M&A - ORRSTOWN FINANCIAL SERVICES INC

Form Type: DEF 14A

Filing Date: 2025-04-04

Corporate Action: Merger

Type: Update

Accession Number: 000082615425000092

Filing Summary: On July 1, 2024, Orrstown Financial Services, Inc. completed a merger of equals with Codorus Valley Bancorp, Inc., resulting in a community banking company with total assets of $5.4 billion. This merger involved the integration of Codorus Valley’s bank subsidiary into Orrstown Bank. The proxy statement invites shareholders to the 2025 Annual Meeting, highlighting key proposals including the election of five Class B directors, a non-binding advisory vote on executive compensation, approval of a new stock incentive plan, and ratification of Crowe LLP as the independent auditor for 2025. The document emphasizes the importance of shareholder votes, details voting methods, and outlines improvements in corporate governance and financial performance post-merger, including a significant increase in net income and total assets. The board encourages shareholder participation for the upcoming meeting scheduled for May 6, 2025.

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Form Type: 10-K

Filing Date: 2025-03-31

Corporate Action: Acquisition

Type: New

Accession Number: 000082615425000090

Filing Summary: Orrstown Financial Services Inc. reports significant developments regarding its financial performance for the fiscal year ending December 31, 2024. The company highlights a merger with Codorus Valley Bancorp Inc., aiming to enhance its market position and expand its asset base. This strategic acquisition is expected to yield operational efficiencies and broaden the customer base post-completion. Financials reveal improved income metrics, low asset delinquency rates, and robust capital ratios, emphasizing resilience in a fluctuating economic environment. Furthermore, effective risk management frameworks are discussed, reflecting on the anticipated compliance with evolving regulatory standards and the fundamental remit for sustainable growth.

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Form Type: NT 10-K

Filing Date: 2025-03-18

Corporate Action: Merger

Type: New

Accession Number: 000082615425000080

Filing Summary: Orrstown Financial Services, Inc. is filing a Notification of Late Filing for its Annual Report on Form 10-K for the year ended December 31, 2024, due to delays caused by the conversion of its core operating system related to its recent merger with Codorus Valley Bancorp, Inc. This delay hindered the collection of necessary information and documentation, making it impossible to complete the filing by the prescribed deadline. The company anticipates that the financial statements will be materially consistent with earlier disclosures from an earnings release dated January 31, 2025. The company expects to file the Form 10-K no later than fifteen calendar days following the due date. Additionally, forward-looking statements warn of potential discrepancies in expected financial results and completion timelines.

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