---
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"
generated_at: "2026-06-01T00:20:08.638053+00:00"
event_type: "m_and_a"
sentiment: "positive"
materiality_score: 0.9
calibrated_materiality_score: 0.9
confidence: "high"
source: SEC EDGAR
---

# Orrstown completes merger with Codorus Valley; 0.875 exchange ratio, combined entity trades as ORRF

## Summary
- 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.

## SEC filing metadata
- 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
- event_type: m_and_a
- sentiment: positive
- materiality_score: 0.9
- calibrated_materiality_score: 0.9
- confidence: high
- sec_items: 2.01, 2.03, 5.02, 5.03, 8.01, 9.01
- 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

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001140361-24-031867
- JSON: https://secwatch.observer/filing/0001140361-24-031867.json
- Plain text: https://secwatch.observer/filing/0001140361-24-031867.txt

## Key facts
- Executive change
  Brian D. Brunner was appointed as Director at ORRSTOWN FINANCIAL SERVICES 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 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_url: https://www.sec.gov/Archives/edgar/data/826154/000114036124031867/0001140361-24-031867-index.htm
- Executive change
  Scott V. Fainor was appointed as Director at ORRSTOWN FINANCIAL SERVICES 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 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_url: https://www.sec.gov/Archives/edgar/data/826154/000114036124031867/0001140361-24-031867-index.htm
- Executive change
  J. Rodney Messick was appointed as Vice Chairman of the Orrstown Board at ORRSTOWN FINANCIAL SERVICES INC.
  - Action: appointed as Vice Chairman
  - Role: Vice Chairman of the Orrstown Board
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/826154/000114036124031867/0001140361-24-031867-index.htm
- Executive change
  Sarah M. Brown was appointed as Director at ORRSTOWN FINANCIAL SERVICES 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 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_url: https://www.sec.gov/Archives/edgar/data/826154/000114036124031867/0001140361-24-031867-index.htm
- Executive change
  Craig L. Kauffman was appointed as Director at ORRSTOWN FINANCIAL SERVICES 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 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_url: https://www.sec.gov/Archives/edgar/data/826154/000114036124031867/0001140361-24-031867-index.htm
- Executive change
  Thomas D. Longenecker resigned as Director at ORRSTOWN FINANCIAL SERVICES INC.
  - Action: resigned
  - Role: Director
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/826154/000114036124031867/0001140361-24-031867-index.htm
- Executive change
  John W. Giambalvo was appointed as Director at ORRSTOWN FINANCIAL SERVICES 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 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_url: https://www.sec.gov/Archives/edgar/data/826154/000114036124031867/0001140361-24-031867-index.htm
- Executive change
  Meera R. Modi resigned as Director at ORRSTOWN FINANCIAL SERVICES INC.
  - Action: resigned
  - Role: Director
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/826154/000114036124031867/0001140361-24-031867-index.htm
- Executive change
  Joel R. Zullinger was appointed as Class C Director at ORRSTOWN FINANCIAL SERVICES INC.
  - Action: resigned as Class A Director and reappointed as Class C Director
  - Role: Class C Director
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/826154/000114036124031867/0001140361-24-031867-index.htm
- Executive change
  Floyd E. Stoner resigned as Director at ORRSTOWN FINANCIAL SERVICES INC.
  - Action: resigned
  - Role: Director
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/826154/000114036124031867/0001140361-24-031867-index.htm
- Executive change
  J. Rodney Messick was appointed as Director at ORRSTOWN FINANCIAL SERVICES 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 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_url: https://www.sec.gov/Archives/edgar/data/826154/000114036124031867/0001140361-24-031867-index.htm
- Executive change
  Glenn W. Snoke was appointed as Class C Director at ORRSTOWN FINANCIAL SERVICES INC.
  - Action: resigned as Class A Director and reappointed as Class C Director
  - Role: Class C Director
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/826154/000114036124031867/0001140361-24-031867-index.htm
- Executive change
  Andrea L. Pugh resigned as Director at ORRSTOWN FINANCIAL SERVICES INC.
  - Action: resigned
  - Role: Director
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/826154/000114036124031867/0001140361-24-031867-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.