Orange County Bancorp Insider Report: Share Disposal and Phantom Stock Grant

Rhea-AI Filing Summary

Orange County Bancorp, Inc. (OBT) Form 4: Director Kevin J. Keane reported transactions on 09/16/2025 reflecting both disposals and acquisitions tied to director compensation. He disposed of 19,395 shares of common stock and holds other holdings through indirect vehicles: 7,400 shares via a partnership and 832 shares via a 401(k). The filing shows a grant of 74 units of phantom stock (economic equivalent to common shares) exercisable upon separation and 14,795 shares of common stock held directly after the transactions. Restricted stock units are noted: one tranche vested on grant and another vests 02/20/2026, each settled in shares on separation from service.

Positive

• Transparency: The filing clearly discloses the director's disposals, direct and indirect holdings, and compensation-related awards.
• Compensation structure disclosed: Restricted stock units and phantom stock terms (vesting dates and settlement on separation) are specified.

Negative

• Significant disposal: The reporting person disposed of 19,395 shares, reducing direct holdings to 14,795 shares.

Insights

Financial Analyst

TL;DR Insider reported a net disposal with remaining direct and indirect holdings plus compensation in RSUs and phantom shares.

The Form 4 documents a disposition of 19,395 common shares by a director alongside continued direct ownership of 14,795 shares and indirect holdings of 8,232 shares across a partnership and 401(k). Compensation-related awards include restricted stock units with one tranche vesting on grant and another vesting 02/20/2026, and 74 phantom stock units tied to separation. From an investor-data perspective, these entries update insider ownership counts and show non-cash compensation mechanisms rather than open-market purchases.

Corporate Governance Expert

TL;DR Director compensation and an executed disposal are detailed; awards vest on specified dates and phantom units pay out on separation.

The filing clarifies the structure of director remuneration: immediate-vesting RSUs (settled on separation), an RSU tranche vesting 02/20/2026, and phantom stock that becomes payable upon separation. The reported disposal of 19,395 shares changes the director's direct stake to 14,795 shares. These disclosures meet Section 16 reporting requirements and provide transparency on vested and contingent equity tied to service termination.

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^*

Keane Kevin J

(Last) (First) (Middle)

212 DOLSON AVENUE

(Street)

MIDDLETON 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)
09/16/2025

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								19,395(1)(2)	D
Common Stock								7,400	I	By Partnership
Common Stock								832	I	By 401(k)

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)	09/16/2025		A		$74		(3)	(3)	Common Stock	74	$25.95	14,795	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	09/17/2025
	** 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 transactions did Kevin J. Keane report for OBT on 09/16/2025?

The filing reports a disposal of 19,395 common shares and the acquisition/grant of 74 phantom stock units, with resulting direct ownership of 14,795 shares.

How many shares does Kevin J. Keane beneficially own after the reported transactions?

After the transactions he directly beneficially owns 14,795 common shares and indirectly owns 7,400 shares via a partnership and 832 shares via a 401(k).

What are the vesting details for restricted stock units reported in the Form 4?

The filing states one set of restricted stock units vested 100% on grant and another set vests 02/20/2026; both are settled in shares upon separation from service.

What is the nature of the 74 phantom stock units granted?

Each phantom stock unit is the economic equivalent of one common share and becomes payable upon the reporting person's separation of service.

Does this Form 4 indicate joint filing or single reporting person?

The Form 4 was filed by one reporting person (Kevin J. Keane).