[Form 4] Orange County Bancorp, Inc. /DE/ Insider Trading Activity

Rhea-AI Filing Summary

William D. Morrison, a director of Orange County Bancorp, Inc. (OBT), reported transactions dated 09/16/2025. The filing shows 102,639 shares of common stock listed as disposed (noted with footnotes regarding restricted stock units), ownership of 10,932 shares held in an IRA and 324 shares held in a Roth IRA following the reported transactions, and a grant/entry for phantom stock tied to 6 underlying common shares. Explanatory notes state some amounts represent restricted stock units that vest either immediately or on February 20, 2026 and that phantom stock is payable upon separation of service. The Form 4 is signed by a power of attorney on 09/17/2025.

Positive

• Timely and detailed disclosure of director equity transactions consistent with Section 16 reporting requirements
• Clear explanation that certain amounts are restricted stock units with specified vesting dates and that phantom stock is payable upon separation

Negative

• Large reported disposition of 102,639 common shares by the reporting person as of 09/16/2025 which materially changes direct reported holdings

Insights

Financial Analyst

TL;DR: Insider reported a large disposition and RSU vesting; routine disclosure but notable share movement by a director.

The Form 4 reports a 102,639-share disposition on 09/16/2025 alongside holdings in retirement accounts and vesting restricted stock units. The filing documents both immediate vesting and RSUs vesting on 02/20/2026, plus phantom stock tied to 6 underlying shares payable upon separation. For investors, this is a clear, contemporaneous disclosure of director-level equity activity; it does not by itself provide operational or financial performance signals but does change the director's reported direct and indirect holdings.

Corporate Governance Expert

TL;DR: The filing is a standard Section 16 disclosure showing director compensation vesting and a significant reported disposal.

The statement clarifies the nature of reported equity: restricted stock units vesting either immediately or on a specified future date and phantom stock that crystallizes upon separation. The use of a power of attorney to sign the Form 4 is noted. From a governance perspective, the disclosure satisfies Section 16 timing and content requirements; the magnitude of the reported disposition merits attention for ownership alignment but the filing contains no additional governance actions or policy changes.

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).

1. Name and Address of Reporting Person^*

Morrison William D

(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)
09/16/2025

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								102,639(1)(2)	D
Common Stock								10,932	I	By IRA
Common Stock								324	I	By Roth 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	(3)	09/16/2025		A		$6		(3)	(3)	Common Stock	6	$25.95	1,136	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	09/17/2025
	** 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 did William D. Morrison report on the Form 4 for OBT?

The filing reports transactions dated 09/16/2025 including a 102,639-share disposition, holdings of 10,932 shares in an IRA and 324 shares in a Roth IRA, and phantom stock related to 6 underlying shares.

Do the reported amounts include restricted stock units in the OBT Form 4?

Yes. The explanations state some amounts include restricted stock units that vest 100% as of the grant date or on February 20, 2026 and are settled in shares upon separation from service.

When were the transactions signed and filed for OBT Form 4?

The Form 4 shows the reporting person signed by power of attorney on 09/17/2025 for transactions dated 09/16/2025.

What is the nature of the phantom stock reported in the filing?

The filing states each phantom stock share is the economic equivalent of one common share and becomes payable upon the reporting person's separation of service; the filing references 6 underlying common shares.

Does the Form 4 show indirect ownership and how much?

Yes. After the reported transactions the filing shows indirect ownership of 10,932 shares by an IRA and 324 shares by a Roth IRA.