Orange County Bancorp (OBT) director reports new phantom stock grant

Rhea-AI Filing Summary

Orange County Bancorp, Inc. reported an insider equity transaction by a director. On December 16, 2025, the director acquired 36 shares of phantom stock, each economically equivalent to one share of common stock, at $28.95 per unit.

Following this award, the director beneficially owns 9,295 shares of common stock directly and 400 shares indirectly through a spouse, plus 5,873 phantom stock units. The directly held shares include restricted stock units that vest either 100% on the grant date or 100% on February 20, 2026, and both these units and the phantom stock are settled in shares of common stock upon the director’s separation from service.

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^*

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)
12/16/2025

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								9,295(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)	12/16/2025		A		36		(3)	(3)	Common Stock	36	$28.95	5,873	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. 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.

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.

	/s/ Jennifer Staub, pursuant to power of attorney	12/17/2025
	** 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 insider transaction did Orange County Bancorp (OBT) disclose?

A director of Orange County Bancorp, Inc. reported acquiring 36 shares of phantom stock on December 16, 2025, at a price of $28.95 per unit, with each unit economically equivalent to one share of common stock.

How many Orange County Bancorp shares does the director own after this Form 4?

After the reported transaction, the director beneficially owns 9,295 shares of common stock directly, 400 shares of common stock indirectly through a spouse, and 5,873 phantom stock units.

What are the terms of the restricted stock units reported for Orange County Bancorp (OBT)?

The filing explains that some holdings include restricted stock units that vest 100% as of the date of grant and others that vest 100% on February 20, 2026. In each case, they are settled in shares of Orange County Bancorp common stock upon the reporting person’s separation from service.

How does Orange County Bancorp define the phantom stock in this Form 4?

Each share of phantom stock is described as the economic equivalent of one share of common stock and becomes payable when the reporting person separates from service as a director.

What indirect ownership is reported by the Orange County Bancorp director?

In addition to directly held shares, the Form 4 lists 400 shares of common stock held indirectly, identified as owned by the director’s spouse.

Is this Orange County Bancorp (OBT) transaction part of a larger group filing?

No. The report indicates that it is a Form filed by one reporting person, rather than a joint or group filing.