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Director at Orange County Bancorp (OBT) receives phantom stock and RSU awards

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

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

Orange County Bancorp director Richard B. Rowley received a phantom stock award tied to company common shares. On the reported date, he was granted phantom stock economically equivalent to 142 shares of common stock at a reference price of $31.29 per share, increasing his phantom stock holdings to 24,869 units. Phantom stock and related restricted stock units vest as described in the footnotes and are settled in shares of common stock upon his separation from service as a director. Following this award, he also directly held 537,134 shares of common stock, including restricted stock units that vest on specified future dates.

Positive

  • None.

Negative

  • None.
Insider Rowley Richard B
Role Director
Type Security Shares Price Value
Grant/Award Phantom Stock 0 $31.29 --
holding Common Stock -- -- --
Holdings After Transaction: Phantom Stock — 24,869 shares (Direct); Common Stock — 537,134 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.
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*
Rowley Richard B
(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)
03/16/2026
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 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) 03/16/2026 A $142 (3) (3) Common Stock 142 $31.29 24,869 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 03/17/2026
** 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 did Orange County Bancorp (OBT) director Richard B. Rowley report in this Form 4?

Director Richard B. Rowley reported receiving a grant of phantom stock economically equivalent to 142 shares of Orange County Bancorp common stock. This award increased his phantom stock holdings to 24,869 units and is part of his equity-based director compensation program.

How much phantom stock did Richard B. Rowley hold after this Orange County Bancorp (OBT) award?

After the reported grant, Richard B. Rowley held 24,869 units of phantom stock linked to Orange County Bancorp common shares. Each phantom stock unit is economically equivalent to one common share and becomes payable upon his separation from service as a director.

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

Following the reported transactions, Richard B. Rowley directly held 537,134 shares of Orange County Bancorp common stock. This figure includes restricted stock units that vest 100% on specified grant and future dates and are settled in common shares upon his separation from service.

What are the key terms of the phantom stock granted to Richard B. Rowley at Orange County Bancorp (OBT)?

Each share of phantom stock granted to Richard B. Rowley is the economic equivalent of one Orange County Bancorp common share. The phantom stock becomes payable in shares of common stock when he separates from service as a director, aligning his incentives with long-term shareholder value.

How do the restricted stock units reported for Richard B. Rowley at Orange County Bancorp (OBT) vest?

The filing notes restricted stock units for Richard B. Rowley that vest 100% either on the grant date or on February 19, 2027. These units are settled in shares of Orange County Bancorp common stock upon his separation from service, providing deferred equity-based compensation.

Is the Form 4 for Orange County Bancorp (OBT) a buy or sell of common shares by Richard B. Rowley?

The Form 4 does not report open-market buys or sells of Orange County Bancorp common stock by Richard B. Rowley. It records an acquisition of phantom stock as a compensation grant and updates his direct common stock holdings, including restricted stock units.