Orange County Bancorp director gets phantom stock grant

Rowley Richard B reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

Rowley Richard B reported acquisition or exercise transactions in this Form 4 filing.

Orange County Bancorp director Richard B. Rowley received a new phantom stock award linked to 701 shares of common stock. The grant was made at a reference price of $32.32 per phantom share and is structured as compensation, not an open-market trade. Each share of phantom stock is economically equivalent to one share of common stock and becomes payable when he separates from service as a director. After this award, Rowley holds 25,570 phantom stock units and 537,134 shares of common stock directly, reflecting a largely unchanged overall equity position aside from this routine grant.

Insider Trade Summary

Grant/Award: 0 shares

Grant/Award 2 txns

Insider Rowley Richard B

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Phantom Stock	0	$32.32	$0.00
holding	Common Stock	--	--	--

Holdings After Transaction: Phantom Stock — 25,570 contracts (Direct); Common Stock — 537,134 shares (Direct)

Footnotes (3)

1. F1. 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. F2. Includes restricted stock units which vest 100% on February 19, 2027, and are settled in shares of Issuer common stock upon separation from service of the reporting person.
3. F3. 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.

Key Figures

Phantom stock underlying shares: 701 shares Phantom stock reference price: $32.32 per share Phantom stock units after grant: 25,570 units +1 more

4 metrics

Phantom stock underlying shares 701 shares Underlying common stock equivalent for new phantom stock grant on April 1, 2026

Phantom stock reference price $32.32 per share Reference price used for the phantom stock grant

Phantom stock units after grant 25,570 units Total phantom stock position following the reported award

Common stock held 537,134 shares Directly owned Orange County Bancorp common shares after the reported transactions

Key Terms

phantom stock, restricted stock units, separation from service

3 terms

phantom stock financial

"Each share of phantom stock is the economic equivalent of one share of common stock"

A phantom stock is a form of compensation that gives employees or executives the benefits of stock ownership, such as the increase in stock value, without actually giving them real shares. It acts like a promise to pay the employee the equivalent value of company stock later, often as a bonus or incentive. This allows companies to motivate and reward staff without diluting ownership or transferring actual shares.

restricted stock units financial

"Includes restricted stock units which vest 100% as of the date of grant"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

separation from service financial

"settled in shares of Issuer common stock upon separation from service of the reporting person"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Orange County Bancorp (OBT) director Richard Rowley report in this Form 4?

Director Richard B. Rowley reported receiving a grant of phantom stock tied to 701 shares of Orange County Bancorp common stock. The award is compensation-based, not an open-market trade, and increases his deferred, stock-linked holdings rather than reflecting a purchase or sale in the market.

How many phantom stock units does Richard Rowley hold after this Orange County Bancorp (OBT) award?

Following the reported grant, Richard Rowley holds 25,570 phantom stock units. Each unit is economically equivalent to one share of Orange County Bancorp common stock and becomes payable when he separates from service as a director, aligning his compensation with shareholder value over time.

What does the phantom stock grant for Orange County Bancorp (OBT) director represent economically?

Each phantom stock unit granted to Richard Rowley is the economic equivalent of one share of Orange County Bancorp common stock. The units do not involve an immediate cash transaction and become payable only upon his separation from service, functioning as deferred, stock-linked compensation.

Did Richard Rowley buy or sell Orange County Bancorp (OBT) common stock in this filing?

The filing does not show any open-market buy or sell of Orange County Bancorp common stock by Richard Rowley. It reports a grant of phantom stock as compensation and restates his direct holding of 537,134 common shares, rather than a new purchase or sale transaction.

How many Orange County Bancorp (OBT) common shares does Richard Rowley directly own after this Form 4?

After the reported transactions, Richard Rowley directly owns 537,134 shares of Orange County Bancorp common stock. This figure reflects his post-transaction common stock position and is separate from his 25,570 phantom stock units, which are deferred compensation equivalents, not actual issued shares.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/02/2026 - 12:12 PM Learn about SEC filing dates

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^*

Rowley Richard B

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/01/2026

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								537,134(1)(2)	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	(3)	04/01/2026		A		$701		(3)	(3)	Common Stock	701	$32.32	25,570	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 19, 2027, 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	04/02/2026
	** 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)