Orange County Bancorp (OBT) Director Reports 9,295-Share Sale and RSU/Phantom Grants

Rhea-AI Filing Summary

Jonathan F. Rouis, a director of Orange County Bancorp, Inc. (OBT), reported transactions dated 09/16/2025. The filing shows a disposition of 9,295 shares of common stock and indicates beneficial ownership of 5,658 shares400 shares held indirectly by spouse. The filing records the acquisition of 28 phantom stock units, each economically equivalent to one common share and payable upon the reporting person’s separation from service. Explanatory notes state some holdings include restricted stock units that vest either 100% at grant or on February 20, 2026, and phantom stock is settled upon separation as a director.

Positive

• Timely disclosure of director transactions under Section 16
• Clear explanatory notes describing RSU vesting and phantom stock payout conditions
• Identification of indirect holdings (400 shares held by spouse), improving transparency

Negative

• Large disposition of 9,295 common shares by a director could be interpreted negatively by some investors
• Filing lacks aggregate dollar amounts for the disposed shares, limiting immediate assessment of monetary impact

Insights

Securities Analyst

TL;DR: Routine director-level equity disposition with related grant of phantom stock and RSU disclosures; appears procedural rather than transformational.

The Form 4 documents a sale of 9,295 common shares and simultaneous reporting of derivative and restricted-equity holdings including 28 phantom stock units and RSUs with different vesting conditions. This filing is a standard Section 16 disclosure that updates investors on a director’s changes in beneficial ownership. The presence of RSUs that vest 100% on grant and others vesting on February 20, 2026, plus phantom stock payable on separation, suggests compensation-related equity adjustments rather than operating changes. For valuation impact, the filing supplies share counts but no aggregate dollar amounts beyond a per-unit price listed for certain derivative components.

Corporate Governance Expert

TL;DR: Disclosure is complete and timely; transactions relate to director compensation and a material sale, warranting investor attention but not indicating governance change.

The filer checked that the report is by a single reporting person and identified the relationship as Director. Explanations clarify the nature of restricted stock units and phantom stock, which is important for understanding when economic exposure converts to stock. The filing is appropriately signed under power of attorney. From a governance perspective, the document updates insider holdings and compensation-related instruments without reporting any officer role changes or new related-party arrangements.

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^*

Rouis Jonathan 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								9,295(1)(2)	D
Common Stock								400	I	By 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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Phantom Stock	(3)	09/16/2025		A		$28		(3)	(3)	Common Stock	28	$25.95	5,658	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 did OBT director Jonathan F. Rouis report on Form 4?

The filing reports a disposition of 9,295 common shares on 09/16/2025, continued direct beneficial ownership of 5,658 shares, and 400 shares held indirectly by his spouse.

Did the filing include any equity grants for Jonathan F. Rouis (OBT)?

Yes. The filing shows an acquisition of 28 phantom stock units and mentions restricted stock units that vest either 100% at grant or on February 20, 2026.

What is phantom stock as described in the Form 4 for OBT?

The filing states each phantom stock unit is the economic equivalent of one common share and becomes payable when the reporting person separates from service as a director.

Is this Form 4 a joint filing or filed by one person for OBT?

The filer checked that the form is filed by one reporting person (individual filing).

Who signed the Form 4 for Jonathan F. Rouis?

The Form 4 was signed /s/ Jennifer Staub, pursuant to power of attorney on 09/17/2025.