Orange County Bancorp, Inc. /DE/ (OBT)

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations at March 31, 2026 and December 31, 2025 and for the three months ended March 31, 2026 and 2025 should be read in conjunction with our audited consolidated financial statements and the accompanying notes in our Annual Report on Form 10-K for the year ended December 31, 2025. This discussion and analysis contains forward-looking statements that are subject to certain risks and uncertainties and are based on certain assumptions that we believe are reasonable but may prove to be inaccurate. Certain risks, uncertainties and other factors, including those set forth under “Cautionary Note Regarding Forward-Looking Statements” and elsewhere in this Quarterly Report on Form 10-Q, may cause actual results to differ materially from those projected results discussed in the forward-looking statements appearing in this discussion and analysis. We assume no obligation to update any of these forward-looking statements.

Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of section 21E of the Securities Exchange Act of 1934. These forward-looking statements reflect our current views with respect to, among other things, future events and our financial performance. These statements are often, but not always, made through the use of words or phrases such as “may,” “might,” “should,” “could,” “predict,” “potential,” “believe,” “expect,” “attribute,” “continue,” “will,” “anticipate,” “seek,” “estimate,” “intend,” “plan,” “projection,” “goal,” “target,” “outlook,” “aim,” “would,” “annualized” and “outlook,” or the negative version of those words or other comparable words or phrases of a future or forward-looking nature. These forward-looking statements include, but are not limited to:

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These forward-looking statements are not historical facts, and are based on current expectations, estimates and projections about our industry, management’s beliefs and certain assumptions made by management, many of which, by their nature, are inherently uncertain and beyond our control. Accordingly, we caution you that any such forward-looking statements are not guarantees of future performance and are subject to risks, assumptions, estimates and uncertainties that are difficult to predict. Although we believe that the expectations reflected in these forward-looking statements are reasonable as of the date made, actual results may prove to be materially different from the results expressed or implied by the forward-looking statements.

The following factors, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in the forward-looking statements:

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The foregoing factors should not be construed as exhaustive and should be read in conjunction with other cautionary statements that are included in this Quarterly Report on Form 10-Q. If one or more events related to these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, actual results may differ materially from what we anticipate. Accordingly, you should not place undue reliance on any such forward-looking statements. Any forward-looking statement speaks only as of the date on which it is made, and we do not undertake any obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise. New risks and uncertainties arise from time to time, and it is not possible for us to predict those events or how they may affect us. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

Overview

We are a bank holding company headquartered in Middletown, New York and registered under the Bank Holding Company Act. Through our wholly owned subsidiaries, Orange Bank & Trust Company and Orange Investment Advisors, formally known as Hudson Valley Investment Advisors, Inc., we offer 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 affluent individuals in the Lower Hudson Valley region, the New York metropolitan area and nearby markets in Connecticut and New Jersey. By combining the high-touch service and relationship-based focus of a community bank with the extensive suite of financial products and services offered by our larger competitors, we believe we can continue to capitalize on the growth opportunities available in our market areas. We also offer a variety of deposit accounts to businesses and consumers, including checking accounts and a full line of municipal banking accounts through our business banking platform. These activities, together with our 16 offices and one loan production office, continue to produce a stable source of low- cost core deposits and a diverse loan portfolio with attractive risk-adjusted yields. We also offer private banking services through Orange Bank & Trust Private Banking, a division of Orange Bank & Trust Company, and provide trust and wealth management services through Orange Bank & Trust Company’s trust services department and OIA, which combined had $1.6 billion in assets under management at March 31, 2026. As of March 31, 2026, our assets, loans, deposits and stockholders’ equity totaled $2.7 billion, $1.9 billion, $2.4 billion and $291.7 million, respectively.

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At March 31, 2026, we operate from our main office and 15 branch offices. We own our main office in Middletown, New York, and three branch offices which are located in Chester, 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, Nanuet, Yonkers, and two Bronx locations, all in 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 March 31, 2

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations for the years ended December 31, 2025 and 2024 should be read in conjunction with our audited consolidated financial statements and the accompanying notes included elsewhere in this Annual Report on Form 10-K. This discussion and analysis contains forward-looking statements that are subject to certain risks and uncertainties and are based on certain assumptions that we believe are reasonable but may prove to be inaccurate. Certain risks, uncertainties and other factors, including those set forth under “Cautionary Note Regarding Forward-Looking Statements,” “Item 1A-Risk Factors” and elsewhere in this Annual Report on Form 10-K, may cause actual results to differ materially from those projected results discussed in the forward-looking statements appearing in this discussion and analysis. We assume no obligation to update any of these forward-looking statements.

Overview

We are a bank holding company headquartered in Middletown, New York and registered under the BHC Act. Through our wholly owned subsidiaries, Orange Bank & Trust Company and Orange Investment Advisors, Inc., we offer 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 affluent individuals in the Lower Hudson Valley region, the New York metropolitan area and nearby markets in Connecticut and New Jersey. By combining the high-touch service and relationship-based focus of a community bank with the extensive suite of financial products and services offered by our larger competitors, we believe we can capitalize on the substantial growth opportunities available in our market areas. We also offer a variety of deposit accounts to businesses and consumers, including checking accounts and a full line of municipal banking accounts through our business banking platform. These activities, together with our 16 branches and one loan production office, generate a stable source of low-cost core deposits and a diverse loan portfolio with attractive risk-adjusted yields. We also offer private banking services through Orange Bank & Trust Private Banking, a division of Orange Bank & Trust Company, and provide trust and wealth management services through Orange Bank & Trust Company’s trust services department and OIA, which combined has $1.9 billion in assets under management at December 31, 2025. As of December 31, 2025, our assets, loans, deposits and stockholders’ equity totaled $2.7 billion, $2.0 billion, $2.3 billion and $284.4 million, respectively.

Key Factors Affecting Our Business

Net Interest Income. Net interest income is the most significant contributor to our net income and is the difference between the interest and fees earned on interest-earning assets and the interest expense incurred in connection with interest-bearing liabilities. Net interest income is primarily a function of the average balances and yields of these interest-earning assets and interest-bearing liabilities. These factors are influenced by internal considerations such as product mix and risk appetite as well as external influences such as economic conditions, competition for loans and deposits and market interest rates.

The cost of our deposits and short-term borrowings is primarily based on short-term interest rates, which are largely driven by the FRB’s actions and market competition. The yields generated by our loans and securities are typically affected by short-term and long-term interest rates, which are driven by market competition and market rates often impacted by the FRB’s actions. The level of net interest income is influenced by movements in such interest rates and the pace at which such movements occur.

Interest rates experienced some volatility and pressure during 2025. Based on our asset sensitivity, a steepened yield curve and higher interest rates generally could have a beneficial impact on our net interest income. Conversely, a downward yield curve at lower rates would be expected to have an adverse impact on our net interest income.

Noninterest Income. Noninterest income is also a contributor to our net income. Noninterest income consists primarily of our investment advisory income and trust income generated by OIA and our trust department. In addition, noninterest income is also impacted by net gains on the sale of investment securities or other assets, service charges on deposit accounts, earnings on bank owned life insurance and other fee income consisting primarily of debit card fee income, checkbook fees and rebates and safe deposit box rental income.

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Noninterest Expense. Noninterest expense includes salaries, employee benefits, occupancy, furniture and equipment expenses, professional fees, directors’ fees and expenses, computer software expense, Federal deposit insurance assessment, advertising expenses, advisor expenses related to trust income and other expenses. In evaluating our level of noninterest expense, we closely monitor our efficiency ratio. The efficiency ratio is calculated by dividing noninterest expense to net interest income plus noninterest income. We continue to seek to identify ways to streamline our business and operate more efficiently.

Concentration of Credit Risk. Most of the Company’s business activity is with customers located within the New York counties of Orange, Westchester, Bronx and Rockland. Therefore, the Company’s exposure to credit risk is significantly affected by changes in the economy in these counties. The Company’s largest loan segment remains non-owner occupied commercial real estate. Property types within this segment include: multi-family properties, retail properties, and general construction loans. Regionally, commercial real estate loans are concentrated within the Company’s primary operating footprint, including Orange, Westchester, Rockland and Bronx counties. Commercial and industrial loans are concentrated in Orange County, New York and outside of the Company’s core market. While industry exposure is widely dispersed, the Company does have a significant concentration of commercial and industrial loans within the healthcare and social assistance industry.

Credit Quality. We have well-established loan policies and underwriting practices that have resulted in low historical levels of charge-offs and nonperforming assets. We strive to generate quality loans that will maintain the credit quality of our loan portfolio. However, credit trends in the markets in which we operate are largely impacted by economic conditions beyond our control and can adversely impact our financial condition.

Competition. The industry and businesses in which we operate are highly competitive. We may see increased competition in different areas including interest rates, underwriting standards and product offerings and structure. While we seek to maintain an appropriate return on our investments, we anticipate that we will experience continued pressure on our net interest margins as we operate in this competitive environment.

Economic Conditions. Our business and financial performance are affected by economic conditions generally in the United States and more directly in the market of the Lower Hudson Valley region, the New York metropolitan area and nearby markets in Connecticut and New Jersey where we primarily operate.

The significant economic factors that are most relevant to our business and our financial performance include, but are not limited to, real estate values, interest rates and unemployment rates.

Regulatory Trends. We operate in a highly regulated environment and nearly all of our operations are subject to extensive regulation and supervision. Bank or securities regulators, Congress, the State of New York and the NYSDFS may revise the laws and regulations applicable to us, may impose new laws and regulations, increase the level of scrutiny of our business in the supervisory process, and pursue additional enforcement actions against financial institutions. Future legislative and regulatory changes such as these may increase our costs and have an adverse effect on our business, financial condition and results of operations. The legislative and regulatory trends that will affect us in the future are impossible to predict with any certainty.

Critical Accounting Estimates

A summary of our accounting policies is described in Note 1 to the consolidated financial statements included in this Annual Report on Form 10-K. Critical accounting estimates are necessary in the application of certain accounting policies and procedures and are particularly susceptible to significant change. Critical accounting estimates are defined as those involving significant judgments and assumptions by management that could have a material impact on the carrying value of certain assets or on income under different assumptions or conditions. These critical estimates and their application are periodically reviewed with the Audit Committee and the board of directors.

Management believes that the most critical accounting estimate, which involves the most complex or subjective decisions or assessments, is as follows:

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Allowance for Credit Losses. Management believes that the determination of the allowance for credit losses (“ACL”) involves a high degree of complexity and requires management to make difficult and subjective judgments, which often require assumptions or estimates about highly uncertain matters. Changes in these judgments, assumptions or estimates could materially impact Orange County Bancorp’s results of operations.

On January 1, 2023, the Company adopted ASU 2016-13 (Topic 326), which replaced the incurred loss methodology with CECL for financial instruments measured at amortized cost and other commitments to extend credit. The allowance for credit losses is a valuation allowance for management’s estimate of expected credit losses in the loan portfolio. The process to determine expected credit losses utilizes analytic tools and judgement and is reviewed on a quarterly basis. When management is reasonably certain that a loan balance is not fully collectable, an analysis is completed and a individual reserve may be established or a full or partial charge off could be recorded against the allowance. Subsequent recoveries, if any, are credited to the allowance. Management estimates the allowance balance via a quantitative analysis which considers available information from internal and external sources related to past loan loss and prepayment experience and current conditions, as well as the incorporation of reasonable and supportable forecasts. Management evaluates a variety of factors including available published economic information in arriving at its forecast. Expected credit losses are estimated over the contractual term of the loans, adjusted for expected prepayments when appropriate. Also included in the allowance for credit losses are qualitative reserves that are expected, but, in management’s assessment, may not be adequately represented in the quantitative analysis or the forecasts described above. Factors may include changes in lending policies and procedures, size and composition of the portfolio, experience and depth of management and the effect of external factors such as competition, legal and regulatory requirements, among others. The allowance is available for any loan that, in management’s judgment, should be charged off. Although management uses the best information available, the level of the allowance for credit losses remains an estimate, which is subject to significant judgment and short-term change. The ACL model considers the effects of past events, current conditions, as well as reasonable and supportable forecasts when estimating the required level. Some of the components relied upon in determining the amount of the ACL, which require judgment, include, but are not limited to, segmentation requirements, qualitative factor attributes, peer group selection, regression models, and default probability assumptions. Each of these, and other qualitative characteristics could impact the determination of the ACL. Various regulatory agencies, as an integral part of their examination process, periodically review the Bank’s allowance for credit losses. Such agencies may require the Company to make additional provisions for credit losses based upon information available to them at the time of their examination. Furthermore, the majority of the Bank’s loans are secured by real estate in the State of New York. Accordingly, the collectability of a substantial portion of the carrying value of the Bank’s loan portfolio is susceptible to changes in local market conditions and any adverse economic conditions. Future adjustments to the provision for credit losses and allowance for credit losses may be necessary due to economic, operating, regulatory and other conditions beyond the Company’s control.

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Discussion and Analysis of Financial Condition

Summary Financial Condition. The following table sets forth a summary of the material categories of our balance sheet at the dates indicated:

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Assets. Our total assets were $2.7 billion at December 31, 2025, an increase of $149.5 million from December 31, 2024. The increase was primarily due to increased net loan growth of approximately $132.3 million, or 7.4%, during the year. The increase in assets also included an increase in cash and due from banks of $53.9 million, or 35.9%. During 2025, investment securities decreased by $24.4 million, or 5.5%. This decrease represents management’s continued focus on increased liquidity as the maturities of securities were primarily used to enhance the Bank’s cash position and pay-down borrowings.

Cash and due from banks. Cash and due from banks increased $53.9 million, or 35.9%, to $204.2 million at December 31, 2025 from $150.3 million at December 31, 2024. The increase was primarily driven by strong deposit growth during the year coupled with a strategic focus to increase cash balances, while paying down borrowings in order to maintain continued strong cash levels while ensuring that contingent liquidity sources are available.

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Loans. The following table sets forth the composition of our loan portfolio by type of loan at the dates indicated.

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Net loans increased $132.3 million, or 7.4%, to $1.9 billion at December 31, 2025 from $1.8 billion at December 31, 2024 primarily due to increases in commercial real estate loans, commercial real estate construction loans as well as increases in commercial and industrial loans and home equity loans. Commercial real estate loans increased $118.0 million, or 8.7%, to $1.5 billion at December 31, 2025 from $1.4 billion at December 31, 2024 primarily as a result of continued loan demand by our commercial real estate customers, along with our strategy of continued expansion within commercial real estate lending in our market area. Commercial real estate construction loans increased $18.3 million, or 22.6%, to $99.3 million as of December 31, 2025 from $81.0 million as of December 31, 2024 due to continued loan

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demand for development within our marketplace. Commercial and industrial loans increased $7.3 million, or 3.0%, to $249.6 million at December 31, 2025 from $242.4 million at December 31, 2024. Home equity loans increased $5.3 million, or 30.3%, to $22.6 million at December 31, 2025. Consumer loans decreased $4.6 million, or 12.0%, to $33.4 million at December 31, 2025 from $38.0 million at December 31, 2024.

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Loan Portfolio Maturities. The following table sets forth the contractual maturities of our total loan portfolio at December 31, 2025. Demand loans, loans having no stated repayment schedule or maturity, and overdraft loans are reported as being due in one year or less. The table presents contractual maturities and does not reflect repricing or the effect of prepayments. Maturities are based on the final contractual payment date and do not reflect the impact of prepayments and scheduled principal amortization.

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The following table sets forth the principal balance of fixed and adjustable-rate loans at December 31, 2025 that are contractually due after December 31, 2026:

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At December 31, 2025, $562.9 million, or 49.3% of our adjustable interest rate loans were at their interest rate floor.

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Delinquent Loans. The following table sets forth our loan delinquencies, including non-accrual loans, by type and amount at the dates indicated.

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The following table sets forth our loan delinquencies, including non-accrual loans, at the dates indicated as a percentage of loans for the corresponding types.

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Non-performing Assets

Management reviews a loan individually when it is non-performing or when it is probable at least a portion of the loan will not be collected in accordance with the original terms due to a deterioration in the financial condition of the borrower or the value of the underlying collateral if the loan is collateral dependent. When a loan is determined to be non-performing, the measurement of the loan in the allowance for credit losses is based on the fair value of the collateral for all collateral-dependent loans. Non-accrual loans are loans for which collectability is questionable and, therefore, interest on such loans will no longer be recognized on an accrual basis. All loans that become 90 days or more delinquent are placed on non-accrual status unless the loan is well secured and in the process of collection. When loans are placed on non-accrual status, unpaid accrued interest is fully reversed, and further income is recognized only to the extent received on a cash basis or cost recovery method.

When we acquire real estate as a result of foreclosure, the real estate is classified as real estate owned. The real estate owned is recorded at the lower of carrying amount or fair value, less estimated costs to sell. Soon after acquisition, we order a new appraisal to determine the current market value of the property. Any excess of the recorded value of the loan satisfied over the market value of the property is charged against the allowance for credit losses, or, if the existing allowance is inadequate, charged to expense of the current period. After acquisition, all costs incurred in maintaining the property are expensed. Costs relating to the development and improvement of the property, however, are capitalized to the extent of estimated fair value less estimated costs to sell. As of December 31, 2025, the Company had no real estate owned.

Management will consider a modification of loan terms, such as a reduction of the interest rate to below market terms, capitalizing past due interest or extending the maturity date and possibly a partial forgiveness of the principal amount due, when it is deemed appropriate based on individual borrower conditions. Interest income on restructured loans is accrued after the borrower demonstrates the ability to pay under the restructured terms through a sustained period of repayment performance, which is generally six consecutive months.

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The following table sets forth information regarding our non-performing assets. Non-performing loans aggregated approximately $11.1 million at December 31, 2025 as compared to $6.3 million at December 31, 2024.

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Non-performing loans at December 31, 2025 totaled $11.1 million and consisted mainly of $8.7 million related to commercial real estate loans and $1.6 million of commercial and industrial loans as well as $844 thousand associated with home equity loans. We had no other real estate owned at December 31, 2025 or 2024, respectively.

Non-performing assets increased $4.8 million, or 76.7%, to $11.1 million, or 0.42% of total assets, at December 31, 2025 from $6.3 million, or 0.25% of total assets, at December 31, 2024. The increase in non-performing assets at December 31, 2025 compared to December 31, 2024 was primarily due to several commercial and industrial loans as well as certain loans within the commercial real estate category.

From time to time, as part of our loss mitigation strategy, we may renegotiate loan terms based on certain economic and legal reasons related to the borrower’s financial situation. There were no loans modified due to financial difficulties during the year ended December 31, 2025 and during the year ended December 31, 2024.

Classified Assets. Federal regulations provide that loans and other assets of lesser quality should be classified as “substandard”, “doubtful” or “loss” assets. An asset is considered “substandard” if it is inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any. “Substandard” assets include those characterized by the “distinct possibility” that we will sustain “some loss” if the deficiencies are not corrected. Assets classified as “doubtful” have all of the weaknesses inherent in those classified “substandard,” with the added characteristic that the weaknesses present make “collection or liquidation in full,” on the basis of currently existing facts, conditions, and values, “highly questionable and improbable.” Assets classified as “loss” are those considered “uncollectible” and of such little value that their continuance as assets without the establishment of a specific loss reserve is not warranted. We designate an asset as “special mention” if the asset has a potential weakness that warrants management’s close attention.

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The following table summarizes classified assets of all portfolio types at the dates indicated:

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On the basis of management’s review of our assets, we classified $73.7 million of our assets at December 31, 2025 as substandard compared to $44.0 million at December 31, 2024. We designated $58.4 million of our assets at December 31, 2025 as special mention compared to $20.9 million designated as special mention at December 31, 2024.

Allowance for Credit Losses

Please see “— Critical Accounting Estimates — Allowance for Credit Losses” for additional discussion.

On January 1, 2023, the Company adopted ASU 2016-13 (Topic 326), which replaced the incurred loss methodology with CECL for financial instruments measured at amortized cost and other commitments to extend credit. The allowance for credit losses is a valuation allowance for management’s estimate of expected credit losses in the loan portfolio. The process to determine expected credit losses utilizes analytic tools and judgement and is reviewed on a quarterly basis. When management is reasonably certain that a loan balance is not fully collectable, an analysis is completed and an individual reserve may be established or a full or partial charge off could be recorded against the allowance. Subsequent recoveries, if any, are credited to the allowance. Management estimates the allowance balance via a quantitative analysis which considers available information from internal and external sources related to past loan loss and prepayment experience and current conditions, as well as the incorporation of reasonable and supportable forecasts. Management evaluates a variety of factors including available published economic information in arriving at its forecast. Expected credit losses are estimated over the contractual term of the loans, adjusted for expected prepayments when appropriate. Also included in the allowance for credit losses are qualitative reserves that are expected, but, in management’s assessment, may not be adequately represented in the quantitative analysis or the forecasts described above. Factors may include changes in lending policies and procedures, size and composition of the portfolio, experience and depth of management and the effect of external factors such as competition, legal and regulatory requirements, among others. The allowance is available for any loan that, in management’s judgment, should be charged off. Although management uses the best information available, the level of the allowance for credit losses remains an estimate, which is subject to significant judgment and short-term change. Various regulatory agencies, as an integral part of their examination process, periodically review the Bank’s allowance for credit losses. Such agencies may require the Company to make additional provisions for credit losses based upon information available to them at the time of their examination. Furthermore, the majority of the Bank’s loans are secured by real estate in the State of New York. Accordingly, the collectability of a substantial portion of the carrying value of the Bank’s loan portfolio is susceptible to changes in local market conditions and any adverse economic conditions. Future adjustments to the provision for credit losses and allowance for credit losses may be necessary due to economic, operating, regulatory and other conditions beyond the Company’s control.

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The following table sets forth activity in our allowance for credit losses for the years indicated:

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The following table presents the summary of net charge-offs (recovery) to average loans outstanding by loan type for the years presented:

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The allowance for credit losses increased by $2.3 million, or 8.7%, to $28.3 million, or 1.45% of total loans at December 31, 2025 from $26.1 million, or 1.44% of total loans, at December 31, 2024. The increase in the allowance for credit losses for 2025 was driven mainly by a provision of $7.8 million related to growth of our commercial real estate portfolio as well as the impact of $6.1 million in charge-offs during the year. Commercial and industrial loans represented the most significant impact on net charge-offs as a result of two relationships which had deteriorated.

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The following tables set forth the allowance for credit losses allocated by loan category at the dates indicated.

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Investment Securities

The following table sets forth the estimated fair value of our available-for-sale securities portfolio as of the dates indicated.

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Available for sale securities decreased $24.4 million, or 5.5%, to $419.4 million at December 31, 2025 from $443.8 million at December 31, 2024, as mortgage-backed securities decreased $5.5 million, municipal securities decreased $7.5 million, and U.S. Government agency securities decreased $14.6 million, while corporate securities increased $3.2 million. The overall decrease was primarily the result of management’s continued intent to increase our liquidity position for funding purposes and maintain the maturing investments within the cash accounts. During the first quarter of 2024, the Company recognized a net-credit related to the provision for credit losses of $1.9 million. The recovery was received for proceeds from the sale of subordinated debt securities which were previously charged off during 2023. Management determined that an ACL was not required for the portfolio and the amount was reversed from the provision which reduced the ACL on investment securities to zero. The 2023 provision included the effect of a $5 million reserve associated with the write-off of an investment in Signature Bank subordinated debt. No credit related provision for credit losses was required to be recorded against the investment portfolio during 2025.

We did not have held-to-maturity investments at December 31, 2025 or December 31, 2024.

Available for sale securities are evaluated to determine if a decline in fair value below the amortized cost basis has resulted from a credit loss or other factors. An impairment related to credit factors would be recorded through an allowance for credit losses. The allowance is limited to the amount by which the security’s amortized cost basis exceeds the fair value. An impairment that has not been recorded through an allowance for credit losses shall be recorded through other comprehensive income, net of applicable taxes. Investment securities will be written down to fair value through the Consolidated Statements of Income when management intends to sell, or may be required to sell, the securities before they recover in value. Primarily all of the investment securities are backed by loans guaranteed by either U.S. government agencies or U.S government-sponsored entities, and management believes that default is highly unlikely given the lack of historical credit losses and governmental backing. Management believes that the unrealized losses on these securities are a function of changes in market interest rates and credit spreads, not changes in credit quality.

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The Company also evaluated available for sale debt securities that are in an unrealized loss position as of December 31, 2025 and determined that the declines in fair value are mainly attributable to interest rates, credit spreads, market volatility and liquidity conditions, not credit quality or other factors. No provision was recorded for the years ended December 31, 2025 and 2024, respectively.

Deposits

The following table sets forth our total deposit account balances, by account type, at the dates indicated:

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Total deposits increased $157.0 million, or 7.3%, to $2.3 billion at December 31, 2025 from $2.2 billion at December 31, 2024. We stay focused on increasing commercial deposit relationships through our suite of cash management products and continuing attention to low-cost deposits. Our strategy remains centered on increasing business demand deposit accounts through our customer centric business development approach. Noninterest-bearing demand deposits grew $74.5 million and savings deposits increased $88.4 million during 2025. Interest bearing demand deposits increased $88.5 million in 2025 due to certain seasonality of municipal deposit relationships combined with the impact of attorney trust account growth during the year. At December 31, 2025, our core deposits (which includes all deposits except for certificates of deposit) totaled $2.2 billion, or 93.1% of our total deposits. The overall increase in deposits represented a continued strategic focus on growing customer deposit relationships in order to maintain a low cost and stable funding source. Certificates of deposit decreased $62.0 million, or 28.1%, to $159.0 million at December 31, 2025 from $221.0 million at December 31, 2024, primarily due to reduced levels of brokered deposits to support loan growth as a result of the core deposit growth during the year. We held approximately $125.0 million in brokered deposits (excluding reciprocal deposits obtained through the Certificate Deposit Account Registry Service (CDARS) and Insured Cash Sweep (ICS) networks) at December 31, 2025 and $180.0 million in brokered deposits at December 31, 2024. Our reciprocal deposits obtained through the CDARS and ICS networks totaled $5.8 million and $96.0 million, respectively, at December 31, 2025.

As of December 31, 2025, and December 31, 2024, the aggregate amount of uninsured deposits (deposits in amounts greater than or equal to $250,000, which is the maximum amount for federal deposit insurance) was $1.3 billion and $1.1 billion, respectively. In addition, as of December 31, 2025, the aggregate amount of all our uninsured certificates of deposit was $10.5 million. The following table sets forth the maturity of these uninsured certificates of deposit as of December 31, 2025.

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Borrowings

Our borrowings consist of both short-term and long-term borrowings and provide us with one of our sources of funding. Maintaining the available borrowing capacity provides us with a contingent source of liquidity.

Total borrowings from the Federal Home Loan Bank of New York were $10.0 million at December 31, 2025 and $123.5 million at December 31, 2024. The decrease in borrowings was driven by increased deposits which outpaced loan growth in 2025 and allowed for paydowns of borrowings while maintaining strong cash levels at year end. The decrease in borrowings reflects a strategic focus on actively managing liquidity sources and opportunities to reduce funding costs. We have the capacity to borrow up to $652.7 million from the Federal Home Loan Bank of New York at December 31, 2025.

In September 2020, we issued $20.0 million in aggregate principal amount of fixed to floating subordinated notes (the “2020 Notes”) to certain institutional investors. The 2020 Notes were non-callable for five years, had a stated maturity of September 30, 2030, and a fixed interest rate of 4.25% per year until September 30, 2025. From September 30, 2025 to the maturity date or early redemption date, the interest rate would reset quarterly to a level equal to the then current three-month SOFR plus 413 basis points, payable quarterly in arrears. These notes were redeemed during September 2025 with a portion of the proceeds from the 2025 Notes as described below.

In September 2025, we issued $25.0 million in aggregate principal amount of fixed to floating subordinated notes (the “2025 Notes”) to certain institutional investors. The 2025 Notes are non-callable for five years, have a stated maturity of September 30, 2035, and bear interest at a fixed rate of 6.50% per year until September 30, 2030. From September 30, 2030 to the maturity date or early redemption date, the interest rate will reset quarterly to a level equal to the then current three-month SOFR plus 320.5 basis points, payable quarterly in arrears.

Stockholders’ Equity

Total stockholders’ equity increased $98.8 million, or 53.3%, to $284.4 million at December 31, 2025, from $185.5 million at December 31, 2024. The increase was due to the combination of a common stock offering which netted approximately $43.0 million, earnings of $41.6 million, and a decrease in unrealized losses of $19.9 million on the market value of investment securities within the Company’s equity as accumulated other comprehensive income (loss) (“AOCI”), net of taxes. This reduction of the unrealized losses represents an increase in the fair market value of our securities available-for-sale during 2025.

Average Balance Sheet and Related Yields and Rates

The following table presents average balance sheet information, interest income, interest expense and the corresponding average yields earned and rates paid for the years ended December 31, 2025 and 2024. No tax equivalent yield adjustments have been made as the effects would be immaterial. The average balances are daily averages and, for loans, include both performing and nonperforming balances. Interest income on loans includes the effects of discount

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accretion and net deferred loan origination costs accounted for as yield adjustments. Deferred loan fees totaled $4.8 million and $4.9 million for each of the years ended December 31, 2025 and 2024, respectively.

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Rate/Volume Analysis

The following table presents the dollar amount of changes in interest income and interest expense for major components of interest earning assets and interest-bearing liabilities for the years indicated. The table distinguishes between: (1) changes attributable to volume (changes in volume multiplied by the prior year’s rate); (2) changes attributable to rate (change in rate multiplied by the prior year’s volume) and (3) total increase (decrease) (the sum of the previous columns). Changes attributable to both volume and rate are allocated ratably between the volume and rate categories.

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Results of Operations for the Years Ended December 31, 2025 and 2024

Summary Income Statements. The following table sets forth the income summary for the years indicated:

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General. Net income increased $13.7 million, or 49.2%, to $41.6 million for the year ended December 31, 2025 from $27.9 million for the year ended December 31, 2024. The increase reflects the continued effect of net interest income growth combined with increased non-interest income as well as a reduced provision for credit losses for loans

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during 2025 as compared to the prior year. The improvement in the provision for credit losses for loans during 2025 as compared to 2024 was the result of lower specific reserves associated with nonperforming loans. The increase in non-interest income includes the recognition of a gain associated with the sale of a branch location coupled with a Bank Owned Life Insurance gain related to policy proceeds from a death benefit.

Interest Income. Interest income increased $7.8 million, or 6.1%, to $135.0 million for the year ended December 31, 2025 from $127.2 million for the year ended December 31, 2024. This increase was the result of an increase in our average interest-earning assets which increased by $99.6 million, or 4.2%, to $2.5 billion for the year ended December 31, 2025 compared to $2.4 billion for the year ended December 31, 2024. Supporting the increase in interest income was an increase in the average yield on interest earning assets of 11 basis points to 5.42% during the year ended December 31, 2025 from 5.31% for the year ended December 31, 2024.

Interest income on loans increased by $9.8 million, or 9.2%, to $115.8 million during the year ended December 31, 2025 from $106.0 million during the year ended December 31, 2024. The increase in interest income on loans was primarily due to the increase in the average balance of loans (excluding PPP loans), combined with the effect of an increase in the average yield on loans. The average balance of loans (excluding PPP loans) increased by $135.8 million, or 7.7%, to $1.9 billion for the year ended December 31, 2025 compared to $1.8 billion for the year ended December 31, 2024. The average yield on loans increased by 10 basis points from 6.01% for the year ended December 31, 2024 to 6.11% for the year ended December 31, 2025. The increase in the average balance of loans was primarily due to our continued investment in commercial real estate, construction, and commercial and industrial loans, while the increase in average yield on loans was driven by a disciplined pricing approach within the market for new loan originations.

Interest income on investment securities decreased by $1.1 million, or 7.9%, to $12.2 million during the year ended December 31, 2025 from $13.3 million during the year ended December 31, 2024. The decrease in interest income on securities was due to a decrease in the average balance of securities, partially offset by an increase in the average yield on securities. The average balance of securities decreased by $39.2 million, or 8.4%, to $428.0 million for the year ended December 31, 2025 compared to $467.1 million for the year ended December 31, 2024. The decrease in the average balance of securities was due to maturity and amortization of lower yielding securities during 2025 as compared to 2024. The average yield on securities increased by two basis points from 2.83% for the year ended December 31, 2024 to 2.85% for the year ended December 31, 2025. The increase in the average yield on securities resulted from higher-yielding securities purchased combined with the maturity of lower-yielding investment securities during 2025.

Interest income on cash and due from banks and other decreased $797 thousand, or 11.0%, to $6.4 million for the year ended December 31, 2025 from $7.2 million for the year ended December 31, 2024. The decrease in interest income from cash and due from banks and other was attributable to a decrease in the average yield earned on cash and due from banks offset by a slight increase in average balances during the year. The average yield for cash and due from banks decreased 62 basis points to 4.07% in 2025 from 4.69% in 2024 as a result of decreased short-term market interest rates during 2025. Average balances for cash and due from banks increased to $158.0 million for the year ended December 31, 2025 from $153.6 million for the year ended December 31, 2024, representing an increase of $4.3 million, or 2.8%.

Interest Expense. Interest expense decreased $4.5 million, or 12.8%, to $30.9 million for the year ended December 31, 2025 from $35.5 million for the year ended December 31, 2024. The decrease in interest expense was a result of the lower interest rate environment associated with interest-bearing liabilities, including the continued reduction of interest costs associated with lower FHLB advances and borrowings as well as a decrease in brokered deposits due to increased customer deposit levels during the year. The average rate paid on interest-bearing liabilities decreased 31 basis points to 1.89% during the year ended December 31, 2025 from 2.20% for the year ended December 31, 2024. The average balance of interest-bearing liabilities increased by $30.2 million, or 1.9%, to approximately $1.6 billion for the year ended December 31, 2025 compared to the year ended December 31, 2024.

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Interest expense on interest-bearing deposits decreased by $641 thousand, or 2.3%, to $27.2 million during the year ended December 31, 2025 from $27.9 million during the year ended December 31, 2024. The decrease in interest expense on interest-bearing deposits was due to a decrease in the average cost of deposits partially offset by an increase in the average balance of interest-bearing deposits. The average cost of interest-bearing deposits decreased 17 basis points to 1.74% during the year ended December 31, 2025. The average cost of interest-bearing deposits decreased due to the lower interest rate environment as all deposit categories experienced lower costs during the year. The average balance of interest-bearing deposits increased by $105.3 million, or 7.2%, to $1.6 billion for the year ended December 31, 2025 compared to $1.5 billion for the year ended December 31, 2024 due to increases in the average balances of all deposit categories, except certificates of deposit. The reduction in the balance of certificates of deposit was due to lower brokered deposit levels as customer balances increased during 2025 and there was less reliance on brokered funding.

Interest expense on Federal Home Loan Bank borrowings decreased to $2.2 million for the year ended December 31, 2025 as compared to $6.7 million for the year ended December 31, 2024. The decrease in interest expense on borrowed funds was primarily due to the continued reduction of Federal Home Loan Bank advances as a result of increased deposit levels during the year which supported loan growth. The average balance of Federal Home Loan Bank advances decreased from $126.2 million for the year ended December 31, 2024 to an average balance of $49.6 million for the year ended December 31, 2025. Additionally, the average rate of Federal Home Loan Bank advances experienced an 86 basis points reduction from 5.27% for the year ended December 31, 2024 to 4.41% for the year ended December 31, 2025. We did incur $1.5 million in interest expense for the year ended December 31, 2025 as compared to $921 thousand for the year ended December 31, 2024 related to the replacement of $20 million of outstanding subordinated notes issued in September 2020 which carried an interest rate of 4.25%. The replacement was part of a $25 million subordinated note issuance during September 2025 which carries an interest rate of 6.50%.

Net Interest Income. Net interest income increased $12.3 million, or 13.4%, to $104.1 million for the year ended December 31, 2025 from $91.8 million for the year ended December 31, 2024 due primarily to an increase in net interest margin. The net interest margin increased 35 basis points to 4.18% for the year ended December 31, 2025 from 3.83% for the year ended December 31, 2024 due to the increase in interest and fees on loans during the year combined with lower costs associated with interest bearing liabilities. The fed funds rate reductions by the FRB as part of its 2025 interest rate policy created lower costs associated with deposits and borrowings. Net interest-earning assets increased by $69.4 million to $854.3 million for the year ended December 31, 2025 from $784.9 million for the year ended December 31, 2024. Net interest rate spread increased by 42 basis points to 3.53% for the year ended December 31, 2025 from 3.11% for the year ended December 31, 2024, reflecting a 31 basis points decrease in the average rate paid on interest-bearing liabilities, and an 11 basis points increase in the average yield on interest-earning assets.

Provision for Credit Losses. Our provision for credit losses was $7.8 million for the year ended December 31, 2025 compared to $7.7 million for the year ended December 31, 2024. The provision for 2025 was driven mainly by growth of the Company’s loan portfolio. The provision for the year ended December 31, 2024 included a credit provision associated with the recovery of $1.9 million related to Signature Bank subordinated debt which was previously written off. No reserves for investment securities were recorded during 2025 or 2024. The allowance for credit losses was $28.3 million, or 1.45%, of loans outstanding at December 31, 2025 compared to $26.1 million, or 1.44%, of loans outstanding at December 31, 2024.

For the year ended December 31, 2025, the provision for credit losses for loans totaled $7.8 million as compared to $9.6 million for the year ended December 31, 2024. The improvement in the provision for credit losses for loans during 2025 as compared to 2024 was the result of lower specific reserves associated with nonperforming loans.

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Noninterest Income. Noninterest income information is as follows:

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Noninterest income increased by $7.2 million, or 44.9%, to $23.2 million for the year ended December 31, 2025 from $16.0 million for the year ended December 31, 2024. The growth included increased fee income in each of the Company’s fee income categories, including investment advisory income, trust income, and service charges on deposit accounts. Investment advisory income and trust income increased $814 thousand and $1.0 million, respectively, primarily the result of asset growth and the impact of equity markets and the interest rate environment. The year ended December 31, 2025 also included BOLI proceeds of $3.6 million related to policy proceeds from a death benefit and $932 thousand of insurance proceeds related to a claim for a previous fraudulent incident as well as a $1.2 million gain related to the sale of a branch location, partially offset by a $568 thousand loss connected to a $15 million repositioning of our investment securities portfolio. Service charges on deposit accounts increased $349 thousand during 2025 as compared to 2024 directly related to customer activity.

Noninterest Expense. Noninterest expense information is as follows:

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Noninterest expense increased $2.7 million, or 4.1%, to $67.9 million during the year ended December 31, 2025 from $65.2 million during the year ended December 31, 2024. The increase in noninterest expense for the year ended December 31, 2025 as compared to the prior year was mainly due to a $1.9 million increase in computer software expenses and technology, a $919 thousand increase in salaries, a $684 thousand increase in employee benefits, a $398 thousand increase in advertising expense, and a $338 thousand increase in occupancy expense partially offset by a $2.1 million decrease in other expenses.

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For the year ended December 31, 2025 compared to the year ended December 31, 2024:

•Computer software expense increased as part of technology expansion, which included additional customer facing services as well as investment in data mining and artificial intelligence.

•Salaries increased primarily as a result of employee hiring costs necessary to support the growth of the Company, along with increased salaries in the normal course of business and increased competition.

•Employee benefits increased mainly due to continued escalations of insurance costs.

•Advertising expense increased as the Company expanded its market presence within the Westchester and Bronx markets as well as enhanced promotion of OIA and the Bank’s trust group.

•Other expenses decreased mainly due to expenses recognized during fourth quarter 2024 related to a fraudulent incident within one of our branches and certain costs associated with a nonperforming loan participation and associated lawsuit.

Income Tax Expense. We recorded an income tax expense of $9.9 million for the year ended December 31, 2025, reflecting an effective tax rate of 19.3%. For the year ended December 31, 2024, we recorded an income tax expense of $6.9 million, reflecting an effective tax rate of 19.9%. The increased tax expense was reflective of the growth in pre-tax income during 2025.

Financial Position and Results of Operations of our Wealth Management Business Segment

We conduct our business through two business segments: (1) our banking business segment, which involves the delivery of loan and deposit products to our customers through Orange Bank & Trust Company that provides revenues in our banking business segment; and (2) our wealth management business segment, which includes asset management and trust services to individuals and institutions through OIA and Orange Bank & Trust Company that provides trust and investment management fee income in our wealth management business segment. For further information, see Note 20 of the Notes to the Audited Consolidated Financial Statements.

The following tables present the statements of income and total assets for our reportable business segments at or for the years indicated:

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Comparison at or for the years ended December 31, 2025 and 2024. The market value of assets under management and/or administration at December 31, 2025 and 2024 was approximately $1.9 billion at December 31, 2025, and $1.8 billion at December 31, 2024. This includes assets held at both Orange Bank & Trust Company and OIA at December 31, 2025 and 2024, respectively. This increase was due to continued acquisition of new assets under management combined with an increase in the market value of assets under management.

Our income related to our wealth management business segment, which we record as noninterest income, increased $1.9 million, or 15.2%, to $14.1 million for the year ended December 31, 2025 compared to $12.2 million for the year ended December 31, 2024. The increase was mainly due to the impact of equity markets and growth of assets during the year.

Our expenses related to our wealth management business segment, which we record as noninterest expense, decreased $216 thousand, or 2.4%, to $8.9 million for the year ended December 31, 2025 compared to $9.1 million for the year ended December 31, 2024. The decrease was due to a management focus on operating costs as well as a reduction in compensation costs during 2025.

Liquidity and Capital Resources

Liquidity. Liquidity is the ability to meet current and future financial obligations of a short-term nature. Our primary sources of funds consist of deposit inflows, loan repayments and maturities and sales of securities. While maturities and scheduled amortization of loans and securities are predictable sources of funds, deposit flows and mortgage prepayments are greatly influenced by general interest rates, economic conditions and competition.

We regularly review the need to adjust our investments in liquid assets based upon our assessment of: (1) expected loan demand, (2) expected deposit flows, (3) yields available on interest earning deposits and securities, and (4) the objectives of our asset/liability management program. Excess liquid assets are invested generally in interest earning deposits and short- and intermediate-term securities.

Our most liquid assets are cash and due from banks. The levels of these assets are dependent on our operating, financing, lending and investing activities during any given period. At December 31, 2025 and December 31, 2024, cash and due from banks totaled $204.2 million and $150.3 million, respectively. Securities classified as available-for-sale, which provide additional sources of liquidity, totaled $419.4 million at December 31, 2025 and $443.8 million at December 31, 2024.

Certificates of deposit due within one year of December 31, 2025 totaled $148.8 million, or 93.6% of total certificates of deposit. At December 31, 2025, total certificates of deposit were $159.0 million or 6.9% of total deposits.

We continue to participate in the IntraFi Network, allowing us to provide access to multi-million-dollar FDIC deposit insurance protection on deposits for customers, businesses and public entities. We can elect to sell or repurchase this funding as reciprocal deposits from other IntraFi Network banks depending on our funding needs. At December 31, 2025, we had a total of $101.8 million of IntraFi Network deposits, all of which were repurchased as reciprocal deposits from the IntraFi Network.

Although customer deposits remain our preferred source of funds, maintaining back up sources of liquidity is part of our prudent liquidity risk management practices. We have the ability to borrow from the Federal Home Loan Bank of New York (“FHLBNY”). At December 31, 2025, we had $10.0 million in advances outstanding along with $87.4 million in Municipal Letter of Credits and the ability to borrow up to an additional $555.3 million from the FHLBNY. Additional funding is available to us through collateralized lines of credit with the Federal Reserve. The combined availability at the Federal Reserve, between the Discount Window and the Borrower-In-Custody program, was approximately $228.4 million at December 31,2025. At December 31, 2025, the Bank was not utilizing any available funding from the Federal Reserve. Additionally, we had a total of $20.0 million of discretionary lines of credit with certain correspondent banks at December 31, 2025. We also have a borrowing agreement with Atlantic Community Bankers Bank (“ACBB”) to provide short-term borrowings of $5.0 million at December 31, 2025. There were no outstanding borrowings with ACBB at December 31, 2025.

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Our cash flows are comprised of three primary classifications: cash flows from operating activities, investing activities, and financing activities. Net cash provided by operating activities was $43.9 million and $34.6 million for the year ended December 31, 2025 and the year ended December 31, 2024, respectively. Net cash used in investing activities, which consists primarily of disbursements for loan originations and the purchase of securities, offset by principal collections on loans, proceeds from the sale of securities and proceeds from maturing securities and pay downs on securities, was $74.2 million and $29.4 million for the year ended December 31, 2025 and the year ended December 31, 2024, respectively. Net cash from financing activities, consisting of activity in deposit accounts, borrowings, capital and debt issuances was $84.2 million for the year ended December 31, 2025 and net cash used by financing activities for the year ended December 31, 2024, was $2.2 million.

We are committed to maintaining a strong liquidity position. We monitor our liquidity position daily. We anticipate that we will have sufficient funds to meet our current funding commitments. Based on our deposit retention experience and growth in 2025, current pricing strategy and regulatory restrictions, we anticipate that a substantial portion of maturing time deposits will be retained and renewed, and that we can supplement our funding with borrowings in the event that we allow these deposits to run off at maturity.

Capital Resources. We are subject to various regulatory capital requirements administered by the FRB and New York State Department of Financial Services. At December 31, 2025 and December 31, 2024, we exceeded all applicable regulatory capital requirements, and were considered “well capitalized” under regulatory guidelines. See Note 13 to the Notes to the Consolidated Audited Financial Statements appearing elsewhere in this Annual Report on Form 10-K for actual and required capital amounts and ratios at December 31, 2025 and December 31, 2024.

Off-Balance Sheet Arrangements

Off-Balance Sheet Arrangements. We are a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of our customers. These financial instruments include commitments to extend credit, which involve elements of credit and interest rate risk in excess of the amount recognized in the consolidated balance sheets. Our exposure to credit loss is represented by the contractual amount of the instruments. We use the same credit policies in making commitments as we do for on-balance sheet instruments.

At December 31, 2025, we had $424.3 million in loan commitments outstanding. We also had $18.6 million in standby letters of credit at December 31, 2025. At December 31, 2024, we had $390.6 million in loan commitments outstanding. We also had $15.5 million in standby letters of credit at December 31, 2024.

For further information, see Note 16 to the Notes to the Consolidated Audited Financial Statements appearing elsewhere in this Annual Report on Form 10-K.

Effect of Inflation and Changing Prices

The consolidated financial statements and related financial data included in this Annual Report on Form 10-K have been prepared in accordance with generally accepted accounting principles in the United States of America, which require the measurement of financial position and operating results in terms of historical dollars without considering the change in the relative purchasing power of money over time due to inflation. The primary impact of inflation on our operations is reflected in increased operating costs. Unlike most industrial companies, virtually all the assets and liabilities of a financial institution are monetary in nature. As a result, interest rates generally have a more significant impact on a financial institution’s performance than the impact of general levels of inflation. Interest rates do not necessarily move in the same direction or to the same extent as the prices of goods and services.

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