Orange County Bancorp (OBT) director granted phantom stock tied to common shares

Rhea-AI Filing Summary

Orange County Bancorp, Inc. director Marianna R. Kennedy received an equity-based award in the form of phantom stock on April 1, 2026. The grant is classified as a grant/award acquisition and is economically equivalent to 175 shares of common stock.

Each share of phantom stock is the economic equivalent of one share of common stock and becomes payable when she separates from service as a director. Following the transaction, she holds 10,089 phantom stock units and 1,466 shares of common stock directly, along with restricted stock units that vest as described in the footnotes.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Kennedy Marianna R

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Phantom Stock	0	$32.32	--
holding	Common Stock	--	--	--

Holdings After Transaction: Phantom Stock — 10,089 shares (Direct); Common Stock — 1,466 shares (Direct)

Footnotes (1)

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. Includes 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. 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.

Key Figures

Underlying common shares for phantom grant: 175 shares Phantom stock units after transaction: 10,089 units Common stock held after transaction: 1,466 shares +1 more

4 metrics

Underlying common shares for phantom grant 175 shares Economic equivalent of common stock for April 1, 2026 award

Phantom stock units after transaction 10,089 units Total phantom stock held following April 1, 2026 grant

Common stock held after transaction 1,466 shares Direct ownership of Orange County Bancorp common stock

Vesting date for certain RSUs February 19, 2027 Restricted stock units vest 100% on this date

Key Terms

Phantom Stock, restricted stock units, economic equivalent, separation from service

4 terms

Phantom Stock financial

"Each share of phantom stock is the economic equivalent of one share of common 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 100% as of the date of grant"

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.

economic equivalent financial

"Each share of phantom stock is the economic equivalent of one share of common stock"

separation from service financial

"becomes payable upon the reporting person's separation of service as a director"

Form 4 Insider Transactions: What Each Field Means →

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^*

Kennedy Marianna R

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/01/2026

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								1,466(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)	04/01/2026		A		$175		(3)	(3)	Common Stock	175	$32.32	10,089	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 19, 2027, 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	04/02/2026
	** 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)

FAQ

What did OBT director Marianna R. Kennedy report in this Form 4?

Marianna R. Kennedy reported receiving a grant of phantom stock, an equity-based award tied to Orange County Bancorp common stock. The phantom stock is economically equivalent to common shares and is payable when she separates from service as a director, reflecting routine director compensation.

How many phantom stock units does Marianna R. Kennedy hold after this OBT transaction?

After the April 1, 2026 transaction, Marianna R. Kennedy holds 10,089 phantom stock units. Each unit is the economic equivalent of one share of Orange County Bancorp common stock and becomes payable upon her separation from service as a director, according to the disclosed terms.

How many Orange County Bancorp (OBT) common shares does Marianna R. Kennedy directly own?

The filing shows Marianna R. Kennedy directly holds 1,466 shares of Orange County Bancorp common stock after the reported transactions. This direct ownership is separate from her phantom stock units and restricted stock units, which are equity-based awards with different settlement conditions.

What is phantom stock in the context of Orange County Bancorp (OBT)?

For Orange County Bancorp, each share of phantom stock is the economic equivalent of one share of common stock. It does not represent actual shares now but becomes payable in shares or cash when the director separates from service, aligning director compensation with shareholder value.

When do Marianna R. Kennedy’s restricted stock units related to OBT vest and settle?

Some restricted stock units vest 100% on the grant date, while others vest 100% on February 19, 2027. All such units are settled in shares of Orange County Bancorp common stock upon Marianna R. Kennedy’s separation from service, according to the disclosed vesting terms.

Does this OBT Form 4 show any open-market buying or selling by Marianna R. Kennedy?

The Form 4 reflects a grant or award acquisition of phantom stock, not an open-market purchase or sale. It describes compensation-related equity awards whose value tracks Orange County Bancorp common stock, rather than discretionary trading in the company’s shares.