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): May 2226, 2026

Orange County Bancorp, Inc.

(Exact Name of Registrant as Specified in Charter)

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

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 85.0107 ~~Other~~Submission ~~Events~~of Matters to a Vote of Security Holders

The Annual Meeting of Stockholders of Orange County Bancorp, Inc., ~~parent~~(the ~~company~~“Company”) ~~of Orange~~was ~~Bank~~held &on ~~Trust~~May ~~Company~~26, ~~and~~2026. ~~Orange~~The ~~Investment~~matters ~~Advisors,~~listed below ~~Inc.~~were ~~today~~submitted ~~announced~~to a ~~declaration~~vote of athe ~~$0.18~~stockholders ~~cash~~through ~~dividend~~the ~~per~~solicitation ~~share~~ of ~~its~~proxies, ~~common~~and ~~stock.~~the ~~The~~proposals ~~dividend~~are ~~will~~described bein ~~paid~~detail onin ~~June~~the ~~15,~~Company’s ~~2026~~definitive toproxy ~~shareholders~~statement offiled ~~record~~with the Securities and Exchange Commission on ~~June~~April 415, 2026. ~~A press release announcing~~All ~~the~~ proposals ~~declaration~~were ofapproved by the ~~cash~~Company’s ~~dividend~~stockholders. The isfinal ~~attached~~results asof ~~Exhibit~~the ~~99.1~~stockholder tovote ~~this~~were ~~Current~~as ~~Report on Form 8-K.~~follows:

~~Item 9~~1.01 ~~Financial~~Election ~~Statements~~of ~~and~~directors ~~Exhibits~~for terms of office as stated below.

	(a)		Financial statements of businesses acquired. None.
		For		Withheld	Broker Non-Votes
	(b)		Pro forma financial information. None.
Michael J. Gilfeather (3 years)		9,208,032		51,423	1,280,559
	(c)		Shell company transactions: None.
Marianna R. Kennedy (3 years)		8,654,151		505,304	1,280,559
	(d)		Exhibits.
Richard B. Rowley (3 years)		8,915,197		344,258	1,280,559
			99.1	Press release dated May 22, 2026

2.	The ratification of the appointment of Crowe LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026.

For		Against		Abstain		Broker Non-Votes
10,383,141		3,697		153,176		—

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.~~	ORANGE COUNTY BANCORP, INC.
DATE: May 22, 2026	By:	/s/ Michael Lesler
DATE: May 27, 2026	By:	/s/ Michael Lesler
		Michael Lesler
		Executive Vice President, Chief Financial Officer
		Executive Vice President and Chief Financial Officer

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