{"schema_version":"secwatch.filing_event.v1","accession":"0001140361-24-031867","form_type":"8-K","ticker":"ORRF","cik":"0000826154","company_name":"ORRSTOWN FINANCIAL SERVICES INC","filed_at":"2024-07-01T23:59:59+00:00","discovered_at":"2026-05-14T18:03:15.990821+00:00","generated_at":"2026-06-01T00:20:08.638053+00:00","sec_items":["2.01","2.03","5.02","5.03","8.01","9.01"],"event_type":"m_and_a","sentiment":"positive","materiality_score":0.9,"calibrated_materiality_score":0.9,"confidence":"high","headline":"Orrstown completes merger with Codorus Valley; 0.875 exchange ratio, combined entity trades as ORRF","bullets":["Merger of equals completed July 1, 2024; CVLY shareholders receive 0.875 ORRF shares per share.","Combined company trades as ORRF; former CVLY shareholders own ~44% of combined entity.","Board expanded to 13 directors, including 6 from Codorus Valley; 4 ORRF directors resigned.","Craig Kauffman named EVP/COO, to succeed as CEO by June 1, 2025; base salary $600k, 10k RSU grant.","Orrstown assumed $41.3M in trust preferred and subordinated debt from Codorus Valley."],"urls":{"canonical":"https://secwatch.observer/filing/0001140361-24-031867","json":"https://secwatch.observer/filing/0001140361-24-031867.json","markdown":"https://secwatch.observer/filing/0001140361-24-031867.md","text":"https://secwatch.observer/filing/0001140361-24-031867.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/826154/000114036124031867/0001140361-24-031867-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/826154/000114036124031867/ef20031890_8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-01T00:20:08.638053+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"3dce7f8444","claim":"Brian D. Brunner was appointed as Director at ORRSTOWN FINANCIAL SERVICES INC.","evidence_excerpt":"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 Orrstown Bank Board, in each case effective as of the Effective Time, are as follows: Brian D. Brunner and Scott V. Fainor to Class A, Craig L. Kauffman and J. Rodney Messick to Class B and Sarah M. Brown and John W. Giambalvo to Class C","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/826154/000114036124031867/0001140361-24-031867-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"48e7f2981a","claim":"Scott V. Fainor was appointed as Director at ORRSTOWN FINANCIAL SERVICES INC.","evidence_excerpt":"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 Orrstown Bank Board, in each case effective as of the Effective Time, are as follows: Brian D. Brunner and Scott V. Fainor to Class A, Craig L. Kauffman and J. Rodney Messick to Class B and Sarah M. Brown and John W. Giambalvo to Class C","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/826154/000114036124031867/0001140361-24-031867-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"4edf608016","claim":"J. Rodney Messick was appointed as Vice Chairman of the Orrstown Board at ORRSTOWN FINANCIAL SERVICES INC.","evidence_excerpt":"pursuant to the Merger Agreement, effective as of the Effective Time, J. Rodney Messick, the former chairman of the Codorus Valley board of directors, was appointed as the Vice Chairman of the Orrstown Board and Orrstown Bank Board.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/826154/000114036124031867/0001140361-24-031867-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed as Vice Chairman"},{"label":"Role","value":"Vice Chairman of the Orrstown Board"}],"fact_type":"executive_change"},{"claim_id":"596db1890a","claim":"Sarah M. Brown was appointed as Director at ORRSTOWN FINANCIAL SERVICES INC.","evidence_excerpt":"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 Orrstown Bank Board, in each case effective as of the Effective Time, are as follows: Brian D. Brunner and Scott V. Fainor to Class A, Craig L. Kauffman and J. Rodney Messick to Class B and Sarah M. Brown and John W. Giambalvo to Class C","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/826154/000114036124031867/0001140361-24-031867-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"7cba3ee699","claim":"Craig L. Kauffman was appointed as Director at ORRSTOWN FINANCIAL SERVICES INC.","evidence_excerpt":"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 Orrstown Bank Board, in each case effective as of the Effective Time, are as follows: Brian D. Brunner and Scott V. Fainor to Class A, Craig L. Kauffman and J. Rodney Messick to Class B and Sarah M. Brown and John W. Giambalvo to Class C","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/826154/000114036124031867/0001140361-24-031867-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"8718ab0544","claim":"Thomas D. Longenecker resigned as Director at ORRSTOWN FINANCIAL SERVICES INC.","evidence_excerpt":"Thomas D. Longenecker, Meera R. Modi, Andrea L. Pugh and Floyd E. Stoner tendered their resignations as members of the Orrstown Board and Orrstown Bank Board and from all committees of the Orrstown Board and Orrstown Bank Board, in each case effective as of the Effective Time.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/826154/000114036124031867/0001140361-24-031867-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"89bfb6eb87","claim":"John W. Giambalvo was appointed as Director at ORRSTOWN FINANCIAL SERVICES INC.","evidence_excerpt":"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 Orrstown Bank Board, in each case effective as of the Effective Time, are as follows: Brian D. Brunner and Scott V. Fainor to Class A, Craig L. Kauffman and J. Rodney Messick to Class B and Sarah M. Brown and John W. Giambalvo to Class C","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/826154/000114036124031867/0001140361-24-031867-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"90d1c22ba4","claim":"Meera R. Modi resigned as Director at ORRSTOWN FINANCIAL SERVICES INC.","evidence_excerpt":"Thomas D. Longenecker, Meera R. Modi, Andrea L. Pugh and Floyd E. Stoner tendered their resignations as members of the Orrstown Board and Orrstown Bank Board and from all committees of the Orrstown Board and Orrstown Bank Board, in each case effective as of the Effective Time.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/826154/000114036124031867/0001140361-24-031867-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"a5defe0df0","claim":"Joel R. Zullinger was appointed as Class C Director at ORRSTOWN FINANCIAL SERVICES INC.","evidence_excerpt":"Glenn W. Snoke and Joel R. Zullinger, members of the Orrstown Board, resigned from each of their position as a Class A Director, subject to and conditioned upon each of their immediate reappointment as a Class C Director.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/826154/000114036124031867/0001140361-24-031867-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned as Class A Director and reappointed as Class C Director"},{"label":"Role","value":"Class C Director"}],"fact_type":"executive_change"},{"claim_id":"ab978120fa","claim":"Floyd E. Stoner resigned as Director at ORRSTOWN FINANCIAL SERVICES INC.","evidence_excerpt":"Thomas D. Longenecker, Meera R. Modi, Andrea L. Pugh and Floyd E. Stoner tendered their resignations as members of the Orrstown Board and Orrstown Bank Board and from all committees of the Orrstown Board and Orrstown Bank Board, in each case effective as of the Effective Time.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/826154/000114036124031867/0001140361-24-031867-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"bb20cdb12b","claim":"J. Rodney Messick was appointed as Director at ORRSTOWN FINANCIAL SERVICES INC.","evidence_excerpt":"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 Orrstown Bank Board, in each case effective as of the Effective Time, are as follows: Brian D. Brunner and Scott V. Fainor to Class A, Craig L. Kauffman and J. Rodney Messick to Class B and Sarah M. Brown and John W. Giambalvo to Class C","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/826154/000114036124031867/0001140361-24-031867-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"bfe86aee3d","claim":"Glenn W. Snoke was appointed as Class C Director at ORRSTOWN FINANCIAL SERVICES INC.","evidence_excerpt":"Glenn W. Snoke and Joel R. Zullinger, members of the Orrstown Board, resigned from each of their position as a Class A Director, subject to and conditioned upon each of their immediate reappointment as a Class C Director.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/826154/000114036124031867/0001140361-24-031867-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned as Class A Director and reappointed as Class C Director"},{"label":"Role","value":"Class C Director"}],"fact_type":"executive_change"},{"claim_id":"c32b475b2f","claim":"Andrea L. Pugh resigned as Director at ORRSTOWN FINANCIAL SERVICES INC.","evidence_excerpt":"Thomas D. Longenecker, Meera R. Modi, Andrea L. Pugh and Floyd E. Stoner tendered their resignations as members of the Orrstown Board and Orrstown Bank Board and from all committees of the Orrstown Board and Orrstown Bank Board, in each case effective as of the Effective Time.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/826154/000114036124031867/0001140361-24-031867-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}