Orange County Bancorp insider: 1,595-share disposition and 43 phantom units granted

Rhea-AI Filing Summary

Marianna R. Kennedy, a director of Orange County Bancorp, Inc. (OBT), reported transactions on 09/16/2025. The filing shows a disposition of 1,595 shares of common stock and the grant/acquisition of 43 shares of phantom stock effective the same date with an economic value per phantom share shown as $25.95. The report also discloses restricted stock units: some that vest 100% as of the grant date and others that vest 100% on February 20, 2026, both settled in shares upon separation from service. After these transactions, the reporting person beneficially owns 8,593 shares of common stock. The form is signed under power of attorney on 09/17/2025.

Positive

• Director compensation disclosed: 43 phantom stock units granted, providing deferred economic alignment with shareholders
• Clear vesting schedule: RSUs include immediate vesting for some awards and a full vest date of February 20, 2026, clarifying future share issuance timing
• Post-transaction beneficial ownership disclosed: 8,593 shares reported following transactions

Negative

• Disposition of shares: 1,595 common shares were disposed of on 09/16/2025, reducing direct holdings

Insights

Corporate Governance Expert

TL;DR: Director received director compensation in phantom stock and RSUs while recording a small disposition; holdings remain disclosed and settled on separation.

The filing documents director compensation elements rather than executive option activity. The report notes phantom stock (43 units) and restricted stock units with specific vesting treatments: some vest immediately and others vest fully on February 20, 2026. Phantom shares are payable upon separation, indicating these awards are contractual compensation tied to board service. The disposition of 1,595 common shares is recorded on the same date, reducing direct holdings before reflecting awards. From a governance perspective, disclosures are routine and comply with Section 16 reporting standards by showing ownership changes and the nature of award settlement.

Securities Analyst

TL;DR: Insiders report modest net change: a sale-like disposition offset by awarded compensation; remaining beneficial ownership is 8,593 shares.

The document shows a reported disposition of 1,595 common shares and the acquisition of economically equivalent phantom stock (43 units) with an indicated price of $25.95 per share for valuation context. Restricted stock units that vest at different times are also noted and will convert to shares upon separation. While the transaction sizes appear modest relative to typical public-company float, the filing provides clear quantity and vesting timing that market participants can use to update insider ownership tallies.

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^*

Kennedy Marianna R

(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								1,595(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)	09/16/2025		A		$43		(3)	(3)	Common Stock	43	$25.95	8,593	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 Marianna R. Kennedy report on Form 4 for OBT?

The Form 4 reports a disposition of 1,595 common shares on 09/16/2025 and the acquisition of 43 phantom stock units plus restricted stock units with specified vesting.

How many OBT shares does the reporting person beneficially own after the transactions?

The filing shows beneficial ownership of 8,593 shares of Orange County Bancorp common stock following the reported transactions.

When do the restricted stock units (RSUs) reported by the director vest?

The filing states some RSUs vest 100% as of the grant date and another tranche vests 100% on February 20, 2026.

What is the nature of the phantom stock reported in the Form 4?

Each phantom stock unit is the economic equivalent of one common share and becomes payable upon the reporting person's separation from service as a director.

Who signed the Form 4 and when was it signed?

The Form 4 was signed under power of attorney by Jennifer Staub on 09/17/2025.