Orange County Bancorp (OBT) director reports stock grants, issuer share disposition

Rhea-AI Filing Summary

Orange County Bancorp, Inc. director Jonathan F. Rouis reported several equity-related transactions. He received a grant of common stock awards, acquiring 866 shares on February 19, 2026, lifting his direct common stock holdings to 10,161 shares. On February 20, 2026, he disposed of 995 common shares back to the issuer, leaving 9,166 shares held directly. He also holds 400 common shares indirectly through his spouse. In addition, his phantom stock balance increased to 7,043 units, which are economically equivalent to common shares and become payable upon his separation from service as a director.

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
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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^*

Rouis Jonathan F

(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)
02/19/2026

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	02/19/2026		A		866(4)	A	$0	10,161(1)(2)	D
Common Stock	02/20/2026		D		995	D	(2)	9,166(1)(2)	D
Common Stock								400	I	By Spouse

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)	02/20/2026		A		$1,011		(3)	(3)	Common Stock	1,011	(2)	7,043	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. Restricted stock units which vest 100% on February 20, 2026 (including accumulated dividends) and were deferred into the Orange County Bancorp, Inc. Stock-Based Deferral Plan, as amended and restated. The restricted stock units will settle in shares of Issuer common stock upon the reporting person's separation from service.

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.

4. 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.

	/s/ Jennifer Staub, pursuant to power of attorney	02/23/2026
	** 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.

FAQ

What insider transactions did OBT director Jonathan F. Rouis report?

Director Jonathan F. Rouis reported both equity awards and a disposition to the issuer. He acquired 866 shares of common stock as a grant and disposed of 995 common shares back to Orange County Bancorp, Inc., reflecting routine director compensation and ownership adjustments.

How many Orange County Bancorp (OBT) shares does Jonathan F. Rouis now hold directly?

After the reported transactions, Jonathan F. Rouis directly holds 9,166 shares of Orange County Bancorp common stock. This reflects an equity award of 866 shares followed by a 995-share disposition to the issuer, as disclosed in the Form 4 filing.

What phantom stock holdings does Jonathan F. Rouis have in Orange County Bancorp (OBT)?

Jonathan F. Rouis holds 7,043 units of phantom stock tied to Orange County Bancorp. Each phantom stock unit is economically equivalent to one common share and becomes payable in stock or cash upon his separation from service as a director, according to the disclosure.

How are Jonathan F. Rouis’s spouse’s OBT shares reported on the Form 4?

The Form 4 shows 400 shares of Orange County Bancorp common stock held indirectly by Jonathan F. Rouis through his spouse. These shares are categorized as indirect ownership, reflecting beneficial ownership attribution while clarifying that the spouse is the direct holder.

What kind of equity awards did Jonathan F. Rouis receive from Orange County Bancorp (OBT)?

Jonathan F. Rouis received common stock awards and phantom stock units from Orange County Bancorp. The filing shows a grant of 866 common shares and an increase in phantom stock units, which are designed to vest over time and settle upon his separation from service.

Did Jonathan F. Rouis sell Orange County Bancorp (OBT) shares on the open market?

The Form 4 shows a 995-share disposition coded as a transfer to the issuer, not an open-market sale. This type of transaction typically reflects shares surrendered to the company, often related to equity award or compensation arrangements rather than market trading.