Orange County Bancorp (OBT) director granted stock units and surrenders shares

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(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Orange County Bancorp, Inc. director Richard B. Rowley reported equity compensation and a related share surrender. On February 19, 2026, he received an award of 866 shares of common stock, bringing his direct common stock holdings to 538,129 shares. On February 20, 2026, he disposed of 995 common shares to the issuer, leaving 537,134 shares held directly.

On the same date, he also acquired phantom stock, which brought his phantom stock balance to 24,727 units. Each phantom stock unit is economically equivalent to one share of common stock and becomes payable, along with certain restricted stock units that vest 100% on February 20, 2026 and February 19, 2027, in issuer common stock upon his separation from service.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Rowley Richard B

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Phantom Stock	0	$0.00	--
Disposition	Common Stock	995	$0.00	--
Grant/Award	Common Stock	866	$0.00	--

Holdings After Transaction: Phantom Stock — 24,727 shares (Direct); Common Stock — 537,134 shares (Direct)

Footnotes (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. 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. 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. 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.

Form 4 Insider Transactions: What Each Field Means →

02/23/2026 - 03:56 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).

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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/19/2026		A		866⁽⁴⁾	A	$0	538,129⁽¹⁾⁽²⁾	D
Common Stock	02/20/2026		D		995	D	⁽²⁾	537,134⁽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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Phantom Stock	⁽³⁾	02/20/2026		A		$1,011		⁽³⁾	⁽³⁾	Common Stock	1,011	⁽²⁾	24,727	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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did OBT director Richard B. Rowley report?

Richard B. Rowley reported grants of common stock and phantom stock, plus a disposition of shares to the issuer. He received 866 common shares, surrendered 995 shares back to the company, and increased his phantom stock holdings to 24,727 units.

How many Orange County Bancorp (OBT) shares does Richard B. Rowley now hold directly?

After the reported transactions, Richard B. Rowley directly holds 537,134 shares of Orange County Bancorp common stock. This reflects an award of 866 shares followed by a disposition of 995 shares to the issuer on February 20, 2026.

What is the phantom stock reported by OBT director Richard B. Rowley?

The phantom stock represents units economically equivalent to Orange County Bancorp common shares. Each unit pays out in cash or stock value, per plan terms, when the director separates from service. Rowley’s balance after the award is 24,727 phantom stock units.

What are the vesting terms of the restricted stock units granted to OBT director Richard B. Rowley?

Some restricted stock units vest 100% on February 20, 2026, including accumulated dividends, and others vest 100% on February 19, 2027. All such units will be settled in Orange County Bancorp common stock when Richard B. Rowley separates from service.

Did Orange County Bancorp (OBT) receive shares from director Richard B. Rowley?

Yes. On February 20, 2026, 995 shares of Orange County Bancorp common stock were disposed of to the issuer. This disposition reduced Richard B. Rowley’s direct common stock holdings from 538,129 shares to 537,134 shares.

How are OBT director Richard B. Rowley’s deferred awards settled?

Rowley’s phantom stock and restricted stock units are designed to settle in Orange County Bancorp common shares. Payment generally occurs upon his separation from service, consistent with the company’s stock-based deferral plan and the award terms described.