Orange County Bancorp Enters Material Agreement, Financial Obligation

Ticker: OBT · Form: 8-K · Filed: Sep 25, 2025 · CIK: 1754226

Orange County Bancorp, Inc. /De/ 8-K Filing Summary
FieldDetail
CompanyOrange County Bancorp, Inc. /De/ (OBT)
Form Type8-K
Filed DateSep 25, 2025
Risk Levelmedium
Pages4
Reading Time5 min
Key Dollar Amounts$0.25, $25.0 million
Sentimentneutral

Sentiment: neutral

Topics: material-agreement, financial-obligation, 8-k

Related Tickers: OCBC

TL;DR

OCBC just signed a big deal creating a new financial obligation. Details TBD.

AI Summary

On September 25, 2025, Orange County Bancorp, Inc. filed an 8-K report detailing a material definitive agreement and a direct financial obligation. The filing indicates the company entered into a new agreement that creates a financial obligation for the registrant. Specific details of the agreement and the exact nature of the financial obligation were not elaborated upon in the provided text, but it was filed under the 1934 Securities Exchange Act.

Why It Matters

This filing signals a new financial commitment or agreement for Orange County Bancorp, which could impact its financial standing and future operations.

Risk Assessment

Risk Level: medium — Entering into material definitive agreements and financial obligations can introduce new risks or opportunities that require further investigation.

Key Players & Entities

  • Orange County Bancorp, Inc. (company) — Registrant
  • September 25, 2025 (date) — Date of earliest event reported
  • 212 Dolson Avenue, Middletown, New York 10940 (address) — Principal Executive Offices
  • 001-40711 (company) — Commission File Number
  • 26-1135778 (company) — I.R.S. Employer Identification No.

FAQ

What is the nature of the material definitive agreement entered into by Orange County Bancorp, Inc.?

The filing indicates a material definitive agreement was entered into, but the specific details of the agreement are not provided in the excerpt.

What is the direct financial obligation created by this filing?

The filing states the creation of a direct financial obligation or an obligation under an off-balance sheet arrangement, but the specifics of this obligation are not detailed in the provided text.

When was the earliest event reported in this 8-K filing?

The earliest event reported in this 8-K filing was on September 25, 2025.

What is the principal executive office address for Orange County Bancorp, Inc.?

The principal executive office address is 212 Dolson Avenue, Middletown, New York 10940.

Under which section of the Securities Exchange Act of 1934 is this current report filed?

This current report is filed pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

Filing Stats: 1,271 words · 5 min read · ~4 pages · Grade level 12 · Accepted 2025-09-25 16:31:54

Key Financial Figures

  • $0.25 — registered Common Stock, par value $0.25 OBT The Nasdaq Stock Market, LLC
  • $25.0 million — he Agreements, issued to the Purchasers $25.0 million in aggregate principal amount of the Co

Filing Documents

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement On September 25, 2025, Orange County Bancorp, Inc. (the "Company"), the holding company for Orange Bank & Trust Company, a New York trust company, entered into Subordinated Note Purchase Agreements (the "Agreements") with certain qualified institutional buyers (the "Purchasers") and, pursuant to the Agreements, issued to the Purchasers $25.0 million in aggregate principal amount of the Company's 6.50% Fixed-to-Floating Rate Subordinated Notes due 2035 (the "Notes"). The Notes were offered and sold in a private placement in reliance on exemptions from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), and Rule 506 of Regulation D thereunder. The Company intends to use the net proceeds from the issuance and sale of the Notes for general corporate purposes, which may include the redemption of its currently outstanding 4.25% Fixed to Floating Rate Subordinated Notes due 2030. The Notes are intended to qualify at the holding company level as Tier 2 capital under the capital guidelines of the Federal Reserve Board. The Notes, which mature on September 30, 2035, bear interest at a fixed annual rate of 6.50% for the period up to, but excluding, September 30 , 2030 (the "Fixed Interest Rate Period"). From and including September 30 , 2030 until maturity or redemption (the "Floating Interest Rate Period"), the interest rate will adjust to a floating rate equal to a benchmark rate, which is expected to be the then-current Three-Month Term SOFR, plus 320.5 basis points. The Company will pay interest in arrears semi-annually during the Fixed Interest Rate Period and quarterly during the Floating Interest Rate Period. The Notes constitute unsecured and subordinated obligations of the Company and rank junior in right of payment to any senior indebtedness and obligations to general and secured creditors. Subject to limited exceptions, the Company cannot redeem the Notes

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure In connection with the offering of the Notes, the Company delivered an investor presentation to potential investors on a confidential basis, a copy of which is furnished herewith as Exhibit 99.1. The information furnished in this Item 7.01 and in Exhibit 99.1 of this Current Report on Form 8-K shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, and such information shall not be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing. Cautionary Note Regarding Forward-Looking Statements This Current Report on Form 8-K contains forward-looking Securities Litigation Reform Act of 1995. The Company intends its forward-looking statements to be covered by the safe harbor provisions for forward-looking statements in this Current Report on Form 8-K. All statements regarding the Company's expected financial position and operating results, the Company's business strategy, the Company's financial plans, forecasted demographic and economic trends relating to the Company's industry and similar matters are forward-looking statements. These statements can sometimes be identified by the Company's use of forward-looking words such as "may," "will," "anticipate," "estimate," "expect," or "intend." The Company cannot guarantee that its expectations in such forward-looking various factors, including changes in economic conditions or interest rates, credit risk, inflation, tariffs, cybersecurity risks, changes in FDIC assessments, bank failures, difficul

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits (a)

Financial statements of businesses acquired. None

Financial statements of businesses acquired. None. (b) Pro forma financial information. None. (c) Shell company transactions: None. (d) Exhibits. 4.1 Form of 6.50% Fixed-to-Floating Rate Subordinated Note due 2035 of Orange County Bancorp, Inc. 10.1 Form of Subordinated Note Purchase Agreement, dated as of September 25, 2025, by and between Orange County Bancorp, Inc. and the several Purchasers 99.1 Investor Presentation 104 Cover Page Interactive Data File (embedded in the cover page formatted in Inline XBRL)

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized. ORANGE COUNTY BANCORP, INC. DATE: September 25, 2025 By: /s/ Michael Lesler Michael Lesler Executive Vice President and Chief Financial Officer

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