OBT Form 4: Director Sale of 12,446 Shares; RSUs Vest Feb 20, 2026

Rhea-AI Filing Summary

Jon Schiller, a director of Orange County Bancorp, Inc. (OBT), reported insider transactions dated 09/16/2025. The filing shows a disposition of 12,446 shares of common stock reported in Table I. The filing also records an acquisition on the same date of 11 phantom stock units, each economically equivalent to one share of common stock and payable upon the reporting person’s separation from service. The derivative section shows those 11 units relate to common stock with an indicated price of $25.95 and leaves the reporting person with 2,276 direct common shares following the reported transactions. The filing notes restricted stock units that vest 100% on February 20, 2026 and are settled in shares upon separation from service. The Form 4 was signed on behalf of the reporting person by a power of attorney on 09/17/2025.

Positive

• Retention-oriented compensation is present via restricted stock units that vest 100% on February 20, 2026 and phantom stock units payable upon separation, which aligns director incentives with shareholders
• Clear disclosure of the transactions and post-transaction direct ownership (2,276 shares) provides transparency for investors

Negative

• Significant insider disposition of 12,446 common shares on 09/16/2025, which may be perceived as insider selling pressure
• Filing does not state the post-transaction total beneficial ownership for the disposed non-derivative shares (beyond the direct ownership figure shown), limiting complete clarity on percentage ownership

Insights

Securities Analyst

TL;DR: Routine director sale of 12,446 shares with modest compensation-related phantom units acquired; not evidently material to corporate control.

The Form 4 discloses a sizeable single-date disposition of 12,446 common shares by director Jon Schiller and the contemporaneous acquisition of 11 phantom stock units that are payable on separation. The filing also references restricted stock units that fully vest on February 20, 2026 and convert to common shares upon separation. From an investor-significance perspective, the sale is a notable insider liquidity event but the filing provides no indication of a change in control, unusual timing tied to corporate events, or a change in board composition. The retention elements (RSUs and phantom units) indicate ongoing alignment between the director and shareholder economics, while the post-transaction direct ownership of 2,276 shares provides a snapshot of remaining direct exposure.

Corporate Governance Expert

TL;DR: Disclosure shows standard director compensation mechanics and an insider sale; governance implications appear routine.

The report combines a director sale with compensation-related holdings: restricted stock units (vesting 100% on February 20, 2026) and phantom stock units payable on separation. These elements are common in director pay structures and suggest retention and deferred pay rather than immediate change in governance incentives. The signed Form 4 via power of attorney on 09/17/2025 is procedurally normal. No governance red flags such as sudden resignation, option repricing, or change in ownership percentage are disclosed in this filing.

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^*

Schiller Jon

(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)
09/16/2025

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								12,446(1)	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	(2)	09/16/2025		A		$11		(2)	(2)	Common Stock	11	$25.95	2,276	D

Explanation of Responses:

1. 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.

2. 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	09/17/2025
	** 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 transactions did Jon Schiller report on the Form 4 for OBT?

He reported a disposition of 12,446 shares of common stock on 09/16/2025 and the acquisition of 11 phantom stock units on the same date.

How many shares does Jon Schiller directly own after the reported transactions?

The filing shows 2,276 direct common shares beneficially owned following the reported transactions.

Do the phantom stock units or restricted stock units have vesting or payout conditions?

Yes. The phantom stock units are payable upon the reporting person's separation of service and each is the economic equivalent of one common share. The restricted stock units vest 100% on February 20, 2026 and are settled in shares upon separation from service.

When were these transactions reported and who signed the Form 4?

The transactions occurred on 09/16/2025 and the Form 4 was signed on behalf of the reporting person by Jennifer Staub pursuant to power of attorney on 09/17/2025.

Does this Form 4 indicate any change in Schiller's role at Orange County Bancorp?

No. The filing identifies Schiller as a director but does not disclose any resignation, appointment, or change in role.