Form 8-K - Current report

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 19, 2024

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: [phone]

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 $0.50		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 ☒

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

(d) On September 19, 2024, Jon Schiller was appointed to the Boards of Directors of Orange County Bancorp, Inc. (the “Company”) and Orange Bank & Trust Company (the “Bank”) effective October 1, 2024. Mr. Schiller is expected to join the Audit & Risk, Strategic Planning, and Technology Committees of the Boards of the Company and the Bank.

Mr. Schiller is the founder, President and CEO of Hospicom Inc., a world-class medical education and consulting company that serves Fortune 100 pharmaceutical and biotechnology companies. Mr. Schiller is not a party to any transaction with the Company or the Bank that would require disclosure under Item 404(a) of Regulation S-K.

A press release announcing the appointment of Mr. Schiller is attached as Exhibit 99.1 to this Current Report on Form 8-K.

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.
		99.1		Press release dated September 25, 2024
		104		Cover Page Interactive Data File (embedded in the cover page 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.

		ORANGE COUNTY BANCORP, INC.
DATE: September 25, 2024	By:	/s/ Michael Lesler
		Michael Lesler
		Executive Vice President and Chief Financial Officer

EXHIBIT 99.1

Orange County Bancorp, Inc. Announces the Appointment of Jon Schiller

to the Board of Directors

MIDDLETOWN, N.Y. – September 25, 2024 — Orange County Bancorp, Inc. (the "Company") (NASDAQ:OBT), parent company of Orange Bank & Trust Co. (the "Bank") announced today the appointment of Jonathan Schiller, RPh, MBA, to the Company’s and the Bank’s Boards of Directors effective October 1, 2024.

“Jon is a proven business leader and entrepreneur with a unique background comprised of scientific and analytic experience. He will be an exceptional addition to the Board,” said Michael Gilfeather, Company President and CEO. “We welcome his expertise and participation overseeing the future affairs of the Company and the Bank.”

Schiller is an entrepreneur with vast senior leadership experience. He is the founder, President and CEO of Hospicom Inc., a world-class medical education and consulting company that serves Fortune 100 pharmaceutical and biotechnology companies. He successfully led Hospicom’s transition from a startup to a highly successful, multimillion-dollar global organization. He previously founded the Society of Academic Medicine and Strategically Speaking Inc.

Schiller earned a BS in Pharmacy, and is a Registered Pharmacist from St. John’s University and an MBA in Marketing /Marketing Management from Columbia University Business School.

“I am thrilled to join the board of such a reputable and forward-thinking institution,” said Schiller. “With a longstanding history of success and commitment to innovation, Orange Bank & Trust is uniquely positioned to navigate the evolving financial landscape. I look forward to contributing to the exciting growth and future opportunities that lie ahead.”

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 130 years ago. It has grown through ongoing innovation and an unwavering commitment to its community and business clientele to more than $2.5 billion in total assets. Hudson Valley Investment Advisors, Inc. is an Investment Advisor in Goshen, NY. It was founded in 1995 and was acquired by the Company in 2012.

Document and Entity Information	Sep. 19, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Sep. 19, 2024
Entity File Number	021-322130
Entity Registrant Name	Orange County Bancorp, Inc. /DE/
Entity Central Index Key	0001754226
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	26-1135778
Entity Address, Address Line One	212 Dolson Avenue
Entity Address, City or Town	Middletown
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10940
City Area Code	845
Local Phone Number	341-5000
Title of 12(b) Security	Common Stock, par value $0.50
Trading Symbol	OBT
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false

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