UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

~~Pursuant~~PURSUANT toTO ~~Section~~SECTION 13 orOR 15(dD) ~~of the Securities Exchange Act of 1934~~OF

~~Date~~THE ofSECURITIES ~~Report~~EXCHANGE ~~(Date~~ACT ofOF ~~earliest event reported): March 19, 2026~~1934

~~ORANGE~~Date ~~COUNTY~~of ~~BANCORP~~Report (Date of earliest event reported): April 28, ~~INC.~~ 2026

~~(Exact~~Orange ~~Name~~County ofBancorp, ~~Registrant as Specified in Its Charter)~~Inc.

Delaware	001-40711	26-1135778
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification No.)

(Exact Name of Registrant as Specified in Charter)

212 Dolson Avenue, Middletown, New York 10940

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)

~~(Address~~Registrant's oftelephone ~~principal~~number, ~~executive~~including ~~offices)~~area ~~(Zip~~code: ~~Code~~(845) 341-5000

(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))

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

Title of each class	~~Trading symbol(s)~~	~~Name~~Trading ~~of each exchange on which registered~~Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.25	~~OBT~~	~~The Nasdaq Stock Market LLC~~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. 02 Results ~~Departure~~ of ~~Directors~~Operations ofand ~~Certain~~Financial ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Condition

~~(e)~~ On ~~March~~April 1928, 2026, ~~the Boards of Directors of~~ Orange County Bancorp, Inc. (the “Company”) ~~and~~issued ~~Orange Bank & Trust Company,~~ a ~~wholly~~press ~~owned~~release ~~subsidiary~~reporting ofits ~~the~~financial ~~Company~~results ~~(the~~at ~~“Bank”), adopted~~ and ~~executed~~for ~~an amendment to~~ the ~~Amended and Restated Employment Agreement with Michael J. Gilfeather, President and Chief Executive Officer of the Company~~three ~~and~~ months ~~the~~ended ~~Bank (the “Gilfeather Agreement”). The amendment extends the Gilfeather Agreement through~~ March 31, ~~2029, unless otherwise extended by the Company~~2026. ~~No other provisions of the Gilfeather Agreement were modified by the amendment.~~

OnA ~~March~~copy ~~19,~~of ~~2026,~~ the ~~Board~~press ofrelease ~~Directors~~is ofattached ~~the~~as ~~Bank~~Exhibit ~~adopted~~99.1 ~~an amendment~~ to ~~the~~this ~~Amended~~report and ~~Restated~~is ~~Participation~~being ~~Agreement~~furnished ~~under~~to the ~~Orange~~ ~~Bank~~Securities ~~& Trust Company Performance-Based Supplemental Executive Retirement Plan by~~ and ~~between~~Exchange ~~the~~Commission ~~Bank~~ and ~~Mr. Gilfeather (the “Gilfeather SERP Participation Agreement”). The amendment to the Gilfeather SERP Participation Agreement provides~~ ~~for~~shall anot ~~discretionary employer contribution in the amount of $125,000 to~~ be ~~made~~deemed filed for ~~the~~any ~~2028 Plan Year which will cliff vest on March 30, 2029~~purpose. ~~No other provisions of the Gilfeather SERP Participation Agreement were modified by the amendment.~~

~~The~~Item ~~foregoing description~~9.01 Financial ofStatements ~~the amendment to the Gilfeather Agreement~~ and the amendment to the Gilfeather SERP Participation Agreement does not purport to be complete and is qualified in its entirety by reference to the amendments which will be filed as exhibits to the Company’s Quarterly Report on Form 10-Q for the quarter ending March 31, 2026.Exhibits

SIGNATURE

(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 April 28, 2026
	104	Cover Page for this Current Report on Form 8-K, formatted in Inline XBRL

~~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.~~SIGNATURES

		ORANGE COUNTY BANCORP, INC.
DATE: March 25, 2026	By:	/s/ Michael Lesler
		Michael Lesler
		Executive Vice President and Chief Financial Officer

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: April 28, 2026	By:	/s/ Michael Lesler
		Michael Lesler
		Executive Vice President and Chief Financial Officer

Filing Compare · Orange County Bancorp, Inc. /DE/