v3.26.1
SUBORDINATED NOTES
6 Months Ended
Jun. 30, 2026
Debt Disclosure [Abstract]  
SUBORDINATED NOTES SUBORDINATED NOTES
At June 30, 2026 and December 31, 2025, subordinated notes payable totaled zero and $31.0 million, respectively, which qualified for Tier 2 capital subject to the regulatory capital phase out limitations.
On June 30, 2026, the Company redeemed the $31.0 million outstanding 4.50% fixed-to-floating rate subordinated notes due December 9, 2030, which were assumed from the Merger. The subordinated notes had a fixed rate of interest equal to 4.50% until December 30, 2025. After that term, the variable rate of interest equal to the three-month CME term SOFR rate plus 4.04%. At June 30, 2026 and December 31, 2025, the interest rates on the subordinated notes were 7.72% and 8.06%, respectively. These subordinated notes were marked to fair value at $28.6 million, with a discount of $2.4 million being amortized and netted against interest expense over the stated maturity. At June 30, 2026 and December 31, 2025, the unearned discount totaled zero and $1.8 million, respectively. During the three and six months ended June 30, 2026, amortization expense of the unearned discount totaled $1.7 million and $1.8 million compared to $90 thousand and $182 thousand for the three and six months ended June 30, 2025. During the three and six months ended June 30, 2026, $1.6 million of unearned discounts was accelerated as a result of the redemption.
The Company also assumed junior subordinated trust preferred debt of $10.3 million with a fair value of $7.6 million, with a discount of $2.7 million being amortized and netted against interest expense over the stated maturity. In June 2006, Codorus Valley formed CVB Statutory Trust No. II, a wholly-owned special purpose entity whose sole purpose was to facilitate a pooled trust preferred debt issuance of $7.2 million with a stated maturity of July 7, 2036 and a variable rate of three-month CME term SOFR rate, plus a spread adjustment of 0.26161% and a margin of 1.54% through maturity. In November 2004, Codorus Valley formed CVB Statutory Trust No. I to facilitate a pooled trust preferred debt issuance of $3.1 million with a
stated maturity of December 15, 2034 and a variable rate of three-month CME term SOFR rate, plus a spread adjustment of 0.26161% and a margin of 2.02% through maturity. The Company owns all of the common stock of these nonbank entities, and the debentures are the sole assets of the trusts. The accounts of both trusts are not consolidated for financial reporting purposes in accordance with FASB ASC 810, Consolidation. For regulatory capital purposes, the trust preferred securities qualified as Tier 1 capital, but are subject to capital limitations under the risk-based capital guidelines.
The remaining maturities of subordinated notes and trust preferred debt as of June 30, 2026 and December 31, 2025 are as follows:
June 30, 2026December 31, 2025
Subordinated debt maturing:
2030$ $31,000 
Trust preferred junior subordinated debt maturing:
2034$3,093 $3,093 
20367,217 7,217