OBT on Nasdaq

Orange County Bancorp, Inc. /DE/

American state commercial bank that raised $25 million in 2025 (SEC Form D)1

In its 2026 annual report the company says: “Orange County Bancorp, Inc. is a bank holding company incorporated under Delaware law in 2007 and headquartered in Middletown, New York.”4 Its shares trade on Nasdaq under the symbol OBT.1

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Last updated Oct 20, 2026.

Overview

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  • TickerOBT on Nasdaq1
  • IndustryState Commercial Banks1
  • HeadquartersMiddletown, New York1
  • Incorporated inDE2
  • Business address212 Dolson Avenue, Middletown, Ny 109402
  • Filer category, Emerging growth company2
  • Legal formCorporation

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Orange County Bancorp, Inc. (the “Company”) is a bank holding company incorporated under Delaware law in 2007 and headquartered in Middletown, New York. Through its wholly owned subsidiaries, Orange Bank & Trust Company, a New York state-chartered trust company (the “Bank”) and Orange Investment Advisors, Inc., a registered investment advisor (“OIA”), the Company offers full- service commercial and consumer banking products and services and trust and wealth management services to small businesses, middle-market enterprises, local municipal governments and individuals in the Lower Hudson Valley region, the New York metropolitan area and nearby markets in Connecticut and New Jersey. The Company’s main office is located at 212 Dolson Avenue, Middletown, New York 10940.4 From its latest annual report

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Financial statements

Net income56789$41.6M in 2025+256% since 2020
0$20.0M$40.0M$60.0M2020: $11.7M$11.7M20202021: $21.3M$21.3M2021+82%2022: $24.4M$24.4M2022+14%2023: $29.5M$29.5M2023+21%2024: $27.9M$27.9M2024−5%2025: $41.6M$41.6M2025+49%

Every line of the income statement as filed: the last 2 fiscal years, latest first.9

Period ending2025-12-312024-12-31
Interest and fees on loans$115.8M$106.0M
Taxable$10.6M$11.7M
Tax exempt$2.1M$2.3M
Interest on Federal funds sold and other$6.4M$7.2M
TOTAL INTEREST INCOME$135.0M$127.2M
Savings and NOW accounts$21.0M$20.5M
Time deposits$6.3M$7.4M
FHLB advances$2.2M$6.7M
Subordinated notes$1.5M$921.0K
TOTAL INTEREST EXPENSE$30.9M$35.5M
NET INTEREST INCOME$104.1M$91.8M
Provision (recovery) for credit losses - investments-$1.9M
Provision for credit losses - loans$7.7M$9.6M
NET INTEREST INCOME AFTER PROVISION FOR CREDIT LOSSES$96.3M$84.1M
Service charges on deposit accounts$1.4M$1.0M
Trust income$6.6M$5.5M
Investment advisory income$7.6M$6.7M
Investment securities gains(losses), net-$568.0K
Earnings on bank owned life insurance$878.0K$815.0K
Proceeds from bank owned life insurance benefit$3.6M
Gain on sale of assets$1.2M
Other$2.5M$1.9M
TOTAL NONINTEREST INCOME$23.1M$16.0M
Salaries$28.4M$27.5M
Employee benefits$9.6M$8.9M
Occupancy expense$5.1M$4.8M
Professional fees$6.2M$5.9M
Directors' fees and expenses$1.2M$1.1M
Computer software expense$7.8M$6.0M
FDIC assessment$1.3M$1.3M
Advertising expenses$2.0M$1.6M
Advisor expenses related to trust income$90.0K$113.0K
Telephone expenses$868.0K$746.0K
Intangible amortization$286.0K$286.0K
Other$5.0M$7.0M
TOTAL NONINTEREST EXPENSE$67.9M$65.2M
Income before income taxes$51.6M$34.8M
Provision for income taxes$9.9M$6.9M
NET INCOME$41.6M$27.9M
Basic earnings per share (in dollars per share)$3.33$2.47
Diluted earnings per share (in dollars per share)$3.33$2.47
Weighted average shares outstanding, Basic (in shares)12.5M shares11.3M shares
Weighted average shares outstanding, Diluted (in shares)12.5M shares11.3M shares

Compare Orange County Bancorp, Inc. /DE/ with another company

Corporate structure

Orange County Bancorp, Inc. /DE/ sits at the top of its group. 3 entities, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of Orange County Bancorp, Inc. /DE/

  • Wellington Management Company Filed SCHEDULE 13G/A on Orange County Bancorp, Inc. /DE/, latest Nov 12, 2025 (5 filings since Feb 4, 2022)
  • BlackRock Filed SCHEDULE 13G on Orange County Bancorp, Inc. /DE/, latest Oct 17, 2025
  • BlackRock Portfolio Management LLC Filed SCHEDULE 13G on Orange County Bancorp, Inc. /DE/, latest Oct 17, 2025
  • Bay Pond Partners, L.P. Filed SCHEDULE 13G/A on Orange County Bancorp, Inc. /DE/, latest Aug 12, 2025 (2 filings since Jun 5, 2025)
  • BANC FUNDS CO LLC Filed SC 13G/A on Orange County Bancorp, Inc. /DE/, latest Feb 9, 2024 (3 filings since Feb 11, 2022)
  • Robert W. Morrison Filed SC 13G on Orange County Bancorp, Inc. /DE/, latest Feb 14, 2022
  • Orange County Bancorp, Inc. /DE/ Middletown, New York
    • Orange Bank & Trust Company Subsidiary · New York, United States
    • Orange Investment Advisors, Inc. Subsidiary · New York, United States

Built from subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What Orange County Bancorp, Inc. /DE/ reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Property and equipment, before depreciation$34.0M9 Dec 31, 2025$33.8M9 Dec 31, 2024+0.7%
Accumulated depreciation$18.5M9 Dec 31, 2025$18.0M9 Dec 31, 2024+3.1%
Property and equipment, net$15.5M9 Dec 31, 2025$15.8M9 Dec 31, 2024−2.1%
Operating-lease assets (leased space)$4.3M9 Dec 31, 2025$3.7M9 Dec 31, 2024+17.6%

Investments

ItemLatestA year beforeChange
Loans, net of allowance$1.9B9 Dec 31, 2025$1.8B9 Dec 31, 2024+7.4%
Deposits held (banks)$2.3B9 Dec 31, 2025$2.2B9 Dec 31, 2024+7.3%

Intangibles and goodwill

ItemLatestA year beforeChange
Goodwill$5.4M9 Dec 31, 2025$5.4M9 Dec 31, 20240%
Intangible assets, net (excluding goodwill)$535.0K9 Dec 31, 2025$821.0K9 Dec 31, 2024−34.8%
Finite-lived intangibles, gross$4.3M9 Dec 31, 2025$4.3M9 Dec 31, 20240%
Accumulated amortization$3.7M9 Dec 31, 2025$3.5M9 Dec 31, 2024+8.3%

Properties, in its own words

We operate from our main office and 15 branch offices. We own our main office and three branch offices in Middletown, NY as well as locations in Chester, in Newburgh and in Montgomery, New York. We lease twelve branch offices located in Middletown, Goshen, Cortlandt Manor, White Plains, Mamaroneck, New City, Mt. Pleasant, Mount Vernon, Bronx (2), Nanuet, and Yonkers, New York. The branches are leased under agreements that may be renewed for various periods. In addition, OIA operates from leased offices located in Goshen, New York. At December 31, 2025, the total net book value of our leasehold improvements, furniture, fixtures and equipment was approximately $15.5 million.

Item 2 of the 10-K filed Mar 16, 2026.4

Leadership

Who has led Orange County Bancorp, Inc. /DE/, and when. Pick a name to see everywhere that person has worked.

Chief executive

  1. Michael J. Gilfeather2021–now

President

  1. Michael J. Gilfeather2021–now

Chief financial officer

  1. Robert L. Peacock2021–2023
  2. Michael Lesler2023–now
2025
Board members and other officers (21)

Named in SEC Form D filings

People the company listed in its private-offering notices.

  • Executive OfficerElizabeth A. Jones named Sep 30, 202535
  • DirectorJonathan B. Schiller named Sep 30, 202535
  • DirectorRichard B. Rowley named Sep 30, 202535
  • DirectorWilliam D. Morrison named Sep 30, 202535

Subsidiaries and ownership

Subsidiaries (Exhibit 21)

  • Orange Bank & Trust Company New York3
  • Orange Investment Advisors, Inc. New York3

The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.

Timeline

  1. Sep 23, 20268-K Regulation FD disclosure36
  2. Aug 21, 20268-K Other events37
  3. Jul 28, 20268-K Results of operations38
  4. May 27, 20268-K Shareholder vote39
  5. May 22, 20268-K Other events40
  6. Apr 28, 20268-K Results of operations41
  7. Mar 25, 20268-K Executive or director change42
  8. Feb 20, 20268-K Other events43
  9. Feb 4, 20268-K Results of operations44
  10. Nov 24, 20258-K Other events45
  11. Nov 10, 20258-K Regulation FD disclosure46
  12. Oct 30, 20258-K Results of operations47
  13. Aug 4, 2021New chief executive Michael J. Gilfeather becomes CEO12

Calendar

Coming up

  1. Nov 4, 2026Reports results for the quarter ending Sep/2026 A year earlier it reported $0.75 a share, on Oct 29, 2025.48

When it reported results

  1. Jul 28, 2026Reported quarterly or annual results38
  2. Apr 28, 2026Reported quarterly or annual results41
  3. Feb 4, 2026Reported quarterly or annual results44
  4. Oct 30, 2025Reported quarterly or annual results47
  5. Jul 30, 2025Reported quarterly or annual results49
  6. Apr 30, 2025Reported quarterly or annual results50
  7. Feb 5, 2025Reported quarterly or annual results51
  8. Oct 30, 2024Reported quarterly or annual results52

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

738 filings to the SEC since October 2021: 5 annual reports, 15 quarterly reports, 84 major events, 590 insider forms, 14 large holders, 1 private raises, 29 other. The latest 20:

  1. Oct 2, 20264 EDGAR
  2. Oct 2, 20264 EDGAR
  3. Oct 2, 20264 EDGAR
  4. Oct 2, 20264 EDGAR
  5. Oct 2, 20264 EDGAR
  6. Oct 2, 20264 EDGAR
  7. Oct 2, 20264 EDGAR
  8. Sep 23, 20268-K EDGAR
  9. Sep 21, 20264/A EDGAR
  10. Sep 16, 20264 EDGAR
  11. Sep 16, 20264 EDGAR
  12. Sep 16, 20264 EDGAR
  13. Sep 16, 20264 EDGAR
  14. Sep 16, 20264 EDGAR
  15. Sep 16, 20264 EDGAR
  16. Sep 16, 20264 EDGAR
  17. Sep 16, 20264 EDGAR
  18. Sep 16, 20264 EDGAR
  19. Sep 16, 20264 EDGAR
  20. Sep 16, 20264 EDGAR

The 738 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

49 open-market trades by officers, directors and large owners since October 2021: 18 buys and 31 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Aug 4, 2026Rooney StephenSVP, Chief Credit OfficerSale1,500$38.71$58.1KForm 4
Aug 3, 2026Sousa GregoryEVP and Deputy CLOSale1,882$38.75$72.9KForm 4
Jul 30, 2026Sousa GregoryEVP and Deputy CLOSale1,165$38.75$45.1KForm 4
Mar 19, 2026Gilfeather Michael JPresident and CEOBuy200$31.25$6.2KForm 4
Dec 11, 2025Dineen David PSVP, Dir. Wealth ServicesSale1,000$28.81$28.8KForm 4
Oct 31, 2025Gilfeather Michael JPresident and CEOBuy1,650$24.02$39.6KForm 4
Jun 4, 2025Schiller JonDirectorBuy6,451$23.25$150.0KForm 4
May 16, 2025Ruhl Joseph AReg Pres, Westchester CountySale1,752$26.67$46.7KForm 4
May 5, 2025Coulter Michael JEVP and CLOSale2,497$26.17$65.3KForm 4
May 2, 2025Sousa GregoryEVP and Deputy CLOSale2,440$24.61$60.1KForm 4
Dec 2, 2024Rooney StephenSVP, Chief Credit OfficerSale700$58.31$40.8KForm 4
Nov 21, 2024Ruhl Joseph AReg Pres, Westchester CountySale910$57.75$52.6KForm 4
Nov 6, 2024Listner MichaelSVP and Chief Risk OfficerSale589$59.40$35.0KForm 4
Nov 5, 2024Sousa GregoryEVP and Deputy CLOSale426$55.00$23.4KForm 4
Nov 4, 2024Coulter Michael JEVP and CLOSale426$52.83$22.5KForm 4
Nov 1, 2024Gilfeather Michael JPresident and CEOBuy525$55.67$29.2KForm 4
May 15, 2024Sousa GregoryEVP and Deputy CLOSale639$49.16$31.4KForm 4
May 14, 2024Sousa GregoryEVP and Deputy CLOSale12$49.50$594Form 4
May 13, 2024Sousa GregoryEVP and Deputy CLOSale221$49.80$11.0KForm 4
May 6, 2024Coulter Michael JEVP and CLOSale1,000$51.84$51.8KForm 4

All 49 trades can be filtered by person here when JavaScript is on.

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2025Michael J. GilfeatherPresident, Chief Executive Officer and Director of the Company and the Bank$700.0K$2.1M59
2025Joseph A. RuhlExecutive Vice President and Regional President of the Bank$355.4K$803.5K59
2025Michael Lesler Executive Vice President, Chief Financial Officer of the Company and the Bank$350.2K$782.6K59
2024Michael J. GilfeatherPresident, Chief Executive Officer and Director of the Company and the Bank$670.0K$1.9M59
2024Joseph A. RuhlExecutive Vice President and Regional President of the Bank$345.0K$753.3K59

Money raised

Private offerings the company reported to the SEC on Form D.

  1. Sep 25, 2025Raised $25 million in a private offering of debt Form D: 21 investors so far Form D

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026, the top 25 of 100. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
BlackRock, Inc.1,960,135$72.1M0.0%+67,815
Orange Investment Advisors, Inc.1,060,922$39.0M4.7%−568
Vanguard Capital Management LLC471,006$17.3M0.0%+9,304
American Century Companies Inc311,740$11.5M0.0%+76,460
Manufacturers Life Insurance Company, The307,530$11.3M0.0%−1,780
Geode Capital Management, LLC290,181$10.7M0.0%+29,708
State Street Corp216,289$8.0M0.0%+29,141
Banc Funds Co LLC186,035$6.8M1.1%−11,501
Dimensional Fund Advisors LP153,814$5.7M0.0%+26,878
Alliancebernstein L.P.163,889$5.2M0.0%−55,310
Morgan Stanley110,940$4.1M0.0%+9,752
Aqr Capital Management LLC108,045$4.0M0.0%+78,851
Two Sigma Investments, LP101,648$3.7M0.0%+23,343
Northern Trust Corp98,930$3.6M0.0%+10,220
Wellington Management Group Llp98,314$3.6M0.0%−399,108
Vanguard Portfolio Management LLC85,765$3.2M0.0%+17,965
Brown Brothers Harriman & Co84,374$3.1M0.0%No change
Marshall Wace, Llp76,592$2.8M0.0%−11,274
Goldman Sachs Group Inc75,601$2.8M0.0%+3,573
Vanguard Fiduciary Trust Co72,328$2.7M0.0%+253
EJF Capital LP70,543$2.6M1.7%−10,299
Bank Of America Corp /de/57,789$2.1M0.0%+10,131
Bank of New York Mellon Corp55,095$2.0M0.0%+4,651
Renaissance Technologies LLC49,100$1.8M0.0%+26,200
Ameriprise Financial Inc44,789$1.6M0.0%+1,692

13F reports cover disclosed long positions in U.S. stocks only.

SEC filer profile

How Orange County Bancorp, Inc. /DE/ is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGAROrange County Bancorp, Inc. /DE/1
  • CIK0001754226
  • Employer ID (EIN)26-11357784
  • Filer statusAccelerated filer an emerging growth company; not a smaller reporting company; not a shell company4
  • Incorporated inDelaware4
  • Fiscal year endsDecember 311
  • Industry code (SIC)6022 State Commercial Banks1
  • SEC reviewing officeOffice of Finance, Division of Corporation Finance1
  • Business address212 Dolson Avenue, Middletown, NY 109401
  • Phone(845) 341-50001
  • Shares outstanding13,407,963 as of Aug 5, 202611
  • Public float$314.3M as of Jun 30, 20254
  • AuditorCrowe LLP, Livingston, New Jersey PCAOB ID 173; no auditor attestation of internal control over financial reporting4
  • On EDGAR sinceSep 25, 20181
  • Filings818 in all: 4 (580), 8-K (88), 3 (25), 4/A (24), 10-Q (16), 3/A (7), 5 (7), CORRESP (7)1
    All 32 form types

    10-K (5), 11-K (5), DEF 14A (5), ARS (4), EFFECT (4), SC 13G (4), SC 13G/A (4), SCHEDULE 13G (4), UPLOAD (4), D (3), S-8 (3), SCHEDULE 13G/A (3), 424B5 (2), FWP (2), S-1/A (2), S-3 (2), 424B4 (1), 8-A12B (1), 8-K/A (1), CERT (1), DRS (1), POS AM (1), S-1 (1), S-1MEF (1)

  • Latest filingsAnnual report (10-K) Mar 16, 2026
    Quarterly report (10-Q) Aug 10, 2026
    Proxy statement (DEF 14A) Apr 15, 2026
    Latest 8-K (8-K) Sep 23, 2026

Securities registered for trading

ClassSymbolExchange
Common Stock, Par Value $0.25 per ShareOBTThe Nasdaq Stock Market, LLC

From the cover page of the 10-K filed Mar 16, 2026 (Section 12(b) of the Exchange Act).4

Risk factors and legal proceedings

The risks Orange County Bancorp, Inc. /DE/ names in Item 1A of its 10-K filed Mar 16, 2026: 69 risks under these headings, as written.4

  • Risks Related to Economic Conditions
  • A substantial portion of our business is in the New York City Metropolitan area and in Orange, Westchester, Bronx, and Rockland Counties in New York and, therefore, our business is particularly vulnerable to an economic downturn in our primary market area.
  • We have a significant number of loans secured by real estate, and a downturn in the local real estate market could negatively impact our profitability.
  • Inflation can have an adverse impact on our business and on our customers.
  • the rising costs of goods and services used in their households and businesses could have a negative impact on their ability to repay their loans with us.
  • Risks Related to Lending Activities
  • Our emphasis on commercial real estate loans involves risks that could adversely affect our financial condition and results of operations.
  • Imposition of limits by bank regulators on commercial real estate lending activities could curtail our growth and adversely affect our earnings.
  • A large portion of our loan portfolio is comprised of commercial and industrial loans secured by receivables, inventory, equipment or other commercial collateral, the deterioration in value of which could increase the potential for future losses.
  • At December 31, 2025, $249.6 million, or 12.8% of our total loan portfolio, consisted of commercial and industrial loans. Our commercial and industrial loans are collateralized by general business assets, including accounts receivable, inventory and equipment and generally backed by a personal guaranty of the borrower or principal. These commercial and industrial loans are typically larger in amount than loans to individuals and, therefore, have the potential for larger losses on a per loan basis.
  • Further, the repayment of commercial and industrial loans is dependent upon the degree of success of the borrower’s underlying business. The collateral securing such loans may decline in value more rapidly than we anticipate, or may be
  • difficult to market, sell or appraise, exposing us to increased credit risk. Significant adverse changes in the economy or local market conditions in which our commercial lending customers operate could cause rapid declines in loan collectability and the values associated with general business assets, resulting in inadequate collateral coverage that may expose us to credit losses and could adversely affect our business, financial condition and results of operations.
The other 59 risks
  • If our allowance for credit losses is not sufficient to cover actual loan losses, our earnings could decrease.
  • In addition, bank regulators periodically review our allowance for credit losses and, as a result of such reviews, we may be required to increase our provision for credit losses or recognize further loan charge-offs. Any increase in our allowance for credit losses or loan charge-offs as a result of such review or otherwise may have a material adverse effect on our financial condition and results of operations.
  • If our non-performing assets increase, our earnings will be adversely affected.
  • •we record interest income only on the cash basis or cost-recovery method for non-accrual loans and we do not record interest income for other real estate owned;
  • •we must provide for probable loan losses through a current period charge to the provision for credit losses;
  • •non-interest expense increases when we write down the value of properties in our other real estate owned portfolio to reflect changing market values;
  • •there are legal fees associated with the resolution of problem assets, as well as carrying costs, such as taxes, insurance, and maintenance fees; and
  • •the resolution of non-performing assets requires the active involvement of management, which can distract them from more profitable activity.
  • If additional borrowers become delinquent and do not pay their loans and we are unable to successfully manage our non-performing assets, our losses and troubled assets could increase significantly, which could have a material adverse effect on our financial condition and results of operations.
  • A portion of our loan portfolio consists of loan participations. Loan participations may have a higher risk of loss than loans we originate because we are not the lead lender and we have limited control over credit monitoring.
  • We participate in commercial real estate loans and commercial and industrial loans with other financial institutions from time to time in which we are not the lead lender. Our commercial real estate loan participations are limited to our geographic lending market which includes, the Hudson Valley, the New York City Metropolitan area, New Jersey and Connecticut. We also occasionally participate in commercial and industrial loans with other financial institutions in which we are not the lead lender. These loans are also limited to our geographic lending market and are generally
  • secured by blanket UCC liens. At December 31, 2025, commercial real estate loan participations, including construction, for which we were not the lead lender totaled $74.1 million, or 4.8% of our commercial real estate loan portfolio, including commercial and industrial loan participations for which we were not the lead lender totaled $11.7 million, or 4.7% of our commercial and industrial loan portfolio.
  • A portion of our loan portfolio consists of loan purchases we do not service which may have a higher risk of loss than loans we originate because these loans are secured by assets outside our primary market area.
  • Risks Related to Wealth Management
  • Involvement in wealth management creates risks associated with the industry.
  • We may not be able to attract and retain wealth management clients.
  • The wealth management industry is subject to extensive regulation, supervision and examination by regulators, and any enforcement action or adverse changes in the laws or regulations governing our business could decrease our revenues and profitability.
  • Risks Related to Deposits
  • We accept deposits that do not have a fixed term and which may be withdrawn by the customer at any time for any reason.
  • At December 31, 2025, we had $2.2 billion of deposit liabilities that have no maturity and, therefore, may be withdrawn by the depositor at any time. These deposit liabilities include our checking, savings, and money market deposit accounts.
  • Municipal deposits are an important source of funds for us and a reduced level of those deposits may hurt our profits.
  • Risks Related to Our Growth Strategy
  • We may not be able to grow, and if we do we may have difficulty managing that growth.
  • that we will be successful in expanding our operations organically or through strategic acquisitions while managing the costs and implementation risks associated with this growth strategy.
  • Future acquisitions could disrupt our business and adversely affect our results of operations, financial condition and cash flows.
  • •an acquisition may negatively affect our results of operations, financial condition or cash flows because it may require us to incur charges or assume substantial debt or other liabilities, may cause adverse tax consequences or unfavorable accounting treatment, may expose us to claims and disputes by third parties, or may not generate sufficient financial return to offset additional costs and expenses related to the acquisition;
  • •we may encounter difficulties or unforeseen expenditures in integrating the operations of any company that we acquire, particularly if key personnel of the acquired company decide not to work for us;
  • •an acquisition may disrupt our ongoing business, divert resources, increase our expenses and distract our management;
  • •an acquisition may involve the entry into geographic or business markets in which we have little or no prior experience or where competitors have stronger market positions;
  • •if we incur debt to fund such acquisition, such debt may subject us to material restrictions on our ability to conduct our business as well as financial maintenance covenants; and
  • •to the extent that we issue a significant amount of equity securities in connection with future acquisitions, existing shareholders may be diluted and earnings per share may decrease.
  • The occurrence of any of these risks could have a material adverse effect on our business, results of operations, financial condition and cash flows.
  • Risks Related to Market Interest Rates
  • We are subject to interest rate risk, and fluctuations in market interest rates may affect our interest margins and income, demand for our products, defaults on loans, loan prepayments and the fair value of our financial instruments.
  • Any substantial, unexpected or prolonged change in market interest rates could have a material adverse effect on our financial condition and results of operations. Also, our interest rate risk modeling techniques and assumptions likely may not fully predict or capture the impact of actual interest rate changes on our balance sheet.
  • Changes in the valuation of our securities portfolio may reduce our profits and our capital levels.
  • Risks Related to Operations and Security
  • We face significant operational risks because the nature of the financial services business involves a high volume of transactions.
  • Cyber-attacks or other security breaches could adversely affect our operations, net income or reputation.
  • We regularly collect, process, transmit and store significant amounts of confidential information regarding our customers, employees and others and concerning our own business, operations, plans and strategies. In some cases, this confidential or proprietary information is collected, compiled, processed, transmitted or stored by third parties on our behalf.
  • If this confidential or proprietary information were to be mishandled, misused or lost, we could be exposed to significant regulatory consequences, reputational damage, civil litigation and financial loss.
  • We rely on third party vendors, which could expose us to additional cybersecurity risks.
  • The development and use of artificial intelligence (“AI”) presents risks and challenges that may adversely impact our business.
  • We rely heavily on our executive management team and other key employees for our successful operation, and we could be adversely affected by the unexpected loss of their services.
  • qualified persons on terms acceptable to us, or at all, which could have a material adverse effect on our business, financial condition, results of operations and future prospects.
  • Our ability to maintain our reputation is critical to the success of our business, and the failure to do so may materially adversely affect our performance.
  • Our risk management framework may not be effective in mitigating risk and reducing the potential for significant losses.
  • Risks Related to Competitive Matters
  • We may be unable to successfully compete with others for business.
  • Risk Related to Laws and Regulations
  • We operate in a highly regulated environment and may be adversely affected by changes in federal, state and local laws and regulations.
  • We are subject to stringent capital requirements, which may adversely impact our return on equity, require us to raise additional capital, or restrict us from paying dividends or repurchasing shares.
  • Non-compliance with the USA PATRIOT Act, Bank Secrecy Act, or other laws and regulations could result in fines or sanctions.
  • We are subject to the Community Reinvestment Act (“CRA”) and fair lending laws, and failure to comply with these laws could lead to material penalties.
  • activity. Private parties may also have the ability to challenge an institution’s performance under fair lending laws in private class action litigation.
  • The Federal Reserve Board may require us to commit capital resources to support Orange Bank & Trust Company, and we may not have sufficient access to such capital resources.
  • Our earnings are significantly affected by the fiscal and monetary policies of the federal government and its agencies.
  • Other Risks Related to Our Business
  • Liquidity is essential to our businesses.
  • Legal and regulatory proceedings and related matters could adversely affect us.
  • We have been and may in the future become involved in legal and regulatory proceedings. We consider most of the proceedings to be in the normal course of our business or typical for the industry; however, it is inherently difficult to assess the outcome of these matters, and we may not prevail in any proceedings or litigation. There could be substantial costs and management diversion in such litigation and proceedings, and any adverse determination could have a materially adverse effect on our business, brand or image, or our financial condition and results of our operations.
  • We are subject to environmental liability risk associated with lending activities or properties we own.
  • Societal responses to climate change could adversely affect our business and performance, including indirectly through impacts on our customers.
  • We cannot predict how changes in technology will affect our business; increased use of technology may expose us to service interruptions or breaches in security.
  • Risks Related to an Investment in Our Common Stock
  • The price of our common stock could be volatile.
  • The reduced disclosures and relief from certain other significant disclosure requirements that are available to emerging growth companies may make our common stock less attractive to investors.
  • Our dividend policy may change without notice and any payment of dividends in the future is subject to the discretion of our Board of Directors.

Legal proceedings

From time to time, we are a party to various litigation matters incidental to the conduct of our business. As of December 31, 2025, we do not believe that any currently pending legal proceedings will have a material adverse effect on our business, financial condition or results of operations.

On October 25, 2024, the Bank filed a civil complaint in the United States District Court for the District of New Jersey against the lead lender, Valley National Bank, of the non-performing commercial real estate loan participation. This action cites breach of contract and other claims related to the participation agreement with the lead lender. The lawsuit requests damages and demands repurchase by the lead lender of the participated loan amount in accordance with the rights available under the terms of the participation agreement. As of December 31, 2025, the Bank remains as plaintiff in this litigation.

The opening of Item 3, Legal Proceedings.4

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