UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934

~~January~~April 259, 2024

Date of Report (Date of earliest event reported)

CODORUS VALLEY BANCORP, INC.

(Exact name of registrant as specified in its charter)

	Pennsylvania		001-15536		23-2428543
	(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Ident. No.)


	105 Leader Heights Road, York, Pennsylvania		17403
	(Address of principal executive offices)		(Zip Code)

(717) 747-1519

Registrant’s telephone number, including area code

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☒☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b)under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $2.50 par value		CVLY		NASDAQ Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 27.0201. ~~Results~~Regulation ofFD ~~Operations and Financial Condition~~Disclosure.

On ~~January~~ 25April 10, 2024, Codorus Valley Bancorp, Inc. (the "Corporation") issued a press release ~~(the~~announcing ~~"Press~~that, ~~Release")~~on ~~announcing~~April 9, 2024, the Corporation's ~~results~~ Board of ~~operations~~Directors ~~for~~("Board") ~~the~~declared ~~quarter~~a ~~and~~regular ~~year~~quarterly ~~ended~~cash ~~December~~dividend ~~31, 2023. A copy~~ of ~~the~~seventeen ~~Press~~cents ~~Release~~($0.17) ~~and~~per ~~supplementary~~share ~~financial~~of ~~information which~~its ~~accompanied~~common ~~the~~stock, ~~Press~~payable ~~Release~~on ~~are~~May ~~attached~~14, as2024, ~~Exhibit 99.1~~ to ~~this~~shareholders ~~Current~~of ~~Report~~record onat ~~Form~~the ~~8-K~~close ~~and~~of ~~incorporated~~business ~~herein~~on byMay ~~reference~~7, 2024.

A copy of the Corporation's press release announcing the dividend declaration is attached hereto as Exhibit 99.1 and incorporated herein by reference.

The information in this Current Report on Form 8-K, including all exhibits attached hereto, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act"), or otherwise subject to the liability of such section, nor shall it be deemed incorporated by reference in any filing by the Corporation under the Securities Act of 1933 or the Exchange Act, regardless of any general incorporation language in such filling, unless expressly incorporated by specific reference in such filing.

Item 9.01.

Financial Statements and Exhibits.

(d)

Exhibits

Exhibit No.

Description

99.1 Press Release ~~dated~~of ~~January~~Codorus ~~25,~~Valley ~~2024~~Bancorp, ~~containing~~Inc. ~~financial~~dated ~~information~~April ~~for the quarter and year ended December 31~~10, ~~2023.~~2024

104

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the ~~Registrant~~registrant has duly caused this Current Report on Form 8K to be signed on its behalf by the undersigned, thereunto duly authorized.

		CODORUS VALLEY BANCORP, INC.
Date:	~~January~~April 2510, 2024	By:	/s/ Larry D. Pickett
			Larry D. Pickett
			Executive Vice President and Chief Financial Officer
			Treasurer
			(Principal Financial and Accounting Officer)

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