Item 7.01 Regulation FD Disclosure

At a meeting on January 19, 2021, the Board of Directors of Cortland Bancorp (the "Company") adopted a new stock repurchase program ("program"). Under the program, the Company is authorized to repurchase up to 200,000 of its 4,223,153 issued and outstanding shares, equating to approximately 4.7%. The repurchase plan approved March 18, 2020 expired on December 31, 2020. At the time the Program expired, the Company had repurchased 146,318 shares from the 300,000 shares authorized for repurchase in 2020. The new program is effective immediately through December 31, 2021 but may be limited or terminated at any time without prior notice.

The 200,000 share repurchase authorization for 2021 positions the Company to enhance the value of its stock and to manage its capital. The Company's action allows management to make repurchases, without further board approval, when stock purchases are deemed prudent. The Board believes that a stock repurchase plan is an important tool that can be utilized to enhance long-term shareholder value. Share repurchases will be made periodically as permitted by securities laws and other legal requirements and will be subject to market conditions as well as other factors. Repurchases may be made in the open market, through block trades or otherwise, and in privately negotiated transactions.

The Board's action authorizes the Company to execute one or more 10b5-1 trading plans. The trading plans would allow the Company to repurchase shares at times when the Company otherwise might be prevented from doing so under insider trading laws by requiring that an agent selected by the Company repurchase shares of common stock on the Company's behalf.

A copy of the news release, dated January 21, 2021, announcing the Program is attached to this Current Report as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

Exhibit 99.1 - Press Release dated January 21, 2021

Exhibit 104 - Cover Page Interactive Data File (formatted as Inline XBRL).

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