Director at Orange County Bancorp (NASDAQ: OBT) awarded phantom stock units

Rhea-AI Filing Summary

Orange County Bancorp director Gregory F. Holcombe received a phantom stock grant tied to 138 shares of common stock. The award is coded as a grant acquisition and is priced at $31.29 per phantom share, with each phantom share economically equivalent to one common share.

After this grant, Holcombe holds 24,146 phantom stock units directly. His common stock position includes 68,824 shares held directly, plus indirect holdings of 14,920 shares by a foundation and 12,054, 34,720 and 34,720 shares held through three separate trusts. The phantom stock and related restricted stock units become payable or are settled in common shares upon his separation from service as a director.

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^*

HOLCOMBE GREGORY F

(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)
03/16/2026

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								68,824(1)(2)	D
Common Stock								14,920	I	By Foundation
Common Stock								12,054	I	By Trust 1
Common Stock								34,720	I	By Trust 2
Common Stock								34,720	I	By Trust 3

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)	03/16/2026		A		$138		(3)	(3)	Common Stock	138	$31.29	24,146	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	03/17/2026
	** 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 OBT director Gregory F. Holcombe report?

Gregory F. Holcombe reported a grant of phantom stock tied to 138 shares of common stock at $31.29 per share. This is a compensation-related award, not an open-market purchase or sale of Orange County Bancorp (OBT) stock.

What is the size of Gregory Holcombe’s phantom stock holdings in OBT?

Following the latest grant, Gregory Holcombe holds 24,146 phantom stock units. Each phantom unit is economically equivalent to one share of Orange County Bancorp common stock and becomes payable when he separates from service as a director.

Does the OBT Form 4 show any stock sales or open-market buys?

The Form 4 does not show any open-market purchases or sales. It reports a compensation grant of phantom stock and updates direct and indirect common share holdings, making this a routine equity award rather than a trading activity.

How many OBT common shares does Gregory Holcombe hold directly and indirectly?

Gregory Holcombe holds 68,824 common shares directly. Indirectly, he has 14,920 shares through a foundation and 12,054, 34,720 and 34,720 shares through three separate trusts, reflecting a mix of personal and entity-related ownership stakes.

When do Gregory Holcombe’s phantom stock and RSUs in OBT settle?

The phantom stock and certain restricted stock units settle in common shares upon Gregory Holcombe’s separation from service as a director. Some RSUs vest 100% at grant, and others vest 100% on February 19, 2027, before settlement at separation.

What does phantom stock mean for Orange County Bancorp shareholders?

Phantom stock gives Gregory Holcombe an economic interest equal to common shares without immediate share issuance. Units become payable when he leaves board service, aligning director compensation with shareholder outcomes over time without reflecting an immediate market trade.