Orange County Bancorp (OBT) risk chief granted stock and tax shares withheld

Rhea-AI Filing Summary

Orange County Bancorp SVP and Chief Risk Officer Michael Listner received a stock award and had shares withheld for taxes. He acquired 2,827 shares of common stock as a grant at $0.0000 per share, and 832 shares were disposed of at $31.15 per share to cover tax obligations.

After these transactions, he directly holds 9,969 shares of common stock. His holdings include restricted stock units that vest in equal one-third installments beginning on March 21, 2025, March 20, 2026, and March 19, 2027, providing a staged compensation over several years.

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^*

Listner Michael

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SVP and Chief Risk Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/19/2026

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	03/19/2026		A		2,827(3)	A	$0	10,801(1)(2)	D
Common Stock	03/19/2026		F		832	D	$31.15	9,969(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

Explanation of Responses:

1. Includes restricted stock units which vest at a rate of 1/3 per year commencing on March 21, 2025.

2. Includes restricted stock units which vest at a rate of 1/3 per year commencing on March 20, 2026.

3. Restricted stock units which vest at a rate of 1/3 per year commencing on March 19, 2027.

	/s/ Jennifer Staub, pursuant to power of attorney	03/23/2026
	** 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)

FAQ

What insider transactions did Orange County Bancorp (OBT) report for Michael Listner?

Orange County Bancorp reported that SVP and Chief Risk Officer Michael Listner received a grant of 2,827 common shares and had 832 shares withheld to cover tax obligations. These are compensation-related transactions, not open-market purchases or sales.

How many Orange County Bancorp (OBT) shares does Michael Listner hold after this Form 4?

Following the reported transactions, Michael Listner directly holds 9,969 shares of Orange County Bancorp common stock. This figure includes his awarded shares and reflects the shares withheld to satisfy tax liabilities associated with his stock-based compensation.

Was the Orange County Bancorp (OBT) insider activity a stock purchase or sale?

The activity was primarily a stock award and tax withholding, not an open-market trade. Listner received 2,827 shares as a grant, while 832 shares were disposed of at $31.15 per share solely to satisfy tax obligations on his compensation.

What price was used for the tax-withholding shares in the Orange County Bancorp (OBT) filing?

The shares withheld for taxes were valued at $31.15 per share. A total of 832 shares were used in this tax-withholding disposition, helping cover the tax liability tied to Michael Listner’s stock-based compensation grant on the transaction date.

How do Michael Listner’s restricted stock units at Orange County Bancorp (OBT) vest?

His restricted stock units vest in equal one-third installments over three years. The vesting schedules commence on March 21, 2025, March 20, 2026, and March 19, 2027, creating a multi-year incentive structure aligned with continued service and performance.

Does the Orange County Bancorp (OBT) Form 4 indicate any remaining derivative positions for Michael Listner?

The filing shows no remaining derivative securities such as options or warrants for Michael Listner. The derivative section is empty, indicating that the reported activity relates only to common stock and restricted stock units as part of his compensation.