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
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.
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.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Phantom Stock | 0 | $25.10 | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
Footnotes (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. 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. 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.
