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Orange County Bancorp (OBT) CFO receives new phantom stock award

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Orange County Bancorp, Inc. executive vice president and chief financial officer Michael Lesler reported an additional grant of phantom stock interests on February 19, 2026, classified as a grant or award acquisition. Following this award, he holds 2,504 phantom stock units valued at $28.38 per unit for this transaction.

His reported common stock holdings total 12,605 shares directly, plus 1,401 shares through a 401(k) and 2,000 shares through an IRA. These totals include restricted stock units that vest in one-third installments beginning on December 23, 2023, March 11, 2024, March 21, 2025, and March 20, 2026.

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Insider Lesler Michael
Role EVP, Chief Financial Officer
Type Security Shares Price Value
Grant/Award Phantom Stock 0 $28.38 --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Phantom Stock — 2,504 shares (Direct); Common Stock — 12,605 shares (Direct); Common Stock — 1,401 shares (Indirect, By 401(k))
Footnotes (1)
  1. Includes restricted stock units which vest at a rate of 1/3 per year commencing on December 23, 2023. Includes restricted stock units which vest at a rate of 1/3 per year commencing on March 11, 2024. Includes restricted stock units which vest at a rate of 1/3 per year commencing on March 21, 2025. Includes restricted stock units which vest at a rate of 1/3 per year commencing on March 20, 2026. Reflects transactions not required to be reported pursuant to Section 16 of the Securities Exchange Act of 1934, as amended. 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.
Form 4 Insider Transactions: What Each Field Means →
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*
Lesler Michael
(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)
Director 10% Owner
X Officer (give title below) Other (specify below)
EVP, Chief Financial Officer
3. Date of Earliest Transaction (Month/Day/Year)
02/19/2026
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 12,605(1)(2)(3)(4) D
Common Stock 1,401(5) 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 (6) 02/19/2026 A $1,234 (6) (6) Common Stock 1,234 $28.38 2,504 D
Explanation of Responses:
1. Includes restricted stock units which vest at a rate of 1/3 per year commencing on December 23, 2023.
2. Includes restricted stock units which vest at a rate of 1/3 per year commencing on March 11, 2024.
3. Includes restricted stock units which vest at a rate of 1/3 per year commencing on March 21, 2025.
4. Includes restricted stock units which vest at a rate of 1/3 per year commencing on March 20, 2026.
5. Reflects transactions not required to be reported pursuant to Section 16 of the Securities Exchange Act of 1934, as amended.
6. 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 02/23/2026
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Orange County Bancorp (OBT) report for Michael Lesler?

Orange County Bancorp reported that CFO Michael Lesler received an additional grant of phantom stock interests on February 19, 2026. The award is classified as a grant or award acquisition and is tied to a price of $28.38 per unit for this transaction.

How many phantom stock units does Orange County Bancorp CFO now hold?

After the latest award, CFO Michael Lesler holds a total of 2,504 phantom stock units. These interests relate to the company’s Performance-Based SERP and may be settled in shares of Orange County Bancorp stock upon distribution, based on his prior election.

What are Michael Lesler’s reported direct common stock holdings in Orange County Bancorp (OBT)?

Michael Lesler is reported to hold 12,605 shares of Orange County Bancorp common stock directly. This figure reflects his direct ownership position as of the Form 4 date and is separate from phantom stock and indirect holdings through retirement-related accounts.

What indirect Orange County Bancorp shareholdings does the CFO report?

The CFO reports indirect ownership of 1,401 shares of common stock through a 401(k) plan and 2,000 shares through an IRA. These retirement-related accounts are listed as indirect holdings, distinct from his directly owned common shares and phantom stock interests.

How do restricted stock units for Orange County Bancorp’s CFO vest over time?

The filing notes restricted stock units that vest in one-third installments starting on December 23, 2023, March 11, 2024, March 21, 2025, and March 20, 2026. These vesting schedules gradually convert RSUs into common stock over several years for the CFO.

What is the Performance-Based SERP phantom stock mentioned for Orange County Bancorp (OBT)?

The Performance-Based SERP uses phantom stock interests that track Orange County Bancorp stock value. According to the filing, these phantom units may be settled in company shares upon distribution to the reporting person, depending on the individual’s prior settlement election and plan terms.