Orange County Bancorp CEO gets phantom stock

Gilfeather Michael J reported acquisition or exercise transactions in this Form 4 filing.

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Form Type

Rhea-AI Filing Summary

Gilfeather Michael J reported acquisition or exercise transactions in this Form 4 filing.

Orange County Bancorp, Inc. President and CEO Michael J. Gilfeather reported updated equity holdings, including a new phantom stock award. He received a grant of phantom stock economically equivalent to 134 shares of common stock at a reference price of $35.35 per share, bringing his phantom stock balance to 26,596 units that become payable upon his separation of service as a director.

Following these updates, he holds 129,449 shares of common stock directly and 16,400 shares indirectly through an IRA. The direct position includes restricted stock units scheduled to vest in installments beginning on March 21, 2025, March 20, 2026, and March 19, 2027, as well as tranches vesting on December 31, 2026 and March 19, 2029.

Insider Trade Summary

Grant/Award: 0 shares

Grant/Award 3 txns

Insider Gilfeather Michael J

Role President and CEO

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 — 26,596 contracts (Direct); Common Stock — 129,449 shares (Direct); Common Stock — 16,400 shares (Indirect, By IRA)

Footnotes (6)

F1. Includes restricted stock units which vest at a rate of 1/3 per year commencing on March 21, 2025.
F2. Includes restricted stock units which vest at a rate of 1/3 per year commencing on March 20, 2026.
F3. Includes restricted stock units which vest on December 31, 2026.
F4. Restricted stock units which vest at a rate of 1/3 per year commencing on March 19, 2027.
F5. Restricted stock units which vest on March 19, 2029.
F6. 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 reference price: $35.35 per unit Underlying common shares for new phantom award: 134 shares Total phantom stock after grant: 26,596 units +2 more

5 metrics

Phantom stock grant reference price $35.35 per unit New phantom stock award

Underlying common shares for new phantom award 134 shares Economic equivalent of phantom stock grant

Total phantom stock after grant 26,596 units Balance following reported transaction

Direct common stock holdings 129,449 shares Held directly after transactions

Indirect common stock holdings (IRA) 16,400 shares Held indirectly via IRA after transactions

Key Terms

phantom stock, restricted stock units, separation of service, IRA

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 at a rate of 1/3 per year"

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.

separation of service financial

"becomes payable upon the reporting person's separation of service as a director"

IRA financial

"direct_or_indirect: I, nature_of_ownership: By IRA"

An individual retirement account (IRA) is a savings account designed to help people put aside money for their retirement, often with tax advantages that encourage long-term savings. It matters to investors because it can grow over time, providing financial security later in life, and offers benefits that can reduce current taxes or allow investments to compound more effectively.

FAQ

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

What insider transaction did OBT CEO Michael Gilfeather report?

Michael J. Gilfeather reported a new phantom stock award tied to 134 underlying common shares at $35.35 per share. This compensation-related grant increases his phantom stock balance to 26,596 units, economically mirroring Orange County Bancorp common stock.

How many Orange County Bancorp (OBT) shares does the CEO now hold?

After the reported transactions, Michael J. Gilfeather holds 129,449 common shares directly and 16,400 common shares indirectly through an IRA. These figures include restricted stock units that will vest over several future dates through March 2029.

What is the nature of the phantom stock granted to OBT’s CEO?

Each phantom stock unit is economically equivalent to one Orange County Bancorp common share. The units become payable when the reporting person separates from service as a director, aligning compensation with long-term shareholder value without immediate share issuance.

What vesting schedule applies to Michael Gilfeather’s restricted stock units at OBT?

His holdings include restricted stock units that vest one-third per year starting March 21, 2025 and March 20, 2026, plus tranches vesting on December 31, 2026, March 19, 2027, and March 19, 2029. These schedules phase in ownership over several years.

Is the reported OBT Form 4 a stock sale by the CEO?

No. The Form 4 primarily reflects a grant of phantom stock and updated holdings, not open-market purchases or sales. The transaction code indicates a grant or award acquisition, and transaction summaries show no buy or sell share activity.

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

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Accepted by SEC EDGAR 06/17/2026 - 10:00 AM EDT

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^*

Gilfeather Michael J

(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
X	Officer (give title below)	Other (specify below)
	President and CEO

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock								129,449⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾	D
Common Stock								16,400	I	By IRA

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Phantom Stock	⁽⁶⁾	06/15/2026		A		$134		⁽⁶⁾	⁽⁶⁾	Common Stock	134	$35.35	26,596	D

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. Includes restricted stock units which vest on December 31, 2026.

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

5. Restricted stock units which vest on March 19, 2029.

6. 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)

Source: View Original Filing on SEC EDGAR