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UNITED STATES
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): September 25, 2025
Orange
County Bancorp, Inc.
(Exact Name of Registrant as Specified in Charter)
| Delaware |
001-40711 |
26-1135778 |
| (State
or Other Jurisdiction) |
(Commission
File No.) |
(I.R.S.
Employer |
| of
Incorporation) |
|
Identification
No.) |
| 212
Dolson Avenue, Middletown,
New York |
10940 |
| (Address
of Principal Executive Offices) |
(Zip
Code) |
Registrant's
telephone number, including area code: (845)
341-5000
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 (see General Instruction A.2. below):
| ¨ | 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 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company x
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 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 before the fifth anniversary of the issuance date.
The Agreements and Notes contain customary subordination
provisions, representations and warranties, covenants, and events of default.
The foregoing description of the Agreements and
the Notes does not purport to be complete and is qualified in its entirety by reference to the form of the Agreements and the form of
the Notes, which are filed as Exhibits 10.1 and 4.1, respectively, to this Current Report on Form 8-K and are incorporated by reference
into this Item 1.01.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant |
The discussion under Item 1.01 is incorporated
by reference into this Item 2.03.
| 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
statements within the meaning of Section 27A of the Securities Act, Section 21E of the Securities Exchange Act, and the Private
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
statements will turn out to be correct. The Company’s actual results could be materially different from expectations because of
various factors, including changes in economic conditions or interest rates, credit risk, inflation, tariffs, cybersecurity risks, changes
in FDIC assessments, bank failures, difficulties in managing the Company’s growth, competition, changes in law or the regulatory
environment, and changes in general business and economic trends. Information concerning these and other factors, including Risk Factors,
can be found in the Company’s periodic filings with the Securities and Exchange Commission, including the discussion under the heading
“Item 1A. Risk Factors” in the Company’s 2024 Annual Report on Form 10-K. The Company does not undertake, and specifically
disclaims, any obligation to publicly revise any forward-looking statements to reflect the occurrence of anticipated or unanticipated
events or circumstances after the date of such statements, except as required by law. Accordingly, you should not place undue reliance
on forward-looking statements.
| Item 9.01 | Financial Statements and Exhibits |
| |
(a) |
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
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 |
