Director Richard Rowley adds phantom stock in Orange County Bancorp (OBT)

Rhea-AI Filing Summary

Orange County Bancorp director Richard B. Rowley reported updated equity holdings. On January 28, 2026, he received phantom stock that is economically equivalent to common stock and becomes payable when his board service ends. Following this, he beneficially owned 23,716 phantom stock units and 537,263 shares of common stock, including restricted stock units that vest either immediately at grant or on February 20, 2026, and are settled in common shares upon his separation from service.

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^*

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)
01/28/2026

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								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)	01/28/2026		A		$52		(3)	(3)	Common Stock	52	$29.7	23,716	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	01/30/2026
	** 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 does the Orange County Bancorp (OBT) Form 4 filing report?

The Form 4 reports updated equity holdings for director Richard B. Rowley. It shows a new phantom stock award granted January 28, 2026, and his resulting beneficial ownership in both phantom stock units and common shares of Orange County Bancorp.

Who is the insider in the latest Orange County Bancorp (OBT) Form 4?

The insider is director Richard B. Rowley. He is listed as a director of Orange County Bancorp, Inc., filing individually, and the form details his holdings in common stock, restricted stock units, and phantom stock linked to his board service.

What phantom stock did Richard B. Rowley receive from Orange County Bancorp (OBT)?

Rowley received phantom stock economically equivalent to common shares. Each phantom stock unit equals one common share in value and becomes payable when he separates from service as a director, with 23,716 phantom stock units beneficially owned after the reported transaction.

How many Orange County Bancorp (OBT) common shares does Richard B. Rowley hold after the filing?

Rowley beneficially owned 537,263 shares of common stock after the reported date. This total includes restricted stock units that either vest 100% on the grant date or on February 20, 2026, and are settled in common shares upon his separation from service.

How do Richard B. Rowley’s restricted stock units in Orange County Bancorp (OBT) vest?

His restricted stock units vest in two ways. Some vest 100% on the date of grant, while others vest 100% on February 20, 2026. All are settled in shares of common stock when he separates from service with Orange County Bancorp.

When are Richard B. Rowley’s phantom stock units in Orange County Bancorp (OBT) payable?

The phantom stock units are payable upon his separation from service as a director. Each unit is the economic equivalent of one share of common stock, aligning his deferred compensation with Orange County Bancorp’s share value over time.