Orange County Bancorp (OBT) EVP awarded phantom stock tied to shares

Rhea-AI Filing Summary

Sousa Gregory reported acquisition or exercise transactions in this Form 4 filing.

Orange County Bancorp EVP and Deputy CLO Gregory Sousa received a grant of phantom stock tied to common shares. On March 16, 2026, he was awarded phantom stock at $31.29 per unit, representing 28 underlying shares of common stock. Following this award, his phantom stock balance is 4,943 units under a Performance-Based SERP that may be settled in company stock based on his prior election.

Separately, Sousa directly holds 9,870 shares of common stock and indirectly holds 6,794 shares of common stock through a 401(k) plan. His direct holdings include restricted stock units that vest in equal annual thirds beginning on March 11, 2024, March 21, 2025, and March 20, 2026.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Sousa Gregory

Role EVP and Deputy CLO

Type	Security	Shares	Price	Value
Grant/Award	Phantom Stock	0	$31.29	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Phantom Stock — 4,943 shares (Direct); Common Stock — 9,870 shares (Direct); Common Stock — 6,794 shares (Indirect, By 401(k))

Footnotes (1)

1. 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^*

Sousa Gregory

(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 and Deputy CLO

3. Date of Earliest Transaction (Month/Day/Year)
03/16/2026

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								9,870(1)(2)(3)	D
Common Stock								6,794(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)	03/16/2026		A		$28		(5)	(5)	Common Stock	28	$31.29	4,943	D

Explanation of Responses:

1. Includes restricted stock units which vest at a rate of 1/3 per year commencing on March 11, 2024.

2. Includes restricted stock units which vest at a rate of 1/3 per year commencing on March 21, 2025.

3. Includes restricted stock units which vest at a rate of 1/3 per year commencing on March 20, 2026.

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	03/17/2026
	** 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.

FAQ

What insider transaction did OBT executive Gregory Sousa report?

Gregory Sousa reported an award of phantom stock on March 16, 2026. The grant represents 28 underlying shares of Orange County Bancorp common stock at $31.29 per unit as part of a performance-based supplemental retirement plan.

How many phantom stock units does the OBT executive hold after this grant?

After the March 16, 2026 grant, Gregory Sousa holds 4,943 phantom stock units. These interests are tied to a Performance-Based SERP and may be settled in company stock upon distribution, based on his prior election under the plan’s terms.

How many Orange County Bancorp (OBT) common shares does Gregory Sousa own directly?

Gregory Sousa directly owns 9,870 shares of common stock. This figure includes restricted stock units that vest in three equal installments beginning March 11, 2024, March 21, 2025, and March 20, 2026, increasing his ownership over time as they vest.

What indirect OBT share holdings does Gregory Sousa report?

Gregory Sousa reports 6,794 shares of common stock held indirectly through a 401(k) plan. These retirement-plan holdings are separate from his direct share ownership and are reported as indirect beneficial ownership associated with his employment-related savings.

What is the nature of the phantom stock reported by the OBT executive?

The phantom stock represents deemed investments in a Performance-Based SERP. These phantom stock interests may be settled in Orange County Bancorp shares when distributed to Sousa, depending on his prior election, aligning retirement benefits with the company’s stock performance.

Do the reported holdings include restricted stock units for the OBT executive?

Yes. Sousa’s direct common stock figure includes restricted stock units that vest at a rate of one-third per year beginning March 11, 2024, March 21, 2025, and March 20, 2026, gradually increasing his fully vested ownership if service conditions are met.