Orange County Bancorp (OBT) CFO granted 5,059 shares; 1,177 used for tax withholding

Rhea-AI Filing Summary

Orange County Bancorp EVP and CFO Michael Lesler received a grant of 5,059 shares of Common Stock on March 19, 2026, recorded at $0.00 per share as a stock award. On the same date, 1,177 shares of Common Stock were disposed of at $31.15 per share to satisfy tax obligations, a non‑market, tax-withholding transaction.

Following these transactions, Lesler directly holds 16,216 shares of Common Stock. He also has indirect holdings of 1,623 shares through a 401(k) plan and 2,000 shares through an IRA. In addition, he holds 2,519 units of Phantom Stock tied to Common Stock under a performance-based SERP, which may be settled in company shares upon distribution based on his prior elections. Footnotes explain that his direct holdings include restricted stock units vesting in one-third increments starting on March 21, 2025, March 20, 2026, and March 19, 2027.

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

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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 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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/19/2026

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	03/19/2026		A		5,059(3)	A	$0	17,393(1)(2)	D
Common Stock	03/19/2026		F		1,177	D	$31.15	16,216(1)(2)	D
Common Stock								1,623(4)	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	(5)							(5)	(5)	Common Stock	2,519		2,519	D

Explanation of Responses:

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

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

3. Restricted stock units which vest at a rate of 1/3 per year commencing on March 19, 2027.

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

5. 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	03/23/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What did Orange County Bancorp (OBT) CFO Michael Lesler receive in this Form 4 filing?

Michael Lesler received a grant of 5,059 shares of Orange County Bancorp Common Stock as a stock award on March 19, 2026. The shares were recorded at $0.00 per share, indicating a compensation-related grant rather than a market purchase.

Why were 1,177 Orange County Bancorp (OBT) shares disposed of in Lesler’s Form 4?

The 1,177 shares of Common Stock were disposed of at $31.15 per share to cover tax obligations. The filing classifies this as a tax-withholding disposition, meaning the shares were used to pay taxes on equity compensation, not sold in an open-market transaction.

How many Orange County Bancorp (OBT) shares does CFO Michael Lesler hold after these transactions?

After the reported transactions, Michael Lesler directly holds 16,216 shares of Common Stock. He also has indirect holdings of 1,623 shares through a 401(k) plan and 2,000 shares through an IRA, as well as phantom stock units tied to Common Stock.

What are the phantom stock holdings reported for Orange County Bancorp (OBT) CFO Lesler?

Lesler holds phantom stock interests representing 2,519 underlying shares of Orange County Bancorp Common Stock. These are part of a Performance-Based SERP and may be settled in company shares upon distribution, based on his prior election under the plan’s terms.

How do restricted stock units vest for Orange County Bancorp (OBT) CFO Michael Lesler?

Footnotes state that Lesler’s holdings include restricted stock units vesting at a rate of one-third per year. Different grants begin vesting on March 21, 2025, March 20, 2026, and March 19, 2027, creating a staggered, multi-year vesting schedule for his equity compensation.

Does this Orange County Bancorp (OBT) Form 4 show open-market buying or selling by the CFO?

The filing shows a stock award and a tax-withholding disposition, not open-market trades. Lesler received 5,059 shares as a grant, while 1,177 shares were delivered to satisfy tax liabilities associated with his equity compensation, rather than discretionary market buying or selling.