Orange County Bancorp (OBT) director reports stock awards and share disposition

Rhea-AI Filing Summary

Orange County Bancorp director William D. Morrison reported a mix of equity awards and a share disposition in recent Form 4 activity. On February 19, 2026, he received a grant of 866 shares of common stock as a stock award, increasing his directly held common shares to 103,505. On February 20, 2026, he disposed of 995 common shares in a disposition to the issuer, leaving 102,510 directly owned shares.

He also reported a grant of phantom stock, which the footnotes state is economically equivalent to common stock and becomes payable in shares upon his separation from service as a director. Additional restricted stock units vest 100% on February 20, 2026 and February 19, 2027 and will be settled in common shares upon his separation from service. Indirect holdings include 10,932 common shares by IRA and 324 common shares by Roth IRA as of February 19, 2026.

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

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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^*

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)
02/19/2026

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	02/19/2026		A		866(4)	A	$0	103,505(1)(2)	D
Common Stock	02/20/2026		D		995	D	(2)	102,510(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)	02/20/2026		A		$1,011		(3)	(3)	Common Stock	1,011	(2)	2,154	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. Restricted stock units which vest 100% on February 20, 2026 (including accumulated dividends) and were deferred into the Orange County Bancorp, Inc. Stock-Based Deferral Plan, as amended and restated. The restricted stock units will settle in shares of Issuer common stock upon the reporting person's separation from service.

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.

4. 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.

	/s/ Jennifer Staub, pursuant to power of attorney	02/23/2026
	** 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 transactions did OBT director William D. Morrison report on this Form 4?

William D. Morrison reported stock awards, phantom stock, and a share disposition. He received 866 common shares as a grant and disposed of 995 common shares back to the issuer, while also updating derivative awards and IRA-based indirect holdings.

How many Orange County Bancorp (OBT) shares does William D. Morrison hold directly after these transactions?

After the reported transactions, William D. Morrison directly holds 102,510 shares of Orange County Bancorp common stock. This reflects the 866-share stock award on February 19, 2026 and the 995-share disposition to the issuer on February 20, 2026.

What stock awards did William D. Morrison receive from Orange County Bancorp (OBT)?

Morrison received a grant of 866 shares of common stock as a stock award and a grant of phantom stock. Footnotes explain related restricted stock units vesting fully on February 20, 2026 and February 19, 2027, settling in common shares upon his separation from service.

What is the 995-share transaction reported by William D. Morrison in OBT stock?

The 995-share transaction is a disposition of common stock to the issuer. It is coded as a disposition to the issuer rather than an open-market sale, reducing Morrison’s directly held common shares from 103,505 to 102,510 as of February 20, 2026.

How are phantom stock and restricted stock units structured for OBT director William D. Morrison?

Each phantom stock unit is economically equivalent to one common share and becomes payable upon Morrison’s separation of service. Restricted stock units vest 100% on specified dates and will be settled in common shares when he separates from service as a director.

What indirect holdings in Orange County Bancorp (OBT) stock does William D. Morrison report?

Morrison reports indirect ownership through retirement accounts. As of February 19, 2026, he holds 10,932 common shares by IRA and 324 common shares by Roth IRA, in addition to his directly owned common stock and derivative-based awards.