As filed with the Securities and Exchange Commission on December 18, 2015November 4, 2022

Registration No. 333-__________

333-________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM S-3

REGISTRATION STATEMENT UNDER THE
Registration Statement under the Securities Act ofSECURITIES ACT OF 1933

ORRSTOWN FINANCIAL SERVICES, INC.
(Exact nameName of registrantRegistrant as specifiedSpecified in its charter)Its Charter)
Pennsylvania23-2530374
(State or other jurisdictionOther Jurisdiction of incorporationIncorporation or organization)Organization)
(I.R.S.IRS Employer
Identification Number)

77 East King Street, PO Box 250
Shippensburg, Pennsylvania 17257
(717) 532-6114
(Address, including zip code,Including Zip Code, and telephone number, including area code,Telephone Number, Including Area Code, of registrant’s principal executive offices)Registrant’s Principal Executive Offices)
Thomas R. Quinn, Jr.
President and Chief Executive Officer
Orrstown Financial Services, Inc.
77 East King Street, PO Box 250
Shippensburg, Pennsylvania 17257
(717) 532-6114530-2602
(Name, address, including zip code,Address, Including Zip Code, and telephone number, including area code,Telephone Number, Including Area Code, of agent for service)Agent For Service)
CopiesWith copies to:
John J. Spidi, Esq.
Joan S. Guilfoyle, Esq.
Jones Walker LLP
Kenneth J. Rollins, EsquireMatthew Dyckman, Esquire
Pillar Aught LLCExecutive Vice President, General Counsel
4201 E. Park CircleOrrstown Financial Services, Inc.
Harrisburg, PA 1711177 East King Street, PO Box 250
(717) 308-9910Shippensburg, Pennsylvania 17257
(717) 510-7262
1227 25th Street, N.W., Suite 200 West
Washington, D.C. 20037
(202) 434-4660
Approximate date of commencement of proposed sale to the public:From time to time after the effective date of this Registration Statement.registration statement.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.o
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.
x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.o
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.o
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.o
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”filer,” “smaller reporting company” and “smaller reporting“emerging growth company” in Rule 12b-2 of the Exchange Act.
(Check one):
Large accelerated filer
o

Accelerated filer
x
Non-accelerated filer (Do not check if a smaller reporting company)
o

Smaller reporting company

o

Emerging growth company





CALCULATION OF REGISTRATION FEE

Title of each class of
Securities to be registered
Amount to
be registered(1)
Proposed maximum
offering price per
unit(1)(2)
Proposed maximum
aggregate offering price(1)
Amount of
Registration Fee
Common Stock, par value no par value per share(3)$ $$
Debt Securities of Orrstown Financial Services, Inc. (4)    
Preferred Stock  par value $1.25 per share(3)    
Warrants of Orrstown Financial Services, Inc. (5)    
Units of Orrstown Financial Services, Inc.    
TOTAL$100,000,000 $100,000,000$10,070

(1)Pursuant to General Instruction II(D) of Form S-3, such indeterminate number of principal amount of Debt Securities (including Senior Debt Securities and Subordinated Debt Securities), Common Stock, Preferred Stock, Warrants and Units of Orrstown Financial Services, Inc. (the “Company”) as shall haveIf an aggregate initial offering priceemerging growth company, indicate by check mark if the registrant has elected not to exceed $100,000,000 exclusive of accrued interest and dividends, if any. Any securities registered hereby may be sold separatelyuse the extended transition period for complying with any new or together with other securities registered hereunder. There are also being registered hereunder an indeterminate number of shares of Common, Stock, Preferred Stock and Warrants and an indeterminate principal amount of Debt Securitiesrevised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Company as shall be issuable upon the conversion or exchange of convertible or exchangeable Debt Securities or of shares of convertible or exchangeable Preferred Stock registered hereunder or as shall be issuable pursuant to anti-dilution provisions. No separate consideration will be received for such Common Stock, Preferred Stock, Depositary Shares, Warrants or Debt Securities.Act.

(2)The proposed maximum offering price per unit will be determined from time to time in connection with the issuance of the securities registered hereunder. The maximum aggregate offering price will be such amount in U.S. dollars or the equivalent thereof in foreign currencies as shall result in a maximum aggregate offering price for all securities of $100,000,000, estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended (the “Securities Act”) and exclusive of accrued interest and dividends, if any.
(3)Shares of Common Stock or Preferred Stock may be issued in primary offerings, upon conversion of debt securities or Preferred Stock registered hereby or upon the exercise of warrants to purchase Common Stock or Preferred Stock.
(4)
Debt Securities may be offered hereunder in one or more series of senior debt securities or subordinated debt securities.
(5)There is being registered hereunder an indeterminate principal amount of Warrants representing rights to receive an amount of cash or number of securities that will be determined and as may be sold, from time to time. Includes Warrants which may be purchased by underwriters to cover over-allotments, if any.


The Registrant hereby amends this Registration Statementregistration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statementregistration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statementregistration statement shall become effective on such date as the Commission acting pursuant to said Section 8(a), may determine.




The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities, and it is not soliciting an offer to buy these securities in any state or jurisdiction where the offer or sale is not permitted.

PROSPECTUS
Subject to Completion, dated December 18, 2015Dated November 4, 2022
PROSPECTUS
ORRSTOWN FINANCIAL SERVICES, INC.
$100,000,000
Orrstown Financial Services, Inc.150,000,000
Common Stock
Preferred Stock
WarrantsDepositary Shares
Debt Securities
UnitsWarrants

Units
We may offer and sell from time to time, together or separately, in one or more offerings, any combination of the securities listed above, in one or more offerings, up to a total dollar amount of $100,000,000 (or the equivalent in foreign currency or currency units). Weabove. The securities we may offer these securities separately or together, in separate series or classes and in amounts, at prices and on terms described in one or more prospectus supplements. The debt securities, preferred stock and warrants may be convertible or exercisableinto or exchangeable for debt or equity securitiesother securities. The maximum aggregate initial public offering price of the Company orsecurities offered through this prospectus is $150,000,000.
This prospectus provides a general description of one or more entities.
these securities. We will provide the specific terms of the securities offered in supplements to this prospectus.This prospectus may not be used to sell securities unless accompanied by a prospectus supplement. The prospectus supplement and any related free writing prospectus may also add, update or change information contained in this prospectus. Please read this prospectus, the applicable prospectus supplement and any related free writing prospectus, as well as any documents incorporated by reference in this prospectus or any prospectus supplement, carefully before you invest in any of our securities.
Our common stock is quoted on the NASDAQNasdaq Capital Market, under the symbol “ORRF.” On December 17, 2015, November 2, 2022, the last quoted saleclosing price of our common stock was $17.52$25.60 per share. None of the other securities that we may offer are currently traded on any securities exchange. You are urged to obtain current market quotations of theour common stock. The applicable prospectus supplement will contain information, where applicable, as to any listing on
We may offer and sell the NASDAQ Capital Market or any securities market or other exchange of the securities covered by the applicable prospectus supplement.
The securities may be offered and sold on a continuous or delayed basis, through agents, dealers or underwriters, or directly to purchasers. The prospectus supplement for each offering of securities will describe in detail the plan of distribution for that offering. If agents or any dealers or underwriters are involved in the sale of the securities, the applicable prospectus supplement will set forth the names of the agents, dealers or underwriters and any applicable commissions or discounts. Net proceeds from the sale of securities will be set forth in the applicable prospectus supplement. For general information about the distribution of securities offered, please see “Plan of Distribution” in this prospectus.



Investing in our securities involves risks. You should carefully consider the Risk Factorsrisk factors referred to on page 43 of this prospectus and set forth in the applicable prospectus supplement and in the documents incorporated or deemed incorporated by reference hereininto this prospectus and in the applicable prospectus supplement or free writing prospectus before making any decision to invest in our securities.
These securities are not savings accounts, deposits or other obligations of any bank and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.
Neither the Securities and Exchange Commission nor any state securities commission nor any otheror regulatory body has approved or disapproved of these securities or passed upon the adequacydetermined if this prospectus is truthful or accuracy of this prospectus.complete. Any representation to the contrary is a criminal offense.
The securities are not savings accounts, deposits or obligations of any bank and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency.
The date of this prospectusProspectus is __________, 2016[●], 2022




TABLE OF CONTENTS


PageTable of Contents
Page
ABOUT THIS PROSPECTUS1
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS1
THE COMPANY3
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSRISK FACTORS23
USE OF PROCEEDS3
SECURITIES WE MAY OFFER3
DESCRIPTION OF COMMON STOCK4
DESCRIPTION OF PREFERRED STOCK7
DESCRIPTION OF DEPOSITARY SHARES9
DESCRIPTION OF DEBT SECURITIES11
DESCRIPTION OF WARRANTS19
DESCRIPTION OF UNITS20
PLAN OF DISTRIBUTION21
LEGAL MATTERS23
EXPERTS23
WHERE YOU CAN FIND MORE INFORMATION2
23
INCORPORATION OF CERTAIN INFORMATIONDOCUMENTS BY REFERENCE3
ORRSTOWN FINANCIAL SERVICES, INC.4
RISK FACTORS4
USE OF PROCEEDS5
RATIO OF EARNINGS TO FIXED CHARGES5
SECURITIES WE MAY OFFER5
DESCRIPTION OF CAPITAL STOCK7
DESCRIPTION OF WARRANTS10
DESCRIPTION OF DEBT SECURITIES11
DESCRIPTION OF UNITS14
PLAN OF DISTRIBUTION14
LEGAL MATTERS16
EXPERTS1624


No dealer, salesperson or other person has been authorized to give any information or to make any representations in connection with the offer made by this prospectus or any prospectus supplement or any free writing prospectus other than those contained in, or incorporated by reference in, this prospectus or any prospectus supplement or related free writing prospectus, and if given or made, such information or representations must not be relied upon as having been authorized by us or any agent, underwriter or dealer. This prospectus, any prospectus supplement or any free writing prospectus does not constitute an offer to sell or a solicitation of any offer to buy any securities in any jurisdiction to any person to whom it is unlawful to make an offer or solicitation in such jurisdiction. The delivery of this prospectus, any prospectus supplement or any free writing prospectus or any sale of a security at any time does not imply that the information contained herein or therein is correct as of any time subsequent to their respective dates.




-i-





ABOUT THIS PROSPECTUS

Unless the context requires otherwise, in this prospectus, we use the terms “we,” “us,” “our,” “Orrstown” and the “Company” to refer to Orrstown Financial Services, Inc. and its subsidiaries (unless the context indicates another meaning), the terms “Bank” and “Orrstown Bank” mean Orrstown Bank and its subsidiaries (unless the context indicates another meaning).

This prospectus is part of a registration statement on Form S-3 that we filed with the Securities and Exchange Commission or SEC,(the “SEC”) using a “shelf” registration process. Under thethis shelf registration process, usingwe may sell any combination of the securities described in this prospectus together with a prospectus supplement, we may sell,as being offered, from time to time in one or more offerings, any number of the securities described in this prospectus in one or more offerings withup to a total aggregate principal amount or initial purchase pricedollar amount of $100,000,000. $150,000,000.
This prospectus provides you with a general description of the securities we may offer. Each time we sell securities, we will provide a prospectus supplement containingthat will contain specific information about all of the terms of that offering. We may also authorize one or more free writing prospectuses to be provided to you that may contain material information relating to that offering. The applicable prospectus supplement (and any related free writing prospectus that we may authorize to be provided to you) may also add, update or change information contained in this prospectus or in the documents that we have incorporated by reference. This prospectus does not contain all of the information set forth in the registration statement and the exhibits to the registration statement. You should read this prospectus and the applicable prospectus supplement and any related free writing prospectus together with additional information from the information incorporated by referencesources described in this prospectus before making an investment in our securities. See “Where You Can Find More Information” and “Incorporation of Certain InformationDocuments by Reference” for more information. If there is any inconsistency betweenin this prospectus. You should not assume that the information in this prospectus, and any prospectus supplement, you should rely on the information in the prospectus supplement.

Our SEC registration statement containing this prospectus, including exhibits, provides additional information about us and the securities offered under this prospectus andsupplements, any prospectus supplement. The registration statement can be read at the SEC’s web site or at the SEC’s offices. The SEC’s web site and street addresses are provided under the heading “Where You Can Find More Information.”

You should rely only on the information contained in or incorporated by reference in this prospectus and in any prospectus supplement or free writing prospectus that we may provide to you in connection with any offering of our securities described in this prospectus. We have not authorized anyone to provide you with different information. This document may be used only in jurisdictions where offers and sales of these securities are permitted. You should not assume that information contained in this prospectus, in any supplement to this prospectus, or in any document incorporated by reference is accurate as of any date other than the date of the applicable document.
You should rely only on the front page of the document that contains the information regardless of when this prospectus is delivered or when any sale of our securities occurs.

We may sell our securities to underwriters who will in turn sell the securities to the public on terms fixed at the time of sale. In addition, the securities may be sold by us directly or through dealers or agents which we may designate from time to time. If we, directly or through agents, solicit offers to purchase the securities, we reserve the sole right to accept and, together with our agents, to reject, in whole or in part, any of those offers.

A prospectus supplement will contain the names of the underwriters, dealers or agents, if any, together with the terms of offering, the compensation of those underwriters and the net proceeds to be received by Orrstown. Any underwriters, dealers or agents participating in the offering may be deemed “underwriters” within the meaning of the Securities Act of 1933, as amended (the “Securities Act”).

1


SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus and the documents incorporated by reference may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements often include the words “believes,” “expects,” “anticipates,” “estimates,” “forecasts,” “intends,” “plans,” “targets,” “potentially,” “probably,” “projects,” “outlook” or similar expressions or future or conditional verbs such as “may,” “will,” “should,” “would” and “could.” These forward-looking statements which are based on various assumptions (some of which are beyond the Company’s control) are subject to known and unknown risks, uncertainties and other factors that could cause the actual results to differ materially from the forward-looking statements, including:

the economic environment, particularly in the market areas in which we operate;
the volatility of the financial and securities markets, including changes with respect to the market value of financial assets; changes in market interest rates;
changes in government regulation affecting financial institutions, including the Dodd-Frank Wall Street Reform and Consumer Protection Act, referred to as the Dodd-Frank Act, and the rules being issued in accordance with this statute and potential expenses associated therewith; and
the costs associated with resolving any problem loans and other risks and uncertainties, discussed in documents filed by us with the SEC from time to time.
Some of these and other factors are discussed in this prospectus, and any accompanying prospectus supplement, under the caption “Risk Factors” and elsewhere in this prospectus and in the incorporated documents. The development of any or all of these factors could have an adverse impact on our financial position and our results of operations.
Any forward-looking statements are based upon management’s beliefs and assumptions at the time they are made. We undertake no obligation to publicly update or revise any forward-looking statements includedprovided or incorporated by reference in this prospectus, any free writing prospectus and any prospectus supplement, if applicable. We have not authorized anyone to provide you with different information.
References to “we,” “us,” “our,” “Orrstown” or the “Company” refer to updateOrrstown Financial Services, Inc. and its directly or indirectly owned subsidiaries, unless the reasons why actual results could differ from those contained in suchcontext otherwise requires. The term “you” refers to a prospective investor.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
Certain of the statements whether as a result of new information, future events or otherwise, unless otherwise required to do so by law or regulation. In light of these risks, uncertainties and assumptions, the forward-looking statements discussedmade in this prospectus, orincluding information incorporated herein by reference to other documents, are “forward-looking statements” within the incorporated documents might not occur,meaning and you should not put undue reliance on any forward-looking statements.
WHERE YOU CAN FIND MORE INFORMATION
We are subject toprotections of Section 27A of the informational requirementsSecurities Act of1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Accordingly, we file annual, quarterly
Forward-looking statements include statements with respect to our beliefs, plans, objectives, goals, expectations, anticipations, assumptions, estimates, intentions, and current reports, proxy statementsfuture performance, and involve known and unknown risks, uncertainties and other informationfactors, which may be beyond our control, and which may cause our actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements.
All statements other than statements of historical fact are statements that could be forward-looking statements. You can identify these forward-looking statements through our use of words such as “may”, “will”, “anticipate”, “assume”, “should”, “indicate”, “would”, “believe”, “contemplate”, “expect”, “estimate”, “continue”, “plan”, “point to”, “project”, “could”, “intend”, “target”, and other similar words and expressions of the future. These forward-looking statements may not be realized due to a variety of factors, including, without limitation:
•those discussed and identified in public filings with the SEC. YouSecurities and Exchange Commission (the "SEC") made by the Company;
•developments concerning credit quality in various corporate lending industry sectors, as well as consumer and other types of credit, may readresult in an increase in the level of our provision for credit losses, nonperforming assets, net charge-offs and copy any reports, statementsreserve for credit losses;


•customer borrowing, repayment, investment, and deposit practices generally may be less favorable than anticipated, and interest rate and currency fluctuations, equity and bond market fluctuations, and inflation may be greater than expected;
•the mix of interest rates and maturities of our interest earning assets and interest bearing liabilities (primarily loans and deposits) may be less favorable than expected;
•competitive product and pricing pressures among financial institutions within our markets may increase;
•legislative or regulatory developments, including changes in laws or regulations concerning taxes, banking, securities, capital requirements and risk-based capital guidelines, reserve methodologies, deposit insurance and other aspects of the financial services industry, may adversely affect the businesses in which we are engaged or our financial results;
•legal and regulatory proceedings and related matters with respect to the financial services industry, including those directly involving the Company and its subsidiaries, could adversely affect the Company or the financial services industry generally;
•pending and proposed changes in accounting rules, policies, practices, and procedures could adversely affect our financial results;
•instruments and strategies used to manage exposure to various types of market and credit risk could be less effective than anticipated, and we may not be able to effectively mitigate our risk exposures in particular market environments or against particular types of risk;
•terrorist activities or other informationhostilities may adversely affect the general economy, financial and capital markets, specific industries, and the Company;
•technological changes may be more difficult or expensive than anticipated; and
•other factors and risks described under “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2021 and in any of our subsequent reports that we may filehave made or make with the SEC atunder the SEC’s Public Reference Room at 100 F Street, N.E., Room 1580, Washington, D.C., 20549. YouExchange Act.
Because such forward-looking statements are subject to risks and uncertainties, actual results may obtain informationdiffer materially from those expressed or implied by such statements. The foregoing list of important factors is not exclusive and you are cautioned not to place undue reliance on the operationthese forward-looking statements, which speak only as of the Public Reference Room by callingdate of this document or, in the SEC at 1-800-SEC-0330. The SEC maintains an Internet site that contains reports, proxy and information statements and other information about issuers that file electronically with the SEC. The addresscase of the SEC’s Internet site is http://www.sec.gov.

2


INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The SEC allows us to incorporatedocuments incorporated by reference, the information we file with them, which means that we can disclose important information to you by referring you todates of those documents. The information that we incorporate by reference is consideredWe do not undertake to be a part of this prospectus, and the information we later file with the SEC that is incorporated by reference in this prospectus will automatically update information previously contained in this prospectus and any incorporated document. Any statement contained in this prospectusforward-looking statements, whether written or in a document incorporated by reference in this prospectus will be deemed modified or superseded to the extent that a later statement contained in this prospectus or in an incorporated document modifies or supersedes such earlier statement.
This prospectus incorporates by reference the documents listed below that we have filed with the SEC (excluding any portion of these documents that has been furnished to and deemed not to be filed with the SEC):
Report(s)Period(s) of Report(s) or Date(s) Filed
Annual Report on Form 10-KFor the fiscal year ended December 31, 2014
Quarterly Reports on Form 10-QFor the quarters ended March 31, 2015, June 30, 2015 and September 30, 2015
Current Reports on Form 8-KFiled January 22, 2015, February 5, 2015, February 9, 2015, April 2, 2015, April 23, 2015, April 29, 2015, May 5, 2015, May 22, 2015, June 2, 2015, June 8, 2015, July 17, 2015, July 22, 2015, July 27, 2015, September 15, 2015, October 21, 2015 and December 1, 2015.

We also incorporate by reference any future documents we may file with the SEC pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, excluding any document or portion thereof that has been furnished to and deemed not to be filed with the SEC. In addition, we incorporate by reference the description of our common stock, no par value per share (“Common Stock”), contained in our Registration Statement on Form 8-A/A that we filed with the SEC on January 28, 2010, and any amendment or report filed for the purpose of updating such description.
These documents are available without charge to you on the Internet at www.orrstown.com or if you call or write to: Orrstown Financial Services, Inc., 77 East King Street, Shippensburg, Pennsylvania 17257, Attention: Investor Relations, (717) 532-6114. Our periodic reports are also available on our website at www.orrstown.com. The reference to our website is not intended to be an active link and the information on our website is not, and you must not consider the information to be, a part of this prospectus.
We have also filed a registration statement with the SEC relating to the securities offered by this prospectus. This prospectus, which constitutes part of the registration statement, does not contain all of the information presented or incorporated by reference in the registration statement and its exhibits. You may obtain from the SEC a copy of the registration statement and exhibits that we filed with the SEC as described above. The registration statement may contain additional informationoral, that may be importantmade from time to you.time by or on behalf of us.

3
2



ORRSTOWN FINANCIAL SERVICES, INC.

THE COMPANY
Orrstown Financial Services, Inc., a Pennsylvania corporation, (the “Company”) is the financial holding company for its wholly-owned subsidiary, Orrstown Bank.Bank (the “Bank”). The Company’s principal executive offices are located at 77 East King Street, PO Box 250, Shippensburg, Pennsylvania, 17257. 17257, with additional executive and administrative offices at 4750 Lindle Road, Harrisburg, Pennsylvania, 17111.
The Company was organized on November 17, 1987, for the purpose of acquiring the Bank and such other banks and bank relatedbank-related activities as are permitted by law and desirable. The BankCompany provides banking and bank relatedfinancial advisory services through branches located in South Centralsouth central Pennsylvania, principally in Berks, Cumberland, Dauphin, Franklin, Lancaster, Perry and CumberlandYork Counties, in Pennsylvania and in Anne Arundel, Baltimore, Howard and Washington County, Maryland. The twenty-two (22) offices of the Bank are located in Shippensburg (2), Carlisle (5), Spring Run, Orrstown, Chambersburg (3), Greencastle, Mechanicsburg (2), Camp Hill, Newport (2), Lancaster, Duncannon, and New Bloomfield, Pennsylvania and Hagerstown,Counties, Maryland, as well as Baltimore City, Maryland.

The Company files periodic reports with the Securities and Exchange Commission in the form of quarterly reports on Form 10-Q, annual reports on Form 10-K, annual proxy statements and current reports on Form 8-K for any significant events that may arise during the year. Copies of these reports, and any amendments to such reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act, may be obtained free of charge through the SEC’s internet site at www.sec.gov or by accessing the Company’sWe maintain an Internet website at www.orrstown.com as soon as reasonably practicable after such reports are electronically filed with, or furnishedwww.orrstown.com. The foregoing website address is intended to the SEC. Informationbe an inactive textual reference only. The information on ourthis website shallis not be considered a part of this prospectus.
The Company’s primary activity consists of owning and supervising its subsidiary, the Bank. The day-to-day management of the Company is conducted by the Bank’s officers. The Company derives a majority of its current income through dividends from the Bank. As of September 30, 2015, the Company, on a consolidated basis, had total assets of approximately $1,274,340,000 total shareholders’ equity of $134,728,000 and total deposits of approximately $1,047,978,000.
The Company has no employees. Its seven officers are employees of the Bank. On September 30, 2015, the Bank had 292 full-time and 13 part-time employees.
The Bank is engaged in commercial banking and trust business as authorized by the Pennsylvania Banking Code of 1965. This involves accepting demand, time and savings deposits, and granting loans. The Bank grants commercial, residential, consumer and agribusiness loans in its market areas of Cumberland, Franklin, Lancaster and Perry Counties in Pennsylvania and in Washington County, Maryland. The Bank maintains a diversified loan portfolio and evaluates each customer’s credit-worthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Bank upon the extension of credit, is based on management’s credit evaluation of the customer pursuant to collateral standards established in the Bank’s lending policies and procedures.
Our website address is www.orrstown.com. Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and other documents filed by us with the Securities and Exchange Commission are available free of charge on our website under the Investor Relations menu. Information on our website should not be treated as part of this prospectus.
RISK FACTORS

An investmentInvesting in our securities involves significant risks. Before making an investment decision, yourisk. You should carefully read and consider the risk factors incorporated by referencespecific risks set forth in this prospectus, as well as those contained“Risk Factors” in anythe applicable prospectus supplement asand any related free writing prospectus and under the same may be updated from time to time bycaption “Risk Factors” inany of our future filings with the SEC, under the Exchange Act. You should also refer toincluding our most recent Annual Report on Form 10-K, and in all other information containedappearing in this prospectus or incorporated by reference ininto this prospectus and any applicable prospectus supplement, including our financial statements andsupplement. For additional information, please see the related notes incorporated by reference herein sources described in “Where You Can Find More Information.”
Theserisksarenottheonlyrisksweface.Additionalrisksnotpresentlyknowntous,or therein. Additional risks and uncertainties not presently known to us at this time or thatwecurrently deemview as immaterial, may also impair our business. If any of the risks described in our SEC filings or any prospectus supplement or any additional risks actually occur, our business, financial condition, results of operations and cash flows could be materially and adversely affectaffected. In that case, the value of our businesssecurities could decline substantially and operations.you could lose all or part of your investment.

4


USE OF PROCEEDS

Unless otherwise set forth in a prospectus supplement, we intend toWe will retain broad discretion over the use of the net proceeds from the sale of the securities offered hereby. Unless otherwise specified in the applicable prospectus supplement or any related free writing prospectus, we currently expect to use the net proceeds of our sale of securities for general corporate purposes.
General corporate purposes may include, among other purposes, contribution to the capital of Orrstown Bank,our bank subsidiary to support its lending and investing activities; the repayment of our debt; redemption repurchase or other acquisition of our capital stock; to support or fund acquisitions of other institutions or branches if opportunities for such transactions become available; and investments in activities which areother permitted for financial holding companies.activities. We may temporarily invest funds that we do not immediately need for these purposes in investment securities or use them to make payments on our borrowings. The applicable prospectus supplement will provide details on the use of proceeds of any specific offering.
RATIO OF EARNINGS TO FIXED CHARGES

Our consolidated ratio of earnings to fixed charges for each of the periods indicated is as follows:
  
Nine Months Ended
 September 30,
 Years Ended December 31,
   2015 2014 2014 2013 
2012(2)
 
2011(3)
 2010
Ratio of Earnings to Fixed Charges (1)
                   
Excluding interest on deposits 13.64x 22.48x 21.88x 15.67x (32.08)x (14.84)x 11.98x
Including interest on deposits 3.50x 4.04x 4.02x 2.92x (3.00)x (1.16)x 2.80x
_______________
(1)Earnings have been calculated by adding combined fixed charges to consolidated income from continuing operations before income taxes. Combined fixed charges, excluding interest on deposits, consist of interest expense and amortization of deferred financing costs. For all periods, we computed the ratios of earnings to combined fixed charges by dividing earnings by combined fixed charges.
(2)For the year ended December 31, 2012, the deficiency amounted to $30,499,000.
(3)For the year ended December 31, 2011, the deficiency amounted to $23,380,000.

SECURITIES WE MAY OFFER
The securities that may be offered from time to time through this prospectus are:
Common Stock;•common stock;
Debt•preferred stock, which we may issue in one or more series;
•depositary shares representing a fraction of a share of the applicable series of our preferred stock;
•debt securities, which we may issue in one or more series;
Preferred stock, which we may issue in one or more series;
Warrants•warrants entitling the holders to purchase Common Stock, preferredcommon stock or debt securities; and
Units.•units.


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We will describe in a prospectus supplement that we will deliver with this prospectus, the terms of particular securities that we may offer in the future. This prospectus may not be used to offer or sell any securities unless accompanied by a prospectus supplement.In each prospectus supplement we will include, if relevant and material, the following information:
•type and amount of securities which we propose to sell;
•initial public offering price of the securities;
•maturity;
•original issue discount, if any;
•rates and times of payment of interest, dividends or other payments, if any;
•redemption, conversion, exercise, exchange, settlement or sinking fund terms, if any;
•ranking;
•voting or other rights, if any;
•conversion, exchange or settlement prices or rates, if any, and, if applicable, any provisions for changes to or adjustments in the conversion, exchange or settlement prices or rates and in the securities or other property receivable upon conversion, exchange or settlement;
•names of the underwriters, agents or dealers, if any, through or to which we or any selling security holdersecurityholder will sell the securities;
•compensation, if any, of those underwriters, agents or dealers;
•details regarding over-allotment options, if any;
•net proceeds to us;
•information about any securities exchange or automated quotation system on which the securities will be listed or traded;
•material United States federal income tax considerations applicable to the securities;
•any material risk factors associated with the securities; and
•any other material information about the offer and sale of the securities.
In addition, the applicable prospectus supplement and any related free writing prospectus may add, update or change the information contained in this prospectus or in the documents we have incorporated by reference.

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DESCRIPTION OF CAPITALOUR COMMON STOCK
The following is a description of our common stock, certain provisions of our amended articles of incorporation and amended by-laws and certain provisions of applicable law. The following is qualified by applicable law and by the provisions of our amended articles of incorporation and by-laws, copies of which have been filed with the SEC and are also available upon request from us. You should read the prospectus supplement, which will contain additional information and which may update or change some of the information below.
Authorized Shares
Our authorized capital stock consists of:
articles of incorporation provide that we may issue up to 50,000,000 shares of Common Stock,common stock, no par value, per share; and
500,000 shares of preferred stock, par value $1.25 per share.
As of December 17, 2015, there were 8,322,479Shareholder Liability
All outstanding shares of our Common Stock issuedcommon stock are fully paid and 8,274,067nonassessable. Under the Pennsylvania Business Corporation Law of 1988, as amended, shareholders generally are not personally liable for a corporation’s acts or debts.
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Dividends; Liquidation; Dissolution
Subject to the preferential rights of any other shares or series of capital stock, holders of shares of our Common Stock outstanding, and no shares of our preferredOrrstown common stock issued and outstanding.

In this section we describe certain features and rights of our capital stock. The summary does not purport to be exhaustive and is qualified in its entirety by reference to our Articles of Incorporation, as amended (“Articles of Incorporation”) and bylaws and to applicable Pennsylvania law.
Common Stock
General. Each holder of Common Stock is entitled to one vote for each share on all matters to be voted upon by the common stockholders. There are no cumulative voting rights with respect to the election of directors. Subject to preferences to which holders of any shares of preferred stock may be entitled, holders of Common Stock are entitled to receive ratably any dividends that may beon shares of common stock if, as and when authorized and declared from time to time by the BoardOrrstown board of Directorsdirectors out of funds legally available for that purpose. In the event of our liquidation, dissolution or winding up, holders of Common Stock will be entitleddividends and to share ratably in ourthe assets remaining after the payment or provision for payment of our debts and other liabilities, and the satisfaction of the liquidation preferences of any series of our preferred stock then outstanding. Holders of Common Stock have no preemptive or conversion rights or other subscription rights. There are no redemption or sinking fund provisions that applyCompany legally available for distribution to the Common Stock. All shares of Common Stock currently outstanding are fully paid and nonassessable. The rights, preferences and privileges of the holders of Common Stock are subject to, and may be adversely affected by, the rights of the holders of shares of any series of preferred stock that we may designate in the future.
Transfer Agent
The transfer agent and registrar for our Common Stock is Continental Stock Transfer & Trust Company.
Preferred Stock
Our Articles of Incorporation permit our Board of Directors to authorize the issuance of up to 500,000 shares of preferred stock, par value $1.25 per share, in one or more series, without stockholder action. The Board of Directors can fix the designation, powers, preferences and rights of each series. Therefore, without approval of the holders of our Common Stock (except as may be required by the rules of the NASDAQ Stock Market or any other exchange or market on which our securities may then be listed or quoted), our Board of Directors may authorize the issuance of preferred stock with voting, dividend, liquidation and conversion and other rights that could dilute the voting power or other rights or adversely affect the market value of our Common Stock and may assist management in impeding any unfriendly takeover or attempted change in control. See “Anti-Takeover Provisions.”
Prior to the issuance of a new series of preferred stock, we will amend our Articles of Incorporation by filing a certificate of designation that will designate the number of shares of that series and the terms of that series. The issuance of any preferred stock could adversely affect the rights of the holders of Common Stock and, therefore, reduce the value of the Common Stock. The ability of our Board of Directors to issue preferred stock could discourage, delay or prevent a takeover or other corporate action.

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The terms of any particular series of preferred stock will be described in the prospectus supplement relating to that particular series of preferred stock, including, where applicable:
the designation, stated value and liquidation preference of such preferred stock and the number of shares offered;
the offering price;
the dividend rate or rates (or method of calculation), the date or dates from which dividends shall accrue, and whether such dividends shall be cumulative or noncumulative and, if cumulative, the dates from which dividends shall commence to cumulate;
any redemption or sinking fund provisions;
the amount that shares of such series shall be entitled to receiveits shareholders in the event of ourits liquidation, dissolution or winding-up;winding-up after payment of, or adequate provision for, all known debts and liabilities of the Company.
Voting Rights
Each outstanding share of Orrstown common stock entitles the terms and conditions, ifholder to one vote on all matters submitted to a vote of shareholders, including the election of directors. Unless a larger vote is required by law, the Company’s articles of incorporation or its bylaws, when a quorum is present at a meeting of shareholders, a majority of the votes properly cast upon any on which sharesquestion other than the election of directors shall decide the question. A plurality of the votes properly cast for the election of a person to serve as a director shall elect such series shall be convertibleperson. Except as otherwise required by law or exchangeable for shares of our stock ofexcept as provided with respect to any other class or classes, or other series of the same class;
the voting rights, if any, of shares of such series;
the status as to reissuance or sale of shares of such series redeemed, purchased or otherwise reacquired, or surrendered to us on conversion or exchange;
the conditions and restrictions, if any, on the payment of dividends or on the making of other distributions on, or the purchase, redemption or other acquisition by us or any subsidiary, of the Common Stock or of any other class of our shares ranking junior to the shares of such series as to dividends or upon liquidation;
the conditions and restrictions, if any, on the creation of indebtedness of us or of any subsidiary, or on the issuance of any additionalcapital stock, ranking on a parity with or prior to the shares of such series as to dividends or upon liquidation; and
any additional dividend, liquidation, redemption, sinking or retirement fund and other rights, preferences, privileges, limitations and restrictions of such preferred stock.
Unless otherwise specified in the applicable prospectus supplement, each series of preferred stock will, upon issuance, rank senior to the Common Stock and on parity in all respects with each other outstanding series of preferred stock. The rights of the holders of our preferredOrrstown common stock will be subordinate to thosepossess the exclusive voting power. There is no cumulative voting in the election of ourdirectors. The Orrstown board is classified into three classes with each class as nearly equal in number as possible. This means, in general, creditors. The description of any series of preferred stock which may be issued is qualified by reference to the provisionsthat one-third of the applicable certificatemembers of designation establishing the termsboard are subject to reelection at each annual meeting of such series.shareholders.
The transfer agent and registrarPreemptive Rights; Redemption
Holders of Orrstown common stock have no conversion, sinking fund or redemption rights or preemptive rights to subscribe for the preferred stock will be set forth in the applicable prospectus supplement.any of Orrstown’s classes of stock.

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Anti-Takeover Provisions
Articles of Incorporation and By-Laws. Orrstown’s Articles of Incorporation and By-Laws
Orrstown’s articles of incorporation and bylaws contain certain provisions that may have the effect of deterring or discouraging an attempt to take control of Orrstown.the Company. Among other things, these provisions:
•empower Orrstown’sour board of directors, without shareholder approval, to issue shares of Orrstown preferred stock the terms of which, including voting power, are set by Orrstown’s board;
•divide Orrstown’sour board of directors into three classes serving staggered three yearthree-year terms;
•restrict the ability of shareholders to remove directors;
•require that shares with at least 75% or, in certain circumstances, a majority of total voting power, approve certain transactions with significant beneficial owners of Orrstown common stock;
•require that shares with at least 75% or, in certain instances,circumstances, a majority of total voting power, approve the repeal or amendment of certain provisions of Orrstown’s Articlesarticles of Incorporation;incorporation;
•require that, following any acquisition by any person or group of 10% of Orrstown’s voting power, in the case of any business combination with such person or an entity directly or indirectly controlled by such person, the remaining shareholders have the right to receive for their shares from such person at least the highest price paid by such person for any of the shares then directly or indirectly owned by such person;
•eliminate cumulative voting in the election of directors;
•require advance notice of nominations for the election of directors and the presentation of shareholder proposals at meetings of shareholders; and
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•provide for certain director eligibility requirements, including that each member of the board hold at least 3,5005,000 shares of the Company'sCompany’s common stock.
Pennsylvania Business Corporation Law. Law
The Pennsylvania Business Corporation Law of 1988, as amended, also contains certain provisions applicable to Orrstown that may have the effect of deterring or discouraging an attempt to take control of Orrstown.the Company. These provisions, among other things:
•prohibit for five years, subject to certain exceptions, a “business combination” (which includes a merger or consolidation of the corporation or a sale, lease or exchange of assets) with a person or group beneficially owning 20% or more of a public corporation’s voting power (Subchapter 25F of the Business Corporation Law);
•prevent a person or group acquiring different levels of voting power (20%, 33% and 50%) from voting any shares over the applicable threshold, unless “disinterested shareholders” approve such voting rights (Subchapter 25G of the Business Corporation Law);
•require any person or group that publicly announces that it may acquire control of a corporation, or that acquires or publicly discloses an intent to acquire 20% or more of the voting power of a corporation, to disgorge to the corporation any profits that it receives from sales of the corporation’s equity securities purchased over the prior 18 months (Subchapter 25H of the Business Corporation Law);
•expand the factors and groups (including shareholders) which a corporation’s board of directors can consider in determining whether an action is in the best interests of the corporation;
•provide that a corporation’s board of directors need not consider the interests of any particular group as dominant or controlling;

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•provide that a corporation’s directors, in order to satisfy the presumption that they have acted in the best interests of the corporation, need not satisfy any greater obligation or higher burden of proof with respect to actions relating to an acquisition or potential acquisition of control;
•provide that actions relating to acquisitions of control that are approved by a majority of “disinterested directors” are presumed to satisfy the directors’ fiduciary duty, unless it is proven by clear and convincing evidence that the directors did not assent to such action in good faith after reasonable investigation; and
•provide that the fiduciary duty of a corporation’s directors is solely to the corporation and may be enforced by the corporation or by a shareholder in a derivative action, but not by a shareholder directly.
The Pennsylvania Business Corporation Law also explicitly provides that the fiduciary duty of directors does not require them to:
•redeem any rights under, or to modify or render inapplicable, any shareholder rights plan;
•render inapplicable, or make determinations under, provisions of the Pennsylvania Business Corporation Law relating to control transactions, business combinations, control-share acquisitions or disgorgement by certain controlling shareholders following attempts to acquire control; or
•act as the board of directors, a committee of the board or an individual director, solely because of the effect the action might have on an acquisition or potential acquisition of control of the corporation or the consideration that might be offered or paid to shareholders in such an acquisition.

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Transfer Agent and Registrar
The transfer agent and registrar for shares of our common stock is Continental Stock Transfer & Trust Company.
Securities Exchange
Shares of our common stock are currently listed and traded on the Nasdaq Capital Market under the symbol “ORRF”.
DESCRIPTION OF WARRANTSPREFERRED STOCK
WeThe complete terms of the preferred stock will be contained in the prospectus supplement and in the applicable certificate of designation for the preferred shares that may be adopted by our board of directors in the future. You should read the certificate of designation and the prospectus supplement, which will contain additional information and which may update or change some of the information below.
General
Our board of directors is authorized to issue together with other securitiesup to 500,000 shares of preferred stock, par value $1.25 per share, in one or separately, warrantsmore series, without shareholder approval. Our board of directors has the discretion to purchasedetermine the designations, rights, preferences, privileges, qualifications and restrictions, including voting rights, dividend rights, conversion rights, redemption privileges, liquidation preferences and sinking fund terms, of each series of preferred stock, any or all of which may be greater than the rights of the common stock. The terms of any series of preferred stock designated by our Common Stock or Preferred Stock. We may issue the warrants under warrant agreements toboard of directors will be entered into between us and a bank or trust company, as warrant agent, all as set forth in a certificate of designation which we will include as an exhibit to the registration statement that includes this prospectus, or as an exhibit to a filing with the SEC that is incorporated by reference into this prospectus. The description of preferred stock in any prospectus supplement will not necessarily describe all of the terms of the preferred stock in detail. You should read the applicable certificate of designation for a complete description of all of the terms.
Terms
You should refer to the prospectus supplement. The warrant agent would act solelysupplement relating to the offering of any series of preferred stock for specific terms of the shares, including the following terms:
•title and stated or liquidation value;
•number of shares offered and initial offering price;
•voting rights and other protective provisions;
•any dividend rate(s), payment period(s) and/or payment date(s) or method(s) of calculation of any of those terms that apply to those shares;
•date from which dividends will accumulate, if applicable;
•terms and amount of a sinking fund, if any, for purchase or redemption;
•redemption rights, including conditions and the redemption price(s), if applicable;
•listing on any securities exchange;
•terms and conditions, upon which shares will be convertible into common stock or any other securities, including the conversion price, rate or other manner of calculation, conversion period and anti-dilution provisions, if applicable;
•terms and conditions upon which shares will be exchangeable into debt securities or any other securities, including the exchange price, rate or other manner of calculation, exchange period and any anti-dilution provisions, if applicable;
•the relative ranking and preference as to dividend rights and rights upon liquidation, dissolution or the winding up of our agentaffairs, including liquidation preference amount;
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•any limitation on issuance of any series of preferred stock ranking senior to or on a parity with that series of preferred stock as to dividend rights and rights upon liquidation, dissolution or the winding up of our affairs;
•any other specific terms, preferences, rights, privileges, limitations or restrictions; and
•a discussion of applicable material U.S. federal income tax consequences.
Ranking
Unless we provide otherwise in connectiona prospectus supplement, the preferred stock offered through that supplement will, with respect to dividend rights and rights upon our liquidation, dissolution or winding up, rank:
•senior to all classes or series of our common stock, and to all other equity securities ranking junior to the offered shares of preferred stock;
•on a parity with all of our equity securities ranking on a parity with the warrantsoffered shares of preferred stock; and
•junior to all of our equity securities ranking senior to the series being offered and wouldshares of preferred stock.
The term “equity securities” does not assume any obligation or relationship of agency or trust for or with any holders or beneficial owners of warrants.include convertible debt securities.
This section, along with the descriptionVoting Rights
Unless otherwise indicated in the applicable prospectus supplement, isholders of our preferred stock will not have any voting rights, except as may be required by applicable law.
Dividends
Subject to any preferential rights of any outstanding stock or series of stock, our preferred shareholders are entitled to receive dividends, when and as authorized by our board of directors, out of legally available funds, as specified in the applicable prospectus supplement.
Redemption
If we provide for a summaryredemption right in a prospectus supplement, the preferred stock offered through that supplement will be subject to mandatory redemption or redemption at our option, in whole or in part, in each case upon the terms, at the times and at the redemption prices set forth in that prospectus supplement.
Liquidation Preference
In the event of certain provisionsour voluntary or involuntary dissolution, liquidation, or winding up, the holders of any series of our preferred stock will be entitled to receive, after distributions to holders of any series or class of our capital stock ranking senior, an amount equal to the stated or liquidation value of the formsshares of warrant agreementsthe series plus, if applicable, an amount equal to accrued and warrant certificatesunpaid dividends. If the assets and funds to be distributed among the holders of our preferred stock will be insufficient to permit full payment to the holders, then the holders of our preferred stock will share ratably in any distribution of our assets in proportion to the amounts that they otherwise would receive on their shares of our preferred stock if the shares were paid in full.
Conversion Rights
The terms and conditions, if any, upon which any series of preferred stock is not complete. We urge youconvertible into common stock or other securities will be set forth in the prospectus supplement relating to readthe offering of those shares of preferred stock. These terms typically will include number of shares of common stock or other securities into which the preferred stock is convertible; conversion price (or manner of calculation); conversion period; provisions as to whether conversion will be at the option of the holders of the preferred stock or at our option; events, if any, applicable warrant agreementsrequiring an adjustment of the conversion price; and warrant certificates, because those documents,provisions affecting conversion in the event of the redemption of that series of preferred stock.
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Transfer Agent and not these descriptions, define your rights as a holder of warrants. Registrar
We will file copiesidentify the transfer agent and registrar for any series of preferred stock offered by this prospectus in a prospectus supplement.
DESCRIPTION OF DEPOSITARY SHARES
The complete terms of the forms ofdepositary shares will be contained in the warrant agreementsdeposit agreement and warrant certificatesany related document applicable to any depositary shares. These documents have been or will be included or incorporated by reference as exhibits to the registration statement of which this prospectus is a part or an amendment thereto, or as exhibits to a Current Report on Form 8-K.
The applicablepart. You should read the deposit agreement and any related document. You should also read the prospectus supplement, which will describe the following terms, where applicable, of warrants in respect ofcontain additional information and which this prospectus is being delivered:
the titlemay update or change some of the warrants;information below.
the designation, amountWe may elect to offer fractional interests in shares of our preferred stock, in which case we will issue receipts for depositary shares and termseach of these depositary shares will represent a fraction of a share of the securities for which the warrants are exercisable and the procedures and conditions relating to the exerciseapplicable series of such warrants;
the designation and terms of the other securities, if any, with which the warrants are to be issued and the number of warrants issued with each such security;
the price or prices at which the warrants will be issued;
the aggregate number of warrants;
any provisions for adjustment of the number or amount of securities receivable upon exercise of the warrants or the exercise price of the warrants;
the price or prices at which the securities purchasable upon exercise of the warrants may be purchased;

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if applicable, the date on and after which the warrants and the securities purchasable upon exercise of the warrants will be separately transferable;
if applicable, a discussion of the material U.S. federal income tax considerations applicable to the warrants;
any other terms of the warrants, including terms, procedures and limitations relating to the exchange and exercise of the warrants;
the date on which the right to exercise the warrants shall commence and the date on which the right shall expire;
the maximum or minimum number of warrants which may be exercised at any time;
whether the warrants are to be issued in registered or bearer form;
whether the warrants are extendible and the period or periods of such extendibility; and
information with respect to book-entry procedures, if any.
Before exercising their warrants, holders of warrants will not have any of the rights of holders of the securities purchasable upon such exercise, including the right to receive dividends, if any, or payments upon our liquidation, dissolution or winding-up or to exercise voting rights, if any.
Each warrant will entitle the holder thereof to purchase for cash the amount of shares of Common Stock or preferred stock, at the exercise price as will in each case be set forth in, or be determinable as set forth in the applicable prospectus supplement. Warrants mayThe following summary of the terms of the depositary shares does not purport to be exercised at any time upcomplete and is subject to, and is qualified in its entirety by reference to, the closeterms of businessthe depositary shares and our preferred stock, as well as the form of the deposit agreement and our Articles of Incorporation relating to the applicable series of our preferred stock that are, or will be, filed with the SEC. Therefore, you should carefully consider the actual provisions of these documents.
General
Each owner of a depositary share will be entitled, in proportion to the applicable fractional interest in shares of our preferred stock underlying that depositary share, to all rights and preferences of our preferred stock underlying that depositary share. These rights may include dividend, voting, redemption and liquidation rights.
The shares of our preferred stock underlying the depositary shares will be deposited with a bank or trust company selected by us to act as depositary, under a deposit agreement between us, the depositary and the holders of the depositary receipts. The depositary will be the transfer agent, registrar and dividend disbursing agent for the depositary shares. The name and address of the principal executive office of the depositary will be included in the prospectus supplement relating to the issue.
The depositary shares will be evidenced by depositary receipts issued pursuant to the deposit agreement. Holders of depositary receipts agree to be bound by the deposit agreement, which requires holders to take certain actions such as filing proof of residence and paying certain charges.
Dividends and Other Distributions
The depositary will distribute cash dividends or other cash distributions, if any, received in respect of the series of our preferred stock underlying the depositary shares to the record holders of depositary receipts in proportion to the number of depositary shares owned by those holders on the expirationrelevant record date. The relevant record date for depositary shares will be the same date as the record date for our preferred stock.
In the event of a distribution other than in cash, the depositary will distribute property received by it to the record holders of depositary receipts that are entitled to receive the distribution, unless the depositary determines that it is not feasible to make the distribution. If this occurs, the depositary, with our approval, may adopt another method for the distribution, including selling the property and distributing the net proceeds to the holders.
Liquidation Preference
If a series of our preferred stock underlying the depositary shares has a liquidation preference, in the event of our voluntary or involuntary liquidation, dissolution or winding up, holders of depositary shares will be entitled
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to receive the fraction of the liquidation preference accorded each share of the applicable series of our preferred stock, as set forth in the applicable prospectus supplement.
Redemption
If a series of our preferred stock underlying the depositary shares is subject to redemption, the depositary shares will be redeemed from the proceeds received by the depositary resulting from the redemption, in whole or in part, of our preferred stock held by the depositary. Whenever we redeem any of our preferred stock held by the depositary, the depositary will redeem, as of the same redemption date, the number of depositary shares representing our preferred stock so redeemed. The depositary will mail the notice of redemption to the record holders of the depositary receipts promptly upon receiving the notice from us.
After the closedate fixed for redemption, the depositary shares called for redemption will no longer be outstanding. When the depositary shares are no longer outstanding, all rights of businessthe holders will end, except the right to receive money, securities or other property payable upon redemption.
Voting
Upon receipt of notice of any meeting at which the holders of our preferred stock are entitled to vote, the depositary will mail the information contained in the notice of meeting to the record holders of the depositary receipts underlying our preferred stock. Each record holder of those depositary receipts on the expirationrecord date unexercised warrants will become void. Warrantsbe entitled to instruct the depositary as to the exercise of the voting rights pertaining to the amount of our preferred stock underlying that holder’s depositary shares. The record date for the depositary will be the same date as the record date for our preferred stock. The depositary will try, as far as practicable, to vote our preferred stock underlying the depositary shares in accordance with these instructions. We will agree to take all action that may be exerciseddeemed necessary by the depositary in order to enable the depositary to vote our preferred stock in accordance with these instructions. The depositary will not vote our preferred stock to the extent that it does not receive specific instructions from the holders of depositary receipts.
Withdrawal of Preferred Stock
Owners of depositary shares will be entitled to receive upon surrender of depositary receipts at the principal office of the depositary and payment of any unpaid amount due to the depositary, the number of whole shares of our preferred stock underlying their depositary shares.
Partial shares of our preferred stock will not be issued. Holders of our preferred stock will not be entitled to deposit the shares under the deposit agreement or to receive depositary receipts evidencing depositary shares for our preferred stock.
Amendment and Termination of the Deposit Agreement
The form of depositary receipt evidencing the depositary shares and any provision of the deposit agreement may be amended by agreement between the depositary and us as set forth in the applicable prospectus supplement relatingdeposit agreement. In certain instances described in the deposit agreement, holders of the outstanding depositary shares will be required to approve an amendment to the warrants offered thereby. Upon receiptdeposit agreement. The deposit agreement may be terminated by the depositary or us only if certain specific conditions set forth in the deposit agreement are met.
Charges of paymentDepositary
We will pay all transfer and other taxes and governmental charges arising solely from the warrant certificate properly completedexistence of the depositary arrangement. We will also pay charges of the depositary in connection with:
•the initial deposit of our preferred stock;
•the initial issuance of the depositary shares;
•any redemption of our preferred stock; and duly executed
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•all withdrawals of our preferred stock by owners of depositary shares.
Holders of depositary receipts will pay transfer, income and other taxes and governmental charges and other specified charges as provided in the deposit agreement for their accounts. If these charges have not been paid, the depositary may:
•refuse to transfer depositary shares;
•withhold dividends and distributions; and
•sell the depositary shares evidenced by the depositary receipt.
Miscellaneous
The depositary will forward to the holders of depositary receipts all reports and communications we deliver to the depositary that we are required to furnish to the holders of our preferred stock. In addition, the depositary will make available for inspection by holders of depositary receipts at the corporate trustprincipal office of the warrant agent ordepositary, and at such other places as it may from time to time deem advisable, any other office indicated inreports and communications we deliver to the applicable prospectus supplement, we will,depositary as soon as practicable, forward the purchased securities. If less than all of the warrants represented by the warrant certificate are exercised, a new warrant certificate will be issued for the remaining warrants.
Each warrant agent will act solely as our agent under the applicable warrant agreement and will not assume any obligation or relationship of agency or trust with any holder of any warrant. A single bank or trust company may act as warrant agent for more than one issue of warrants. A warrant agent will have no duty or responsibility in case of any default by us under the applicable warrant agreement or warrant, including any duty or responsibility to initiate any proceedings at law or otherwise, or to make any demand upon us. Any holder of a warrant may, without the consent of the related warrant agent or the holder of our preferred stock.
Neither we nor the depositary will be liable if either we or the depositary are prevented or delayed by law or any circumstance beyond the control of either the depositary or us in performing our respective obligations under the deposit agreement. Our obligations and the depositary’s obligations will be limited to the performance in good faith of our or the depositary’s respective duties under the deposit agreement. Neither we nor the depositary will be obligated to prosecute or defend any legal proceeding in respect of any depositary shares or our preferred stock unless satisfactory indemnity is furnished. The depositary and we may rely on:
•written advice of counsel or accountants;
•information provided by holders of depositary receipts or other warrant, enforcepersons believed in good faith to be competent to give such information; and
•documents believed to be genuine and to have been signed or presented by appropriate legal actionthe proper party or parties.
Resignation and Removal of Depositary
The depositary may resign at any time by delivering a notice to us. We may remove the depositary at any time. Any such resignation or removal will take effect upon the appointment of a successor depositary and its right to exercise,acceptance of such appointment. As set forth in the deposit agreement, the successor depositary must be appointed within a certain time frame after delivery of the notice for resignation or removal and receive the securities purchasable upon exercise of, that holder’s warrant(s).must meet certain organizational and asset tests.
DESCRIPTION OF DEBT SECURITIES
The followingcomplete terms of the debt securities will be contained in the indenture and indenture supplement applicable to the debt securities. These documents have been or will be included or incorporated by reference as exhibits to the registration statement of which this prospectus is a description of the material features, terms and provisions of debt securities that we may offer. This summary does not purport to be exhaustive and may not contain all the information that is important to you. Therefore, youpart. You should read the applicableindenture and indenture supplement. You should also read the prospectus supplement, relating to those debt securitieswhich will contain additional information and any other offering materials that wewhich may provide.update or change some of the information below.

General
We may issue debt securities from time to time in one or more series. Unless otherwise stated in the applicable prospectus supplement, we will not be limited in the amount of debt securities that we may issue, and neither the senior debt securities nor the subordinated debt securities will be secured by any of our property or assets. Thus, by owning debt securities, you are one of our unsecured creditors, unless otherwise provided in a supplemental indenture.
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We are a holding company and conduct substantially all of our operations thoughthrough subsidiaries. As a result, claims of holders of debt securities will generally have a junior position to claims of creditors of our subsidiaries (including, without limitation, Orrstown Bank), except to the extent that we may be recognized as a creditor of those

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subsidiaries. In addition, our right to participate as a stockholder in any distribution of assets of any subsidiary (and thus the ability of holders of debt securities to benefit from such distribution as our creditors) is junior to creditors of each subsidiary, including depositors of Orrstown Bank.

We may issue senior debt securities or subordinated debt securities under one indenture, which may be supplemented or amended from time to time. Indentures will be subject to and governed by the Trust Indenture Act of 1939, as amended, and may be supplemented or amended from time to time following its execution and will be filed as an exhibit to the registration statement of which this prospectus forms a part or incorporated therein by reference.

The indenture will contain the full legal text of the matters described in this section of the prospectus. Because this section is a summary, it does not describe every aspect of the debt securities or any applicable indentures. This summary is therefore subject to and is qualified in its entirety by reference to all the provisions of the indenture, including any definitions of terms used in such indenture. Your rights will be defined by the terms of the indenture, not the summary provided herein. This summary is also subject to and qualified by reference to the description of the particular terms of a particular series of debt securities described in the applicable prospectus supplement or supplements, and any supplemental indenture entered into in connection with that series of debt securities.

The debt securities may be denominated and payable in U.S. dollars. We may also issue debt securities, from time to time, with the principal amount, interest or other amounts payable on any relevant payment date to be determined by reference to one or more currency exchange rates, securities or baskets of securities, commodity prices, indices or any other financial, economic or other measure or instrument, including the occurrence or non-occurrence of any event or circumstance. All references in this prospectus or any prospectus supplement to other amounts will include premiums, if any, other cash amounts payable under the applicable indenture, and the delivery of securities or baskets of securities under the terms of the debt securities. Debt securities may bear interest at a fixed rate, which may be zero, or a floating rate.
Some of the debt securities may be issued as original issue discount debt securities. Original issue discount securities bear no interest or bear interest at below market rates and will be sold at a discount below their stated principal amount. A prospectus supplement relating to an issue of original issue discount securities will contain information relating to United States federal income tax, accounting, and other special considerations applicable to original issue discount securities.

We will set forth in the applicable prospectus supplement the terms, if any, on which a series of debt securities may be convertible into or exchangeable for our preferred stock, Common Stockcommon stock or other securities. We will include provisions as to whether conversion or exchange is mandatory, at the option of the holder or at our option. We may include provisions pursuant to which the number of shares of our preferred stock, Common Stockcommon stock or other securities that holders of the series of debt securities receive would be subject to adjustment.

We will generally have no obligation to repurchase, redeem, or change the terms of debt securities upon any event (including a merger, consolidation, change in control or disposition of substantially all of our assets) that might have an adverse effect on our credit quality.
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Terms of Debt Securities to be Included in the Prospectus Supplement

The prospectus supplement relating to any series of debt securities that we may offer will set forth the price or prices at which the debt securities will be offered, and will contain the specific terms of the debt securities of that series. These terms may include, without limitation, the following:

•the title of the debt securities and whether they are senior debt securities or senior subordinated debt securities;
•the amount of debt securities issued and any limit on the amount that may be issued;
•the price(s) (expressed as a percentage of the principal amount) at which the debt securities will be issued;

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•if other than the principal amount of those debt securities, the portion of the principal amount payable upon declaration of acceleration of the maturity of those debt securities;
•the maturity date or dates, or the method for determining the maturity date or dates, on which the principal of the debt securities will be payable and any rights of extension;
•the rate or rates, which may be fixed or variable, or the method of determining the rate or rates at which the debt securities will bear interest, if any;
•the date or dates from which any interest will accrue and the date or dates on which any interest will be payable, the regular related record dates and whether we may elect to extend or defer such interest payment dates;
•the place or places where payments will be payable, where the debt securities may be surrendered for registration of transfer or exchange and where notices or demands to or upon us may be served;
•the period or periods within which, the price or prices at which and the other terms and conditions upon which the debt securities may be redeemed, in whole or in part, at our option, if we are to have such an option;
•our obligation, if any, to redeem, repay or purchase the debt securities pursuant to any sinking fund or analogous provision or at the option of a holder of the debt securities, and the period or periods within which, or the date and dates on which, the price or prices at which and the other terms and conditions upon which the debt securities will be redeemed, repaid or purchased, in whole or in part, pursuant to that obligation;
•the currency or currencies in which the debt securities may be purchased, are denominated and are payable, which may be a foreign currency or units of two or more foreign currencies or a composite currency or currencies, and the related terms and conditions, including whether we or the holders of any such debt securities may elect to receive payments in respect of such debt securities in a currency or currency unit other than that in which such debt securities are stated to be payable;
•whether the amount of payments of principal of and premium, if any, or interest, if any, on the debt securities may be determined with reference to an index, formula or other method, which index, formula or method may, but need not be, based on a currency, currencies, currency unit or units or composite currency or currencies or with reference to changes in prices of particular securities or commodities, and the manner in which the amounts are to be determined;
•any additions to, modifications of or deletions from the terms of the debt securities with respect to events of default, amendments, merger, consolidation and sale or covenants set forth in the applicable indenture;
•whether the debt securities will be in registered or bearer form or both and, if in registered form, their denominations, if other than $1,000 and any integral multiple thereof, and, if in bearer form, their denominations, if other than $5,000, and the related terms and conditions;
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•if the debt securities will be issuable only in global form, the depository or its nominee with respect to the debt securities and the circumstances under which the global security may be registered for transfer or exchange in the name of a person other than the depository or its nominee;
•the applicability, if any, of the defeasance and covenant defeasance provisions of the indenture and any additional or different terms on which the series of debt securities may be defeased;
•whether and the extent to which the debt securities will be guaranteed, any guarantors and the form of any guarantee;
•whether the debt securities can be converted into or exchanged for other securities of the Company and the related terms and conditions;

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•in the case of senior subordinated debt securities, provisions relating to any modification of the subordination provisions described elsewhere in this prospectus;
•whether the debt securities will be sold as part of units consisting of debt securities and other securities;
•whether the debt securities will be issued in certificated or book-entry form;
•if the debt securities are to be issued upon the exercise of warrants, the time, manner and place for the debt securities to be authenticated and delivered;
•any trustee, depositary, authenticating agent, paying agent, transfer agent, registrar or other agent with respect to the debt securities; and
•any other terms of the debt securities.
Consolidation, Merger or Sale
The indenture in the form initially filed as an exhibit to the registration statement of which this prospectus is a part does not contain any covenant that restricts our ability to merge or consolidate, or sell, convey, transfer or otherwise dispose of all or substantially all of our assets, except that any successor of ours or acquiror of such assets must be a corporation, partnership, trust or limited liability company organized and existing under the laws of the United States, any state thereof, or the District of Columbia, and must assume all of our obligations under the indenture and the debt securities, as appropriate. In addition, the terms of any debt securities that we may offer pursuant to this prospectus may limit our ability to merge or consolidate or otherwise sell, convey, transfer or otherwise dispose of all or substantially all of our assets, which terms would be set forth in the applicable prospectus supplement and supplemental indenture.
Events of Default Under the Indenture
Senior Debt Securities
The events of default under the indenture, subject to modification or deletion as provided in a supplemental indenture with respect to any specific series of senior debt securities, include the following events:
•if we fail to pay interest when due and payable and our failure continues for 30 days and the time for payment has not been extended or deferred;
•if we fail to pay the principal, premium or sinking fund payment, if any, when due and payable and the time for payment has not been extended or deferred;
•if we fail to observe or perform any other covenant contained in the debt securities or the indenture, other than a covenant specifically relating to another series of debt securities, and our failure continues for 90 days after we (and the indenture trustee in the event of notice from security holders) receive notice from the indenture trustee or holders of at least 25% in aggregate principal amount of the outstanding debt securities of the applicable series; and
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•if specified events of bankruptcy, insolvency or reorganization occur with respect to the Company or the Bank.
Subordinated Debt Securities
The events of default under the indenture, subject to modification or deletion as provided in a supplemental indenture with respect to any specific series of subordinated debt securities, include specified events of bankruptcy, insolvency or reorganization involving the Company or the Bank.
Acceleration of Maturity; Rescission and Annulment
If an event of default with respect to debt securities of any series occurs and is continuing, the indenture trustee or the holders of at least 25% in aggregate principal amount of the outstanding debt securities of that series, by notice to us in writing, and to the indenture trustee if notice is given by such holders, may declare the unpaid principal of, premium, if any, and accrued interest, if any, due and payable immediately; provided, however, that if an event of default with respect to senior debt securities occurs by reason of bankruptcy, insolvency or reorganization involving the Company or the Bank, the entire unpaid principal of, and accrued interest, if any, shall become immediately due and payable without any notice to us.
At any time after a declaration of acceleration with respect to any series of debt securities has been made, and before a judgment or decree for payment of the money due has been obtained by the indenture trustee, the holders of a majority in aggregate principal amount of the outstanding debt securities of that series may rescind and annul such declaration and its consequences if we have paid or deposited with the indenture trustee a sum sufficient to pay:
•the principal of, premium, if any, and all interest (including overdue interest) on all debt securities of that series that have become due other than by such declaration of acceleration; and
•all sums paid or advanced by the indenture trustee under the indenture and the reasonable compensation, expenses, disbursements and advances of the indenture trustee, its agents and counsel, except as a result of negligence or willful misconduct of the indenture trustee as determined by a court of competent jurisdiction in a final, non-appealable order;
and all events of default or defaults with respect to the debt securities of such series, other than the nonpayment of the principal of, or any premium and interest on, securities of such series which have become due solely by such declaration of acceleration, have been cured or waived.
Waiver of Event of Default
The holders of a majority in aggregate principal amount of the outstanding debt securities of an affected series may waive any default or event of default with respect to such series and its consequences, except defaults or events of default regarding payment of principal, premium, if any, or interest, or defaults in respect of a covenant or provision which cannot be modified or amended under the indenture without the consent of the holder of each outstanding debt security of the series affected. Any waiver would cure the default or event of default.
Limitations on Enforcement of Remedies
Subject to the terms of the indenture, if an event of default under the indenture occurs and continues, the indenture trustee would be under no obligation to exercise any of its rights or powers under such indenture at the request or direction of any of the holders of the applicable series of debt securities, unless such holders have offered the indenture trustee reasonable indemnity. The holders of a majority in principal amount of the outstanding debt securities of any series will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the indenture trustee, or exercising any trust or power conferred on the indenture trustee, with respect to the debt securities of that series, provided that:
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•the direction so given by the holder is not in conflict with any law or the indenture; and
•subject to its duties under the Trust Indenture Act of 1939, the indenture trustee need not take any action that might involve it in personal liability or might be unduly prejudicial to the holders not involved in the proceeding.
A holder of the debt securities of any series will have the right to institute a proceeding under the indenture or to appoint a receiver or trustee, or to seek other remedies only if:
•the holder has given written notice to the indenture trustee of a continuing event of default with respect to that series;
•the holders of at least 25% in aggregate principal amount of the outstanding debt securities of that series have made written request to the indenture trustee, and such holders have offered reasonable indemnity to the indenture trustee to institute the proceeding as trustee; and
•for 60 days after receipt of written notice of such event of default, request to institute the proceeding and offer of indemnity, the indenture trustee does not institute such proceeding, and does not receive from the holders of a majority in aggregate principal amount of the outstanding debt securities of that series other conflicting directions.
These limitations do not apply to a suit instituted by a holder of debt securities if we default in the payment of the principal, premium, if any, or interest on, the debt securities on the applicable stated maturity date.
We will periodically file statements with the indenture trustee regarding our compliance with specified covenants in the indenture.
Modification of Indenture; Waiver
By entering into supplemental indentures, we and the indenture trustee may modify the terms of the indenture without the consent of any holders with respect to specific matters, including:
•to evidence the assumption by a successor corporation of our obligations in compliance with the provisions described above under “Consolidation, Merger or Sale”;
•to add to our covenants for the benefit of the holders of all or any series of debt securities or to surrender any right or power herein conferred upon us; provided that such action shall not adversely affect the interests of the holders of the debt securities of any series then outstanding;
•to add to or change any of the provisions of the indenture to such extent as shall be necessary to permit or facilitate the issuance of debt securities in uncertificated or global form;
•to establish any series of debt securities and the form or terms of securities of any series, including, without limitation, but solely insofar as it relates to subordinated securities, any subordination provisions and any deletions from or additions or changes to the indenture in connection therewith;
•to evidence and provide for the acceptance of appointment by a successor trustee;
•to fix any ambiguity, defect or inconsistency in the indenture;
•to amend, supplement, add or eliminate any provision contained in the indenture or in any supplemental indenture or in any debt securities, provided that such amendment, supplement, addition or elimination does not apply to any outstanding debt security issued prior to the date of such supplemental indenture and entitled to the benefits of such provision;
•to add any additional events of default; or
•to add, change or eliminate any provision of the indenture as shall be necessary or desirable in accordance with any amendments to the Trust Indenture Act of 1939, as amended.
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In addition, under the indenture or supplemental indentures, the rights of holders of a series of debt securities may be changed by us and the indenture trustee with the written consent of the holders of at least a majority in aggregate principal amount of the outstanding debt securities of each series that is affected. However, we and the indenture trustee may make the following changes only with the consent of each holder of any outstanding debt securities affected:
•extending the fixed maturity of the series of debt securities;
•reducing the principal amount of, reducing the rate of or extending the time of payment of interest on, or reducing any premium payable upon the redemption of, any debt securities;
•change any redemption, repurchase, conversion or exchange provisions applicable to any outstanding debt security in any manner that is adverse to the holders thereof;
•reducing the percentage in principal amount of debt securities of any series the consent of whose holders are required for any supplemental indenture; or
•modifying any of the four bullet points above.
Discharge, Defeasance and Covenant Defeasance
We may elect to have our obligations under the indenture discharged with respect to the outstanding debt securities of any series, known as defeasance. Defeasance means that we will be deemed to have paid and discharged the entire indebtedness represented by the outstanding debt securities of such series under the indenture, except for:
•the rights of holders of the debt securities to receive principal, interest and any premium when due;
•our obligations with respect to the debt securities concerning issuing temporary debt securities, registration of transfer of debt securities, mutilated, destroyed, lost or stolen debt securities and the maintenance of an office or agency for payment for security payments held in trust;
•the rights, powers, trusts, duties and immunities of the trustee; and
•the defeasance provisions of the indenture.
In addition, we may elect to have our obligations released with respect to certain covenants applicable to any series of outstanding debt securities established by and set forth in a supplemental indenture, known as covenant defeasance. If we so elect, any failure to comply with such obligations will not constitute a default or an event of default with respect to the debt securities of such series.
In order to exercise either defeasance or covenant defeasance with respect to outstanding debt securities of any series:
•we must irrevocably have deposited or caused to be deposited with the indenture trustee as trust funds for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to the benefit of, the holders of the debt securities of such series:
◦money; or
◦U.S. government obligations (or equivalent government obligations in the case of debt securities denominated in other than U.S. dollars or a specified currency) that will provide, not later than one day before the due date of any payment, money in an amount; or
◦a combination of money and U.S. government obligations (or equivalent government obligations, as applicable);
in each case sufficient, in the written opinion of a nationally recognized firm of independent public accountants to pay and discharge, and which shall be applied by the trustee to pay and
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discharge, all of the principal (including mandatory sinking fund payments), interest and any premium at due date or maturity;
•in the case of defeasance, we have delivered to the indenture trustee an opinion of counsel stating that, under then applicable Federal income tax law, the holders of the debt securities of that series will not recognize income, gain or loss for Federal income tax purposes as a result of the defeasance to be effected and will be subject to the same Federal income tax as would be the case if the defeasance did not occur;
•in the case of covenant defeasance, we have delivered to the indenture trustee an opinion of counsel to the effect that the holders of the debt securities of that series will not recognize income, gain or loss for Federal income tax purposes as a result of the covenant defeasance to be effected and will be subject to the same Federal income tax as would be the case if the covenant defeasance did not occur;
•no event of default or default with respect to the outstanding debt securities of that series has occurred and is continuing at the time of such deposit, or any time during the period ending on the 90th day after the date of such deposit;
•the defeasance or covenant defeasance will not result in a breach or violation of, or constitute a default under, any other agreement or instrument to which we are a party;
•the defeasance or covenant defeasance will not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act of 1940, as amended, unless the trust is registered under such Act;
•if the debt securities are to be redeemed prior to the maturity date (other than from mandatory sinking fund payments or analogous payments), notice of such redemption shall have been duly given pursuant to the indenture or provision therefore satisfactory to the trustee shall have been made; and
•we have delivered to the trustee an officer’s certificate and an opinion of counsel stating that all conditions precedent with respect to the defeasance or covenant defeasance have been satisfied.
Form, Exchange and Transfer
We will issue the debt securities of each series in registered form without coupons and, unless we otherwise specify in the applicable prospectus supplement or free writing prospectus, in denominations of $2,000 and any integral multiple of $1,000. The indenture provides that we may issue debt securities of a series in temporary or permanent global form and as book-entry securities that will be deposited with, or on behalf of, a depositary named by us and identified in a prospectus supplement or free writing prospectus with respect to that series.
At the option of the holder, subject to the terms of the indenture and the limitations applicable to global securities described in the applicable prospectus supplement or free writing prospectus, the holder of the debt securities of any series can exchange the debt securities for other debt securities of the same series, in any authorized denomination and of like tenor and aggregate principal amount.
Subject to the terms of the indenture and the limitations applicable to global securities set forth in the applicable prospectus supplement or free writing prospectus, holders of the debt securities may present the debt securities for exchange or for registration of transfer, duly endorsed or with the form of transfer endorsed thereon duly executed if so required by us or the security registrar, at the office of the security registrar or at the office of any transfer agent designated by us for this purpose. Unless otherwise provided in the debt securities that the holder presents for transfer or exchange, we will make no service charge for any registration of transfer or exchange, but we may require payment of any taxes or other governmental charges.
We will name in the applicable prospectus supplement or free writing prospectus the security registrar, and any transfer agent in addition to the security registrar, that we initially designate for any debt securities. We may
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at any time designate additional transfer agents or rescind the designation of any transfer agent or approve a change in the office through which any transfer agent acts, except that we will be required to maintain a transfer agent in each place of payment for the debt securities of each series.
If we elect to redeem the debt securities of any series, we will not be required to:
•issue, register the transfer or exchange of any debt securities of any series being redeemed in part during a period beginning at the opening of business 15 days before the day of mailing of a notice of redemption of any debt securities that may be selected for redemption and ending at the close of business on the day of the mailing; or
•register the transfer of or exchange any debt securities so selected for redemption, in whole or in part, except the unredeemed portion of any debt securities we are redeeming in part.
Information Concerning the Indenture Trustee
The indenture trustee, other than during the occurrence and continuance of an event of default under an indenture, undertakes to perform only those duties as are specifically set forth in the applicable indenture. Upon an event of default under an indenture, the indenture trustee must use the same degree of care as a prudent person would exercise or use in the conduct of his or her own affairs.
Payment and Paying Agents
Unless we otherwise indicate in the applicable prospectus supplement or free writing prospectus, we will make payment of the interest on any debt securities on any interest payment date to the person in whose name the debt securities, or one or more predecessor securities, are registered at the close of business on the regular record date for the interest.
We will pay principal of and any premium and interest on the debt securities of a particular series at the office of the paying agents designated by us, except that, unless we otherwise indicate in the applicable prospectus supplement or free writing prospectus, we may make interest payments by check which we will mail to the holder. We will name in the applicable prospectus supplement or free writing prospectus any other paying agents that we initially designate for the debt securities of a particular series. We will maintain a paying agent in each place of payment for the debt securities of a particular series.
All money we pay to a paying agent or the indenture trustee for the payment of the principal of or any premium or interest on any debt securities which remains unclaimed at the end of two years after such principal, premium or interest has become due and payable will be repaid to us, and the holder of the debt security thereafter may look only to us for payment thereof.
Governing Law
Unless otherwise provided in the applicable prospectus supplement, the indentures and the debt securities will be governed by and construed in accordance with the laws of the State of New York, except to the extent that the Trust Indenture Act of 1939 is applicable.
DESCRIPTION OF WARRANTS
The complete terms of the warrants will be contained in the applicable warrant agreement and warrant. These documents have been or will be included or incorporated by reference as exhibits to the registration. statement of which this prospectus is a part. You should read the warrant and warrant agreement. You should also read the prospectus supplement, which will contain additional information and which may update or change some of the information below.
We may issue warrants for the purchase of common stock, preferred stock and/or debt securities in one or more series. If we offer warrants, we will describe the terms in a prospectus supplement (and any free writing
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prospectus). Warrants may be offered independently, together with other securities offered by any prospectus supplement, or through a dividend or other distribution to shareholders and may be attached to or separate from other securities. Warrants may be issued under a written warrant agreement to be entered into between us and the holder or beneficial owner, or under a written warrant agreement with a warrant agent specified in a prospectus supplement. A warrant agent would act solely as our agent in connection with the warrants of a particular series and would not assume any obligation or relationship of agency or trust for or with any holders or beneficial owners of those warrants.
The following are some of the terms relating to a series of warrants that could be described in a prospectus supplement:
•title of the warrants;
•aggregate number of warrants;
•price or prices at which the warrants will be issued;
•designation, number, aggregate principal amount, denominations and terms of the securities that may be purchased on exercise of the warrants;
•date, if any, on and after which the warrants and the debt securities offered with the warrants, if any, will be separately transferable;
•purchase price for each security purchasable on exercise of the warrants;
•dates on which the right to purchase certain securities upon exercise of the warrants will begin and end;
•minimum or maximum number of securities that may be purchased at any one time upon exercise of the warrants;
•anti-dilution provisions or other adjustments to the exercise price of the warrants;
•terms of any right that we may have to redeem the warrants;
•effect of any merger, consolidation, sale or other transfer of our business on the warrants and the applicable warrant agreement;
•name and address of the warrant agent, if any;
•information with respect to book-entry procedures;
•a discussion of material U.S. federal income tax considerations; and
•other material terms, including terms relating to transferability, exchange, exercise or amendments of the warrants.
Until any warrants to purchase our securities are exercised, holders of the warrants will not have any rights of holders of the underlying securities.
DESCRIPTION OF UNITS
The complete terms of the units will be contained in the unit agreement and any related document applicable to any units. These documents have been or will be included or incorporated by reference as exhibits to the registration statement of which this prospectus is a part. You should read the unit agreement and any related document. You should also read the prospectus supplement, which will contain additional information and which may update or change some of the information below.
We may issue units, comprisingin one or more series, consisting of common stock, preferred stock, debt securities and/or warrants for the purchase of common stock, preferred stock and/or debt securities described in this prospectus in any combination. If we offer units, we will describe the terms in a prospectus supplement (and any free writing prospectus). Units may be issued under a written unit agreement to be entered into between us and the holder or beneficial owner, or we could issue units under a written unit agreement with a unit agent specified in a prospectus supplement. A unit
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agent would act solely as our agent in connection with the units of a particular series and would not assume any obligation or relationship of agency or trust for or with any holders or beneficial owners of those units.
Each unit will be issued so that the holder of the unit is also is the holder of each security included in the unit. Thus, the holder of a unit will have the rights and obligations of a holder of each included security.
The following are some of the unit terms that could be described in a prospectus supplement:
•title of the units;
•aggregate number of units;
•price or prices at which the units will be issued;
•designation and terms of the units and of the securities comprising the units, including whether and under what circumstances those securities may be held or transferred separately;
•effect of any merger, consolidation, sale or other transfer of our business on the units and the applicable unit agreement;
•name and address of the unit agent;
•information with respect to book-entry procedures;
•a discussion of material U.S. federal income tax considerations; and
•ther material terms, including terms relating to transferability, exchange, exercise or amendments of the units.
The provisions described in this section, as well as those described under “Description of Common Stock,” “Description of Preferred Stock,” “Description of Debt Securities” and “Description of Warrants” will apply to each unit and to any common stock, preferred stock, debt security or warrant included in each unit, respectively.
Unless otherwise provided in the applicable prospectus supplement, the unit agreements will be governed by the laws of the Commonwealth of Pennsylvania. The unit agreement under which a unit is issued may provide that the securities included in the unit may not be held or transferred separately, at any time or at any time before a specified date.
The applicable We will file as an exhibit to a filing with the SEC that is incorporated by reference into this prospectus supplement relating to the units we may offer will include specific terms relating toforms of the offering, including, among others:unit agreements containing the designation and terms of the units andbeing offered. The description of units in any prospectus supplement will not necessarily describe all of the securities comprising the units, and whether and under what circumstances those securities may be held or transferred separately; any provision for the issuance, payment, settlement, transfer or exchangeterms of the units or of the securities comprising those units; and whether the units will be issued in fully registered or global form.

The description in the applicable prospectus supplement and other offering material of any units we offer will not necessarily be complete and will be qualified in its entirety by reference to the applicable unit agreement, which will be filed with the SEC if we offer units. For more information on how you can obtain copies of the applicable unit agreement if we offer units, see “Incorporation of Certain Information by Reference” and “Wheredetail. You can Find More Information”. We urge you toshould read the applicable unit agreement andagreements for a complete description of all of the applicable prospectus supplement and any other offering material in their entirety.
terms.
PLAN OF DISTRIBUTION
Wemay sell the securities from time to time pursuant to public offerings, negotiated transactions, block trades or a combination of these methods. We may sell the securities being offered hereby, from time to time,or through an underwriter or group of underwriters managed or co-managed by one or more of the following methods,underwriters, or any combination thereof:

to or through underwriters or dealers, with or without an underwriting syndicate, for them to offer and sell to the public;
through agents, directly to one or more purchasers in negotiated purchasesinvestors or in competitively bid transactions;
through designated agents;
directly to holders of warrants exercisable for our securities upon the exercise of warrants; or
through a combination of any of thesesuch methods of sale.
Each time that we use this prospectus to sell ourWemay distribute securities we will also provide a prospectus supplement that contains the specific terms of the offering. We will set forth the terms of the offering of securities in a prospectus supplement, including:


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the name or names of any underwriters, dealers, or agents and the type and amounts of securities underwritten or purchased by each of them;
the public offering price of the securities and the proceeds to us and any discounts, commissions or concessions allowed or reallowed or paid to underwriters or dealers; and
any delayed delivery arrangements.
The offer and sale of the securities described in this prospectus by us, the underwriters, or the third parties described above may be effected from time to time in one or more transactions, either:transactions:
•at a fixed price or prices which may be changed;
•at market prices prevailing at the time of sale;
in “at the market offerings,” within the meaning of Rule 415(a)(4) of the Securities Act, to or through a market maker or into an existing trading market, on an exchange, or otherwise;
•at prices related to thesuch prevailing market prices; or
•at negotiated prices.
Any public
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Each time we sell securities a prospectus supplement will describe the method of distribution of the securities and any applicable restrictions.
The prospectus supplement or supplements will describe the terms of the offering of the securities, including:
•the name or names of the underwriters, placement agents or dealers, if any;
•the purchase price of the securities and the proceeds we will receive from the sale;
•any over-allotment options under which underwriters may purchase additional securities from us;
•any agency fees or underwriting discounts and other items constituting agents’ or underwriters’ compensation;
•any discounts or concessions allowed or reallowed orto be paid to dealers (which may be changed from time to time.at any time); and
•any securities exchange or market on which the securities may be listed or quoted.
Unless stated otherwise specified in the relatedapplicable prospectus supplement, each seriesthe obligations of any underwriters to purchase securities will be a new issue with no established trading market, other than shares of our Common Stock, which are listed on NASDAQ. Any Common Stock sold pursuant to a prospectus supplement will be listed on NASDAQ, subject to official notice of issuance. We may elect to list any series of preferred stock on an exchange, but we are not obligated to do so. It is possible that one or more underwriters may make a marketcertain conditions set forth in the securities, but suchapplicable underwriting agreement, and generally the underwriters will not be obligated to do so and may discontinuepurchase all of the securities if they purchase any market making at any time without notice. No assurance can be given as toof the liquidity of, or the trading market for, any offered securities.

If underwriters are used in the sale of any securities, the securities will be acquired by the underwriters for their own account and may be resold from time to time in one or more transactions including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale.described above. The securities may be either offered to the public through underwriting syndicates represented by managing underwriters, or directly by underwriters. Generally, the underwriters’ obligations to purchase the securities will be subject to certain conditions precedent. The underwriters will be obligated to purchase all ofIf a dealer is used in a sale, we may sell the securities if they purchase any ofto the securities.

If we use dealers in the sale of securities, we will sell securities to such dealersdealer as principals.principal. The dealersdealer may then resell the securities to the public at varying prices to be determined by such dealersthe dealer at the time of resale.
We or our agents may solicit offers to purchase the securities directly, and we may sell the securities directlyfrom time to institutional or other investors, who may be deemed underwriters within the meaning of the Securities Act with respect to any resales of those securities. The terms of these sales will be describedtime. Unless stated otherwise in the applicable prospectus supplement. If we use agents in the sale of securities, unless otherwise indicated in the prospectus supplement, they will use their reasonable best efforts to solicit purchases for the period of their appointment. Unless otherwise indicated in a prospectus supplement, if we sell directly, no underwriters, dealers or agents would be involved. We will not make an offer of securities in any jurisdiction that does not permit such an offer.

We may sell the securities through agents from time to time. The prospectus supplement will name any agent involved in the offer or sale of our securities and any commissions we pay to them. Generally, any agent will be acting on a best efforts basis for the period of its appointment.

In connection with the sale of securities, underwriters or agents may receive compensation (in the form of fees, discounts, concessions or commissions) from us or from purchasers of securities for whom they may act as agents. Underwriters may sell securities to or through dealers, and such dealers may receive compensation in the form of discounts, concessions or commissions from the underwriters and/or commissions from the purchasers for whom they may act as agents. Underwriters, dealers and agents that participate in the distribution of securities may be deemed to be “underwriters,” as that term is defined in the Securities Act, and any discounts or commissions received by them from us and any profits on the resale of the securities by them may be deemed to be underwriting discounts and commissions under the Securities Act. We will identify any such underwriter or agent, and we will describe any compensation paid to them, in the related prospectus supplement.
WeUnderwriters, dealers and agents may be entitled under agreements with us to indemnification against and contribution toward certain civil liabilities, including liabilities under the Securities Act, or contribution with respect to payments that the underwriters, dealers or agents may make with respect to these liabilities.
If stated in the applicable prospectus supplement, we may authorize underwriters, dealers or agents to solicit offers by certain purchasersinvestors to purchase our securities from us at the public offering price set forth in the prospectus supplement pursuant tounder delayed delivery contracts providing for payment and delivery on a specified date in the future. TheThese contracts will be subject only to those

15


conditions set forth in the applicable prospectus supplement and the applicable prospectus supplement will set forth any commissions or discounts we paythe commission payable for solicitation of these contracts.
The securities we may offer, other than common stock, will be new issues of securities with no established trading market. No assurance can be given as to the liquidity of the trading market for any of our securities. Any underwriter may make a market in these securities; however, no underwriter will be obligated to do so, and any underwriter may discontinue any market making at any time, without prior notice.
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Any underwriter may engage in over-allotment, stabilizing transactions, short-covering transactions and penalty bids in accordance with Regulation M under the Exchange Act. Over-allotment involves sales in excess of the offering size, which create a short position. Stabilizing transactions permit bids to purchase the underlying security so long as the stabilizing bids do not exceed a specified maximum compensationprice. Syndicate-covering or other short-covering transactions involve purchases of the securities, either through exercise of the over-allotment option or in the open market after the distribution is completed, to cover short positions. Penalty bids permit the underwriters to reclaim a selling concession from a dealer when the securities originally sold by the dealer are purchased in a stabilizing or covering transaction to cover short positions. Those activities may cause the price of the securities to be received by any participating FINRA members will not be greaterhigher than eight (8) percent for the sale of any securities being registered.

Agents and underwriters may be entitled to indemnification by us against certain civil liabilities, including liabilities under the Securities Act, or to contribution with respect to payments that the agents or underwriters may be required to make in respect thereof. Agents and underwriters may be customers of, engage in transactions with, or perform services for us in the ordinary course of business.

In connection with any offering,it would otherwise be. If commenced, the underwriters may purchase and sell securities in the open market. These transactions may include short sales, stabilizing transactions and purchases to cover positions created by short sales. Short sales involve the sale by the underwriters of a greater number of securities than they are required to purchase in an offering. Stabilizing transactions consist of certain bids or purchasesdiscontinue any of the offeredactivities at any time.
Any underwriters who are qualified market makers on Nasdaq (or any exchange or quotation system on which our securities are listed) may engage in passive market making transactions in our common stock, preferred stock, depositary shares, debt securities and warrants, as applicable, on Nasdaq in accordance with Rule 103 of Regulation M, during the business day prior to the pricing of the offering, before the commencement of offers or any underlying securities madesales of the securities. Passive market makers must comply with applicable volume and price limitations and must be identified as passive market makers. In general, a passive market maker must display its bid at a price not in excess of the highest independent bid for such security; if all independent bids are lowered below the purpose of preventing or retarding a decline inpassive market maker’s bid, however, the passive market maker’s bid must then be lowered when certain purchase limits are exceeded. Passive market making may stabilize the market price of the securities while an offering is in progress. These activities by the underwriters may stabilize, maintain orat a level above that which might otherwise affect the market price of the securities. As a result, the price of the securities may be higher than the price that otherwise might existprevail in the open market. If these activities aremarket and, if commenced, they may be discontinued byat any time.
Certain of the underwriters at any time. Theseor agents and their associates may engage in transactions may be effected on an exchangewith and perform services for us or automated quotation system, if the securities are listed on an exchange or admitted for trading on an automated quotation system,our affiliates in the over-the-counter market, or otherwise.ordinary course of their respective businesses.

LEGAL MATTERS
We may enter into derivative transactions with third parties, or sell securities not covered by this prospectus to third parties in privately negotiated transactions. If the applicable prospectus supplement indicates in connection with those derivatives then the third parties may sell securities covered by this prospectus and the applicable prospectus supplement, including in short sale transactions. If so, the third party may use securities pledged by us or borrowed from us or others to settle those sales or to close out any related open borrowings of stock, and may use securities received from us in settlement of those derivatives to close out any related open borrowings of securities. The third party in such sale transactions will be an underwriter and will be identifiedUnless otherwise indicated in the applicable prospectus supplement, (or a post-effective amendment).

LEGAL MATTERS
Thethe validity of the securities offered by this prospectus has beenhereby will be passed upon for us by Jones Walker LLP, Washington, D.C.Pillar Aught LLC, Harrisburg, Pennsylvania. If the validity of the securities offered hereby in connection with offerings made pursuant to this prospectus are passed upon by counsel for underwriters, dealers or agents, if any, such counsel will be named in the prospectus supplement related to such offering.
EXPERTS
The consolidated financial statements of Orrstown Financial Services, Inc. and its wholly owned subsidiary, Orrstown Bank, as of December 31, 2014,2021 and 2020 and for each of the year thenthree years in the period ended December 31, 2021 and the effectiveness of Orrstown Financial Services, Inc.'s internal control over financial reporting as of December 31, 2021 have been incorporatedaudited by reference herein along with the related independent auditor’s report of Crowe Horwath LLP, an independent registered public accounting firm, as set forth in its report appearing in our Annual Report on Form 10-K for the year ended December 31, 2021 and incorporated in this prospectus by reference herein, and upon the authority of said firm as experts in accounting and auditing. Thereference. Such consolidated financial statements of Orrstown Financial Services, Inc. and its wholly owned subsidiary, Orrstown Bank, as of December 31, 2013 and for each of the years in the two-year period ended December 31, 2013 have been so incorporated by reference herein along within reliance upon the related independent auditor’s report of Smith Elliott Kearns & Company, LLC, independent registered public accountingsuch firm incorporated by reference herein, andgiven upon thetheir authority of said firm as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION
We are subject to the information requirements of the Exchange Act and file annual, quarterly and current reports, proxy statements, information statements and other information with the SEC. Our SEC filings are available to the public at the SEC’s website at www.sec.gov.
We have filed with the SEC a registration statement on Form S-3 under the Securities Act for the securities being offered under this prospectus. This prospectus, which is part of the registration statement, does not contain all of the information set forth in the registration statement and accompanying exhibits. This prospectus contains descriptions of certain agreements or documents that are exhibits to the registration statement. The statements as
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23




to the contents of such exhibits, however, are brief descriptions and are not necessarily complete, and each statement is qualified in all respects by reference to such agreement or document.

We make available free of charge through our website our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, Proxy Statement on Schedule 14A and all amendments to those reports as soon as reasonably practicable after such material is electronically filed with or furnished to the SEC. Information about us can be found on the internet at www.orrstown.com. Please note that our website address is provided as inactive textual references only. Information contained on or accessible through our website is not part of this prospectus or the prospectus supplement, and is therefore not incorporated by reference unless such information is otherwise specifically referenced elsewhere in this prospectus or the prospectus supplement.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
$100,000,000

Orrstown Financial Services, Inc.
Common Stock
Preferred Stock
Warrants
Debt Securities
Units




The SEC allows us to “incorporate by reference” certain information that we file with the SEC into this prospectus. By incorporating by reference, we can disclose important information to you by referring you to another document we have filed separately with the SEC. The information incorporated by reference is deemed to be part of this prospectus, except for information incorporated by reference that is superseded by information contained in this prospectus or any document we subsequently file with the SEC that is incorporated or deemed to be incorporated by reference into this prospectus. Likewise, any statement in this prospectus or any document which is incorporated or deemed to be incorporated by reference herein will be deemed to have been modified or superseded to the extent that any statement contained in any document that we subsequently file with the SEC that is incorporated or deemed to be incorporated by reference herein modifies or supersedes that statement. This prospectus incorporates by reference the documents listed below and any future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, after the filing of this prospectus and prior to the sale of all the securities covered by this prospectus.
PROSPECTUS•
Our Annual Report on Form 10-K for the fiscal year ended December 31, 2021;

•Our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2022 and June 30, 2022;
•Our Current Reports on Form 8-K filed on January 19, 2022, February 8, 2022, March 10, 2022, April 11, 2022, April 19, 2022, April 26 2022, April 27, 2022, June 16, 2022, July 19, 2022, August 2, 2022, September 28, 2022 and October 18, 2022; and

•The description of our common stock set forth in our Form 8-A/A filed on January 28, 2010, as updated by the description of the Company’s common stock contained in Exhibit 4.5 to the Company’s Form 10-K for the fiscal year ended December 31, 2021 filed with the Commission on March 11, 2022, and including any amendment or reports filed under the Exchange Act for the purpose of updating such description.

We are also incorporating by reference additional documents that we file with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act from the date of the initial registration statement that contains this prospectus and prior to effectiveness of the registration statement. Any statement contained in a document that is incorporated by reference will be deemed to be modified or superseded for all purposes to the extent that a statement contained in this document (or in any other document that is subsequently filed with the SEC and incorporated by reference) modifies or is contrary to that previous statement.
____________, 2016Notwithstanding the foregoing, any document or portion of a document that is “furnished” to, but not “filed” with, the SEC is not incorporated by reference in this prospectus.


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17

These documents may be obtained as explained above (see “Where You Can Find More Information”), or you may request a free copy of any or all of these documents, including exhibits that are specifically incorporated by reference into these documents, by writing to or calling us at the following address or telephone number:
Orrstown Financial Services, Inc.
77 East King Street, PO Box 250
Shippensburg, Pennsylvania 17257
Attention: Investor Relations
Telephone: (717) 510-7262
You should rely only on the information in our prospectus, any applicable prospectus supplement, any related free writing prospectus and the documents that are incorporated by reference. We have not authorized anyone else to provide you with different information. We are not offering these securities in any state where the offer is prohibited by law. You should not assume that the information in this prospectus, any applicable prospectus supplement, any related free writing prospectus or any incorporated document is accurate as of any date other than the date of the document.
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PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 14.Other Expenses of Issuance and Distribution

Item 14. Other Expenses of Issuance and Distribution.
The following table sets forthitemizes the estimated expenses incurred, or expected to be incurred, by the Registrant in connection with the issuanceregistration and distributionissuance of the securities coveredbeing registered hereunder. As indicated below, all amounts shown are estimates except for the SEC registration fee.
SEC Registration Fee

$16,530 *

Printing Expenses

$

**

Accounting Fees and Expenses

$

**

Legal Fees and Expenses

$

**

Blue Sky Fees and Expenses

$

**

Transfer Agent Fees and Expenses

$

**

Trustee Fees and Expenses

$

**

Miscellaneous

$_______**


Total

$16,530**

* Includes fees previously paid in connection with unsold securities pursuant to Rule 415(a)(6).
** Fees will depend on the securities offered, the number of issuances and the nature of offerings, and cannot be estimated at this time.
Item 15. Indemnification of Directors and Officers.
The following is only a general summary of certain aspects of Pennsylvania law and the Company’s articles of incorporation and bylaws related to the indemnification of directors and officers, and does not purport to be complete. It is qualified in its entirety by reference to the registration statementdetailed provisions of which this prospectus is a part. Orrstown Financial Services, Inc. (the “Registrant”) will bear all of these expenses.

Registration fee under the Securities Act$10,070
Legal fees and expenses* 60,000
Accounting fees and expenses* 30,000
Printing and other miscellaneous fees and expenses* 30,000
   
Total$130,070

* Estimated solely for the purpose of this Item. Actual expenses may be more or less.

Item 15.Indemnification of Officers and Directors

Sections 1741-17431741-1750 of the Pennsylvania Business Corporation Law of 1988, as amended, (the “BCL”),or PBCL.
Sections 1741-1743 of the PBCL provide that a business corporation may indemnify directors and officers against liabilities they may incur in such capacities provided certain standards are met, including good faith and the belief that the particular action is in the best interests of the corporation. In general, this power to indemnify does not exist in the case of actions against a director or officer by or in the right of the corporation if the person entitled to indemnification shall have been adjudged to be liable to the corporation unless and only to the extent a court determines that the person is fairly and reasonably entitled to indemnification. A corporation is required to indemnify directors and officers against expenses they may incur in defending actions against them in such capacities if they are successful on the merits or otherwise in the defense of such actions. Section 1746 of the BCLPBCL provides that the foregoing provisions shall not be deemed exclusive of any other rights to which a person seeking indemnification may be entitled under, among other things, anyby-lawprovision, provided that no indemnification may be made in any case where the act or failure or act giving rise to the claim for indemnification is determined by a court to have constituted willful misconduct or recklessness. Section 1747 of the BCLPBCL authorizes a corporation to purchase insurance for directors and other representatives. The foregoing statement is subject to the detailed provisions of Section 1741-18501741-1750 of the BCL.PBCL.
The Company’s bylaws of Orrstown Financial Services, Inc. provide for indemnification of directors and officers to the extent provided in the BCL.PBCL. In accordance with Section 1713 of the BCL,PBCL, the bylaws of the Registrant also include a provision that the Company’s directors of the Registrant shall not be personally liable for monetary damages such for any action taken, or failure to take any action, unless: (1) the director has breached or failed to perform the duties of his office in good faith, in a manner he reasonably believes to be in the best interests of the company and with such care, including reasonably inquiry, skill and diligence, as a person of ordinary prudence would use under similar circumstances; and (2) the breach or


failure to perform constitute self-dealing, willful misconduct or recklessness. Pursuant to Section 1713 of the BCL,PBCL, this limitation of personal liability does not apply to (i) the responsibility or liability of a director pursuant to any criminal statute or (ii) the liability of a director for the payment of taxes pursuant to federal state or local law.
Further, the RegistrantCompany may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the RegistrantCompany or is or was serving at the request of the RegistrantCompany as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity or arising out of his status as such, whether or not the

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Registrant Company would have the power to indemnify him against such liability under the provisions of the Articlesarticles of Incorporation.incorporation.

Any underwriting agreement that the Company might enter into (Exhibit 1.1) will provide for indemnification by any underwriters of the Company, the Company’s directors, the Company’s officers who sign the registration statement and the Company’s controlling persons for some liabilities, including liabilities arising under the Securities Act.
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Item 16. Exhibits.
Item 16.Exhibits
The following exhibits are filed with or incorporated by reference into this registration statement:

Number
Exhibit
Number
Description of Document



1.1

Form of Underwriting Agreement(1)
Agreement*
3.1

3.2

4.1
(3)
3.3
Form of Certificate of Designation for issuance of Preferred Stock(1)
4.1
Form of Common Stock Certificate(4)
Stock*
4.2

Form of Warrant Agreement (including form of warrant certificate)(1)
Specimen Certificate for Preferred Stock*
4.3

Specimen of Debt Security*
4.4

Debt Securities
4.5

Form of Warrant Agreement*
4.44.6

Form of Warrant*
4.7

Form of Unit Agreement (including Unit Certificate)Agreement*
4.8
 (1)
4.9

4.10
4.11Form of Deposit Agreement*
4.12Form of Depositary Receipt*
5.1

8.1
Opinion of Jones WalkerPillar Aught LLC as to Tax Matters(1)the validity of the securities registered hereunder
12Statements Regarding Computation of Ratios
23.1

23.2

23.3Consent of Jones Walker LLP (contained (included in its opinion filed as Exhibit 5.1)
24.1

hereto)
25.1

Form T-1 Statement of Eligibility of Trustee to act as Trustee under the Indenture for Senior and Subordinated IndebtednessDebt Securities**
25.2
(5)
(1)To be filed, if necessary, by amendment or as an exhibit to a report filed
(2)Incorporated by reference to the Registrant’s Current Report on Form 8-K filed January 29, 2010.
(3)Incorporated by reference to the Registrant’s Current Report on Form 8-K filed March 1, 2013.
(4)Incorporated by reference to the Registrant’s Registration Statement on Form S-3 filed February 8, 2010 (File No. 333-164780).
(5)To be filed in accordance with the requirements of Section 305(b)(2) of the Trust Indenture Act of 1939, as amended, of U.S. Bank, National Association, to act as Trustee under the Indenture dated December 19, 2018 (incorporated by reference to Exhibit 25.1 of Registrant’s Registration Statement on Form S-4 dated February 8, 2019 and filed with the applicable rules thereunder.SEC on February 8, 2019). 
107

* If applicable, to be filed by an amendment to this registration statement or by a Current Report on Form 8-K and incorporated by reference herein.
** If applicable, to be filed electronically under electronic form type “305-B2” pursuant to Section 305(b)(2) of the Trust Indenture Act of 1939, as amended.


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Item 17.Undertakings
Item 17. Undertakings.
The undersigned Registrant hereby undertakes:
(1)To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i)To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(ii)To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
(iii)To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
provided,Provided, however, that Paragraphs (a)paragraphs (1)(i), (a)(1)(ii) and (a)(1)(iii) of this sectionabove do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the CommissionSEC by the Registrant pursuant to sectionSection 13 or sectionSection 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.
(2)That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3)To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4)That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:
(i)Each prospectus filed by the Registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and
(ii)Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by sectionSection 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at
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that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.
(5)That, for the purpose of determining liability of the Registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities:
The undersigned Registrant undertakes that in a primary offering

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of securities of anthe undersigned Registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(i)Any preliminary prospectus or prospectus of anthe undersigned Registrant relating to the offering required to be filed pursuant to Rule 424;
(ii)Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant or used or referred to by the undersigned Registrant;
(iii)The portion of any other free writing prospectus relating to the offering containing material information about the undersigned Registrant or its securities provided by or on behalf of the undersigned Registrant; and
(iv)Any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser.
(6)That, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual report pursuant to sectionSection 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(7)    To file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act in accordance with the rules and regulations prescribed by the SEC under section 305(b)(2) of the Trust Indenture Act.
(8)    That, for the purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b) (1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.
(9)    That, for the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new
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registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange CommissionSEC such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer, or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.


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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrantRegistrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement on Form S-3registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Borough of Shippensburg, Commonwealth of Pennsylvania, on December 17, 2015.November 4, 2022.

ORRSTOWN FINANCIAL SERVICES, INC.
By:/s/   /s/ Thomas R. Quinn, Jr.
Thomas R. Quinn, Jr.
President and Chief Executive Officer
(Duly Authorized Representative)





POWER OF ATTORNEY

We, the undersigned directors    KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and officers of Orrstown Financial Services, Inc., do hereby severally constitute and appointappoints Thomas R. Quinn, Jr., Neelesh Kalani and Matthew Dyckman, with full power of each of them to act alone, as ourhis or her true and lawful attorneyattorney-in-fact and agent, to dowith full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all things and acts in our names in the capacities, indicated below and to executesign any and all instruments for usamendments to this Registration Statement (including pre- and in our names in the capacities indicated below which said Thomas R. Quinn, Jr. may deem necessarypost-effective amendments or advisable to enable Orrstown Financial Services, Inc. to comply with the Securities Act of 1933, as amended,any abbreviated registration statement and any rules, regulationsamendments filed pursuant to Rule 462(b) increasing the number of securities for which registration is sought), and requirements ofto sign any and all additional registration statements relating to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, in connection with the Registration Statement on Form S-3 relating to the registrant, including specifically, but not limited to,granting unto said attorneys-in-fact and agents, and each of them, full power and authority to sign,do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for any of usall intents and purposes as he or she might or could do in our names in the capacities indicated below, this Registration Statementperson, hereby ratifying and any and all amendments (including post-effective amendments) thereto; and we hereby ratify and confirmconfirming all that said Thomas R. Quinn, Jr. shallattorneys-in-fact and agents, or any of them, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.


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Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-3 has been signed on November 4, 2022 by the following persons in the capacities and on the dates indicated.

SignatureCapacity
 /s/ Joel R. Zullinger/s/ Thomas R. Quinn, Jr.
Joel R. ZullingerThomas R. Quinn, Jr.
Chairman of the Board and Director
President, Chief Executive Officer and Director
Thomas R. Quinn, Jr(Principal Executive Officer)
Date:December 17, 2015
Date:December 17, 2015
/s/ Jeffrey W. CoyNeelesh Kalani/s/ David P. Boyle
Jeffrey W. CoyDavid P. Boyle
Vice Chairman of the Board and Director
Executive Vice President and Chief Financial Officer
Neelesh Kalani(Principal Financial Officer)
Date:December 17, 2015
Date:December 17, 2015
/s/ Dr. Anthony F. CeddiaSean Mulcahy /s/ Douglas P. Barton
Dr. Anthony F. Ceddia, DirectorDouglas P. Barton
Date:December 17, 2015
Senior Vice President and Chief Accounting Officer
Sean Mulcahy(Principal Accounting Officer)
/s/ Joel R. ZullingerChairman; Director
Joel R. ZullingerDate:December 17, 2015
/s/ Meera R. ModiDirector
 /s/Meera R. Modi
/s/ Cindy J. JoinerDirector
Cindy J. Joiner
/s/ Mark K. Keller /s/ Eric A. SegalDirector
Mark K. Keller DirectorEric A. Segal, Director
Date:December 17, 2015Date:December 17, 2015
/s/ AndrewThomas D. LongeneckerDirector
Thomas D. Longenecker
/s/ Andrea Pugh /s/Director
Andrea Pugh
/s/ Michael J. RiceDirector
Michael J. Rice
/s/ Eric A. SegalDirector
Eric A. Segal
/s/ Glenn W. Snoke
Andrea Pugh, Director
Glenn W. Snoke Director
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Date:December 17, 2015Date:December 17, 2015
/s/ Gregory A. Rosenberry/s/ Floyd E. Stoner
Gregory A. Rosenberry, Director
Floyd E. Stoner Director
Date:December 17, 2015Date:December 17, 2015


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