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Orange County Bancorp director granted phantom stock

OBT director Jonathan F. Rouis reported a new phantom stock award tied to 34 common shares, increasing his deferred equity-based holdings.

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Form Type
4

Rhea-AI Filing Summary

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

Orange County Bancorp, Inc. (OBT) director Jonathan F. Rouis reported an award of phantom stock on September 15, 2026. The grant represents 34 phantom stock units, each economically equivalent to one share of common stock, and increases his reported phantom stock balance to 7,414 units, payable upon his separation from service.

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Insider Rouis Jonathan F
Role Director
Type Security Shares Price Value
Grant/Award Phantom Stock F3 -- $38.78 --
holding Common Stock F1, F2 -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Phantom Stock — 7,414 contracts (Direct); Common Stock — 9,166 shares (Direct); Common Stock — 400 shares (Indirect, By Spouse)
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.
Phantom stock units granted 34 units Phantom stock award on September 15, 2026
Reference value per phantom stock unit $38.78 per unit Grant of phantom stock on September 15, 2026
Phantom stock units held after grant 7,414 units Total phantom stock position following the September 15, 2026 award
Direct common stock holdings 9,166 shares Common stock directly held by Jonathan F. Rouis as of September 15, 2026
Indirect common stock holdings by spouse 400 shares Common stock held indirectly by spouse as of September 15, 2026
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% as of the date of grant"
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.
economic equivalent financial
"Each share of phantom stock is the economic equivalent of one share of common stock"

FAQ

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

What insider transaction did OBT director Jonathan F. Rouis report on this Form 4?

Jonathan F. Rouis reported a grant of phantom stock on September 15, 2026. The award covers 34 phantom stock units, each economically equivalent to one share of Orange County Bancorp, Inc. common stock, and is payable upon his separation from service as a director.

How many phantom stock units in OBT does Jonathan F. Rouis hold after this transaction?

After the September 15, 2026 award, Jonathan F. Rouis holds 7,414 phantom stock units related to Orange County Bancorp, Inc. Each unit is the economic equivalent of one share of common stock and becomes payable when he separates from service as a director.

What common stock holdings in OBT does Jonathan F. Rouis report on this Form 4?

Jonathan F. Rouis reports 9,166 shares of Orange County Bancorp, Inc. common stock held directly and 400 shares held indirectly by his spouse. These figures include restricted stock units described in the footnotes that settle in shares upon his separation from service.

At what reference value was the OBT phantom stock award granted to Jonathan F. Rouis?

The phantom stock award to Jonathan F. Rouis used a reference value of $38.78 per unit. Each phantom stock unit is economically equivalent to one share of Orange County Bancorp, Inc. common stock, with payment triggered upon his separation from service as a director.

Are Jonathan F. Rouis’s phantom stock units in OBT immediately payable?

No. The filing states that each phantom stock unit becomes payable upon Jonathan F. Rouis’s separation from service as a director. Until that event, the phantom stock functions as a deferred, share-value–based compensation linked to Orange County Bancorp, Inc. common stock.

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

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Learn about SEC filing dates
SEC Form 4
FORM 4UNITED 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*
Rouis Jonathan F

(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)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
09/15/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock9,166(1)(2)D
Common Stock400IBy Spouse
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Phantom Stock(3)09/15/2026A$34 (3) (3)Common Stock34$38.787,414D
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 attorney09/16/2026
** Signature of Reporting PersonDate
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)

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