What Orange County Bancorp, Inc. told the SEC could break it.

Orange County Bancorp has heavy commercial-real-estate concentration: as of December 31, 2025 approximately $1.6 billion, or 81.0%, of its total loan portfolio was secured by commercial real estate (including construction), almost all located in its primary lending market; a decline in New York-metro CRE values would significantly impair the collateral securing these loans and its ability to recover on defaults, making its credit quality highly sensitive to the local commercial-real-estate cycle.

“At December 31, 2025, approximately $1.6 billion, or 81.0%, of our total loan portfolio was secured by commercial real estate, including construction, almost all of which is located in our primary lending market.”

Orange County Bancorp relies on third-party vendors that provide key components of its business infrastructure, including certain data processing and information services, which exposes it to additional cybersecurity and operational risk: if these vendors fail to perform, suffer a breach, or have security vulnerabilities, the bank's operations, customer data and reputation could be harmed, and it may have to expend additional resources to enhance information security and remediate incidents.

“We rely on third party vendors, which could expose us to additional cybersecurity risks. Third party vendors provide key components of our business infrastructure, including certain data processing and information services.”

Orange County Bancorp's loans and the real estate securing them are concentrated in the New York City metropolitan area and in Orange, Westchester, Bronx and Rockland Counties and surrounding markets, leaving it exposed to a lack of geographic diversification; an economic downturn, declines in real-estate values, or adverse changes in New York laws or regulations in these areas would impair its collateral, the businesses of its (mostly small/medium business and professional) customers, and its growth prospects.

“Future declines in the real estate values in the New York City metropolitan area and in Orange, Westchester, Bronx, and Rockland Counties and surrounding markets could significantly impair the value of the particular collateral securing our loans and our abilit”

Orange County Bancorp is subject to extensive bank regulation: the USA PATRIOT Act and Bank Secrecy Act require AML/customer-identification programs, and non-compliance could result in fines or sanctions and restrictions on conducting acquisitions or establishing new branches; it is also subject to capital requirements that could constrain dividends and share repurchases, and redemption of its Subordinated Notes requires regulatory approval — so adverse regulatory or supervisory developments could raise compliance costs and limit its capital actions and growth.

“Non-compliance with the USA PATRIOT Act, Bank Secrecy Act, or other laws and regulations could result in fines or sanctions.”