The 2026 annual meeting of shareholders will please come to order. Welcome to the 2026 annual meeting of shareholders of Orrstown Financial Services, Inc. I am Joel Zullinger, Chairman of the Board, and I will act as Chairman of the Meeting. I would like to call your attention to the important disclosures regarding forward-looking statements that may be made during today's presentation. I would also call your attention to the disclosure relative to non-GAAP measures cited in today's presentation. Shareholders who are attending via webcast may submit questions during the meeting by clicking the Q&A button to open the question panel, typing your question into the field titled "Submit a Question," and clicking Submit. Shareholders also had the opportunity to pose questions before the meeting. Questions and answers will be grouped by topic, and substantially similar questions will be grouped and answered together.
With me is Bob Coradi, Secretary of the Company, who will act as Secretary of the Meeting. I would also like to introduce the other gentlemen who will be presenting today. Tom Quinn, President and CEO of Orrstown Financial Services and Orrstown Bank, Adam Metz, Chief Operating Officer, and Neil Kalani, Chief Financial Officer. I also welcome our directors present today, Barb Brobst, Sarah Brown, Brian Brunner, Scott Fainor, John Giambalvo, Cindy Joiner, Mark Keller, Rod Messick, Mike Rice, Eric Segal, Glenn Snoke, and of course, Tom Quinn. Other distinguished guests attending include Matthew Dyckman, the company's General Counsel, Casara Kieffer, the company's Treasurer, and Jim Oleff of Crowe LLP, the company's independent auditors. Most of all, I'd like to welcome you, our loyal shareholders.
The only persons entitled to vote at this meeting are shareholders of record as of the close of business on March 6th, 2026, the voting record date. In accordance with Pennsylvania law, the company has prepared a complete alphabetical list of shareholders entitled to vote at the meeting with their addresses and number of shares held on the record date. We have previously received an affidavit that the notice of annual meeting of shareholders and a form of proxy were mailed on or about March 27, 2026 to each shareholder of record as of the close of business on the voting record date. This affidavit will be attached as an exhibit to the minutes of this meeting. The Board of Directors has previously appointed Matthew Dyckman to act as Judge of Election at this meeting.
The Judge has taken an oath to fairly and impartially perform his duties, which oath will be filed as an exhibit to the minutes of the meeting. We have previously delivered to the Judge the certified list of shareholders and all proxies which have been received. Our records show that there were outstanding on the record date and entitled to notice of and to vote at this annual meeting 19,619,798 shares of common stock. Our records further show that more than a majority of such shares are present at this meeting in person or by proxy. The Judge is making an exact count and will submit a formal report on the number of shares represented during the course of the meeting. Based on our preliminary count, a quorum is declared present.
We have made available electronically the rules of conduct for the meeting. If you would like to discuss an issue not on the agenda, I encourage you to contact any officer or director of the company after the meeting. In order to save time at this meeting, we propose to arrange the proceedings so that the questions will not be answered and the vote will not be taken until all items have been moved and seconded. If you have previously voted by proxy, you do not need to vote again today. Online voting will remain open until the polls have been closed.
The first item of business to be acted upon by shareholders at the meeting is the election of four directors. In accordance with the bylaws, Brian D. Brunner, Scott V. Fainor, Cindy J. Joiner, and Eric A. Segal have each been nominated by the Board of Directors to serve for a three-year term and until their respective successors have been elected and qualified. I therefore declare the Board's slate to be in nomination. Company's bylaws require that a shareholder provide advance notice to the company of a shareholder's intent to nominate candidates for director. No timely notice of any other nominations having been received, I declare nominations to be closed.
The next item of business on the agenda is the approval of a non-binding advisory vote regarding compensation paid to our named executive officers, commonly referred to as say on pay. The Chair will entertain a motion to vote on the approval of the advisory vote proposal regarding executive compensation. Ms. Brobst moves. Mr. Brunner seconds.
The next item of business on the agenda is the ratification of the Audit Committee's selection of Crowe LLP as the company's independent registered public accounting firm for the fiscal year 2026. The Chair will entertain a motion that Crowe LLP be ratified as the company's independent registered public accounting firm for the 2026 fiscal year. Mr. Messick, he moves. Mr. Rice seconds. At this time, we will take questions relating to proposals 1, 2, and 3. If you have a question you haven't already submitted electronically, please do so now.
Mr. Chairman, there are no questions at this time.
Thank you, Mr. Dyckman. The vote will now be taken on all proposals. Remember, if you have previously voted by proxy, you do not need to vote again now. If you would like to cast your vote now, you may do so electronically. I will now pause the proceedings briefly to provide an opportunity for anyone who would like to cast their vote now. I now declare the polls closed. While the Judge is counting the votes, Tom Quinn, our President and Chief Executive Officer, Adam Metz, our Chief Operating Officer, and Neil Kalani, our Chief Financial Officer, will report on the results of the company. After their presentations, we will entertain questions from shareholders. Tom?
Thank you, Mr. Chairman. To continue to have the results that Orrstown has had, you have to have the right people aligned for success. Those individuals leading our organization, Adam Metz, Chief Operating Officer, Neil Kalani, Chief Financial Officer, Matt Alpert, Chief Wealth Officer, Dave Chajkowski, Chief Credit Officer, Ben Colvard, Chief Operations Officer, Bob Coradi, Chief Risk Officer, Amy Doll, Chief Administrative Officer, Matthew Dyckman, General Counsel, Philip Fague, Trust and Wealth Management, Jeff Gayman, Mortgage and Retail Banking, Josh Hocker, Market President, Dave Hornberger, Market President, Chris Holt, Market President, Mike Jaeger, Chief Experience Officer, Zach Khuri, Chief Revenue Officer, Heather Knisely, Chief Human Resources Officer, and Chris Orr, Chief Information Officer, have done an outstanding job in leading this organization. The average tenure of that team is 27 years.
They are well experienced on mergers and acquisitions, and it has been a key source of the additional talent we've achieved over the years. We do have a mix of new and seasoned employees, which brings diversity, experience, and a variety of viewpoints. The company was founded in 1919. It has an established track record of profitable growth. Forty-three full-time and limited service branches. Six hundred and fifty-two employees. We have $3.1 billion in assets under management. Common shares outstanding today are 19.5 million, and our tangible book value per common share is $25.21. You can see, after the Great Recession that the bank really focused on geographic diversity.
We have a strong market share in the legacy Orrstown market, in Central Pennsylvania, and then we have an Eastern market in Lancaster and Lebanon. We went through the merger with Codorus in York and Adams region, and then obviously expanded into the Baltimore market. Those four markets constitute a majority of our growth in the company. You can see the record profit and growth for successful acquisitions. You can see that in 2018, we acquired Community Bank of Mercersburg, 2019 Hamilton Bancorp, and then merged with Codorus Valley in 2024. All those have profound impact on the results of the company. As I said earlier, this is our seventh consecutive year of core earnings. Reported highest annual net income in the company's history.
Net income adjusted for merger-related charges was $82.9 million. Diluted EPS, as adjusted, was $4.28. We achieved an adjusted ROAA and ROAE of 1.53% and 15.13%, respectfully. We expanded our net interest margin due to the disciplined pricing strategies. Asset quality metrics remain strong and at the top of our peer group. Fully recognized expense saves anticipated from the merger with Codorus Valley. We enhanced post-merger capital ratios at a quicker pace than we had projected, and we made strategic investments in talent and technology during the year and expect to see the return on that investment in the coming years. Overall, we demonstrated our ability to maintain an interest margin near the top of the peers, enhance fee income, and create efficiencies while undergoing substantial integration and conversion efforts.
The next slide, you can see on page 13, our organization is very proud of it. As we reinstated the dividend, we have had a 329% increase, 17% compounded annual growth rate. We paid a consecutive quarterly dividend since May of 2015. The dividend has increased 14 times over the last 43 quarters. Annual growth rate of the dividend, as I said earlier, is 17%, and it remains the goal to reward our shareholders through dividends and shareholder value creation.
I'll turn it over to Neil Kalani to cover some of the additional financials. Neil?
Thank you, Tom. Good morning, everyone. Our growth story continued in 2025 as we reached $5.5 billion in total assets. We met or exceeded all targets we'd established for ourselves heading into the year. I'll be starting my discussion on slide 15. We reported net income of $80.9 million, or EPS of $4.18. After adjusting for merger expenses, as Tom noted, our net income was $82.9 million or EPS of $4.28. Net interest income increased by $45 million from 2024. Net interest margin increased by 12 basis points from the prior year to 4.04%. Our key financial ratios increased further in 2025. The efficiency ratio remains a key focus as we continue to seek opportunities for process improvements and automation to facilitate future growth.
Our ratios continue to grow at a healthy pace due to our earnings generation. Slide 16 covers our balance sheet highlights. Loans grew by $90 million or 2% annualized. We deliberately slowed down our commercial loan production early in the year as we focused on the overall risk profile of the loan portfolio. We took some actions to manage our commercial real estate concentration and to work out certain loans. Once this process was complete, our lending team returned its focus to originating loans, and we saw annualized loan growth of 4% in the second half of 2025. Deposits declined by $94 million in 2025, primarily due to maturities of higher- cost time deposits. This was anticipated and helped bring our funding costs down. On the credit side, we believe our credit quality is strong and overall risk management processes are effective.
Net charge-offs were minimal for the year. Our allowance coverage ratio ended it at 1.24% of loans. On slide 17, you can see the continued growth of our various earnings metrics. Our net interest margin and overall profitability remain near top of peers. Slide 18 notes our annual loan growth to $4 billion at December 31st, 2025, which has occurred at an annualized rate of 19% since 2020. We've demonstrated our ability to successfully grow both organically and through acquisitions. Our yield on loans remains solid at 6.42%. We expect to continue to grow the portfolio prudently at a consistent pace. Moving to slide 19, we had $4.5 billion of deposits at December 31st, 2025.
With the benefit of Fed rate reductions and decline in time deposits, our cost of deposits has come down to 1.98%. At December 31st, 2025, core deposits were 80% of the deposit balances and the loan- to- deposit ratio was 89%, which we believe is a good position to support future growth. As noted on slide 20, fee income increased to 21% of total operating revenue. Our wealth management team had another great year in 2025, recording $21.7 million of fee income. While wealth is the biggest component of fee income, we remain focused on expanding upon our other revenue streams. We saw good growth in service charges and swap fees as we continue to enhance our product offerings. Treasury management activity was very strong again and remains an area for further growth opportunities.
Finally, slide 21 references our approach for efficiency and optimization. Our efficiency ratio has come down to 58%, and our goal is to bring it down further. In addition to increased revenues, this can be done with our focus on innovation. We will invest in software to streamline processes and reporting to facilitate timely decision-making. Automated solutions, including opportunities with artificial intelligence to create efficiencies and enhance service levels, will be prioritized. As we assess and implement these options, we expect to see further reduction in the efficiency ratio moving forward. In summary, 2025 was a highly successful year for us in which we achieved and exceeded our objectives. The steps we took in 2025 and the key items to which we have transitioned our focus have positioned us very well to continue our growth trajectory. Thank you, and now I'll go to Adam.
Thanks, Neil, and good morning, everyone, and thank you for being a shareholder in Orrstown Bank. I wanted to spend a few minutes highlighting our current strategic focus. Every strategic decision we make begins with one question: How does this create durable value for our shareholders? As we look toward 2026, we identified six areas of strategic focus that balance near-term performance with long-term growth and strength. These priorities guide how we invest, how we operate, and how we grow. The first strategic area of focus is disciplined capital allocation and balance sheet optimization. We are focused on our framework to assess the best allocation of capital across organic growth, strategic investments, and shareholder returns, all to maximize long-term value. Next, risk management and organizational resilience. We lead with risk management, and we will continue to be proactive in making sure we are top of class in this area.
Next, sustainable growth in core banking. The team is focused on driving consistent loan and deposit growth through our relationship banking model, supported by top-tier talent and deep client engagement. Next, operational excellence. We are relentlessly improving processes and reducing complexity and enhancing productivity. Next is technology, data, and innovation. We continue to invest in digital capabilities, data infrastructure, and emerging technologies, all to improve decision-making, client experience, and operational efficiency. Lastly, strategic positioning and franchise expansion. We are exploring ways to enhance our market position through disciplined expansion while continuing to build upon what we believe is a differentiated and trusted brand. I will turn it back over to our Chairman.
Thank you, Tom, Adam, and Neil. We will now respond to any questions submitted by shareholders relating to the presentation.
Mr. Chairman, there are no questions at this time.
Thank you, Mr. Dyckman. I am pleased to report that the Judge has completed his count and will now read his report. Mr. Dyckman.
Mr. Chairman, as duly appointed Judge of Election, I have examined the proxies submitted and hereby confirm there are represented at this meeting by legal and valid proxies at least 15,064,235 shares of common stock of Orrstown Financial Services. This represents 76.78% of the total voting shares issued outstanding as of the record date. As the duly appointed Judge of Election, I hereby certify that I have counted the votes cast for election of four Class A directors to serve for a three-year term expiring in 2029. I have counted the votes in connection with the approval of the non-binding advisory vote on the compensation paid to our named executive officers, commonly referred to as say on pay, and a majority of the votes cast have been voted in favor of this proposal.
I have counted the votes cast in connection with the ratification of Crowe LLP to serve as the company's independent registered public accounting firm for the 2026 fiscal year. A majority of the votes cast at this meeting have been voted in favor of that proposal.
Thank you, Mr. Dyckman. The report of the Judge of Election confirms that a quorum is present at this meeting for all purposes. The report also shows that each nominee has been duly elected as a director of the company for a three-year term and that all other proposals have been approved. The report is accepted and approved and will be attached to the minutes of the meeting. There being no further business, a motion to adjourn is in order. Mr. Snoke moves. Mr. Giambalvo seconds. Those in favor signify by saying aye. Those opposed say no. The motion is carried. As you may know, this is Tom Quinn's last annual meeting of shareholders before his previously disclosed retirement on June 1st.
On behalf of the Board of Directors, I want to take this opportunity to thank Tom for his many contributions to Orrstown Bank over his 17 years with the company. Tom's leadership and vision have helped to transform Orrstown into a premier community bank with a track record of delivering exceptional service to its clients while building value for its shareholders. Due in large part to the strong foundation that Tom has helped to build, I am confident that Adam Metz, our accomplished Board of Directors, our talented executive team, and our 600+ dedicated employees will continue to lead Orrstown successfully into the future. With that, the annual meeting is adjourned. Thank you for participating.
This now concludes the meeting. Thank you for joining, and have a pleasant day.