Orange County Bancorp (OBT) director reports sale and phantom stock grant

Rhea-AI Filing Summary

Olga Luz Tirado, a director of Orange County Bancorp, Inc. (OBT), reported transactions dated 10/01/2025. The filing shows a disposition of 2,097 shares of common stock and the acquisition of 50 phantom stock units that are the economic equivalent of common shares and become payable upon her separation as a director. The filing also notes restricted stock units that vest 100% on February 20, 2026 and will be settled in shares upon separation from service. Following the reported transactions the form lists 197 shares of common stock beneficially owned (direct). The form was signed under power of attorney on 10/02/2025.

Positive

• Received 50 phantom stock units (economic equivalent to common shares) providing deferred compensation
• Restricted stock units vesting 100% on February 20, 2026, indicating scheduled retention-linked awards

Negative

• Disposition of 2,097 common shares on October 1, 2025, reducing direct beneficial ownership to 197 shares

Insights

Corporate Governance Expert

Director sold shares and received deferred/phantom compensation.

The Form 4 documents a sale of 2,097 common shares and the grant/acquisition of 50 phantom stock units on 10/01/2025. Phantom units are described as economically equivalent to common shares and are payable only upon the director's separation of service, indicating these are deferred, non‑voting compensation rather than immediately liquid equity.

This matters because the sale reduces the director's direct share count to the 197 shares listed post-transaction, while the phantom units and restricted stock units (vesting 02/20/2026) represent contingent future economic exposure rather than current voting stock.

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^*

Tirado Olga Luz

(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								2,097(1)	D

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	(2)	10/01/2025		A		$50		(2)	(2)	Common Stock	50	$25.1	197	D

Explanation of Responses:

1. 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.

2. 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

Who filed this Form 4 for Orange County Bancorp (OBT)?

The reporting person is Olga Luz Tirado, identified as a director of the issuer.

What transactions are reported on the Form 4 for OBT?

The form reports a disposition of 2,097 common shares and the acquisition of 50 phantom stock units on 10/01/2025.

How many shares does the reporting person own after the transactions?

The filing lists 197 shares of common stock beneficially owned following the reported transactions.

Are there any vesting dates or conditions disclosed?

Yes. The filing states restricted stock units vest 100% on February 20, 2026 and phantom stock is payable upon separation of service.

When was the Form 4 signed and filed?

The document is signed under power of attorney on 10/02/2025 and reports transactions dated 10/01/2025.