Orange County Bancorp (NASDAQ: OBT) director reports phantom stock and RSU awards

Rhea-AI Filing Summary

Rowley Richard B reported acquisition or exercise transactions in this Form 4 filing.

Orange County Bancorp director Richard B. Rowley reported updated equity holdings, reflecting compensation awards rather than market trades. He now directly holds 537,134 shares of common stock. This total includes restricted stock units that either vest immediately and settle upon his separation from service or vest fully on February 19, 2027.

He also holds 25,979 phantom stock units, each economically equivalent to one share of common stock and payable when his board service ends. The filing shows one derivative grant/award and no open‑market buying or selling, indicating routine equity-based director compensation and deferred fee arrangements.

Insights

Equity Compensation Analyst

Filing shows routine director equity awards and updated holdings.

The disclosure centers on phantom stock and restricted stock units granted to director Richard B. Rowley, economically tied to Orange County Bancorp common stock. These instruments typically represent deferred board fees or long-term incentives rather than active trading decisions.

The filing reports 537,134 common shares and 25,979 phantom stock units after the transactions, with settlement triggered by separation from service or future vesting dates. With no open‑market buys or sells, this appears as standard alignment of director compensation with shareholder outcomes, without a strong trading signal.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Rowley Richard B

Role null

Type	Security	Shares	Price	Value
Grant/Award	Phantom Stock	0	$35.35	--
holding	Common Stock	--	--	--

Holdings After Transaction: Phantom Stock — 25,979 shares (Direct, null); Common Stock — 537,134 shares (Direct, null)

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

Common stock holdings: 537,134 shares Phantom stock units: 25,979 units Underlying common stock: 132 shares +2 more

5 metrics

Common stock holdings 537,134 shares Directly owned after reported transactions

Phantom stock units 25,979 units Economically equivalent to common shares, payable at separation

Underlying common stock 132 shares Underlying security shares for phantom stock award

Phantom stock reference price $35.35 per unit Transaction price per phantom stock unit

RSU vesting date 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

"settled in shares of Issuer common stock upon separation from service of the reporting person"

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 06/17/2026 - 09:53 AM Accepted by SEC EDGAR 06/17/2026 - 09:53 AM 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^*

Rowley Richard B

(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)
06/15/2026

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								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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Phantom Stock	(3)	06/15/2026		A		$132		(3)	(3)	Common Stock	132	$35.35	25,979	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	06/16/2026
	** 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)

FAQ

What did Richard B. Rowley report in this Orange County Bancorp (OBT) Form 4?

He reported updated equity holdings, including 537,134 common shares and 25,979 phantom stock units. The activity reflects compensation-related grants and deferred awards, not open-market buying or selling of Orange County Bancorp stock.

Did the Orange County Bancorp (OBT) director buy or sell shares on the market?

No open-market purchases or sales were reported. The Form 4 shows one grant or award of derivative securities and a holdings line for common stock, indicating compensation-related entries rather than discretionary trading in Orange County Bancorp shares.

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

He holds 537,134 shares of Orange County Bancorp common stock directly after the reported transactions. This figure includes restricted stock units that vest immediately or in the future and are settled in common shares upon his separation from service.

What is the phantom stock reported for Orange County Bancorp (OBT) in this Form 4?

The director holds 25,979 phantom stock units, each economically equivalent to one OBT common share. These units become payable in value when he separates from service as a director, functioning as deferred, stock-linked compensation rather than current share ownership.

How do the restricted stock units for Orange County Bancorp (OBT) vest for this director?

Some restricted stock units vest 100% on the grant date, while others vest 100% on February 19, 2027. All such units are settled in Orange County Bancorp common stock upon the director’s separation from service, providing deferred equity compensation.

What is the price reference associated with the phantom stock in the Orange County Bancorp (OBT) filing?

The phantom stock grant references a transaction price of $35.35 per unit. Each unit is economically equivalent to one OBT common share and will be paid out based on its terms when the director’s service ends.