--- schema_version: "secwatch.filing_event.v1" accession: "0001140361-24-031866" form_type: "8-K" ticker: null cik: "0000806279" company_name: "CODORUS VALLEY BANCORP INC" filed_at: "2024-07-01T23:59:59+00:00" generated_at: "2026-06-01T00:19:40.350729+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 0.75 calibrated_materiality_score: 0.75 confidence: "high" source: SEC EDGAR --- # Codorus Valley completes merger with Orrstown; CVLY ceases to exist as independent company ## Summary - Each CVLY share converted to 0.875 ORRF shares; former CVLY holders represent ~44% of combined company. - CVLY stock delisted from NASDAQ as of July 2, 2024; trading suspended after June 28 close. - Combined company trades as ORRF on NASDAQ; six CVLY directors join Orrstown board (now 13 members). - Banks to operate under Orrstown and PeoplesBank brands initially; full systems integration expected Nov 2024. - Administrative HQ in Harrisburg, PA; operations center in York, PA. ## SEC filing metadata - accession: 0001140361-24-031866 - form_type: 8-K - cik: 0000806279 - company_name: CODORUS VALLEY BANCORP INC - filed_at: 2024-07-01T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 0.75 - calibrated_materiality_score: 0.75 - confidence: high - sec_items: 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 8.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/806279/000114036124031866/0001140361-24-031866-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/806279/000114036124031866/ef20031916_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001140361-24-031866 - JSON: https://secwatch.observer/filing/0001140361-24-031866.json - Plain text: https://secwatch.observer/filing/0001140361-24-031866.txt ## Key facts - Executive change Scott V. Fainor was appointed as director at CODORUS VALLEY BANCORP INC. - Action: appointed - Role: director source text: the six directors designated by Codorus Valley pursuant to the Merger Agreement, each of whom previously served as a member of the board of directors of Codorus Valley and PeoplesBank, and were appointed by the Orrstown Board and the Orrstown Bank Board, in each case effective as of the Effective Time, are as follows: Sarah M. Brown, Brian D. Brunner, Scott V. Fainor, John W. Giambalvo, Craig L. Kauffman and J. Rodney Messick. evidence_url: https://www.sec.gov/Archives/edgar/data/806279/000114036124031866/0001140361-24-031866-index.htm - Executive change John W. Giambalvo was appointed as director at CODORUS VALLEY BANCORP INC. - Action: appointed - Role: director source text: the six directors designated by Codorus Valley pursuant to the Merger Agreement, each of whom previously served as a member of the board of directors of Codorus Valley and PeoplesBank, and were appointed by the Orrstown Board and the Orrstown Bank Board, in each case effective as of the Effective Time, are as follows: Sarah M. Brown, Brian D. Brunner, Scott V. Fainor, John W. Giambalvo, Craig L. Kauffman and J. Rodney Messick. evidence_url: https://www.sec.gov/Archives/edgar/data/806279/000114036124031866/0001140361-24-031866-index.htm - Executive change J. Rodney Messick was appointed as director at CODORUS VALLEY BANCORP INC. - Action: appointed - Role: director source text: the six directors designated by Codorus Valley pursuant to the Merger Agreement, each of whom previously served as a member of the board of directors of Codorus Valley and PeoplesBank, and were appointed by the Orrstown Board and the Orrstown Bank Board, in each case effective as of the Effective Time, are as follows: Sarah M. Brown, Brian D. Brunner, Scott V. Fainor, John W. Giambalvo, Craig L. Kauffman and J. Rodney Messick. evidence_url: https://www.sec.gov/Archives/edgar/data/806279/000114036124031866/0001140361-24-031866-index.htm - Executive change Sarah M. Brown was appointed as director at CODORUS VALLEY BANCORP INC. - Action: appointed - Role: director source text: the six directors designated by Codorus Valley pursuant to the Merger Agreement, each of whom previously served as a member of the board of directors of Codorus Valley and PeoplesBank, and were appointed by the Orrstown Board and the Orrstown Bank Board, in each case effective as of the Effective Time, are as follows: Sarah M. Brown, Brian D. Brunner, Scott V. Fainor, John W. Giambalvo, Craig L. Kauffman and J. Rodney Messick. evidence_url: https://www.sec.gov/Archives/edgar/data/806279/000114036124031866/0001140361-24-031866-index.htm - Executive change Brian D. Brunner was appointed as director at CODORUS VALLEY BANCORP INC. - Action: appointed - Role: director source text: the six directors designated by Codorus Valley pursuant to the Merger Agreement, each of whom previously served as a member of the board of directors of Codorus Valley and PeoplesBank, and were appointed by the Orrstown Board and the Orrstown Bank Board, in each case effective as of the Effective Time, are as follows: Sarah M. Brown, Brian D. Brunner, Scott V. Fainor, John W. Giambalvo, Craig L. Kauffman and J. Rodney Messick. evidence_url: https://www.sec.gov/Archives/edgar/data/806279/000114036124031866/0001140361-24-031866-index.htm - Executive change Craig L. Kauffman was appointed as director at CODORUS VALLEY BANCORP INC. - Action: appointed - Role: director source text: the six directors designated by Codorus Valley pursuant to the Merger Agreement, each of whom previously served as a member of the board of directors of Codorus Valley and PeoplesBank, and were appointed by the Orrstown Board and the Orrstown Bank Board, in each case effective as of the Effective Time, are as follows: Sarah M. Brown, Brian D. Brunner, Scott V. Fainor, John W. Giambalvo, Craig L. Kauffman and J. Rodney Messick. evidence_url: https://www.sec.gov/Archives/edgar/data/806279/000114036124031866/0001140361-24-031866-index.htm - M&A Transactions CODORUS VALLEY BANCORP INC underwent a change of control involving Orrstown Financial Services, Inc. for 0.875 shares of Orrstown common stock per share of Codorus Valley common stock (closed 2024-07-01). - Action: change of control - Counterparty: Orrstown Financial Services, Inc. - Consideration: 0.875 shares of Orrstown common stock per share of Codorus Valley common stock - Closing: 2024-07-01 source text: (“ Codorus Valley ”) completed the previously announced merger of equals (the “ Merger ”) with Orrstown Financial Services, Inc. (“ Orrstown ”), pursuant to the Agreement and Plan of Merger (the “ Merger Agreement ”), dated as of December 12, 2023, by and between Orrstown and Codorus Valley. evidence_url: https://www.sec.gov/Archives/edgar/data/806279/000114036124031866/0001140361-24-031866-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.