Orange County Bancorp CFO gets 12-share phantom grant

Orange County Bancorp’s CFO received additional phantom stock under a performance-based SERP, increasing his derivative and common stock-related holdings.

Rhea-AI Filing Summary

Orange County Bancorp, Inc. (symbol: OBT) is the issuer of record for a Form 4 filing submitted to the SEC. Lesler Michael reported acquisition or exercise transactions in this Form 4 filing.

Orange County Bancorp, Inc. (OBT) reported that EVP and Chief Financial Officer Michael Lesler received a grant of phantom stock on September 15, 2026 tied to 12 underlying shares of Common Stock, with a reference value of $38.78 per phantom share, increasing his phantom stock balance to 2,543 units. Phantom stock interests are deemed investments under a Performance-Based SERP and may be settled in company shares upon distribution based on his prior election. He now holds 16,216 Common shares directly (including time-vested restricted stock units) plus indirect holdings through a 401(k) and an IRA, and no Rule 10b5-1 trading plan is indicated.

Insider Trade Summary

Grant/Award: 0 shares

Grant/Award 4 txns

Insider Lesler Michael

Role EVP, Chief Financial Officer

Type	Security	Shares	Price	Value
Grant/Award	Phantom Stock F5	--	$38.78	--
holding	Common Stock F1, F2, F3	--	--	--
holding	Common Stock F4	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Phantom Stock — 2,543 contracts (Direct); Common Stock — 16,216 shares (Direct); Common Stock — 1,623 shares (Indirect, By 401(k)); Common Stock — 2,000 shares (Indirect, By IRA)

Footnotes (5)

1. F1. Includes restricted stock units which vest at a rate of 1/3 per year commencing on March 21, 2025.
2. F2. Includes restricted stock units which vest at a rate of 1/3 per year commencing on March 20, 2026.
3. F3. Restricted stock units which vest at a rate of 1/3 per year commencing on March 19, 2027.
4. F4. Reflects transactions not required to be reported pursuant to Section 16 of the Securities Exchange Act of 1934, as amended.
5. F5. Represents deemed investments in connection with the Performance-Based SERP. Phantom stock interests under the Performance-Based SERP may be settled in shares of Company stock upon distribution to the reporting person, based on their prior election.

Key Figures

Phantom stock units after grant: 2,543 units Underlying common shares for new phantom stock grant: 12 shares Phantom stock reference value: $38.78 per phantom share +3 more

6 metrics

Phantom stock units after grant 2,543 units Phantom stock balance for CFO after September 15, 2026 grant

Underlying common shares for new phantom stock grant 12 shares Common Stock underlying the September 15, 2026 phantom stock grant

Phantom stock reference value $38.78 per phantom share Reference value reported for the September 15, 2026 phantom stock grant

Direct common stock holdings 16,216 shares CFO’s direct Common Stock position after reported transactions

Indirect 401(k) holdings 1,623 shares Common Stock held indirectly through a 401(k) plan

Indirect IRA holdings 2,000 shares Common Stock held indirectly through an IRA

Key Terms

Phantom stock, Restricted stock units, Performance-Based SERP, Section 16

4 terms

Phantom stock financial

"Represents deemed investments in connection with the Performance-Based SERP. Phantom stock"

A phantom stock is a form of compensation that gives employees or executives the benefits of stock ownership, such as the increase in stock value, without actually giving them real shares. It acts like a promise to pay the employee the equivalent value of company stock later, often as a bonus or incentive. This allows companies to motivate and reward staff without diluting ownership or transferring actual shares.

Restricted stock units financial

"Includes restricted stock units which vest at a rate of 1/3 per year"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

Performance-Based SERP financial

"deemed investments in connection with the Performance-Based SERP. Phantom stock"

Section 16 regulatory

"Reflects transactions not required to be reported pursuant to Section 16 of the"

Section 16 is a U.S. securities law rule that governs the trading and disclosure obligations of company insiders — typically officers, directors and large shareholders — to promote transparency and deter unfair profit-taking. It requires insiders to publicly report their stock trades and allows companies or the issuer to reclaim quick, short-term profits from certain insider trades, like a scoreboard and a refund policy that help investors see and limit possible insider advantage.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did OBT’s CFO report on this Form 4?

Executive Vice President and Chief Financial Officer Michael Lesler reported a grant of phantom stock on September 15, 2026 under a Performance-Based SERP, tied to 12 underlying shares of Orange County Bancorp, Inc. common stock.

How many phantom stock units in OBT does the CFO hold after this transaction?

After the September 15, 2026 grant, the CFO holds 2,543 phantom stock units related to Orange County Bancorp, Inc. under a Performance-Based SERP, which may be settled in company stock upon distribution based on his prior election.

What is the reference value for the new phantom stock award in OBT?

The new phantom stock grant for the CFO uses a reference value of $38.78 per phantom share, as reported for the September 15, 2026 transaction involving phantom stock tied to 12 underlying shares of common stock.

How many OBT common shares does the CFO hold directly after this filing?

Following the reported transactions, the CFO holds 16,216 shares of Orange County Bancorp, Inc. common stock directly, which includes several restricted stock units that vest in one-third annual installments beginning in 2025, 2026, and 2027.

What indirect holdings in OBT common stock does the CFO report?

The CFO reports 1,623 shares of Orange County Bancorp, Inc. common stock held indirectly through a 401(k) and 2,000 shares held indirectly through an IRA. The 401(k) balance reflects transactions not required to be reported under Section 16.

Was the OBT CFO’s phantom stock transaction under a Rule 10b5-1 trading plan?

No. The Form 4 indicates that no Rule 10b5-1 trading plan is affirmed for the reported transactions, and the footnotes describe the award as a deemed investment under a Performance-Based SERP rather than a pre-arranged trading plan.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/16/2026 - 05:01 PM Accepted by SEC EDGAR 09/16/2026 - 05:00 PM Learn about SEC filing dates

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^*

Lesler Michael

(Last) (First) (Middle)

212 DOLSON AVENUE

(Street)

MIDDLETOWN NEW YORK 10940

(City) (State) (Zip)

UNITED STATES

(Country)

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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, Chief Financial Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/15/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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								16,216(1)(2)(3)	D
Common Stock								1,623(4)	I	By 401(k)
Common Stock								2,000	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)	09/15/2026		A		$12		(5)	(5)	Common Stock	12	$38.78	2,543	D

Explanation of Responses:

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

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

3. Restricted stock units which vest at a rate of 1/3 per year commencing on March 19, 2027.

4. Reflects transactions not required to be reported pursuant to Section 16 of the Securities Exchange Act of 1934, as amended.

5. Represents deemed investments in connection with the Performance-Based SERP. Phantom stock interests under the Performance-Based SERP may be settled in shares of Company stock upon distribution to the reporting person, based on their prior election.

	/s/ Jennifer Staub, pursuant to power of attorney	09/16/2026
	** 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.
* Form 4: SEC 1474 (03-26)