Orange County Bancorp (OBT) director awarded new phantom stock units

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 compensation-related equity activity, not an open-market trade. He received a grant of phantom stock economically equivalent to 279 shares of common stock at $34.10 per share, increasing his phantom stock balance to 25,849 units. He also directly holds 537,134 shares of common stock, which include restricted stock units that vest immediately on grant or on February 19, 2027 and are settled in stock upon separation from service.

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	$34.10	--
holding	Common Stock	--	--	--

Holdings After Transaction: Phantom Stock — 25,849 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 balance: 25,849 units New phantom stock grant: 279 units +1 more

4 metrics

Common stock holdings 537,134 shares Directly held after transactions on May 1, 2026

Phantom stock balance 25,849 units Total phantom stock units following the grant

New phantom stock grant 279 units Economic equivalent of 279 common shares

Phantom stock reference price $34.10 per unit Price per share used for the phantom stock grant

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"

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 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)
05/01/2026

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								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)	05/01/2026		A		$279		(3)	(3)	Common Stock	279	$34.1	25,849	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	05/06/2026
	** 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 Orange County Bancorp (OBT) director Richard B. Rowley report on this Form 4?

He reported a compensation-related grant of phantom stock, not a market trade. The filing shows a grant economically equivalent to 279 common shares and updates his holdings in both common stock and phantom stock units as of May 1, 2026.

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

He directly holds 537,134 shares of common stock after the reported transactions. This figure includes restricted stock units that either vest immediately on grant or on February 19, 2027, and are settled in shares when his service as a director ends.

What phantom stock award did Richard B. Rowley receive from Orange County Bancorp (OBT)?

He received a grant of phantom stock equal to 279 shares at $34.10 each. Each phantom stock unit is the economic equivalent of one common share and becomes payable in stock when he separates from service as a director of the company.

How many phantom stock units does Richard B. Rowley hold at Orange County Bancorp (OBT)?

Following the grant, he holds 25,849 phantom stock units. These units track the value of Orange County Bancorp common stock on a one-for-one basis and are designed to be settled in shares upon his separation from board service, according to the filing footnote.

Are Richard B. Rowley’s reported Orange County Bancorp (OBT) transactions open-market buys or sells?

No, the reported activity reflects equity awards and holdings, not open-market trades. The derivative transaction is coded as a grant or award, and there are no recorded open-market purchases or sales in the transaction summary for this Form 4 filing.