Orange County Bancorp (OBT) director updates holdings with phantom stock award

Rhea-AI Filing Summary

Orange County Bancorp, Inc. director reported new equity-based compensation and updated holdings. On December 16, 2025, the director acquired 53 shares of phantom stock, each economically equivalent to one share of common stock, at $28.95 per unit. These phantom stock units become payable in shares of common stock when the director separates from service.

After this transaction, the director beneficially owned 8,647 derivative securities in the form of phantom stock. The filing also reports ownership of 1,595 shares of common stock, which include restricted stock units that either vested on the grant date or will vest 100% on February 20, 2026, and are settled in common stock upon separation from service.

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^*

Kennedy Marianna R

(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)
12/16/2025

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								1,595(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
Phantom Stock	(3)	12/16/2025		A		53		(3)	(3)	Common Stock	53	$28.95	8,647	D

Explanation of Responses:

1. Includes restricted stock units which vest 100% as of the date of grant and are settled in shares of Issuer common stock upon separation from service of the reporting person.

2. 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.

3. 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	12/17/2025
	** 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

What insider transaction did Orange County Bancorp (OBT) disclose in this filing?

The filing shows that a director of Orange County Bancorp, Inc. acquired 53 shares of phantom stock on December 16, 2025. Each phantom stock unit is economically equivalent to one share of common stock and becomes payable when the director separates from service.

How many Orange County Bancorp (OBT) phantom stock units does the director own after this transaction?

Following the reported transaction, the director beneficially owned 8,647 derivative securities in the form of phantom stock, all reported as held with direct ownership.

What common stock holdings does the Orange County Bancorp (OBT) director report?

The director reports owning 1,595 shares of common stock. This amount includes restricted stock units that vest 100% on the grant date or on February 20, 2026 and are settled in shares of common stock when the director separates from service.

How are the restricted stock units for the Orange County Bancorp (OBT) director structured?

Some restricted stock units vest 100% as of the date of grant, while others vest 100% on February 20, 2026. In both cases, they are settled in shares of Orange County Bancorp common stock upon the director’s separation from service.

What is the economic value relationship between the phantom stock and Orange County Bancorp (OBT) common stock?

Each share of phantom stock is described as the economic equivalent of one share of common stock. The phantom stock becomes payable in connection with the director’s separation from service as a director.

Was the Orange County Bancorp (OBT) director’s filing made individually or jointly?

The report indicates that it is a Form filed by one reporting person, meaning the director filed individually rather than as part of a group.