Director at Orange County Bancorp (OBT) receives stock awards and returns shares

Rhea-AI Filing Summary

Orange County Bancorp director Gregory F. Holcombe reported a mix of stock awards and a share disposition. On February 19, 2026, he acquired 866 shares of common stock as a grant that vests 100% on February 19, 2027 and will be settled in common shares upon his separation from service. On February 20, 2026, he received a grant of phantom stock, bringing his phantom stock balance to 22,997 units, each economically equivalent to one common share and payable after he leaves the board. That same day, he disposed of 995 common shares back to the issuer, leaving 68,824 directly held common shares. Separate indirect holdings in a foundation and three trusts, including 14,920 and 12,054 shares and two positions of 34,720 shares, were reported as continuing under indirect ownership.

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^*

HOLCOMBE GREGORY F

(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)
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		866(4)	A	$0	69,819(1)(2)	D
Common Stock	02/20/2026		D		995	D	(2)	68,824(1)(2)	D
Common Stock								14,920	I	By Foundation
Common Stock								12,054	I	By Trust 1
Common Stock								34,720	I	By Trust 2
Common Stock								34,720	I	By Trust 3

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)	02/20/2026		A		$1,011		(3)	(3)	Common Stock	1,011	(2)	22,997	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. Restricted stock units which vest 100% on February 20, 2026 (including accumulated dividends) and were deferred into the Orange County Bancorp, Inc. Stock-Based Deferral Plan, as amended and restated. The restricted stock units will settle in shares of Issuer common stock upon the reporting person's separation from service.

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.

4. Restricted stock units which vest 100% on February 19, 2027, and are settled in shares of Issuer common stock upon separation from service of the reporting person.

	/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 Gregory F. Holcombe report for Orange County Bancorp (OBT)?

Gregory F. Holcombe reported stock awards and one share disposition. He received 866 common shares as a grant, additional phantom stock units, and disposed of 995 common shares back to the issuer, leaving 68,824 common shares held directly afterward.

What is the nature of the stock grants Holcombe received from Orange County Bancorp (OBT)?

Holcombe received restricted stock units that vest 100% on February 19, 2027. These units, including accumulated dividends, will be settled in shares of Orange County Bancorp common stock when he separates from service, aligning his compensation with long-term shareholder interests.

How does the phantom stock reported by Holcombe in OBT work?

Each phantom stock unit is economically equivalent to one Orange County Bancorp common share. The units become payable in value when Holcombe separates from service as a director, providing deferred, stock-linked compensation without issuing actual shares immediately.

Did Gregory F. Holcombe sell Orange County Bancorp (OBT) shares in the open market?

No open-market sale was reported. The Form 4 shows a disposition of 995 common shares coded as a transfer to the issuer, rather than a market sale, and separate from the stock and phantom stock awards he received.

What indirect Orange County Bancorp (OBT) holdings does Holcombe report?

Holcombe reports indirect ownership of common stock through a foundation and three trusts. Reported positions include 14,920 shares via a foundation, 12,054 shares via one trust, and two separate trust holdings of 34,720 shares each, all classified as indirect ownership.

How many Orange County Bancorp (OBT) common shares does Holcombe hold directly after these transactions?

After the reported award and disposition, Holcombe directly holds 68,824 common shares. This figure reflects his direct ownership following the 866-share stock grant and the 995-share disposition back to Orange County Bancorp.