and third parties are not designated as hedges and are marked through earnings. At March 31, 2025, the Company had 74 customer and 74 corresponding third-party broker interest rate derivatives not designated as a hedging instrument with an aggregate notional amount of $836.8 million compared to $789.3 million in notional amount of such derivative instruments at December 31, 2024. During the three months ended March 31, 2025, the Company entered into nine new interest rate swaps with a commercial loan customer and recorded swap fee income of $394 thousand. The Company entered into one new interest rate swap and recorded $199 thousand in swap fee income during the three months ended

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March 31, 2024. Swap fee income is included in other noninterest income in the unaudited condensed consolidated statements of income.

At March 31, 2025 and December 31, 2024, the Company had cash collateral of $5.1 million and $6.7 million with third parties for certain of these derivatives, respectively. At March 31, 2025 and December 31, 2024, the Company held cash collateral of $2.9 million and $8.3 million from a counterparty for these derivatives, respectively.

The Company also may enter into risk participation agreements with a financial institution counterparty for an interest rate derivative contract related to a loan in which the Company may be a participant or the agent bank. The risk participation agreement provides credit protection to the agent bank should the borrower fail to perform on its interest rate derivative contracts with the agent bank. The Company manages its credit risk on the risk participation agreement by monitoring the creditworthiness of the borrower, which is based on the same credit review process as though the Company had entered into the derivative instruments directly with the borrower. The notional amount of such risk participation agreement reflects the Company’s pro-rata share of the derivative instrument, consistent with its share of the related participated loan. At March 31, 2025 and December 31, 2024, the Company had five and six risk participation agreements with sold protection with a notional value of $39.8 million and $47.5 million, respectively. In addition, the Company had five risk participations with purchased protection with a notional value of $23.7 million at both March 31, 2025 and December 31, 2024. The Company did not enter into any risk participation agreements during the three months ended March 31, 2025. One risk participation with sold protection was terminated during the three months ended March 31, 2025. The Company did not enter into any new risk participations during the three months ended March 31, 2024.

As a part of its normal residential mortgage operations, the Company will enter into an interest rate lock commitment with a potential borrower. The Company may enter into a corresponding commitment with an investor to sell that loan at a specific price shortly after origination. In accordance with FASB ASC 820, adjustments are recorded through earnings to account for the net change in fair value of these transactions for the held for sale loan pipeline. The fair value of held for sale loans can vary based on the interest rate locked with the customer and the current market interest rate at the balance sheet date.

The following table summarizes the fair value of the Company's derivative instruments at March 31, 2025 and December 31, 2024:

			March 31, 2025																		December 31, 2024
			Notional Amount						Balance Sheet Location						Fair Value						Notional Amount						Balance Sheet Location						Fair Value
Derivatives designated as hedging instruments:
Cash flow hedge designation:
Interest rate swaps -FHLB advances			$	75,000					Other assets						$	222					$	75,000					Other assets						$	1,138
Fair value hedge designation:
Interest rate swaps - commercial loans			n/a						Other liabilities						n/a						100,000						Other liabilities						(252)
Total derivatives designated as hedging instruments															$	222																	$	886
Derivatives not designated as hedging instruments:
Interest rate swaps			$	412,610					Other assets						$	12,908					$	388,851					Other assets						$	12,240
Interest rate swaps			412,610						Other liabilities						(13,158)						388,851						Other liabilities						(12,239)
Purchased options – rate cap			5,787						Other assets						2						5,813						Other assets						5
Written options – rate cap			5,787						Other liabilities						(2)						5,813						Other liabilities						(5)
Risk participations - sold credit protection			39,790						Other liabilities						(89)						47,545						Other liabilities						(79)
Risk participations - purchased credit protection			23,671						Other assets						61						23,726						Other assets						48
Interest rate lock commitments with customers			5,161						Other assets						113						679						Other assets						20
Forward sale commitments			4,836						Other liabilities						(1)						6,508						Other assets						24
Total derivatives not designated as hedging instruments															$	(166)																	$	14

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The following table presents the carrying amount and associated cumulative basis adjustment related to the application of fair value hedge accounting that is included in the carrying amount of hedged assets as of March 31, 2025 and 2024.

			Carrying Amounts of Hedged Assets												Cumulative Amounts of Fair Value Hedging Adjustments Included in the Carrying Amounts of the Hedged Assets
			Three Months Ended March 31,												Three Months Ended March 31,
			2025						2024						2025						2024
Commercial loans			$	—					$	100,000					$	—					$	(9)

The following tables summarize the effect of the Company's derivative financial instruments on OCI and net income for the three months ended March 31, 2025 and 2024:

			Amount of (Loss) Gain Recognized in OCI on Derivative
			Three Months Ended March 31,
			2025						2024
Derivatives in cash flow hedging relationships:
Interest rate products			$	(916)					$	1,428

									Amount of Loss Reclassified from AOCI into Income												Location of Loss Recognized from AOCI into Income
									Three Months Ended March 31,
															2025						2024
Derivatives in cash flow hedging relationships:
Interest rate products															$	—					$	—					Interest income

									Amount of (Loss) Gain Recognized in Income												Location of Gain Recognized in Income
									Three Months Ended March 31,
															2025						2024
Derivatives designated as hedging instruments
Fair value hedge designation:
Interest rate swaps - commercial loans (1)															$	(1)					$	3					Interest income on loans
Derivatives not designated as hedging instruments:
Interest rate products															$	(252)					$	44					Other operating expenses
Risk participation agreements															3						81						Other operating expenses
Interest rate lock commitments with customers															93						2						Mortgage banking activities
Forward sale commitments															(25)						2						Mortgage banking activities
Total derivatives not designated as hedging instruments															$	(181)					$	129
(1) Amount includes the net of the change in the fair value of the interest rate swaps hedging commercial loans and the change in the carrying value included in the hedged commercial loans.

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The following table is a summary of components for interest rate swaps designated as hedging instruments at March 31, 2025 and December 31, 2024:

			Weighted Average Pay Rate						Weighted Average Receive Rate						Weighted Average Maturity in Years
March 31, 2025
Cash flow hedge designation:
Interest rate swaps - FHLB advances			3.49		%				4.34		%				3.0
December 31, 2024
Cash flow hedge designation:
Interest rate swaps - FHLB advances			3.49		%				4.53		%				3.3
Fair value hedge designation:
Interest rate swaps - commercial loans			4.12		%				4.53		%				2.7

NOTE 10. SHAREHOLDERS’ EQUITY AND REGULATORY CAPITAL

Banks and bank holding companies are subject to regulatory capital requirements administered by federal banking agencies. Capital adequacy guidelines and, additionally for banks, prompt corrective action regulations, involve quantitative measures of assets, liabilities and certain off-balance sheet items calculated under regulatory accounting practices. Capital amounts and classifications are also subject to qualitative judgments by regulators. Failure to meet capital requirements can initiate regulatory action. Under the Basel Committee on Banking Supervision's capital guidelines for U.S. Banks, an entity must hold a capital conservation buffer above the adequately capitalized risk-based capital ratios. The Company and the Bank have elected not to include net unrealized gains or losses included in AOCI in computing regulatory capital.

The Company and the Bank met all capital adequacy requirements to which they are subject at March 31, 2025 and December 31, 2024. Prompt corrective action regulations provide five classifications: well-capitalized, adequately capitalized, undercapitalized, significantly undercapitalized and critically undercapitalized, although these terms are not used to represent overall financial condition. If adequately capitalized, regulatory approval is required to accept brokered deposits. If undercapitalized, capital distributions are limited, as is asset growth and expansion, and capital restoration plans are required. At March 31, 2025, the most recent regulatory notifications categorized the Bank as well capitalized under the regulatory framework for prompt corrective action. There are no conditions or events since that notification that management believes have changed the Bank's classification.

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The following table presents capital amounts and ratios at March 31, 2025 and December 31, 2024:

			Actual												For Capital Adequacy Purposes (includes applicable capital conservation buffer)												To Be Well Capitalized Under Prompt Corrective Action Provisions
			Amount						Ratio						Amount						Ratio						Amount						Ratio
March 31, 2025
Total risk-based capital:
Orrstown Financial Services, Inc.			$	558,790					13.1		%				$	448,390					10.5		%				n/a						n/a
Orrstown Bank			555,955						13.0		%				448,396						10.5		%				$	427,044					10.0		%
Tier 1 risk-based capital:
Orrstown Financial Services, Inc.			460,912						10.8		%				362,982						8.5		%				n/a						n/a
Orrstown Bank			506,304						11.9		%				362,987						8.5		%				341,635						8.0		%
Tier 1 common equity risk-based capital:
Orrstown Financial Services, Inc.			453,162						10.6		%				298,927						7.0		%				n/a						n/a
Orrstown Bank			506,304						11.9		%				298,930						7.0		%				277,578						6.5		%
Tier 1 leverage capital:
Orrstown Financial Services, Inc.			460,912						8.6		%				214,143						4.0		%				n/a						n/a
Orrstown Bank			506,304						9.5		%				214,266						4.0		%				267,833						5.0		%
December 31, 2024
Total risk-based capital:
Orrstown Financial Services, Inc.			$	543,170					12.4		%				$	458,593					10.5		%				n/a						n/a
Orrstown Bank			539,929						12.4		%				458,609						10.5		%				$	436,770					10.0		%
Tier 1 risk-based capital:
Orrstown Financial Services, Inc.			445,146						10.2		%				371,242						8.5		%				n/a						n/a
Orrstown Bank			490,029						11.2		%				371,255						8.5		%				349,416						8.0		%
Tier 1 common equity risk-based capital:
Orrstown Financial Services, Inc.			437,456						10.0		%				305,728						7.0		%				n/a						n/a
Orrstown Bank			490,029						11.2		%				305,739						7.0		%				283,901						6.5		%
Tier 1 leverage capital:
Orrstown Financial Services, Inc.			445,146						8.3		%				215,375						4.0		%				n/a						n/a
Orrstown Bank			490,029						9.1		%				215,375						4.0		%				269,219						5.0		%

The Company maintains a stockholder dividend reinvestment and stock purchase plan. Under the plan, shareholders may purchase additional shares of the Company’s common stock at the prevailing market prices with reinvested dividends and voluntary cash payments. The Company reserved 1,045,000 shares of its common stock to be issued under the dividend reinvestment and stock purchase plan. At March 31, 2025, approximately 665,000 shares were available to be issued under the plan.

In September 2015, the Board of Directors of the Company authorized a share repurchase program pursuant to which the Company could repurchase up to 416,000 shares of the Company's outstanding shares of common stock, in accordance with all applicable securities laws and regulations, including Rule 10b-18 of the Exchange Act, as amended. On April 19, 2021, the Board of Directors authorized the additional repurchase of up to 562,000 shares of its outstanding common stock for a total of 978,000 shares. When and if appropriate, repurchases may be made in the open market or privately negotiated transactions, depending on market conditions, regulatory requirements and other corporate considerations, as determined by management. Share repurchases may not occur and may be discontinued at any time. For the three months ended March 31, 2025, the Company repurchased zero shares of its common stock. At March 31, 2025, 949,533 shares had been repurchased at a total cost of $21.2 million, or $22.36 per share. Common stock available for future repurchase totals 28,467 shares, or 0.1% of the Company's outstanding common stock at March 31, 2025.

On April 22, 2025, the Board of Directors declared a cash dividend of $0.26 per common share, which will be paid on May 13, 2025 to shareholders of record at May 6, 2025.

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NOTE 11. EARNINGS PER SHARE

The following table presents earnings per share for the three months ended March 31, 2025 and 2024:

									Three Months Ended March 31,
(shares presented in the table are in thousands)															2025						2024
Net income															$	18,051					$	8,531
Weighted average shares outstanding - basic															19,157						10,349
Dilutive effect of share-based compensation															171						133
Weighted average shares outstanding - diluted															19,328						10,482
Per share information:
Basic earnings per share															$	0.94					$	0.82
Diluted earnings per share															0.93						0.81

For the three months ended March 31, 2025 and 2024, there were average outstanding restricted award shares totaling 2,070 and 1,549 shares, respectively, excluded from the computation of earnings per share because the effect was antidilutive, as the grant price exceeded the average market price. The dilutive effect of share-based compensation in each period above relates to restricted stock awards and vested stock options assumed from the Merger.

NOTE 12. FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK

The Company is a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its clients. These financial instruments include commitments to extend credit and standby letters of credit. Those instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the unaudited condensed consolidated balance sheets. The contract amounts of those instruments reflect the extent of involvement the Company has in particular classes of financial instruments.

The Company’s exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and standby letters of credit and financial guarantees written is represented by the contractual amount of those instruments. The Company uses the same credit policies in making commitments and conditional obligations as it does for on-balance sheet instruments. The following table presents these contractual, or notional, amounts at March 31, 2025 and December 31, 2024.

			Contractual or Notional Amount
			March 31, 2025						December 31, 2024
Commitments to fund:
Home equity lines of credit			$	540,564					$	538,204
1-4 family residential construction loans			105,547						107,475
Commercial real estate, construction and land development loans			190,587						236,445
Commercial, industrial and other loans			602,556						706,783
Letters of credit			35,148						42,691

Commitments to extend credit are agreements to lend to a client as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require the payment of a fee. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The Company evaluates each client’s credit-worthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Company upon extension of credit, is based on management’s credit evaluation of the client. Collateral varies but may include accounts receivable, inventory, equipment, residential real estate, and income-producing commercial properties.

Standby letters of credit and financial guarantees written are conditional commitments issued by the Company to guarantee the performance of a client to a third party. Those guarantees are primarily issued to support public and private borrowing arrangements. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loans to clients. The Company holds collateral supporting those commitments when deemed necessary by management. The liability at March 31, 2025 and December 31, 2024 for guarantees under standby letters of credit issued was not considered to be material.

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The Company maintains a reserve on its off-balance sheet credit exposures, which totaled $2.5 million at both March 31, 2025 and December 31, 2024, respectively, and is recorded in other liabilities on the unaudited condensed consolidated balance sheets. The reserve is based on management's estimate of expected losses in its off-balance sheet credit exposures. The reserve specific to unfunded loan commitments is determined by applying utilization assumptions based on historical experience and applying the expected loss rates by loan class. The change in the reserve for off-balance sheet credit exposures is recorded as a provision or reduction to expense through the provision for credit losses in the unaudited condensed consolidated statements of income. The Company recorded no provision for credit loss expense and a reversal of $123 thousand, respectively, for off-balance sheet credit exposures for the three months ended March 31, 2025 and 2024 in the unaudited condensed consolidated statements of income.

NOTE 13. FAIR VALUE

Fair value is the exchange price that would be received for an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Certain financial instruments and all non-financial instruments are excluded from disclosure requirements. Accordingly, the aggregate fair value amounts presented do not represent the underlying value of the Company.

The fair value hierarchy distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity's own assumptions about market participant assumptions based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are:

Level 1 – quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access at the measurement date.

Level 2 – significant other observable inputs other than Level 1 prices such as prices for similar assets and liabilities in active markets, quoted prices for identical or similar instruments in markets that are not active or other inputs that are observable or can be corroborated by observable market data.

Level 3 – at least one significant unobservable input that reflects a company's own assumptions about the assumptions that market participants would use in pricing an asset or liability.

In instances in which multiple levels of inputs are used to measure fair value, hierarchy classification is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company's assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability.

The Company used the following methods and significant assumptions to estimate fair value for instruments measured on a recurring basis:

Where quoted prices are available in an active market, investment securities are classified within Level 1 of the valuation hierarchy. Level 1 investment securities include highly liquid government bonds, mortgage products and exchange traded equities. If quoted market prices are not available, investment securities are classified within Level 2 and fair values are estimated by using pricing models, quoted prices of securities with similar characteristics or DCF. Level 2 investment securities include U.S. agency securities, MBS, obligations of states and political subdivisions and certain corporate, asset backed and other securities. In certain cases where there is limited activity or less transparency around inputs to the valuation, investment securities are classified within Level 3 of the valuation hierarchy. The Company’s investment securities are classified as AFS.

The fair values of interest rate swaps, interest rate caps and risk participation derivatives are determined using models that incorporate readily observable market data into a market standard methodology. This methodology nets the discounted future cash receipts and the discounted expected cash payments. The discounted variable cash receipts and payments are based on expectations of future interest rates derived from observable market interest rate curves. In addition, fair value is adjusted for the effect of nonperformance risk by incorporating credit valuation adjustments for the Company and its counterparties. These assets and liabilities are classified as Level 2 fair values, based upon the lowest level of input that is significant to the fair value measurements.

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The following table summarizes assets and liabilities measured at fair value on a recurring basis at March 31, 2025 and December 31, 2024:

			Level 1						Level 2						Level 3						Total Fair Value Measurements
March 31, 2025
Financial Assets
Investment securities:
U.S. Treasury securities			$	18,417					$	—					$	—					$	18,417
U.S. Government Agencies			—						2,800						—						2,800
States and political subdivisions			—						191,449						5,657						197,106
GSE residential MBSs			—						158,988						—						158,988
GSE commercial MBSs			—						7,497						—						7,497
GSE residential CMOs			—						351,407						—						351,407
Non-agency CMOs			—						20,908						10,608						31,516
Asset-backed			—						85,544						—						85,544
Corporate bonds			—						1,974						—						1,974
Other			207						—						—						207
Loans held for sale			—						5,261						—						5,261
Derivatives			—						13,192						113						13,305
Totals			$	18,624					$	839,020					$	16,378					$	874,022
Financial Liabilities
Derivatives			$	—					$	13,248					$	—					$	13,248
December 31, 2024
Financial Assets
Investment securities:
U.S. Treasury securities			$	18,063					$	—					$	—					$	18,063
U.S. Government Agencies			—						3,053						—						3,053
States and political subdivisions			—						193,756						6,272						200,028
GSE residential MBSs			—						151,548						—						151,548
GSE commercial MBSs			—						8,792						—						8,792
GSE residential CMOs			—						324,692						—						324,692
Non-agency CMOs			—						22,636						10,648						33,284
Asset-backed			—						88,103						—						88,103
Corporate bonds			—						1,954						—						1,954
Other			194						—						—						194
Loans held for sale			—						6,614						—						6,614
Derivatives			—						13,431						20						13,451
Totals			$	18,257					$	814,579					$	16,940					$	849,776
Financial Liabilities
Derivatives			$	—					$	12,575					$	—					$	12,575

The Company had one municipal bond and two CMOs measured at fair value on a recurring basis using significant unobservable inputs (Level 3) at March 31, 2025 and December 31, 2024. The Level 3 valuation is based on a non-executable broker quote, which is considered a significant unobservable input. Such quotes are updated as available and may remain constant for a period of time for certain broker-quoted securities that do not move with the market or that are not interest rate sensitive as a result of their structure or overall attributes.

The Company’s residential mortgage LHFS are recorded at fair value utilizing Level 2 measurements. This fair value measurement is determined based upon third party quotes obtained on similar loans. For loans held-for-sale, for which the fair value option has been elected, the aggregate fair value was greater than the aggregate principal balance by $139 thousand and $131 thousand as of March 31, 2025 and December 31, 2024, respectively.

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The determination of the fair value of interest rate lock commitments on residential mortgages is based on agreed upon pricing with the respective investor on each loan and includes a pull through percentage. The pull through percentage represents an estimate of loans in the pipeline to be delivered to an investor versus the total loans committed for delivery. Significant changes in this input could result in a significantly higher or lower fair value measurement. As the pull through percentage is a significant unobservable input, this is deemed a Level 3 valuation input. The average pull through percentage, which is based upon historical experience, was 92% as of March 31, 2025. An increase or decrease of 5% in the pull through assumption would result in a positive or negative change of $6 thousand in the fair value of interest rate lock commitments at March 31, 2025.

The following provides details of the Level 3 fair value measurement activity for the periods ended March 31, 2025 and 2024:

Investment securities:

									Three Months Ended March 31,
															2025						2024
Balance, beginning of period															$	16,920					$	27,853
Unrealized (losses) gains included in OCI															(539)						96
Net discount accretion															13						17
Principal payments and other															(129)						(125)
Calls															—						(10,107)
Balance, end of period															$	16,265					$	17,734

Interest rate lock commitments on residential mortgages:

									Three Months Ended March 31,
															2025						2024
Balance, beginning of period															$	20					$	55
Total gains included in earnings															93						1
Balance, end of period															$	113					$	56

Certain financial assets are measured at fair value on a nonrecurring basis. Adjustments to the fair value of these assets usually result from the application of lower of cost or market accounting or write-downs of individual assets. The Company used the following methods and significant assumptions to estimate fair value for these financial assets.

There were no transfers into or out of Level 3 during the three months ended March 31, 2025 and 2024.

Individually Evaluated Loans

Loans individually evaluated for credit expected losses include nonaccrual loans and other loans that do not share similar risk characteristics to loans in the CECL loan pools, which have been classified as Level 3. Individually evaluated loans with an allocation to the ACL are measured at fair value on a nonrecurring basis. Any fair value adjustments are recorded in the period incurred as provision for credit losses on the unaudited condensed consolidated statements of income.

The measurement of loss associated with loans evaluated individually for all loan classes was based on either the observable market price of the loan, the fair value of the collateral or DCF. For collateral-dependent loans, fair value was measured based on the value of the collateral securing the loan, less estimated costs to sell. Collateral may be in the form of real estate or business assets including equipment, inventory and accounts receivable. The value of the real estate collateral is determined utilizing an income or market valuation approach based on an appraisal conducted by an independent, licensed appraiser outside of the Company using observable market data (Level 2). However, if the collateral is a house or building in the process of construction or if management adjusts the appraisal value, then the fair value is considered Level 3. The value of business equipment is based upon an outside appraisal, if deemed significant, or the net book value on the applicable business’ financial statements if not considered significant using observable market data. Likewise, values for inventory and accounts receivable collateral are based on financial statement balances or aging reports (Level 3).

Changes in the fair value of individually evaluated loans still held and considered in the determination of the provision for credit losses were a decline of $595 thousand for the three months ended March 31, 2025, compared to a decline of $385 thousand for the three months ended March 31, 2024.

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Mortgage Servicing Rights

MSRs are evaluated for impairment by comparing the carrying value to the fair value, which is determined through a DCF valuation. To the extent the amortized cost of the MSRs exceeds their estimated fair values, a valuation allowance is established for such impairment. Fair value adjustments on the MSRs only occurs if there is an impairment charge. At March 31, 2025, the fair value of the MSR was $5.9 million, which exceeded the carrying value of $3.5 million. At December 31, 2024, the fair value of the MSR was $6.0 million, which exceeded the carrying value of $3.5 million. At March 31, 2025 and December 31, 2024, the MSR impairment reserve was zero for both periods. For the three months ended March 31, 2025 and 2024, there was no impairment valuation allowance adjustment in mortgage banking activities on the unaudited consolidated statements of income.

The following table summarizes assets measured at fair value on a nonrecurring basis at March 31, 2025 and December 31, 2024:

			Level 1						Level 2						Level 3						Total Fair Value Measurements
March 31, 2025
Individually Evaluated Loans
Commercial real estate:
Owner occupied			$	—					$	—					$	973					$	973
Non-owner occupied residential			—						—						39						39
Acquisition and development:
Commercial and land development			—						—						832						832
Commercial and industrial			—						—						1,398						1,398
Residential mortgage:
First lien			—						—						227						227
Home equity - lines of credit			—						—						20						20
Total individually evaluated loans			$	—					$	—					$	3,489					$	3,489
December 31, 2024
Individually Evaluated Loans
Commercial real estate:
Owner occupied			$	—					$	—					$	997					$	997
Non-owner occupied residential			—						—						43						43
Acquisition and development:
Commercial and land development			—						—						932						932
Commercial and industrial			—						—						3,995						3,995
Residential mortgage:
First lien			—						—						213						213
Home equity - term			—						—						44						44
Home equity - lines of credit			—						—						25						25
Installment and other loans			—						—						3						3
Total individually evaluated loans			$	—					$	—					$	6,252					$	6,252

The following table presents additional qualitative information about assets measured on a nonrecurring basis and for which the Company has utilized Level 3 inputs to determine fair value:

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Fair Value Estimate

Valuation Techniques

Unobservable Input (1)

Range

March 31, 2025

Individually evaluated loans

$

3,489

Appraisal of collateral

Management adjustments on appraisals for property type and recent activity

10.00% - 84.00% discount

- Management adjustments for liquidation expenses

1.50% - 98.78% discount

December 31, 2024

Individually evaluated loans

$

6,252

Appraisal of collateral

Management adjustments on appraisals for property type and recent activity

10.00% - 84.00% discount

- Management adjustments for liquidation expenses

5.81% - 16.07% discount

(1) Discount rates can vary due to factors such as costs that may be assumed by the Bank to liquidate the property in addition to adjustments to the appraised value of the collateral securing the loan. Adjustments may be applied to valuations deemed deficient to ensure the fair value is reasonable.

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Fair values of financial instruments

GAAP requires disclosure of the fair value of financial assets and liabilities, including those that are not measured and reported at fair value on a recurring or nonrecurring basis. The following table presents carrying amounts and estimated fair values of the financial assets and liabilities at March 31, 2025 and December 31, 2024:

			Carrying Amount						Fair Value						Level 1						Level 2						Level 3
March 31, 2025
Financial Assets
Cash and due from banks			$	64,376					$	64,376					$	64,376					$	—					$	—
Interest-bearing deposits with banks			222,744						222,744						222,744						—						—
Restricted investments in bank stock			19,693						n/a						n/a						n/a						n/a
Investment securities			855,456						855,456						18,624						820,567						16,265
Loans held for sale			5,261						5,261						—						5,261						—
Loans, net of allowance for credit losses			3,828,181						3,755,398						—						—						3,755,398
Derivatives			13,305						13,305						—						13,192						113
Accrued interest receivable			19,893						19,893						—						4,933						14,960
Financial Liabilities
Deposits			4,633,716						4,632,002						—						4,632,002						—
Securities sold under agreements to repurchase and federal funds purchased			23,131						23,131						—						23,131						—
FHLB advances and other borrowings			100,349						100,075						—						100,075						—
Subordinated notes and trust preferred debt			68,850						69,144						—						69,144						—
Derivatives			13,248						13,248						—						13,248						—
Accrued interest payable			3,039						3,039						—						3,039						—
Off-balance sheet instruments			—						—						—						—						—
December 31, 2024
Financial Assets
Cash and due from banks			$	51,026					$	51,026					$	51,026					$	—					$	—
Interest-bearing deposits with banks			197,848						197,848						197,848						—						—
Restricted investments in bank stock			20,232						n/a						n/a						n/a						n/a
Investment securities			829,711						829,711						18,257						794,534						16,920
Loans held for sale			6,614						6,614						—						6,614						—
Loans, net of allowance for loan losses			3,882,525						3,783,097						—						—						3,783,097
Derivatives			13,451						13,451						—						13,431						20
Accrued interest receivable			21,058						21,058						—						5,361						15,697
Financial Liabilities
Deposits			4,623,096						4,621,081						—						4,621,081						—
Securities sold under agreements to repurchase			25,863						25,863						—						25,863						—
FHLB advances and other borrowings			115,364						114,851						—						114,851						—
Subordinated notes and trust preferred debt			68,680						67,597						—						67,597						—
Derivatives			12,575						12,575						—						12,575						—
Accrued interest payable			2,924						2,924						—						2,924						—
Off-balance sheet instruments			—						—						—						—						—

In accordance with the Company's adoption of ASU 2016-01, Financial Instruments – Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities, the methods utilized to measure the fair value of financial instruments at March 31, 2025 and December 31, 2024 represent an approximation of exit price; however, an actual exit price may differ.

NOTE 14. SEGMENT REPORTING

On January 1, 2024, the Company adopted FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The updated guidance requires enhanced disclosures for significant expenses by reportable operating segments. The significant expense categories would be those regularly provided to the Company's chief operating decision-maker ("CODM") and included in an operating segment's measures of profit or loss. Other required disclosures include the composition of other segment items, the title and position of the CODM and an explanation on how the CODM evaluates and uses the reportable segment's performance.

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The segment reporting guidance identifies operating segments as components of a business which are evaluated regularly by the Company's Chief Financial Officer, who is the designated CODM and is responsible for deciding how to allocate resources and assess performance. The segment is distinguished by the level of the information provided to the CODM, who uses such information to review performance of various components of the business, which are then aggregated if operating performance, products and services and customers are similar. While the Company monitors the available information about products and services, operations are managed and financial performance is evaluated on a company-wide basis. Management has determined that the Company has one reportable segment consisting of community banking and is engaged in lending activities and deposit services in addition to providing fiduciary, investment advisory, insurance and brokerage services. Management continues to evaluate the Company's business units for separate reporting if facts and circumstances change.

The community banking segment includes revenues from interest income primarily from loans and investment securities and non-interest income, which includes revenue from trust and investment management and retail brokerage services. The performance of the segment is evaluated using net income that is also reported on the consolidated statements of income. The measure of segment assets is reported on the consolidated balance sheets. Significant expenses, other than interest expense and the provision for credit losses, of the Company include salaries and employee benefits, occupancy, furniture and equipment, data processing and professional service fees. The CODM evaluates the financial performance of the segment using net income to monitor budget versus actual results. Other relevant company-wide financial performance and credit quality metrics used by the CODM to evaluate the segment performance and benchmark to the Company's peers include return on average assets, return on average shareholders' equity, basic and diluted earnings per common share, net interest margin and the efficiency ratio, among others.

NOTE 15. CONTINGENCIES

The nature of the Company’s business generates a certain amount of litigation involving matters arising out of the ordinary course of business. Except as described below, in the opinion of management, there are no legal proceedings that might have a material effect on the results of operations, liquidity, or the financial position of the Company at this time.

On March 25, 2022, a customer of the Bank filed a putative class action complaint against the Bank in the Court of Common Pleas of Cumberland County, Pennsylvania, in a case captioned Alleman, on behalf of himself and all others similarly situated, v. Orrstown Bank. The complaint alleges, among other things, that the Bank breached its account agreements by charging certain overdraft fees. The complaint seeks a refund of all allegedly improper fees, damages in an amount to be proven at trial, attorneys’ fees and costs, and an injunction against the Bank’s allegedly improper overdraft practices. This lawsuit is similar to lawsuits filed against other financial institutions pertaining to overdraft fee disclosures.

On December 31, 2024, the Bank entered into a classwide settlement agreement (the “Settlement Agreement”). The Settlement Agreement provides for a payment by the Bank to the purported class in the amount of $478 thousand, in exchange for a mutual release of claims against all parties, and a stipulation that the lawsuit will be dismissed with prejudice. The Settlement Agreement does not include any admission of wrongdoing by the Bank. The Bank has agreed to settle the case in order to avoid the cost, risks and distraction of continued litigation.

The proposed settlement contemplated by the Settlement Agreement is subject to preliminary and final court approval.

On March 6, 2025, a customer of the Bank filed a putative class action complaint against the Bank in the Court of Common Pleas of Dauphin County, Pennsylvania, in a case captioned Pryde, on behalf of himself and all others similarly situated, v. Orrstown Bank. The complaint alleges, among other things, that the Bank violated the Electronic Fund Transfer Act, Regulation E and the Pennsylvania Unfair Trade Practices and Consumer Protection Law (PUTPCPL) when charging certain overdraft fees. The complaint seeks a refund of all allegedly improper fees, damages in an amount to be proven at trial, treble damages for violations of the PUTPCPL, attorneys’ fees and costs, and an injunction against the Bank’s allegedly improper overdraft practices. This lawsuit is similar to lawsuits filed against other financial institutions pertaining to overdraft fee disclosures. The Bank believes that the allegations and claims against the Bank are without merit. On April 14, 2025, the Bank removed the case to the U.S. District Court for the Middle District of Pennsylvania. Based on information available at present, it is not possible at this time to reasonably estimate possible losses, or even a range of reasonably possible losses, in connection with the litigation. Accordingly, the Company has not recognized any liability associated with this action.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis is intended to assist readers in understanding the consolidated financial condition and results of operations of Orrstown and should be read in conjunction with the preceding unaudited condensed consolidated financial statements and notes thereto included in this Quarterly Report on Form 10-Q, as well as with the audited consolidated financial statements and notes thereto for the year ended December 31, 2024, included in our Annual Report on Form 10-K filed with the SEC on March 31, 2025. Throughout this discussion, the yield on earning assets is stated on a fully taxable-equivalent basis and balances represent average daily balances unless otherwise stated. All dollar amounts presented in the tables, except per share amounts, are in thousands.

Overview

The Company, headquartered in Harrisburg, Pennsylvania, is a one-bank holding company that has elected status as a financial holding company. The consolidated financial information presented herein reflects the Company and its wholly-owned subsidiary, the Bank. At March 31, 2025, the Company had total assets of $5.4 billion, total liabilities of $4.9 billion and total shareholders’ equity of $532.9 million as reported in the unaudited consolidated balance sheet.

For the three months ended March 31, 2025 and 2024, the Company had net income of $18.1 million and $8.5 million, respectively. Diluted earnings per share was $0.93 and $0.81 for the three months ended March 31, 2025 and 2024, respectively. For the three months ended March 31, 2025 and 2024, the Company incurred merger-related expenses of $1.6 million and $672 thousand, respectively. The merger-related expenses are included in non-interest expenses in the unaudited consolidated statements of income.

Cautionary Note About Forward-Looking Statements

Certain statements appearing herein, which are not historical in nature, are forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act and are intended to be covered by the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. In addition, we may make other written and oral communications, from time to time, that contain such statements. Such forward-looking statements reflect the current views of the Company's management with respect to, among other things, future events and the Company's financial performance. These statements are often, but not always, made through the use of words or phrases such as “may,” “should,” “could,” “predict,” “potential,” “believe,” “will likely result,” “expect,” “continue,” “will,” “anticipate,” “seek,” “estimate,” “intend,” “plan,” “project,” “forecast,” “goal,” “target,” “would” and “outlook,” or the negative variations of those words or other comparable words of a future or forward-looking nature. Forward-looking statements are statements that include projections, predictions, expectations, estimates or beliefs about events or results or otherwise are not statements of historical facts, many of which, by their nature, are inherently uncertain and beyond the Company's control, and include, but are not limited to, statements related to new business development, new loan opportunities, growth in the balance sheet and fee-based revenue lines of business, merger and acquisition activity, cost savings initiatives, reducing risk assets, and mitigating losses in the future. Accordingly, the Company cautions you that any such forward-looking statements are not guarantees of future performance and are subject to risks, assumptions and uncertainties that are difficult to predict. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable as of the date made, actual results may prove to be materially different from the results expressed or implied by the forward-looking statements and there can be no assurances that the Company will achieve the desired level of new business development and new loans, growth in the balance sheet and fee-based revenue lines of business, cost savings initiatives, and continued reductions in risk assets or mitigate losses in the future. Factors which could cause the actual results to differ from those expressed or implied by the forward-looking statements include, but are not limited to, the following: interest rate changes or volatility; general economic conditions (including inflation and concerns about liquidity) on a national basis or in the local markets in which the Company operates; ineffectiveness of the Company’s strategic growth plan due to changes in current or future market conditions; the effects of competition and how it may impact our community banking model, including industry consolidation and development of competing financial products and services; changes in consumer behavior due to changing political, business and economic conditions, or legislative or regulatory initiatives; changes in, and evolving interpretations of, existing and future laws and regulations; changes in credit quality; inability to raise capital, if necessary, under favorable conditions; volatility in the securities markets; the demand for our products and services; deteriorating economic conditions; geopolitical tensions; operational risks including, but not limited to, cybersecurity incidents, fraud, natural disasters and future pandemics; expenses associated with litigation and legal proceedings; the possibility that the anticipated benefits of the merger with Codorus Valley Bancorp are not realized when expected or at all; and other risks and uncertainties, including those detailed in our Annual Report on Form 10-K for the year ended December 31, 2024, and our Quarterly Reports on Form 10-Q under the sections titled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and in other filings made with the SEC. The statements are valid only as of the date hereof and we disclaim any obligation to update this information.

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Economic Climate, Inflation and Interest Rates

Preliminary real GDP contracted by 0.3% on an annualized basis for the first quarter of 2025, compared to an increase of 2.4% for the fourth quarter of 2024 and an increase of 1.4% during the first quarter of 2024. This was the first quarterly decline since the first quarter of 2022. The contraction was primarily driven by a surge in imports and a decrease in government spending, partially offset by increases in investment, consumer spending and exports. There are growing concerns regarding the potential impact of wide-ranging tariffs on the U.S. economy and the potential of a recession. The personal consumption expenditures ("PCE") price index increased by 2.3% in the first quarter of 2025 compared to an increase of 2.4% for fourth quarter of 2024 and 3.4% for the first quarter of 2024. Excluding food and energy prices, the PCE price index increased by 2.6% in the first quarter of 2025 compared to 2.6% in the fourth quarter of 2024 and 3.7% in the first quarter of 2024.

The national unemployment rate was 4.2% in March 2025 compared to 4.1% in December 2024 and 3.8% in March 2024. Within the Company's geographic footprint, the unemployment rate in Pennsylvania was 3.8% in March 2025 compared to 3.7% in December 2024 and 3.4% in March 2024. The unemployment rate increased in Maryland from 2.5% in March 2024 to 3.0% in March 2025; however, it remains below the national level. These state-wide unemployment rates are consistent with those experienced by the counties in which the Company operates branches and other corporate offices. There were notable job gains nationally in healthcare, social assistance, retail trade, transportation and warehousing during the first quarter of 2025.

At March 31, 2025, the 10-year Treasury bond yield was 4.23%, a decrease from 4.58% at December 31, 2024 and 4.62% at March 31, 2024 which was attributed to the FOMC's decision to reduce the Federal Funds rate by 75 basis points in 2024. The decrease was based on the progress towards the FOMC's 2.0% inflation target and the unemployment rate remaining low despite recent slowing in job gains.

The majority of the assets and liabilities of a financial institution are monetary in nature and, therefore, differ greatly from most commercial and industrial companies that have significant investments in fixed assets or inventories. However, inflation does have an impact on the Company, particularly with respect to the growth of total assets and noninterest expenses, which tend to rise during periods of general inflation. Risks also exist due to supply and demand imbalances, employment shortages, the interest rate environment, and geopolitical tensions. It is possible that estimates made in the financial statements could be materially and adversely impacted in the near term as a result of these conditions, including expected credit losses on loans and the fair value of financial instruments that are carried at fair value.

Critical Accounting Estimates

The Company’s accounting and reporting policies are in accordance with GAAP and follow accounting and reporting guidelines prescribed by bank regulatory authorities and general practices within the financial services industry in which it operates. Our financial position and results of operations are affected by management's application of accounting policies, including estimates, and assumptions and judgments that affect the amounts reported in the consolidated financial statements and accompanying notes. These estimates, assumptions, and judgments are based on information available as of the balance sheet date and through the date the financial statements are filed with the SEC. Different assumptions in the application of these policies could result in material changes in the consolidated financial position and/or consolidated results of operations and related disclosures. The more critical accounting estimates include accounting for business combinations, accounting for credit losses and accounting for income taxes.

Business Combinations

The Company accounts for its mergers and acquisitions using the acquisition method of accounting under the provisions of the FASB ASC Topic 805, Business Combinations. Under ASC 805, the assets acquired, including identified intangible assets such as core deposit intangibles and customer list intangibles, and liabilities assumed in a business combination are recognized at their acquisition-date fair value, while transaction costs and restructuring costs associated with the business combination are expensed as incurred. The excess of the merger consideration over the fair value of assets acquired and liabilities assumed, if any, is allocated to goodwill.

The valuations are based upon management’s assumptions of future growth rates, future attrition, discount rates and other relevant factors, which involves a significant level of estimation and uncertainty. In addition, management engaged independent third-party specialists to assist in the development of the fair values of the acquired assets and assumed liabilities. The preliminary estimates of fair values may be adjusted for a period of time subsequent to the acquisition date if new information is obtained about facts and circumstances that existed as of the merger date that, if known, would have affected the measurement of the amounts recognized as of that date. Adjustments would be recorded to goodwill during the current reporting period. Examples of the impacted acquired loans and assumed liabilities includes loans, deposits, identifiable intangible assets, borrowings and certain other assets and liabilities.

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For acquired loans at the merger date, management evaluated and classified loans based upon whether the loans had experienced a more-than-insignificant amount of credit deteriorating since origination. To determine the fair value of the loans, significant estimates and assumptions were applied, including projected cash flows, discount rates, repayment speeds, credit loss severity rates, default rates and realizable collateral values. At acquisition, the allowance on PCD loans is booked directly to the ACL using the Company’s existing ACL methodology, but there is no initial impact to net income. Subsequent to acquisition, future changes in estimates of expected credit losses on PCD loans are recognized as provision expense (or reversal of provision expense). The ACL for non-PCD loans is recognized as a provision for credit losses in the same reporting period as the business acquisition, using the Company’s existing ACL methodology.

These critical accounting estimates are discussed in detail in "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K for the year ended December 31, 2024. Significant accounting policies and any changes in accounting principles and effects of new accounting pronouncements are discussed in Note 1, Summary of Significant Accounting Policies, to the Consolidated Financial Statements under Part II, Item 8, "Financial Statements and Supplementary Data," in our Annual Report on Form 10-K for the year ended December 31, 2024.

Accounting for Credit Losses - Loans

The ACL represents the amount that, in management’s judgment, appropriately reflects credit losses inherent in the loan portfolio at the balance sheet date. A provision for credit losses is recorded to adjust the level of the ACL as determined by management. In accordance with ASU 2016-13, the CECL methodology requires an organization to measure all expected credit losses over the contractual term for financial assets measured at amortized cost based on historical credit loss experience, current conditions, and reasonable and supportable forecasts.

Determining the ACL inherently involves a high degree of subjectivity and requires the Company to make significant estimates of current credit risks and trends, all of which may undergo material changes, including expected probabilities of default, expected loss given default, the timing of expected future cash flows including the impact from unexpected changes in prepayment speeds, estimated losses based on historical credit loss experience and forecasted economic conditions. To the extent actual results differ from management's estimates, additional provisions for credit losses may be required that could adversely impact results of operations and regulatory capital in future periods.

The ACL is maintained at a level considered appropriate to absorb credit losses over the expected life of the loan. The ACL for expected credit losses is determined based on a quantitative assessment of two categories of loans: collectively evaluated loans and individually evaluated loans. In addition, the ACL also includes a qualitative component, which adjusts the CECL model results for risk factors that are not considered within the CECL model, but are relevant in assessing the expected credit losses within the loan classes.

The ACL on loans is measured on a collective basis when similar risk characteristics exist within the Company's loan segments between commercial and consumer. Each of these loan segments are broken down into multiple loan classes, which are characterized by loan type, collateral type, risk attributions and the manner in which management monitors the performance of the borrower. The risks associated with lending activities differ and are subject to the impact of changes in interest rates, market conditions, the collateral securing the loans, and general economic conditions.

The ACL for loans collectively evaluated is measured using a lifetime expected loss rate model that considers historical loss performance and past events in addition to forecasts of future economic conditions. Based on management's analysis, adjustments may be applied for additional factors impacting the risk of loss in the loan portfolio beyond the quantitatively calculated reserve on collectively evaluated loans. As the quantitative reserve calculation incorporates historical conditions, management may consider if an additional or reduced reserve is warranted and make adjustments through qualitative risk factors based on current and expected conditions. Management uses the best available information to complete these evaluations; however, future adjustments to the ACL may be necessary if conditions significantly differ from the assumptions used in making the evaluations.

Utilizing a third-party vendor, the ACL for loans collectively evaluated is measured using a lifetime expected loss rate model under the vendor's neutral scenario that considers historical loss performance and past events in addition to forecasts of future economic conditions. The Company elected to use the DCF methodology for the quantitative analysis for the majority of its loan segments, which applies the probability of default to future cash flows, using a loss driver model and loss given default factors, and then adjusts to the net present value to derive the required reserve. The probability of default estimates are derived through the application of reasonable and supportable economic forecasts to the regression models, which incorporates the Company's and peer loss-rate data, unemployment rate and GDP and can be obtained from the Federal Reserve Economic Database. The reasonable and supportable forecasts of the selected economic metrics are then input into the regression model to calculate an expected default rate. The expected default rates are then applied to expected loan balances estimated through the consideration of contractual repayment terms and expected prepayments. The prepayment and curtailment assumptions adjust

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the contractual terms of the loan to arrive at the expected cash flows, which are obtained from the third-party vendor. The model incorporates an annualized prepayment rate and a twelve-month rate for curtailment based on a "statistical tendency to repay." Changes in the prepayment and curtailment speeds that vary from the current model inputs could result in an inaccurate forecast of expected credit losses. The development and validation of credit models also included determining the length of the reasonable and supportable forecast and regression period and utilizing national peer group historical loss rates, which a four-quarter forecast period followed by a four-quarter straight-line reversion period were applied.

Management incorporates the national unemployment rate and GDP as the drivers of the quantitative portion of collectively evaluated reserves on loan classes reliant upon the DCF methodology, primarily as a result of high correlation coefficients identified in regression modeling, which represents a significant judgment in determining the ACL. Accordingly, changes in the macroeconomic forecast could significantly impact the calculated ACL. For the consumer loan segment, the quantitative reserve was calculated using the remaining life methodology where the average historical bank-specific and peer loss rates are applied to expected loan balances over an estimated remaining life of loans. The estimated remaining life is calculated using historical bank-specific loan attrition data.

See Note 1, Summary of Significant Accounting Policies, and Note 4, Loans and Allowance for Credit Losses, to the Consolidated Financial Statements under Part II, Item 8, "Financial Statements and Supplemental Data," for details on the ACL evaluation.

Accounting for Income Taxes

The Company is subject to federal and state income taxes in the jurisdictions in which it operates. Due to the complexity of the tax laws, management may make judgments in computing income tax expense, which are subject to varying interpretations by management and the taxing authorities, and could result in changes upon final determination. Income tax expense is based upon income before taxes, adjusted for the effect of certain tax-exempt income, non-deductible expenses and credits. Temporary differences may occur as a result of certain income and expense items being reported in different periods for financial reporting and tax purposes. Deferred taxes are calculated, using the applicable enacted marginal tax rate, based on the differences between the tax basis and carrying value of the asset or liability on the financial statement. The Company recognizes, when applicable, interest and penalties related to unrecognized tax benefits in income tax expense in the consolidated statements of income. Under FASB ASC 740, Income Taxes, the Company must apply a more likely than not probability threshold on its tax positions before a financial statement benefit is recognized. A valuation allowance would be recognized if any deferred tax assets were determined to be more likely than not unrecoverable.

Readers of the Company's consolidated financial statements should be aware that the estimates and assumptions used may need to be updated in future financial presentations for changes in circumstances, business or economic conditions, in order to fairly represent the condition of the Company at that time.

RESULTS OF OPERATIONS

Three months ended March 31, 2025 compared with three months ended March 31, 2024

Summary

Net income totaled $18.1 million for the three months ended March 31, 2025 compared to $8.5 million for the same period in 2024. Diluted earnings per share for the three months ended March 31, 2025 totaled $0.93 compared to $0.81 for the three months ended March 31, 2024. The net accretion impact of purchase accounting marks on loans, securities, deposits and borrowings was $6.9 million for the three months ended March 31, 2025, For the three months ended March 31, 2025 and 2024, the Company incurred merger-related expenses of $1.6 million and $672 thousand, respectively, which were included in non-interest expenses of the unaudited condensed consolidated statements of income. Excluding these non-recurring expenses, net income and diluted earnings per common share totaled $19.3 million and $1.00, respectively, for the three months ended March 31, 2025. For the three months ended March 31, 2024, excluding these non-recurring expenses, net income and diluted earnings per common share totaled $9.2 million and $0.88, respectively. See “Supplemental Reporting of Non-GAAP Measures” for additional information.

Net interest income totaled $48.8 million for the three months ended March 31, 2025 compared to $26.9 million for the three months ended March 31, 2024.

The provision for credit losses on loans and off-balance sheet reserves totaled a recovery of $554 thousand and expense of $298 thousand for the three months ended March 31, 2025 and 2024, respectively.

Noninterest income totaled $11.6 million and $6.6 million for the three months ended March 31, 2025 and 2024, respectively. The increase of $5.0 million was primarily due to a merger-related increase in wealth management income of $2.3

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million, increases in service charges and interchange income totaling $1.7 million and an increase in income from life insurance policies of $655 thousand.

Noninterest expenses totaled $38.2 million and $22.5 million for the three months ended March 31, 2025 and 2024, respectively. The increase of $15.7 million included an increase of $2.3 million in intangible asset amortization from intangibles generated through the Merger and an increase of $977 thousand in merger-related expenses. The remainder of the increase is across several line items due to the Merger, primarily salaries and employee benefits.

Income tax expense totaled $4.7 million and $2.2 million for the three months ended March 31, 2025 and 2024, respectively. The Company's effective tax rate was 20.7% for the three months ended March 31, 2025 compared to 20.6% for the three months ended March 31, 2024. The Company’s effective tax rate is less than the 21% federal statutory rate due to tax-exempt income, including interest earned on tax-exempt loans and investment securities and income from life insurance policies and partially offset by disallowed interest expense and state income taxes.

Net Interest Income

Net interest income increased by $21.9 million from $26.9 million for the three months ended March 31, 2024 to $48.8 million for the three months ended March 31, 2025. Interest income on loans increased by $27.2 million, from $36.2 million for the three months ended March 31, 2024 to $63.4 million for the three months ended March 31, 2025. Interest income on investment securities increased by $4.3 million, from $5.5 million for the three months ended March 31, 2024 to $9.8 million for the three months ended March 31, 2025. Total interest expense increased by $11.0 million from $15.8 million for the three months ended March 31, 2024 to $26.8 million for the three months ended March 31, 2025. Interest expense on deposits increased by $10.8 million from $13.5 million for the three months ended March 31, 2024 to $24.3 million for the three months ended March 31, 2025. Interest expense on borrowings increased by $245 thousand from $2.3 million in the three months ended March 31, 2024 to $2.5 million for the three months ended March 31, 2025.

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The following table presents net interest income, net interest spread and net interest margin for the three months ended March 31, 2025 and 2024 on a taxable-equivalent basis:

			Three Months Ended March 31, 2025																		Three Months Ended March 31, 2024
			Average Balance						Taxable- Equivalent Interest						Taxable- Equivalent Rate						Average Balance						Taxable- Equivalent Interest						Taxable- Equivalent Rate
Assets
Federal funds sold & interest-bearing bank balances			$	203,347					$	2,268					4.52		%				$	74,523					$	956					5.16		%
Investment securities (1)(2)			865,126						10,052						4.65						519,851						5,694						4.39
Loans (1)(3)(4)(5)(6)			3,909,694						63,641						6.59						2,308,103						36,382						6.34
Total interest-earning assets			4,978,167						75,961						6.17						2,902,477						43,032						5.96
Other assets			447,530																		196,295
Total			$	5,425,697																	$	3,098,772
Liabilities and Shareholders’ Equity
Interest-bearing demand deposits			$	2,473,543					14,156						2.32						$	1,570,622					9,192						2.35
Savings deposits			273,313						165						0.25						170,005						144						0.34
Time deposits			970,588						9,939						4.15						428,443						4,180						3.92
Total interest-bearing deposits			3,717,444						24,260						2.65						2,169,070						13,516						2.51
Securities sold under agreements to repurchase and federal funds purchased			26,163						84						1.30						12,010						25						0.85
FHLB advances and other borrowings			112,859						1,118						4.02						137,505						1,474						4.31
Subordinated notes and trust preferred debt			68,739						1,296						7.65						32,100						754						9.45
Total interest-bearing liabilities			3,925,205						26,758						2.76						2,350,685						15,769						2.70
Noninterest-bearing demand deposits			887,726																		417,469
Other liabilities			89,077																		62,329
Total liabilities			4,902,008																		2,830,483
Shareholders’ equity			523,689																		268,289
Total			$	5,425,697																	$	3,098,772
Taxable-equivalent net interest income / net interest spread									49,203						3.41		%										27,263						3.26		%
Taxable-equivalent net interest margin															4.00		%																3.77		%
Taxable-equivalent adjustment									(442)																		(382)
Net interest income									$	48,761																	$	26,881

NOTES TO ANALYSIS OF NET INTEREST INCOME:
(1)			Yields and interest income on tax-exempt assets have been computed on a taxable-equivalent basis assuming a 21% tax rate.
(2)			Average balance of investment securities is computed at fair value.
(3)			Average balances include nonaccrual loans.
(4)			Interest income on loans includes prepayment and late fees, where applicable.
(5)			Interest income on loans includes interest recovered of $1.6 million from the payoff of a commercial real estate loan on nonaccrual status during the three months ended March 31, 2024.
(6)			Interest income on loans includes accretion on purchase accounting marks of $6.6 million and $0.1 million for the three months ended March 31, 2025 and 2024, respectively.

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The following table presents the impact of rate and volume on the change in taxable-equivalent net interest income from the three months ended March 31, 2024 to three months ended March 31, 2025:

			Three Months Ended March 31, 2025 Versus 2024 Increase (Decrease) Due to Change In
			Average Volume						Average Rate						Total
Interest Income
Federal funds sold and interest-bearing bank balances			$	1,629					$	(317)					$	1,312
Taxable securities			4,034						326						4,360
Tax-exempt securities			(22)						20						(2)
Loans			24,843						2,416						27,259
Total interest income			30,484						2,445						32,929
Interest Expense
Interest-bearing demand deposits			5,863						(899)						4,964
Savings deposits			86						(65)						21
Time deposits			5,184						575						5,759
Total interest-bearing deposits			11,133						(389)						10,744
Securities purchases under agreements to repurchase and federal funds purchased			30						29						59
FHLB advances and other borrowings			(261)						(95)						(356)
Subordinated notes and trust preferred debt			846						(304)						542
Total interest expense			11,748						(759)						10,989
Taxable-Equivalent Net Interest Income			$	18,736					$	3,204					$	21,940

Net interest income on a taxable-equivalent basis increased by $21.9 million to $49.2 million for the three months ended March 31, 2025 from $27.3 million for the three months ended March 31, 2024. The Company's net interest spread increased by 15 basis points from 3.26% for the three months ended March 31, 2024 to 3.41% for the three months ended March 31, 2025.

Taxable-equivalent net interest margin increased by 23 basis points to 4.00% for the three months ended March 31, 2025 from 3.77% for the three months ended March 31, 2024. The taxable-equivalent yield on interest-earning assets increased by 21 basis points from 5.96% for the three months ended March 31, 2024 to 6.17% for the three months ended March 31, 2025, due primarily to the accretion recognized on fair value marks to loans and securities assumed in the Merger, the impact of which was partially offset by a decline in the Fed Funds rate. The net accretion impact of purchase accounting marks on loans, securities, deposits and borrowings was $6.9 million, which represented 51 basis points of net interest margin during the first quarter of 2025. The increase in yield on interest earning assets was partially offset by the increase of six basis points in the cost of interest-bearing liabilities from 2.70% to 2.76% due primarily to increased funding costs on deposits, subordinated notes and trust preferred debt assumed in the Merger. The recognition of interest income previously applied to principal of $1.6 million from the payoff of a commercial real estate loan on nonaccrual status contributed five basis points to the Company's net interest margin during the three months ended March 31, 2024.

Average loans increased by $1.6 billion to $3.9 billion for the three months ended March 31, 2025 compared to $2.3 billion for the three months ended March 31, 2024. Average investment securities increased by $345.2 million from $519.9 million for the three months ended March 31, 2024 to $865.1 million for the three months ended March 31, 2025. Average interest-bearing liabilities increased by $1.5 billion to $3.9 billion for the three months ended March 31, 2025 from $2.4 billion for the three months ended March 31, 2024.

The average yield on loans increased by 25 basis points to 6.59% for the three months ended March 31, 2025 compared to 6.34% for the three months ended March 31, 2024. Taxable-equivalent interest income earned on loans increased by $27.3 million primarily due to an increase in the average balances, which was attributed to the acquired loans from the Merger and from the impact of the accretion of the fair value marks on loans.

The average balance of commercial loans increased by $1.3 billion from $1.8 billion for the three months ended March 31, 2024 to $3.1 billion for the three months ended March 31, 2025. Average residential mortgage loans increased by

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$188.4 million from $273.4 million during the three months ended March 31, 2024 to $461.8 million during the three months ended March 31, 2025. Average home equity loans increased by $96.7 million from $192.0 million for the three months ended March 31, 2024 to $288.7 million for the three months ended March 31, 2025. Average installment and other consumer loans increased by $28.5 million from $17.4 million for the three months ended March 31, 2024 to $45.9 million for the three months ended March 31, 2025.

Accretion of purchase accounting adjustments included in interest income was $6.6 million and $147 thousand for the three months ended March 31, 2025 and 2024, respectively. The increase in accretion was due to the recognition of fair value marks from the Merger. Accelerated accretion totaled $1.4 million and $66 thousand during the three months ended March 31, 2025 and 2024, respectively. Prepayment income on loans increased from $56 thousand for the three months ended March 31, 2024 to $300 thousand for the three months ended March 31, 2025.

Interest income on investment securities on a tax-equivalent basis increased by $4.4 million to $10.1 million for the three months ended March 31, 2025 from $5.7 million for the three months ended March 31, 2024, with the taxable equivalent yield increasing from 4.39% for the three months ended March 31, 2024 to 4.65% for the three months ended March 31, 2025. The 26 basis point increase reflects the impact from the higher interest rates as well as the accretion of discounts recorded on investment securities assumed from the Merger. Accretion on acquired investment securities was $839 thousand for the three months ended March 31, 2025. The average balance of investment securities increased by $345.2 million to $865.1 million for the three months ended March 31, 2025 from $519.9 million for the three months ended March 31, 2024 due primarily to the Merger.

Interest income on federal funds sold and interest-bearing bank balances on a tax-equivalent basis increased by $1.3 million to $2.3 million for the three months ended March 31, 2025 from $1.0 million for the three months ended March 31, 2024. The average balance of federal funds sold and interest-bearing bank balances increased by $128.8 million from $74.5 million for the three months ended March 31, 2024 to $203.3 million for the three months ended March 31, 2025. The Federal Funds rate had remained unchanged from the prior rate increase of 25 basis points in July 2023 until the FOMC cut the Federal Funds rate by 50 basis points in September 2024 and 25 basis points in December 2024.

Interest expense on interest-bearing liabilities increased by $11.0 million from $15.8 million for the three months ended March 31, 2024 to $26.8 million for the three months ended March 31, 2025. The cost of interest-bearing liabilities increased by six basis points from 2.70% for the three months ended March 31, 2024 to 2.76% for the three months ended March 31, 2025 due primarily to increased funding costs on deposits, subordinated notes and trust preferred debt assumed in the Merger. The average balance of interest-bearing deposits increased by $1.5 billion to $3.7 billion for the three months ended March 31, 2025 from $2.2 billion for the three months ended March 31, 2024. Average interest-bearing demand deposits increased by $902.9 million, average time deposits increased by $542.1 million and average savings deposits increased by $103.3 million for the three months ended March 31, 2025 in relation to the comparable prior period due primarily to the impact of the Merger. Amortization of fair value marks on acquired time deposits was $452 thousand for the three months ended March 31, 2025.

Interest expense on borrowings increased by $245 thousand to $2.5 million for the three months ended March 31, 2025 from $2.3 million for the three months ended March 31, 2024. The cost of borrowings decreased by 11 basis points to 4.88% for the three months ended March 31, 2025 from 4.99% for the three months ended March 31, 2024. Average borrowings increased by $26.2 million from $181.6 million for the three months ended March 31, 2024 to $207.8 million for the three months ended March 31, 2025, which included average subordinated debt and trust preferred debt of $68.7 million for the three months ended March 31, 2025, an increase of $36.6 million, from an average of $32.1 million for the three months ended March 31, 2024. The increase is due primarily to the assumed subordinated debt of $31.0 million and trust preferred debt of $10.3 million from the Merger. The subordinated notes assumed from the Merger have a fixed rate of interest equal to 4.50% until December 30, 2025. The trust preferred debt has a variable rate of three-month CME term SOFR rate, plus a spread adjustment and margin. The interest rate on Orrstown Financial Services, Inc.'s subordinated notes was 7.75% at March 31, 2025 compared to 8.77% at March 31, 2024. Amortization of fair value marks on acquired borrowings was $152 thousand for the three months ended March 31, 2025.

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Provision for Credit Losses

The ACL as a percentage of the total loan portfolio was 1.23% at March 31, 2025 compared to 1.27% at March 31, 2024. The Company recorded a recovery of provision for credit losses on loans of $554 thousand for the three months ended March 31, 2025 compared to expense of $421 thousand for the same period in 2024. For the three months ended March 31, 2025, the provision for credit losses was primarily impacted by the decrease in loans of $55.2 million, partially offset by increases in certain qualitative factors. A qualitative factor was added for Other External Factors at a minor level for all loan classes due to the uncertainty created within the global and domestic markets from changes in U.S. economic policy, including the recently implemented tariffs, the Economic Conditions qualitative factor at a minor level and the Delinquency and Classified Loan Trends qualitative factor at a moderate level were added for the residential senior liens loan class and the Delinquency and Classified Loan Trends qualitative factor at a moderate level was added for the home equity loan class. An adjustment to the Economic Conditions qualitative factor was based on current market interest rates and prepayment speeds, and the adjustment to Delinquency and Classified Loan Trends was based on delinquencies and downgrades within the aforementioned loan classes.

Net charge-offs for the three months ended March 31, 2025 totaled $331 thousand compared to net recoveries of $42 thousand for the three months ended March 31, 2024. Nonaccrual loans were 0.59% of gross loans at March 31, 2025 compared with 0.56% of gross loans at March 31, 2024. Nonaccrual loans increased by $9.8 million from $12.9 million at March 31, 2024 to $22.7 million at March 31, 2025. This reflects $12.8 million of nonaccrual loans assumed in the Merger and other additions in commercial and industrial and commercial real estate loans, partially offset by repayments and charge offs totaling $8.2 million on nonaccrual loans from March 31, 2024.

Additional information is included in the "Credit Risk Management" section herein.

Noninterest Income

The following table compares noninterest income for the three months ended March 31, 2025 and 2024:

			Three Months Ended March 31,												$ Change						% Change
			2025						2024						2025-2024						2025-2024
Service charges on deposit accounts			$	1,911					$	1,005					$	906					90.1		%
Interchange income			1,427						911						516						56.6		%
Other service charges, commissions and fees			484						195						289						148.2		%
Swap fee income			394						199						195						98.0		%
Trust and investment management income			3,976						2,024						1,952						96.4		%
Brokerage income			1,439						1,078						361						33.5		%
Mortgage banking activities			302						458						(156)						(34.1)		%
Income from life insurance			1,289						634						655						103.3		%
Other income			389						131						258						196.9		%
Investment securities losses			13						(5)						18						360.0		%
Total noninterest income			$	11,624					$	6,630					$	4,994					75.3		%

Noninterest income increased by $5.0 million from $6.6 million for the three months ended March 31, 2024 to $11.6 million for the three months ended March 31, 2025. The primary driver of the overall increase was the impact of the Merger in the three months ended March 31, 2025. The following were significant components of the change in this line item that did not result from the Merger:

•Swap fee income increased by $195 thousand as swap fee income will fluctuate based on market conditions and client demand.

•Mortgage banking income decreased by $156 thousand. This decrease was primarily due to a reduction in the fair value of mortgage servicing rights, which was driven by interest rate movements in the first quarter of 2025.

•Other income increased by $258 thousand. The increase includes $129 thousand in gains from the termination of three pay-fixed interest rate swaps.

•Other line items within noninterest income showed fluctuations attributable to normal business operations.

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Noninterest Expenses

The following table compares noninterest expenses for the three months ended March 31, 2025 and 2024:

			Three Months Ended March 31,												$ Change						% Change
			2025						2024						2025-2024						2025-2024
Salaries and employee benefits			$	20,388					$	13,752					$	6,636					48.3		%
Occupancy			1,989						1,201						788						65.6		%
Furniture and equipment			2,686						1,438						1,248						86.8		%
Data processing			924						1,265						(341)						(27.0)		%
Automated teller machine and interchange fees			677						351						326						92.9		%
Advertising and bank promotions			499						398						101						25.4		%
FDIC insurance			824						441						383						86.8		%
Professional services			1,826						631						1,195						189.4		%
Directors' compensation			211						251						(40)						(15.9)		%
Taxes other than income			942						494						448						90.7		%
Intangible asset amortization			2,535						225						2,310						1026.7		%
Merger-related expenses			1,649						672						977						145.4		%
Restructuring expenses			91						—						91						100.0		%
Other operating expenses			2,935						1,350						1,585						117.4		%
Total noninterest expenses			$	38,176					$	22,469					$	15,707					69.9		%

Noninterest expense increased by $15.7 million from $22.5 million for the three months ended March 31, 2024 to $38.2 million for the three months ended March 31, 2025. The primary driver of the overall increase was the impact of the Merger in the three months ended March 31, 2025. The following were additional significant components of the change in this line item:

•Data processing expense decreased by $341 thousand due to the reduction in core system costs following a system conversion in the fourth quarter of 2024.

•Professional services expense increased by $1.2 million, partly due to the Merger, but also due to higher utilization of consultants and other third-party service providers during the integration and system conversion process.

•Intangible asset amortization expense increased by $2.3 million due to the amortization recognized on the core deposit intangible and wealth customer relationship intangible established from the Merger.

•Merger-related expenses increased by $977 thousand. The merger costs incurred during the first quarter of 2025 included software conversion costs and professional fees, including external audit, associated with the conversion.

•Restructuring expense of $91 thousand was recorded in the three months ended March 31, 2025, which is related to the closure of six branch locations during the fourth quarter of 2024.

•Other operating expenses increased by $1.6 million partially due to an increase in credit valuation adjustments on derivatives of $372 thousand. The remaining change is attributed to the impact of the merger and normal business operations, which included increases of $424 thousand in printing and postage charges, $248 thousand in insurance expenses, $169 thousand in telecommunication expenses, $163 thousand in loan-related expenses.

•Other line items within noninterest expenses showed fluctuations attributable to normal business operations.

Income Tax Expense

Income tax expense totaled $4.7 million, an effective tax rate of 20.7%, for the three months ended March 31, 2025 compared with $2.2 million and an effective tax rate of 20.6% for the three months ended March 31, 2024. The Company’s effective tax rate is less than the 21% federal statutory rate due to interest earned on tax-exempt loans and investment securities and income from life insurance policies, partially offset by disallowed interest expense and state income taxes.

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FINANCIAL CONDITION

Management devotes substantial time to overseeing the investment in and costs to fund loans and investment securities through deposits and borrowings, as well as the formulation and adherence to policies directed toward enhancing profitability and managing the risks associated with these investments.

Investment Securities

The Company utilizes investment securities to manage interest rate risk and liquidity, enhance income through interest and dividend income and collateralize certain deposits and borrowings.

The Company has established investment policies and an asset/liability management policy to assist in administering its investment portfolio. Decisions to purchase or sell these securities are based on economic conditions and management’s strategy to respond to changes in interest rates, liquidity, pledges to secure deposits and repurchase agreements and other factors while trying to maximize return on the investments. The Company may segregate its investment security portfolio into three categories: “securities available-for-sale,” “trading securities” and “securities held-to-maturity.” At March 31, 2025 and December 31, 2024, management classified the entire investment securities portfolio as AFS, which is accounted for at current market value with non-credit related losses and gains reported in OCI, net of income taxes.

The Company's investment securities portfolio includes debt investments that are subject to varying degrees of credit and market risks, which arise from general market conditions and factors impacting specific industries, as well as news that may impact specific securities. Management monitors its debt securities, using various indicators to determine whether unrealized losses on debt securities are credit related and require an ACL. These indicators include the amount of time the security has been in an unrealized loss position, the cause and extent of the unrealized loss and the credit quality of the issuer and underlying assets. In addition, management assesses whether it is likely the Company will have to sell the investment security prior to recovery, or it expects to be able to hold the investment security until the price recovers. The Company determined that the declines in market value were due to increases in interest rates and market movements, and not due to credit factors. The Company does not intend to sell these securities with unrealized losses and it is more likely than not that the Company will not be required to sell them before recovery of their amortized cost basis, which may be maturity. Therefore, the Company has concluded that the unrealized losses for the AFS securities did not require an ACL at March 31, 2025 and December 31, 2024.

At March 31, 2025, AFS securities totaled $855.5 million, an increase of $25.8 million, from $829.7 million at December 31, 2024. During the three months ended March 31, 2025, the Company purchased $39.6 million of AFS securities, consisting of agency MBS and CMO securities, which were partially offset by paydowns of $18.4 million. The balance of investment securities included net unrealized losses of $31.3 million at March 31, 2025 compared to net unrealized losses of $35.2 million at December 31, 2024 for a decrease of $3.9 million. This decrease in net unrealized losses was primarily due to lower treasury rates compared to December 31, 2024. The overall duration of the Company's investment securities portfolio was 4.3 years at March 31, 2025 compared to 4.1 years at December 31, 2024. The Company has sufficient access to liquidity such that management does not believe it would be necessary to sell any of its investment securities at a loss to offset any unexpected deposit outflows. Management believes the structure of the Company's investment security portfolio is appropriately aligned with the rest of the balance sheet to protect against volatile interest rate environments, to provide a source of liquidity and to generate steady earnings.

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The following table summarizes the credit ratings and collateral associated with the Company's investment security portfolio, excluding equity securities, at March 31, 2025:

Sector			Portfolio Mix			Amortized Book Value			Fair Value			Credit Enhancement			AAA			AA			A			BBB			BB			NR			Collateral / Guarantee Type
Unsecured ABS			—		%	$	2,952		$	2,768		27		%	—%			—%			—%			—%			—%			100%			Unsecured Consumer Debt
Student Loan ABS			—			3,808			3,792			28			—			—			—			—			—			100			Seasoned Student Loans
Federal Family Education Loan ABS			9			78,231			77,955			11			1			47			33			7			12			—			Federal Family Education Loan (1)
PACE Loan ABS			—			1,943			1,710			7			100			—			—			—			—			—			PACE Loans
Non-Agency CMBS			2			13,966			14,022			30			—			—			—			—			—			100
Non-Agency RMBS			2			16,323			14,726			16			100			—			—			—			—			—			Reverse Mortgages (2)
Municipal - General Obligation			11			99,248			89,952						17			76			7			—			—			—
Municipal - Revenue			14			120,676			107,154						—			82			12			—			—			6
SBA ReRemic			—			2,095			2,087						—			100			—			—			—			—			SBA Guarantee (3)
Small Business Administration			1			5,511			5,629						—			100			—			—			—			—			SBA Guarantee (3)
Agency MBS			19			164,144			162,334						—			100			—			—			—			—			Residential Mortgages (3)
Agency CMO			40			355,699			352,729						—			100			—			—			—			—
U.S. Treasury securities			2			20,040			18,417						—			100			—			—			—			—			U.S. Government Guarantee (3)
Corporate debt			—			1,939			1,974						—			—			52			48			—			—
			100		%	$	886,575		$	855,249					4%			87%			5%			1%			—%			3%
(1) Minimum of 97% guaranteed by U.S. government
(2) Non-agency reverse mortgages with current structural credit enhancements
(3) Guaranteed by U.S. government or U.S. government agencies
Note : Ratings in table are the lowest of the six rating agencies (Standard & Poor's, Moody's, Fitch, Morningstar, DBRS and Kroll Bond Rating Agency). Standard & Poor's rates U.S. government obligations at AA+.

Loan Portfolio

The Company offers a variety of products to meet the credit needs of its borrowers, principally commercial real estate loans, commercial and industrial loans, retail loans secured by residential properties, and, to a lesser extent, installment loans. No loans are extended to non-domestic borrowers or governments.

The risks associated with lending activities differ among loan segments and classes and are subject to the impact of changes in interest rates, market conditions of collateral securing the loans and general economic conditions. Any of these factors may adversely impact a borrower’s ability to repay loans, and also impact the associated collateral. A further discussion on the Company's loan segments and classes, the related risks, ACL and FDM are included in Note 1, Summary of Significant Accounting Policies, and Note 4, Loans and Allowance for Credit Losses, to the unaudited condensed consolidated financial statements under Part I, Item 1, "Financial Information."

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The following table presents the loan portfolio, excluding residential LHFS, by segment and class at March 31, 2025 and December 31, 2024:

			March 31, 2025						December 31, 2024
Commercial real estate:
Owner occupied			$	617,854					$	633,567
Non-owner occupied			1,157,383						1,160,238
Multi-family			257,724						274,135
Non-owner occupied residential			168,354						179,512
Acquisition and development:
1-4 family residential construction			40,621						47,432
Commercial and land development			227,434						241,424
Agricultural			134,916						125,156
Commercial and industrial			455,494						451,384
Municipal			30,780						30,044
Residential mortgage:
First lien			464,642						460,297
Home equity - term			9,224						5,988
Home equity - lines of credit			295,820						303,561
Installment and other loans			15,739						18,476
			$	3,875,985					$	3,931,214

Total loans decreased by $55.2 million from December 31, 2024 to March 31, 2025. This decrease was primarily due to strategic actions to reduce risk in the portfolio, including reducing commercial real estate loan concentrations during the three months ended March 31, 2025.

Asset Quality

Risk Elements

The Company’s loan portfolio is subject to varying degrees of credit risk. Credit risk is managed through the Company's underwriting standards, on-going credit reviews and monitoring of asset quality measures. Additionally, loan portfolio diversification, which limits exposure to a single industry or borrower, and collateral requirements also mitigate the Company's risk of credit loss.

The loan portfolio consists principally of loans to borrowers in south central Pennsylvania and the greater Baltimore, Maryland region. As the majority of loans are concentrated in these geographic regions, a substantial portion of the borrowers' ability to honor their obligations may be affected by the level of economic activity in these market areas.

Nonperforming assets include nonaccrual loans and foreclosed real estate. In addition, loan modifications to borrowers experiencing financial difficulty and loans past due 90 days or more and still accruing are also deemed to be risk assets. For all loan classes, the accrual of interest income on loans, including individually evaluated loans, ceases when principal or interest is past due 90 days or more and collateral is inadequate to cover principal and interest or immediately if, in the opinion of management, full collection is unlikely. Interest will continue to accrue on loans past due 90 days or more if the collateral is adequate to cover principal and interest, and the loan is in the process of collection. Interest accrued, but not collected, as of the date of placement on nonaccrual status, is generally reversed and charged against interest income, unless fully collateralized. Subsequent payments received are either applied to the outstanding principal balance or recorded as interest income, depending on management’s assessment of the ultimate collectability of principal. Loans are returned to accrual status, for all loan classes, when all the principal and interest amounts contractually due are brought current, the loans have performed in accordance with the contractual terms of the note for a reasonable period of time, generally six months, and the ultimate collectability of the total contractual principal and interest is reasonably assured. Past due status is based on contract terms of the loan.

In accordance with ASU 2022-02, the Company is required to evaluate, based on the accounting for loan modifications, whether the borrower is experiencing financial difficulty and if the modification results in a more-than-insignificant direct change in the contractual cash flows and represents a new loan or a continuation of an existing loan, which the Company refers to these loans as "financial difficulty modifications" or "FDMs."

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The following table presents the Company’s risk elements and relevant asset quality ratios at March 31, 2025 and December 31, 2024:

			March 31, 2025						December 31, 2024
Nonaccrual loans			$	22,727					$	24,111
OREO			138						138
Total nonperforming assets			22,865						24,249
FDMs still accruing			5,127						4,897
Loans past due 90 days or more and still accruing			400						641
Total nonperforming and other risk assets ("total risk assets")			$	28,392					$	29,787
Loans 30-89 days past due and still accruing			$	29,639					$	35,393
Asset quality ratios:
Total nonperforming loans to total loans			0.59		%				0.61		%
Total nonperforming assets to total assets			0.42		%				0.45		%
Total nonperforming assets to total loans and OREO			0.59		%				0.62		%
Total risk assets to total loans and OREO			0.73		%				0.76		%
Total risk assets to total assets			0.52		%				0.55		%
ACL to total loans			1.23		%				1.24		%
ACL to nonperforming loans			210.34		%				201.94		%
ACL to nonperforming loans and FDMs still accruing			171.62		%				167.85		%
Net charge-offs to total average loans (1)			0.03		%				0.03		%

(1) Annualized

Nonperforming assets include nonaccrual loans and foreclosed real estate. Risk assets, which include nonperforming assets, FDMs still accruing and loans past due 90 days or more and still accruing, totaled $28.4 million at March 31, 2025, a decrease of $1.4 million from $29.8 million at December 31, 2024. Nonaccrual loans decreased by $1.4 million from December 31, 2024 to March 31, 2025 due primarily to repayments of $4.2 million and charge offs of $581 thousand, partially offset by additions consisting mostly of loans in the commercial and residential mortgage segments.

At March 31, 2025, the Company had $6.8 million in loan modifications meeting the FDM criteria under ASU 2022-02 compared to $9.3 million at December 31, 2024. At March 31, 2025, the FDM balance included $5.2 million in acquired loans from the Merger and new loan modifications during the first quarter of 2025 totaling $269 thousand. The decrease in FDM during the first quarter of 2025 was due to repayments. There were $1.7 million in FDM loans in nonaccrual status at March 31, 2025.

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The following table presents the amortized cost basis of nonaccrual loans, according to loan class, with and without reserves on individually evaluated loans at March 31, 2025 and December 31, 2024. At March 31, 2025, there was a specific reserve of $15 thousand on nonaccrual loans, excluding the ACL recorded on acquired PCD loans from the Merger, compared to $7 thousand at December 31, 2024.

			March 31, 2025																								December 31, 2024
			Nonaccrual loans with a related ACL						Nonaccrual loans with no related ACL						Total nonaccrual loans						Loans Past Due 90+ Accruing						Nonaccrual loans with a related ACL						Nonaccrual loans with no related ACL						Total nonaccrual loans						Loans Past Due 90+ Accruing
Commercial real estate:
Owner-occupied			$	232					$	5,416					$	5,648					$	—					$	232					$	4,046					$	4,278					$	—
Non-owner occupied			—						1,360						1,360						—						—						1,466						1,466						—
Multi-family			—						—						—						—						—						721						721						237
Non-owner occupied residential			—						278						278						—						—						175						175						—
Acquisition and development:
1-4 family residential construction			—						—						—						—						—						—						—						—
Commercial and land development			3,006						636						3,642						—						3,282						376						3,658						—
Agricultural			—						790						790						—						—						797						797						—
Commercial and industrial			1,460						1,548						3,008						109						2,822						2,678						5,500						113
Municipal			—						—						—						—						—						—						—						—
Residential mortgage:
First lien			20						5,487						5,507						272						—						5,077						5,077						243
Home equity – term			—						69						69						19						36						34						70						18
Home equity – lines of credit			—						2,411						2,411						—						—						2,344						2,344						30
Installment and other loans			14						—						14						—						15						10						25						—
Total			$	4,732					$	17,995					$	22,727					$	400					$	6,387					$	17,724					$	24,111					$	641

The following table presents our exposure to relationships that are individually evaluated and the partial charge-offs taken to date and specific reserves established on those relationships at March 31, 2025 and December 31, 2024:

			# of Relationships						Individually Evaluated Loans						Partial Charge-offs to Date						Specific Reserves
March 31, 2025
Relationships greater than $1,000,000			7						$	8,792					$	923					$	2,818
Relationships greater than $500,000 but less than $1,000,000			8						5,393						313						500
Relationships greater than $250,000 but less than $500,000			9						2,603						—						101
Relationships less than $250,000			135						6,103						536						44
			159						$	22,891					$	1,772					$	3,463
December 31, 2024
Relationships greater than $1,000,000			5						$	10,210					$	828					$	177
Relationships greater than $500,000 but less than $1,000,000			6						4,925						313						2,173
Relationships greater than $250,000 but less than $500,000			9						2,887						—						155
Relationships less than $250,000			121						6,256						431						1,439
			141						$	24,278					$	1,572					$	3,944

The Company takes partial charge-offs on collateral-dependent loans when carrying value exceeds estimated fair value, as determined by the most recent appraisal adjusted for current (within the quarter) conditions, less costs to dispose. Specific reserves remain in place if updated appraisals are pending and represent management’s estimate of potential loss.

Internal loan reviews are completed annually on all commercial relationships, secured by commercial real estate, with a committed loan balance in excess of $2.0 million, which includes confirmation of risk rating by an independent credit officer. In addition, all commercial relationships greater than $500 thousand rated Substandard, Doubtful or Loss are reviewed and

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corresponding risk ratings are reaffirmed by the Bank's Problem Loan Committee, with subsequent reporting to the Management ERM Committee and the Board of Directors.

In its individually evaluated loan analysis, the Company determines the extent of any full or partial charge-offs that may be required, or any reserves that may be needed. The determination of the Company’s charge-offs or specific reserve include an evaluation of the outstanding loan balance and the related collateral securing the credit. Through a combination of collateral securing the loans and partial charge-offs taken to date, the Company believes that it has adequately provided for the potential losses that it may incur on these relationships at March 31, 2025. However, over time, additional information may result in increased reserve allocations or, alternatively, it may be deemed that the reserve allocations exceed those that are needed.

Credit Risk Management

Allowance for Credit Losses

The Company maintains the ACL at a level deemed adequate by management for expected credit losses. The Company’s ACL is calculated quarterly, with any adjustment recorded to the provision for credit losses in the unaudited condensed consolidated statements of income. A comprehensive analysis of the ACL is performed by the Company on a quarterly basis. Management evaluates the adequacy of the ACL utilizing a defined methodology to determine if it properly addresses the current and expected risks in the loan portfolio, which considers the performance of borrowers and specific evaluation of individually evaluated loans, including historical loss experiences, trends in delinquencies, nonperforming loans and other risk assets, and the qualitative factors. Risk factors are continuously reviewed and adjusted, as needed, by management when conditions support a change. Management believes its approach properly addresses relevant accounting and bank regulatory guidance for loans both collectively and individually evaluated. The results of the comprehensive analysis, including recommended changes, are governed by the Company's Reserve Adequacy Committee and subsequently presented to the Enterprise Risk Management Committee.

The ACL is evaluated based on a review of the collectability of loans in light of historical experience; the nature and volume of the loan portfolio; adverse situations that may affect a borrower’s ability to repay; estimated value of any underlying collateral; and prevailing economic conditions. This evaluation is inherently subjective as it requires estimates that are susceptible to significant revision as more information becomes available. A description of the methodology for establishing the allowance and provision for credit losses and related procedures in establishing the appropriate level of reserve is included in Note 4, Loans and Allowance for Credit Losses, to the unaudited condensed consolidated financial statements under Part I, Item 1, "Financial Information."

The following table presents the amortized cost basis of the loan portfolio, by year of origination, loan class and credit quality as of March 31, 2025. For residential and consumer loan classes, the Company also evaluates credit quality based on the aging status of the loan and payment activity. Residential mortgage and installment and other consumer loans are presented below based on payment performance: performing or nonperforming. During the three months ended March 31, 2025, commercial and land development loans totaling $6.1 million were recharacterized to a permanent commercial real estate class upon the completion of construction or receiving a certificate of occupancy. In addition, 1-4 family residential construction loans totaling $1.2 million were recharacterized to a permanent 1-4 family residential mortgage upon the completion of construction. During 2024, commercial and land development loans totaling $44.5 million were recharacterized to a permanent commercial real estate class upon the completion of construction or receiving a certificate of occupancy. In addition, 1-4 family residential construction loans totaling $17.1 million were recharacterized to a permanent 1-4 family residential mortgage upon the completion of construction.

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			Term Loans Amortized Cost Basis by Origination Year
As of March 31, 2025			2025						2024						2023						2022						2021						Prior						Revolving Loans Amortized Basis						Revolving Loans Converted to Term						Total
Commercial Real Estate:
Owner-occupied:
Risk rating
Pass			$	10,969					$	53,350					$	90,088					$	104,618					$	97,914					$	169,641					$	12,407					$	1,578					$	540,565
Special mention			—						—						136						15,651						14,734						11,459						320						—						42,300
Substandard - Non-IEL			—						—						1,522						12,572						4,177						6,999						3,854						217						29,341
Substandard - IEL			—						—						694						206						1,082						3,666						—						—						5,648
Total owner-occupied loans			$	10,969					$	53,350					$	92,440					$	133,047					$	117,907					$	191,765					$	16,581					$	1,795					$	617,854
Current period gross charge offs - owner-occupied			$	—					$	—					$	—					$	75					$	—					$	—					$	—					$	—					$	75
Non-owner occupied:
Risk rating
Pass			$	10,367					$	82,873					$	145,771					$	192,518					$	323,602					$	372,363					$	2,449					$	378					$	1,130,321
Special mention			—						—						10,077						2,989						1,136						9,782						—						—						23,984
Substandard - Non-IEL			—						466						—						1,045						—						207						—						—						1,718
Substandard - IEL			—						—						—						—						—						1,360						—						—						1,360
Total non-owner occupied loans			$	10,367					$	83,339					$	155,848					$	196,552					$	324,738					$	383,712					$	2,449					$	378					$	1,157,383
Current period gross charge offs - non-owner occupied			$	—					$	—					$	—					$	—					$	—					$	—					$	—					$	—					$	—
Multi-family:
Risk rating
Pass			$	548					$	7,232					$	9,919					$	96,057					$	52,973					$	84,242					$	1,409					$	214					$	252,594
Special mention			—						—						—						1,082						776						—						—						—						1,858
Substandard - Non-IEL			—						—						—						569						2,468						235						—						—						3,272
Substandard - IEL			—						—						—						—						—						—						—						—						—
Total multi-family loans			$	548					$	7,232					$	9,919					$	97,708					$	56,217					$	84,477					$	1,409					$	214					$	257,724
Current period gross charge offs - multi-family			$	—					$	—					$	—					$	—					$	—					$	—					$	—					$	—					$	—
Non-owner occupied residential:
Risk rating
Pass			$	213					$	9,291					$	19,935					$	28,486					$	27,625					$	78,606					$	1,113					$	652					$	165,921
Special mention			—						—						—						—						147						381						40						40						608
Substandard - Non-IEL			—						—						—						51						131						1,256						—						109						1,547
Substandard - IEL			—						—						—						154						—						124						—						—						278
Total non-owner occupied residential loans			$	213					$	9,291					$	19,935					$	28,691					$	27,903					$	80,367					$	1,153					$	801					$	168,354
Current period gross charge offs - non-owner occupied residential			$	—					$	—					$	—					$	—					$	—					$	—					$	—					$	—					$	—
Acquisition and development:
1-4 family residential construction:
Risk rating
Pass			$	8,151					$	22,936					$	4,235					$	1,524					$	1,138					$	848					$	880					$	—					$	39,712
Special mention			—						74						222						—						—						613						—						—						909
Substandard - Non-IEL			—						—						—						—						—						—						—						—						—
Substandard - IEL			—						—						—						—						—						—						—						—						—
Total 1-4 family residential construction loans			$	8,151					$	23,010					$	4,457					$	1,524					$	1,138					$	1,461					$	880					$	—					$	40,621
Current period gross charge offs - 1-4 family residential construction			$	—					$	—					$	—					$	—					$	—					$	—					$	—					$	—					$	—
continued

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			Term Loans Amortized Cost Basis by Origination Year
As of March 31, 2025			2025						2024						2023						2022						2021						Prior						Revolving Loans Amortized Basis						Revolving Loans Converted to Term						Total
Commercial and land development:
Risk rating
Pass			$	1,653					$	67,323					$	51,414					$	73,373					$	10,598					$	5,422					$	8,106					$	150					$	218,039
Special mention			—						—						—						4,748						—						—						—						—						4,748
Substandard - Non-IEL			—						734						271						—						—						—						—						—						1,005
Substandard - IEL			—						—						18						3,274						350						—						—						—						3,642
Total commercial and land development loans			$	1,653					$	68,057					$	51,703					$	81,395					$	10,948					$	5,422					$	8,106					$	150					$	227,434
Current period gross charge offs - commercial and land development			$	—					$	—					$	—					$	—					$	—					$	—					$	—					$	—					$	—
Agricultural
Risk rating
Pass			$	5,219					$	14,567					$	14,206					$	21,127					$	19,446					$	44,101					$	13,130					$	1,336					$	133,132
Special mention			—						—						—						—						—						256						81						—						337
Substandard - Non-IEL			—						—						—						450						—						207						—						—						657
Substandard - IEL			—						—						—						790						—						—						—						—						790
Total agricultural loans			$	5,219					$	14,567					$	14,206					$	22,367					$	19,446					$	44,564					$	13,211					$	1,336					$	134,916
Current period gross charge offs - agricultural			$	—					$	—					$	—					$	—					$	25					$	—					$	—					$	—					$	25
Commercial and Industrial:
Risk rating
Pass			$	22,580					$	81,474					$	52,806					$	51,298					$	48,462					$	24,931					$	130,512					$	7,126					$	419,189
Special mention			—						4,376						927						2,361						235						—						9,603						61						17,563
Substandard - Non-IEL			—						—						2,214						2,100						—						—						8,607						2,813						15,734
Substandard - IEL			—						397						559						128						169						1,602						—						153						3,008
Total commercial and industrial loans			$	22,580					$	86,247					$	56,506					$	55,887					$	48,866					$	26,533					$	148,722					$	10,153					$	455,494
Current period gross charge offs - commercial and industrial			$	—					$	—					$	381					$	—					$	41					$	95					$	—					$	—					$	517
Municipal:
Risk rating
Pass			$	2,497					$	562					$	—					$	9,816					$	2,877					$	13,555					$	—					$	—					$	29,307
Special mention			—						—						—						—						—						1,473						—						—						1,473
Total municipal loans			$	2,497					$	562					$	—					$	9,816					$	2,877					$	15,028					$	—					$	—					$	30,780
Current period gross charge offs - municipal			$	—					$	—					$	—					$	—					$	—					$	—					$	—					$	—					$	—
Residential mortgage:
First lien:
Payment performance
Performing			$	20,302					$	59,611					$	97,877					$	100,981					$	49,771					$	130,429					$	—					$	—					$	458,971
Nonperforming			—						673						577						237						250						3,934						—						—						5,671
Total first lien loans			$	20,302					$	60,284					$	98,454					$	101,218					$	50,021					$	134,363					$	—					$	—					$	464,642
Current period gross charge offs - first lien			$	—					$	—					$	—					$	—					$	—					$	—					$	—					$	—					$	—
Home equity - term:
Payment performance
Performing			$	79					$	1,422					$	1,245					$	1,451					$	1,028					$	3,770					$	160					$	—					$	9,155
Nonperforming			—						—						—						35						—						34						—						—						69
Total home equity - term loans			$	79					$	1,422					$	1,245					$	1,486					$	1,028					$	3,804					$	160					$	—					$	9,224
Current period gross charge offs - home equity - term			$	—					$	—					$	—					$	—					$	—					$	—					$	—					$	—					$	—
continued

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			Term Loans Amortized Cost Basis by Origination Year
As of March 31, 2025			2025						2024						2023						2022						2021						Prior						Revolving Loans Amortized Basis						Revolving Loans Converted to Term						Total
Home equity - lines of credit:
Payment performance
Performing			$	—					$	—					$	—					$	—					$	—					$	—					$	196,120					$	97,289					$	293,409
Nonperforming			—						—						—						—						—						—						2,086						325						2,411
Total residential real estate - home equity - lines of credit loans			$	—					$	—					$	—					$	—					$	—					$	—					$	198,206					$	97,614					$	295,820
Current period gross charge offs - home equity - lines of credit			$	—					$	—					$	—					$	—					$	—					$	—					$	—					$	—					$	—
Installment and other loans:
Payment performance
Performing			$	578					$	1,469					$	2,355					$	1,849					$	666					$	410					$	8,371					$	27					$	15,725
Nonperforming			—						—						3						—						—						11						—						—						14
Total Installment and other loans			$	578					$	1,469					$	2,358					$	1,849					$	666					$	421					$	8,371					$	27					$	15,739
Current period gross charge offs - installment and other			$	—					$	232					$	—					$	3					$	2					$	8					$	31					$	—					$	276

			Term Loans Amortized Cost Basis by Origination Year
As of December 31, 2024			2024						2023						2022						2021						2020						Prior						Revolving Loans Amortized Basis						Revolving Loans Converted to Term						Total
Commercial Real Estate:
Owner-occupied:
Risk rating
Pass			$	55,068					$	86,255					$	106,696					$	112,278					$	31,495					$	155,543					$	14,653					$	280					$	562,268
Special mention			—						1,674						18,563						1,895						7,946						5,422						165						—						35,665
Substandard - Non-IEL			—						694						14,572						4,204						2,477						4,899						4,510						—						31,356
Substandard - IEL			—						9						—						1,110						245						2,914						—						—						4,278
Total owner-occupied loans			$	55,068					$	88,632					$	139,831					$	119,487					$	42,163					$	168,778					$	19,328					$	280					$	633,567
Current period gross charge offs - owner-occupied			$	—					$	217					$	13					$	313					$	—					$	12					$	—					$	—					$	555
Non-owner occupied:
Risk rating
Pass			$	82,441					$	146,020					$	193,131					$	326,586					$	123,646					$	256,212					$	2,335					$	—					$	1,130,371
Special mention			—						10,081						2,985						334						7,920						1,919						—						—						23,239
Substandard - Non-IEL			482						—						1,049						—						1,043						2,588						—						—						5,162
Substandard - IEL			—						—						—						—						—						1,466						—						—						1,466
Total non-owner occupied loans			$	82,923					$	156,101					$	197,165					$	326,920					$	132,609					$	262,185					$	2,335					$	—					$	1,160,238
Current period gross charge offs - non-owner occupied			$	—					$	—					$	—					$	—					$	—					$	65					$	—					$	—					$	65
Multi-family:
Risk rating
Pass			$	7,269					$	12,679					$	105,883					$	54,028					$	30,968					$	54,676					$	1,351					$	—					$	266,854
Special mention			—						—						1,094						—						—						—						—						—						1,094
Substandard - Non-IEL			—						—						571						4,658						—						237						—						—						5,466
Substandard - IEL			—						—						—						—						—						721						—						—						721
Total multi-family loans			$	7,269					$	12,679					$	107,548					$	58,686					$	30,968					$	55,634					$	1,351					$	—					$	274,135
Current period gross charge offs - multi-family			$	—					$	—					$	—					$	—					$	—					$	7					$	—					$	—					$	7
continued

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			Term Loans Amortized Cost Basis by Origination Year
As of December 31, 2024			2024						2023						2022						2021						2020						Prior						Revolving Loans Amortized Basis						Revolving Loans Converted to Term						Total
Non-owner occupied residential:
Risk rating
Pass			$	9,322					$	22,771					$	29,681					$	29,729					$	19,410					$	64,851					$	1,257					$	—					$	177,021
Special mention			—						—						—						147						42						478						39						—						706
Substandard - Non-IEL			—						—						166						133						—						1,311						—						—						1,610
Substandard - IEL			—						—						43						—						—						132						—						—						175
Total non-owner occupied residential loans			$	9,322					$	22,771					$	29,890					$	30,009					$	19,452					$	66,772					$	1,296					$	—					$	179,512
Current period gross charge offs - non-owner occupied residential			$	—					$	—					$	—					$	29					$	—					$	—					$	—					$	—					$	29
Acquisition and development:
1-4 family residential construction:
Risk rating
Pass			$	30,908					$	7,079					$	2,295					$	598					$	935					$	762					$	3,921					$	—					$	46,498
Special mention			74						717						—						—						—						143						—						—						934
Substandard - Non-IEL			—						—						—						—						—						—						—						—						—
Substandard - IEL			—						—						—						—						—						—						—						—						—
Total 1-4 family residential construction loans			$	30,982					$	7,796					$	2,295					$	598					$	935					$	905					$	3,921					$	—					$	47,432
Current period gross charge offs - 1-4 family residential construction			$	—					$	—					$	—					$	—					$	—					$	—					$	—					$	—					$	—
Commercial and land development:
Risk rating
Pass			$	60,420					$	57,563					$	74,893					$	14,107					$	372					$	6,928					$	7,280					$	—					$	221,563
Special mention			734						—						4,557						998						1,841						3,451						—						—						11,581
Substandard - Non-IEL			2,966						1,656						—						—						—						—						—						—						4,622
Substandard - IEL			—						18						3,282						358						—						—						—						—						3,658
Total commercial and land development loans			$	64,120					$	59,237					$	82,732					$	15,463					$	2,213					$	10,379					$	7,280					$	—					$	241,424
Current period gross charge offs - commercial and land development			$	—					$	23					$	—					$	—					$	—					$	—					$	—					$	—					$	23
Agricultural
Risk rating
Pass			$	14,663					$	14,507					$	21,782					$	19,486					$	10,463					$	28,095					$	13,891					$	164					$	123,051
Special mention			—						—						—						25						—						902						161						—						1,088
Substandard - Non-IEL			—						—						13						—						—						207						—						—						220
Substandard - IEL			—						—						797						—						—						—						—						—						797
Total agricultural loans			$	14,663					$	14,507					$	22,592					$	19,511					$	10,463					$	29,204					$	14,052					$	164					$	125,156
Current period gross charge offs - agricultural			$	—					$	1					$	—					$	18					$	—					$	18					$	1					$	—					$	38
Commercial and Industrial:
Risk rating
Pass			$	82,924					$	55,109					$	53,482					$	49,937					$	15,405					$	17,215					$	137,379					$	2,768					$	414,219
Special mention			485						2,000						2,477						293						2						23						10,516						—						15,796
Substandard - Non-IEL			—						1,037						2,547						3,409						—						490						8,386						—						15,869
Substandard - IEL			409						2,772						140						191						884						921						183						—						5,500
Total commercial and industrial loans			$	83,818					$	60,918					$	58,646					$	53,830					$	16,291					$	18,649					$	156,464					$	2,768					$	451,384
Current period gross charge offs - commercial and industrial			$	—					$	335					$	212					$	60					$	1,739					$	60					$	571					$	—					$	2,977
continued

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			Term Loans Amortized Cost Basis by Origination Year
As of December 31, 2024			2024						2023						2022						2021						2020						Prior						Revolving Loans Amortized Basis						Revolving Loans Converted to Term						Total
Municipal:
Risk rating
Pass			$	1,565					$	—					$	10,006					$	3,124					$	269					$	15,080					$	—					$	—					$	30,044
Total municipal loans			$	1,565					$	—					$	10,006					$	3,124					$	269					$	15,080					$	—					$	—					$	30,044
Current period gross charge offs - municipal			$	—					$	—					$	—					$	—					$	—					$	—					$	—					$	—					$	—
Residential mortgage:
First lien:
Payment performance
Performing			$	62,970					$	101,901					$	103,347					$	52,420					$	25,303					$	109,113					$	—					$	—					$	455,054
Nonperforming			672						308						241						483						218						3,321						—						—						5,243
Total first lien loans			$	63,642					$	102,209					$	103,588					$	52,903					$	25,521					$	112,434					$	—					$	—					$	460,297
Current period gross charge offs - first lien			$	—					$	—					$	—					$	—					$	—					$	2					$	—					$	—					$	2
Home equity - term:
Payment performance
Performing			$	395					$	752					$	1,040					$	201					$	462					$	3,068					$	—					$	—					$	5,918
Nonperforming			—						—						36						—						—						34						—						—						70
Total home equity - term loans			$	395					$	752					$	1,076					$	201					$	462					$	3,102					$	—					$	—					$	5,988
Current period gross charge offs - home equity - term			$	—					$	—					$	—					$	—					$	—					$	—					$	—					$	—					$	—
Home equity - lines of credit:
Payment performance
Performing			$	—					$	—					$	—					$	—					$	—					$	—					$	200,886					$	100,331					$	301,217
Nonperforming			—						—						—						—						—						—						2,048						296						2,344
Total residential real estate - home equity - lines of credit loans			$	—					$	—					$	—					$	—					$	—					$	—					$	202,934					$	100,627					$	303,561
Current period gross charge offs - home equity - lines of credit			$	—					$	—					$	—					$	—					$	—					$	—					$	63					$	—					$	63
Installment and other loans:
Payment performance
Performing			$	2,197					$	2,764					$	2,209					$	830					$	119					$	496					$	9,817					$	19					$	18,451
Nonperforming			9						3						—						—						—						13						—						—						25
Total Installment and other loans			$	2,206					$	2,767					$	2,209					$	830					$	119					$	509					$	9,817					$	19					$	18,476
Current period gross charge offs - installment and other			$	209					$	12					$	—					$	32					$	—					$	33					$	21					$	—					$	307

The Special Mention classification is intended to be a temporary classification reflective of loans that have potential weaknesses that may, if not monitored or corrected, weaken the asset or inadequately protect the Company’s position at some future date. Special mention loans represent an elevated risk, but their weakness does not yet justify a more severe, or classified, rating. These loans require inquiry by lenders on the cause of the potential weakness and, once analyzed, the loan classification may be downgraded to Substandard or, alternatively, could be upgraded to Pass.

Special Mention loans increased by $2.2 million from $90.1 million at December 31, 2024 to $92.3 million at March 31, 2025 due to downgrades at the Bank of $22.7 million, partially offset by repayments.

Classified loans totaled $76.2 million at March 31, 2025, or 2.0% of total loans outstanding, reflecting a decrease from $88.6 million, or 2.3% of total loans outstanding, at December 31, 2024.

Non-IEL substandard loans are performing loans, which have characteristics that cause management concern over the ability of the borrower to perform under present loan repayment terms and which may result in the reporting of these loans as nonperforming, or individually evaluated, loans in the future. Generally, management feels that substandard loans that are

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currently performing and not considered individually evaluated result in some doubt as to the borrower’s ability to continue to perform under the terms of the loan and represent potential problem loans. Non-IEL substandard loans totaled $53.3 million at March 31, 2025, a decrease of $11.1 million, compared to $64.4 million at December 31, 2024 due primarily to repayments of $13.2 million partially offset by downgrades. The Substandard-IEL category decreased from $24.3 million at December 31, 2024 to $22.9 million at March 31, 2025, primarily due to repayments of $6.2 million and charge offs totaling $472 thousand partially offset by downgrades.

The following table presents the activity in the ACL for the three months ended March 31, 2025 and 2024:

			Commercial																																				Consumer
			Commercial Real Estate						Acquisition and Development						Agricultural						Commercial and Industrial						Municipal						Total						Residential Mortgage						Installment and Other						Total												Total
Three Months Ended
March 31, 2025
Balance, beginning of period			$	29,551					$	6,601					$	110					$	6,190					$	320					$	42,772					$	5,240					$	677					$	5,917											$	48,689
Provision for credit losses			(3,587)						(452)						78						1,236						107						(2,618)						1,998						66						2,064												(554)
Charge-offs			(75)						—						(25)						(517)						—						(617)						—						(276)						(276)												(893)
Recoveries			4						1						—						453						—						458						74						30						104												562
Balance, end of period			$	25,893					$	6,150					$	163					$	7,362					$	427					$	39,995					$	7,312					$	497					$	7,809											$	47,804
March 31, 2024
Balance, beginning of period			$	17,873					$	2,241					$	437					$	5,369					$	157					$	26,077					$	2,424					$	201					$	2,625											$	28,702
Provision for loan losses			78						(9)						(44)						(417)						7						(385)						763						43						806												421
Charge-offs			—						—						—						(46)						—						(46)						—						(53)						(53)												(99)
Recoveries			24						1						—						90						—						115						6						20						26												141
Balance, end of period			$	17,975					$	2,233					$	393					$	4,996					$	164					$	25,761					$	3,193					$	211					$	3,404											$	29,165

The ACL totaled $47.8 million at March 31, 2025, an increase of $18.6 million from March 31, 2024, resulting primarily from the provision for credit losses on non-PCD loans of $15.5 million related to the Merger, the allowance for credit losses on PCD loans from the Merger of $5.9 million and a recovery of provision for credit losses of $554 thousand, inclusive of net charge-offs of $331 thousand during the three months ended March 31, 2025. The ACL as a percentage of the total loan portfolio was 1.23% at March 31, 2025 compared to 1.27% at March 31, 2024.

The Company takes partial charge-offs on collateral-dependent loans when carrying value exceeds estimated fair value, as determined by the most recent appraisal adjusted for current (within the quarter) conditions, less costs to dispose. Specific reserves remain in place if updated appraisals are pending, and represent management’s estimate of potential loss. In addition to the specific reserve allocations on individually evaluated loans noted previously, 15 loans, with aggregate outstanding principal balances of $2.1 million, had cumulative partial charge-offs to the ACL totaling $1.8 million through March 31, 2025. As updated appraisals are received on collateral-dependent loans, partial charge-offs are taken to the extent the loans’ principal balance exceeds their fair value.

Management believes the allocation of the ACL among the various loan classes adequately reflects the life expected credit losses in each loan class and is based on the methodology outlined in Note 1, Summary of Significant Accounting Policies, and Note 4, Loans and Allowance for Credit Losses, to the Consolidated Financial Statements under Part I, Item 1, "Financial Information." Management re-evaluates and makes enhancements to its reserve methodology to better reflect the risks inherent in the different segments of the portfolio, particularly in light of increased charge-offs, with noticeable differences between the different loan classes. Management believes these enhancements to the ACL methodology improve the accuracy of quantifying the expected credit losses inherent in the portfolio. Management charges actual loan losses to the reserve and bases the provision for credit losses on its overall analysis.

Management believes the Company’s ACL is adequate based on currently available information. Future adjustments to the ACL and enhancements to the methodology may be necessary due to changes in economic conditions, regulatory guidance, or management’s assumptions as to future delinquencies or loss rates.

Deposits

Total deposits increased by $10.6 million during the first quarter of 2025 and totaled $4.6 billion at both March 31, 2025 and December 31, 2024. Interest-bearing demand deposits, non-interest bearing demand deposits and savings deposits increased by $52.5 million, $38.0 million and $4.1 million, respectively, from December 31, 2024 to March 31, 2025. These increases were partially offset by decreases in time deposits of $47.5 million and money market deposits of $36.5 million during the first

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quarter of 2025. The Bank has experienced some reductions in higher yielding promotional balances, but has been successful in retaining or replacing those deposits through demand deposit accounts.

Borrowings

In addition to deposits, the Company uses borrowing sources to meet liquidity needs and for temporary funding. Sources of short-term borrowings include the FHLB of Pittsburgh, federal funds purchased and the FRB discount window. Short-term borrowings also may include securities sold under agreements to repurchase with deposit clients, in which a client sweeps a portion of a deposit balance into a repurchase agreement, which is a secured borrowing with a pool of securities pledged against the balance.

The Company also utilizes long-term debt, consisting principally of FHLB fixed and amortizing advances, to fund its balance sheet with original maturities greater than one year. Prior to entering into long-term borrowings, the Company evaluates its funding needs, interest rate movements, the cost of options and the availability of attractive structures.

FHLB advances decreased by $15.0 million to $100.0 million at March 31, 2025 compared to $115.0 million at December 31, 2024 due to the maturity of a $15.0 million FHLB advance during the first quarter of 2025.

In December 2018, the Company issued unsecured subordinated notes payable totaling $32.5 million, which mature on December 30, 2028, and the proceeds of which were designated for general corporate use, including funding of cash consideration for mergers and acquisitions. The subordinated notes had a fixed interest rate of 6.0% through December 30, 2023, which then converted to a variable rate, three-month CME term SOFR rate plus 3.16%, through maturity. At March 31, 2025, the contractual interest rate on the subordinated debt was 7.75%.

The Company assumed unsecured subordinated notes of $31.0 million from the Merger. The subordinated notes have a fixed rate of interest equal to 4.50% until December 30, 2025. After that term, the variable rate of interest is equal to the three-month CME term SOFR rate plus 4.04%.

The Company also assumed junior subordinated trust preferred debt of $10.3 million from the Merger. In June 2006, Codorus Valley formed CVB Statutory Trust No. II, a wholly-owned special purpose entity whose sole purpose was to facilitate a pooled trust preferred debt issuance of $7.2 million with a stated maturity of July 7, 2036 and a variable rate of three-month CME term SOFR rate, plus a spread adjustment of 0.26161% and a margin of 1.54% through maturity. In November 2004, Codorus Valley formed CVB Statutory Trust No. I to facilitate a pooled trust preferred debt issuance of $3.1 million with a stated maturity of December 15, 2034 and a variable rate of three-month CME term SOFR rate, plus a spread adjustment of 0.26161% and a margin of 2.02% through maturity.

Shareholders' Equity, Capital Adequacy and Regulatory Matters

Capital management in a regulated financial services industry must properly balance return on equity to its shareholders while maintaining sufficient levels of capital and related risk-based regulatory capital ratios to satisfy statutory regulatory requirements. The Company’s capital management strategies have been developed to provide attractive rates of returns to its shareholders, while remaining “well-capitalized” under applicable banking regulations.

Shareholders’ equity totaled $532.9 million at March 31, 2025, an increase of $16.3 million from $516.7 million at December 31, 2024. The increase was primarily attributable to net income of $18.1 million, other comprehensive income of $2.3 million and the issuance of treasury shares for share-based compensation which increased shareholders' equity by $1.0 million, partially offset by dividends paid of $5.0 million for the three months ended March 31, 2025. Other comprehensive income included an after-tax increase of $3.0 million from net unrealized gains on investment securities, partially offset by $708 thousand in net unrealized losses from cash flow hedges. For the three months ended March 31, 2025, total comprehensive income totaled $20.3 million, an increase of $12.0 million, from total comprehensive income of $8.3 million for the same period in 2024 due primarily to an increase in net income of $9.5 million and an increase in after-tax net unrealized gains on investment securities of $4.3 million, partially offset by an increase in after-tax net unrealized losses on interest rate swaps designated as cash flow hedges of $1.8 million between the comparative periods. The increase in net unrealized gains on investment securities was primarily caused by a decline in treasury rates.

At March 31, 2025, book value per common share was $27.32 compared to $26.65 at December 31, 2024. Tangible book value per share increased from $21.19 at December 31, 2024 to $21.99 at March 31, 2025, primarily as a result of the increase in shareholders' equity from net income. See “Supplemental Reporting of Non-GAAP Measures.”

The Company routinely evaluates its capital levels in light of its risk profile to assess its capital needs. The Company and the Bank are subject to various regulatory capital requirements administered by federal and state banking agencies. At March 31, 2025 and December 31, 2024, the Bank was considered well-capitalized under applicable banking regulations. Under

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capital adequacy guidelines and the regulatory framework for prompt corrective action, the Bank must meet specific guidelines that involve quantitative measures of assets, liabilities and certain off-balance sheet items as calculated under regulatory accounting practices. Prompt corrective action provisions are not applicable to bank holding companies, including financial holding companies.

Note 10, Shareholders' Equity and Regulatory Capital, to the Notes to Unaudited Condensed Consolidated Financial Statements under Part I, Item 1, "Financial Information," includes a table presenting capital amounts and ratios for the Company and the Bank at March 31, 2025 and December 31, 2024.

In addition to the minimum capital ratio requirement and minimum capital ratio to be well-capitalized presented in the referenced table in Note 10, the Bank must maintain a capital conservation buffer as more fully described in the Company's Annual Report on Form 10-K for the year ended December 31, 2024, Item 1 - Business, under the topic Basel III Capital Rules. At March 31, 2025, the Parent Company's and the Bank's capital conservation buffer, based on the most restrictive Total Capital to risk weighted assets capital ratio, was 4.8% and 5.0%, which is greater than the 2.5% requirement.

Liquidity

The primary function of asset/liability management is to ensure adequate liquidity and manage the Company’s sensitivity to changing interest rates. Liquidity management involves the ability to meet the cash flow requirements of clients who may be either depositors wanting to withdraw funds or borrowers needing assurance that sufficient funds will be available to meet their credit needs. The Company's primary sources of funds consist of deposit inflows, loan repayments, borrowings from the FHLB of Pittsburgh and maturities and prepayments of investment securities. While maturities and scheduled amortization of loans and investment securities are predictable sources of funds, deposit flows and mortgage prepayments are greatly influenced by general interest rates, economic conditions and competition.

The Company regularly adjusts its investments in liquid assets based upon its assessment of expected loan demand, expected deposit flows, yields available on interest-earning deposits and investment securities and the objectives of its asset/liability management policy. The Company's most liquid assets are cash and cash equivalents.

At March 31, 2025, cash and cash equivalents totaled $287.1 million compared to $248.9 million at December 31, 2024, which reflects the decrease in loans of $55.2 million, net income of $18.1 million and the increase in deposits of $10.6 million, partially offset by the increase in investment securities of $25.7 million and the decrease in borrowings of $15.0 million for the three months ended March 31, 2025. Unencumbered investment securities totaled $151.2 million at March 31, 2025 compared to $160.3 million at December 31, 2024. At March 31, 2025, the Company had $16.1 million of investment securities pledged at the FRB Discount Window, with no associated borrowings outstanding, compared to $15.9 million at December 31, 2024. The Company's maximum borrowing capacity from the FHLB of Pittsburgh was $1.9 billion at both March 31, 2025 and December 31, 2024, of which $101.2 million and $118.2 million in advances and letters of credit were outstanding at these same periods, respectively. The decrease in FHLB advances was due to a maturity of $15.0 million. The Company’s ability to borrow from the FHLB is dependent on having sufficient qualifying collateral, which generally consists of loans primarily secured by real estate. In addition, the Company had $20.0 million in available unsecured lines of credit with other banks at March 31, 2025 and December 31, 2024. The Bank regularly tests its various sources of funding to ensure accessibility.

Supplemental Reporting of Non-GAAP Measures

Management believes providing certain “non-GAAP” financial information will assist investors in their understanding of the effect on recent financial results from non-recurring charges.

As a result of prior acquisitions, the Company had intangible assets consisting of goodwill and core deposit and other intangible assets totaling $113.3 million and $115.9 million at March 31, 2025 and December 31, 2024, respectively. During the three months ended March 31, 2025 and 2024, the Company incurred merger-related expenses of $1.6 million and $672 thousand, respectively, in connection with the Merger with Codorus Valley.

Tangible book value per common share and the impact of the merger-related expenses on net income and associated ratios, as used by the Company in this supplemental reporting presentation, are determined by methods other than in accordance with GAAP. While the Company's management believes this information is a useful supplement to the GAAP-based measures reported in Item 2, Management's Discussion and Analysis of Financial Condition and Results of Operations, readers are cautioned that this non-GAAP disclosure has limitations as an analytical tool, should not be viewed as a substitute for financial measures determined in accordance with GAAP, and should not be considered in isolation or as a substitute for analysis of our results and financial condition as reported under GAAP, nor are such measures necessarily comparable to non-GAAP performance measures that may be presented by other companies. This supplemental presentation should not be construed as an inference that our future results will be unaffected by similar adjustments to be determined in accordance with GAAP.

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The increase in tangible book value per share (non-GAAP) from December 31, 2024 to March 31, 2025 is primarily due to net income of $18.1 million and other comprehensive income, net of taxes, of $2.3 million partially offset by dividends paid of $5.0 million. Other comprehensive income increased due to net unrealized gains on AFS securities partially offset by net unrealized losses on interest rate swaps designated as hedging instruments.

The following table presents the computation of each non-GAAP based measure shown together with its most directly comparable GAAP-based measure.

						March 31, 2025						December 31, 2024
Tangible Book Value per Common Share
Shareholders' equity (most directly comparable GAAP-based measure)						$	532,936					$	516,682
Less: Goodwill						68,106						68,106
Other intangible assets						45,230						47,765
Related tax effect						(9,498)						(10,031)
Tangible common equity (non-GAAP)						$	429,098					$	410,842
Common shares outstanding						19,510						19,390
Book value per share (most directly comparable GAAP based measure)						$	27.32					$	26.65
Intangible assets per share						5.33						5.46
Tangible book value per share (non-GAAP)						$	21.99					$	21.19

Adjusted Net Income and Adjusted Diluted (Earnings Per Share)
									Three Months Ended
																					March 31 2025												March 31 2024
Net income (most directly comparable GAAP-based measure)																					$	18,051											$	8,531
Plus: Merger-related expenses																					1,649												672
Less: Related tax effect																					(368)												(1)
Adjusted net income (non-GAAP)																					$	19,332											$	9,202
Weighted average shares - diluted (most directly comparable GAAP-based measure)																					19,328												10,482
Diluted earnings per share (most directly comparable GAAP-based measure)																					$	0.93											$	0.81
Weighted average shares - diluted (non-GAAP)																					19,328												10,482
Diluted earnings per share, adjusted (non-GAAP)																					$	1.00											$	0.88

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Market risk comprises exposure to interest rate risk, foreign currency exchange rate risk, commodity price risk and other relevant market rate or price risks. In the banking industry, a major risk exposure is changing interest rates. The primary objective of monitoring our interest rate sensitivity, or risk, is to provide management the tools necessary to manage the balance sheet to minimize adverse changes in net interest income as a result of changes in the direction and level of interest rates. FRB monetary control efforts, the effects of deregulation, economic uncertainty and legislative changes have been significant factors affecting the task of managing interest rate sensitivity positions in recent years.

Interest Rate Risk

Interest rate risk is the exposure to fluctuations in the Bank’s future earnings (earnings at risk) and value (value at risk) resulting from changes in interest rates. This exposure results from differences between the amounts of interest-earning assets and interest-bearing liabilities that reprice within a specified time period as a result of scheduled maturities, scheduled and unscheduled repayments, the propensity of borrowers and depositors to react to changes in their economic interests and loan contractual interest rate changes.

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We attempt to manage the level of repricing and maturity mismatch through our asset/liability management process so that fluctuations in net interest income are maintained within policy limits across a range of market conditions, while satisfying liquidity and capital requirements. Management recognizes that a certain amount of interest rate risk is inherent, appropriate and necessary to ensure the Bank’s profitability. Thus, the goal of interest rate risk management is to evaluate the amount of reward for taking risk and adjusting both the size and composition of the balance sheet relative to the level of reward available for taking risk.

Management endeavors to control the exposure to changes in interest rates by understanding, reviewing and making decisions based on its risk position. The Bank primarily uses its investment securities portfolio, FHLB advances, interest rate swaps and brokered deposits to manage its interest rate risk position. Additionally, pricing, promotion and product development activities are directed in an effort to emphasize the loan and deposit term or repricing characteristics that best meet current interest rate risk objectives.

We use simulation analysis to assess earnings at risk and net present value analysis to assess value at risk. These methods allow management to regularly monitor both the direction and magnitude of our interest rate risk exposure. These analyses require numerous assumptions including, but not limited to, changes in balance sheet mix, prepayment rates on loans and investment securities, cash flows and repricing of all financial instruments, changes in volumes and pricing, future shapes of the yield curve, relationship of market interest rates to each other (basis risk), credit spread and deposit sensitivity. Assumptions are based on management’s best estimates but may not accurately reflect actual results under certain changes in interest rates due to the timing, magnitude and frequency of rate changes and changes in market conditions and management strategies, among other factors. However, the analyses are useful in quantifying risk and providing a relative gauge of our interest rate risk position over time.

Our Asset/Liability Committee operates under management policies, approved by the Board of Directors, which define guidelines and limits on the level of risk. The committee meets regularly and reviews our interest rate risk position and monitors various liquidity ratios to ensure a satisfactory liquidity position. By utilizing our analyses, we can determine changes that may need to be made to the asset and liability mixes to mitigate the change in net interest income under various interest rate scenarios. Management continually evaluates the condition of the economy, the pattern of market interest rates and other economic data to inform the committee on the selection of investment securities. Regulatory authorities also monitor our interest rate risk position along with other liquidity ratios.

Net Interest Income Sensitivity

Simulation analysis evaluates the effect of upward and downward changes in market interest rates on future net interest income. The analysis involves changing the interest rates used in determining net interest income over the next twelve months. The resulting percentage change in net interest income in various rate scenarios is an indication of our short-term interest rate risk. The analysis assumes recent pricing trends in new loan and deposit volumes will continue while balances remain constant. Additional assumptions are applied to modify pricing under the various rate scenarios.

The simulation analysis results are presented in the table below. At March 31, 2025, the Bank is asset sensitive according to the model as the results of the modeling move in the same direction as rates. The results reflect the merged balance sheet and adjustments to assumptions based on its composition. Funding costs are not expected to decline as fast as historically suggested or modeled to correspond with the continued general market pressures related to deposits and borrowings. Should those costs come down faster than modeled, increased asset sensitivity would be expected.

Economic Value

Net present value analysis provides information on the risk inherent in the balance sheet that might not be considered in the simulation analysis due to the short time horizon used in that analysis. The net present value of the balance sheet incorporates the discounted present value of expected asset cash flows minus the discounted present value of expected liability cash flows. The analysis involves changing the interest rates used in determining the expected cash flows and in discounting the cash flows. The resulting percentage change in net present value in various rate scenarios is an indication of the longer term repricing risk and options embedded in the balance sheet.

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The results at March 31, 2025 and December 31, 2024 reflect the impact of the FOMC's interest rate changes in effect at the end of each period. Funding cost, the level of interest rates, infrastructure cost and repricing speed will continue to be a factor in the results of the model. The behavior of the business and retail clients also varies across the rate scenarios, which is reflected in the results for both periods. Enhancements were implemented in 2024 to provide a more granular analysis, which reflects that business and retail accounts experience, different rate sensitivities and average lives. To improve comparability across periods, the Bank strives to follow best practices related to the assumption setting and maintains the size and mix of the period end balance sheet; thus, the results do not reflect actions management may take through the normal course of business that would impact results.

Net Interest Income																		Economic Value
						% Change in Net Interest Income																		% Change in Market Value
Change in Market Interest Rates (basis points)						March 31, 2025						December 31, 2024						Change in Market Interest Rates (basis points)						March 31, 2025						December 31, 2024
(200)						(3.2)		%				(2.5)		%				(200)						(14.5)		%				(7.9)		%
(100)						(0.7)		%				(0.5)		%				(100)						(5.0)		%				(2.1)		%
100						2.4		%				2.5		%				100						2.7		%				0.4		%
200						4.2		%				4.3		%				200						3.4		%				(0.7)		%

Item 4. Controls and Procedures

Based on the evaluation required by Exchange Act Rules 13a-15(b) and 15d-15(b), the Company's management, including the Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of its disclosure controls and procedures, as defined in Exchange Act Rules 13a-15(e) and 15d-15(e), at March 31, 2025. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures were effective at March 31, 2025. 

There were no significant changes made to the Company’s internal control over financial reporting that occurred during the period covered by this report that have materially affected, or that are reasonably likely to affect, our internal control over financial reporting during the three months ended March 31, 2025.

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PART II – OTHER INFORMATION

Item 1 – Legal Proceedings

Information regarding legal proceedings is included in Note 15, Contingencies, to the unaudited Condensed Consolidated Financial Statements under Part I, Item 1, "Financial Statements" and incorporated herein by reference.

Item 1A – Risk Factors

There have been no material changes from the risk factors as disclosed in our Annual Report on Form 10-K for the year ended December 31, 2024.

Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds

			(a)						(b)						(c)						(d)
Period			Total number of shares (or units) purchased						Average price paid per share (or unit)						Total number of shares (or units) purchased as part of publicly announced plans or programs						Maximum number (or approximate dollar value) of shares (or units) that may yet be purchased under the plans or programs
January 1, 2025 to January 31, 2025			—						$	—					—						28,467
February 1, 2025 to February 28, 2025			—						—						—						28,467
March 1, 2025 to March 31, 2025			—						—						—						28,467
Total			—						$	—					—

In September 2015, the Board of Directors of the Company authorized a share repurchase program pursuant to which the Company may repurchase up to 416,000 shares of the Company's outstanding shares of common stock, in accordance with all applicable securities laws and regulations, including Rule 10b-18 of the Exchange Act, as amended. On April 19, 2021, the Board of Directors authorized the additional future repurchase of up to 562,000 shares of its outstanding common stock for a total of 978,000 shares. When and if appropriate, repurchases may be made in open market or privately negotiated transactions, depending on market conditions, regulatory requirements and other corporate considerations, as determined by management. Share repurchases may not occur and may be discontinued at any time. For the three months ended March 31, 2025, the Company repurchased zero shares of its common stock. At March 31, 2025, 949,533 shares had been repurchased under the program at a total cost of $21.2 million, or $22.36 per share. Common stock available for future repurchase totals approximately 28,467 shares, or 0.1% of the Company's outstanding common stock at March 31, 2025.

Item 3 – Defaults Upon Senior Securities

Not applicable.

Item 4 – Mine Safety Disclosures

Not applicable.

Item 5 – Other Information

During the three months ended March 31, 2025, none of the Company's directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of the Company's common stock that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any "non-Rule 10b5-1 trading arrangement" as such term is defined in Item 408(c) of Regulation S-K.

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Item 6 – Exhibits

2.2						Agreement and Plan of Merger by and between Orrstown Financial Services, Inc. and Codorus Valley Bancorp, Inc. incorporated by reference to Exhibit 2.1 to the Registrant's Form 8-K dated and filed December 12, 2023.
3.1						Articles of Incorporation as amended, incorporated by reference to Exhibit 3.1 of the Registrant’s Report on Form 8-K filed on January 29, 2010.
3.2						By-laws as amended, incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed July 1, 2024.
4.1						Specimen Common Stock Certificate, incorporated by reference to the Registrant’s Registration Statement on Form S-3 filed February 8, 2010 (File No. 333-164780).
31.1						Rule 13a – 14(a)/15d-14(a) Certification (Principal Executive Officer)
31.2						Rule 13a – 14(a)/15d-14(a) Certifications (Principal Financial Officer)
32.1						Section 1350 Certifications (Principal Executive Officer)
32.2						Section 1350 Certifications (Principal Financial Officer)
101.LAB						XBRL Taxonomy Extension Label Linkbase
101.PRE						XBRL Taxonomy Extension Presentation Linkbase
101.INS						XBRL Instance Document
101.SCH						XBRL Taxonomy Extension Schema
101.CAL						XBRL Taxonomy Extension Calculation Linkbase
101.DEF						XBRL Taxonomy Extension Definition Linkbase
104						Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

All other exhibits for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission are not required under the related instructions or are inapplicable and therefore have been omitted.

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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 thereunto duly authorized.

 

			/s/ Thomas R. Quinn, Jr.
			Thomas R. Quinn, Jr.
			President and Chief Executive Officer
			(Principal Executive Officer)
			/s/ Neelesh Kalani
			Neelesh Kalani
			Executive Vice President and Chief Financial Officer
			(Principal Financial Officer)
			Date: May 9, 2025

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