Orange County Bancorp (OBT) CEO reports new stock grant and phantom units

Rhea-AI Filing Summary

Gilfeather Michael J reported acquisition or exercise transactions in this Form 4 filing.

Orange County Bancorp President and CEO Michael J. Gilfeather reported equity awards and updated holdings. He received a grant of 4,241 shares of common stock at no cost, bringing his directly held common stock to 111,029 shares. His phantom stock holdings, which are economically equivalent to common shares and become payable upon his separation of service as a director, now total 26,309 units. The filing also reports 16,200 common shares held indirectly through an IRA.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Gilfeather Michael J

Role President and CEO

Type	Security	Shares	Price	Value
Grant/Award	Phantom Stock	0	$28.35	--
Grant/Award	Common Stock	4,241	$0.00	--
holding	Common Stock	--	--	--

Holdings After Transaction: Phantom Stock — 26,309 shares (Direct); Common Stock — 111,029 shares (Direct); Common Stock — 16,200 shares (Indirect, By IRA)

Footnotes (1)

1. Includes restricted stock units which vest at a rate of 1/3 per year commencing on March 11, 2024. Includes restricted stock units which vest on December 31, 2026. Includes restricted stock units which vest at a rate of 1/3 per year commencing on March 21, 2025. Includes restricted stock units which vest at a rate of 1/3 per year commencing on March 20, 2026. 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.

Form 4 Insider Transactions: What Each Field Means →

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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Gilfeather Michael J

(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
X	Officer (give title below)		Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/19/2026

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	02/19/2026		A		4,241(2)	A	$0	111,029(1)(2)(3)(4)	D
Common Stock								16,200	I	By IRA

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)	02/19/2026		A		$4,580		(5)	(5)	Common Stock	4,580	$28.35	26,309	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 on December 31, 2026.

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

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

5. 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	02/23/2026
	** 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 OBT CEO Michael Gilfeather report on this Form 4?

Michael J. Gilfeather reported equity awards and updated holdings. He received a grant of 4,241 shares of Orange County Bancorp common stock at no cost and updated his reported phantom stock and IRA-held common stock positions accordingly.

How many Orange County Bancorp (OBT) shares does the CEO now hold directly?

After the reported grant, CEO Michael J. Gilfeather directly holds 111,029 shares of Orange County Bancorp common stock. This figure reflects his direct ownership following the 4,241-share stock award reported in the Form 4 filing for February 19, 2026.

What is the size of Michael Gilfeather’s phantom stock position in OBT?

Michael J. Gilfeather holds 26,309 units of phantom stock tied to Orange County Bancorp. Each phantom stock unit is economically equivalent to one share of common stock and becomes payable when he separates from service as a director, according to the filing footnote.

How many Orange County Bancorp shares does the CEO hold indirectly through an IRA?

The Form 4 reports that Michael J. Gilfeather holds 16,200 shares of Orange County Bancorp common stock indirectly through an IRA. This indirect ownership is separate from his 111,029 directly held shares and is specifically labeled as “By IRA” in the filing.

Were Michael Gilfeather’s new OBT shares in this Form 4 purchased on the open market?

No, the 4,241 new Orange County Bancorp shares reported were a grant or award, not an open-market purchase. The transaction code is “A” for an acquisition by grant or award, and the per-share transaction price is recorded as zero in the filing.

How do the OBT phantom stock units reported for the CEO work economically?

Each phantom stock unit is the economic equivalent of one Orange County Bancorp common share. According to the filing, these units become payable upon Michael J. Gilfeather’s separation of service as a director, providing cash or stock value aligned with the common stock.