Item 7.01. Regulation FD Disclosure.

On January 11, 2023, Codorus Valley Bancorp Inc. (the "Corporation") issued a press release announcing that, on January 10, 2023, the Corporation's Board of Directors ("Board") declared a regular quarterly cash dividend of sixteen cents ($0.16) per share of its common stock, payable on February 14, 2023, to shareholders of record at the close of business on January 24, 2023. This represents a $0.01 per common share increase from the quarterly cash dividend paid in the prior four quarters.

The Corporation also announced that its Board approved the repurchase of up to $5 million in aggregate value of the Corporation's common stock from time to time in open market or privately negotiated transactions ("2023 Stock Repurchase Program"). The Board authorization will continue until the earlier of (i) an aggregate of $5 million of common stock has been repurchased, (ii) December 31, 2023, or (iii) until the Stock Repurchase Program has otherwise been suspended or terminated by the Board, in its sole discretion. Shares of common stock repurchased pursuant to the 2023 Stock Repurchase Program will be held as treasury shares available for use and reissuance for corporate purposes, as and when determined by the Board including, without limitation, pursuant to the Company's Dividend Reinvestment and Stock Purchase Plan and its equity compensation program.

A copy of the Corporation's press release announcing the dividend declaration and the 2023 Stock Repurchase Program, 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 January 11, 2023.

     104         Cover Page Interactive Data File (embedded in the cover page
                 formatted in Inline XBRL)




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