ORRSTOWN FINANCIAL SERVICES INC 8-K

What Happened

• Orrstown Financial Services, Inc. (ORRF) announced it will redeem its outstanding $31,000,000 of 4.5% Fixed-to-Floating Rate Subordinated Notes due 2030 on June 30, 2026, at 100% of principal plus accrued interest. The Notes were assumed in Orrstown’s July 1, 2024 merger with Codorus Valley Bancorp. Notice of redemption has been mailed to noteholders by U.S. Bank. Separately, on May 21, 2026 the company received notice that a third‑party vendor experienced a cybersecurity incident that exposed sensitive personal information of certain customers; Orrstown says its own systems were not accessed.

Key Details

• Redemption amount: $31,000,000 of subordinated notes due 2030.
• Redemption date & price: June 30, 2026, at 100% of principal plus accrued and unpaid interest.
• Interest rate: The Notes carried a 7.72% effective rate as of March 31, 2026.
• Cyber incident: Vendor notified Orrstown on May 21, 2026; impacted customers will be notified and offered credit monitoring; vendor reports no current indication of misuse and Orrstown reports its systems were not compromised.

Why It Matters

• The redemption will retire $31M of subordinated debt and require a cash payment at par plus accrued interest on June 30, 2026, which is a discrete cash outflow and changes the company’s debt profile. The cybersecurity incident stems from a vendor breach (not Orrstown’s systems); Orrstown currently does not expect a material operational or financial impact, but the filing notes possible legal, reputational or regulatory risks and says investors should monitor future disclosures.