Orange County Bancorp insider: 9,295-share sale and phantom stock grant

Rhea-AI Filing Summary

Orange County Bancorp insider filing (Form 4) — Jonathan F. Rouis, a company director, reported transactions dated 10/01/2025. The filing shows a disposition of 9,295 shares of common stock and continued indirect ownership of 400 shares through his spouse. The filing also records a grant/acquisition of 179 units of phantom stock priced at $25.10 per share equivalent, which are payable upon the reporting person’s separation as a director. Following the reported derivative activity, the reporting person beneficially owns 5,837 shares attributable to derivative securities. The form is signed via power of attorney on 10/02/2025.

Positive

• Phantom stock grant of 179 units priced at $25.10 provides director economic alignment on separation
• Restricted stock units include a clear vesting date of February 20, 2026 for certain grants

Negative

• Disposition of 9,295 common shares on 10/01/2025 reduced the director's direct holdings
• Form 4 shows a meaningful net change in direct holdings which could be viewed as a near-term liquidity event

Insights

Corporate Governance Analyst

Director reported a large share disposal and received phantom stock tied to future separation.

The director disposed of 9,295 common shares on 10/01/2025 while retaining indirect ownership of 400 shares through a spouse, which is an explicit change in direct holdings. Simultaneously, the director was allocated 179 phantom stock units priced at $25.10 that convert economically to common shares upon separation.

This combination — a near-term sale plus phantom units payable at departure — is factual in the filing and may reflect compensation structuring rather than routine open-market purchases; the filing does not state the reason for the disposal.

Securities Compliance Specialist

Form 4 discloses required changes in beneficial ownership and derivative holdings.

The filing complies with Section 16 disclosure by listing the transaction date (10/01/2025), the disposal of 9,295 shares, and derivative holdings of 5,837 shares after the reported activity. It also documents vesting terms in the explanations: certain restricted stock units vest on 2/20/2026 and others vest immediately as reserved.

The document is a routine SEC filing; it contains no assertions of litigation, corrective amendment, or exemptions.

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^*

Rouis Jonathan F

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
10/01/2025

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								9,295(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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Phantom Stock	(3)	10/01/2025		A		$179		(3)	(3)	Common Stock	179	$25.1	5,837	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 20, 2026 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	10/02/2025
	** 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 transactions did Jonathan F. Rouis report on Form 4 for OBT?

The filing reports a disposition of 9,295 common shares on 10/01/2025, indirect ownership of 400 shares by spouse, and a grant of 179 phantom stock units priced at $25.10.

When do the restricted stock units vest according to the Form 4?

The filing states some restricted stock units vest 100% on February 20, 2026, while others vest 100% as of the date of grant and settle upon separation.

How many shares are attributable to derivative securities after the reported transaction?

The Form 4 shows the reporting person beneficially owns 5,837 shares attributable to derivative securities following the reported activity.

What is the economic nature of the phantom stock units reported?

Each phantom stock unit is stated to be the economic equivalent of one common share and becomes payable when the reporting person separates as a director.

Who signed the Form 4 and when was it filed?

The filing is signed by /s/ Jennifer Staub, pursuant to power of attorney with a signature date of 10/02/2025.