Orange County Bancorp director gets 124 phantom shares

OBT director Richard B. Rowley received additional phantom stock tied to common shares, increasing his reported equity-based holdings.

Rhea-AI Filing Summary

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

Orange County Bancorp, Inc. (OBT) director Richard B. Rowley reported an award of phantom stock on September 15, 2026. The grant covers 124 shares of phantom stock at $38.78 per share, each economically equivalent to one share of common stock and payable upon his separation of service as a director. Following this award, he holds 26,816 phantom stock equivalents and 537,134 shares of common stock directly, including restricted stock units that either vested at grant or will vest on February 19, 2027 and are settled in common stock upon his separation from service. No Rule 10b5-1 trading plan is reported.

Insider Trade Summary

Grant/Award: 0 shares

Grant/Award 2 txns

Insider Rowley Richard B

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Phantom Stock F3	--	$38.78	--
holding	Common Stock F1, F2	--	--	--

Holdings After Transaction: Phantom Stock — 26,816 contracts (Direct); Common Stock — 537,134 shares (Direct)

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.

Key Figures

Phantom stock granted: 124 shares Phantom stock grant price: $38.78 per share Total phantom stock holdings: 26,816 shares +2 more

5 metrics

Phantom stock granted 124 shares Grant to director Richard B. Rowley on September 15, 2026

Phantom stock grant price $38.78 per share Economic equivalent value per phantom share for the September 15, 2026 award

Total phantom stock holdings 26,816 shares Phantom stock equivalents held by Rowley after the reported transaction

Common stock holdings 537,134 shares Direct holdings of Orange County Bancorp common stock, including restricted stock units

RSU vesting date February 19, 2027 Restricted stock units that vest 100% on this date and settle upon separation from service

Key Terms

Phantom Stock, restricted stock units, separation from service, economic equivalent

4 terms

Phantom Stock financial

"Each share of phantom stock is the economic equivalent of one share"

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.

separation from service financial

"settled in shares of Issuer common stock upon separation from service"

economic equivalent financial

"Each share of phantom stock is the economic equivalent of one share"

FAQ

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

What did OBT director Richard B. Rowley acquire in this Form 4 filing?

He received a grant of 124 shares of phantom stock on September 15, 2026, each economically equivalent to one share of Orange County Bancorp common stock and payable upon his separation of service as a director.

What are Richard B. Rowley’s total phantom stock holdings in OBT after this transaction?

After the award, he holds 26,816 shares of phantom stock, each the economic equivalent of one share of Orange County Bancorp common stock, becoming payable when he separates from service as a director.

How many shares of OBT common stock does Richard B. Rowley hold after this filing?

He is reported as directly holding 537,134 shares of common stock, which include restricted stock units that vest either immediately at grant or on February 19, 2027 and are settled in common stock upon his separation from service.

How do the restricted stock units in OBT’s Form 4 for Rowley vest and settle?

Some restricted stock units vest 100% as of the grant date, and others vest 100% on February 19, 2027. All are settled in shares of Orange County Bancorp common stock upon Rowley’s separation from service.

Is the OBT Form 4 transaction for Richard B. Rowley under a Rule 10b5-1 plan?

No. The filing indicates that no Rule 10b5-1 trading plan is affirmed for these reported holdings and the phantom stock award.

What does each share of phantom stock represent in the OBT Form 4 filing?

Each share of phantom stock is described as the economic equivalent of one share of common stock and becomes payable to Richard B. Rowley upon his separation of service as a director of Orange County Bancorp.

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

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Available on EDGAR 09/16/2026 - 04:56 PM Accepted by SEC EDGAR 09/16/2026 - 04:55 PM Learn about SEC filing dates

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 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)

X	Director		10% 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)

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock								537,134(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)	09/15/2026		A		$124		(3)	(3)	Common Stock	124	$38.78	26,816	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 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 attorney	09/16/2026
	** 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.
* Form 4: SEC 1474 (03-26)