Orange County Bancorp (OBT) risk chief reports small tax-withholding share move

Rhea-AI Filing Summary

Orange County Bancorp SVP and Chief Risk Officer Michael Listner reported a small tax-related share disposition. On March 10, he disposed of 326 shares of common stock at $31.47 per share to cover tax obligations, a non-market transaction classified as a tax-withholding disposition. After this event, he directly holds 7,974 shares of common stock. His holdings also include restricted stock units that vest in equal one-third installments beginning on March 11, 2024, March 21, 2025, and March 20, 2026.

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^*

Listner 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)
	SVP and Chief Risk 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		326	D	$31.47	7,974(1)(2)(3)	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

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.

	/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 Listner?

Orange County Bancorp reported that SVP and Chief Risk Officer Michael Listner disposed of 326 common shares. The transaction was a tax-withholding disposition, meaning shares were surrendered to cover tax liabilities rather than sold in the open market.

Was the OBT insider transaction an open-market sale of shares?

No, the OBT insider transaction was not an open-market sale. It was coded as a tax-withholding disposition, where 326 shares were delivered to satisfy tax obligations, rather than being sold on the market for investment or liquidity purposes.

How many Orange County Bancorp shares does Michael Listner hold after this Form 4?

Following the tax-withholding disposition, Michael Listner directly holds 7,974 shares of Orange County Bancorp common stock. This remaining position reflects his direct ownership after 326 shares were used to cover tax liabilities tied to equity compensation.

What was the share price used in Michael Listner’s tax-withholding transaction for OBT?

The tax-withholding disposition for Michael Listner used a price of $31.47 per Orange County Bancorp share. This per-share value determines the dollar amount of tax satisfied by delivering 326 shares instead of paying cash to the company or tax authorities.

Do Michael Listner’s OBT holdings include restricted stock units (RSUs)?

Yes, Michael Listner’s holdings include restricted stock units that vest over time. The RSUs vest in equal one-third installments beginning on March 11, 2024, March 21, 2025, and March 20, 2026, aligning with a multi-year equity compensation schedule.