Orange County Bancorp director reports equity grants, disposal

Orange County Bancorp director Marianna R. Kennedy reported equity awards and a share disposition.

Rhea-AI Filing Summary

Orange County Bancorp director Marianna R. Kennedy reported equity awards and a share disposition. On February 19, 2026, she was granted 866 shares of common stock as a stock award. On February 20, 2026, she disposed of 995 common shares back to the issuer, leaving 1,466 common shares held directly.

She also reported phantom stock and restricted stock units that are economically equivalent to common shares and generally settle in common stock upon her separation from service as a director, with certain units vesting 100% on specified future dates.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Kennedy Marianna R

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Phantom Stock	0	$0.00	$0.00
Disposition	Common Stock	995	$0.00	$0.00
Grant/Award	Common Stock	866	$0.00	$0.00

Holdings After Transaction: Phantom Stock — 9,857 contracts (Direct); Common Stock — 1,466 shares (Direct)

Footnotes (4)

1. F1. 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. F2. Restricted stock units which vest 100% on February 20, 2026 (including accumulated dividends) and were deferred into the Orange County Bancorp, Inc. Stock-Based Deferral Plan, as amended and restated. The restricted stock units will settle in shares of Issuer common stock upon the reporting person's separation from service.
3. F3. 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.
4. F4. Restricted stock units which vest 100% on February 19, 2027, and are settled in shares of Issuer common stock upon separation from service of the reporting person.

FAQ

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

What insider transactions did Orange County Bancorp (OBT) director Marianna R. Kennedy report?

Marianna R. Kennedy reported a grant of 866 shares of common stock and a disposition of 995 common shares back to Orange County Bancorp, along with updates to her phantom stock and restricted stock unit holdings tied to her director service.

How many Orange County Bancorp (OBT) common shares does Marianna R. Kennedy hold after these Form 4 transactions?

After the reported transactions, Marianna R. Kennedy directly holds 1,466 shares of Orange County Bancorp common stock. This figure reflects both the 866-share grant and the 995-share disposition to the issuer disclosed in the Form 4 filing.

What was the nature of the 866-share Orange County Bancorp (OBT) award to Marianna R. Kennedy?

The 866-share transaction was a grant or award of Orange County Bancorp common stock. It was reported with code “A,” indicating an acquisition through an equity award rather than an open-market purchase, and increases her directly held share count.

How should the 995-share disposition by Marianna R. Kennedy in Orange County Bancorp (OBT) be interpreted?

The 995-share transaction was reported with code “D,” described as a disposition to the issuer. This typically reflects shares returned to the company, such as for tax or plan-related reasons, rather than a market sale to third-party investors.

What are the phantom stock and restricted stock units reported by Orange County Bancorp (OBT) director Marianna R. Kennedy?

Her phantom stock and restricted stock units each represent the economic equivalent of common shares. They generally vest 100% on specified future dates and are settled in Orange County Bancorp common stock when she separates from service as a director.

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

Form 4 Insider Transactions: What Each Field Means →

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Accepted by SEC EDGAR 02/23/2026 - 03:59 PM Learn about SEC filing dates

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)
02/19/2026

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	02/19/2026		A		866(4)	A	$0	2,461(1)(2)	D
Common Stock	02/20/2026		D		995	D	(2)	1,466(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)	02/20/2026		A		$1,011		(3)	(3)	Common Stock	1,011	(2)	9,857	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. Restricted stock units which vest 100% on February 20, 2026 (including accumulated dividends) and were deferred into the Orange County Bancorp, Inc. Stock-Based Deferral Plan, as amended and restated. The restricted stock units will settle in shares of Issuer common stock upon the reporting person's separation from service.

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.

4. Restricted stock units which vest 100% on February 19, 2027, and are settled in shares of Issuer common stock upon separation from service of the reporting person.

	/s/ Jennifer Staub, pursuant to power of attorney	02/23/2026
	** 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.