Orange County Bancorp Inc. filed SEC Form 8-K: Temporary Suspension of Trading Under Registrant's Employee Benefit Plans, Financial Statements and Exhibits

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): October 10, 2025

(Exact Name of Registrant as Specified in Its Charter)

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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:

Securities registered pursuant to Section 12(b) of the Act:

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.  ☐

On October 10, 2025, a notice (the “Notice”) of an impending “blackout period” for trading in the common stock of Orange County Bancorp, Inc. (the “Company”), beginning on November 10, 2025, was issued to executive officers and directors of the Company pursuant to Rule 104 of Regulation BTR, promulgated under Section 306(a)(6) of the Sarbanes-Oxley Act of 2002.

The blackout period, which is necessary to transfer the assets, recordkeeping and other services related to the Orange County Bancorp, Inc. 401(k) Plan (the “Plan”) from the current administrator of the Plan, Empower Retirement, LLC, to Principal will begin at 4:00 p.m., Eastern time, on November 10, 2025, and is expected to be completed by the week of November 30, 2025, provided, however, that the blackout period may be extended due to events that are beyond the control of the Company.

Under the Sarbanes-Oxley Act of 2002 and Regulation BTR, the executive officers and directors of the Company will generally be prohibited from engaging in transactions involving an equity security of the Company during this blackout period, including transactions involving shares of Company common stock that are held outside of the Plan.

During the blackout period, and for a period of two years after the end date thereof, a security holder or other interested person may obtain, without charge, information regarding the blackout period, including the actual beginning and end dates of the blackout period from, and may direct other inquiries about the blackout period to, Michael Lesler, Executive Vice President and Chief Financial Officer of the Company, at 212 Dolson Avenue, Middletown, New York 10940; telephone number: (845) 341-5111.

A copy of the Notice is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

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.