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): March 19, 2026
ORANGE COUNTY BANCORP, INC.
(Exact Name of Registrant as Specified in Its Charter)
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Delaware
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001-40711
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26-1135778
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(State or other jurisdiction of
incorporation or organization)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading symbol(s)
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Name of each exchange on which registered
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Common Stock, par value $0.25
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OBT
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The Nasdaq Stock Market LLC
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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 5.02 |
Departure of Directors of Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
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(e) On March 19, 2026, the Boards of Directors of Orange County Bancorp, Inc. (the “Company”) and Orange
Bank & Trust Company, a wholly owned subsidiary of the Company (the “Bank”), adopted and executed an amendment to the Amended and Restated Employment Agreement with Michael J. Gilfeather, President and Chief Executive Officer of the Company
and the Bank (the “Gilfeather Agreement”). The amendment extends the Gilfeather Agreement through March 31, 2029, unless otherwise extended by the Company. No other provisions of the Gilfeather Agreement were modified by the amendment.
On March 19, 2026, the Board of Directors of the Bank adopted an amendment to the Amended and Restated Participation Agreement under the
Orange Bank & Trust Company Performance-Based Supplemental Executive Retirement Plan by and between the Bank and Mr. Gilfeather (the “Gilfeather SERP Participation Agreement”). The amendment to the Gilfeather SERP Participation Agreement provides
for a discretionary employer contribution in the amount of $125,000 to be made for the 2028 Plan Year which will cliff vest on March 30, 2029. No other provisions of the Gilfeather SERP Participation Agreement were modified by the amendment.
The foregoing
description of the amendment to the Gilfeather Agreement and the amendment to the Gilfeather SERP Participation Agreement does not purport to be complete and is qualified in its entirety by reference to the amendments which will be filed
as exhibits to the Company’s Quarterly Report on Form 10-Q for the quarter ending March 31, 2026.
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.
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ORANGE COUNTY BANCORP, INC.
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DATE: March 25, 2026
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By:
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/s/ Michael Lesler
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Michael Lesler
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Executive Vice President and Chief Financial Officer
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