Orange County Bancorp insider sale of 537,263 shares; RSU and phantom awards disclosed

Rhea-AI Filing Summary

Richard B. Rowley, a director of Orange County Bancorp, Inc. (OBT), reported transactions dated 10/01/2025. The filing shows a disposition of 537,263 shares of common stock. The report also shows acquisition entries for 872 phantom stock units (each unit equals one share and becomes payable upon separation of service) and lists 22,563 common sharesFebruary 20, 2026, and RSUs are settled in issuer common stock upon separation from service.

Positive

• Restricted stock units vest 100% as of grant for part of the award, per filing
• Additional RSUs vest 100% on February 20, 2026, providing clear vesting schedule

Negative

• Disposition of 537,263 common shares reported on 10/01/2025, a large decrease in direct holdings

Insights

Corporate Governance Expert

Insider reported a large outright share disposition and new director awards.

The Form 4 records a disposal of 537,263 common shares on 10/01/2025, a material change in the director's direct holdings as presented. Simultaneously, the filing documents grant/acquisition entries for 872 phantom stock units and shows 22,563 common shares tied to derivative/award instruments held after the transactions. These movements combine a significant share sale with compensation-related equity awards tied to future separation events.

Executive Compensation Analyst

Grants include RSUs that vest immediately and RSUs vesting 2/20/2026; phantom units vest on separation.

The explanatory notes state some restricted stock units "vest 100% as of the date of grant" and other RSUs "vest 100% on February 20, 2026," and that phantom stock is payable upon separation of service. These are compensation terms explicitly disclosed in the filing and indicate the director received equity awards with different vesting triggers rather than market-sale-driven payments for those specific awards.

10/02/2025 - 03:35 PM

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^*

Rowley Richard B

(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								537,263(1)(2)	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	(3)	10/01/2025		A		$872		(3)	(3)	Common Stock	872	$25.1	22,563	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 Richard B. Rowley report on Form 4 for OBT?

The Form 4 reports a disposition of 537,263 common shares on 10/01/2025, acquisition entries for 872 phantom stock units, and shows 22,563 common shares beneficially owned following reported derivative holdings.

Do any restricted stock units (RSUs) in the filing vest immediately?

Yes. The filing states some restricted stock units "vest 100% as of the date of grant" and are settled in shares upon separation from service.

When do the remaining RSUs vest according to the filing?

The filing explicitly states other restricted stock units "vest 100% on February 20, 2026" and are settled in common stock upon separation.

What is the nature of the phantom stock disclosed in the Form 4?

The filing explains 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.

What is the reporting person's relationship to Orange County Bancorp (OBT)?

The filing identifies Richard B. Rowley as a Director of Orange County Bancorp, Inc.