Organic-carbon–rich shales of the lower Marcellus Formation were deposited at the toe and basinward of a prograding clinothem associated with a Mahantango Formation delta complex centered near Harrisburg, Pennsylvania. Distribution of these organic-carbon–rich shales was influenced by shifts in the delta complex driven by changes in rates of accommodation creation and by a topographically high carbonate bank that formed along the Findlay-Algonquin arch during deposition of the Onondaga Formation. Specifically, we interpret the Union Springs member (Shamokin Member of the Marcellus Formation) and the Onondaga Formation as comprising a single third-order depositional sequence. The Onondaga Formation was deposited in the lowstand to transgressive systems tract, and the Union Springs member was deposited in the transgressive, highstand, and falling-stage systems tract. The regional extent of parasequences, systems tracts, and the interpreted depositional sequence suggest that base-level fluctuations were primarily caused by allogenic forcing—eustasy, climate, or regional thermal uplift or subsidence—instead of basement fault reactivation as argued by previous workers. Paleowater depths in the region of Marcellus Formation black mudrock accumulation were at least 330 ft (100 m) as estimated by differences in strata thickness between the northwestern carbonate bank and basinal facies to the southeast. Geochemical analysis indicates anoxic to euxinic bottom-water conditions. These conditions were supported by a deep, stratified basin with a lack of circulation.