Orange County Bancorp (OBT) Director Reports 12,446-Share Sale and Phantom Stock Grant

Rhea-AI Filing Summary

Jon Schiller, a director of Orange County Bancorp, Inc. (OBT), reported transactions dated 10/01/2025. The filing shows 12,446 shares of common stock disposed and records the acquisition of 769 units of phantom stock that are the economic equivalent of one share each and become payable upon his separation as a director. The form also notes restricted stock units that vest 100% on February 20, 2026 and are settled in shares of the issuer's common stock upon the reporting person’s separation from service.

The Form 4 was signed on behalf of the reporting person by Jennifer Staub under power of attorney on 10/02/2025. The filing identifies Schiller’s relationship to the issuer as a director and is a single-person Form 4 submission.

Positive

• None.

Negative

• Director disposition of 12,446 common shares reported on 10/01/2025
• Phantom stock acquired (769 units) only payable upon separation, limiting immediate equity alignment

Insights

Insider Transactions Analyst

Insider sold 12,446 common shares and acquired 769 phantom units on 10/01/2025.

The filing documents a sizable disposition of common stock and a simultaneous acquisition of phantom stock units that pay out only upon separation from service. This combination indicates the reporting person reduced direct shareholdings while receiving deferred, service-linked economic exposure rather than immediate cash or long-term equity retention.

Corporate Governance Expert

Director maintains deferred compensation exposure via phantom stock and RSUs that vest Feb 20, 2026.

The report explicitly discloses restricted stock units vesting fully on February 20, 2026, and phantom stock payable on separation, which ties compensation to continued service rather than immediate equity ownership. These instruments affect how the director’s interests align with long-term shareholder value.

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^*

Schiller Jon

(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)
10/01/2025

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								12,446(1)	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	(2)	10/01/2025		A		$769		(2)	(2)	Common Stock	769	$25.1	3,046	D

Explanation of Responses:

1. 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.

2. 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	10/02/2025
	** 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

Who filed the Form 4 for Orange County Bancorp (OBT)?

The Form 4 was filed for Jon Schiller, identified as a director, with the signature executed by Jennifer Staub under power of attorney on 10/02/2025.

What transaction did Jon Schiller report on 10/01/2025?

He reported a disposition of 12,446 shares of common stock and an acquisition of 769 phantom stock units on 10/01/2025.

Do any restricted stock units (RSUs) appear in the filing?

Yes. The filing states RSUs that vest 100% on February 20, 2026 and are settled in shares upon the reporting person’s separation from service.

What is the economic nature of the phantom stock reported?

The filing explains each phantom stock unit is the economic equivalent of one share of common stock and becomes payable upon the reporting person’s separation as a director.

Was this Form 4 filed jointly or by a single reporting person?

The form indicates it was filed by one reporting person.