Orange County Bancorp EVP granted 23 phantom units

An Orange County Bancorp executive received additional phantom stock tied to performance, while maintaining direct and 401(k) common stock holdings.

This filing corrects an earlier one, and you can read the original Form 4 if you want to see what changed.

Rhea-AI Filing Summary

Orange County Bancorp, Inc. (symbol: OBT) is the issuer of record for a Form 4/A filing submitted to the SEC. Sousa Gregory reported acquisition or exercise transactions in this Form 4 filing.

Orange County Bancorp, Inc. (OBT) reported that executive vice president and deputy chief lending officer Gregory Sousa received a grant of phantom stock linked to 23 shares of Common Stock on September 15, 2026, at a reference value of $38.78 per share under the Performance-Based SERP, bringing his phantom stock balance to 4,992 units. As of that date, he also held 10,572 Common Shares directly, including restricted stock units vesting in annual thirds beginning in 2025, 2026, and 2027, and 7,065 Common Shares indirectly through a 401(k). No Rule 10b5-1 trading plan is reported.

Insider Trade Summary

Grant/Award: 0 shares

Grant/Award 3 txns

Insider Sousa Gregory

Role EVP and Deputy CLO

Type	Security	Shares	Price	Value
Grant/Award	Phantom Stock F5	--	$38.78	--
holding	Common Stock F1, F2, F3	--	--	--
holding	Common Stock F4	--	--	--

Holdings After Transaction: Phantom Stock — 4,992 contracts (Direct); Common Stock — 10,572 shares (Direct); Common Stock — 7,065 shares (Indirect, By 401(k))

Footnotes (5)

1. F1. Includes restricted stock units which vest at a rate of 1/3 per year commencing on March 21, 2025.
2. F2. Includes restricted stock units which vest at a rate of 1/3 per year commencing on March 20, 2026.
3. F3. Restricted stock units which vest at a rate of 1/3 per year commencing on March 19, 2027.
4. F4. Reflects transactions not required to be reported pursuant to Section 16 of the Securities Exchange Act of 1934, as amended.
5. F5. Represents deemed investments in connection with the Performance-Based SERP. Phantom stock interests under the Performance-Based SERP may be settled in shares of Company stock upon distribution to the reporting person, based on their prior election.

Key Figures

Phantom stock grant underlying shares: 23 shares Phantom stock reference value: $38.78 per share Phantom stock balance after grant: 4,992 units +3 more

6 metrics

Phantom stock grant underlying shares 23 shares Underlying Common Stock shares for the September 15, 2026 phantom stock grant

Phantom stock reference value $38.78 per share Reference value per underlying share for phantom stock deemed investment on September 15, 2026

Phantom stock balance after grant 4,992 units Total phantom stock interests under the Performance-Based SERP after the reported grant

Direct Common Stock holdings 10,572 shares Direct Common Stock held by Gregory Sousa as of September 15, 2026, including RSUs

Indirect Common Stock via 401(k) 7,065 shares Common Stock held indirectly by 401(k) as of September 15, 2026

RSU vesting schedule start dates March 21, 2025; March 20, 2026; March 19, 2027 Commencement dates for RSUs vesting 1/3 per year

Key Terms

Phantom stock, Performance-Based SERP, restricted stock units, Section 16 of the Securities Exchange Act of 1934

4 terms

Phantom stock financial

"Represents deemed investments in connection with the Performance-Based SERP. Phantom stock interests"

A phantom stock is a form of compensation that gives employees or executives the benefits of stock ownership, such as the increase in stock value, without actually giving them real shares. It acts like a promise to pay the employee the equivalent value of company stock later, often as a bonus or incentive. This allows companies to motivate and reward staff without diluting ownership or transferring actual shares.

Performance-Based SERP financial

"Represents deemed investments in connection with the Performance-Based SERP. Phantom stock"

restricted stock units financial

"Includes restricted stock units which vest at a rate of 1/3 per year"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

Section 16 of the Securities Exchange Act of 1934 regulatory

"Reflects transactions not required to be reported pursuant to Section 16 of the Securities"

A provision of federal securities law that requires company insiders—directors, officers and large shareholders—to publicly report their stock holdings and trades and to surrender any “short-swing” profits from purchases and sales within a six-month window. It acts like a rule that forces leaders to announce their trades and prevents quick buy-sell windfalls, giving investors transparency into insider activity and reducing opportunities for unfair gain.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did OBT executive Gregory Sousa report on September 15, 2026?

He reported a grant of phantom stock under the Performance-Based SERP, representing deemed investments linked to 23 shares of Orange County Bancorp Common Stock at a reference value of $38.78 per share, increasing his phantom stock balance to 4,992 units.

How many shares of Orange County Bancorp (OBT) common stock does Gregory Sousa hold directly?

As of September 15, 2026, Gregory Sousa held 10,572 shares of Common Stock directly, including restricted stock units that vest in three equal annual installments beginning on March 21, 2025, March 20, 2026, and March 19, 2027.

What indirect holdings of OBT common stock does Gregory Sousa report?

He reports 7,065 shares of Common Stock indirectly, held by a 401(k). A related footnote indicates these reflect transactions not required to be reported under Section 16 of the Securities Exchange Act of 1934, as amended.

Was the OBT Form 4/A transaction made under a Rule 10b5-1 trading plan?

No. The filing indicates that no Rule 10b5-1 trading plan is reported for the transactions disclosed, meaning the grant and holdings are not identified as part of a pre-arranged trading plan in this report.

What is the nature of the phantom stock reported by the OBT executive?

The phantom stock represents deemed investments in the Performance-Based SERP. These phantom stock interests may be settled in shares of Company stock upon distribution to Gregory Sousa, based on his prior election, and are linked economically to Common Stock.

How do the restricted stock units for OBT’s executive vest over time?

The filing states that certain restricted stock units vest at a rate of 1/3 per year, commencing on March 21, 2025 and March 20, 2026, with another grant vesting 1/3 per year commencing on March 19, 2027.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/21/2026 - 04:49 PM Accepted by SEC EDGAR 09/21/2026 - 04:48 PM Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Sousa Gregory

(Last) (First) (Middle)

212 DOLSON AVENUE

(Street)

MIDDLETOWN NEW YORK 10940

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Orange County Bancorp, Inc. /DE/ [ OBT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP and Deputy CLO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/15/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)
09/16/2026

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock								10,572(1)(2)(3)	D
Common Stock								7,065(4)	I	By 401(k)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Phantom Stock	(5)	09/15/2026		A		$23		(5)	(5)	Common Stock	23	$38.78	4,992	D

Explanation of Responses:

1. Includes restricted stock units which vest at a rate of 1/3 per year commencing on March 21, 2025.

2. Includes restricted stock units which vest at a rate of 1/3 per year commencing on March 20, 2026.

3. Restricted stock units which vest at a rate of 1/3 per year commencing on March 19, 2027.

4. Reflects transactions not required to be reported pursuant to Section 16 of the Securities Exchange Act of 1934, as amended.

5. Represents deemed investments in connection with the Performance-Based SERP. Phantom stock interests under the Performance-Based SERP may be settled in shares of Company stock upon distribution to the reporting person, based on their prior election.

	/s/ Jennifer Staub, pursuant to power of attorney	09/21/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)