Orange County Bancorp director transaction: 19,395 shares sold; RSUs vest Feb 20, 2026

Rhea-AI Filing Summary

Kevin J. Keane, a director of Orange County Bancorp, Inc. (OBT), reported changes in his beneficial ownership on Form 4. On 10/01/2025 Mr. Keane disposed of 19,395 shares of common stock (transaction code V). The filing shows he continues to have indirect holdings of 7,400 shares through a partnership and 832 shares through a 401(k). The report also shows the acquisition on 10/01/2025 of 769 units of phantom stock (each economically equivalent to one common share), which become payable upon his separation from service, and 15,565 shares beneficially owned following the derivative transaction. The filing discloses restricted stock units: some vesting 100% as of the grant date and others vesting 100% on February 20, 2026, and were to be settled in common shares upon separation. The Form 4 was signed under power of attorney on 10/02/2025.

Positive

• Retention of equity alignment: Restricted stock units vesting 100% (including one grant vesting on 02/20/2026) maintain director exposure to issuer equity
• Phantom stock grant: Acquisition of 769 phantom units ties additional compensation to long‑term equity value and is payable only upon separation

Negative

• Large disposition: Disposal of 19,395 common shares on 10/01/2025 reduces the director's direct shareholdings
• Timing of sale: The sale occurred concurrently with equity grants, which may reduce the director's immediate voting/ownership stake

Insights

Corporate Governance Analyst

Director sold shares while retaining equity and receiving phantom stock and RSUs.

The Form 4 records a disposal of 19,395 common shares and simultaneous receipt of 769 phantom-stock units plus retained indirect holdings (7,400 partnership; 832 401(k)). The filing also discloses restricted stock units that vest either immediately or on February 20, 2026, and are settled in shares upon separation.

This mix of a sale with continued equity exposure (RSUs, phantom units, and indirect holdings) shows ongoing alignment with shareholders while realizing some liquidity; the phantom units are payable only upon separation.

Insider Transactions Specialist

Transaction timing and types are clearly disclosed; key dates and quantities are explicit.

The filing specifies the transaction date (10/01/2025), exact share counts disposed (19,395) and acquired as phantom units (769), and the RSU vesting date (02/20/2026). The derivative holdings after the transaction are reported as 15,565 shares beneficially owned.

Because all figures and vesting terms are disclosed, investors can accurately update insider holdings and monitor the February 20, 2026 vesting event for additional share settlement.

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).

1. Name and Address of Reporting Person^*

Keane Kevin J

(Last) (First) (Middle)

212 DOLSON AVENUE

(Street)

MIDDLETON 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)
10/01/2025

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								19,395(1)(2)	D
Common Stock								7,400	I	By Partnership
Common Stock								832	I	By 401(k)

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)	10/01/2025		A		$769		(3)	(3)	Common Stock	769	$25.1	15,565	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 20, 2026 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	10/02/2025
	** 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.

FAQ

What insider filed the Form 4 for OBT?

The filing was made by Kevin J. Keane, a director of Orange County Bancorp, Inc.

What transactions are reported on the 10/01/2025 Form 4 for OBT?

The Form 4 reports a disposition of 19,395 common shares and the acquisition of 769 phantom-stock units on 10/01/2025.

How many shares does Kevin Keane beneficially own after the reported transactions?

The filing indicates 15,565 shares beneficially owned following the derivative transaction, plus indirect holdings of 7,400 (partnership) and 832 (401(k)).

Are there any vesting dates disclosed on the Form 4?

Yes. Some restricted stock units vest 100% as of the grant date and others vest 100% on February 20, 2026.

When was the Form 4 signed and who signed it?

The Form 4 was signed under power of attorney by Jennifer Staub on 10/02/2025.