Orange County Bancorp EVP granted phantom stock

EVP and Deputy CLO Gregory Sousa received a new phantom stock award linked to 23 underlying OBT shares, increasing his reported equity and retirement-related interests.

Rhea-AI Filing Summary

Orange County Bancorp, Inc. (symbol: OBT) is the issuer of record for a Form 4 filing submitted to the SEC. Sousa Gregory reported acquisition or exercise transactions in this Form 4 filing.

Orange County Bancorp, Inc. (OBT) reported that executive officer Gregory Sousa, EVP and Deputy CLO, received a grant of phantom stock on September 15, 2026 under a performance-based supplemental retirement plan, representing 23 underlying shares of common stock. Following this grant, he holds 4,992 phantom stock units. His direct holdings of common stock total 13,619 shares, which include several tranches of restricted stock units that vest in thirds beginning on March 21, 2025, March 20, 2026, and March 19, 2027. He also indirectly holds 7,065 common shares through a 401(k) plan, with those plan-related transactions identified as not requiring separate reporting under Section 16.

Insider Trade Summary

Grant/Award: 0 shares

Grant/Award 3 txns

Insider Sousa Gregory

Role EVP and Deputy CLO

Type	Security	Shares	Price	Value
Grant/Award	Phantom Stock F5	--	$38.78	--
holding	Common Stock F1, F2, F3	--	--	--
holding	Common Stock F4	--	--	--

Holdings After Transaction: Phantom Stock — 4,992 contracts (Direct); Common Stock — 13,619 shares (Direct); Common Stock — 7,065 shares (Indirect, By 401(k))

Footnotes (5)

1. F1. Includes restricted stock units which vest at a rate of 1/3 per year commencing on March 21, 2025.
2. F2. Includes restricted stock units which vest at a rate of 1/3 per year commencing on March 20, 2026.
3. F3. Restricted stock units which vest at a rate of 1/3 per year commencing on March 19, 2027.
4. F4. Reflects transactions not required to be reported pursuant to Section 16 of the Securities Exchange Act of 1934, as amended.
5. F5. 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.

Key Figures

Underlying common shares in new phantom stock grant: 23 shares Total phantom stock units after grant: 4,992 units Direct common stock holdings: 13,619 shares +2 more

5 metrics

Underlying common shares in new phantom stock grant 23 shares Phantom stock grant dated September 15, 2026

Total phantom stock units after grant 4,992 units Performance-Based SERP phantom stock interests reported for Gregory Sousa

Direct common stock holdings 13,619 shares Common stock directly held by Gregory Sousa, including restricted stock units

Indirect common stock via 401(k) 7,065 shares Common stock held indirectly by Gregory Sousa through a 401(k) plan

RSU vesting start dates March 21, 2025; March 20, 2026; March 19, 2027 Three RSU awards vesting one-third per year from each stated date

Key Terms

Phantom stock, Restricted stock units, Performance-Based SERP, Section 16 of the Securities Exchange Act of 1934

4 terms

Phantom stock financial

"Represents deemed investments in connection with the Performance-Based SERP. Phantom 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 at a rate of 1/3 per year"

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.

Performance-Based SERP financial

"Represents deemed investments in connection with the Performance-Based SERP."

Section 16 of the Securities Exchange Act of 1934 regulatory

"Reflects transactions not required to be reported pursuant to Section 16 of the Securities"

A provision of federal securities law that requires company insiders—directors, officers and large shareholders—to publicly report their stock holdings and trades and to surrender any “short-swing” profits from purchases and sales within a six-month window. It acts like a rule that forces leaders to announce their trades and prevents quick buy-sell windfalls, giving investors transparency into insider activity and reducing opportunities for unfair gain.

FAQ

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

What insider transaction did OBT executive Gregory Sousa report on September 15, 2026?

He reported a grant of phantom stock tied to 23 underlying shares of Orange County Bancorp common stock, awarded in connection with a performance-based supplemental retirement plan, increasing his total phantom stock interests reported for that plan.

How many phantom stock units tied to OBT does Gregory Sousa now hold?

After the reported grant, Gregory Sousa holds 4,992 phantom stock units under the Performance-Based SERP. These phantom stock interests may be settled in Company shares upon distribution, based on his prior election.

What are Gregory Sousa’s direct common stock holdings in OBT after this filing?

His direct holdings of Orange County Bancorp common stock total 13,619 shares. This figure includes restricted stock units that vest at a rate of one-third per year beginning on March 21, 2025, March 20, 2026, and March 19, 2027.

How many OBT shares does Gregory Sousa hold indirectly through a 401(k) plan?

He indirectly holds 7,065 shares of Orange County Bancorp common stock through a 401(k) plan. The filing notes that these 401(k)-related transactions reflect activity not required to be reported under Section 16 of the Exchange Act.

Does the filing indicate use of a Rule 10b5-1 trading plan for OBT insider Gregory Sousa?

No. The filing’s Rule 10b5-1 checkbox is not affirmatively marked, and the footnotes describe grants and holdings but do not state that any transactions were executed under a Rule 10b5-1 trading plan.

How do the restricted stock units for OBT shares vest for Gregory Sousa?

The restricted stock units vest in equal one-third installments. Vested tranches begin on March 21, 2025, March 20, 2026, and March 19, 2027, as described in the footnotes, and are included in his total direct common stock holdings.

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

Form 4 Insider Transactions: What Each Field Means →

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Available on EDGAR 09/16/2026 - 04:54 PM Accepted by SEC EDGAR 09/16/2026 - 04:54 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^*

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)
09/15/2026

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								13,619(1)(2)(3)	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)	09/15/2026		A		$23		(5)	(5)	Common Stock	23	$38.78	4,992	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	09/16/2026
	** 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)