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

Rhea-AI Filing Summary

Orange County Bancorp, Inc. director Richard B. Rowley reported his equity holdings in a Form 4 filing. The filing shows 537,263 shares of common stock held directly after the reported transactions, which include restricted stock units that either vest 100% as of the grant date or will vest 100% on February 20, 2026, and are settled in common shares upon his separation from service.

Rowley also reported derivative holdings in the form of phantom stock. After the latest transaction, he directly holds 23,665 phantom stock units, each economically equivalent to one share of common stock and payable when he separates from service as a director. These awards reflect equity-based compensation rather than open‑market buying or selling.

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 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)
01/14/2026

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								537,263(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)	01/14/2026		A		$52		(3)	(3)	Common Stock	52	$29.1	23,665	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	01/15/2026
	** 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 activity did Orange County Bancorp (OBT) report for Richard B. Rowley?

The filing reports that director Richard B. Rowley updated his equity holdings, including common stock and phantom stock units, as part of his compensation arrangements, rather than reporting an open-market share purchase or sale.

How many Orange County Bancorp common shares does Richard B. Rowley hold after this Form 4?

After the reported transactions, Richard B. Rowley beneficially owns 537,263 shares of common stock directly, which include restricted stock units that will settle in shares upon his separation from service.

What phantom stock holdings does the Orange County Bancorp director report?

Following the latest transaction, Richard B. Rowley directly holds 23,665 phantom stock units, each described as the economic equivalent of one share of common stock and payable when he separates from service as a director.

How do the restricted stock units for OBT’s director vest and settle?

The filing states that some restricted stock units vest 100% as of the grant date, while others vest 100% on February 20, 2026. All such units are settled in shares of Orange County Bancorp common stock upon the reporting person’s separation from service.

What does the phantom stock in Orange County Bancorp represent for the director?

Each share of phantom stock is the economic equivalent of one share of Orange County Bancorp common stock and becomes payable to the director upon his separation from service as a director, rather than being a currently tradable security.

Is the Orange County Bancorp Form 4 filing a joint filing with other insiders?

No. The document indicates that it is a Form filed by one reporting person, specifically director Richard B. Rowley, and is not a joint filing with other insiders.