On behalf of the boards of directors of Orrstown Financial Services, Inc. (“ORRF”) and Codorus Valley Bancorp, Inc., (“CVLY”), we are pleased to enclose the accompanying joint proxy statement/prospectus relating to the proposed merger of equals of ORRF and CVLY. We are requesting that you take certain actions as a holder of ORRF common stock (an “ORRF shareholder”) or as a holder of CVLY common stock (a “CVLY shareholder”).

On December 12, 2023, ORRF and CVLY entered into an agreement and plan of merger (as it may be amended, supplemented or modified from time to time in accordance with its terms, the “merger agreement”) pursuant to which ORRF and CVLY have agreed to combine their respective businesses. The transaction will create a bank holding company with approximately $5.3 billion in total assets, operating 51 branches in central and eastern Pennsylvania as well as Washington County and the greater Baltimore area in Maryland.

Under the merger agreement, CVLY will be merged with and into ORRF (the “merger”) with ORRF as the surviving corporation (the “combined company”). The parties intend to cause CVLY’s wholly-owned bank subsidiary, PeoplesBank, A Codorus Valley Company, a Pennsylvania chartered bank (“PeoplesBank”), to be merged with and into Orrstown Bank, a Pennsylvania chartered bank, which is the wholly-owned subsidiary of ORRF, with Orrstown Bank as surviving as the combined bank.

In the merger, CVLY shareholders will receive 0.875 shares of ORRF common stock, no par value, (“ORRF common stock”) for each share of CVLY common stock, par value $2.50 (“CVLY common stock”) (the “exchange ratio”) they own. Based on the closing price of ORRF common stock on the Nasdaq Stock Market (“Nasdaq”) on December 11, 2023, the last trading day before the public announcement of the merger, the exchange ratio represented approximately $21.31 in value for each share of CVLY common stock, representing merger consideration of approximately $207.0 million on an aggregate basis. ORRF shareholders will continue to own their existing shares of ORRF common stock following the merger.

The value of ORRF common stock at the time of the completion of the merger could be greater than, less than or the same as the value of ORRF common stock on the date of the accompanying joint proxy statement/prospectus. We urge you to obtain current market quotations of ORRF common stock (Nasdaq trading symbol “ORRF”) and CVLY common stock (Nasdaq trading symbol “CVLY”).

We expect that the merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended.

Based on the number of shares of CVLY common stock outstanding as of April 18, 2024, ORRF expects to issue approximately 8,556,178 shares of ORRF common stock to CVLY shareholders in the aggregate in the merger. We estimate that former CVLY shareholders will own approximately 44% and existing ORRF shareholders will own approximately 56% of the common stock of the combined company following the completion of the merger.

ORRF and CVLY will each hold a virtual special meeting of our respective shareholders in connection with the merger. At our respective special meetings, in addition to other business, ORRF will ask its shareholders to approve the issuance of shares of ORRF common stock to CVLY shareholders pursuant to the merger agreement and CVLY will ask its shareholders to approve the merger agreement and a proposal approving the merger-related compensation of the named executive officers of CVLY on a non-binding, advisory basis. ORRF and CVLY will ask their shareholders to approve a proposal to adjourn their respective special meetings to a later date or dates, if necessary, to permit further solicitation of proxies to approve the share issuance proposal and the CVLY merger proposal, as applicable. Information about these meetings and the merger is contained in this document and the joint proxy statement/prospectus. We urge you to read this document and the joint proxy statement/prospectus carefully and in their entirety.

The special meeting of ORRF shareholders will be held virtually via live webcast, on May 30, 2024 at 9:00 a.m., local time.

The special meeting of CVLY shareholders will be held virtually via live webcast, on May 30, 2024 at 8:30 a.m., local time.

Each of the boards of directors of ORRF and CVLY unanimously recommends that holders of common stock vote “FOR” each of the proposals to be considered at the respective special meetings. We strongly support this combination of our companies and join our boards of directors in their recommendations.

The accompanying joint proxy statement/prospectus provides you with detailed information about the merger agreement and the merger. It also contains or references information about ORRF and CVLY and certain related matters. You are encouraged to read the accompanying joint proxy statement/prospectus carefully. In particular, you should read the section entitled “Risk Factors” beginning on page 25 for a discussion of the risks you should consider in evaluating the proposed merger and how it will affect you. You can also obtain information about ORRF and CVLY from documents that have been filed with the Securities and Exchange Commission that are incorporated into the accompanying joint proxy statement/prospectus by reference.

On behalf of ORRF and CVLY, thank you for your prompt attention to this important matter.

 

To the shareholders of Orrstown Financial Services, Inc.:

On December 12, 2023, Orrstown Financial Services, Inc. (“ORRF”) and Codorus Valley Bancorp, Inc. (“CVLY”) entered into an agreement and plan of merger (as it may be amended, supplemented or modified from time to time in accordance with its terms, the “merger agreement”), pursuant to which CVLY will merge with and into ORRF (the “merger”), with ORRF as the surviving corporation. The parties intend to cause CVLY’s wholly-owned bank subsidiary, PeoplesBank, A Codorus Valley Company, a Pennsylvania chartered bank, to be merged with and into Orrstown Bank, a Pennsylvania chartered bank, which is the wholly-owned subsidiary of ORRF, with Orrstown Bank as the surviving bank. A copy of the merger agreement is attached as Appendix A to the accompanying joint proxy statement/prospectus of which this notice is a part.

NOTICE IS HEREBY GIVEN that we will hold a special meeting of shareholders of ORRF to be held virtually via live webcast, on May 30, 2024 at 9:00 a.m., local time. You will be able to attend the ORRF special meeting by visiting www.virtualshareholdermeeting.com/ORRF2024SM.

The ORRF special meeting is being held for the following purposes:

No other business may be conducted at the ORRF special meeting.

We have fixed the close of business on April 18, 2024 as the record date for the determination of shareholders entitled to notice of and to vote at the ORRF special meeting. Only holders of ORRF common stock of record at the close of business on that date will be entitled to notice of and to vote at the ORRF special meeting or any adjournment or postponement of the ORRF special meeting.

The ORRF board unanimously recommends that you vote “FOR” the ORRF share issuance proposal and “FOR” the ORRF adjournment proposal.

If you have any questions concerning the merger, would like additional copies of the joint proxy statement/prospectus or need help voting your shares of ORRF common stock, please contact our proxy solicitor, Alliance Advisors, LLC, by calling toll-free at (833) 814-9452, or via e-mail to orrf@allianceadvisors.com.

Your vote is very important. The merger cannot be completed unless the affirmative vote of a majority of votes cast at the ORRF special meeting by the holders of the outstanding shares of ORRF common stock present in person or represented by proxy and entitled to vote in favor of the ORRF share issuance proposal. Whether or not you plan to attend the ORRF special meeting, please promptly complete, sign, date and return your proxy card in the enclosed envelope or vote via the Internet or by mobile device pursuant to the instructions provided on the enclosed proxy card.

 

To the shareholders of Codorus Valley Bancorp, Inc.:

On December 12, 2023, Codorus Valley Bancorp, Inc. (“CVLY”) and Orrstown Financial Services, Inc. (“ORRF”) entered into an agreement and plan of merger (as it may be amended, supplemented or modified from time to time in accordance with its terms), pursuant to which CVLY will merge with and into ORRF (the “merger”), with ORRF as the surviving corporation. The parties intend to cause CVLY’s wholly-owned bank subsidiary, PeoplesBank, A Codorus Valley Company, a Pennsylvania chartered bank, to be merged with and into Orrstown Bank, a Pennsylvania chartered bank, which is the wholly-owned subsidiary of ORRF, with Orrstown Bank as the surviving bank. A copy of the merger agreement is attached as Appendix A to the accompanying joint proxy statement/prospectus of which this notice is a part.

NOTICE IS HEREBY GIVEN that we will hold a special meeting of shareholders of CVLY, to be held virtually via live webcast, on May 30, 2024 at 8:30 a.m., local time. You will be able to attend the CVLY special meeting by visiting www.virtualshareholdermeeting.com/CVLY2024SM.

The CVLY special meeting is being held for the following purposes:

No other business may be conducted at the CVLY special meeting.

We have fixed the close of business on April 18, 2024 as the record date for the determination of shareholders entitled to notice of and to vote at the CVLY special meeting. Only holders of CVLY common stock of record at the close of business on that date will be entitled to notice of and to vote at the CVLY special meeting or any adjournment or postponement of the CVLY special meeting. CVLY has determined that holders of CVLY common stock are not entitled to dissenters’ rights with respect to the proposed merger under the Pennsylvania Business Corporation Law of 1988, as amended.

CVLY’s board of directors unanimously recommends that you vote “FOR” the CVLY merger proposal, “FOR” the CVLY compensation proposal, and “FOR” the adjournment proposal.

If you have any questions concerning the merger, would like additional copies of the joint proxy statement/prospectus or need help voting your shares of CVLY common stock, please contact our proxy solicitor, Alliance Advisors, LLC, by calling toll-free at (833) 814-9448, or via e-mail to cvly@allianceadvisors.com.

Your vote is very important. The merger cannot be completed unless the holders of at least a majority of the votes cast by holders of CVLY common stock, present in person or by proxy, at the CVLY special meeting and entitled to vote thereon. Whether or not you plan to attend the CVLY special meeting, please promptly complete, sign, date and return your proxy card in the enclosed envelope or vote via the Internet or by telephone pursuant to the instructions provided on the enclosed proxy card. If your shares are held in the name of a bank, broker, trustee or other nominee, please follow the instructions on the voting instruction card furnished by such bank, broker, trustee or other nominee.

The accompanying joint proxy statement/prospectus incorporates by reference important business and financial information about ORRF and CVLY from documents that are not included in or delivered with the joint proxy statement/prospectus. This information is publicly available at the Securities and Exchange Commission’s EDGAR website at www.sec.gov and will be made available to you without charge upon your written or oral request. You can obtain the documents incorporated by reference in the joint proxy statement/prospectus free of charge by requesting them in writing or by telephone.

If you are an ORRF shareholder, you may contact ORRF or ORRF’s proxy solicitor at the following addresses or telephone numbers listed below:

If you are a CVLY shareholder, you may contact CVLY or CVLY’s proxy solicitor at the following addresses or telephone numbers listed below:

If you would like to request documents, please do so by May 16, 2024 in order to receive them before the applicable special meeting of shareholders.

For a more detailed description of the information incorporated by reference in the accompanying joint proxy statement/prospectus and how you may obtain it, see the section of the joint proxy statement/prospectus titled “Where You Can Find More Information” beginning on page 130.

You should only rely on the information contained or incorporated by reference into this document. We have not authorized anyone to provide shareholders of ORRF and CVLY with different information. The document is dated [•], 2024. Shareholders of ORRF and CVLY should not assume that information contained in this document is accurate as of any date other than that date. Neither the mailing of this document to ORRF or CVLY shareholders nor the issuance by ORRF of ORRF common stock in connection with the transactions contemplated by the merger agreement will create any implication to the contrary.

This joint proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy any securities, or the solicitation of a consent, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction. Information contained in, or incorporated by reference into, this joint proxy statement/prospectus regarding ORRF has been provided by ORRF and information contained in, or incorporated by reference into, this joint proxy statement/prospectus regarding CVLY has been provided by CVLY.

The following questions and answers are intended to address briefly some commonly asked questions regarding the Orrstown Financial Services, Inc. (“ORRF”) special meeting (the “ORRF special meeting”) and the Codorus Valley Bancorp, Inc. (“CVLY”) special meeting (the “CVLY special meeting”). These questions and answers may not address all questions that may be important to you as a ORRF or CVLY shareholder. To more fully understand the merger, the ORRF special meeting and the CVLY special meeting, you should read this entire joint proxy statement/prospectus, including the materials attached as appendices, as well as the documents that have been incorporated by reference into this joint proxy statement/prospectus.

In order to complete the merger, among other things:

ORRF is holding the virtual ORRF special meeting to obtain approval of the ORRF share issuance proposal.

In addition, ORRF shareholders will be asked to approve a proposal to adjourn the ORRF special meeting to a later date or dates, if necessary, to permit further solicitation of proxies if there are not sufficient votes at the time of the ORRF special meeting to approve the ORRF share issuance proposal (the “ORRF adjournment proposal”).

CVLY is holding a virtual special meeting of CVLY shareholders (the “CVLY special meeting”) to obtain approval of the CVLY merger proposal.

In addition, CVLY shareholders will be asked to approve, on a non-binding, advisory basis, the compensation payable to the named executive officers of CVLY in connection with the merger (the “CVLY compensation proposal”) and to approve a proposal to adjourn the CVLY special meeting to a later date or dates, if necessary, to permit further solicitation of proxies if there are not sufficient votes at the time of the CVLY special meeting to approve the CVLY merger proposal (the “CVLY adjournment proposal”).

This document is also a prospectus that is being delivered to CVLY shareholders because, pursuant to the merger agreement, ORRF is offering shares of ORRF common stock to CVLY shareholders.

We have included in this joint proxy statement/prospectus important information about the merger, the merger agreement, a copy of which is included as Appendix A to this joint proxy statement/prospectus, the ORRF proxy solicitation and the CVLY proxy solicitation. You should read this information carefully and in its entirety. Your vote is important and we encourage you to submit your proxy as soon as possible.

Each share of CVLY common stock, par value $2.50 per share (“CVLY common stock”), issued and outstanding immediately prior to the effective time of the merger (the “effective time”) will be canceled

and converted into the right to receive 0.875 shares (the “exchange ratio”) of ORRF common stock (the “merger consideration”), as further described in the section entitled “The Merger Agreement — Merger Consideration” beginning on page 90.

After completion of the merger, (i) CVLY will no longer be a public company and will cease to exist, (ii) CVLY common stock will be delisted from the Nasdaq Stock Market (“Nasdaq”) and will cease to be publicly traded, and (iii) CVLY common stock will be deregistered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). After the completion of the merger, ORRF shareholders will continue to own their existing shares of ORRF common stock. See the information provided in the section entitled “The Merger — Structure of the Merger” beginning on page 44 and the merger agreement for more information about the merger.

The CVLY special meeting will be held virtually via live webcast, on May 30, 2024 at 8:30 a.m., local time. CVLY shareholders will not be able to attend the meeting in person.

At the CVLY special meeting, CVLY shareholders will be asked to consider and vote on the following proposals:

In order to complete the merger, among other things, ORRF shareholders must approve the ORRF share issuance proposal (the “ORRF shareholder approval”) and CVLY shareholders must approve the CVLY merger proposal (the “CVLY shareholder approval”). None of the approvals of the ORRF adjournment proposal, the CVLY compensation proposal or the CVLY adjournment proposal is a condition to the obligations of ORRF or CVLY to complete the merger.

(without interest) determined by multiplying such fractional interest by the average closing price per share of ORRF common stock, as reported on Nasdaq (as reported in The Wall Street Journal or, if not reported therein, in another authoritative source), for the ten consecutive trading days ending on the fifth business day immediately prior to the closing date of the merger (the “ORRF average share price”), rounded to the nearest whole cent.

All timed-based restricted stock awards and time-based restricted stock unit awards granted under the CVLY Equity Plans will vest in full and all such shares CVLY common stock will be considered outstanding shares for all purposes of the merger agreement. In addition, all performance-based restricted stock awards and performance-based restricted stock unit awards granted under the CVLY Equity Plans will vest at the greater of (i) an assumed achievement of all relevant performance goals at the “target” level or (ii) the actual level of achievement of all relevant performance goals against target as of CVLY’s last fiscal quarter preceding the closing date of the merger and the award will become vested pro rata based on the portion of the applicable performance period completed through the closing date of the merger.

the occurrence thereof) and adopt all required compliance amendments pursuant to written resolutions, the form and substance of which will be reasonably satisfactory to ORRF. If the CVLY 401(k) plan is terminated, ORRF agrees to permit participants in the CVLY 401(k) plan who are CVLY employees to roll over their account balances and outstanding loan balances from such plan to ORRF’s 401(k) plan, and such CVLY employees who satisfy the eligibility requirements of ORRF’s 401(k) plan (taking into account credit for prior years of service with CVLY pursuant to the merger agreement, other than for purposes of profit-sharing contribution) will be eligible to immediately participate in ORRF’s 401(k) plan. Prior to the closing, ORRF will take such other actions (including, without limitation, amending ORRF’s 401(k) plan) as may be required to effect the 401(k) provisions contemplated thereby.

See the sections entitled “The Merger — ORRF’s Reasons for the Merger; Recommendation of the ORRF Board” beginning on page 50 for a more detailed discussion of the ORRF board’s recommendations and reasons therefor. In addition, certain of ORRF’s officers and directors have financial interests in the transactions contemplated by the merger agreement that are different from, or in addition to, the interests of ORRF shareholders. These interests are described in more detail in the section titled “The Merger — Interests of Certain ORRF Directors and Executive Officers in the Merger” beginning on page 75.

See the sections entitled “The Merger — CVLY’s Reasons for the Merger; Recommendation of the CVLY Board” beginning on page 53 for a more detailed discussion of the CVLY board’s recommendations and reasons therefor. In addition, certain of CVLY’s officers and directors have financial interests in the transactions contemplated by the merger agreement that are different from, or in addition to, the interests of CVLY’s shareholders. These interests are described in more detail in the section entitled “The Merger — Interests of Certain CVLY Directors and Executive Officers in the Merger” beginning on page 78.

ORRF shareholders are entitled to one vote for each share of ORRF common stock held as of the ORRF record date. As of the close of business on the ORRF record date, there were 10,704,599 outstanding shares of ORRF common stock.

Attendance at the ORRF special meeting is not required to vote. See below and the section entitled “The ORRF Special Meeting — How to Vote Shares of ORRF Common Stock” beginning on page 32 for instructions on how to vote your shares of ORRF common stock without attending the ORRF special meeting.

CVLY shareholders are entitled to one vote for each share of CVLY common stock held as of the CVLY record date. As of the close of business on the CVLY record date, there were 9,662,378 outstanding shares of CVLY common stock.

Attendance at the CVLY special meeting is not required to vote. See below and the section entitled “The CVLY Special Meeting — How to Vote Shares of CVLY Common Stock” beginning on page 38 for instructions on how to vote your shares of CVLY common stock without attending the CVLY special meeting.

ORRF Proposal 2 — The ORRF Adjournment Proposal. Approval of the ORRF adjournment proposal requires the affirmative vote of a majority of the votes cast at the ORRF special meeting by the shareholders present in person or represented by proxy and entitled to vote. If you fail to submit a proxy or vote in person at the ORRF special meeting, mark “ABSTAIN” on your proxy or fail to instruct your bank, broker or other nominee with respect to the ORRF adjournment proposal, it will have no effect on such proposal (assuming a quorum is present).

CVLY Proposal 2 — The CVLY Compensation Proposal. Approval of the CVLY non-binding, advisory compensation proposal requires the affirmative vote of at least a majority of the votes cast by holders of

CVLY common stock, present in person or by proxy, at the CVLY special meeting and entitled to vote thereon. If you fail to submit a proxy or to vote in person at the CVLY special meeting, mark “ABSTAIN” on your proxy or submit as a broker non-vote with respect to the CVLY compensation proposal, it will have the same effect as a vote “AGAINST” such proposal.

CVLY Proposal 3 — The CVLY Adjournment Proposal. Approval of the CVLY adjournment proposal requires the affirmative vote of at least a majority of the votes cast by holders of CVLY common stock, present in person or by proxy, at the CVLY special meeting and entitled to vote thereon. If a quorum is present at the CVLY special meeting, if you fail to submit a proxy or to vote in person at the CVLY special meeting, mark “ABSTAIN” on your proxy or fail to instruct your bank, broker or submit as a broker non-vote with respect to the CVLY adjournment proposal, it will have the same effect as a vote “AGAINST” such proposal. In the absence of a quorum at the CVLY special meeting, if you are present by participation at the CVLY special meeting and abstain from voting, or respond by proxy with an “ABSTAIN”, it will have no effect on the outcome of the CVLY adjournment proposal.

Beneficial Owners. If you hold shares in a brokerage or other account in “street name,” you are a “beneficial owner” and your shares may be voted at the ORRF special meeting or the CVLY special meeting, as applicable, by you as described below. If you choose to vote your shares virtually at the respective special meeting via the applicable special meeting website, you will need the control number, as described below.

ORRF Special Meeting. To participate in the ORRF special meeting, visit www.virtualshareholdermeeting.com/ORRF2024SM. ORRF shareholders may log into the meeting platform beginning at 8:45 a.m., local time, on May 30, 2024. The live webcast will begin promptly at 9:00 a.m., local time. ORRF shareholders are encouraged to access the ORRF special meeting website prior to the start of the meeting and to allow sufficient time to complete the online registration process. You should plan to have your proxy card available when you vote, as you will need the number that is printed in the box on the proxy card marked by the arrow. This is your control number.

CVLY Special Meeting. To participate in the CVLY special meeting, visit www.virtualshareholdermeeting.com/CVLY2024SM. CVLY shareholders may log into the meeting platform beginning at 8:15 a.m., local time, on May 30, 2024. The live webcast will begin promptly at 8:30 a.m., local time. CVLY shareholders are encouraged to access the CVLY special meeting website prior to the start of the meeting and to allow sufficient time to complete the online registration process. You should plan to have your proxy card available when you vote, as you will need the number that is printed in the box on the proxy card marked by the arrow. This is your control number.

ORRF and CVLY recommend that you vote your shares in advance as described below so that your vote will be counted if you later decide not to or become unable to attend the respective special meeting.

Additional information on attending the virtual special meetings can be found under the section entitled “The ORRF Special Meeting — Participating in the ORRF Special Meeting” on page 32 and under the section entitled “The CVLY Special Meeting — Attending the CVLY Special Meeting” on page 38.

Additional information on voting procedures can be found under the section entitled “The ORRF Special Meeting — Participating in the ORRF Special Meeting” on page 32 and under the section entitled “The CVLY Special Meeting — Attending the CVLY Special Meeting” on page 38.

For purposes of the CVLY special meeting, an abstention occurs when a CVLY shareholder attends the CVLY special meeting and does not vote or returns a proxy with an “ABSTAIN” instruction. In the event that a quorum is present, abstentions and broker non-votes of shares of CVLY common stock will have the same effect as a vote “AGAINST” the CVLY merger proposal, the CVLY compensation proposal, and the CVLY adjournment proposal at the CVLY special meeting. In the absence of a quorum at the CVLY special meeting, if you are present by participation at the CVLY special meeting and abstain from voting, or respond by proxy with an “ABSTAIN”, it will have no effect on the outcome of the CVLY adjournment proposal.

As inducement for CVLY to enter into the merger agreement, each director and executive officer of ORRF, who own in the aggregate approximately 5.2% of the outstanding shares of ORRF common stock, as of the ORRF record date, entered into a voting agreement with CVLY pursuant to which he or she agreed, among other things, to vote their shares of ORRF common stock in favor of the issuance of ORRF common stock to CVLY shareholders as the merger consideration and any other matters required to be approved by ORRF’s shareholders for the consummation of the merger (the “ORRF voting agreement”). These shareholders also agreed to certain restrictions on their ability to transfer their shares of ORRF common stock pursuant to each of their ORRF voting agreements except as contemplated thereby or by the merger agreement. The ORRF voting agreement is substantially in the form included as Exhibit B to the merger agreement.

As inducement for ORRF to enter into the merger agreement, each director and executive officer of CVLY, who own in the aggregate approximately 3.1% of the outstanding shares of CVLY common stock as of the CVLY record date, entered into a voting agreement with ORRF pursuant to which he or she agreed, among other things, to vote their shares of CVLY common stock in favor of the adoption and approval of the merger agreement and the transactions contemplated thereby (including the merger) and any other matter required to be approved by CVLY shareholders for the consummation of the merger (the “CVLY voting agreement,” and together with the ORRF voting agreement, the “voting agreements”). These shareholders also agreed to certain restrictions on their ability to transfer their shares of CVLY common stock pursuant to each of their CVLY voting agreements, except as contemplated thereby or by the merger agreement. The CVLY voting agreement is substantially in the form included as Exhibit A to the merger agreement.

For ORRF shareholders, you must give written notice of revocation to Secretary, Orrstown Financial Services, Inc., 77 East King Street, Shippensburg, Pennsylvania 17257, submit another properly signed proxy with a more recent date, or vote online or by mobile device at the ORRF special meeting after giving notice to the secretary. Please note that simply participating in the ORRF special meeting in person without voting will not revoke your proxy.

You may revoke a proxy for shares held by a bank, broker, or other nominee by submitting new voting instructions to the bank, broker, or other nominee or, if you have obtained a legal proxy from the bank, broker, or other nominee giving you the right to vote the shares at the ORRF special meeting, by following the voting instructions provided in the legal proxy.

For CVLY shareholders, if you are a shareholder of record, the CVLY shareholder can revoke a proxy by:

If you have instructed a bank, broker or other nominee to vote your shares of CVLY common stock, you must follow directions received from the bank, broker or other nominee to change his or her vote. Revocation of a proxy or a later-dated proxy received by CVLY after the vote will not affect the vote. Attendance at the CVLY special meeting will not, in and of itself, constitute revocation of a proxy.

ORRF’s and CVLY’s obligations to complete the merger is conditioned on the receipt of a legal opinion to the effect that the merger will so qualify. Assuming the merger qualifies as a reorganization, subject to the limitations and more detailed discussion set forth in the section entitled “Material U.S. Federal Income Tax Consequences of the Merger” beginning on page 106, CVLY shareholders generally will not recognize any gain or loss for U.S. federal income tax purposes on the exchange of their CVLY common stock for ORRF common stock in the merger, except for any gain or loss that may result from the receipt of cash in lieu of a fractional share of ORRF common stock.

CVLY shareholders who receive cash in lieu of fractional shares will be treated as having received the fractional share and then having the fractional share redeemed by ORRF for cash. Accordingly, a portion of their adjusted basis in shares of CVLY common stock surrendered pursuant to the merger will be allocated to the fractional share which is deemed to have been received and the CVLY shareholder will recognize gain or loss in an amount equal to the difference between the cash received for the fractional share and his or her adjusted basis allocable to that fractional share.

The tax consequences of the merger to a particular CVLY shareholder will depend in part on such shareholder’s individual circumstances. Accordingly, each CVLY shareholder is urged to consult his or her own tax advisor for a full understanding of the tax consequences of the merger to such shareholder, including the applicability and effect of U.S. federal, state, local and foreign income and other tax laws.

For further information concerning the U.S. federal income tax consequences of the merger, see the section entitled “Material U.S. Federal Income Tax Consequences of the Merger” beginning on page 106.

completed. If you sell or otherwise transfer your shares of ORRF common stock or CVLY common stock, as applicable, after the applicable record date but before the date of the applicable special meeting, you will retain your right to vote at such special meeting (provided that such shares remain outstanding on the date of such special meeting), but, with respect to CVLY common stock, you will not have the right to receive the merger consideration to be received by CVLY shareholders in connection with the merger. In order to receive the merger consideration, you must hold your shares of CVLY common stock through the completion of the merger.

Record Holders. For shares held directly, please complete, sign, date and return each proxy card (or cast your vote by telephone or the Internet as provided on each proxy card) or otherwise follow the voting instructions provided in this joint proxy statement/prospectus in order to ensure that all of your shares of ORRF common stock or CVLY common stock are voted.

Beneficial Owners. For shares held in “street name” through a bank, broker, trustee or other nominee, you should follow the procedures provided by your bank, broker, trustee or other nominee in order to vote your shares.

If you are a CVLY shareholder and have any questions concerning the merger or joint proxy statement/prospectus, would like additional copies of the joint proxy statement/prospectus or need help voting your shares of CVLY common stock, please contact CVLY’s proxy solicitor, Alliance Advisors, LLC, by calling toll-free at (833) 814-9448, or via e-mail to cvly@allianceadvisors.com.

This joint proxy statement/prospectus, including the information incorporated by reference, contains statements that may be considered forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (“Securities Act”), and Section 21E of the Exchange Act. These statements, which are based on certain current assumptions, can generally be identified by the use of the words “may,” “will,” “should,” “could,” “would,” “plan,” “potential,” “estimate,” “project,” “believe,” “intend,” “anticipate,” “expect,” “target” and similar expressions. ORRF and CVLY intend these forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and are including this statement for purposes of complying with these safe harbor provisions. You should read statements that contain these words carefully because they discuss the relevant company’s future expectations, contain projections of the relevant company’s future results of operations or financial condition, or state other “forward-looking” information.

The following factors, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in the forward-looking statements:

Because these forward-looking statements are subject to assumptions and uncertainties, ORRF’s and CVLY’s actual results may differ materially from those expressed or implied by these forward-looking statements. These forward-looking statements are predicated on the beliefs and assumptions of the management of each of ORRF and CVLY based on information known to them as of the date of this joint proxy statement/prospectus. ORRF and CVLY shareholders are cautioned not to place undue reliance on these statements, which speak only as of the date of this joint proxy statement/prospectus.

For any forward-looking statements made in this joint proxy statement/prospectus or in any documents incorporated by reference into this joint proxy statement/prospectus, ORRF and CVLY claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act, and Section 21E of the Exchange Act. You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this joint proxy statement/prospectus or the dates of the documents incorporated by reference in this joint proxy statement/prospectus. Annualized, pro forma, projected and estimated numbers are used for illustrative purposes only, are not forecasts and may not reflect actual results. Except as required by applicable law, neither ORRF nor CVLY undertakes to update these forward-looking statements to reflect facts, circumstances, assumptions or events that occur after the date the forward-looking statements are made.

For additional information about factors that could cause actual results to differ materially from those described in the forward-looking statements, please see the reports that ORRF and CVLY have filed with the SEC as described under the section entitled “Where You Can Find More Information” beginning on page 130.

All subsequent written and oral forward-looking statements concerning the merger or other matters addressed in this joint proxy statement/prospectus and attributable to ORRF or CVLY or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section.

In addition to the other information included and incorporated by reference into this joint proxy statement/prospectus, including the matters addressed in the section entitled “Cautionary Note Regarding Forward-Looking Statements” beginning on page 23, you should be aware of and carefully consider the following risks and uncertainties that are applicable to the merger agreement, the merger, ORRF and CVLY before deciding whether to vote for (i) if you are a ORRF shareholder, the ORRF share issuance proposal and the ORRF adjournment proposal, if necessary, to solicit additional proxies to approve the ORRF share issuance proposal, or (ii) if you are a CVLY shareholder, the CVLY merger proposal, the CVLY compensation proposal, and the CVLY adjournment proposal, if necessary, to solicit additional proxies in favor of the proposal to approve the merger and the other transactions contemplated by the merger agreement. You should also consider the risks relating to the businesses of ORRF and ownership of ORRF common stock contained in Part I, Item 1A of ORRF’s Annual Report on Form 10-K for the year ended December 31, 2023 and risks relating to the businesses of CVLY and the ownership of CVLY common stock contained in Part I, Item 1A of CVLY’s Annual Report on Form 10-K for the year ended December 31, 2023, as well as any subsequent documents filed by ORRF or CVLY with the SEC, which are incorporated into this joint proxy statement/prospectus by reference. See the section entitled “Where You Can Find More Information” beginning on page 130.

Upon the effective time, each share of CVLY common stock issued and outstanding will be canceled and converted into the right to receive the merger consideration, consisting of 0.875 shares of ORRF common stock, plus cash in lieu of any fractional share interest. This exchange ratio is fixed and will not be adjusted for changes in the market price of either ORRF common stock or CVLY common stock. Changes in the price of ORRF common stock between now and the effective time will affect the value that CVLY shareholders will receive in the merger. Neither ORRF nor CVLY is permitted to terminate the merger agreement as a result of any increase or decrease in the market price of ORRF common stock or CVLY common stock.

Stock price changes may result from a variety of factors, including general market and economic conditions, changes in ORRF’s and CVLY’s businesses, operations and prospects, the performance of peer companies and other financial companies, volatility in the prices of securities in global financial markets, including market prices of ORRF, CVLY and other public traded banking companies as well as changes in applicable laws and regulations, many of which are beyond ORRF’s and CVLY’s control. Therefore, at the time of the ORRF special meeting and the CVLY special meeting, ORRF shareholders and CVLY shareholders will not know the market value of the merger consideration that CVLY shareholders will receive at the effective time. You should obtain current market quotations for shares of ORRF common stock (Nasdaq: ORRF) and for shares of CVLY common stock (Nasdaq: CVLY).

Upon completion of the merger, holders of CVLY common stock will become holders of ORRF common stock. ORRF’s business differs from that of CVLY’s, and certain adjustments may be made to ORRF’s business as a result of the merger. Accordingly, the financial condition, results of operations of the combined company and the market price of ORRF common stock after the completion of the merger may be affected by factors different from those currently affecting the financial condition and results of operations of CVLY or ORRF on a standalone basis. For a discussion of the businesses of ORRF and CVLY and of certain factors to consider in connection with those businesses, see the documents incorporated by reference in this joint proxy statement/prospectus and referred to under the section entitled “Where You Can Find More Information” beginning on page 130.

Each of the opinion of Raymond James, ORRF’s financial advisor, to the ORRF board and the opinion of KBW, CVLY’s financial advisor, to the CVLY board, was delivered on and dated December 12, 2023. Changes in the

operations and prospects of ORRF or CVLY, general market and economic conditions and other factors that may be beyond the control of ORRF and CVLY may alter the value of ORRF or CVLY or the market price for shares of ORRF common stock or CVLY common stock as of the date of this joint proxy statement/prospectus, or may alter such values and prices by the effective time. Neither the opinion delivered by Raymond James to the ORRF board, nor the opinion delivered by KBW to the CVLY, board speaks as of any date other than the date of such opinion. Raymond James’s opinion is attached as Appendix B to this joint proxy statement/prospectus and KBW’s opinion is attached as Appendix C to this joint proxy statement/prospectus. For a description of Raymond James’s opinion, see the section entitled “The Merger — Opinion of ORRF’s Financial Advisor” beginning on page 56. For a description of KBW’s opinion, see the section entitled “The Merger — Opinion of CVLY’s Financial Advisor” beginning on page 63. For a description of the other factors considered by the ORRF board in determining to approve the merger, see the section entitled “The Merger — ORRF’s Reasons for the Merger” beginning on page 50. For a description of the other factors considered by the CVLY board in determining to approve the merger, see the section entitled “The Merger — CVLY’s Reasons for the Merger” beginning on page 53.

ORRF and CVLY have incurred and expect to incur a number of non-recurring costs associated with the merger. These costs include legal, financial advisory, accounting, consulting and other advisory fees, severance/employee benefit-related costs, public company filing fees and other regulatory fees, financial printing and other printing costs and other related costs. Some of these costs are payable by either ORRF or CVLY regardless of whether the merger is completed.

In addition, the combined company will incur integration costs following the completion of the merger as ORRF and CVLY integrate their businesses, including facilities and systems consolidation costs and employment-related costs. ORRF and CVLY may also incur additional costs to maintain employee morale and to retain key employees. There are a large number of processes, policies, procedures, operations, technologies and systems that may need to be integrated, including purchasing, accounting and finance, payroll, compliance, treasury management, branch operations, vendor management, risk management, lines of business, pricing and benefits. While ORRF and CVLY have assumed that a certain level of costs will be incurred, there are many factors beyond their control that could affect the total amount or the timing of the integration costs. Moreover, many of the costs that will be incurred are, by their nature, difficult to estimate accurately. These integration costs may result in the combined company taking charges against earnings following the completion of the merger, and the amount and timing of such charges are uncertain at present. There can be no assurances that the expected benefits and efficiencies related to the integration of the businesses will be realized to offset these transaction and integration costs over time.

This is a merger transaction combining two financial institutions of relatively similar asset size. The success of the merger will depend on, among other things, the ability to realize the anticipated cost savings from combining the businesses of ORRF and CVLY. To realize the anticipated benefits and cost savings from the merger, ORRF and CVLY must successfully integrate and combine their businesses in a manner that permits those cost savings to be realized without adversely affecting current revenues and future growth. If ORRF and CVLY are not able to successfully achieve these objectives, the anticipated benefits of the merger may not be realized fully or at all or may take longer to realize than expected. In addition, the actual cost savings of the merger could be less than anticipated, and integration may result in additional and unforeseen expenses.

An inability to realize the full extent of the anticipated benefits of the merger and the other transactions contemplated by the merger agreement, as well as any delays encountered in the integration process, could have an adverse effect upon the revenues, levels of expenses and operating results of the combined company following the completion of the merger, which may adversely affect the value of the common stock of the combined company following the completion of the merger.

ORRF and CVLY have operated and, until the effective time, will continue to operate, independently. It is possible that the integration process could result in the loss of key employees, the disruption of each company’s ongoing businesses or inconsistencies in standards, controls, procedures and policies that adversely affect the

companies’ ability to maintain relationships with clients, customers, depositors and employees or to achieve the anticipated benefits of the merger. Integration efforts between the two companies could also divert management attention and resources. These integration matters could have an adverse effect on each of ORRF and CVLY during the transition period and on the combined company following completion of the merger.

Furthermore, the board of directors and executive leadership of the combined company will consist of former directors and executive officers from each of ORRF and CVLY. Combining the boards of directors and management teams of each company into a single board and a single management team could require the reconciliation of differing priorities and philosophies.

Following the merger, the size of the business of the combined company will increase beyond the current size of either ORRF’s or CVLY’s business. The combined company’s future success will depend, in part, upon its ability to manage this expanded business, which may pose challenges for management, including challenges related to the management and monitoring of new operations and associated increased costs and complexity. The combined company may also face increased scrutiny from governmental authorities as a result of the increased size of its business. There can be no assurances that the combined company will be successful or that it will realize the expected operating efficiencies, revenue enhancement or other benefits currently anticipated from the merger.

The success of the merger will depend in part on the combined company’s ability to retain the talents and dedication of key employees currently employed by ORRF and CVLY. It is possible that these employees may decide not to remain with ORRF or CVLY, as applicable, while the merger is pending or with the combined company after the merger is consummated. If ORRF and CVLY are unable to retain key employees, including management, who are critical to the successful integration and future operations of the companies, ORRF and CVLY could face disruptions in their operations, loss of existing customers, loss of key information, expertise or know-how and unanticipated additional recruitment costs. In addition, following the merger, if key employees terminate their employment, the combined company’s business activities may be adversely affected, and management’s attention may be diverted from successfully hiring suitable replacements, all of which may cause the combined company’s business to suffer. ORRF and CVLY also may not be able to locate or retain suitable replacements for any key employees who leave either company. See the section entitled “The Merger Agreement — Governance of the Combined Company” beginning on page 85.

The unaudited pro forma combined consolidated financial data contained in this joint proxy statement/prospectus is presented for illustrative purposes only, is based on various adjustments, assumptions and preliminary estimates and may not be an indication of the combined company’s financial condition or results of operations following the merger. The actual financial condition and results of operations of the combined company following the merger may not be consistent with, or evident from, the unaudited pro forma combined consolidated financial data.

In addition, the unaudited pro forma combined consolidated financial information reflects adjustments, which are based upon preliminary estimates, to record CVLY’s identifiable assets acquired and liabilities assumed at fair value and the resulting preliminary bargain purchase gain recognized. The transaction accounting adjustments reflected in this joint proxy statement/prospectus are preliminary, and the final transaction accounting adjustments will be based upon the actual purchase price and the fair value of the assets and liabilities of CVLY as of the date of the completion of the merger. Accordingly, the actual value of the merger consideration may vary significantly from the value used in preparing the unaudited pro forma combined consolidated financial information in this joint proxy statement/prospectus and the final acquisition accounting adjustments may differ materially from the transaction accounting adjustments reflected in this joint proxy statement/prospectus. For more information, see the section entitled “Unaudited Pro Forma Combined Consolidated Financial Data” beginning on page 115. Additionally, any potential decline in the combined company’s financial condition or results of operations may cause significant variations in the stock price of the combined company.

ORRF shareholders and CVLY shareholders should be aware that some of ORRF’s and CVLY’s directors and officers may have interests in the merger as individuals and have arrangements that are different from, or in addition to, those of ORRF shareholders or CVLY shareholders. These interests and arrangements may create potential conflicts of interest and may cause some of these persons to view the proposed merger differently than how other ORRF shareholders or CVLY shareholders view it. The CVLY board and the ORRF board were aware of these interests and considered them, among other matters, when making their decisions to approve the merger, and in recommending that, in the case of the ORRF board, ORRF shareholders vote to approve the issuance of ORRF common stock to CVLY shareholders as merger consideration pursuant to the merger agreement, and, in the case of the CVLY board, CVLY shareholders vote to approve the merger agreement. For a more complete description of these interests, see the sections entitled “The Merger — Interests of Certain ORRF Directors and Executive Officers in the Merger” beginning on page 75 and “The Merger — Interests of Certain CVLY Directors and Executive Officers in the Merger” beginning on page 78.

Consummation of the merger is subject to a number of conditions which must be fulfilled in order to complete the merger. Those conditions include: (i) the approval by ORRF shareholders of the ORRF share issuance proposal and the approval by CVLY shareholders of the CVLY merger proposal; (ii) the receipt of the required regulatory approvals and that no required regulatory approval contains any burdensome condition; (iii) the absence of any statute, rule, regulation, judgment, decree, injunction or other order that prohibits the consummation of the merger or the bank merger; (iv) effectiveness of the registration statement of which this joint proxy statement/prospectus forms a part; and (v) approval for listing of the ORRF common stock to be issued in the merger. Each party’s obligation to complete the merger is also subject to certain additional customary conditions, including (a) subject to applicable materiality standards, the accuracy of the representations and warranties of the other party, (b) the performance in all material respects by the other party of its obligations under the merger agreement and (c) the receipt by each party of an opinion from its counsel to the effect that the merger will qualify as a reorganization within the meaning of Section 368(a) of the Code.

If any condition to the merger is not satisfied or waived, to the extent permitted by law, the merger will not be completed. In addition, ORRF and CVLY may terminate the merger agreement under certain circumstances even if approval of the CVLY merger proposal and approval of the ORRF share issuance proposal has been obtained, including if the merger has not been completed on or before December 31, 2024. If the merger is not completed, the respective trading prices of ORRF common stock and CVLY common stock on Nasdaq may decline to the extent that the current prices reflect a market assumption that the merger will be completed. In addition, neither company would realize any of the expected benefits of having completed the merger. For more information on closing conditions to the merger agreement, see the section entitled “The Merger Agreement — Conditions to Complete the Merger” beginning on page 92.

If the merger is not completed for any reason, including as a result of ORRF shareholders failing to approve the ORRF share issuance proposal or CVLY shareholders failing to approve the CVLY merger proposal, there may be various adverse consequences and ORRF and/or CVLY may experience negative reactions from the financial markets and from their respective customers and employees. For example, ORRF’s or CVLY’s businesses may have been impacted adversely by the failure to pursue other beneficial opportunities due to the focus of management on the merger, without realizing any of the anticipated benefits of completing the merger. Additionally, if the merger agreement is terminated, the market price of ORRF common stock or CVLY common stock could decline to the extent that current market prices reflect a market assumption that the merger will be beneficial and will be completed. ORRF and/or CVLY also could be subject to litigation related to any failure to complete the merger or to proceedings commenced against ORRF or CVLY to perform their respective obligations under the merger agreement. If the merger agreement is terminated under certain circumstances, either ORRF or CVLY may be required to pay a termination fee of $8.3 million to the other party.

Additionally, each of ORRF and CVLY has incurred and will incur substantial expenses in connection with the negotiation and completion of the transactions contemplated by the merger agreement, as well as the costs and

expenses of preparing, filing, printing and mailing this joint proxy statement/prospectus, and all filing and other fees paid in connection with the merger. If the merger is not completed, ORRF and CVLY would have to pay these expenses without realizing the expected benefits of the merger.

In connection with the merger, ORRF has agreed to assume, or to cause its subsidiary to assume, CVLY’s outstanding indebtedness. ORRF’s existing debt, together with any future incurrence of additional indebtedness, and the assumption of CVLY’s outstanding indebtedness, could have important consequences for the combined company’s creditors and the combined company’s shareholders. For example, it could:

Uncertainty about the effect of the merger on employees and customers may have an adverse effect on ORRF and CVLY. These uncertainties may impair ORRF’s or CVLY’s ability to attract, retain and motivate key personnel until the merger is completed, and could cause customers and others who deal with ORRF or CVLY to seek to change existing business relationships with ORRF or CVLY. In addition, the merger agreement requires that ORRF and CVLY conduct their business in the ordinary course of business consistent with past practice and restricts ORRF and CVLY from taking certain actions prior to the effective time or termination of the merger agreement without ORRF’s or CVLY’s consent in writing. These restrictions may prevent ORRF or CVLY from pursuing attractive business opportunities that may arise prior to the completion of the merger. See the section entitled “The Merger Agreement —  Conduct of Business Prior to the Consummation of the Merger” on page 99.

Whether or not the merger is ultimately consummated, as a result of uncertainty related to the merger, risks relating to the impact of the announcement of the merger on ORRF’s and CVLY’s businesses include the following:

If any of the aforementioned risks were to materialize, they could lead to significant costs which may impact each party’s results of operations and financial condition.

The merger agreement contains “no shop” covenants that restrict each of CVLY’s and ORRF’s ability to, directly or indirectly, among other things initiate, solicit, knowingly encourage or knowingly facilitate, inquiries or proposals with respect to, or, subject to certain exceptions generally related to the exercise of fiduciary duties by CVLY’s and ORRF’s respective boards, engage in any negotiations concerning, or provide any confidential or non-public information or data relating to, any alternative acquisition proposals. These provisions, which include a $8.3 million termination fee payable under certain circumstances, may discourage a potential third-party acquirer that might have an interest in acquiring all or a significant part of CVLY or ORRF from considering or making that acquisition proposal. For more information, see the sections entitled “The Merger Agreement — No Solicitation; Acquisition Proposals” and “The Merger Agreement — Termination Fee” beginning on pages 95 and 96, respectively.

Upon completion of the merger, the rights of former CVLY shareholders who receive shares of ORRF common stock in the merger and thereby become ORRF shareholders will be governed by the ORRF articles of incorporation and the ORRF by-laws, as well as the PBCL. The rights associated with CVLY common stock are different from the rights associated with ORRF common stock. See the section entitled “Comparison of the Rights of Shareholders” beginning on page 109 for a discussion of the different rights associated with ORRF common stock.

ORRF shareholders and CVLY shareholders currently have the right to vote in the election of the board of directors and on various other matters affecting ORRF and CVLY, respectively. When the merger is completed, each ORRF shareholder and each CVLY shareholder will become a holder of common stock of the combined company, with a percentage ownership of the combined company that is smaller than the holder’s percentage ownership of either ORRF or CVLY individually, as applicable, prior to the consummation of the merger. Based on the number of shares of ORRF common stock and CVLY common stock outstanding as of the close of business on the respective record dates, and based on the number of shares of ORRF common stock expected to be issued in the merger, the former CVLY shareholders, as a group, are estimated to own approximately 44% of the fully diluted shares of the combined company immediately after the merger and current ORRF shareholders as a group are estimated to own approximately 56% of the fully diluted shares of the combined company immediately after the merger. Because of this, CVLY shareholders may have less influence on the management and policies of the combined company than they now have on the management and policies of CVLY, and ORRF shareholders may have less influence on the management and policies of the combined company than they now have on the management and policies of ORRF.

In connection with the payment of the merger consideration, ORRF expects to issue approximately 8,556,178 shares of ORRF common stock to CVLY shareholders. The issuance of these new shares of ORRF common stock may result in fluctuations in the market price of ORRF common stock, including a stock price decrease.

The merger will be accounted for under the acquisition method of accounting under GAAP. Under this method, CVLY’s assets and liabilities as of the date of the merger will be recorded at their respective fair values and added to those of ORRF. Any excess of the fair value of the net assets acquired as compared to the purchase price for CVLY will be recorded as a bargain purchase gain. Any excess of the purchase price for CVLY over the fair value of the identifiable net assets acquired (including core deposit intangibles) will be recorded as goodwill. In accordance with current accounting guidance, goodwill will not be amortized but will be evaluated

for impairment annually or more frequently if events or circumstances warrant. A failure to realize expected benefits of the merger could adversely impact the carrying value of the goodwill recognized in the merger and, in turn, negatively affect the combined company’s financial results.

Appraisal rights (also known as dissenters’ rights) are statutory rights that, if applicable under law, enable shareholders to dissent from an extraordinary transaction, such as a merger, and to demand that the corporation pay the fair value for their shares as determined by a court in a judicial proceeding instead of receiving the consideration offered to shareholders in connection with the extraordinary transaction.

Under Section 1571 of the PBCL, the holders of ORRF common stock and CVLY common stock, respectively, will not be entitled to appraisal or dissenters’ rights in connection with the merger.

ORRF shareholders and/or CVLY shareholders may file lawsuits against ORRF, CVLY and/or the directors and officers of either company in connection with the merger. One of the conditions to the closing is that no judgment, decree, injunction or other order issued by any jurisdiction or governmental authority preventing the consummation of the merger, the bank merger or any of the other transactions contemplated by the merger agreement be in effect. If any plaintiff were successful in obtaining an injunction prohibiting ORRF or CVLY defendants from completing the merger or any of the other transactions contemplated by the merger agreement, then such injunction may delay or prevent the effectiveness of the merger and could result in significant costs to ORRF and/or CVLY, including any cost associated with the indemnification of directors and officers of each company or the defense or settlement of any shareholder lawsuits filed in connection with the merger. Such litigation could have an adverse effect on the financial condition and results of operations of ORRF and CVLY and could prevent or delay the completion of the merger.

You should read and consider risk factors specific to ORRF’s business that will also affect ORRF after the merger. These risks are described in the sections entitled “Risk Factors” in ORRF’s Annual Report on Form 10-K for the year ended December 31, 2023, ORRF’s Quarterly Reports on Form 10-Q and in other documents that are attached as appendices to this joint proxy statement/prospectus. Please see the section entitled “Where You Can Find More Information” beginning on page 130 of this joint proxy statement/prospectus for the location of information incorporated by reference into this joint proxy statement/prospectus.

You should read and consider risk factors specific to CVLY’s business that will also affect ORRF after the merger. These risks are described in the sections entitled “Risk Factors” in CVLY’s Annual Report on Form 10-K for the year ended December 31, 2023, CVLY’s Quarterly Reports on Form 10-Q and in other documents that are attached as appendices to this joint proxy statement/prospectus. Please see the section entitled “Where You Can Find More Information” beginning on page 130 of this joint proxy statement/prospectus for the location of information incorporated by reference into this joint proxy statement/prospectus.

This section contains information for ORRF shareholders about the ORRF special meeting that ORRF has called to allow ORRF shareholders to consider and vote on the ORRF share issuance proposal and the ORRF adjournment proposal. This joint proxy statement/prospectus is accompanied by a notice of the ORRF special meeting, and a form of proxy card that the ORRF board is soliciting for use by ORRF shareholders at the ORRF special meeting and at any adjournments or postponements of the ORRF special meeting.

The ORRF special meeting will be held virtually via live webcast, on May 30, 2024 at 9:00 a.m., local time. ORRF shareholders will not be able to attend the meeting in person.

Shareholders owning shares of the ORRF common stock as of the close of business on April 18, 2024, the record date, are entitled to vote at the ORRF special meeting or any adjournment or postponement of the ORRF special meeting. If you are a holder of ORRF common stock as of the record date, you may vote the shares that you held on the record date even if you sell such shares after the record date. Each outstanding share of ORRF common stock as of the record date entitles its holder to cast one vote for each matter to be voted upon. At April 18, 2024, the record date, there were 10,704,599 shares of ORRF common stock issued and outstanding, held of record by approximately 2,723 shareholders.

At the ORRF special meeting, ORRF shareholders as of the record date will be asked to consider and vote on the following proposals:

The ORRF board recommends that shareholders vote:

ORRF management knows of no other business to be presented at the ORRF special meeting, but if any other matters are properly presented to the meeting or any adjournments thereof, the persons named in the proxies will vote upon them in accordance with the ORRF board’s recommendations.

ORRF shareholders may vote by proxy or at the ORRF special meeting via the ORRF special meeting website. If you hold your shares of ORRF common stock in your name as a record holder, to submit a proxy, you, as a holder of ORRF common stock, may use one of the following methods:

If your shares are held in street name, you will receive instructions from your broker, bank or other nominee that you must follow in order to have your shares of ORRF common stock voted.

Please vote each proxy that you receive - none are duplicates. Even if you plan to participate in the ORRF special meeting, we recommend that you submit a proxy to vote your shares in advance so that your vote will be counted if you later are unable to participate in the ORRF special meeting.

You may revoke your proxy at any time before it is exercised. To do so, you must give written notice of revocation to Secretary, Orrstown Financial Services, Inc., 77 East King Street, Shippensburg, Pennsylvania 17257, submit another properly signed proxy with a more recent date, or vote online at the ORRF special meeting after giving notice to the secretary. Please note that simply participating in the ORRF special meeting in person without voting will not revoke your proxy.

You may revoke a proxy for shares held by a bank, broker, or other nominee by submitting new voting instructions to the bank, broker, or other nominee or, if you have obtained a legal proxy from the bank, broker, or other nominee giving you the right to vote the shares at the ORRF special meeting, by following the voting instructions provided in the legal proxy.

The holders of a majority of the shares of ORRF common stock outstanding and entitled to vote on any matter shall constitute a quorum for the ORRF special meeting. There must be a quorum for the ORRF special meeting to be held. There were 10,704,599 shares of ORRF common stock outstanding and entitled to vote at the ORRF special meeting on the record date. Therefore, a quorum will be present if 5,352,300 shares of ORRF common stock are present in person or represented by proxies timely received by us at the ORRF special meeting. Shares present virtually during the ORRF special meeting will be considered shares of ORRF common stock represented in person at the meeting.

Under Pennsylvania law, abstentions are counted for purposes of determining the presence or absence of a quorum, but are not considered a vote cast. A “broker non-vote” occurs when a broker, bank or other nominee holding shares on your behalf does not receive voting instructions from you. If that happens, the broker, bank or other nominee may vote those shares only on matters deemed “routine” under the New York Stock Exchange rules. On non-routine matters, the broker, bank or other nominee cannot vote those shares unless they receive voting instructions from the beneficial owner. A “broker non-vote” occurs when a broker has not received voting instructions and either declines to exercise its discretionary authority to vote on routine matters or is barred from doing so because the matter is non-routine. As a result, abstentions and broker non-votes are not included in the tabulation of the voting results on issues requiring approval of a majority of the votes cast and, therefore, do not have the effect of votes in opposition in such tabulation.

Each director and executive officer of ORRF, solely in his or her capacity as such, who own in the aggregate approximately 5.2% of the outstanding shares of ORRF common stock as of the ORRF record date, has entered into an ORRF voting agreement with CVLY. Subject to the terms of the ORRF voting agreements, such directors and officers have agreed, among other things, to vote (or cause to be voted), in person, or by proxy, or deliver a written consent (or cause a consent to be delivered) covering all shares of ORRF common stock (whether acquired before or after the merger) beneficially owned by such shareholder (i) in favor of approval of the issuance the merger consideration; (ii) against any action or agreement that would result in a breach of any covenant, representation or warranty or any other material obligation or agreement of ORRF contained in the merger agreement or of the shareholder contained in the ORRF voting agreement; and (iii) against any alternative acquisition proposal and certain other actions that could impede the merger or the shareholder’s performance of the ORRF voting agreement. These directors and executive officers also agreed to certain restrictions on their ability to transfer their shares of ORRF common stock or their voting rights of such shares while the ORRF voting agreements remain in effect. The ORRF voting agreements are substantially in the form included as Exhibit B to the merger agreement.

A majority of the votes cast by shareholders present in person or by proxy at the ORRF special meeting, assuming a quorum is present, is required to approve each of the proposals. Abstentions and broker non-votes, if any, are not treated as votes cast and, therefore, will have no effect on whether or not a proposal is approved.

If you authorize your proxy to vote your shares online or by using your mobile device, or if you received a proxy card by mail and you properly marked, signed, dated, and returned it, the shares that the proxy represents will be voted in the manner specified on the proxy. If you sign your proxy card, but do not mark your choices, the proxy holders will vote your shares represented by such proxy:

The ORRF board is soliciting these proxies. ORRF will pay the expenses of soliciting proxies to be voted at the ORRF special meeting. In addition to sending you this joint proxy statement/prospectus, some of ORRF’s directors and officers as well as management and non-management employees may contact you by telephone, mail, e-mail, or in person. In addition, Alliance Advisors, LLC, a proxy solicitation firm, will assist ORRF in soliciting proxies for the ORRF special meeting. ORRF will pay approximately $11,250, plus expenses, for these services.

To participate in the ORRF special meeting, visit www.virtualshareholdermeeting.com/ORRF2024SM and enter the 16-digit control number included on your proxy card that accompanied this joint proxy statement / prospectus. You may log into the meeting platform beginning at 8:45 a.m., local time, on May 30, 2024. The live webcast will begin promptly at 9:00 a.m., local time. We encourage shareholders to access the ORRF special meeting website prior to the start of the meeting and to allow sufficient time to complete the online registration process. If you encounter any difficulties accessing the ORRF special meeting webcast during the check-in or meeting time, please call the telephone number displayed on the sign in page at www.virtualshareholdermeeting.com/ORRF2024SM.

ORRF is requesting that holders of the outstanding shares of ORRF common stock consider and vote upon a proposal to approve the issuance of shares of ORRF common stock to the shareholders of CVLY, pursuant to the merger agreement, a copy of which is attached as Appendix A to this joint proxy statement/prospectus.

Approval of the ORRF share issuance proposal by ORRF shareholders is a condition to the closing of the merger. If the ORRF share issuance proposal is not approved by ORRF’s shareholders, the merger will not occur.

Approval of the ORRF share issuance proposal requires the affirmative vote of a majority of votes cast at the ORRF special meeting by the shareholders present in person or represented by proxy and entitled to vote. If you fail to submit a proxy or vote in person at the ORRF special meeting, mark “ABSTAIN” on your proxy or fail to instruct your bank, broker or other nominee with respect to the ORRF adjournment proposal, it will have no effect on such proposal (assuming a quorum is present).

THE ORRF BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE APPROVAL OF THE ORRF SHARE ISSUANCE PROPOSAL.

If there are not sufficient votes to constitute a quorum or to approve the ORRF share issuance proposal at the time of the ORRF special meeting, the merger cannot be completed unless the ORRF special meeting is adjourned to a later date or dates to permit further solicitation of proxies. To allow proxies that have been received by ORRF at the time of the special meeting to be voted for an adjournment, if deemed necessary, ORRF has submitted the ORRF adjournment proposal to its shareholders as a separate matter for their consideration. If it is deemed necessary to adjourn the special meeting, no notice of the adjourned meeting is required to be given to ORRF shareholders, other than an announcement at the meeting of the time and place to which the meeting is adjourned, as well as the means, if any, by which ORRF shareholders can be present and vote at the adjourned meeting through the use of communications equipment.

Approval of the ORRF adjournment proposal by ORRF shareholders is not a condition to the closing of the merger.

Approval of the ORRF adjournment proposal requires the affirmative vote of a majority of the votes cast at the ORRF special meeting by the shareholders present in person or represented by proxy and entitled to vote. If you fail to submit a proxy or vote in person at the ORRF special meeting, mark “ABSTAIN” on your proxy or fail to instruct your bank, broker or other nominee with respect to the ORRF adjournment proposal, it will have no effect on such proposal (assuming a quorum is present).

THE ORRF BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE ORRF ADJOURNMENT PROPOSAL.

This section contains information for CVLY shareholders about the CVLY special meeting that CVLY has called to allow CVLY shareholders to consider and vote on the CVLY merger proposal, the CVLY compensation proposal, and the CVLY adjournment proposal. This joint proxy statement/prospectus is accompanied by a notice of the CVLY special meeting and a form of proxy card that the CVLY board is soliciting for use by CVLY shareholders at the CVLY special meeting and at any adjournments or postponements of the CVLY special meeting.

The CVLY special meeting will be held virtually via the Internet at www.virtualshareholdermeeting.com/CVLY2024SM at 8:30 a.m., local time, on May 30, 2024.

At the CVLY special meeting, CVLY shareholders will be asked to consider and vote upon the following proposals:

No other business may be conducted at the CVLY special meeting. A copy of the merger agreement is included in this joint proxy statement/prospectus as Appendix A, and CVLY shareholders are encouraged to read it carefully in its entirety.

The CVLY board has unanimously (i) determined that the merger agreement and the transactions contemplated thereby, including the merger and the bank merger, are advisable and in the best interests of CVLY, (ii) approved and adopted the merger agreement and (iii) authorized and approved the execution, delivery and performance of the merger agreement and the consummation of the transactions contemplated thereby, including the merger and the bank merger. The CVLY board unanimously recommends that CVLY shareholders vote “FOR” the CVLY merger proposal. See the section entitled “The Merger — Codorus Valley Bancorp’s Reasons for the Merger” beginning on page 43.

The CVLY board also unanimously recommends that CVLY shareholders vote “FOR” the CVLY compensation proposal and “FOR” the CVLY adjournment proposal.

The close of business on April 18, 2024 has been fixed by CVLY as the CVLY record date, for the determination of CVLY shareholders entitled to notice of and to vote at the CVLY special meeting and any adjournment or postponement of the CVLY special meeting. At the close of business on the CVLY record date, there were 9,662,378 shares of CVLY common stock outstanding and entitled to vote, held by approximately 2,549 holders of record. Each share of CVLY common stock entitles the holder to one vote at the CVLY special meeting on all matters properly presented at the CVLY special meeting.

The presence, in person (for this meeting, only virtually) or by proxy, of shareholders entitled to cast at least a majority of the votes which all shareholders are entitled to cast on the particular matter constitutes a quorum for the conduct of business at the CVLY special meeting. Under Pennsylvania law and the CVLY bylaws, the presence of a quorum is required for each matter to be acted upon at the CVLY special meeting. Once a share of CVLY common stock is represented at the CVLY special meeting, it will be counted for the purpose of determining a quorum not only at the CVLY special meeting but also at any adjournment or postponement of the CVLY special meeting. In the event that a quorum is not present at the CVLY special meeting, it is expected that the CVLY special meeting will be adjourned or postponed. Abstentions will be included in determining the number of shares present at the special meeting for the purpose of determining the presence of a quorum, but not a broker non-vote or other failure to vote.

A broker non-vote occurs when a bank, broker, trustee or other nominee is not permitted to vote on a “non-routine” matter without instructions from the beneficial owner of the shares and the beneficial owner fails to provide the bank, broker, trustee or other nominee with such instructions. Broker non-votes only count toward a quorum if at least one proposal is presented with respect to which the bank, broker, trustee or other nominee has discretionary authority. It is expected that all proposals to be voted on at the CVLY special meeting will be “non-routine” matters, and, as such, broker non-votes, if any, will not be counted as present and entitled to vote for purposes of determining a quorum at the CVLY special meeting. If your bank, broker, trustee or other nominee holds your shares of CVLY common stock in “street name,” such entity will vote your shares of CVLY common stock only if you provide instructions on how to vote by complying with the instructions provided to you by your bank, broker, trustee or other nominee with this joint proxy statement/prospectus.

Although it is not currently expected, the CVLY special meeting may be adjourned or postponed, including for the purpose of soliciting additional proxies, if there are insufficient votes at the time of the CVLY special meeting to approve the CVLY merger proposal or if a quorum is not present at the CVLY special meeting. Other than an announcement to be made at the CVLY special meeting of the time, date and place of an adjourned meeting, an adjournment generally may be made without notice. Any adjournment or postponement of the CVLY special meeting for the purpose of soliciting additional proxies will allow the CVLY shareholders who have already sent in their proxies to revoke them at any time prior to their use at the CVLY special meeting as adjourned or postponed.

Each director and executive officer of CVLY, solely in his or her capacity as such, who own in the aggregate approximately 3.1% of the outstanding shares of CVLY common stock as of the CVLY record date, has entered into a CVLY voting agreement with ORRF. Subject to the terms of the CVLY voting agreements, such directors and officers have agreed, among other things, to vote (or cause to be voted), in person, or by proxy, or deliver a written consent (or cause a consent to be delivered) covering all shares of CVLY common stock (whether acquired before or after the merger) beneficially owned by such shareholder (i) in favor of approval of the merger, the merger agreement and the transactions contemplated thereby; (ii) against any action or agreement that would result in a breach of any covenant, representation or warranty or any other material obligation or agreement of CVLY contained in the merger agreement or of the shareholder contained in the CVLY voting agreement; and (iii) against any alternative acquisition proposal and certain other actions that could impede the merger or the shareholder’s performance of the CVLY voting agreement. These directors and executive officers also agreed to certain restrictions on their ability to transfer their shares of CVLY common stock or their voting rights of such shares while the CVLY voting agreements remain in effect. The CVLY voting agreements are substantially in the form included as Exhibit A to the merger agreement.

Vote Required: Approval of the CVLY merger proposal requires the affirmative vote of at least a majority of the votes cast by holders of CVLY common stock, present in person or by proxy, at the CVLY special meeting and entitled to vote thereon. Approval of the CVLY merger proposal is a condition to the completion of the merger.

Effect of abstentions, broker non-votes and failure to vote: If you are present by participation in the CVLY special meeting and abstain from voting, or respond by proxy with an “ABSTAIN,” it will have the same effect as a vote “AGAINST” the CVLY merger proposal (assuming quorum is present). If you are not present by participation in the CVLY special meeting and do not respond by proxy or do not provide your bank, broker, trustee or other nominee with instructions, as applicable, it will have the same effect as a vote “AGAINST” the CVLY merger proposal.

Vote Required: Approval of the CVLY compensation proposal requires the affirmative vote of at least a majority of the votes cast by holders of CVLY common stock, present in person or by proxy, at the CVLY special meeting and entitled to vote thereon.

Effect of abstentions, broker non-votes and failure to vote: If you are present by participation in the CVLY special meeting and abstain from voting, or respond by proxy with an “ABSTAIN,” it will have the same effect as a vote “AGAINST” the CVLY compensation proposal (assuming quorum is present). If you are not present by participation in the CVLY special meeting and do not respond by proxy or do not provide your bank, broker, trustee or other nominee with instructions, as applicable, it will have the same effect as a vote “AGAINST” the CVLY compensation proposal.

Vote Required: Approval of the CVLY adjournment proposal requires the affirmative vote of at least a majority of the votes cast by holders of CVLY common stock, present in person or by proxy, at the CVLY special meeting and entitled to vote thereon. In the absence of a quorum at the CVLY special meeting, approval of the CVLY adjournment proposal the affirmative vote of at least a majority of the votes cast by holders of CVLY common stock, present in person or by proxy, at the CVLY special meeting and entitled to vote thereon.

Effect of abstentions, broker non-votes and failure to vote: If a quorum is present at the CVLY special meeting and you are present by participation in the CVLY special meeting and abstain from voting, or respond by proxy with an “ABSTAIN” it will have the same effect as a vote “AGAINST” the CVLY adjournment proposal. If a quorum is present at the CVLY special meeting and you are not present by participation in the CVLY special meeting and do not respond by proxy or do not provide your bank, broker, trustee or other nominee with instructions, as applicable, it will have the same effect as a vote “AGAINST” the CVLY adjournment proposal. In the absence of a quorum at the CVLY special meeting, if you are present by participation in the CVLY special meeting and abstain from voting, or respond by proxy with an “ABSTAIN,” it will have no effect on the outcome of the CVLY adjournment proposal.

While not required, all holders of CVLY common stock, including shareholders of record and shareholders who hold their shares in street name through banks, brokers or other nominees, are invited to attend the CVLY special meeting. The CVLY special meeting may be accessed via the CVLY special meeting website, where CVLY shareholders will be able to listen to the CVLY special meeting, submit questions and vote online. You are entitled to attend the CVLY special meeting via the CVLY special meeting website only if you were a shareholder of record at the close of business on the CVLY record date or you held your CVLY shares beneficially in the name of a bank, broker, trustee or other nominee as of the CVLY record date.

CVLY shareholders will have substantially the same opportunities to participate in the CVLY special meeting as they would have at a physical, in person meeting. Shareholders as of the CVLY record date will be able to attend, vote, examine the shareholder list, and submit questions during a portion of the meeting via the online platform. You may submit questions during the live audio webcast of the CVLY special meeting via the CVLY special meeting website. To ensure the CVLY special meeting is conducted in a manner that is fair to all shareholders, we may exercise discretion in determining the order in which questions are answered and the amount of time devoted to any one question. We reserve the right to edit or reject questions we deem inappropriate or not relevant to the CVLY special meeting’s limited purpose.

Technical assistance will be available for CVLY shareholders who experience an issue accessing the CVLY special meeting. Please be sure to check in 15 minutes prior to the start of the CVLY special meeting so that any technical difficulties may be addressed before the live audio webcast begins. If you encounter any difficulties accessing the CVLY special meeting webcast during the check-in or meeting time, please call the telephone number displayed on the sign in page at www.virtualshareholdermeeting.com/CVLY2024SM.

CVLY shareholders may vote by proxy or at the CVLY special meeting via the CVLY special meeting website. If you hold your shares of CVLY common stock in your name as a record holder, to submit a proxy, you, as a holder of CVLY common stock, may use one of the following methods:

CVLY requests that CVLY shareholders vote by telephone, via the Internet or by completing and signing the accompanying proxy card and returning it to CVLY as soon as possible in the enclosed postage-paid envelope. When the accompanying proxy card is returned properly executed, the shares of CVLY common stock represented by it will be voted at the CVLY special meeting in accordance with the instructions contained on the proxy card. If you make no specification on your proxy card as to how you want your shares voted before signing and returning it, your proxy will be voted “FOR” the CVLY merger proposal, “FOR” the CVLY compensation proposal, and “FOR” the CVLY adjournment proposal.

If you are a beneficial owner, you should check the voting form used by your bank, broker, trustee or other nominee to determine whether you may vote by telephone or the Internet.

Every vote is important. Accordingly, you should sign, date and return the enclosed proxy card, or vote via the Internet or by telephone, whether or not you plan to attend the CVLY special meeting virtually via the CVLY special meeting website. Sending in your proxy card or voting by telephone or via the Internet will not prevent you from voting your shares personally via the CVLY special meeting website at the meeting because you may revoke your proxy at any time before it is voted.

If your shares are held in “street name” through a bank, broker, trustee or other nominee, you must instruct the bank, broker, trustee or other nominee on how to vote your shares. Your bank, broker, trustee or other nominee will vote your shares only if you provide specific instructions on how to vote by following the instructions provided to you by your bank, broker, trustee or other nominee.

Further, banks, brokers, trustees or other nominees who hold shares of CVLY common stock on behalf of their customers may not give a proxy to CVLY to vote those shares with respect to any of the proposals without specific instructions from their customers, as banks, brokers, trustees and other nominees do not have discretionary voting power on the proposals that will be voted upon at the CVLY special meeting, including the CVLY merger proposal, the CVLY compensation proposal, and the CVLY adjournment proposal.

A CVLY shareholder can revoke a proxy at any time before his or her shares are voted. If the CVLY shareholder is a shareholder of record, the CVLY shareholder can revoke a proxy by:

If a CVLY shareholder has instructed a bank, broker or other nominee to vote such CVLY shareholder’s shares of CVLY common stock, the CVLY shareholder must follow directions received from the bank, broker or other nominee to change his or her vote. Revocation of a proxy or a later-dated proxy received by CVLY after the vote will not affect the vote. Attendance at the CVLY special meeting will not, in and of itself, constitute revocation of a proxy.

As permitted by applicable law, only one copy of this joint proxy statement/prospectus is being delivered to CVLY shareholders residing at the same address, unless such CVLY shareholders have notified CVLY of their desire to receive multiple copies of the joint proxy statement/prospectus.

CVLY will promptly deliver, upon oral or written request, a separate copy of the joint proxy statement/prospectus to any CVLY shareholder residing at an address to which only one copy of such document was mailed. Requests for additional copies should be directed to CVLY’s proxy solicitor, Alliance Advisors, LLC, by calling toll-free at (833) 814-9448, or via e-mail to cvly@allianceadvisors.com.

If the CVLY special meeting is postponed or adjourned, it will not affect the ability of CVLY shareholders of record as of the CVLY record date to exercise their voting rights or to revoke any previously granted proxy using the methods described above.

CVLY will pay the costs of soliciting its shareholders’ proxies, as well as all other costs incurred by it in connection with the solicitation of proxies from its shareholders on behalf of the CVLY board. In addition to solicitation by mail, directors, officers and employees of CVLY may solicit proxies from shareholders of CVLY in person or by telephone, facsimile or other electronic methods without compensation other than reimbursement for their actual expenses. CVLY has engaged Alliance Advisors, LLC as its proxy solicitation firm. Such firm will be paid a fee of $11,250, plus approved and reasonable out of pocket expenses and certain additional fees.

Arrangements also will be made with custodians, nominees and fiduciaries for the forwarding of solicitation material to the beneficial owners of shares of CVLY common stock held of record by such persons, and CVLY will reimburse such custodians, nominees and fiduciaries for their reasonable out of pocket expenses in connection therewith.

CVLY management knows of no other business to be presented at the CVLY special meeting, but if any other matters are properly presented to the meeting or any adjournments thereof, the persons named in the proxies will vote upon them in accordance with the CVLY board’s recommendations.

If a CVLY shareholder has questions about the merger, or the process for voting, or if additional copies of this document or a replacement proxy card are needed, please contact CVLY’s proxy solicitor, Alliance Advisors, LLC, by calling toll-free at (833) 814-9448, or via e-mail to cvly@allianceadvisors.com.

Pursuant to the merger agreement, CVLY is requesting that holders of the outstanding shares of CVLY common stock consider and vote upon a proposal to approve and adopt the merger agreement and the merger. CVLY shareholders should read this joint proxy statement/prospectus carefully and in its entirety, including the appendices, for more detailed information concerning the merger agreement and the transactions contemplated thereby. A copy of the merger agreement is attached as Appendix A to the accompanying joint proxy statement/prospectus of which this notice is a part.

Approval of the CVLY merger proposal by CVLY shareholders is a condition to the closing of the merger. If the CVLY merger proposal is not approved by CVLY’S shareholders, the merger will not occur.

Approval of the CVLY merger proposal requires the affirmative vote of at least a majority of the votes cast by holders of CVLY common stock, present in person or by proxy, at the CVLY special meeting and entitled to vote thereon.

THE CVLY BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” THE CVLY MERGER PROPOSAL.

Pursuant to Section 14A of the Exchange Act and Rule 14a-21(c) thereunder, CVLY is seeking a non-binding, advisory shareholder approval of the compensation that CVLY’s named executive officers may receive that is based on or otherwise relates to the merger as disclosed under the section entitled “The Merger — Interests of Certain CVLY Directors and Executive Officers in the Merger — Quantification of Potential Payments and Benefits to CVLY’s Named Executive Officers.” The CVLY compensation proposal gives CVLY shareholders the opportunity to express their views on the merger-related compensation of CVLY’s named executive officers.

Accordingly, CVLY is asking CVLY shareholders to vote “FOR” the adoption of the following resolution, on a non-binding, advisory basis:

“RESOLVED, that the compensation that will or may be paid or become payable to the CVLY named executive officers, in connection with the merger, and the agreements or understandings pursuant to which such compensation will or may be paid or become payable, in each case as disclosed pursuant to Item 402(t) of Regulation S-K in “The Merger — Interests of Certain CVLY Directors and Executive Officers in the Merger — Quantification of Potential Payments and Benefits to CVLY’s Named Executive Officers” are hereby APPROVED.”

The CVLY compensation proposal is advisory, and therefore not binding on CVLY, the CVLY board’s compensation committee or the CVLY board. The approval of the CVLY compensation proposal by CVLY shareholders is not a condition to the completion of the merger and is separate and apart from the CVLY merger proposal and the CVLY adjournment proposal. Further, the arrangements are contractual in nature and not, by their terms, subject to CVLY shareholder approval. Accordingly, regardless of the outcome of the CVLY compensation proposal, if the merger is completed, CVLY’s named executive officers may be or become entitled to receive the compensation that is based on or otherwise relates to the merger in accordance with the terms and conditions applicable to those payments.

Approval of the CVLY compensation proposal requires the affirmative vote of at least a majority of the votes cast by holders of CVLY common stock, present in person or by proxy, at the CVLY special meeting and entitled to vote thereon.

THE CVLY BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” THE CVLY COMPENSATION PROPOSAL.

If there are not sufficient votes to constitute a quorum or to approve and adopt the merger agreement and approve the merger at the time of the CVLY special meeting, the merger agreement cannot be approved unless the CVLY special meeting is adjourned to a later date or dates to permit further solicitation of proxies. To allow proxies that have been received by CVLY at the time of the CVLY special meeting to be voted for an adjournment, if deemed necessary, CVLY has submitted the question of adjournment to CVLY shareholders as a separate matter for their consideration. If it is deemed necessary to adjourn the CVLY special meeting, no notice of the adjourned meeting is required to be given to CVLY shareholders, other than an announcement at the meeting of the time and place to which the meeting is adjourned, as well as the means, if any, by which CVLY shareholders can be present and vote at the adjourned meeting through the use of communications equipment.

Approval of the CVLY adjournment proposal requires the affirmative vote of at least a majority of the votes cast by holders of CVLY common stock, present in person or by proxy, at the CVLY special meeting and entitled to vote thereon. In the absence of a quorum at the CVLY special meeting, approval of the CVLY adjournment proposal requires the affirmative vote of at least a majority of the votes cast by holders of CVLY common stock, present in person or by proxy, at the CVLY special meeting and entitled to vote thereon.

THE CVLY BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” THE CVLY ADJOURNMENT PROPOSAL.

Orrstown Financial Services, Inc., a Pennsylvania corporation, is the financial holding company for Orrstown Bank, a Pennsylvania chartered bank organized in 1919. ORRF provides banking and bank-related services through banking offices located in south-central Pennsylvania, principally in Berks, Cumberland, Dauphin, Franklin, Lancaster, Perry, and York Counties, Pennsylvania, and in Anne Arundel, Baltimore, Howard and Washington Counties, Maryland, as well as Baltimore City, Maryland. ORRF’s lending area also includes adjacent counties in Pennsylvania and Maryland, as well as Loudon County, Virginia and Berkeley, Jefferson and Morgan Counties, West Virginia.

ORRF has historically derived most of its income through dividends from Orrstown Bank. At December 31, 2023, ORRF had total assets of $3.1 billion, total deposits of $2.6 billion and total shareholders’ equity of $265.1 million.

ORRF has no employees. Its 12 officers are employees of Orrstown Bank. On December 31, 2023, Orrstown Bank had 410 full-time and 15 part-time employees.

Orrstown Bank, a member bank of the Federal Reserve System, is engaged in commercial banking and trust business as authorized by the Pennsylvania Banking Code of 1965. This involves accepting demand, time and savings deposits, and granting loans. Orrstown Bank holds commercial, residential, consumer and agribusiness loans principally in Berks, Cumberland, Dauphin, Franklin, Lancaster, Perry and York Counties, Pennsylvania, and in Anne Arundel, Baltimore, Howard and Washington Counties, Maryland, as well as Baltimore City, Maryland.

ORRF’s principal executive offices are located at 77 East King Street, Shippensburg, Pennsylvania 17257, with additional executive and administrative offices at 4750 Lindle Road, Harrisburg, Pennsylvania, 17111.

You can find additional information about the company in its filings with the SEC referenced in the section in this joint proxy statement/prospectus titled “Where You Can Find More Information” on page 130.

Codorus Valley Bancorp, Inc. is a Pennsylvania business corporation, incorporated on October 7, 1986. On March 2, 1987, Codorus Valley became a bank holding company under the BHC Act. PeoplesBank, A Codorus Valley Company, is its wholly owned bank subsidiary. CVLY’s business consists primarily of managing PeoplesBank, and its principal source of income is dividends received from PeoplesBank. PeoplesBank offers a full range of consumer, business, wealth management, and mortgage services at financial centers located in communities throughout South Central Pennsylvania and Central Maryland. CVLY also wholly-owns one non-bank subsidiary, SYC Realty Co., Inc., a subsidiary for holding certain foreclosed assets pending liquidation.

On December 31, 2023, CVLY had total consolidated assets of $2.2 billion, total deposits and other liabilities of $2.00 billion, and total shareholders’ equity of $199,605,000.

PeoplesBank operates under a state charter and is subject to regulation by the DOBS, and the FDIC. CVLY is subject to regulation by the Federal Reserve Board and the DOBS.

As of December 31, 2023, CVLY employed 317 full-time associates (including CVLY’s officers) and 24 part-time associates.

CVLY’s principal executive offices are located at 105 Leader Heights Road, York, Pennsylvania 17403, with additional operations in York, Cumberland and Lancaster Counties, Pennsylvania and Baltimore and Harford Counties and Baltimore City in Maryland.

You can find additional information about the company in its filings with the SEC referenced in the section in this joint proxy statement/prospectus titled “Where You Can Find More Information” on page 130.

Each of ORRF and CVLY’s respective boards has unanimously approved the merger agreement and the transactions contemplated thereby. The merger agreement provides that, pursuant to the terms and conditions set forth in the merger agreement, CVLY will be acquired by ORRF in a transaction in which CVLY will merge with and into ORRF, with ORRF as the surviving entity. Promptly following the consummation of the merger, PeoplesBank will be merged with and into Orrstown Bank, with Orrstown Bank as the combined bank.

Each share of CVLY common stock issued and outstanding immediately prior to the effective time, will be canceled and converted into the right to receive 0.875 shares of ORRF common stock. CVLY shareholders who would otherwise be entitled to a fraction of a share of ORRF common stock in the merger will instead receive, for the fraction of a share, an amount in cash (without interest) based on the ORRF average share price.

ORRF shareholders are being asked to approve the ORRF share issuance proposal and CVLY shareholders are being asked to approve the CVLY merger proposal. See the section entitled “The Merger Agreement” beginning on page 89 for additional and more detailed information regarding the legal documents that govern the merger, including information about the conditions to the completion of the merger and the provisions for terminating or amending the merger agreement.

The ORRF board, the CVLY board and the respective senior management teams of ORRF and CVLY regularly review the performance, strategy, competitive position, opportunities and prospects of their respective companies, as part of their goals and efforts to enhance value for their respective shareholders and to deliver the best possible products and services to their respective customers and communities. These reviews have included consideration of, among other things, the then-current business, economic and regulatory environments, as well as developments in the banking and financial services industries and the opportunities and challenges facing participants in those industries generally, and for ORRF and CVLY in particular. These reviews have also included assessments of ongoing consolidation in the financial services industry and consideration of, and discussions with other companies regarding, potential strategic transactions, including business combinations, as well as the benefits and risks of continued operations as standalone companies, all with the goal of furthering the companies’ respective strategic objectives and enhancing shareholder value.

As part of ORRF’s continued growth and ongoing strategic planning activities, the ORRF board and members of ORRF’s senior management, from time to time with assistance from outside advisors, examine ORRF’s future growth prospects and strategic direction in light of changing market and economic conditions with a view towards strengthening ORRF’s competitiveness and enhancing long-term shareholder value. Consistent with ORRF’s business strategy and objectives, on May 1, 2019, ORRF completed the acquisition of Hamilton Bancorp, Inc. (“Hamilton”), the holding company of Hamilton Bank, a Maryland-chartered bank headquartered in Towson, Maryland. The transaction expanded ORRF’s predominantly south central Pennsylvania footprint into the greater Baltimore area. After the Hamilton acquisition, ORRF’s market area encompassed Berks, Cumberland, Dauphin, Franklin, Lancaster and Perry Counties in Pennsylvania and Anne Arundel, Baltimore, Howard, and Washington Counties and Baltimore City in Maryland, but with only a limited presence in York and Adams Counties, Pennsylvania.

As part of CVLY’s continuous efforts to enhance its business and increase value for CVLY shareholders, the CVLY board, in consultation with CVLY senior management and, from time to time, with outside advisors, regularly reviews and considers CVLY’s business plans and its strategic options, including organic growth, potential acquisitions of other financial institutions by CVLY, mergers of equals and acquisitions of CVLY. These strategic discussions have been set against a backdrop of, among other things, business performance, as well as prospects and developments in the financial services industry, the risks, costs, and benefits associated with acquiring or merging with another financial institution, the local and national economic environment, and the business and regulatory environment facing financial institutions generally and CVLY in particular. These reviews and discussions have also included considerations of possible strategic growth transactions and other strategic initiatives available to CVLY, such as capital management strategies and new product development. The CVLY board and senior management also reviews and discusses topics that included, but were not limited to, the mergers and acquisitions environment, including multiples and premiums being paid in connection with

acquisitions, identification of potential strategic partners for CVLY, and the costs, benefits and risks to CVLY and CVLY shareholders of pursuing strategic business combinations and sale opportunities compared to the benefits and risks of continued operation as a standalone company, including those relating to continued investment in technology and potential expansion into contiguous markets such Maryland and other counties in Pennsylvania, where it may not have a substantial presence.

In connection with the evaluation of these strategic alternatives, Craig L. Kauffman, CVLY’s and PeoplesBank’s current President and Chief Executive Officer (who was previously CVLY’s Chief Operating Officer), and Larry Miller, then CVLY’s President and Chief Executive Officer, had, from time to time, high-level exploratory discussions with representatives of other financial institutions, including ORRF, relating to potential strategic transactions, including possible business combination opportunities, and regularly updated the CVLY board regarding such discussions. In this regard, Thomas R. Quinn, Jr., ORRF’s President and Chief Executive Officer, met with Mr. Miller and Mr. Kauffman for a preliminary discussion regarding a possible combination among the parties on August 20, 2021. Additional preliminary discussions took place in September of 2021.

On September 15, 2021, CVLY announced that Mr. Kauffman had been appointed CVLY’s and PeoplesBank’s President and Chief Executive Officer, effective October 1, 2021, upon Mr. Miller’s retirement from CVLY. At that time, any preliminary discussions regarding a transaction between the two companies stopped while CVLY focused on its leadership transition, its interactions with an activist shareholder and its developing strategic plan. Mr. Quinn and Mr. Kauffman spoke periodically after that to discuss issues affecting the banking industry in general, including challenges facing community banking organizations.

The ORRF board holds an annual offsite strategic retreat each year during which the ORRF board generally discusses, among other items, the company’s strategic options. During its 2022 annual offsite strategic retreat held in October 2022, the ORRF board discussed several potential acquisition opportunities, including a merger of equals with CVLY. At the meeting, the ORRF board and management discussed the potentially compelling strategic rationale for a merger of equals with CVLY which, in ORRF’s view, included the creation of a high-performing community bank franchise, the strong financial impact of the transaction on profitability metrics with the potential to drive shareholder value, the fact that a merger with CVLY would provide a logical market fill-in connecting ORRF’s Maryland and Pennsylvania footprints, and the benefits of increased scale and operating leverage to support further growth initiatives.

During a meeting on October 31, 2022 between Mr. Quinn and Mr. Kauffman, Mr. Quinn suggested that they explore the feasibility of a potential merger of equals transaction between CVLY and ORRF. During these discussions, Mr. Quinn offered his perspective with respect to board composition, executive roles and headquarters location with respect to a combined company. At the conclusion of this meeting, Mr. Quinn and Mr. Kauffman agreed to inform their respective boards of directors about their conversation before discussing further.

At the meeting of the CVLY board on November 8, 2022, Mr. Kauffman informed the CVLY board of his recent discussions with Mr. Quinn, and the CVLY board considered the feasibility of a merger of equals transaction with ORRF and evaluated other strategic alternatives, as well as the continued operation of CVLY as a standalone enterprise. The CVLY board discussed perceived challenges with respect to mergers and acquisitions, generally, given the rising interest rates and other economic factors, and, specifically, as they relate to a merger of equals transaction with ORRF. Following its discussion, the CVLY board instructed Mr. Kauffman to continue CVLY’s strategic planning process and to revisit potential strategic options from time-to-time as appropriate, including with respect to a possible combination with ORRF.

Throughout the latter part of 2022 and the beginning of 2023, Mr. Quinn and Mr. Kauffman continued to periodically discuss issues affecting the banking industry. Mr. Quinn and Mr. Kauffman met for lunch on March 4, 2023 and for dinner on June 9, 2023, where they discussed the performance of their respective organizations and banking conditions affecting their businesses and the industry as a whole. During these meetings, neither Mr. Quinn nor Mr. Kauffman specifically mentioned a possible transaction between the two companies.

Mr. Quinn and Mr. Kauffman revisited the discussion of a possible transaction beginning on July 21, 2023. During these discussions, Mr. Quinn and Mr. Kauffman discussed ORRF and CVLY’s complementary business strategies, strategic goals and operating philosophies, including with respect to their community banking business models and community commitment. Mr. Quinn and Mr. Kauffman further discussed other business issues related

to a merger of equals transaction, including headquarters location and succession planning, as well as the strong cultural fit between the two companies and potential benefits to CVLY and ORRF’s shareholders from a potential strategic transaction between the companies, including the potential benefits from increased scale of operations.

Following these renewed discussions, on July 27, 2023, Mr. Quinn and Mr. Kauffman agreed to update their respective boards of directors of their conversations and that the two companies should enter into a nondisclosure agreement to facilitate further discussions between the companies regarding a potential transaction structured as a merger of equals. On August 1, 2023, the parties executed a customary mutual nondisclosure agreement (which included a one-year standstill provision and customary obligations to preserve the confidentiality of information provided by the parties) to allow for the confidential exchange of information between the parties.

In late August 2023, Mr. Kauffman and Mr. Quinn continued their discussions regarding a potential merger of equals and the potential transaction synergies and exchanged limited non-public business and financial information about their respective companies. On August 30-31, 2023, Mr. Quinn and Neelesh Kalani, ORRF’s Chief Financial Officer, met twice with Mr. Kauffman and Larry D. Pickett, CVLY’s Chief Financial Officer, to discuss the potential framework for a merger of equals between CVLY and ORRF, including the potential financial benefits, synergies and cost savings associated with such a merger, as well as a high-level outline of a post-merger organizational structure of the combined company. This meeting reinforced Mr. Quinn’s and Mr. Kauffman’s shared belief that both companies and their shareholders and other constituencies could benefit from a combination of the two companies.

During its 2023 annual offsite strategic retreat held on September 10-12, 2023, the CVLY board discussed and evaluated CVLY’s strategic plan in consultation with members of CVLY executive management and representatives of KBW. Discussions took place regarding the mergers and acquisitions environment, generally, and the feasibility of other possible strategic alternatives for CVLY. The CVLY board discussed the potential merger of equals with ORRF, among others, including the due diligence efforts and observations to date. Specifically, Mr. Kauffman advised attendees about his positive discussions with the ORRF management team and his observation about the cultural alignment between the two banking companies.

On September 14, 2023, Mr. Kaufmann presented to Mr. Quinn a non-binding term sheet outlining certain aspects of a proposed merger of equals between the parties, consistent with the parties’ preliminary discussions to date, and they further negotiated the terms of the possible transaction. On September 15, 2023, Mr. Quinn presented to Mr. Kauffman a revised non-binding term sheet, consistent with the parties’ discussions to date, for review and consideration by the boards of directors of their respective companies. The term sheet provided that, among other terms: CVLY would merge into ORRF with ORRF as the surviving corporation in an all-stock transaction with a fixed exchange ratio to be negotiated by the parties; the headquarters of the combined company would be located in Harrisburg, Pennsylvania and the operations center of the combined company would be located in York, Pennsylvania; the board of directors of the combined company would be comprised of 13 members, seven of whom would come from ORRF’s board and six of whom would come from CVLY’s board; and the proposed composition of board committees and the executive management team of the proposed combined company. The term sheet remained subject to, among other conditions, satisfactory completion of due diligence, the negotiation of a definitive merger agreement between the parties, and the approval of such definitive merger agreement by the boards of directors of both companies. No pricing assumptions were discussed or otherwise included in the term sheet.

The term sheet was presented by Mr. Kauffman to CVLY’s executive management team and, thereafter, to the CVLY board at a special meeting held on September 18, 2023. The term sheet was discussed by the ORRF board at its regularly scheduled meeting held on September 20, 2023.

At the special meeting of the CVLY board held on September 18, 2023, and the regularly scheduled meeting of the ORRF board on September 20, 2023, both boards authorized their respective management teams to take steps to further investigate a potential transaction between the parties. Following these meetings, Mr. Kauffman called Mr. Quinn to inform him that the CVLY board expressed support on commencing initial due diligence efforts.

ORRF engaged Raymond James and Goodwin Procter LLP as its financial advisor and legal advisor, respectively, for the transaction. CVLY engaged KBW and Holland & Knight LLP as its financial advisor and legal advisor, respectively, for the transaction.

On September 22, 2023, CVLY provided ORRF with a draft of an addendum to the mutual non-disclosure agreement between the parties, which addendum was designed to safeguard the competitively sensitive information of the parties and provide for the non-solicitation of each party’s customers and employees. On this date, ORRF requested that CVLY enter into a mutual exclusivity agreement for the potential transaction. CVLY declined to do so, indicating that it would only consider exclusivity after satisfactory completion of preliminary due diligence. The parties negotiated the addendum, which was executed on September 26, 2023. The parties established electronic data rooms to facilitate the exchange of business and financial information between the parties and were given access to these data rooms effective as of execution of the addendum on September 26, 2023.

Throughout October 2023, ORRF and CVLY conducted their due diligence review of the other company’s operations, assets and liabilities. Each party engaged its own third-party consultant with expertise in commercial credit to perform due diligence of the other party’s loan portfolio.

On October 8, 2023, as part of its annual offsite strategic retreat, the ORRF board held a regularly scheduled meeting at which the potential transaction was discussed in executive session. On October 9, 2023, the ORRF board held its annual strategic session, which was also attended by Mr. Kalani, Robert G. Coradi, ORRF’s Chief Risk Officer, and Matthew Dyckman, ORRF’s General Counsel, and representatives of Raymond James. During this strategic session, representatives of Raymond James provided the ORRF board with an overview of the current state of the banking market, a review of mergers of equals including recent merger of equals transactions, an overview of CVLY’s franchise, a discussion of the financial metrics of the potential merger of equals, and an overview of the pro forma franchise of the combined company. Raymond James also discussed with ORRF’s board and management the benefits of a merger of equals transaction between the parties, including: significantly enhanced scale; significant earnings per share accretion; the filling of the current gap in ORRF’s footprint between Harrisburg and Baltimore, particularly in York and Adams Counties, Pennsylvania; the complementary nature of the two banking franchises, including the pro forma $2.7 billion of assets under management for the wealth division of the combined company; and the beneficial impact of larger scale on ORRF’s ability to complete additional acquisitions in the future. The meeting participants also discussed the potential risks of the proposed transaction. These risks included: higher tangible book value dilution relative to historic norms; elevated integration risk associated with the relative size of the two companies; the impact of the loan interest rate mark on the transaction; and the ability of the combined company to achieve targeted cost savings. ORRF’s board and management also discussed legal and regulatory considerations and the importance of confidentiality regarding the consideration of such a business combination. Based on the discussion, the ORRF board concluded that there was the potential for significant pro forma value creation for both companies’ shareholders in a merger of equals between the parties, and unanimously indicated its support for continued exploration of a business combination with CVLY. After the meeting, members of the ORRF board attended dinner with Mr. Kauffman. Mr. Quinn was invited to meet with members of the CVLY board for a similar informal dinner meeting on October 18, 2023.

On October 10, 2023, as part of its regularly scheduled board meeting, the CVLY board and the PeoplesBank board held a joint meeting, at which representatives of KBW were present. While the primary focus of the joint meeting was to discuss regular items of business, KBW was invited to review publicly available information about mergers of equals transactions that other banking organizations have entered into as well as preliminary financial impacts of the potential transaction. In addition, Mr. Kauffman presented information about early due diligence findings with respect to CVLY’s evaluation of ORRF, including CVLY’s consultant’s early observations with respect to ORRF’s loan portfolio, and outstanding open diligence items.

On October 26, 2023, ORRF held a special board meeting at which representatives of Raymond James provided an update on the potential transaction, which included a discussion of an exchange ratio analysis, the financial metrics of the transaction, which were being updated to reflect the third quarter financial results of both companies, transaction assumptions, the impact of the interest rate mark, and a pricing sensitivity analysis. The ORRF board discussed with the representatives of Raymond James the importance of the transaction’s pricing metrics to the ORRF board’s overall assessment of, and recommendation regarding, the proposed business combination. Also at this meeting, ORRF management provided the board with a preliminary due diligence

report, which included the preliminary conclusions of the independent third-party review of CVLY’s loan portfolio. Management emphasized that due diligence was not yet complete and that the company’s third-party loan review company had not yet finalized its conclusions. The preliminary loan interest rate mark analysis was discussed at length.

On October 30, 2023, senior management of both ORRF and CVLY conducted in-person management interviews as part of the continuing due diligence discussions of each other by both companies. Representatives of Raymond James, KBW, and Holland & Knight LLP, CVLY’s outside counsel, were also present. During these meetings, the two companies discussed their respective business prospects, credit profile, employment arrangements, and operations, as well as various materials provided through the electronic data rooms. The companies also discussed CVLY’s desire to explore a possible transaction structure in which CVLY would acquire ORRF based on market prices of the two companies at the time, and CVLY’s concern that payments under ORRF’s change of control agreements could be payable at closing, regardless of how the merger transaction was structured. Mr. Kauffman expressed CVLY’s position that resolution of the overall structure of the transaction and its impact on management arrangements was necessary before CVLY would proceed with any further discussions with ORRF. Mr. Quinn indicated that ORRF did not believe that the merger would trigger change of control payments under ORRF’s change of control agreements if the transaction were structured with ORRF as the surviving entity. Mr. Quinn also expressed the view that a transaction structure in which CVLY would be the surviving entity was not workable. Mr. Kauffman again stressed to Mr. Quinn that reaching an acceptable resolution of these issues was necessary to achieve CVLY’s board support of the proposed transaction.

Both ORRF and CVLY continued to work on completing their respective due diligence in the days following that meeting and substantially completed due diligence by November 2, 2023. On that date, ORRF again asked CVLY to enter into a mutual exclusivity agreement for the transaction. CVLY again declined to do so, citing the need to consult with its board regarding CVLY’s due diligence findings and resolve the concerns outlined by Mr. Kauffman to Mr. Quinn at the October 30, 2023 meeting.

On November 6, 2023, the CVLY board held a special meeting at which members of CVLY senior management and representatives of KBW and Holland & Knight LLP were present. At the special meeting, the CVLY board reviewed CVLY’s due diligence findings, and Mr. Kauffman and other members of CVLY management provided an update on the potential transaction and CVLY’s due diligence findings. Mr. Kauffman advised the board of the status of the discussions with ORRF and the open issues that emerged from due diligence. Specifically, Mr. Kauffman and Daniel Stolzer, CVLY’s General Counsel, discussed with the board the proposed structure of the merger and its impact on potential change in control payments to the executives of both companies. They also advised the board of ORRF’s continuing desire to enter into a mutual exclusivity agreement. At the conclusion of the meeting, the CVLY board informed Mr. Kauffman and other members of CVLY’s management that the board would support moving forward with negotiations of a definitive agreement for a potential merger of equals transaction with ORRF, but only if there was first a satisfactory resolution of CVLY’s concerns regarding these issues. The board then authorized Mr. Kauffman to enter into a mutual exclusivity agreement with ORRF, but only at such time as he was satisfied that the issues were satisfactorily resolved.

From November 6, 2023 through November 10, 2023, Mr. Quinn, Mr. Kauffman, Mr. Dyckman and Mr. Stolzer, informed by their respective counsel at Goodwin Procter LLP (for ORRF) and Holland & Knight LLP (for CVLY) continued to discuss how to resolve their conflicting views on structure and its impact on ORRF’s executive management agreements. Then, on the evening of November 13, 2023, Mr. Quinn called Mr. Kauffman to discuss the issue further and he then provided assurances to Mr. Kauffman that he would work with CVLY to resolve the issues in a manner that is satisfactory to CVLY and its board. Mr. Kauffman then agreed to execute ORRF’s proposed mutual exclusivity agreement providing for negotiating exclusivity between the parties through December 31, 2023. Later that day, Goodwin Procter LLP circulated an initial draft of the definitive merger agreement to Holland & Knight LLP.

During the balance of November and the beginning of December 2023, Goodwin Procter LLP and Holland & Knight LLP, exchanged several additional drafts of the merger agreement and related transaction documents, and the parties, with the assistance of their respective legal and financial advisors, continued to negotiate the outstanding terms of the merger agreement. During this time, ORRF also negotiated individual employment agreements with Mr. Kauffman, Ms. Doll, Mr. Clabaugh, Mr. Campagna and two other members of CVLY and PeoplesBank management and new change in control agreements with all of these individuals other than Mr. Clabaugh. The new employments agreements, entered into in connection with the execution of the merger

agreement, would take effect at the closing of the merger. The change in control agreements would not be effective in the current proposed merger of CVLY and ORRF. In addition, during this time, certain ORRF executives acknowledged that payments under their change in control agreements would not be triggered in the current proposed merger.

On December 4, 2023, ORRF, through its financial advisor Raymond James, initially proposed an exchange ratio of 0.86x shares of ORRF common stock for each share of CVLY common stock. Over the course of the period between December 4, 2023 and December 11, 2023, the parties, with the assistance of their respective financial advisors, continued to negotiate the final exchange ratio in the transaction.

On December 5, 2023, the ORRF board held a special meeting at which representatives of Raymond James provided an updated transaction analysis, including an exchange ratio analysis, the financial metrics for the transaction, transaction assumptions, the impact of the interest rate marks, and a pricing sensitivity analysis. In addition, management provided the board with its final due diligence report. The ORRF board and management held an extensive discussion regarding the potential advantages and risks to ORRF and its shareholders and other constituencies of the potential transaction and ORRF’s possible advantages and risks in moving forward with the transaction, as well as management’s due diligence findings. Following these discussions, the ORRF board directed management to move forward with finalizing the terms of the transaction.

On December 8, 2023, following a meeting of CVLY’s compensation committee, the CVLY board and the PeoplesBank board held a special meeting to discuss the progress of the proposed transaction with ORRF. At this meeting, Mr. Kauffman provided an overview on the progress of the negotiation of the merger agreement and other key transaction documents. Representatives of KBW then provided an update regarding the mergers and acquisitions environment, a comparison of financial metrics of the proposed transaction and recent bank merger of equals transactions, an overview of each of CVLY’s and ORRF’s standalone financial position and illustrative pro forma financial information for the combined company based on various assumptions, including alternative transaction structures. Representatives of KBW also reviewed the historical stock price performance of CVLY and ORRF, historical trading ratios of CVLY common stock to ORRF common stock and other financial and valuation matters. Holland & Knight LLP advised the CVLY board of its fiduciary duties in connection with the transaction. Holland & Knight LLP and Mr. Stolzer then provided a detailed review of the terms of the proposed merger agreement, including the various representations and warranties of the parties, the covenants affecting the businesses of the parties between signing of the merger agreement and the transaction’s closing, the conditions to the transaction’s closing and the merger agreement’s termination provisions, including the break-up fee payable under certain circumstances. The agreements ancillary to the merger agreement were also discussed. Mr. Stolzer then discussed the terms of the change of control and employment agreements that were contemplated to be entered into with CVLY executive management team members and further provided an update on the status of the voting and other agreements that certain members of ORRF management undertook to execute in connection with the proposed transaction.

On December 11, 2023, the ORRF board held a special meeting at which Raymond James updated the board on the current state of the banking market, recent merger of equals transactions, CVLY’s banking franchise, the financial metrics of the potential merger and the pro forma franchise of the combined company, as well as the potential benefits and risks of the transaction. At that meeting, the ORRF board was informed that the exchange ratio would be set at 0.875 shares of ORRF common stock for each share of CVLY common stock, subject to final review and approval by both boards. Mr. Dyckman then updated the ORRF board on the status of the negotiations regarding the draft definitive merger agreement and the discussions regarding employment arrangements and change of control agreements with certain CVLY officers who would be continuing with the combined company. Representatives of Goodwin Procter LLP and Mr. Dyckman conducted a detailed review of terms and conditions of the merger and the merger agreement with the ORRF board. Goodwin Procter LLP and Mr. Dyckman also advised the ORRF board of its fiduciary duties in connection with the transaction and the terms of the merger agreement.

On December 12, 2023, the CVLY board held a special meeting for the purposes of considering the merger agreement. Members of CVLY senior management and representatives of Holland & Knight LLP and KBW were also present at the meeting. KBW reviewed the financial aspects of the transaction, including certain financial analyses performed by KBW, and rendered to the CVLY board its opinion, which was initially rendered verbally and confirmed in a written opinion dated December 12, 2023, to the effect that, as of that date and subject to the procedures followed, assumptions made, matters considered and qualifications and limitations on the review

undertaken by KBW as set forth in its opinion, the exchange ratio in the proposed merger pursuant to the merger agreement was fair from a financial point of view to the holders of CVLY common stock. See “The Merger — Opinion of CVLY’s Financial Advisor” beginning on page 63 and Appendix C. Holland & Knight LLP and Mr. Stolzer then outlined the changes that were made to the merger agreement and ancillary documentation since the last meeting on December 8, 2023 and provided an outline of the voting agreements that the CVLY board and certain members of executive management were being asked to sign. See “The Voting Agreements” beginning on page 105 for more information. Following a discussion of these matters, including the perceived strategic and financial benefits to CVLY’s shareholders and its other constituencies, the significant expansion of the combined company’s presence in Lancaster County and in Maryland and the cultural alignment between CVLY and ORRF, the CVLY board voted unanimously to approve the definitive merger agreement and the transactions contemplated thereby, and recommended the approval of the merger agreement by the CVLY shareholders.

On December 12, 2023, the ORRF board also held a special meeting for the purposes of considering the merger agreement. Representatives of Raymond James reviewed the financial aspects of the transaction, including financial analyses performed by Raymond James, and rendered to the ORRF board its oral opinion, which was subsequently confirmed by its written opinion dated December 12, 2023, to the effect that, as of that date and subject to the procedures followed, assumptions made, matters considered and qualifications and limitations on the review undertaken as set forth in its opinion, the exchange ratio in the merger pursuant to the merger agreement was fair from a financial point of view to the holders of ORRF common stock. See “The Merger — Opinion of ORRF’s Financial Advisor” beginning on page 56 and Appendix B. Also at the meeting, the ORRF board thoroughly discussed and considered the terms and conditions of the merger and the merger agreement. Representatives of Goodwin Procter LLP and Mr. Dyckman reviewed the final terms and conditions of the merger and the merger agreement with the ORRF board, and reminded the ORRF board of its fiduciary duties in connection with the transaction and the terms of the merger agreement. After deliberation, the ORRF board voted unanimously to approve the merger agreement and the transactions contemplated thereby, recommended that the ORRF shareholders approve the issuance of the merger consideration, and authorized ORRF management to execute the merger agreement.

Later on December 12, 2023, the merger agreement was executed and delivered by CVLY and ORRF. The parties announced the transaction after the close of the financial markets on December 12, 2023 in a press release jointly issued by CVLY and ORRF.

After careful consideration, the ORRF board, at a meeting held on December 12, 2023, unanimously (i) determined that the merger agreement and the transactions contemplated thereby, including the merger, the bank merger and the issuance of ORRF common stock, are advisable and fair to and in the best interests of ORRF and its shareholders and (ii) approved and adopted the merger agreement and the transactions contemplated thereby.

In reaching its decision, the ORRF board evaluated the merger agreement, the merger, the bank merger and other matters contemplated by the merger agreement in consultation with ORRF’s senior management, as well as with ORRF’s legal and financial advisors, and considered a number of factors, including, but not limited to, the following:

The ORRF board also considered potential risks related to the merger but concluded that the anticipated benefits of the merger were likely to outweigh these risks. These potential risks include:

The foregoing discussion of the information and factors considered by the ORRF board is not intended to be exhaustive, but includes the material factors considered by the ORRF board. In reaching its decision to approve the merger, the merger agreement and the other transactions contemplated by the merger agreement, the ORRF board did not quantify or assign any relative weights to the factors considered, and individual directors may have given different weights to different factors. The ORRF board considered all these factors as a whole, including through its discussions with ORRF’s management and financial and legal advisors, in evaluating the merger agreement, the merger, the bank merger, and the other transactions contemplated by the merger agreement.

For the reasons set forth above, the ORRF board determined that the merger agreement (including the merger, the bank merger and the ORRF share issuance) are advisable and fair to and in the best interests of ORRF and its shareholders. The ORRF board unanimously recommends that ORRF shareholders vote “FOR” approval of the ORRF share issuance proposal.

Certain of ORRF’s directors and executive officers have other interests in the merger that are different from, or in addition to, those of ORRF’s shareholders generally, as discussed under the section entitled “The Merger — Interests of ORRF Directors and Executive Officers in the Merger” beginning on page 75. The ORRF board was aware of and considered these potential interests, among other matters, in evaluating the merger and in making its recommendation to ORRF shareholders.

There can be no assurance that the potential synergies or opportunities considered by the boards will be achieved through completion of the merger. See the section of this proxy statement/prospectus titled “Risk Factors — Risks Relating to the Merger” beginning on page 25.

After careful consideration, at a meeting held on December 12, 2023, the CVLY board determined that the merger agreement and the transactions contemplated thereby, including the merger and the bank merger, is advisable and in the best interests of CVLY and approved and adopted the merger agreement and transactions contemplated thereby, including the merger and the bank merger.

In reaching its decision, the CVLY board evaluated the merger agreement, the merger, the bank merger and other matters contemplated by the merger agreement in consultation with CVLY’s senior management, as well as with CVLY’s legal and financial advisors, and considered a number of factors, including, but not limited to, the following:

The CVLY board also considered a number of potential risks and uncertainties associated with the merger in connection with its deliberation of the merger, including, without limitation, the following:

The foregoing discussion of the information and factors considered by the CVLY board is not intended to be exhaustive, but includes the material factors considered by the CVLY board. In reaching its decision to approve the merger agreement, the CVLY board did not quantify or assign any relative weights to the factors considered, and individual directors may have given different weights to different factors. The CVLY board considered all these factors as a whole, including through discussions with, and questioning of, CVLY’s management and outside financial and legal advisors, and overall the CVLY board considered the factors to be favorable to, and to support, its determination.

The CVLY board recognizes that there can be no assurance about future results, including results expected or considered in the factors listed above, such as assumptions regarding anticipated cost savings.

Certain of CVLY’s directors and executive officers have other interests in the merger that are different from, or in addition to, those of CVLY shareholders generally, as discussed under the section entitled “The Merger — Interests of Certain CVLY Directors and Executive Officers in the Merger” beginning on page 78. The CVLY board was aware of and considered these potential interests, among other matters, in evaluating the merger and in making its recommendation to CVLY board shareholders.

It should be noted that this explanation of the reasoning of the CVLY board and all other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed in the section entitled “Cautionary Statement Concerning Forward-Looking Statements” beginning on page 23.

The CVLY board unanimously recommends that CVLY shareholders vote “FOR” approval of the CVLY merger proposal.

ORRF retained Raymond James as financial advisor on September 19, 2023. Raymond James is a globally-recognized investment banking firm offering a full range of investment banking services to its clients. In the ordinary course of its investment banking business, Raymond James is regularly engaged in the valuation of financial institutions and their securities in connection with mergers and acquisitions and other corporate transactions. Pursuant to that engagement, the ORRF board requested that Raymond James evaluate the fairness, from a financial point of view, of the exchange ratio pursuant to the merger agreement to the holders of ORRF common stock.

At the December 12, 2023 meeting of the ORRF board, representatives of Raymond James rendered its opinion, subsequently confirmed in writing and dated December 12, 2023, to the ORRF board (in its capacity as such), as to the fairness, as of such date, from a financial point of view, of the exchange ratio in the merger pursuant to the merger agreement to the holders of ORRF common stock, based upon and subject to the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of review undertaken by Raymond James in connection with the preparation of its opinion.

The full text of the written opinion of Raymond James is attached as Appendix B to this joint proxy statement/prospectus. The summary of the opinion of Raymond James set forth in this joint proxy statement/prospectus is qualified in its entirety by reference to the full text of such written opinion. ORRF

shareholders are urged to read the entire opinion carefully in connection with their consideration of the merger agreement and the merger. The opinion of Raymond James speaks only as of the date of the opinion and does not reflect any developments that may occur or may have occurred after the date of its opinion and prior to the completion of the merger.

Raymond James provided its opinion for the information of the ORRF board (in its capacity as such) in connection with, and for purposes of, its consideration of the merger and its opinion only addresses whether the exchange ratio in the merger pursuant to the merger agreement was fair, from a financial point of view, to the holders of ORRF common stock. The opinion of Raymond James does not address any other term or aspect of the merger agreement or the merger contemplated thereby, the underlying business decision of ORRF to engage in the merger, the form or structure of the merger, the relative merits of the merger as compared to any other alternative business strategies that might exist for ORRF, or any other transaction in which ORRF might engage. The Raymond James opinion does not constitute a recommendation to the ORRF board or to any holder of ORRF common stock as to how the ORRF board, such shareholder or any other person should vote or otherwise act with respect to the merger or any other matter. Raymond James does not express any opinion as to the likely trading range of ORRF common stock following the merger, which may vary depending on numerous factors that generally impact the price of securities or on the financial condition of ORRF at that time. Raymond James’s opinion was approved by Raymond James’s fairness opinion committee.

In connection with its review of the proposed merger and the preparation of its opinion, Raymond James, among other things:

With ORRF’s consent, Raymond James assumed and relied upon the accuracy and completeness of all information that was available to Raymond James from public sources, supplied by or on behalf of ORRF or otherwise reviewed by or discussed with Raymond James, and Raymond James did not undertake any duty or responsibility to, nor did Raymond James, independently verify any of such information. Furthermore, Raymond James undertook no independent analysis of any potential or actual litigation, regulatory action, possible unasserted claims or other contingent liabilities, to which ORRF or CVLY was a party or may have been subject, or of any governmental investigation of any possible unasserted claims or other contingent liabilities to which ORRF or CVLY was a party or may become subject. With ORRF’s consent, the opinion of Raymond James made no assumption concerning, and therefore did not consider, the potential effects of any such litigation, claims or investigations or possible assertions. Raymond James did not make or obtain an independent appraisal of the assets or liabilities (contingent or otherwise) of ORRF or CVLY. With respect to the Projections, Pro Forma Financial Adjustments, and any other information and data provided to or otherwise reviewed by or discussed with Raymond James, Raymond James, with ORRF’s consent, assumed that the Projections, Pro Forma Financial Adjustments and such other information and data were reasonably prepared in good faith on bases reflecting (or, in the case of the Projections with respect to 2023, 2024 and 2025, which were prepared using consensus analyst estimates for the years 2023, 2024 and 2025, are consistent with) the best then-currently available estimates and judgments of management of ORRF, and Raymond James relied upon ORRF to advise Raymond James promptly if any information previously provided became inaccurate or was required to be updated during the period of its review. Raymond James expressed no opinion with respect to the Projections, the Pro Forma Financial Adjustments or the assumptions on which they were based. Raymond James assumed that the final form of the merger agreement would be substantially similar to the Draft Agreement reviewed by Raymond James, and that the merger would be consummated in accordance with the terms of the merger agreement without waiver or amendment of any conditions thereto. Furthermore, Raymond James assumed, in all respects material to its analysis, that the representations and warranties of each party contained in the merger agreement were true and correct and that each such party would perform all of the covenants and agreements required to be performed by it under the merger agreement without being waived. Raymond James relied upon and assumed, without independent verification, that (i) the merger would be consummated in a manner that complies in all respects with all applicable federal and state statutes, rules and regulations, and (ii) all governmental, regulatory and other consents and approvals necessary for the consummation of the merger would be obtained and that no delay, limitations, restrictions or conditions would be imposed or amendments, modifications or waivers made that would have an effect on the merger, ORRF or CVLY that would be material to its analyses or opinion.

The Raymond James opinion was based upon market, economic, financial and other circumstances and conditions existing and disclosed to Raymond James as of December 11, 2023, and any material change in such circumstances and conditions would require a reevaluation of the Raymond James opinion, which Raymond James is under no obligation to undertake. Raymond James relied upon and assumed, without independent verification, that there had been no change in the business, assets, liabilities, financial condition, results of operations, cash flows or prospects of ORRF or CVLY since the respective dates of the most recent financial statements and other information, financial or otherwise, provided to Raymond James that would be material to Raymond James’s analyses or opinion, and that there was no information or any facts that would make any of the information reviewed by Raymond James incomplete or misleading in any material respect. As the ORRF board was aware, the credit, financial and stock markets had been experiencing and do experience volatility from time to time and Raymond James expressed no opinion or view as to any potential effects of such volatility on the merger, ORRF or CVLY. The Raymond James opinion did not purport to address any potential developments in any such credit, financial and stock markets on the exchange ratio after December 11, 2023.

Raymond James expressed no opinion as to the underlying business decision to effect the merger, the structure or tax consequences of the merger, or the availability or advisability of any alternatives to the merger. Raymond James provided advice to ORRF with respect to the proposed merger. Raymond James did not, however, recommend any specific amount of consideration or that any specific consideration constituted the only appropriate consideration for the merger. Raymond James did not solicit indications of interest with respect to a

transaction involving ORRF nor did Raymond James advise ORRF with respect to its strategic alternatives. The opinion of Raymond James did not express any opinion as to the likely trading range of ORRF common stock or CVLY common stock following the announcement or consummation of the merger, which may vary depending on numerous factors that generally impact the price of securities or on the financial condition of ORRF or CVLY at that time. The Raymond James opinion was limited to the fairness, from a financial point of view, to the holders of ORRF common stock, of the exchange ratio.

Raymond James expressed no opinion with respect to any other reasons, legal, business, or otherwise, that may support the decision of the ORRF board to approve or consummate the merger. Furthermore, no opinion, counsel or interpretation was intended by Raymond James on matters that require legal, accounting or tax advice. Raymond James assumed that such opinions, counsel or interpretations had been or would be obtained from appropriate professional sources. Furthermore, Raymond James relied, with the consent of ORRF, on the fact that ORRF was assisted by legal, accounting and tax advisors, and, with the consent of ORRF, relied upon and assumed the accuracy and completeness of the assessments by ORRF and its advisors, as to all legal, accounting and tax matters with respect to ORRF, CVLY and the merger, including, without limitation, that the merger would qualify as a reorganization within the meaning of Section 368(a) of the Code. Raymond James is not an expert in the evaluation of allowances for credit losses and had not independently verified such allowances or reviewed or examined any individual loan or credit files. Raymond James assumed, with ORRF’s consent, that the allowance for credit losses (“ACL”) (i) set forth in the respective financial statements of ORRF and CVLY were adequate to cover such losses, (ii) would be adequate on a pro forma basis for the combined company and (iii) complied fully with applicable law, regulatory policy and sound banking practices as of the date of such financial statements.

In formulating its opinion, Raymond James considered only the exchange ratio, and Raymond James did not consider, and did not express an opinion on, the fairness of the amount or nature of any compensation to be paid or payable to any person or entity (including any of ORRF’s or CVLY’s officers, directors or employees) or class of any persons and/or entities, whether relative to the consideration to be paid by ORRF or otherwise. Raymond James was not requested to opine as to, and its opinion did not express an opinion as to or otherwise address, among other things: (1) the fairness of the merger to the holders of any class of securities, creditors or other constituencies of ORRF, or to any other party, except and only to the extent expressly set forth in the last sentence of its opinion or (2) the fairness of the merger to any one class or group of ORRF or such other party’s security holders or other constituents vis-à-vis any other class or group of ORRF or such other party’s security holders or other constituents (including, without limitation, the allocation of any consideration to be received in the merger amongst or within such classes or groups of security holders or other constituents). Raymond James expressed no opinion as to the impact of the merger on the solvency or viability of ORRF or CVLY or the ability of ORRF or CVLY to pay their respective obligations when they come due.

The following summarizes the material financial analyses reviewed by Raymond James with the ORRF board at its meeting on December 12, 2023, which material was considered by Raymond James in rendering its opinion. No company used in the analyses described below is identical or directly comparable to ORRF or CVLY. The summary below is not a complete description of all the analyses underlying the Raymond James opinion or the presentation made by Raymond James to the ORRF board, but is a summary of the material financial analyses performed and presented by Raymond James. The summary includes information presented in tabular format. In order to fully understand the material financial analyses reviewed by Raymond James, these tables must be read together with the accompanying text. The tables alone do not constitute a complete description of such material financial analyses.

Contribution Analysis. Raymond James analyzed the relative contribution of ORRF and CVLY to certain financial and operating metrics for the pro forma combined company resulting from the merger based on the balance sheet for the period ended September 30, 2023. The financial and operating metrics included: (i) assets; (ii) gross loans; (iii) deposits; (iv) tangible common equity; (v) tier 1 capital; (vi) last twelve months (“LTM”) net income; (vii) consensus estimated 2024 net income; and (viii) consensus estimated 2025 net income. Forward net income estimates were based on median consensus estimates as shown by S&P Global Market Intelligence.

The estimates published by Wall Street research analysts were not prepared in connection with the merger or at the request of Raymond James and may or may not prove to be accurate. The relative contribution analysis did not give effect to any potential synergies and cost savings as a result of the merger. The results of this analysis are summarized in the table below:

Selected Companies Analysis. Raymond James reviewed certain data for selected companies with publicly traded equity securities that it deemed relevant in its professional judgment for its analysis. The selected group represents companies Raymond James believed to be relevant to each of ORRF and CVLY. Raymond James selected certain bank and thrift companies that: (i) were headquartered in the Mid-Atlantic (Delaware, District of Columbia, Maryland, New Jersey, New York and Pennsylvania); (ii) had total assets between $2.0 billion and $5.0 billion for ORRF and between $1.5 billion and $4.0 billion for CVLY; (iii) had a most recent quarter return on average assets between 0.50% and 1.50%; and (iv) were traded on either the Nasdaq or the New York Stock Exchange. The aforementioned financial characteristics were shown for the bank subsidiary if consolidated data was unavailable, and the financial characteristics were based on the most recent quarter period reported as of September 30, 2023, if available, otherwise for the quarter period reported as of June 30, 2023. The selected groups excluded mutual holding companies and targets of announced mergers. No company used in the analysis described below is identical or directly comparable to either ORRF or CVLY. The selected companies Raymond James deemed relevant include the following:

Raymond James calculated various financial multiples for each selected public company, including the closing price per share on December 11, 2023, compared to: (i) tangible book value (“TBV”) per share at September 30,

2023 or June 30, 2023 as shown by S&P Global Market Intelligence; (ii) last twelve months earnings per share (“LTM EPS”); (iii) estimated 2024 earnings per share (“2024 EPS”) based on consensus estimates as shown by S&P Global Market Intelligence; and (iv) estimated 2025 earnings per share (“2025 EPS”) based on consensus estimates as shown by S&P Global Market Intelligence. The estimates published by Wall Street research analysts were not prepared in connection with the merger or at the request of Raymond James and may not prove to be accurate. Raymond James reviewed the 25^th percentile and the 75^th percentile relative valuation multiples of the selected public companies for ORRF and CVLY. The results of the selected companies’ analysis for each of ORRF and CVLY are summarized below:

Taking into account the results of the selected companies analysis, Raymond James applied the 25^th percentile and 75^th percentile of the price to tangible book value per share ratio and earnings per share multiples to corresponding financial data for ORRF and CVLY. Raymond James reviewed the ranges of implied per share values and calculated a range of implied exchange ratios by dividing the higher implied per share value of CVLY by the lower implied per share value of ORRF to calculate the high implied exchange ratio, and by dividing the lower implied per share value of CVLY by the higher implied per share value of ORRF to calculate the low implied exchange ratio. The results of the selected companies’ analysis are summarized below:

Discounted Cash Flow Analysis. Raymond James performed a discounted cash flow analysis of ORRF and CVLY based on the Projections. Consistent with the periods included in the Projections, Raymond James used estimated calendar year 2028 as the final year for the analysis and applied multiples, ranging from 8.5x to 10.5x for ORRF and CVLY, to estimated calendar year 2028 earnings in order to derive a range of estimated terminal values for ORRF and CVLY in 2028. For ORRF, Raymond James used discount rates ranging from 11.0% to 15.0%. For CVLY, Raymond James used discount rates ranging from 11.3% to 15.3%. The discount rate ranges were chosen to reflect different assumptions regarding the required rates of return of holders or prospective buyers of ORRF or CVLY common stock. Raymond James reviewed the ranges of implied per share values indicated by the discounted cash flow analysis for each of ORRF and CVLY and calculated a range of implied exchange ratios by dividing the maximum implied per share value of CVLY common stock by the minimum implied per share value of ORRF common stock to calculate the maximum implied exchange ratio, and by dividing the minimum implied per share value of CVLY common stock by the maximum implied per share value of ORRF common stock to calculate the minimum implied exchange ratio. The results of the discounted cash flow analysis are summarized in the table below:

Pro Forma Discounted Cash Flow Analysis. Raymond James performed a discounted cash flow analysis to estimate an illustrative range for the implied equity value of the pro forma combined company, taking into

account the Pro Forma Financial Adjustments. In this analysis, Raymond James used the Projections for ORRF and CVLY and the Pro Forma Financial Adjustments. Consistent with the periods included in the Projections, Raymond James used estimated calendar year 2028 as the final year for the analysis and applied multiples ranging from 8.5x to 10.5x to the pro forma combined company’s estimated calendar year 2028 adjusted earnings to derive a range of estimated terminal values for the combined company. Raymond James used discount rates ranging from 10.1% to 14.1%. The discount rate range was chosen to reflect different assumptions regarding the required rate of return of holders or prospective buyers of the pro forma combined company’s common stock. This discounted cash flow analysis resulted in an illustrative range of implied values per share for the pro forma combined company of $26.69 to $36.75.

The discounted cash flow analysis is a widely used valuation methodology, but the results of such methodology are highly dependent on the assumptions that must be made, including asset and earnings growth rates, terminal values and discount rates. The above analyses did not purport to be indicative of the actual values or expected values of ORRF, CVLY or the pro forma combined company.

Pro Forma Impact Analysis. Raymond James performed a pro forma financial impact analysis that combined projected balance sheet at close and 2024 and 2025 estimated EPS information of ORRF and CVLY. In the analysis, Raymond James used (i) closing balance sheet estimates as of June 30, 2024 for each of ORRF and CVLY from the Projections (as provided by ORRF management); (ii) financial forecasts from the Projections for each of ORRF and CVLY for the year ending 2024 and the year ending 2025 (as provided by ORRF management); and (iii) the Pro Forma Financial Adjustments. Raymond James analyzed the estimated financial impact of the merger on certain projected financial results of ORRF. This analysis indicated that the merger could be dilutive to ORRF’s estimated tangible book value per share at June 30, 2024, and accretive to ORRF’s estimated 2024 and 2025 earnings per share. For all of the above analyses, the actual results achieved by ORRF following the merger may vary from the projected results, and the variations may be material.

Additional Considerations. The preparation of a fairness opinion is a complex process and is not susceptible to a partial analysis or summary description. Raymond James believes that its analyses must be considered as a whole and that selecting portions of its analyses, without considering the analyses taken as a whole, would create an incomplete view of the process underlying its opinion. In addition, Raymond James considered the results of all such analyses and did not assign relative weights to any of the analyses, but rather made qualitative judgments as to the significance and relevance of each analysis and factor, so the ranges of valuations resulting from any particular analysis described above should not be taken to be the view of Raymond James as to the actual value of ORRF.

In performing its analyses, Raymond James made numerous assumptions with respect to industry performance, general business, economic and regulatory conditions and other matters, many of which are beyond the control of ORRF. The analyses performed by Raymond James are not necessarily indicative of actual values, trading values or actual future results that might be achieved, all of which may be significantly more or less favorable than suggested by such analyses. Such analyses were provided to the ORRF board (in its capacity as such) and were prepared solely as part of the analysis of Raymond James of the fairness, from a financial point of view, of the exchange ratio in the proposed merger pursuant to the merger agreement to the holders of ORRF common stock. The analyses do not purport to be appraisals or to reflect the prices at which companies may actually be sold, and such estimates are inherently subject to uncertainty. The opinion of Raymond James was one of many factors taken into account by the ORRF board in making its determination to approve the merger. Neither Raymond James’s opinion nor the analyses described above should be viewed as determinative of the ORRF board’s or ORRF management’s views with respect to ORRF, CVLY or the merger.

For services rendered in connection with the delivery of its opinion, ORRF has agreed to pay Raymond James an aggregate fee of $1.8 million, $200,000 of which was payable upon the rendering of Raymond James’ opinion (regardless of the conclusion reached in the opinion) and the remainder of which will be paid upon, and subject to, consummation of the merger. ORRF also agreed to reimburse Raymond James for its expenses incurred in connection with its services, including the fees and expenses of its counsel, and will indemnify Raymond James against certain liabilities arising out of its engagement.

Raymond James is actively involved in the investment banking business and regularly undertakes the valuation of investment securities in connection with public offerings, private placements, business combinations and similar transactions. In the ordinary course of business, Raymond James may trade in the securities of ORRF and

CVLY for its own account and for the accounts of its customers and, accordingly, may at any time hold a long or short position in such securities. In the two-year period preceding the date of its opinion letter, Raymond James did not receive any fees from ORRF or CVLY. Raymond James may provide investment banking, financial advisory and other financial services to ORRF and/or CVLY or other participants in the merger in the future, for which Raymond James may receive compensation.

CVLY engaged KBW to render financial advisory and investment banking services to CVLY, including an opinion to the CVLY board as to the fairness, from a financial point of view, to the common shareholders of CVLY of the exchange ratio in the proposed merger. CVLY selected KBW because KBW is a nationally recognized investment banking firm with substantial experience in transactions similar to the merger. As part of its investment banking business, KBW is continually engaged in the valuation of financial services businesses and their securities in connection with mergers and acquisitions.

As part of its engagement, representatives of KBW attended the meeting of the CVLY board held on December 12, 2023, at which the CVLY board evaluated the proposed merger. At this meeting, KBW reviewed the financial aspects of the proposed merger and rendered to the CVLY board an opinion to the effect that, as of such date and subject to the procedures followed, assumptions made, matters considered, and qualifications and limitations on the review undertaken by KBW as set forth in its opinion, the exchange ratio in the proposed merger was fair, from a financial point of view, to the holders of CVLY common stock. The CVLY board approved the merger agreement at this meeting.

The description of the opinion set forth herein is qualified in its entirety by reference to the full text of the opinion, which is attached as Appendix C to this document and is incorporated herein by reference, and describes the procedures followed, assumptions made, matters considered, and qualifications and limitations on the review undertaken by KBW in preparing the opinion.

KBW’s opinion speaks only as of the date of the opinion. The opinion was for the information of, and was directed to, the CVLY board (in its capacity as such) in connection with its consideration of the financial terms of the merger. The opinion addressed only the fairness, from a financial point of view, of the exchange ratio in the merger to the holders of CVLY common stock. It did not address the underlying business decision of CVLY to engage in the merger or enter into the merger agreement or constitute a recommendation to the CVLY board in connection with the merger, and it does not constitute a recommendation to any holder of CVLY common stock or any shareholder of any other entity as to how to vote in connection with the merger or any other matter, nor does it constitute a recommendation regarding whether or not any such shareholder should enter into a voting, shareholders’ or affiliates’ agreement with respect to the merger or exercise any dissenters’ or appraisal rights that may be available to such shareholder.

KBW’s opinion was reviewed and approved by KBW’s Fairness Opinion Committee in conformity with its policies and procedures established under the requirements of Rule 5150 of the Financial Industry Regulatory Authority.

In connection with the opinion, KBW reviewed, analyzed and relied upon material bearing upon the financial and operating condition of CVLY and ORRF and bearing upon the merger, including, among other things:

KBW’s consideration of financial information and other factors that it deemed appropriate under the circumstances or relevant to its analyses included, among others, the following:

KBW also performed such other studies and analyses as it considered appropriate and took into account its assessment of general economic, market and financial conditions and its experience in other transactions, as well as its experience in securities valuation and knowledge of the banking industry generally. KBW also participated in discussions held by the managements of CVLY and ORRF regarding the past and current business operations, regulatory relations, financial condition and future prospects of their respective companies and such other matters as KBW deemed relevant to its inquiry. KBW was not requested to assist, and did not assist, CVLY with soliciting indications of interest from third parties regarding a potential transaction with CVLY.

In conducting its review and arriving at its opinion, KBW relied upon and assumed the accuracy and completeness of all of the financial and other information that was provided to or discussed with it or that was publicly available and KBW did not independently verify the accuracy or completeness of any such information or assume any responsibility or liability for such verification, accuracy or completeness. KBW relied upon the management of CVLY as to the reasonableness and achievability of the financial and operating forecasts and projections of CVLY referred to above (and the assumptions and bases for such forecasts and projections), and KBW assumed that such forecasts and projections represented the best currently available estimates and judgments of such management and that such forecasts and projections would be realized in the amounts and in the time periods estimated by such management. KBW further relied, with the consent of CVLY, upon ORRF management as to the reasonableness and achievability of the publicly available consensus “street estimates” of ORRF, the financial and operating forecasts and projections of ORRF for certain periods beyond 2025, and the estimates regarding certain pro forma financial effects of the merger on ORRF (including, without limitation, the

cost savings expected to result or be derived from the merger), all as referred to above (and the assumptions and bases for all such information), and KBW assumed that all such information represented, or in the case of the ORRF “street estimates” referred to above that such estimates were consistent with, the best currently available estimates and judgments of ORRF management and that the forecasts, projections and estimates reflected in such information would be realized in the amounts and in the time periods estimated.

It is understood that the portion of the foregoing financial information of CVLY and ORRF that was provided to KBW was not prepared with the expectation of public disclosure and that all of the foregoing financial information, including the publicly available consensus “street estimates” of ORRF referred to above, was based on numerous variables and assumptions that are inherently uncertain (including, without limitation, factors related to general economic and competitive conditions and, in particular, the widespread disruption, extraordinary uncertainty and unusual volatility arising from global tensions and political unrest, economic uncertainty, inflation, rising interest rates, the COVID-19 pandemic and, in the case of the banking industry, recent actual or threatened regional bank failures, including the effect of evolving governmental interventions and non-interventions) and, accordingly, actual results could vary significantly from those set forth in such information. KBW assumed, based on discussions with the respective managements of CVLY and ORRF and with the consent of the CVLY board, that all such information provided a reasonable basis upon which KBW could form its opinion and KBW expressed no view as to any such information or the assumptions or bases therefor. KBW relied on all such information without independent verification or analysis and did not in any respect assume any responsibility or liability for the accuracy or completeness thereof.

KBW also assumed that there were no material changes in the assets, liabilities, financial condition, results of operations, business or prospects of either CVLY or ORRF since the date of the last financial statements of each such entity that were made available to KBW. KBW is not an expert in the independent verification of the adequacy of allowances for loan and lease losses and KBW assumed, without independent verification and with CVLY’s consent, that the aggregate allowances for loan and lease losses for each of CVLY and ORRF are adequate to cover such losses. In rendering its opinion, KBW did not make or obtain any evaluations or appraisals or physical inspection of the property, assets or liabilities (contingent or otherwise) of CVLY or ORRF, the collateral securing any of such assets or liabilities, or the collectability of any such assets, nor did KBW examine any individual loan or credit files, nor did it evaluate the solvency, financial capability or fair value of CVLY or ORRF under any state or federal laws, including those relating to bankruptcy, insolvency or other matters. KBW made note of the classification by each of CVLY and ORRF of its loans and owned securities as either held for investment, on the one hand, or held for sale, on the other hand, and also reviewed reported fair value marks-to-market and other reported valuation information, if any, relating to such loans or owned securities contained in the respective financial statements of CVLY and ORRF, but KBW expressed no view as to any such matters. Estimates of values of companies and assets do not purport to be appraisals or necessarily reflect the prices at which companies or assets may actually be sold. Such estimates are inherently subject to uncertainty and should not be taken as KBW’s view of the actual value of any companies or assets.

KBW assumed, in all respects material to its analyses:

KBW assumed that the merger would be consummated in a manner that complies with the applicable provisions of the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and all other applicable federal and state statutes, rules and regulations. KBW was further advised by representatives of CVLY that CVLY relied upon advice from its advisors (other than KBW) or other appropriate sources as to all legal, financial reporting, tax, accounting and regulatory matters with respect to CVLY, ORRF, the merger and any related transaction, and the merger agreement. KBW did not provide advice with respect to any such matters.

KBW’s opinion addressed only the fairness, from a financial point of view, as of the date of the opinion, of the exchange ratio in the merger to the holders of CVLY common stock. KBW expressed no view or opinion as to any other terms or aspects of the merger or any term or aspect of any related transactions (including the bank merger), including without limitation, the form or structure of the merger or any such related transaction, any consequences of the merger or any such related transaction to CVLY, its shareholders, creditors or otherwise, or any terms, aspects, merits or implications of any employment, consulting, voting, support, shareholder or other agreements, arrangements or understandings contemplated or entered into in connection with the merger or otherwise. KBW’s opinion was necessarily based upon conditions as they existed and could be evaluated on the date of such opinion and the information made available to KBW through such date. There is currently significant volatility in the stock and other financial markets arising from global tensions and political unrest, economic uncertainty, inflation, rising interest rates, the COVID-19 pandemic and, in the case of the banking industry, recent actual or threatened regional bank failures, including the effect of evolving governmental interventions and non-interventions. Developments subsequent to the date of KBW’s opinion may have affected, and may affect, the conclusion reached in KBW’s opinion and KBW did not and does not have an obligation to update, revise or reaffirm its opinion. KBW’s opinion did not address, and KBW expressed no view or opinion with respect to:

In performing its analyses, KBW made numerous assumptions with respect to industry performance, general business, economic, market and financial conditions and other matters, which are beyond the control of KBW, CVLY and ORRF. Any estimates contained in the analyses performed by KBW are not necessarily indicative of actual values or future results, which may be significantly more or less favorable than suggested by these analyses. Additionally, estimates of the value of businesses or securities do not purport to be appraisals or to reflect the prices at which such businesses or securities might actually be sold. Accordingly, these analyses and estimates are inherently subject to substantial uncertainty. In addition, KBW’s opinion was among several factors taken into consideration by the CVLY board in making its determination to approve the merger agreement and the merger. Consequently, the analyses described below should not be viewed as determinative of the decision of the CVLY board with respect to the fairness of the exchange ratio. The type and amount of consideration payable in the merger were determined through negotiation between CVLY and ORRF and the decision of CVLY to enter into the merger agreement was solely that of the CVLY board.

The following is a summary of the material financial analyses presented by KBW to the CVLY board in connection with its opinion. The summary is not a complete description of the financial analyses underlying the opinion or the presentation made by KBW to the CVLY board, but summarizes the material analyses performed and presented in connection with such opinion. The financial analyses summarized below include information presented in tabular format. The tables alone do not constitute a complete description of the financial analyses. The preparation of a fairness opinion is a complex analytic process involving various determinations as to appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances. Therefore, a fairness opinion is not readily susceptible to partial analysis or summary description. In arriving at its opinion, KBW did not attribute any particular weight to any analysis or factor that it considered, but rather made qualitative judgments as to the significance and relevance of each analysis and factor. Accordingly, KBW believes that its analyses and the summary of its analyses must be considered as a whole and that selecting portions of its analyses and factors or focusing on the information presented below in tabular format, without considering all analyses and factors or the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of the process underlying its analyses and opinion.

For purposes of the financial analyses described below, KBW utilized an implied transaction value for the merger of $21.31 per outstanding share of CVLY common stock, or approximately $207.0 million in the aggregate (inclusive of the implied value of unvested CVLY restricted stock units and in-the-money options to purchase shares of CVLY common stock), based on the 0.8750x exchange ratio in the proposed merger and the closing price of ORRF common stock on December 11, 2023.

CVLY and ORRF Selected Companies Analysis. Using publicly available information, KBW compared the financial performance, financial condition and market performance of CVLY and ORRF to 21 selected major exchange-traded banks headquartered in Delaware, Maryland, Pennsylvania, Virginia, and West Virginia with total assets between $1.5 billion and $5.0 billion. Merger targets, mutual holding companies and companies with total assets above $5.0 billion pro forma for pending or recently completed transactions were excluded from the selected companies.

The selected companies were as follows (shown in descending order of total assets by column):

To perform this analysis, KBW used profitability and other financial information for the most recent completed fiscal quarter (“MRQ”) or latest 12 months (“LTM”) available or as of the end of such periods and market price information as of December 11, 2023. In addition, KBW used 2023 and 2024 earnings per share (“EPS”) estimates taken from publicly available consensus “street estimates” for CVLY, ORRF and the selected companies to the extent publicly available (consensus “street” estimates were not publicly available for eight of the selected companies and “street estimates” for CVLY were publicly available from a single research analyst). KBW also used 2023 and 2024 EPS estimates taken from forecasts and projections of CVLY provided by CVLY management. Where consolidated holding company level financial data for the selected companies was unreported, subsidiary bank level data was utilized to calculate ratios (subsidiary bank level data necessary to calculate Total Capital Ratio was also not then publicly available for two of the selected companies). Certain financial data presented in the tables below may not correspond to the data presented in CVLY and ORRF’s historical financial statements, or the data presented under the section “The Merger — Opinion of ORRF’s Financial Advisor,” as a result of the different periods, assumptions and methods used to compute the financial data presented.

KBW’s analysis showed the following concerning the financial performance of CVLY, ORRF, and the selected companies:

KBW’s analysis also showed the following concerning the financial condition of CVLY, ORRF and, to the extent publicly available, the selected companies:

In addition, KBW’s analysis showed the following concerning the market performance of CVLY, ORRF and, to the extent publicly available, the selected companies:

No company used as a comparison in the above selected companies analysis is identical to CVLY and ORRF. Accordingly, an analysis of these results is not mathematical. Rather, it involves complex considerations and judgments concerning differences in financial and operating characteristics of the companies involved.

Selected Transactions Analysis. KBW reviewed publicly available information related to six selected U.S. whole bank and thrift transactions announced since January 1, 2021 with announced deal values between $100 million and $1.5 billion and pro forma ownership of the acquired company’s shareholders in the combined company of 40% or greater. Terminated transactions were excluded from the selected transactions.

The selected transactions were as follows:

For each selected transaction, KBW derived the following implied transaction statistics, in each case based on the transaction consideration value paid for the acquired company and using financial data based on the acquired company’s then latest publicly available financial statements prior to the announcement of the respective transaction and, to the extent publicly available, the one-year forward EPS consensus “street estimates” for the acquired company at the announcement of the respective transaction:

KBW also reviewed the price per common share paid for the acquired company for the selected transactions as a premium/(discount) to the closing price of the acquired company one day prior to the announcement of the acquisition (expressed as a percentage and referred to as the one-day market premium). The resulting transaction statistics for the selected transactions were compared with the corresponding transaction statistics for the

proposed merger based on the implied transaction value for the merger of $21.31 per outstanding share of CVLY common stock and using historical financial information for CVLY as of or for the 12-month period ended September 30, 2023, CVLY’s 2024 EPS estimate taken from financial forecasts and projections of CVLY provided by CVLY management and the closing price of CVLY common stock on December 11, 2023.

The results of the analysis are set forth in the following table:

No company or transaction used as a comparison in the above selected transaction analysis is identical to CVLY or the proposed merger. Accordingly, an analysis of these results is not mathematical. Rather, it involves complex considerations and judgments concerning differences in financial and operating characteristics of the companies involved.

Relative Contribution Analysis. KBW analyzed the relative standalone contribution of ORRF and CVLY to various pro forma balance sheet and income statement items and the combined market capitalization of the combined entity. This analysis did not include purchase accounting adjustments or cost savings. To perform this analysis, KBW used (i) balance sheet data for ORRF and CVLY as of September 30, 2023, (ii) publicly available consensus “street estimates” for ORRF, (iii) financial forecasts and projections of CVLY provided by CVLY management, and (iv) market price information as of December 11, 2023. The results of KBW’s analysis are set forth in the following table, which also compares the results of KBW’s analysis with the implied pro forma ownership percentages of ORRF and CVLY shareholders in the combined company based on the 0.8750x exchange ratio provided for in the merger agreement:

Financial Impact Analysis. KBW performed a pro forma financial impact analysis that combined projected income statement and balance sheet information of ORRF and CVLY. Using (i) closing balance sheet estimates assumed as of June 30, 2024 for ORRF and CVLY extrapolated from publicly available consensus “street estimates”, (ii) EPS estimates for ORRF and CVLY taken from publicly available consensus “street estimates”, and (iii) pro forma assumptions (including, without limitation, the cost savings and related expenses expected to result from the merger as well as certain purchase accounting adjustments and other merger-related adjustments and restructuring charges assumed with respect thereto) provided by ORRF management, KBW analyzed the

potential financial impact of the merger on certain projected financial results of ORRF. This analysis indicated the merger could be accretive to ORRF’s estimated 2024 EPS and estimated 2025 EPS and could be dilutive to ORRF’s estimated tangible book value per share at closing assumed as of June 30, 2024. Furthermore, the analysis indicated that, pro forma for the merger, each of ORRF’s tangible common equity to tangible assets ratio, Tier 1 Leverage Ratio, Common Equity Tier 1 Ratio, Tier 1 Capital Ratio and Total Risk-based Capital Ratio at closing assumed as of June 30, 2024 could be lower. For all of the above analysis, the actual results achieved by ORRF following the merger may vary from the projected results, and the variations may be material.

CVLY Dividend Discount Model Analysis. KBW performed a dividend discount model analysis of CVLY to estimate a range for the implied equity value of CVLY. In this analysis, KBW used financial forecasts and projections relating to the earnings and assets of CVLY provided by CVLY management, and KBW assumed discount rates ranging from 10.0% to 14.0%. The range of values was derived by adding (i) the present value of the implied future excess capital available for dividends that CVLY could generate over the period from June 30, 2024 through December 31, 2027 as a standalone company, and (ii) the present value of CVLY’s implied terminal value at the end of such period. KBW assumed that CVLY would maintain a tangible common equity to tangible assets ratio of 8.00% and would retain sufficient earnings to maintain that level. In calculating the terminal value of CVLY, KBW applied a range of 8.0x to 12.0x CVLY’s estimated 2028 earnings. This dividend discount model analysis resulted in a range of implied values per share of CVLY common stock of $18.44 to $28.60.

The dividend discount model analysis is a widely used valuation methodology, but the results of such methodology are highly dependent on the assumptions that must be made, including asset and earnings growth rates, terminal values, and discount rates. The foregoing discounted cash flow analysis did not purport to be indicative of the actual values or expected values of CVLY.

ORRF Dividend Discount Model Analysis. KBW performed a dividend discount model analysis of ORRF to estimate a range for the implied equity value of ORRF. In this analysis, KBW used publicly available consensus “street estimates” of ORRF through 2025 and financial forecasts and projections relating to the earnings and assets of ORRF for 2026, 2027 and 2028 provided by ORRF management, and KBW assumed discount rates ranging from 10.0% to 14.0%. The range of values was derived by adding (i) the present value of the implied future excess capital available for dividends that ORRF could generate over the period from June 30, 2024 through December 31, 2027 as a standalone company, and (ii) the present value of ORRF’s implied terminal value at the end of such period. KBW assumed that ORRF would maintain a tangible common equity to tangible assets ratio of 8.00% and would retain sufficient earnings to maintain that level. In calculating the terminal value of ORRF, KBW applied a range of 8.0x to 12.0x ORRF’s estimated 2028 earnings. This dividend discount model analysis resulted in a range of implied values per share of ORRF common stock of $23.83 to $36.81.

The dividend discount model analysis is a widely used valuation methodology, but the results of such methodology are highly dependent on the assumptions that must be made, including asset and earnings growth rates, terminal values, and discount rates. The foregoing discounted cash flow analysis did not purport to be indicative of the actual values or expected values of ORRF or the pro forma combined company.

Illustrative Pro Forma Combined Dividend Discount Model Analysis. KBW performed an illustrative dividend discount model analysis of the pro forma combined entity. In this analysis, KBW used publicly available consensus “street estimates” for ORRF and CVLY through 2025, financial forecasts and projections relating to the earnings and assets of ORRF and CVLY for 2026, 2027 and 2028 provided by ORRF management, and pro forma assumptions (including, without limitation, the cost savings and related expenses expected to result from the merger as well as certain purchase accounting adjustments and other merger-related adjustments and restructuring charges assumed with respect thereto) provided by ORRF management, and KBW assumed discount rates ranging from 10.0% to 14.0%. An illustrative range for the implied equity value of the pro forma combined entity was derived by adding (i) the present value of the implied future excess capital available for dividends that the pro forma combined company could generate over the period from June 30, 2024 through December 31, 2027, and (ii) the present value of the pro forma combined entity’s implied terminal value at the end of such period, in each case applying the pro forma assumptions. KBW assumed that the pro forma combined entity would maintain a tangible common equity to tangible assets ratio of 8.00% and would retain sufficient earnings to maintain that level. In calculating implied terminal values of the pro forma combined entity, KBW applied a

range of 8.0x to 12.0x the pro forma combined entity’s estimated 2028 earnings. This dividend discount model analysis resulted in an illustrative range of implied values for the 0.8750 of a share of ORRF common stock to be received in the proposed merger for each share of CVLY common stock of $28.16 to $43.52.

The dividend discount model analysis is a widely used valuation methodology, but the results of such methodology are highly dependent on the assumptions that must be made, including asset and earnings growth rates, terminal values, and discount rates. The foregoing discounted cash flow analysis did not purport to be indicative of the actual values or expected values of ORRF or the pro forma combined entity.

Miscellaneous. KBW acted as financial advisor to CVLY in connection with the proposed merger and did not act as an advisor to or agent of any other person. As part of its investment banking business, KBW is continually engaged in the valuation of bank and bank holding company securities in connection with acquisitions, negotiated underwritings, secondary distributions of listed and unlisted securities, private placements and valuations for various other purposes. As specialists in the securities of banking companies, KBW has experience in, and knowledge of, the valuation of banking enterprises. KBW and its affiliates, in the ordinary course of its and their broker-dealer businesses (and further to an existing sales and trading relationship between CVLY and a KBW broker-dealer affiliate), may from time to time purchase securities from, and sell securities to, CVLY and ORRF. In addition, as market makers in securities, KBW and its affiliates may from time to time have a long or short position in, and buy or sell, debt or equity securities of CVLY or ORRF for its and their own respective accounts and for the accounts of its and their respective customers and clients.

Pursuant to the KBW engagement agreement, CVLY agreed to pay KBW a cash fee estimated to be approximately $2.75 million, $400,000 of which became payable to KBW with the rendering of KBW’s opinion and the balance of which is contingent upon the closing of the merger. CVLY also agreed to reimburse KBW for reasonable out-of-pocket expenses and disbursements incurred in connection with its retention and to indemnify KBW against certain liabilities relating to or arising out of KBW’s engagement or KBW’s role in connection therewith. In addition to the present engagement, in the two years preceding the date of its opinion, KBW provided investment banking and financial advisory services to CVLY and received compensation for such services. KBW provided certain financial advisory services to CVLY in connection with general financial strategy and planning. In the two years preceding the date of its opinion, KBW did not provide investment banking or financial advisory services to ORRF. KBW may in the future provide investment banking and financial advisory services to CVLY or ORRF and receive compensation for such services.

ORRF and CVLY do not, as a matter of course, publicly disclose forecasts or internal projections as to their future performance, revenues, earnings, financial condition or other results given, among other reasons, the inherent uncertainty of the underlying assumptions and estimates.

However, in connection with the merger, senior management of ORRF and CVLY each prepared or approved for use certain unaudited prospective financial information (which we refer to collectively as the “prospective financial information”) with respect to ORRF and CVLY each on a stand alone basis without giving effect to the merger (except as expressly set forth below under the section entitled “Certain Unaudited Prospective Financial Information — Certain Estimated Synergies Attributable to the Merger”), which was provided to and used by Raymond James (ORRF’s financial advisor) and KBW (CVLY’s financial advisor) to perform financial analyses in connection with their respective opinions, as described in this joint proxy statement/prospectus under the sections entitled “The Merger — Opinion of ORRF’s Financial Advisor” and “The Merger — Opinion of CVLY’s Financial Advisor” beginning on pages 56 and 63, respectively, and also considered by the boards of directors of ORRF and CVLY in connection with their respective evaluations of the merger. A summary of certain significant elements of this information is set forth below and is included in this joint proxy statement/prospectus solely to provide ORRF shareholders and CVLY shareholders access to certain nonpublic information made available to ORRF and CVLY and their respective boards of directors and financial advisors. Neither ORRF nor CVLY guarantees the prospective financial information as predictive of actual future results.