Orange County Bancorp grants Rowley stock-linked award

The phantom stock is economically equivalent to common stock and becomes payable when Rowley separates from service as a director.

Available on EDGAR 10/30/2026 - 02:28 PM EDT Accepted by SEC EDGAR 10/30/2026 - 02:28 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Orange County Bancorp, Inc. director Richard B. Rowley received a phantom-stock award tied to 52 underlying common shares on October 28, 2026, reported at $38.10 per share. His resulting phantom-stock position was 27,478 units. Rowley’s direct common-stock holding was 537,134 shares, including restricted stock units that vest 100% as of the grant date and units scheduled to vest 100% on February 19, 2027; the RSUs are settled in common shares upon separation from service. Each phantom share is economically equivalent to one common share and becomes payable when he separates from service as a director.

Insider Trade Summary

Grant/Award: 0 shares

Grant/Award 1 txn

Insider Rowley Richard B

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Phantom Stock F3	--	$38.10	--
Holding	Common Stock F1, F2	--	--	--

Holdings After Transaction: Phantom Stock — 27,478 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

Underlying common shares: 52 shares Reported award price: $38.10 per share Phantom-stock position after award: 27,478 units +1 more

4 metrics

Underlying common shares 52 shares Underlying the phantom-stock award granted October 28, 2026

Reported award price $38.10 per share Phantom-stock award granted October 28, 2026

Phantom-stock position after award 27,478 units Reported October 28, 2026

Direct common-stock holding 537,134 shares Reported October 28, 2026; includes restricted stock units

Key Terms

phantom stock, restricted stock units, separation of 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% on February 19, 2027"

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 of service financial

"becomes payable upon the reporting person's separation of service as a director"

FAQ

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

How many phantom-stock shares did OBT director Richard B. Rowley receive?

Orange County Bancorp director Richard B. Rowley received a phantom-stock award tied to 52 underlying common shares on October 28, 2026. His reported phantom-stock position after the award was 27,478 units, and the award was reported at $38.10 per share.

When does OBT director Richard B. Rowley’s phantom stock become payable?

Each phantom share is the economic equivalent of one common share and becomes payable upon Rowley’s separation from service as a director.

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

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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)
10/28/2026

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)	10/28/2026		A		$52		(3)	(3)	Common Stock	52	$38.1	27,478	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	10/30/2026
	** 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)