Orange County Bancorp (OBT) Form 4 — Insider Sale and SERP Phantom Stock Disclosed

Rhea-AI Filing Summary

Gregory Sousa, EVP and Deputy Chief Legal Officer of Orange County Bancorp, Inc. (OBT), reported changes in his beneficial ownership on Form 4 dated 09/16/2025. The filing shows a disposition of 10,280 shares of Common Stock and reports indirect ownership of 5,263 shares through a 401(k) plan. The filing also records the acquisition of phantom stock interests under a Performance-Based SERP that may be settled in shares, and shows 3,659 shares reported as directly owned following a prior phantom stock transaction. The filing discloses multiple restricted stock unit (RSU) grants with staggered vesting schedules: one vesting beginning March 11, 2024, another beginning March 21, 2025, and a third beginning March 20, 2026. All items are presented as required under Section 16 reporting rules.

Positive

• Timely and complete Section 16 disclosure by the reporting officer
• Ongoing equity alignment through RSUs with staggered vesting and Performance-Based SERP phantom stock that may convert to shares
• Retirement-plan ownership disclosed (5,263 shares held indirectly via 401(k))

Negative

• Disposition of 10,280 common shares was reported, which reduces the reporting person's direct holdings
• Filing lacks price and proportion context (no clear indication of percentage of total holdings or rationale for sale)

Insights

Financial Analyst

TL;DR: Routine insider reporting showing a notable sale and continued indirect and direct holdings via retirement plan and SERP instruments.

The Form 4 discloses a 10,280-share disposition, alongside retained positions including 5,263 shares held indirectly in a 401(k) and 3,659 shares reported as directly owned following phantom stock accounting. The filing also details RSU grants with multi-year vesting, indicating ongoing compensation alignment with shareholder interests. This is a compliance-driven filing; absent additional context on price or proportion of total holdings, the transaction should be seen as informative rather than clearly material to the company’s valuation.

Corporate Governance Expert

TL;DR: Disclosure aligns with executive compensation mechanics; phantom stock and RSUs reflect standard SERP and equity-based pay.

The document explicitly describes phantom stock under a Performance-Based SERP that may be settled in shares and multiple RSU schedules that vest one-third annually. These elements suggest compensation is tied to multi-year performance or retention. The sale of 10,280 shares is recorded but the filing provides no context on whether proceeds relate to tax withholding on vesting, routine diversification, or other purpose. From a governance standpoint, the filing is complete and transparent about the nature and timing of equity interests.

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).

1. Name and Address of Reporting Person^*

Sousa Gregory

(Last) (First) (Middle)

212 DOLSON AVENUE

(Street)

MIDDLETOWN NY 10940

(City) (State) (Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
09/16/2025

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

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

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

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								10,280(1)(2)(3)	D
Common Stock								5,263(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)	09/16/2025		A		$18		(5)	(5)	Common Stock	18	$25.95	3,659	D

Explanation of Responses:

1. Includes restricted stock units which vest at a rate of 1/3 per year commencing on March 11, 2024.

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

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

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	09/17/2025
	** 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.

FAQ

What did Gregory Sousa (OBT) report on the Form 4 filed 09/17/2025?

The filing reports a disposition of 10,280 shares of Common Stock, indirect ownership of 5,263 shares via a 401(k), acquisition of phantom stock interests under a Performance-Based SERP, and 3,659 shares reported as directly owned following phantom stock accounting.

Does the Form 4 show any restricted stock units (RSUs) for OBT executive Gregory Sousa?

Yes. The filing explicitly includes RSUs with vesting at a rate of one-third per year commencing on March 11, 2024; March 21, 2025; and March 20, 2026, respectively.

What are the phantom stock interests reported on the Form 4 for OBT?

The filing states the phantom stock interests are part of a Performance-Based SERP and may be settled in shares of company stock upon distribution based on the reporting person's prior election.

How many shares does the filing show as directly owned after the reported transactions?

The filing shows 3,659 shares reported as directly owned following the reported phantom stock transaction.

Is there an explanation for the 10,280-share disposition in the filing?

No. The Form 4 records the disposition of 10,280 shares but does not provide a reason, sale price, or indicate whether the transaction was for tax withholding or other purposes.

Was the Form 4 filed jointly or by a single reporting person?

The form indicates it was filed by one reporting person (the box for 'Form filed by One Reporting Person' is checked).