Orange Cnty Bancorp Inc SEC Filings

Orange County Bancorp, Inc. (OBT) – Form 4 filing dated 07/02/2025

Director Gregory F. Holcombe reported a routine compensation-related equity transaction. On 07/01/2025 he received 826 phantom stock units at a reference price of $26.49 per unit. Phantom stock is economically equivalent to common shares and will be settled in stock when the director separates from service.

Updated ownership after the transaction

• Direct common shares: 68,953
• Indirect common shares: 96,414 (held via foundation, LLC and trust)
• Derivative (phantom) units: 21,083

No common shares were bought or sold on the open market; the filing simply reflects an incremental increase in deferred compensation. The director continues to be classified as an inside director rather than a 10 % owner.

Because the award size (< $25 k) is immaterial relative to Mr. Holcombe’s existing 165 k+ share position and OBT’s public float, the filing is considered routine and carries limited market impact.

JPMorgan Chase Financial Company LLC, fully guaranteed by JPMorgan Chase & Co., is offering Auto Callable Contingent Interest Notes maturing 4 February 2027 that are linked individually (not basket-linked) to the Nasdaq-100® Technology Sector Index (NDXT) and the Russell 2000® Index (RTY). The $1,000-denominated notes target investors seeking high contingent income while accepting the possibility of principal loss.

Income mechanics: For any of the 18 monthly Review Dates, if the closing level of each Index is ≥ 75 % of its Initial Value (the “Interest Barrier”), the holder receives a Contingent Interest Payment of at least $7.50 per note (≥ 9 % p.a., paid 0.75 % monthly). If either Index closes below its Interest Barrier, no interest accrues for that period.

Auto-call feature: Starting with the sixth Review Date (2 Feb 2026) and on every subsequent Review Date except the final one, the notes are automatically called if both Indices close ≥ their respective Initial Values. The call price equals par plus the current Contingent Interest Payment, ending the trade early.

Maturity settlement: • If not previously called and the Final Value of each Index is ≥ 75 % of its Initial Value (the “Trigger Value”), investors receive par plus the final interest coupon.
• If the Final Value of either Index is < 75 % of its Initial Value, the redemption equals $1,000 + ($1,000 × Lesser Performing Index Return), exposing the holder to a loss of > 25 % and up to 100 % of principal.

Pricing metrics: Indicative estimated value is $962.90 per $1,000 note, at least $900.00 at pricing, implying an initial value discount of roughly 3.7 % to 10 %. Selling commissions to dealers are capped at $4.00 per note. The notes are expected to price 31 Jul 2025 and settle 5 Aug 2025 (CUSIP 48136FHP0).

Risk highlights: • No guaranteed interest or principal repayment. • Performance tied to the lesser performing index; adverse moves in only one index can negate coupons and trigger losses. • Credit exposure to both JPMorgan Chase Financial Company LLC and JPMorgan Chase & Co. • Liquidity is limited—no exchange listing and repurchases depend on dealer willingness. • Early autocalled proceeds may need reinvestment at lower yields. • Estimated value is below issue price due to embedded distribution and hedging costs.

Investor profile: Suitable for investors with a bullish-to-sideways view on both U.S. small-cap equities and large-cap technology stocks over 6–18 months, who are comfortable with single-name credit risk, potential illiquidity, payoff complexity and a capped return limited to cumulative coupons.

Orange County Bancorp, Inc. (OBT) – Form 4 filing dated 07/01/2025

Director Jonathan F. Rouis reported one reportable transaction: the acquisition of 170 shares of phantom stock on 07/01/2025 at a reference price of $26.49. Phantom stock is economically equivalent to common stock and will be settled in shares when the director separates from service. Following the grant, Rouis beneficially owns 5,630 phantom shares.

No open-market purchases or sales of OBT common stock were disclosed. The filing also restates the director’s current common-stock ownership: 9,295 shares held directly (including fully-vested restricted stock units) and 400 shares held indirectly through a spouse.

The grant appears to be routine director compensation and does not alter ownership percentages materially.

Offering overview: Morgan Stanley Finance LLC is issuing $2.853 million of Contingent Income Memory Auto-Callable Securities due 6 July 2028, fully and unconditionally guaranteed by Morgan Stanley. Each $1,000 note is linked to the worst-performing of Caterpillar (CAT) and Visa (V) common shares and is principal-at-risk.

Coupon mechanics: Investors earn a 9.00% p.a. contingent coupon (paid quarterly) only when the closing price of both underliers is ≥ the respective coupon barrier (56.5 % of initial level: CAT $219.339 / V $200.603). Missed coupons “memory” forward and are paid on the first subsequent observation date that satisfies the barrier test.

Auto-call feature: Starting 30 Sept 2025, the note is automatically redeemed if the closing level of each underlier is ≥ its call threshold (100 % of initial). Early redemption pays par plus any due or unpaid coupons; no further payments thereafter.

Maturity scenarios (if not called):

• If each final level ≥ downside threshold (same 56.5 % barrier) – investor receives par plus final coupon(s).
• If either final level < downside threshold – repayment equals par × worst-performer’s price ratio, producing a 1 % principal loss per 1 % stock decline; payment could be zero.

Key economic terms: Initial levels CAT $388.21 / V $355.05. Estimated value on pricing date: $973.20 (reflecting issuer spread and hedging costs). Dealer selling commission: $20 per note. Notes are unlisted, unsecured senior obligations of MSFL, ranking pari passu with Morgan Stanley’s other unsecured debt.

Risk highlights: 1) No principal protection; double-trigger worst-of structure amplifies loss probability. 2) Potential for no coupons over entire term. 3) Early call risk limits upside. 4) Secondary market likely illiquid and quoted below par; MS & Co. is sole potential market-maker. 5) Credit exposure to Morgan Stanley.

Investor profile: Suitable only for investors comfortable with equity downside risk, issuer credit risk and limited liquidity in exchange for a high contingent yield and short-to-medium-term call opportunity.

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is issuing $10 million of Autocallable Phoenix Securities linked to Thermo Fisher Scientific Inc. (TMO) common stock. Each $1,000 note may pay a contingent monthly coupon of 1.4667% (≈17.60% annualised) if, on the relevant valuation date, TMO closes at or above the coupon barrier of 85% of the initial share price ($347.038).

• Automatic early redemption: If TMO ≥ initial share price ($408.28) on any of the 11 interim dates, investors receive $1,000 plus the current coupon (including any previously missed payments) and the note terminates.
• Downside risk: If not redeemed and TMO closes below the final barrier (also 85% of initial price) on 30 Jun 2026, principal is reduced by 117.647% of the decline beyond the 15% buffer, exposing investors to losses up to 100%.
• No upside participation: Investors do not benefit from TMO price appreciation beyond coupons and forgo dividends.
• Pricing & liquidity: Issue price is $1,000; estimated value is $992.70. Notes are unlisted; secondary market, if any, will be made solely by CGMI at its discretion.
• Credit & structural risks: Payments depend on the credit of Citigroup Global Markets Holdings Inc. and Citigroup Inc. Complex tax treatment remains uncertain; withholding of 30% may apply to non-U.S. holders.