v3.26.1
MERGER (Tables)
 6 Months Ended
Jun. 30, 2026
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
Summary of Consideration Paid and Estimated Fair Values of Assets Acquired and Liabilities Assumed
The following tables summarize the purchase price consideration paid for Codorus Valley and the fair value of the assets acquired and liabilities assumed recognized at the acquisition date.
(dollars are in thousands, except per share data)
Number of shares of Codorus Valley common stock outstanding9,751,323 
Per common share exchange ratio0.875
Expected shares of Codorus Valley common stock to be issued8,532,408 
Fractional shares of common stock paid in cash(370)
Number of shares of Orrstown common stock - as exchanged8,532,038 
Orrstown common stock price per common share - closing stock price as of June 28, 2024$27.36 
Purchase price merger consideration for Codorus Valley$233,437 
Under the acquisition method of accounting, the total merger consideration is allocated to the acquired tangible and intangible assets and assumed liabilities of Codorus Valley based on their estimated fair value as of the closing of the Merger. The excess of the merger consideration over the fair value of assets acquired and liabilities assumed, if any, is allocated to goodwill.
The Company initially recorded goodwill of $49.4 million in connection with the Merger, which is not amortized for financial reporting purposes, but is subject to annual impairment testing. As permitted under GAAP, the Company had up to twelve months following the date of the Merger to finalize the fair values of the acquired assets and assumed liabilities related to the merger of Codorus Valley. During this measurement period, the Company could record subsequent adjustments to goodwill for provisional amounts recorded at the Merger date. The Company recorded merger-related tax adjustments totaling $1.6 million, which increased goodwill associated with the Merger to $51.0 million. The measurement period to finalize the fair values of the acquired assets and assumed liabilities ended on June 30, 2025. No further adjustments to the fair values were recorded subsequent to twelve months following the Merger date.
Codorus Valley Book ValueFair Value AdjustmentCodorus Valley Fair Value
July 1, 2024July 1, 2024
Total purchase price consideration$233,437 
Recognized amounts of identifiable assets acquired and liabilities assumed
Cash and cash equivalents$45,290 $(31)$45,259 
Restricted investments in bank stocks1,168 — 1,168 
Securities available for sale331,032 (4,532)326,500 
Loans, net of allowance for credit losses ("ACL")1,715,761 (72,368)1,643,393 
Premises and equipment, net17,553 6,551 24,104 
Cash surrender value of life insurance62,817 — 62,817 
Accrued interest receivable8,138 79 8,217 
Goodwill2,301 (2,301)— 
Other intangible assets, net— 50,719 50,719 
Deferred income tax asset, net16,969 3,088 20,057 
Other assets21,024 (2,781)18,243 
Total identifiable assets acquired2,222,053 (21,576)2,200,477 
Deposits1,948,467 (3,218)1,945,249 
Securities sold under agreements to repurchase7,943 — 7,943 
FHLB advances and other borrowings1,195 (803)392 
Subordinated notes and trust preferred debt41,195 (4,983)36,212 
Other liabilities25,030 3,241 28,271 
Total liabilities assumed2,023,830 (5,763)2,018,067 
Total identifiable net assets$198,223 $(15,813)$182,410 
Goodwill$51,027 
Summary of Fair Value of Acquired PCD Loans The following table presents details related to the fair value of acquired PCD loans at the acquisition date:
Unpaid Principal BalancePCD ACLNon-Credit DiscountFair Value of Acquired Loans
Commercial real estate$74,319 $(1,321)$(5,531)$67,467 
Acquisition and development24,232 (2,535)(781)20,916 
Agricultural7,129 (2)(895)6,232 
Commercial and industrial26,325 (1,947)(4,059)20,319 
Residential mortgage16,720 (105)(1,936)14,679 
Installment and other loans117 (10)(11)96 
$148,842 $(5,920)$(13,213)$129,709