8-K

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): February 20, 2025

ORANGE COUNTY BANCORP, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	001-40711	26-1135778
(State or Other Jurisdiction)<br><br> <br>of Incorporation)	(Commission File No.)	(I.R.S. Employer<br><br> <br>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)
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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:

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.  ☐

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Item 5.02	Departure of Directors of Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(e) On February 20, 2025, 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 an amendment to the Amended and Restated Employment Agreement with Michael J. Gilfeather, President and Chief Executive Officer of the Company and the Bank, dated effective as of January 1, 2024 (the “Agreement”). The amendment extends the term of the Agreement through March 31, 2028, unless terminated sooner pursuant to its terms. The amendment further provides that, on March 31, 2028, the Agreement will automatically extend through March 31, 2029, unless Mr. Gilfeather or the Boards of Directors of the Company and Bank (excluding Mr. Gilfeather) give written notice of their intent not to extend the term of the Agreement. No further changes were made to the Agreement. The Chairman of the Boards of Directors of the Bank and the Company, along with Mr. Gilfeather executed the amendment to the Agreement on February 20, 2025.

On February 20, 2025, the Board of Directors of the Bank adopted, and Mr. Gilfeather and the Chairman of the Board of Directors of the Bank executed, an amendment to the Amended and Restated Participation Agreement (the “Participation Agreement”) under the Orange Bank & Trust Company Performance-Based Supplemental Executive Retirement Plan (the “SERP”), by and between the Bank and Mr. Gilfeather, dated as of December 22, 2023. The amendment to the Participation Agreement provides for an adjustment to the performance metrics. In addition, the amendment to the Participation Agreement removed the provision which previously provided that contributions to Mr. Gilfeather’s SERP account would no longer be required for fiscal years following December 31, 2026.

The foregoing description of the amendment to the Agreement and the amendment to the Participation Agreement does not purport to be complete and is qualified in its entirety by reference to the amendments attached hereto as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and such amendments are incorporated by reference into this Item 5.02.

Item 9.01	Financial Statements and Exhibits.
(d)	Exhibits.
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	Number	Description
	10.1	Amendment dated February 20, 2025,<br> to the Amended and Restated Employment Agreement, dated effective as of January 1, 2024, by and among Orange County Bancorp, Inc., Orange Bank & Trust Company and Michael J. Gilfeather
	10.2	Amendment dated February 20, 2025,<br> to the Amended and Restated Participation Agreement for Michael J. Gilfeather under the Orange Bank & Trust Company Performance-Based Supplemental Executive Retirement Plan
	104.1	Cover Page for this Current Report on Form 8-K, formatted in Inline XBRL

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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: February 26, 2025	By:	/s/ Michael Lesler
		Michael Lesler<br><br> <br>Executive Vice President and Chief Financial Officer

EXHIBIT 10.1

Amendment to the Amended and Restated Employment Agreement by and between Orange County Bancorp, Inc., Orange Bank & Trust Company and Michael J. Gilfeather

WHEREAS, Orange County Bancorp, Inc. (“Company”), Orange Bank & Trust Company ("Bank") and Michael J. Gilfeather ("Executive") entered into an employment agreement originally effective as of December 31, 2018, amended and restated effective December 31, 2021, and further amended and restated in its entirety effective January 1, 2024 (the "Agreement"); and

WHEREAS, the Joint Compensation Committee of the Boards of Directors of the Company and the Bank recommended that the Boards of Directors of the Company and the Bank amend the Agreement to extend the term.

NOW, THEREFORE, effective as of the date below, the Agreement is hereby amended by deleting the first sentence in Section 2(a) of the Agreement in its entirety and replacing it with the following new sentence:

“The term of this Agreement and the period of Executive's employment hereunder shall continue through March 31, 2028, unless terminated sooner pursuant the terms of this Agreement. On March 31, 2028 ("Renewal Date") this Agreement shall extend automatically through March 31, 2029, unless the Executive or the Board (excluding the Executive) by written notice to the other, given at least ninety (90) days prior to such Renewal Date, notifies the other of its intent not to extend the Term.”

IN WITNESS WHEREOF, the Bank and the Company have caused this Amendment to be executed by their respective duly authorized representatives and have signed this Amendment on the 20^th^ day of February, 2025 and Executive has executed the Agreement on such date, as well.

ORANGE BANK & TRUST COMPANY

/s/ Jonathan Rouis

On behalf of the Board of Directors

ORANGE COUNTY BANCORP, INC.

/s/ Jonathan Rouis

On behalf of the Board of Directors

EXECUTIVE

/s/ Michael Gilfeather

Michael Gilfeather

EXHIBIT 10.2

Amendment #1 to the Participation Agreement by and Between Michael Gilfeather and Orange Bank & Trust Company for Participation in the Orange Bank & Trust Company

Performance-based Supplemental Executive Retirement Plan

WHEREAS, Orange Bank & Trust Company (the “Bank”) maintains Orange Bank & Trust Company Performance-Based Supplemental Executive Retirement Plan (the “Plan”) for the benefit of eligible participants; and

WHEREAS, Michael Gilfeather was selected to participate in the Plan and executed an amended and restated participation agreement with the Company effective December 22, 2023 (the “Participation Agreement”); and

WHEREAS, the Compensation Committee of the Board of Directors of the Bank (the “Committee”), on behalf of the Bank and as the Administrator of the Plan, approved:

•	The deletion of the last sentence in Section 3(a) of the Participation Agreement; and
•	An increase in Total Assets in Section 3(a)(ii) from $1 billion to $2.5 billion.
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NOW, THEREFORE, effective as of the date below, Section 3(a) of the Participation Agreement shall read as follows:

“3. Contributions.

(a)

Performance-Based Contributions.  Provided that (i) the Participant is employed by the Bank and the Company on December 31^st^ of each<br> year, (ii) the Bank has Two and a Half Billion Dollars in Total Assets for two consecutive quarters during an applicable fiscal year, and (iii) the Participant satisfies at least 80% of his annual financial goals established for an<br> applicable fiscal year, the Bank shall credit the Participant’s SERP Account with $60,000 Performance-Based Contribution for the applicable fiscal year.  Commencing with the contribution for the fiscal year ending December 31, 2023, the<br> Performance-Based Contribution amount will be increased to $260,000.

The Board of Directors of the Bank (the “Board”) will determine, in its sole discretion, whether the Participant achieved his annual financial goals for each fiscal year and the level of achievement.  Following the certification of the Participant’s annual goals by the Board, Performance-Based Contributions (if any) will be credited to the Participant’s SERP Account effective December 31^st^ of the fiscal year in which the applicable contribution applies.”

IN WITNESS WHEREOF, the Bank has caused this Amendment to be executed by a duly authorized representative and has signed this Amendment on the 20^th^ day of February, 2025 and Executive has executed the Agreement, as well.

ORANGE BANK & TRUST COMPANY

/s/ Jonathan Rouis

On behalf of the Board of Directors

EXECUTIVE

/s/ Michael Gilfeather

Michael Gilfeather