Orange County Bancorp director receives phantom stock

Rouis Jonathan F reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

Rouis Jonathan F reported acquisition or exercise transactions in this Form 4 filing.

Orange County Bancorp, Inc. director Jonathan F. Rouis reported a compensation-related award of phantom stock tied to the company’s common stock. The award is economically equivalent to 37 shares at $35.35 per share and increases his phantom stock balance to 7,260 units.

Following this filing, Rouis also reports holdings of 9,166 common shares directly and 400 common shares held indirectly through his spouse. The phantom stock and restricted stock units settle in common shares upon his separation from service.

Insider Trade Summary

Grant/Award: 0 shares

Grant/Award 3 txns

Insider Rouis Jonathan F

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Phantom Stock	0	$35.35	$0.00
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Phantom Stock — 7,260 contracts (Direct); Common Stock — 9,166 shares (Direct); Common Stock — 400 shares (Indirect, By Spouse)

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 grant equivalent: 37 shares Reference price per unit: $35.35/share Phantom stock balance: 7,260 units +2 more

5 metrics

Phantom stock grant equivalent 37 shares Economic equivalent of common stock in latest award

Reference price per unit $35.35/share Price used for phantom stock grant

Phantom stock balance 7,260 units Total phantom stock following transaction

Direct common stock holdings 9,166 shares Common stock held directly after transaction

Indirect common stock holdings 400 shares Common stock held indirectly by spouse

Key Terms

Phantom Stock, restricted stock units, vest 100%, economic equivalent

4 terms

Phantom Stock financial

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

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.

vest 100% financial

"Includes restricted stock units which vest 100% on February 19, 2027"

economic equivalent financial

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

FAQ

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

What insider transaction did OBT director Jonathan F. Rouis report?

Jonathan F. Rouis reported a grant of phantom stock tied to Orange County Bancorp common shares. The award is economically equivalent to 37 shares at $35.35, increasing his phantom stock balance to 7,260 units as part of his director compensation.

How many Orange County Bancorp (OBT) common shares does Jonathan F. Rouis hold?

After this Form 4, Jonathan F. Rouis reports 9,166 shares of Orange County Bancorp common stock held directly and 400 shares held indirectly through his spouse, in addition to 7,260 phantom stock units linked to common shares.

What is the value basis of the phantom stock granted to OBT director Rouis?

The phantom stock grant to Jonathan F. Rouis is based on a reference price of $35.35 per unit. Each phantom stock unit is economically equivalent to one share of Orange County Bancorp common stock and becomes payable upon his separation from service as a director.

What does the phantom stock award for Orange County Bancorp’s director represent?

The phantom stock award represents a deferred compensation arrangement for the director. Each unit mirrors the value of one OBT common share and is paid in shares of common stock when the director separates from service, rather than as an immediate cash or stock transaction.

Are the phantom stock and restricted stock units in OBT immediately vested?

Some restricted stock units vest 100% on the grant date, while others vest 100% on February 19, 2027. Both the RSUs and phantom stock are settled in Orange County Bancorp common shares when the reporting person separates from service with the company.

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

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Accepted by SEC EDGAR 06/17/2026 - 09:54 AM EDT 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^*

Rouis Jonathan F

(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)
06/15/2026

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								9,166(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)	06/15/2026		A		$37		(3)	(3)	Common Stock	37	$35.35	7,260	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	06/16/2026
	** 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)