Orange County Bancorp (OBT) director adds phantom stock and reports holdings

Rhea-AI Filing Summary

Rouis Jonathan F reported acquisition or exercise transactions in this Form 4 filing.

Orange County Bancorp director Jonathan F. Rouis reported updated holdings and a new equity-based award. On July 1, 2026, he received a grant of phantom stock, economically equivalent to the value of common shares, tied to 120 shares of common stock at a reference price of $37.46 per share. Following this grant, his phantom stock balance totals 7,380 units, which become payable in common stock value when his service as a director ends.

As of the same date, Rouis also reports ownership of 9,166 shares of common stock held directly and 400 shares held indirectly through his spouse. Footnotes clarify that his holdings include restricted stock units that either vest immediately on grant or vest on February 19, 2027, in each case settling in common stock upon his separation from service.

Insights

Equity Compensation Analyst

Routine phantom stock grant increases director’s deferred equity exposure.

Jonathan F. Rouis, a director of Orange County Bancorp, received a grant of phantom stock tied to 120 shares at $37.46. Phantom stock mirrors common stock value but settles in cash or stock, here payable when board service ends.

The filing also shows total phantom stock units of 7,380, plus 9,166 common shares held directly and 400 shares indirectly via his spouse. Because this is a compensation-related award with no open-market buying or selling, it represents a routine adjustment to deferred equity rather than a directional trading signal.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Rouis Jonathan F

Role null

Type	Security	Shares	Price	Value
Grant/Award	Phantom Stock	0	$37.46	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Phantom Stock — 7,380 shares (Direct, null); Common Stock — 9,166 shares (Direct, null); Common Stock — 400 shares (Indirect, By Spouse)

Footnotes (1)

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. Includes 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. 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.

Key Figures

Phantom stock underlying shares: 120 shares Phantom stock grant reference price: $37.46 per share Total phantom stock units after grant: 7,380 units +2 more

5 metrics

Phantom stock underlying shares 120 shares Underlying common stock equivalent for new phantom stock grant

Phantom stock grant reference price $37.46 per share Price per share used for phantom stock grant

Total phantom stock units after grant 7,380 units Phantom stock balance following July 1, 2026 grant

Direct common stock holdings 9,166 shares Common stock held directly by Rouis after transactions

Indirect common stock holdings 400 shares Common stock held indirectly via spouse after transactions

Key Terms

phantom stock, restricted stock units, economic equivalent, separation from service

4 terms

phantom stock financial

"Each share of phantom stock is the economic equivalent of one share of common stock"

A phantom stock is a form of compensation that gives employees or executives the benefits of stock ownership, such as the increase in stock value, without actually giving them real shares. It acts like a promise to pay the employee the equivalent value of company stock later, often as a bonus or incentive. This allows companies to motivate and reward staff without diluting ownership or transferring actual shares.

restricted stock units financial

"Includes restricted stock units which vest 100% as of the date of grant"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

economic equivalent financial

"Each share of phantom stock is the economic equivalent of one share of common stock"

separation from service financial

"settled in shares of Issuer common stock upon separation from service of the reporting person"

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Available on EDGAR 07/06/2026 - 05:55 PM Accepted by SEC EDGAR 07/06/2026 - 05:54 PM Learn about SEC filing dates

FAQ

What insider transaction did Orange County Bancorp (OBT) report for Jonathan F. Rouis?

Orange County Bancorp reported that director Jonathan F. Rouis received a grant of phantom stock tied to 120 shares at $37.46. This award increases his deferred equity exposure but does not reflect an open-market purchase or sale of OBT common stock.

How many Orange County Bancorp (OBT) common shares does Jonathan F. Rouis hold after this Form 4?

After the reported transactions, Jonathan F. Rouis holds 9,166 shares of Orange County Bancorp common stock directly and 400 shares indirectly through his spouse. These figures reflect his equity position as of the July 1, 2026 reporting date.

What is the size and nature of the phantom stock award reported for OBT director Rouis?

The filing shows a phantom stock award economically equivalent to 120 shares of Orange County Bancorp common stock at $37.46 per share. His total phantom stock position rises to 7,380 units, payable upon his separation from service as a director.

When do Jonathan F. Rouis’s equity awards at Orange County Bancorp settle?

Footnotes explain that certain restricted stock units vest immediately or on February 19, 2027, and are settled in OBT common stock when Rouis separates from service. Phantom stock units are likewise payable when his board service ends, aligning settlement with his departure.

Does the Orange County Bancorp (OBT) Form 4 show any open-market stock purchases or sales by Rouis?

The Form 4 does not show any open-market purchases or sales by Jonathan F. Rouis. It primarily reports a phantom stock grant and updated holdings, with transaction codes and summaries indicating an acquisition through compensation, not trading activity in the market.

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^*

Rouis Jonathan F

(Last) (First) (Middle)

212 DOLSON AVENUE

(Street)

MIDDLETOWN NEW YORK 10940

(City) (State) (Zip)

UNITED STATES

(Country)

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)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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								9,166(1)(2)	D
Common Stock								400	I	By Spouse

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)	07/01/2026		A		$120		(3)	(3)	Common Stock	120	$37.46	7,380	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 19, 2027, 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	07/06/2026
	** 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.
* Form 4: SEC 1474 (03-26)