Orange County Bancorp, Inc. Announces Pricing of Public Offering of Common Stock

Rhea-AI Summary

Orange County Bancorp (NASDAQ: OBT) has announced the pricing of its public offering of 1,720,430 common stock shares at $23.25 per share, with potential additional 258,064 shares through a 30-day underwriter option. The offering is expected to raise approximately $40.0 million in gross proceeds, potentially reaching $46.0 million if the underwriter option is fully exercised. The company plans to use the proceeds for general corporate purposes, including bank investments for growth, strengthening regulatory capital and liquidity, and potential strategic acquisitions, though no specific acquisition plans are currently in place. The offering, managed by Piper Sandler & Co. and Stephens Inc. as joint book-running managers, is scheduled to close on June 5, 2025.

Positive

• Potential gross proceeds of up to $46.0 million if underwriter option is exercised
• Funds will support bank growth and strengthen regulatory capital
• Provides financial flexibility for potential strategic acquisitions
• Enhanced liquidity position for the company

Negative

• Potential dilution for existing shareholders
• No specific plans for acquisitions or strategic transactions identified

Insights

Investment Banking Analyst

Orange County Bancorp raising $40-46M through stock offering at $23.25/share, diluting existing shareholders while strengthening capital position for growth initiatives.

Orange County Bancorp has priced a public offering of 1,720,430 shares at $23.25 per share, with an option for underwriters to purchase an additional 258,064 shares. This offering will raise $40 million in gross proceeds, potentially reaching $46 million if the underwriters exercise their full option.

The offering price of $23.25 reflects the current market assessment of the company's value. Investors should recognize this represents meaningful dilution for existing shareholders, as the new shares will increase the outstanding share count. Without knowing the current outstanding shares, we can't calculate the exact dilution percentage, but this offering will spread ownership among more shareholders.

The company plans to use proceeds for general corporate purposes, including bank investments to support growth, strengthening regulatory capital, enhancing liquidity, and potentially funding strategic acquisitions. This capital raise positions Orange County Bancorp with a stronger balance sheet in the current banking environment, where maintaining robust capital ratios is increasingly important.

While the company explicitly states there are no current plans for specific acquisitions, the capital raise provides financial flexibility to act quickly when opportunities arise in their market. The offering is being managed by respected underwriters Piper Sandler and Stephens Inc., lending credibility to the transaction. The expected closing date of June 5, 2025 indicates a standard timeline for such offerings.

This capital raise suggests management is preparing for a growth phase, whether organic or through acquisition, while ensuring regulatory capital requirements remain comfortably met as the bank expands its asset base.

MIDDLETOWN, N.Y., June 03, 2025 (GLOBE NEWSWIRE) -- Orange County Bancorp, Inc. (the “Company” - Nasdaq: OBT), parent company of Orange Bank & Trust Company, (the “Bank”) and Hudson Valley Investment Advisors, Inc. (“HVIA”), today announced the pricing of an underwritten public offering of 1,720,430 shares of its common stock at a price of $23.25 per share. The Company also granted the underwriters a 30-day option to purchase up to an additional 258,064 shares of common stock.

The aggregate gross proceeds of the offering will be approximately $40.0 million before discounts and expenses. Assuming full exercise by the underwriters of their option to purchase additional shares, the aggregate gross proceeds of the offering would be approximately $46.0 million before discounts and expenses. The Company plans to use the net proceeds from the offering for general corporate purposes, which may include investments in the Bank supporting continued growth, augmenting regulatory capital and liquidity and providing for potential strategic acquisitions. The Company has no current plans, arrangements or understandings relating to any specific acquisition or similar transaction. The offering is expected to close on June 5, 2025, subject to customary closing conditions.

Piper Sandler & Co. and Stephens Inc. are serving as joint book-running managers.

The Company has filed with the Securities and Exchange Commission (the “SEC”) a shelf registration statement (including a prospectus) on Form S-3 (File No. 333-280793) and a preliminary prospectus supplement for the offering to which this press release relates. Before you invest, you should read the preliminary prospectus supplement and the accompanying prospectus, including the information incorporated by reference therein, and the other documents we have filed and will file with the SEC for more complete information about the Company and this offering. The proposed offering is being made only by means of an effective shelf registration statement, including a preliminary prospectus supplement and final prospectus supplement, copies of which may be obtained for free by visiting EDGAR on the SEC website at www.sec.gov. Additionally, electronic copies may be obtained from Piper Sandler & Co., Attention: Prospectus Department, 800 Nicollet Mall, J12S03, Minneapolis, Minnesota 55402, or by phone at 1-800-747-3924, or by email at prospectus@psc.com, or Stephens Inc., 111 Center Street, Little Rock, AR 72201, or by phone at 1-800-643-9691.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.   The securities being offered have not been approved or disapproved by any regulatory authority, nor has any such authority passed upon the accuracy or adequacy of the prospectus supplement or the shelf registration statement or prospectus relating thereto.

About Orange County Bancorp, Inc.

Orange County Bancorp, Inc. is the parent company of Orange Bank & Trust Company and Hudson Valley Investment Advisors, Inc. Orange Bank & Trust Company is an independent bank that began with the vision of 14 founders over 125 years ago. It has grown through innovation and an unwavering commitment to its community and business clientele to approximately $2.6 billion in total assets. Hudson Valley Investment Advisors, Inc. is a Registered Investment Advisor in Goshen, NY. It was founded in 1996 and acquired by the Company in 2012.

Forward-Looking Statements

The information disclosed in this press release includes various forward-looking statements that are made in reliance upon the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The words “anticipates,” “projects,” “intends,” “estimates,” “expects,” “believes,” “plans,” “may,” “will,” “should,” “could,” and other similar expressions are intended to identify such forward-looking statements. The Company cautions that these forward-looking statements are necessarily speculative and speak only as of the date made, and are subject to numerous assumptions, risks and uncertainties, all of which may change over time. Actual results could differ materially from such forward-looking statements. Accordingly, you should not place undue reliance on forward-looking statements. In addition to the specific risk factors disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, the following factors, among others, could cause actual results to differ materially and adversely from such forward-looking statements: those related to the real estate and economic environment, particularly in the market areas in which the Company operates, competitive products and pricing, fiscal and monetary policies of the U.S. Government, inflation, changes in government regulations affecting financial institutions, including regulatory fees and capital requirements, changes in prevailing interest rates, tariffs, increased levels of loan delinquencies, problem assets and foreclosures, credit risk management, asset-liability management, cybersecurity risks, geopolitical conflicts, public health issues, the financial and securities markets and the availability of and costs associated with sources of liquidity. The Company does not undertake and specifically declines any obligation to publicly release the results of any revisions that may be made to any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.

For further information:
Michael Lesler
EVP & Chief Financial Officer
mlesler@orangebanktrust.com
Phone: (845) 341-5111

FAQ

What is the price per share for OBT's public offering?

Orange County Bancorp has priced its public offering at $23.25 per share.

How many shares is Orange County Bancorp (OBT) offering in its public offering?

The company is offering 1,720,430 shares, with an additional 258,064 shares available through a 30-day underwriter option.

How much money does OBT expect to raise from the public offering?

The offering is expected to raise approximately $40.0 million in gross proceeds, potentially reaching $46.0 million if the underwriter option is fully exercised.

What will Orange County Bancorp use the proceeds for?

The proceeds will be used for general corporate purposes, including bank investments for growth, strengthening regulatory capital and liquidity, and potential strategic acquisitions.

Who are the underwriters for OBT's public offering?

Piper Sandler & Co. and Stephens Inc. are serving as joint book-running managers for the offering.