Orange County Bancorp (OBT) EVP reports routine tax withholding of 410 shares

Rhea-AI Filing Summary

Orange County Bancorp EVP and Deputy CLO Gregory Sousa reported a routine tax-related share disposition. On March 10, 2026, 410 shares of Common Stock were withheld at $31.47 per share to cover tax obligations, a non‑market transaction coded as tax-withholding.

After this event, Sousa directly owned 9,870 Common Stock shares and held 6,794 additional shares indirectly through a 401(k) plan. He also had 4,915 phantom stock units tied to Common Stock under a performance-based SERP, which may be settled in shares according to his prior election.

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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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^*

Sousa Gregory

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP and Deputy CLO

3. Date of Earliest Transaction (Month/Day/Year)
03/10/2026

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	03/10/2026		F		410	D	$31.47	9,870(1)(2)(3)	D
Common Stock								6,794(4)	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	(5)							(5)	(5)	Common Stock	4,915		4,915	D

Explanation of Responses:

1. Includes restricted stock units which vest at a rate of 1/3 per year commencing on March 11, 2024.

2. Includes restricted stock units which vest at a rate of 1/3 per year commencing on March 21, 2025.

3. Includes restricted stock units which vest at a rate of 1/3 per year commencing on March 20, 2026.

4. Reflects transactions not required to be reported pursuant to Section 16 of the Securities Exchange Act of 1934, as amended.

5. Represents deemed investments in connection with the Performance-Based SERP. Phantom stock interests under the Performance-Based SERP may be settled in shares of Company stock upon distribution to the reporting person, based on their prior election.

	/s/ Jennifer Staub, pursuant to power of attorney	03/12/2026
	** 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 Gregory Sousa report at Orange County Bancorp (OBT)?

Gregory Sousa reported a tax-related disposition of 410 Orange County Bancorp common shares. The shares were withheld at $31.47 each to satisfy tax obligations, rather than sold on the open market, and were reported under transaction code F.

How many Orange County Bancorp shares does Gregory Sousa hold after this Form 4?

After the reported transaction, Gregory Sousa directly holds 9,870 Orange County Bancorp common shares. He also has 6,794 shares indirectly through a 401(k) and 4,915 phantom stock units linked to common stock under a performance-based SERP plan.

Was the March 10, 2026 Orange County Bancorp (OBT) insider transaction a market sale?

The March 10, 2026 transaction was not a market sale. It was a tax-withholding disposition, where 410 shares were delivered at $31.47 per share to cover tax liabilities, a routine mechanism often used when equity awards vest.

What does the phantom stock reported by Gregory Sousa at Orange County Bancorp represent?

The phantom stock represents deemed investments in Orange County Bancorp under a performance-based SERP. These 4,915 phantom stock interests may be settled in company shares upon distribution to Sousa, based on a prior election described in the filing footnotes.

Are there any indications of additional unreported transactions in Gregory Sousa’s Orange County Bancorp filing?

The filing notes that certain items reflect transactions not required to be reported under Section 16. However, the Form 4 itself details the tax-withholding disposition and updated holdings, including direct stock, 401(k) shares, and phantom stock interests.