OBT Notifies Directors and Execs of Trading Restrictions on Oct 10, 2025

Rhea-AI Filing Summary

Orange County Bancorp, Inc. filed a Current Report on Form 8-K reporting that, on October 10, 2025, it delivered a notice to its directors and executive officers describing limitations on trading the company’s common stock. The notice concerns restrictions that apply to insiders and is provided as an exhibit to the filing. The company’s common stock trades under the ticker OBT and has a par value of $0.25. The filing is signed by the company’s Chief Financial Officer.

8-K Event Classification

2 items: 5.04, 9.01

2 items

Item 5.04 Temporary Suspension of Trading Under Registrant's Employee Benefit Plans Governance

Trading in company securities was temporarily suspended under an employee benefit plan (blackout period).

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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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

Date of Report (Date of earliest event reported): October 10, 2025

Orange County Bancorp, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	001-40711	26-1135778
(State or other jurisdiction of	(Commission File Number)	(I.R.S. Employer
Incorporation or organization)		Identification No.)
212 Dolson Avenue, Middletown, New York 10940
(Address of principal executive offices) (Zip Code)

(845) 341-5000

(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:

☐	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, par value $0.25		OBT		The Nasdaq Stock Market LLC

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) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 5.04 Temporary Suspension of Trading Under Registrant’s Employee Benefit Plans.

On October 10, 2025, a notice (the “Notice”) of an impending “blackout period” for trading in the common stock of Orange County Bancorp, Inc. (the “Company”), beginning on November 10, 2025, was issued to executive officers and directors of the Company pursuant to Rule 104 of Regulation BTR, promulgated under Section 306(a)(6) of the Sarbanes-Oxley Act of 2002.

The blackout period, which is necessary to transfer the assets, recordkeeping and other services related to the Orange County Bancorp, Inc. 401(k) Plan (the “Plan”) from the current administrator of the Plan, Empower Retirement, LLC, to Principal will begin at 4:00 p.m., Eastern time, on November 10, 2025, and is expected to be completed by the week of November 30, 2025, provided, however, that the blackout period may be extended due to events that are beyond the control of the Company.

Under the Sarbanes-Oxley Act of 2002 and Regulation BTR, the executive officers and directors of the Company will generally be prohibited from engaging in transactions involving an equity security of the Company during this blackout period, including transactions involving shares of Company common stock that are held outside of the Plan.

During the blackout period, and for a period of two years after the end date thereof, a security holder or other interested person may obtain, without charge, information regarding the blackout period, including the actual beginning and end dates of the blackout period from, and may direct other inquiries about the blackout period to, Michael Lesler, Executive Vice President and Chief Financial Officer of the Company, at 212 Dolson Avenue, Middletown, New York 10940; telephone number: (845) 341-5111.

A copy of the Notice is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d)	Exhibits
	Number	Description
	99.1	Notice to Directors and Executive Officers of Orange County Bancorp, Inc. Concerning Limitations on Trading Securities of Orange County Bancorp, Inc.
	104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

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 thereunto duly authorized.

		ORANGE COUNTY BANCORP, INC.
Date: October 10, 2025	By:	/s/ Michael Lesler
		Michael Lesler
		Executive Vice President and Chief Financial Officer

FAQ

What did Orange County Bancorp (OBT) report on its 8-K filed October 10, 2025?

The company delivered a notice to directors and executive officers about limitations on trading its common stock, filed as an exhibit to the Form 8-K.

Who received the trading limitation notice from Orange County Bancorp (OBT)?

The notice was delivered to the company’s directors and executive officers.

Does the 8-K for Orange County Bancorp (OBT) include financial results or transactions?

No. The filing only attaches a notice concerning trading limitations and does not include earnings, financial tables, or major transactions.

What security is affected by the trading limitations in the OBT 8-K?

The limitations apply to the company’s Common Stock, par value $0.25, which trades under the ticker OBT.

Who signed the Form 8-K for Orange County Bancorp (OBT)?

The Form 8-K was signed by Michael Lesler, Executive Vice President and Chief Financial Officer.