Form 8-K

8-K — Orange County Bancorp, Inc. /DE/

Accession: 0000943374-26-000324

Filed: 2026-07-28

Period: 2026-07-28

CIK: 0001754226

SIC: 6022 (STATE COMMERCIAL BANKS)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — obt-20260728.htm (Primary)

EX-99.1 (ex99-1_8k072826.htm)

GRAPHIC (image1-1.jpg)

GRAPHIC (image1.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT FILING

8-K (Primary)

Filename: obt-20260728.htm · Sequence: 1

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): July 28, 2026

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: (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):

[ ]

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 $0.25

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 (§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 [X]

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 2.02

Results of Operations and Financial Condition

On July 28, 2026, Orange County Bancorp, Inc. (the “Company”) issued a press release reporting its financial results at and for the three and six months ended June 30, 2026.

A copy of the press release is attached as Exhibit 99.1 to this report and is being furnished to the Securities and Exchange Commission and shall not be deemed filed for any purpose.

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 July 28, 2026

104

Cover Page for this Current Report on Form 8-K, formatted in Inline XBRL

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: July 28, 2026

By:

/s/ Michael Lesler

Michael Lesler

Executive Vice President and Chief Financial Officer

0001754226

false

0001754226

2026-07-28

EX-99.1

Filename: ex99-1_8k072826.htm · Sequence: 5

FOR IMMEDIATE RELEASE

Orange County Bancorp, Inc. Announces Record Second Quarter Earnings:

Net Income increased $3.2 million, or 30.6%, to $13.7 million for the quarter ended June 30, 2026, from $10.5 million for the quarter ended June 30, 2025, marking record second quarter earnings

Net Interest Margin increased 38 basis points, or 9.4%, to 4.44% for the three months ended June 30, 2026, from 4.06% for the three months ended June 30, 2025

Total Deposits increased $120.8 million, or 5.2%, to $2.4 billion at June 30, 2026, from $2.3 billion at June 30, 2025

Total Loans, including loans held-for-sale, were approximately $2.0 billion at June 30, 2026, from a comparable level at December 31, 2025 and $1.9 billion at June 30, 2025

Earnings per share increased $0.15 per share, or 17.2%, to $1.02 per share for the quarter ended June 30, 2026 from $0.87 per share for the quarter ended June 30, 2025

Book value per share grew $1.60, or 7.5%, to $22.87 at June 30, 2026, from $21.27 at December 31, 2025

MIDDLETOWN, N.Y., July 28, 2026 – Orange County Bancorp, Inc. (the “Company” - Nasdaq: OBT), parent company of Orange Bank & Trust Co. (the “Bank”) and Orange Investment Advisors, Inc. (“OIA”), today announced net income of $13.7 million, or $1.02 per basic and diluted share, for the three months ended June 30, 2026. This compares with net income of $10.5 million, or $0.87 per basic and diluted share, for the three months ended June 30, 2025. The increase in earnings per share, basic and diluted, was due primarily to an increase in net interest income, a one-time reduction in deferred tax valuation allowance, and a reduction in provision for credit losses partially offset by a decrease in noninterest income, resulting from the recognition of a valuation loss related to loans held-for-sale, during the period. For the six months ended June 30, 2026, net income reached $24.9 million, or $1.87 per basic and diluted share, as compared to $19.2 million, or $1.64 per basic and diluted share, for the six months ended June 30, 2025.

Book value per share grew $1.60, or 7.5%, from $21.27 at December 31, 2025 to $22.87 at June 30, 2026. Tangible book value per share grew $1.61, or 7.7%, from $20.83 at December 31, 2025 to $22.44 at June 30, 2026 (see “Non-GAAP Financial Measure Reconciliation” below for additional detail). These increases were due primarily to earnings growth and included the reclassification of treatment of equity compensation during the six months ended June 30, 2026, as well as reversal of the valuation allowance associated with the deferred tax asset offset by the valuation loss on loans held-for-sale.

“I am pleased to announce record second quarter financial results for the Bank led by continued growth of our low-cost deposit base and strength in net interest margin,” said Orange County Bancorp President and CEO Michael Gilfeather. “Our success reflects the unrelenting focus of our organization and ability to navigate challenging financial conditions as we continue to execute our strategic plan.”

“For the quarter ended June 30, 2026, the Company earned $13.7 million, an increase of $3.2 million, or 30.6%, over the same quarter last year. Our results reflect strong overall performance, but also a meaningful contribution from a $5.3 million valuation allowance reversal related to our deferred tax asset largely offset by a $4.8 million fair value adjustment to loans held-for-sale. Adjusted for these items, the Company’s net income would have been approximately $12.6 million *. Total loans, including those held-for-sale, increased $23.6 million at quarter end, holding our total loan portfolio relatively flat at $2.0 billion versus year-end 2025. The trajectory of our loan growth has been impacted by unanticipated payoffs aggregating $81.1 million during the first half of 2026 as compared to $28.5 million during the same period last year. Our new loan pipeline remains robust, and we would anticipate these returning to more normal growth levels. The average yield on our loan portfolio was 6.03% for the second quarter of 2026, up 3 basis points from the same period last year.

Total deposit growth continued its favorable trend and remains a central element of our success - increasing $120.8 million, or 5.2%, to $2.4 billion at June 30, 2026 from $2.3 billion at December 31, 2025. The bulk of this growth came in core deposits, enabling us to nearly eliminate our use of higher cost broker-sourced deposits or borrowings. Success in our strategic efforts to attract low cost, organically – sourced deposits resulted in an average cost of deposits for the current quarter of 0.96%, down 35 basis points, or 26.6% from Q2 2025 and down 9 basis points or 8.2% versus Q1 2026. This is and will remain a key competitive strength of the Bank.

Not surprisingly, reduced deposit costs and increased loan yields resulted in a 38-basis point improvement in net interest margin from 4.06% for the three months ended June 30, 2025 to 4.44% for the quarter just ended. Prepayment fees associated with payoffs of existing loans also contributed to the margin expansion. The combination of our core strength, strong client relationships, low-cost deposit base and robust quality loan pipeline – give us confidence in our ability to deliver strong financial results.

Our Wealth Management division also appears to be stabilizing following a pullback related to key staff changes earlier this year. For the three months ended June 30, 2026, Wealth Management earned $3.2 million, down $178 thousand, or 5.2% versus the same quarter last year but down only $51 thousand, or 1.56% versus the prior quarter. Earnings for Wealth Management were impacted by a reduction in assets under management (AUM), primarily due to residual effects from last year’s divisional restructuring. We view Wealth Management as a key component of our business strategy and client value proposition.

* See Non-GAAP reconciliation table on p.5.

The resiliency of our strategic plan, commitment and professionalism of our employees gives us the tools to manage market challenges, as our second quarter results show. We are proud of our performance and remain optimistic about opportunities ahead. We also remain confident in our ability to respond to evolving market conditions and draw on our experience and expertise to continue to manage risks, support our clients, and pursue compelling business opportunities. I again thank our employees, customers, and shareholders for their continued confidence and support.”

Second Quarter and Year to Date 2026 Financial Review

Net Income

Net income for the second quarter of 2026 was $13.7 million, an increase of $3.2 million, or 30.6%, from net income of $10.5 million for the second quarter of 2025. The growth in net income represents a combination of increased net interest income and reduced provision for credit losses, partially offset by reduced non-interest income during the quarter, which included a valuation loss of $4.8 million related to loans held-for-sale. The improvement in the provision for credit losses represents the effect of slower loan growth resulting from accelerated loan repayments combined with lower reserve requirements related to the composition and performance of the loan portfolio and the associated impact of the resolution of certain nonperforming credits. The Company also reversed the valuation allowance associated with the deferred tax asset and recognized additional earnings of approximately $5.3 million. Net income for the six months ended June 30, 2026 was $24.9 million, an increase of $5.8 million, or 30.1%, from net income of $19.2 million for the six months ended June 30, 2025.

Net Interest Income

For the three months ended June 30, 2026, net interest income rose $3.3 million, or 13.1%, to $28.4 million as compared to $25.1 million during the same period last year reflecting an increase in total interest income of $1.5 million as a result of growth in interest and fees associated with loans and a $2.0 million decrease in total interest expense due to lower interest expense resulting from reduced borrowing costs during the period. For the six months ended June 30, 2026, net interest income reached $56.3 million representing an increase of $7.6 million, or 15.5% compared to the same period last year.

Total interest income rose $1.3 million, or 4.0%, to $34.5 million for the three months ended June 30, 2026, compared to $33.2 million for the three months ended June 30, 2025. The increase reflected 5.4% growth in interest and fees associated with loans coupled with increased interest income associated with fed funds and balances held at correspondent banks offset by a net decrease in interest income associated with investment securities. For the six months ended June 30, 2026, total interest income rose $3.8 million, or 5.9%, to $68.9 million as compared to $65.1 million for the six months ended June 30, 2025.

Total interest expense decreased $2.0 million during the second quarter of 2026, to $6.1 million, as compared to $8.1 million in the second quarter of 2025. Interest expense associated with savings and NOW accounts totaled $5.3 million during the second quarter of 2026 which was approximately the same as during the second quarter of 2025. Interest expense from FHLB advances and borrowings during the current quarter totaled $134 thousand as compared to $375 thousand during the second quarter of 2025. The decrease was primarily due to lower average balances and costs associated with FHLB borrowings. Interest expense associated with time deposits decreased to $256 thousand for the second quarter of 2026 from $2.2 million for the second quarter of 2025. This decrease represented the impact of lower brokered deposit levels due to increased core deposits over the same time period. Interest expense related to subordinated notes increased and totaled $430 thousand during the second quarter of 2026 as compared to $231 thousand during the second quarter of 2025. During the six months ended June 30, 2026, total interest expense fell $3.7 million, to $12.7 million, as compared to $16.4 million for the same period last year.

Provision for Credit Losses

Provision for credit losses reflected a net recovery of $1.0 million for the three months ended June 30, 2026 as compared to an expense of $2.1 million for the three months ended June 30, 2025. The 2026 recovery was due primarily to slower loan growth combined with lower reserves associated with the composition of loans closed during the second quarter of 2026. The allowance for credit losses to loans was 1.38% as of June 30, 2026 versus 1.45% as of December 31, 2025 and 1.48% as of June 30, 2025. For the six months ended June 30, 2026, the provision for credit losses reflected a recovery of $1.5 million as compared to a provision of $2.3 million for the six months ended June 30, 2025. No additional reserves for investment securities were recorded during the first six months of 2026 or 2025.

Non-Interest Income

Non-interest income decreased $7.9 million, or 108.3%, to a loss of $607 thousand for the three months ended June 30, 2026 as compared to $7.3 million for the three months ended June 30, 2025. This reduction was related primarily to the recognition of a $4.8 million valuation loss associated with loans held-for sale combined with approximately $2.4 million of income associated with BOLI payments related to insurance death benefits in the prior year and a $1.2 million decrease in gains associated with the sale of a branch location. The Company’s other fee income categories remained relatively flat during the quarter and year to date. For the six months ended June 30, 2026, non-interest income decreased $8.1 million, to $3.6 million, as compared to $11.7 million for the six months ended June 30, 2025.

Non-Interest Expense

Non-interest expense was $17.3 million for the second quarter of 2026, reflecting an increase of $515 thousand, or 3.1%, as compared to $16.8 million for the same period in 2025. The increase in non-interest expense for the current quarter reflected the Company’s investment in growth. This investment consists primarily of increases in compensation, employee benefits, and professional fees. Our efficiency ratio, which is a non-GAAP measurement, increased to 62.1% for the three months ended June 30, 2026, from 51.6% for the same period in 2025. For the six months ended June 30, 2026, our efficiency ratio increased to 58.8% from 55.0% for the same period in 2025. Adjusted for the impact of the valuation loss on loans held-for-sale, the efficiency ratios for the three months ended and the six months ended June 30, 2026 would have been 53.0% and 54.4%, respectively. Non-interest expense for the six months ended June 30, 2026 reached $35.2 million, reflecting a $1.9 million increase over non-interest expense of $33.3 million for the six months ended June 30, 2025.

Income Tax Expense

Provision for income taxes for the three months ended June 30, 2026 reflected a net credit of $2.1 million, representing a net decrease of $5.2 million as compared to provision expense of $3.1 million for the three months ended June 30, 2025. The decrease in the provision for income tax was directly related to the Company’s reversal of the deferred tax valuation allowance. The reversal was based on the financial strength of the company and sustained history of profitability which demonstrates the likelihood of realizing the benefits of the deferred tax asset. Accordingly, the reversal increased net income for the period. For the six months ended June 30, 2026, the provision for income taxes was $1.2 million as compared to $5.7 million for the six months ended June 30, 2025. Our effective tax rate for the three month period ended June 30, 2026 was (18.2%), as compared to 23.0% for the same period in 2025. Our effective tax rate for the six month period ended June 30, 2026 was 4.6%, as compared to 23.0% for the same period in 2025.

Financial Condition

Total consolidated assets increased by $141.0 million, or 5.3%, reaching $2.8 billion at June 30, 2026 from $2.7 billion at December 31, 2025. The increase reflects an increase in cash and loans (including loans held-for-sale) offset by repayments and maturities of securities during the current six month period.

Total cash and due from banks increased from $204.2 million at December 31, 2025, to $334.9 million at June 30, 2026, an increase of approximately $130.7 million, or 64.0%. This increase resulted mainly from higher levels of deposit balances and paydowns and maturities of securities as well as payoffs of loans which elevated cash levels at quarter end.

Total investment securities decreased $23.5 million, or 5.6%, from $419.4 million at December 31, 2025 to $395.9 million at June 30, 2026. The decrease continues to be driven primarily by investment repayments and maturities during the first six months of 2026.

Total loans, including loans held-for-sale, increased $28.3 million, or 1.5%, to $2.0 billion at June 30, 2026 from December 31, 2025. The loan portfolio experienced growth in commercial real estate, commercial real estate construction, and consumer loans offset by decreases in commercial and industrial loans.

During the six months ended June 30, 2026, the Company transferred loans with an aggregate principal balance of $68.4 million from the loan portfolio to loans held-for-sale. At the date of transfer, the loans were recorded as held-for-sale at $63.6 million, net of a valuation allowance of $4.8 million. As of June 30, 2026, the loans held-for-sale portfolio consisted of approximately $44.0 million of residential real estate loans and approximately $19.6 million of home equity loans.

The six months ended June 30, 2026, also included $81.1 million of loan prepayments compared to $28.5 million for the six months ended June 30, 2025.

Total deposits increased $120.8 million, to $2.4 billion at June 30, 2026 from $2.3 billion at December 31, 2025. The increase was due primarily to $104.4 million, or 10.4%, of growth in savings and money market accounts which totaled approximately $1.1 billion at June 30, 2026 as compared to $1.0 billion at December 31, 2025. Interest bearing demand deposits increased $71.1 million, or 17.0% to $490.7 million at June 30, 2026 from $419.6 million at December 31, 2025. Non-interest-bearing demand deposits increased $68.3 million, or 9.4% to $793.9 million at June 30, 2026 from $725.7 million at December 31, 2025. The increase in deposits was partially offset by certificates of deposit which represented a $123.0 million decrease as the increased deposit levels of transaction accounts provided for run-off of maturing brokered deposits during the period. Deposit composition at June 30, 2026 included 52.8% in demand deposit accounts (including NOW accounts) as a percentage of total deposits. Uninsured deposits, net of fully collateralized municipal relationships, remain stable and represented approximately 52% at June 30, 2026 and 46% at December 31, 2025.

FHLBNY long-term borrowings remained at $10.0 million at June 30, 2026 and December 31, 2025, respectively. The stability and low level in borrowings represents the effect of deposit growth outpacing loan growth during the quarter, allowing for low borrowing levels and higher cash levels at June 30, 2026.

Stockholders’ equity increased $22.2 million, or 7.8%, to $306.6 million at June 30, 2026 from $284.4 million at December 31, 2025. The increase was due to the effect of $24.9 million in net income as well as a liability-to-equity reclassification of equity awards in the amount of $2.3 million offset by dividends of $4.8 million and a $1.4 million increase in unrealized losses on the market value of investment securities in the Company’s equity as accumulated other comprehensive income (loss) (“AOCI”), net of taxes during the first six months of 2026.

At June 30, 2026, the Bank maintained capital ratios in excess of regulatory standards for well capitalized institutions. The Bank’s Tier 1 capital-to-average-assets ratio was 13.15%, both common equity and Tier 1 capital-to-risk-weighted-assets were 17.95%, and total-capital-to-risk-weighted-assets was 19.20%.

Wealth Management

At June 30, 2026, our Wealth Management Division, which includes trust and investment advisory, held $1.7 billion in assets under management or advisory, as compared to $1.9 billion at December 31, 2025, an 11.4% decrease. Trust and investment advisory income for the three months ended June 30, 2026 was $3.2 million, representing a decrease of $178 thousand, or 5.2%, as compared to $3.4 million for the three months ended June 30, 2025.

The breakdown of trust and investment advisory assets as of June 30, 2026 and December 31, 2025, respectively, is as follows:

At June 30, 2026

At December 31, 2025

Amount

Percent

Amount

Percent

(In thousands)

Investment Assets Under Management & Advisory

941,351

56.26%

1,184,317

62.73%

Trust Asset Under Administration & Management

731,866

43.74%

703,544

37.27%

Total

1,673,217

100.00%

1,887,861

100.00%

Loan Quality

At June 30, 2026, the Bank had total non-performing loans of $22.2 million, or 1.16% of total loans. Total non-accrual loans represented $18.8 million of loans as of June 30, 2026, compared to $11.1 million at December 31, 2025. The increase in non-accrual loans was related primarily to a commercial real estate participation loan that experienced payment disruption during the first quarter of 2026 due to bankruptcy at the parent company, offset partially by settlement of a previously reported participation loan for an office complex. The settlement reduced non-performing loans by approximately $6.0 million during the second quarter of 2026. Total accruing loans 90 days or more past due represented $3.3 million of loans as of June 30, 2026, compared to $18 thousand at December 31, 2025. The increase in accruing loans 90 days or more past due was related primarily to a commercial real estate participation loan that experienced an administrative delay in the processing of an extension/modification during the second quarter of 2026 due to divorce proceedings and remains a performing loan and in accrual status at quarter-end.

Liquidity

Management believes the Bank has the necessary liquidity to meet normal business needs. The Bank uses a variety of resources to manage its liquidity position. These include short term investments, cash from lending and investing activities, core-deposit growth, and non-core funding sources, such as time deposits exceeding $250,000, brokered deposits, FHLBNY advances, and other borrowings. As of June 30, 2026, the Bank’s cash and due from banks totaled $334.9 million. The Bank maintains an investment portfolio of securities available for sale, comprised mainly of US Government agency and treasury securities, Small Business Administration loan pools, mortgage-backed securities, and municipal bonds. Although the portfolio generates interest income for the Bank, it also serves as an available source of liquidity and funding. As of June 30, 2026, the Bank’s investment in securities available for sale was $395.9 million, of which $78.6 million was not pledged as collateral or specifically designated to any borrowings. Additionally, as of June 30, 2026, the Bank’s overnight advance line capacity at the FHLBNY was $679.4 million, of which $72.4 million was used to collateralize municipal deposits and $10.0 million was utilized for long term advances. As of June 30, 2026, the Bank’s unused borrowing capacity at the FHLBNY was $597.0 million. The Bank also maintains additional borrowing capacity of $20 million with other correspondent banks. Additional funding is available to the Bank through the discount window at the Federal Reserve. The total amount of loans pledged to the Federal Reserve, between the Discount Window and the Borrower-In-Custody (“BIC”) program, was approximately $214.9 million at June 30, 2026. At June 30, 2026, the Bank was not utilizing any available funding from the Federal Reserve.

The Bank also considers brokered deposits an element of its overall deposit strategy. As of June 30, 2026, the Bank did not have any brokered deposit arrangements with various terms under 30 days.

Non-GAAP Financial Measure Reconciliations

The following table reconciles, as of the dates set forth below, stockholders’ equity (on a GAAP basis) to tangible equity and total assets (on GAAP basis) to tangible assets and calculates our tangible book value per share.

June 30,

December 31,

2026

2025

(Dollars in thousands except per share data)

Tangible Common Equity:

Total stockholders’ equity

306,628

284,364

Adjustments:

Goodwill

(5,359)

Other intangible assets

(393)

(535)

Tangible common equity

300,876

278,470

Common shares outstanding

13,407,904

13,368,447

Book value per common share

22.87

21.27

Tangible book value per common share

22.44

20.83

Tangible Assets

Total assets

2,800,371

2,659,377

Adjustments:

Goodwill

(5,359)

Other intangible assets

(393)

(535)

Tangible assets

2,794,619

2,653,483

Tangible common equity to tangible assets

10.77%

10.49%

The following table presents reconciliation of adjusted quarterly net income.

Three Months Ended June 30,

2026

2025

Pretax income

11,560

13,589

Adjustments:

Valuation loss on loans held-for-sale

4,761

—

Net loss on sale of securities

—

727

Proceeds from bank owned life insurance benefit

—

(2,399)

Gain on sale of assets

—

(1,236)

Adjusted pre-tax income

16,321

10,681

Income taxes (1)

(3,754)

(2,457)

Adjusted net income

12,567

8,224

Notes:

(1) Effective tax rate of 23% for the three months ended June 30, 2026 and 2025.

About Orange County Bancorp, Inc

Orange County Bancorp, Inc. is the parent company of Orange Bank & Trust Company and Orange 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 $2.8 billion in total assets. Orange 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

ORANGE COUNTY BANCORP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CONDITION

(UNAUDITED)

(Dollar Amounts in thousands except per share data)

June 30,

December 31,

2026

2025

ASSETS

Cash and due from banks

334,925

204,232

Investment securities – available-for-sale

(amortized cost $450,934, net of allowance for credit losses of $0 at June 30, 2026 and $472,097, net of allowance for credit losses of $0 at December 31, 2025)

395,906

419,406

Restricted investment in bank stocks

6,024

5,917

Loans held-for-sale, net

63,594

—

Loans

1,910,262

1,950,284

Allowance for credit losses

(26,339)

(28,335)

Loans, net

1,883,923

1,921,949

Premises and equipment, net

15,459

15,482

Accrued interest receivable

10,788

10,383

Bank owned life insurance

32,965

32,578

Goodwill

5,359

Intangible assets

393

535

Other assets

51,035

43,536

TOTAL ASSETS

2,800,371

2,659,377

LIABILITIES AND STOCKHOLDERS’ EQUITY

Deposits:

Noninterest bearing

793,908

725,656

Interest bearing

1,637,283

1,584,717

Total deposits

2,431,191

2,310,373

FHLB advances, long term

10,000

Subordinated notes, net of issuance costs

24,603

24,555

Accrued expenses and other liabilities

27,949

30,085

TOTAL LIABILITIES

2,493,743

2,375,013

STOCKHOLDERS’ EQUITY

Common stock, $0.25 par value; 30,000,000 shares authorized; 13,415,921 and 13,376,464 issued; 13,407,904 and 13,368,447 outstanding, at June 30, 2026 and December 31, 2025, respectively

3,354

3,344

Surplus

168,162

164,592

Retained Earnings

184,557

164,434

Accumulated other comprehensive income (loss), net of taxes

(49,246)

(47,807)

Treasury stock, at cost; 8,017 shares at June 30, 2026 and December 31, 2025, respectively

(199)

TOTAL STOCKHOLDERS’ EQUITY

306,628

284,364

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

2,800,371

2,659,377

ORANGE COUNTY BANCORP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(UNAUDITED)

(Dollar Amounts in thousands except per share data)

Three Months Ended

Six Months Ended

June 30,

2026

2025

2026

2025

INTEREST INCOME

Interest and fees on loans

29,625

28,103

59,415

55,417

Interest on investment securities:

Taxable

2,447

2,731

4,930

5,395

Tax exempt

499

561

1,001

1,137

Interest on Federal funds sold and other

1,979

1,829

3,623

3,182

TOTAL INTEREST INCOME

34,550

33,224

68,969

65,131

INTEREST EXPENSE

Savings and NOW accounts

5,308

5,256

10,588

10,150

Time deposits

256

2,222

966

4,446

FHLB advances

134

375

232

1,306

Subordinated notes

430

231

860

461

TOTAL INTEREST EXPENSE

6,128

8,084

12,646

16,363

NET INTEREST INCOME

28,422

25,140

56,323

48,768

Provision (credit) for credit losses - loans

(1,014)

2,113

(1,450)

2,315

NET INTEREST INCOME AFTER PROVISION (CREDIT) FOR CREDIT LOSSES

29,436

23,027

57,773

46,453

NONINTEREST INCOME (LOSS)

Service charges on deposit accounts

329

334

684

624

Trust income

1,666

1,573

3,393

3,247

Investment advisory income

1,552

1,823

3,094

3,589

Investment securities gains (losses), net

—

(727)

—

(727)

Earnings on bank owned life insurance

195

234

387

493

Proceeds from bank owned life insurance benefit

—

2,399

—

2,399

Gain on sale of assets

—

1,236

—

1,236

Valuation loss on loans held-for-sale

(4,761)

—

(4,761)

—

Other

412

444

773

811

TOTAL NONINTEREST INCOME (LOSS)

(607)

7,316

3,570

11,672

NONINTEREST EXPENSE

Salaries

7,512

6,813

14,921

13,718

Employee benefits

3,005

2,338

6,107

4,788

Occupancy expense

1,251

1,299

2,587

2,576

Professional fees

1,861

1,666

3,326

3,013

Directors’ fees and expenses

535

319

1,157

625

Computer software expense

1,959

2,117

3,838

4,099

FDIC assessment

160

330

490

660

Advertising expenses

496

481

921

870

Advisor expenses related to trust income

Telephone expenses

274

203

538

410

Intangible amortization

143

Other

118

1,094

1,115

2,302

TOTAL NONINTEREST EXPENSE

17,269

16,754

35,193

33,248

Income before income taxes

11,560

13,589

26,150

24,877

Provision (credit) for income taxes

(2,099)

3,128

1,207

5,712

NET INCOME

13,659

10,461

24,943

19,165

Basic and diluted earnings per share

1.02

0.87

1.87

1.64

Weighted average shares outstanding

13,381,376

11,994,815

13,366,712

11,665,181

ORANGE COUNTY BANCORP, INC.

NET INTEREST MARGIN ANALYSIS

(UNAUDITED)

(Dollar Amounts in thousands)

For the Three Months Ended June 30,

2026

2025

Average

Outstanding

Yield/

Outstanding

Yield/

Balance

Interest

Cost

Balance

Interest

Cost

(Dollars in thousands)

Interest-earning assets:

Loans(1)

1,969,467

29,625

6.03

1,879,758

28,103

6.00

Investment securities available for sale

403,523

2,875

2.86

432,657

3,083

2.86

Cash and due from banks and other

191,027

1,979

4.16

167,987

1,829

4.37

Restricted stock

6,179

4.62

5,773

209

14.52

Total interest-earning assets

2,570,196

34,550

5.39

2,486,175

33,224

5.36

Noninterest-earning assets

119,178

104,019

Total assets

2,689,374

2,590,194

Interest-bearing liabilities:

Interest-bearing demand deposits

442,309

454

0.41

397,476

489

0.49

Money market deposits

402,356

1,415

1.41

702,607

3,721

2.12

Savings deposits

694,687

3,439

1.99

301,586

1,046

1.39

Certificates of deposit

44,518

256

2.31

221,363

2,222

4.03

Total interest-bearing deposits

1,583,870

5,564

1.41

1,623,032

7,478

1.85

FHLB Advances and other borrowings

13,606

134

3.95

34,341

375

4.38

Subordinated notes

24,587

430

7.01

19,615

231

4.72

Total interest-bearing liabilities

1,622,063

6,128

1.52

1,676,988

8,084

1.93

Noninterest-bearing demand deposits

740,345

670,150

Other noninterest-bearing liabilities

29,423

27,436

Total liabilities

2,391,831

2,374,574

Total stockholders’ equity

297,543

215,620

Total liabilities and stockholders’ equity

2,689,374

2,590,194

Net interest income

28,422

25,140

Net interest rate spread(2)

3.87

3.43

Net interest margin(3)

4.44

4.06

Average interest-earning assets to interest-bearing liabilities

158.5

148.3

Notes:

(1) Includes loans held-for-sale.

(2) The interest rate spread is the difference between the yield on average interest-earning assets and the cost of average interest-bearing liabilities.

(3) Net interest margin is the annualized net interest income divided by average interest-earning assets.

ORANGE COUNTY BANCORP, INC.

NET INTEREST MARGIN ANALYSIS

(UNAUDITED)

(Dollar Amounts in thousands)

For the Six Months Ended June 30,

2026

2025

Average

Outstanding

Yield/

Outstanding

Yield/

Balance

Interest

Cost

Balance

Interest

Cost

(Dollars in thousands)

Interest-earning assets:

Loans(1)

1,962,496

59,415

6.11

1,855,056

55,417

6.02

Investment securities available for sale

410,313

5,766

2.83

437,191

6,205

2.86

Cash and due from banks and other

190,767

3,623

3.83

157,381

3,182

4.08

Restricted stock

6,049

165

5.50

6,871

327

9.60

Total interest-earning assets

2,569,625

68,969

5.41

2,456,499

65,131

5.35

Noninterest-earning assets

115,208

102,995

Total assets

2,684,833

2,559,494

Interest-bearing liabilities:

Interest-bearing demand deposits

458,710

1,231

0.54

377,378

891

0.48

Money market deposits

448,729

3,424

1.54

694,263

7,356

2.14

Savings deposits

615,591

5,933

1.94

285,393

1,903

1.34

Certificates of deposit

66,226

966

2.94

222,173

4,446

4.04

Total interest-bearing deposits

1,589,256

11,554

1.47

1,579,207

14,596

1.86

FHLB Advances and other borrowings

11,813

232

3.96

59,536

1,306

4.42

Subordinated notes

24,576

860

7.06

19,606

461

4.74

Total interest-bearing liabilities

1,625,645

12,646

1.57

1,658,349

16,363

1.99

Noninterest-bearing demand deposits

734,158

668,864

Other noninterest-bearing liabilities

31,108

28,665

Total liabilities

2,390,911

2,355,878

Total stockholders’ equity

293,922

203,616

Total liabilities and stockholders’ equity

2,684,833

2,559,494

Net interest income

56,323

48,768

Net interest rate spread(2)

3.84

3.36

Net interest margin(3)

4.42

4.00

Average interest-earning assets to interest-bearing liabilities

158.1

148.1

Notes:

(1) Includes loans held-for-sale.

(2) The interest rate spread is the difference between the yield on average interest-earning assets and the cost of average interest-bearing liabilities.

(3) Net interest margin is the annualized net interest income divided by average interest-earning assets.

ORANGE COUNTY BANCORP, INC.

SELECTED RATIOS AND OTHER DATA

(UNAUDITED)

Three Months Ended

Six Months Ended

June 30,

2026

2025

2026

2025

Performance Ratios:

Return on average assets (1)

2.03%

1.62%

1.86%

1.50%

Return on average equity (1)

18.36%

19.41%

16.97%

18.82%

Interest rate spread (2)

3.87%

3.43%

3.84%

3.36%

Net interest margin (3)

4.44%

4.06%

4.42%

4.00%

Dividend payout ratio (4)

17.63%

14.91%

19.29%

15.83%

Non-interest income to average total assets

(0.09)%

1.13%

0.27%

0.91%

Non-interest expenses to average total assets

2.57%

2.59%

2.62%

2.60%

Average interest-earning assets to average interest-bearing liabilities

158.45%

148.25%

158.07%

148.13%

At June 30,

2026

2025

Asset Quality Ratios:

Non-performing assets to total assets

0.79%

0.45%

Non-performing loans to total loans

1.16%

0.61%

Allowance for credit losses to non-performing loans

118.86%

242.51%

Allowance for credit losses to total loans

1.38%

1.48%

Capital Ratios (5):

Total capital (to risk-weighted assets)

19.20%

17.61%

Tier 1 capital (to risk-weighted assets)

17.95%

16.36%

Common equity tier 1 capital (to risk-weighted assets)

17.95%

16.36%

Tier 1 capital (to average assets)

13.15%

12.40%

Notes:

(1) Annualized for the three and six months ended June 30, 2026 and 2025, respectively.

(2) Represents the difference between the weighted-average yield on interest-earning assets and the weighted-average cost of interest-bearing liabilities for the periods.

(3) The net interest margin represents net interest income as a percent of average interest-earning assets for the periods.

(4) The dividend payout ratio represents dividends paid per share divided by net income per share.

(5) Ratios are for Bank only.

ORANGE COUNTY BANCORP, INC.

SELECTED OPERATING DATA

(UNAUDITED)

(Dollar amounts in thousands except per share data)

Three Months Ended June 30,

Six Months Ended June 30,

2026

2025

2026

2025

Interest income

34,550

33,224

68,969

65,131

Interest expense

6,128

8,084

12,646

16,363

Net interest income

28,422

25,140

56,323

48,768

Provision (credit) for credit losses

(1,014)

2,113

(1,450)

2,315

Net interest income after provision (credit) for credit losses

29,436

23,027

57,773

46,453

Noninterest income

(607)

7,316

3,570

11,672

Noninterest expenses

17,269

16,754

35,193

33,248

Income before income taxes

11,560

13,589

26,150

24,877

Provision (credit) for income taxes

(2,099)

3,128

1,207

5,712

Net income

13,659

10,461

24,943

19,165

Basic and diluted earnings per share

1.02

0.87

1.87

1.64

Weighted average common shares outstanding

13,381,376

11,994,815

13,366,712

11,665,181

At June 30,

At December 31,

2026

2025

Book value per share

22.87

21.27

Net tangible book value per share (1)

22.44

20.83

Outstanding common shares

13,407,904

13,368,447

Notes:

(1) Net tangible book value represents the amount of total tangible assets reduced by our total liabilities. Tangible assets are calculated by reducing total assets, as defined by GAAP, by $5.4 million in goodwill for June 30, 2026 and December 31, 2025, respectively, and $393 thousand, and $535 thousand in other intangible assets for June 30, 2026 and December 31, 2025, respectively.

ORANGE COUNTY BANCORP, INC.

SELECTED OPERATING DATA

(UNAUDITED)

(Dollar amounts in thousands)

The following table presents loan composition for the periods indicated.

At June 30, 2026

At December 31, 2025

Amount

Percent

Amount

Percent

Commercial and industrial

239,463

12.53%

249,633

12.80%

Commercial real estate

1,506,536

78.86%

1,480,062

75.89%

Commercial real estate construction

99,594

5.22%

99,262

5.09%

Residential real estate

21,432

1.12%

65,290

3.35%

Home equity

7,009

0.37%

22,618

1.16%

Consumer

36,228

1.90%

33,419

1.71%

Total loans

1,910,262

100.00%

1,950,284

100.00%

Allowance for loan losses

26,339

28,335

Total loans, net(1)

1,883,923

1,921,949

Notes:

(1) During the six months ended June 30, 2026, the Company transferred loan balance of $63.6 million from loans to loans held-for-sale, net of valuation allowance of $4.8 million. At June 30, 2026, the composition of the loans held-for-sale portfolio consisted of $44.0 million residential real estate loans and $19.6 million of home equity loans.

The following table presents deposits by account type for the periods indicated.

At June 30, 2026

At December 31, 2025

Average

Amount

Percent

Rate

Amount

Percent

Rate

Noninterest-bearing demand accounts

793,908

32.66%

0.00%

725,656

31.41%

0.00%

Interest bearing demand accounts

490,746

20.19%

0.38%

419,604

18.16%

0.72%

Money market accounts

255,135

10.49%

1.34%

646,688

27.99%

1.86%

Savings accounts

855,385

35.18%

1.93%

359,415

15.56%

1.45%

Certificates of deposit

36,017

1.48%

1.88%

159,010

6.88%

3.46%

Total

2,431,191

100.00%

0.92%

2,310,373

100.00%

1.12%

ORANGE COUNTY BANCORP, INC.

NON-PERFORMING ASSETS

(UNAUDITED)

(Dollar amounts in thousands)

June 30,

December 31,

2026

2025

Non-accrual loans:

Commercial and industrial

2,388

1,577

Commercial real estate

15,618

8,690

Commercial real estate construction

Residential real estate

Home equity

833

844

Consumer

Total non-accrual loans

18,839

11,112

Accruing loans 90 days or more past due:

Commercial and industrial

150

Commercial real estate

3,171

Commercial real estate construction

Residential real estate

Home equity

Consumer

Total loans 90 days or more past due

3,321

Total non-performing loans

22,160

11,130

Other real estate owned

Other non-performing assets

Total non-performing assets

22,160

11,130

Ratios:

Total non-performing loans to total loans

1.16%

0.57%

Total non-performing loans to total assets

0.79%

0.42%

Total non-performing assets to total assets

0.79%

0.42%

Net-charge-offs to total loans, YTD

0.03%

0.29%

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Document And Entity Information

Jul. 28, 2026

Document Information Line Items

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Jul. 28, 2026

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Entity Incorporation, State or Country Code

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Entity Tax Identification Number

26-1135778

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Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

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-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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Trading symbol of an instrument as listed on an exchange.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

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