Orange County Bancorp (OBT) EVP Sousa reports stock grant and tax withholding

Rhea-AI Filing Summary

Orange County Bancorp EVP and Deputy CLO Gregory Sousa reported equity compensation transactions in Common Stock. He received a grant of 5,056 shares at no cost, while 1,307 shares were withheld at $31.15 per share to cover tax obligations. After these movements, he directly holds 13,619 Common Stock shares, with additional indirect holdings of 7,065 shares in a 401(k) plan and 4,943 units of Phantom Stock tied to Common Stock. Several blocks of these holdings consist of restricted stock units that vest in equal thirds beginning 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

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^*

Sousa Gregory

(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 and Deputy CLO

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		5,056(3)	A	$0	14,926(1)(2)	D
Common Stock	03/19/2026		F		1,307	D	$31.15	13,619(1)(2)	D
Common Stock								7,065(4)	I	By 401(k)

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	4,943		4,943	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 OBT executive Gregory Sousa report in this Form 4 filing?

Gregory Sousa reported an equity grant and related tax withholding in Orange County Bancorp stock. He received 5,056 Common Stock shares at no cost, while 1,307 shares were withheld to satisfy tax liabilities, reflecting routine compensation-related activity rather than open-market trading.

How many Orange County Bancorp (OBT) shares does Gregory Sousa hold after these transactions?

After the reported transactions, Gregory Sousa directly holds 13,619 Common Stock shares. He also has 7,065 Common Stock shares held indirectly through a 401(k) plan and 4,943 units of Phantom Stock that may be settled in shares under the Performance-Based SERP.

Were any Orange County Bancorp (OBT) shares sold on the open market in this Form 4?

The filing shows no open-market sales. Instead, 1,307 Common Stock shares were disposed of at $31.15 per share solely to cover tax obligations, a common mechanism when equity awards vest, and not an elective sale reflecting a trading decision.

What are the vesting terms of Gregory Sousa’s restricted stock units in OBT?

The filing states that certain holdings include restricted stock units. These units vest in equal one-third installments beginning on March 21, 2025, March 20, 2026, and March 19, 2027, creating a multi-year schedule for the release of additional Orange County Bancorp shares.

What Phantom Stock holdings does Gregory Sousa have in Orange County Bancorp (OBT)?

Sousa holds Phantom Stock interests equivalent to 4,943 underlying Common Stock shares. These represent deemed investments under a Performance-Based SERP and may be settled in Orange County Bancorp stock upon distribution, based on his prior election described in the filing footnotes.

How is Gregory Sousa’s 401(k) position in Orange County Bancorp (OBT) reported?

The filing reports 7,065 Common Stock shares held indirectly through a 401(k) plan. These are classified as indirect ownership, reflecting retirement-plan investments rather than directly held brokerage shares, and are reported separately from his directly owned Common Stock position.