Director Holcombe shifts OBT holdings via gift transfer and phantom stock update

Rhea-AI Filing Summary

Orange County Bancorp, Inc. director Gregory F. Holcombe reported an internal reallocation of his indirect holdings. On February 6, 2026, an LLC associated with him transferred 34,720 shares of common stock to Trust 3 in a transaction coded as a gift at $0 per share, leaving the LLC with no shares and Trust 3 holding 34,720 shares indirectly.

Following the reported transactions, Holcombe’s reported positions include 68,953 shares of common stock held directly (including restricted stock units described in the notes), plus indirect holdings of 14,920 shares through a foundation and 12,054, 34,720, and 34,720 shares through three separate trusts. He also holds 22,997 shares of phantom stock, each economically equivalent to one share of common stock and payable 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
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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)
02/06/2025

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	02/06/2026		G	V	34,720	D	$0	0	I	By LLC
Common Stock	02/06/2026		G	V	34,720	A	$0	34,720	I	By Trust 3
Common Stock								68,953(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

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)							(3)	(3)	Common Stock	22,997		22,997	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	02/09/2026
	** 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 that an LLC associated with him transferred 34,720 shares of Orange County Bancorp common stock to Trust 3 as a gift at $0 per share, moving the shares between his indirect ownership entities without changing the overall share count.

How many Orange County Bancorp (OBT) shares does Gregory F. Holcombe hold directly and indirectly?

After the reported transactions, Holcombe holds 68,953 shares of OBT common stock directly, plus indirect holdings of 14,920 shares through a foundation and 12,054, 34,720, and 34,720 shares through three trusts, reflecting both personal and estate-planning related ownership structures.

What does the Form 4 gift transaction code G mean for OBT shares?

Transaction code G on the Form 4 indicates a bona fide gift. In this case, 34,720 OBT common shares moved from an LLC to Trust 3 at $0 per share, signaling a non-sale transfer within entities associated with director Gregory F. Holcombe.

What phantom stock holdings does OBT director Gregory F. Holcombe report?

Holcombe reports 22,997 shares of phantom stock, each economically equivalent to one OBT common share. These phantom units become payable in stock or cash upon his separation from service as a director, aligning part of his compensation with long-term shareholder value.

How are restricted stock units reflected in Gregory F. Holcombe’s OBT share total?

The 68,953 directly held OBT common shares include restricted stock units. Some vest 100% on the grant date and others on February 20, 2026, and are settled in OBT common shares when Holcombe separates from service, adding deferred share-based compensation to his holdings.

Does the reported OBT Form 4 show any open-market buying or selling by the director?

The Form 4 does not show open-market purchases or sales. Instead, it reports an internal gift transfer of 34,720 OBT common shares between an LLC and Trust 3, along with updated totals for the director’s direct, indirect, and phantom stock holdings.