Orange County Bancorp (NASDAQ: OBT) CFO granted phantom stock units

Rhea-AI Filing Summary

Orange County Bancorp, Inc. EVP and CFO Michael Lesler reported an equity-related compensation change. On January 2, 2026, he acquired 369 units of phantom stock under a Performance-Based SERP, at a reference price of $28.35 per unit, bringing his total phantom stock interests to 1,270 units.

As of this report, Lesler also beneficially owned 12,605 shares of common stock directly, plus 1,401 shares held through a 401(k) plan and 2,000 shares held in an IRA. Some of the directly held common stock includes restricted stock units that vest in thirds over several years.

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

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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^*

Lesler Michael

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
01/02/2026

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								12,605(1)(2)(3)(4)	D
Common Stock								1,401(5)	I	By 401(k)
Common Stock								2,000	I	By IRA

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	(6)	01/02/2026		A		$369		(6)	(6)	Common Stock	369	$28.35	1,270	D

Explanation of Responses:

1. Includes restricted stock units which vest at a rate of 1/3 per year commencing on December 23, 2023.

2. Includes restricted stock units which vest at a rate of 1/3 per year commencing on March 11, 2024.

3. Includes restricted stock units which vest at a rate of 1/3 per year commencing on March 21, 2025.

4. Includes restricted stock units which vest at a rate of 1/3 per year commencing on March 20, 2026.

5. Reflects transactions not required to be reported pursuant to Section 16 of the Securities Exchange Act of 1934, as amended.

6. Represents deemed investments in connection with the Performance-Based SERP. Phantom stock interests under the Performance-Based SERP may be settled in shares of Company stock upon distribution to the reporting person, based on their prior election.

	/s/ Jennifer Staub, pursuant to power of attorney	01/06/2026
	** 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).
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FAQ

What insider transaction did OBT disclose for Michael Lesler on January 2, 2026?

Orange County Bancorp, Inc. reported that EVP and CFO Michael Lesler acquired 369 units of phantom stock on January 2, 2026, coded as an acquisition of a derivative security.

How many phantom stock units does the OBT CFO hold after this Form 4 filing?

Following the reported transaction, EVP and CFO Michael Lesler beneficially owns 1,270 phantom stock interests under a Performance-Based SERP.

What are the OBT CFO's reported common stock holdings in this Form 4?

The filing shows 12,605 shares of common stock held directly, plus 1,401 shares held indirectly through a 401(k) plan, and 2,000 shares held indirectly through an IRA.

How is the phantom stock for OBT's CFO structured according to the filing?

The phantom stock represents deemed investments in a Performance-Based SERP. According to the disclosure, these phantom stock interests may be settled in shares of company stock upon distribution to the reporting person, based on his prior election.

Does the OBT Form 4 mention restricted stock units for the CFO?

Yes. The explanation notes that the reported direct common stock holdings include restricted stock units that vest at a rate of one-third per year starting on several dates, including December 23, 2023, March 11, 2024, March 21, 2025, and March 20, 2026.

Was the OBT CFO's phantom stock transaction part of a performance-based plan?

Yes. The filing states that the phantom stock interests are deemed investments in connection with a Performance-Based SERP, which can be settled in company stock upon distribution.