Orange County Bancorp (OBT) CFO reports tax-related share withholding

Rhea-AI Filing Summary

Orange County Bancorp, Inc. executive Michael Lesler reported a routine tax-related share disposition. On March 10, 2026, 271 shares of common stock were withheld at $31.47 per share to satisfy tax obligations, a non‑market transaction coded as a tax-withholding disposition.

After this event, Lesler directly held 12,334 shares of common stock, plus indirect holdings of 1,550 shares through a 401(k) and 2,000 shares through an IRA. He also had 2,504 phantom stock units tied to common stock under a performance-based SERP, which may be settled in shares according to his prior election.

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
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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^*

Lesler Michael

(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, Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/10/2026

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	03/10/2026		F		271	D	$31.47	12,334(1)(2)(3)	D
Common Stock								1,550(4)	I	By 401(k)
Common Stock								2,000	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Phantom Stock	(5)							(5)	(5)	Common Stock	2,504		2,504	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	03/12/2026
	** 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.

FAQ

What insider transaction did Orange County Bancorp (OBT) report for Michael Lesler?

Orange County Bancorp reported that EVP and CFO Michael Lesler had 271 common shares withheld at $31.47 per share on March 10, 2026 to cover tax obligations. This is a tax-withholding disposition, not an open-market purchase or sale.

How many Orange County Bancorp (OBT) shares does Michael Lesler hold after the reported transaction?

After the transaction, Michael Lesler directly held 12,334 common shares, plus 1,550 shares indirectly through a 401(k) and 2,000 shares indirectly through an IRA. These positions show his remaining equity exposure following the tax-withholding event.

Was the Orange County Bancorp (OBT) insider transaction a market sale of shares?

No. The filing classifies the transaction as a tax-withholding disposition, code F, where 271 shares were delivered to satisfy tax liabilities. It does not represent an open-market sale initiated by the insider on an exchange.

What phantom stock position does Orange County Bancorp (OBT) CFO Michael Lesler report?

Lesler reports 2,504 phantom stock units, each linked to a share of Orange County Bancorp common stock, under a Performance-Based SERP. According to the filing, these phantom interests may be settled in company stock upon distribution, based on his prior election.

How does the Performance-Based SERP work for Orange County Bancorp (OBT) phantom stock?

The Performance-Based SERP creates phantom stock interests that track Orange County Bancorp shares. The filing notes these phantom units may be settled in company stock upon distribution to the reporting person, depending on an earlier settlement election made by the executive.

What does the tax-withholding code F mean in the Orange County Bancorp (OBT) Form 4?

Code F indicates payment of tax liability by delivering securities. In this case, 271 common shares of Orange County Bancorp were withheld at $31.47 per share to cover taxes, rather than being sold in an open-market transaction by the executive.