UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~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 1029, 2025

Orange County Bancorp, Inc.

(Exact Name of Registrant as Specified in ~~Its~~ Charter)

Delaware	~~001-40711~~	26001-~~1135778~~40711	26-1135778
(State or other jurisdiction of	(Commission File Number)	(I.R.S. Employer
(State or Other Jurisdiction)		(Commission File No.)	(I.R.S. Employer
Incorporation or organization)		Identification No.)
of Incorporation)			Identification No.)
212 Dolson Avenue, Middletown, New York 10940
212 Dolson Avenue, Middletown, New York			10940
(Address of principal executive offices) (Zip Code)
(Address of Principal Executive Offices)			(Zip Code)

Registrant's telephone number, including area 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 (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))

☐	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~~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 of this chapter) or ~~Rule~~ Rule 12b-2 of the Securities Exchange Act of 1934 (~~17 CFR~~ §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 52.~~04 Temporary~~02 Results ~~Suspension~~ of ~~Trading~~Operations ~~Under~~and Financial ~~Registrant’s Employee Benefit Plans.~~Condition

On October 1029, 2025, ~~a notice (the “Notice”) of an impending “blackout period” for trading in the common stock of~~ Orange County Bancorp, Inc. (the “Company”), ~~beginning~~issued ona ~~November~~press ~~10,~~release ~~2025,~~reporting ~~was~~its ~~issued~~financial toresults ~~executive~~at ~~officers~~ and ~~directors~~for of the three ~~Company~~and ~~pursuant~~nine tomonths ~~Rule~~ended ~~104~~September ~~of Regulation BTR~~30, ~~promulgated under Section 306(a)(6) of the Sarbanes-Oxley Act of 2002~~2025.

~~The~~A ~~blackout~~copy ~~period,~~of ~~which is necessary to transfer~~ the ~~assets,~~press ~~recordkeeping~~release ~~and~~is ~~other~~attached ~~services related~~as toExhibit ~~the Orange County Bancorp, Inc~~99.1 ~~401(k)~~to ~~Plan~~this ~~(the~~report ~~“Plan”)~~and ~~from~~is ~~the~~being ~~current~~furnished ~~administrator~~to of the ~~Plan,~~Securities ~~Empower Retirement, LLC, to Principal will begin at 4:00 p.m., Eastern time, on November 10, 2025,~~ and isExchange ~~expected~~Commission ~~to be completed by the~~and ~~week~~shall ofnot ~~November 30, 2025, provided, however, that the blackout period may~~ be ~~extended~~deemed ~~due~~filed tofor ~~events~~any ~~that are beyond the control of the Company~~purpose.

~~Under~~Item ~~the~~9.01 Financial Statements ~~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.Exhibits

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)	Financial statements of businesses acquired. None.

(b)	Pro forma financial information. None.

(c)	Shell company transactions: None.

(d)	Exhibits.
	99.1	Press release dated October 29, 2025
	104	Cover Page for this Current Report on Form 8-K, formatted in Inline XBRL

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

~~Item~~Pursuant ~~9.01 Financial~~to ~~Statements~~the ~~and~~requirements ~~Exhibits~~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.

(d)	Exhibits
		ORANGE COUNTY BANCORP, INC.
	Number	Description
DATE: October 29, 2025	By:	/s/ Michael Lesler
	99.1	Notice to Directors and Executive Officers of Orange County Bancorp, Inc. Concerning Limitations on Trading Securities of Orange County Bancorp, Inc.
		Michael Lesler
	104	Cover Page Interactive Data File (embedded within the Inline XBRL document)
		Executive Vice President and Chief Financial Officer

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: October 10, 2025	By:	/s/ Michael Lesler
		Michael Lesler
		Executive Vice President and Chief Financial Officer

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