Orange County Bancorp insider files Form 4 showing RSU vesting and phantom stock

Rhea-AI Filing Summary

Orange County Bancorp insider Olga Luz reported transactions on 09/16/2025 involving the company's common stock and derivative awards. The filing shows a disposition of 2,097 shares of common stock. The reporting person also recorded derivative activity: acquisition of phantom stock (described as economically equivalent to one share) and acquisition of 147 shares of common stock at $25.95. The form's notes state the 2,097 figure includes restricted stock units that vest 100% on February 20, 2026 and are settled in shares upon separation from service, and that phantom stock becomes payable upon separation as a director.

Insights

Financial Analyst

TL;DR: Insider sold 2,097 shares and recorded awards that vest or pay out on separation; transactions appear routine and not clearly material to valuation.

The Form 4 shows a reported disposition of 2,097 common shares and concurrent derivative award entries: a phantom stock award and 147 common shares registered at a $25.95 price. The filing also clarifies that 2,097 represents restricted stock units scheduled to vest on February 20, 2026 and that phantom stock is payable on separation. From a financial perspective, these are insider compensation and routine director-related transactions rather than an operational disclosure affecting near-term revenues or earnings.

Corporate Governance Expert

TL;DR: Transactions reflect director compensation and vesting mechanics; disclosure aligns with standard Section 16 reporting requirements.

The entries combine a disposal, a phantom stock award and a grant/recording of 147 shares at $25.95, plus explanatory notes on RSU vesting and phantom payout upon separation. This behavior is consistent with director equity compensation programs and required insider reporting. The form is signed via power of attorney, which is a common administrative practice for Form 4 filings.

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

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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)
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								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)	09/16/2025		A		$1		(2)	(2)	Common Stock	1	$25.95	147	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	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 insider transactions did Olga Luz report for OBT on 09/16/2025?

The Form 4 reports a disposition of 2,097 common shares, acquisition of phantom stock and acquisition/recording of 147 common shares at $25.95.

Do the 2,097 shares reported include restricted stock units?

Yes. The filing states the 2,097 amount includes restricted stock units that vest 100% on February 20, 2026 and are settled in shares upon separation from service.

What is the economic nature of the phantom stock reported?

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

Was the Form 4 signed directly by the reporting person?

The document shows it was executed by Jennifer Staub pursuant to power of attorney on 09/17/2025, per the signature block.

What price is shown for the 147 shares recorded in the filing?

The Form 4 lists a price of $25.95 associated with the 147 common shares in the derivative securities section.