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SHAREHOLDERS' EQUITY AND REGULATORY CAPITAL
6 Months Ended
Jun. 30, 2026
Equity [Abstract]  
SHAREHOLDERS’ EQUITY AND REGULATORY CAPITAL 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 were subject at June 30, 2026 and December 31, 2025. 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 June 30, 2026, 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.
The following table presents capital amounts and ratios at June 30, 2026 and December 31, 2025:
ActualFor Capital Adequacy Purposes
(includes applicable capital conservation buffer)
To Be Well
Capitalized Under
Prompt Corrective Action Provisions
AmountRatioAmountRatioAmountRatio
June 30, 2026
Total risk-based capital:
Orrstown Financial Services, Inc.$596,650 13.2 %$473,344 10.5 %n/an/a
Orrstown Bank591,906 13.1 %473,287 10.5 %$450,750 10.0 %
Tier 1 risk-based capital:
Orrstown Financial Services, Inc.550,618 12.2 %383,183 8.5 %n/an/a
Orrstown Bank545,874 12.1 %383,137 8.5 %360,600 8.0 %
Tier 1 common equity risk-based capital:
Orrstown Financial Services, Inc.542,569 12.0 %315,563 7.0 %n/an/a
Orrstown Bank545,874 12.1 %315,525 7.0 %292,987 6.5 %
Tier 1 leverage capital:
Orrstown Financial Services, Inc.550,618 10.1 %218,874 4.0 %n/an/a
Orrstown Bank545,874 10.0 %219,016 4.0 %273,770 5.0 %
December 31, 2025
Total risk-based capital:
Orrstown Financial Services, Inc.$587,354 13.3 %$463,702 10.5 %n/an/a
Orrstown Bank588,026 13.3 %463,671 10.5 %$441,592 10.0 %
Tier 1 risk-based capital:
Orrstown Financial Services, Inc.514,572 11.7 %375,378 8.5 %n/an/a
Orrstown Bank538,598 12.2 %375,353 8.5 %353,273 8.0 %
Tier 1 common equity risk-based capital:
Orrstown Financial Services, Inc.506,643 11.5 %309,135 7.0 %n/an/a
Orrstown Bank538,598 12.2 %309,114 7.0 %287,035 6.5 %
Tier 1 leverage capital:
Orrstown Financial Services, Inc.514,572 9.5 %217,008 4.0 %n/an/a
Orrstown Bank538,598 9.9 %217,148 4.0 %271,435 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 June 30, 2026, approximately 665,000 shares were available to be issued under the plan.
On June 20, 2025, the Board of Directors of the Company authorized a share repurchase program pursuant to which the Company could repurchase up to 500,000 shares of its outstanding common stock in accordance with all applicable securities laws and regulations, including Rule 10b-18 of the Exchange Act, as amended. 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 and six months ended June 30, 2026, the Company repurchased zero and 12,600 shares of its common stock, respectively. Common stock available for future repurchase totals 479,070 shares, or 2.4% of the Company's outstanding common stock at June 30, 2026.
On July 21, 2026, the Board of Directors declared a cash dividend of $0.30 per common share, which will be paid on August 11, 2026 to shareholders of record at August 4, 2026.