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Orange County Bancorp (OBT) EVP awarded phantom stock tied to SERP

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Sousa Gregory reported acquisition or exercise transactions in this Form 4 filing.

Orange County Bancorp EVP and Deputy CLO Gregory Sousa received a grant of phantom stock tied to the company’s Performance-Based SERP. The phantom stock, valued at $28.38 per unit, brings his total phantom stock holdings to 4,915 units. He also holds 10,280 shares of common stock directly and 6,394 shares indirectly through a 401(k).

Positive

  • None.

Negative

  • None.
Insider Sousa Gregory
Role EVP and Deputy CLO
Type Security Shares Price Value
Grant/Award Phantom Stock 0 $28.38 --
holding Common Stock -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Phantom Stock — 4,915 shares (Direct); Common Stock — 10,280 shares (Direct); Common Stock — 6,394 shares (Indirect, By 401(k))
Footnotes (1)
  1. Includes restricted stock units which vest at a rate of 1/3 per year commencing on March 11, 2024. Includes restricted stock units which vest at a rate of 1/3 per year commencing on March 21, 2025. Includes restricted stock units which vest at a rate of 1/3 per year commencing on March 20, 2026. Reflects transactions not required to be reported pursuant to Section 16 of the Securities Exchange Act of 1934, as amended. Represents deemed investments in connection with the Performance-Based SERP. Phantom stock interests under the Performance-Based SERP may be settled in shares of Company stock upon distribution to the reporting person, based on their prior election.
Form 4 Insider Transactions: What Each Field Means →
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*
Sousa Gregory
(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)
Director 10% Owner
X Officer (give title below) Other (specify below)
EVP and Deputy CLO
3. Date of Earliest Transaction (Month/Day/Year)
02/19/2026
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 10,280(1)(2)(3) D
Common Stock 6,394(4) I By 401(k)
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 (5) 02/19/2026 A $1,233 (5) (5) Common Stock 1,233 $28.38 4,915 D
Explanation of Responses:
1. Includes restricted stock units which vest at a rate of 1/3 per year commencing on March 11, 2024.
2. Includes restricted stock units which vest at a rate of 1/3 per year commencing on March 21, 2025.
3. Includes restricted stock units which vest at a rate of 1/3 per year commencing on March 20, 2026.
4. Reflects transactions not required to be reported pursuant to Section 16 of the Securities Exchange Act of 1934, as amended.
5. Represents deemed investments in connection with the Performance-Based SERP. Phantom stock interests under the Performance-Based SERP may be settled in shares of Company stock upon distribution to the reporting person, based on their prior election.
/s/ Jennifer Staub, pursuant to power of attorney 02/23/2026
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did OBT executive Gregory Sousa report on this Form 4?

Gregory Sousa reported receiving a grant of phantom stock tied to Orange County Bancorp’s Performance-Based SERP. The award increased his phantom stock holdings to 4,915 units, with a reference value of $28.38 per unit in the filing.

How many Orange County Bancorp (OBT) phantom stock units does Gregory Sousa now hold?

After the reported grant, Gregory Sousa holds 4,915 phantom stock units. These units represent deemed investments under the company’s Performance-Based SERP and may be settled in shares of Orange County Bancorp stock upon distribution, depending on his prior election.

What are Gregory Sousa’s direct and indirect common stock holdings in OBT?

The Form 4 shows Gregory Sousa directly holds 10,280 shares of Orange County Bancorp common stock. He also indirectly holds 6,394 shares through a 401(k) plan, reflecting retirement-plan investments associated with the company’s stock.

How can Gregory Sousa’s phantom stock under the Performance-Based SERP be settled?

The phantom stock interests under the Performance-Based SERP may be settled in shares of Orange County Bancorp stock upon distribution. Settlement method depends on the reporting person’s prior election, as described in the Form 4 footnotes.

Does the OBT Form 4 indicate any open-market buying or selling by Gregory Sousa?

The filing does not show any open-market purchases or sales. It reports a grant of phantom stock classified as a grant, award, or other acquisition, plus updated holdings, rather than traditional buy or sell transactions.