Orange County Bancorp (OBT) Director Sells 68,953 Shares, Reports RSUs and Phantom Stock

Rhea-AI Filing Summary

Gregory F. Holcombe, a director of Orange County Bancorp, Inc. (OBT), reported transactions dated 09/16/2025 on Form 4. The filing shows a disposition of 68,953 shares of the issuer's common stock. After the reported transactions the filing lists 21,189 shares held directly by Mr. Holcombe. The report also discloses indirect beneficial holdings of 14,920 shares by a foundation, 69,440 shares by an LLC, and 12,054 shares by a trust. The filing records acquisition of 106 units of phantom stock on 09/16/2025, each economically equivalent to one share and payable upon the reporting person's separation from service, with a stated price of $25.95 per share. The filing includes restricted stock unit disclosures: one grant vests 100% as of grant and another vests 100% on February 20, 2026, both settled in shares upon separation from service. The form is signed by an attorney-in-fact on 09/17/2025.

Positive

• Disclosure of RSU vesting dates provides clear timing for potential future share settlement
• Phantom stock grant (106 units) is disclosed and described as payable on separation, clarifying compensation terms
• Detailed breakdown of indirect holdings by foundation, LLC, and trust improves transparency

Negative

• Large disposition of 68,953 shares significantly reduces the reporting person's direct holdings
• Concentration of holdings in related entities (foundation, LLC, trust) may mask changes in overall insider exposure

Insights

Financial Analyst

TL;DR: Director sold a sizable block of shares and received phantom stock plus RSU disclosures; overall neutral to modestly negative for insider ownership.

Mr. Holcombe's reported disposition of 68,953 common shares materially reduces his direct stake, while indirect holdings across a foundation, LLC, and trust remain substantial. The grant of 106 phantom shares and RSU vesting particulars are non-cash, compensation-related items indicating ongoing director remuneration rather than market purchases. From a shareholder perspective the large sale is notable; however, substantial indirect holdings and remaining direct shares mean the insider retains exposure to OBT equity.

Corporate Governance Expert

TL;DR: Transaction mix shows routine director compensation and a significant block sale; governance disclosure is complete and standard for Form 4.

The Form 4 provides required transparency: direct and indirect holdings are itemized, RSU vesting schedules disclosed, and phantom stock defined as payable on separation. The signature by a power of attorney is properly indicated. The combination of compensation grants (RSUs, phantom stock) and a large disposition should be monitored for timing and potential policy implications, but the filing itself follows standard reporting practices.

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).

1. Name and Address of Reporting Person^*

HOLCOMBE GREGORY F

(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)
09/16/2025

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								68,953(1)(2)	D
Common Stock								14,920	I	By Foundation
Common Stock								69,440	I	By LLC
Common Stock								12,054	I	By Trust

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)	09/16/2025		A		$106		(3)	(3)	Common Stock	106	$25.95	21,189	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	09/17/2025
	** 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 transactions did Gregory F. Holcombe report on Form 4 for OBT?

He reported a disposition of 68,953 common shares on 09/16/2025 and the acquisition of 106 units of phantom stock on the same date.

How many OBT shares does Mr. Holcombe beneficially own after the reported transactions?

21,189 shares directly, plus 14,920 shares held by a foundation, 69,440 shares held by an LLC, and 12,054 shares held by a trust as reported.

What are the terms of the phantom stock reported on the Form 4?

106 units of phantom stock were acquired on 09/16/2025; each unit is economically equivalent to one common share and becomes payable upon the reporting person's separation from service; the report shows a price of $25.95 per share.

Are there any restricted stock units (RSUs) disclosed in the filing?

Yes. One RSU grant vests 100% as of the date of grant and settles in shares upon separation; another vests 100% on February 20, 2026 and settles in shares upon separation.

Who signed the Form 4 and when was it filed?

The form is signed by Jennifer Staub pursuant to power of attorney and dated 09/17/2025 on the filing.