---
schema_version: "secwatch.filing_event.v1"
accession: "0001193125-22-279772"
form_type: "8-K"
ticker: "ORRF"
cik: "0000826154"
company_name: "ORRSTOWN FINANCIAL SERVICES INC"
filed_at: "2022-11-08T23:59:59+00:00"
generated_at: "2026-06-22T04:48:34.693651+00:00"
event_type: "litigation"
sentiment: "negative"
materiality_score: 0.8
calibrated_materiality_score: 0.8
confidence: "high"
source: SEC EDGAR
---

# Orrstown settles shareholder class action for $15M; records $13M charge, posts Q3 net loss

## Summary
- Agreed to settle class action lawsuit; company contributes $13M of the $15M total payment; mutual release and dismissal with prejudice.
- Q3 2022 net loss of $4.8M ($0.47 diluted loss) vs prior reported net income; adjusted net income $7.9M ($0.75 diluted) ex settlement and restructuring.
- Nine-month 2022 net income revised to $12.4M ($1.16 diluted); adjusted to $25.2M ($2.34 diluted) excluding $13M settlement and $3.2M restructuring.
- Tangible book value per share fell to $18.34 at Sept 30, 2022 from $20.23 at June 30, 2022 due to settlement charge and AOCI decline.
- Shareholders' equity decreased $20.1M to $217.4M; risk-based capital ratio 12.7% and Tier 1 leverage 8.4% remain well above regulatory minimums.

## SEC filing metadata
- accession: 0001193125-22-279772
- form_type: 8-K
- ticker: ORRF
- cik: 0000826154
- company_name: ORRSTOWN FINANCIAL SERVICES INC
- filed_at: 2022-11-08T23:59:59+00:00
- event_type: litigation
- sentiment: negative
- materiality_score: 0.8
- calibrated_materiality_score: 0.8
- confidence: high
- sec_items: 1.01, 2.02, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/826154/000119312522279772/0001193125-22-279772-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/826154/000119312522279772/d410852d8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-22-279772
- JSON: https://secwatch.observer/filing/0001193125-22-279772.json
- Plain text: https://secwatch.observer/filing/0001193125-22-279772.txt

## Key facts
- Earnings Releases
  ORRSTOWN FINANCIAL SERVICES INC reported nine months ended September 30, 2022 results: net income $12.4 million, EPS $1.16.
  - Period: nine months ended September 30, 2022
  - Net income: $12.4 million
  - EPS: $1.16
  - Result: reported results
  source text: For the nine months ended September 30, 2022, net income, diluted earnings per share, return on average assets and return on average equity totaled $12.4 million, $1.16, 0.59% and 6.58%, respectively.
  evidence_url: https://www.sec.gov/Archives/edgar/data/826154/000119312522279772/0001193125-22-279772-index.htm
- Earnings Releases
  ORRSTOWN FINANCIAL SERVICES INC reported three months ended September 30, 2022 results: net income $4.8 million, EPS $0.47.
  - Period: three months ended September 30, 2022
  - Net income: $4.8 million
  - EPS: $0.47
  - Result: reported results
  source text: For the three months ended September 30, 2022, net loss, diluted loss per share, return on average assets and return on average equity totaled $4.8 million, $0.47, (0.68%) and (7.92%), respectively.
  evidence_url: https://www.sec.gov/Archives/edgar/data/826154/000119312522279772/0001193125-22-279772-index.htm
- Material Agreements
  ORRSTOWN FINANCIAL SERVICES INC entered into Memorandum of Understanding with Southeastern Pennsylvania Transportation Authority and certain other plaintiffs valued at $15.0 million (effective 2022-11-07).
  - Action: entry
  - Agreement: settlement
  - Counterparty: Southeastern Pennsylvania Transportation Authority and certain other plaintiffs
  - Value: $15.0 million
  - Effective: 2022-11-07
  source text: On November 7, 2022, Orrstown Financial Services, Inc. (the “Company”) entered into a Memorandum of Understanding (the “MOU”) to settle and resolve the previously disclosed shareholder class action lawsuit
  evidence_url: https://www.sec.gov/Archives/edgar/data/826154/000119312522279772/0001193125-22-279772-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.