Page 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington , D.C. 20549 FORM 10 - K ( Mark One ) Annual Report Pursuant to Section 13 or 15 ( d ) of the Securities Exchange Act of 1934 For the fiscal year ended December 31 , 2020 or Transition Report Pursuant to Section 13 or 15 ( d ) of the Securities Exchange Act of 1934 For the transition period from Pennsylvania to Commission file Number 0-15536 CODORUS VALLEY BANCORP , INC . ( Exact name of registrant as specified in its charter ) ( State or other jurisdiction of incorporation or organization ) 23-2428543 ( I.R.S. Employer Identification No. ) 105 Leader Heights Road , P.O. Box 2887 , York , Pennsylvania 17405 ( Address of principal executive offices ) ( Zip code ) Registrant's telephone number , including area code : ( 717 ) 747-1519 Securities registered pursuant to Section 12 ( b ) of the Act : Title of each class Common Stock , $ 2.50 par value Trading Symbol CVLY Name of each exchange on which registered NASDAQ Global Market Securities registered pursuant to Section 12 ( g ) of the Act : None Indicate by check mark if the registrant is a well - known seasoned issuer , as defined in Rule 405 of the Securities Act . □ Yes > No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15 ( d ) of the Act . ■ □ Yes > No Indicate by check mark whether the registrant ( 1 ) has filed all reports required to be filed by Section 13 or 15 ( d ) of the Securities Exchange Act of 1934 during the preceding 12 months ( or for such shorter period that the registrant was required to file such reports ) , and ( 2 ) has been subject to such filing requirements for the past 90 days . > Yes □ No Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site , if any , every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S - T ( §232.405 of this chapter ) during the preceding 12 months ( or for such shorter period that the registrant was required to submit and post such files ) . ✓ Yes No □ Indicate by check mark whether the registrant is a large accelerated filer , an accelerated filer , a non - accelerated filer , a smaller reporting company or emerging growth company . See definition of " large accelerated filer , " " accelerated filer " , " smaller reporting company " and " emerging growth company " in Rule 12b - 2 of the Exchange Act . Large accelerated filer Non - accelerated filer ☑ Accelerated filer □ Smaller reporting company ☑ 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 . Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404 ( b ) of the Sarbanes - Oxley Act ( 15 U.S.C. 7262 ( b ) ) by the registered public accounting firm that prepared or issued its audit report . Indicate by check mark whether the registrant is a shell company as defined in Rule 12b - 2 of the Exchange Act . ☐ Yes > No The aggregate market value of Codorus Valley Bancorp , Inc.'s voting stock held by non - affiliates was approximately $ 129,737,251 as of June 30 , 2020 . As of February 24 , 2021 , Codorus Valley Bancorp , Inc. had 9,839,991 shares of common stock outstanding , par value $ 2.50 per share . DOCUMENTS INCORPORATED BY REFERENCE Part III incorporates certain information by reference to the registrant's Proxy Statement for the Annual Meeting of Shareholders to be held May 18 , 2021 .