OBT 8-K
Orange County Bancorp, Inc. /DE/ (OBT)
8-K
2025-06-09
For: 2025-06-09
View Original
Added on
April 10, 2026
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): June 9, 2025
(Exact Name of Registrant as Specified in Charter)
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(State or Other Jurisdiction)
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(Commission File No.)
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(I.R.S. Employer
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of Incorporation)
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Identification No.)
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(Address of Principal Executive Offices)
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(Zip Code)
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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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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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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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 ☒
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. ☐
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Item 8.01
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Other Events
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On June 9, 2025, Orange County Bancorp, Inc. (the “Company”) issued a press release announcing that the underwriters for its recently
completed public offering have exercised their overallotment option and completed the sale of an additional 258,064 shares of common stock at the public offering price of $23.25 per share. The net proceeds to the Company of the sale of the additional
shares of common stock, after deducting the underwriting discount and commissions, are expected to be approximately $5.7 million. A copy of the Company’s press release dated June 9, 2025 is attached hereto as Exhibit 99.1 and is incorporated herein
by reference.
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Item 9.01
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Financial Statements and Exhibits
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(a)
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Financial statements of businesses acquired. None.
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(b)
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Pro forma financial information. None.
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(c)
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Shell company transactions: None.
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(d)
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Exhibits.
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104
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The cover page from the Company’s Form 8-K, formatted in Inline XBRL.
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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.
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ORANGE COUNTY BANCORP, INC.
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DATE: June 9, 2025
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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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EXHIBIT 99.1
Orange County Bancorp, Inc. Announces Closing of Overallotment Option
and Issuance of 258,064 Shares of Common Stock
MIDDLETOWN, NEW YORK – June 9, 2025 –– 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 that the underwriters for its recently completed public
offering have exercised their overallotment option and completed the sale of an additional 258,064 shares of common stock at the public offering price of $23.25 per share. The expected proceeds to the Company in connection with the exercise of the
option and the issuance of the additional shares, after deducting the underwriting discount and commissions but before deducting other expenses payable by the Company, are approximately $5.7 million.
Piper Sandler & Co. and Stephens Inc. served as joint book-running managers.
The offering was made only by means of an effective shelf registration statement on Form S-3 (File No. 333-280793), 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, 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 [email protected], 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.
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
Phone: (845) 341-5111