Orange County Bancorp: Rouis gets stock-linked award

The director's phantom-stock units are payable upon separation from service, and his direct common-stock holdings include restricted stock units.

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Rhea-AI Filing Summary

Orange County Bancorp, Inc. director Jonathan F. Rouis acquired 121 shares of phantom stock on October 1, 2026, at $37.19 per share; his reported phantom-stock position afterward was 7,535 shares. Each phantom share is economically equivalent to one common share and becomes payable upon his separation from service as a director. He also reported 9,166 directly held common shares, including restricted stock units, and 400 common shares held indirectly by his spouse.

Insider Trade Summary

Grant/Award: 0 shares

Grant/Award 3 txns

Insider Rouis Jonathan F

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Phantom Stock ^F3	--	$37.19	--
holding	Common Stock ^{F1, F2}	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Phantom Stock — 7,535 contracts (Direct); Common Stock — 9,166 shares (Direct); Common Stock — 400 shares (Indirect, By Spouse)

Footnotes (3)

F1. Includes restricted stock units which vest 100% as of the date of grant and are settled in shares of Issuer common stock upon separation from service of the reporting person.
F2. Includes restricted stock units which vest 100% on February 19, 2027, and are settled in shares of Issuer common stock upon separation from service of the reporting person.
F3. Each share of phantom stock is the economic equivalent of one share of common stock and becomes payable upon the reporting person's separation of service as a director.

Key Figures

Phantom stock acquired: 121 shares Phantom stock price: $37.19 per share Phantom stock after award: 7,535 shares +2 more

5 metrics

Phantom stock acquired 121 shares October 1, 2026

Phantom stock price $37.19 per share October 1, 2026

Phantom stock after award 7,535 shares Reported following the October 1, 2026 transaction

Direct common shares 9,166 shares Reported October 1, 2026; includes restricted stock units

Spouse-held common shares 400 shares Reported as indirectly held by his spouse

Key Terms

Phantom Stock, restricted stock units, separation of service

3 terms

Phantom Stock financial

"Each share of phantom stock is the economic equivalent of one share of common stock"

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.

restricted stock units financial

"Includes restricted stock units which vest 100% on February 19, 2027"

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.

separation of service financial

"becomes payable upon the reporting person's separation of service as a director"

FAQ

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

How many phantom shares did OBT director Jonathan F. Rouis acquire?

Jonathan F. Rouis acquired 121 shares of phantom stock on October 1, 2026, at $37.19 per share. His reported phantom-stock position afterward was 7,535 shares.

What are the vesting terms for Jonathan F. Rouis's OBT restricted stock units?

The 9,166 directly held common shares include restricted stock units. Some vest 100% as of the grant date, while others vest 100% on February 19, 2027; the units are settled in shares of Orange County Bancorp common stock upon separation from service.

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

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Available on EDGAR 10/02/2026 - 04:20 PM Accepted by SEC EDGAR 10/02/2026 - 04:19 PM

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^*

Rouis Jonathan F

(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)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
10/01/2026

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)

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock								9,166⁽¹⁾⁽²⁾	D
Common Stock								400	I	By Spouse

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Phantom Stock	⁽³⁾	10/01/2026		A		$121		⁽³⁾	⁽³⁾	Common Stock	121	$37.19	7,535	D

Explanation of Responses:

1. Includes restricted stock units which vest 100% as of the date of grant and are settled in shares of Issuer common stock upon separation from service of the reporting person.

2. Includes restricted stock units which vest 100% on February 19, 2027, and are settled in shares of Issuer common stock upon separation from service of the reporting person.

3. Each share of phantom stock is the economic equivalent of one share of common stock and becomes payable upon the reporting person's separation of service as a director.

	/s/ Jennifer Staub, pursuant to power of attorney	10/02/2026
	** 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)

Source: View Original Filing on SEC EDGAR