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): January 2, 2025
Orange County Bancorp, Inc.
(Exact Name of Registrant as Specified in 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)
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(Commission File No.)
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(I.R.S. Employer
Identification No.)
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212 Dolson Avenue, Middletown, New York
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10940
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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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Common Stock, par value $0.50
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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 (§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. ☐
Item 8.01 Other Events
On January 2, 2025, Orange County Bancorp, Inc. (the “Company”) announced that the record date of its previously declared two-for-one
forward stock split (the “Stock Split”) of the Company’s common stock will be Wednesday, January 8, 2025 as a result of U.S. equity markets closing on January 9, 2025 to observe and honor the passing of former President Jimmy Carter. Each record
holder of common stock on Wednesday, January 8, 2025 will receive one additional share of common stock after the market close on Friday, January 10, 2025. Trading is expected to commence on a split-adjusted basis at market open on Monday, January
13, 2025.
A copy of the press release announcing the change in the record date for the Stock Split is attached as Exhibit 99.1 to this report.
Item 9.01 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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Press release dated January 2, 2025
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104
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Cover Page for this Current Report on 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: January 2, 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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FOR IMMEDIATE RELEASE
Orange County Bancorp, Inc. Adjusts Stock Split Record Date as US Markets Close on January 9 in Honor of National Day
of Mourning for Former President Jimmy Carter
MIDDLETOWN, N.Y., January 2, 2025
– Orange County Bancorp, Inc. (the “Company” - Nasdaq: OBT), parent company of Orange Bank & Trust Co. and Hudson Valley Investment Advisors, Inc., today announced that the record date of its previously declared two-for-one forward stock split
(the “Stock Split”) of the Company’s common stock will be Wednesday, January 8, 2025 as a result of U.S. equity markets closing on January 9, 2025 to observe and honor the passing of former President Jimmy Carter. Each record holder of common stock
on Wednesday, January 8, 2025 will receive one additional share of common stock after the market close on Friday, January 10, 2025. Trading is expected to commence on a split-adjusted basis at market open on Monday, January 13, 2025.
The Stock Split will be effectuated by the filing of an amendment to the Company’s Certificate of Incorporation and will result in a
proportionate increase in the number of shares of authorized common stock. The Company anticipates that the outstanding shares of common stock after the Stock Split will increase from approximately 5.7 million shares to 11.4 million shares. The par
value per share of the Company’s common stock will be reduced from $0.50 par value to $0.25 par value.
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 $2.5 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
Certain statements contained herein are “forward looking statements” within the meaning of Section 27A of the Securities Act of 1933
and Section 21E of the Securities Exchange Act of 1934. Such forward looking statements may be identified by reference to a future period or periods, or by the use of forward-looking terminology, such as “may,” “will,” “believe,” “expect,”
“estimate,” “anticipate,” “continue,” or similar terms or variations on those terms, or the negative of those terms. Forward looking statements are subject to numerous risks and uncertainties, including, but not limited to, 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, 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 wishes to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the
date made. The Company wishes to advise readers that the factors listed above could affect the Company’s financial performance and could cause the Company’s actual results for future periods to differ materially from any opinions or statements
expressed with respect to future periods in any current statements. 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
mlesler@orangebanktrust.com
Phone: (845) 341-5111