Orange County Bancorp (OBT) CFO reports Form 4 stock and phantom unit updates

Rhea-AI Filing Summary

Orange County Bancorp, Inc. executive Jennifer Staub, EVP and Chief Financial Officer, reported a routine equity transaction involving company stock. On December 16, 2025, she had 240 shares of common stock withheld at a price of $28.95 in a transaction coded "F," which typically reflects shares withheld to cover taxes on vesting equity awards. After this transaction, she beneficially owned 12,605 common shares directly, plus 1,401 shares through a 401(k) plan and 2,000 shares through an IRA. She also acquired 6 units of phantom stock tied to the company’s Performance-Based SERP, bringing her total to 902 phantom stock units, which may be settled in company shares upon distribution based on her prior election. Several of her holdings include restricted stock units that vest in equal annual installments beginning in late 2023, 2024, 2025, and 2026.

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^*

Lesler Michael

(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, Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
12/16/2025

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	12/16/2025		F		240	D	$28.95	12,605(1)(2)(3)(4)	D
Common Stock								1,401(5)	I	By 401(k)
Common Stock								2,000	I	By IRA

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	(6)	12/16/2025		A		$6		(6)	(6)	Common Stock	6	$28.95	902	D

Explanation of Responses:

1. Includes restricted stock units which vest at a rate of 1/3 per year commencing on December 23, 2023.

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

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

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

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

6. 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	12/18/2025
	** 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 insider transaction did Orange County Bancorp (OBT) disclose?

Orange County Bancorp (OBT) disclosed that EVP and Chief Financial Officer Jennifer Staub had 240 shares of common stock withheld on December 16, 2025 at $28.95 per share in a transaction coded "F," which generally indicates tax withholding on equity vesting.

How many Orange County Bancorp (OBT) shares does the CFO own after the reported transaction?

Following the transaction, CFO Jennifer Staub beneficially owned 12,605 shares of OBT common stock directly, plus 1,401 shares through a 401(k) and 2,000 shares through an IRA.

What is the significance of the transaction code "F" in the OBT Form 4 filing?

The transaction code "F" in the OBT Form 4 indicates shares were withheld to satisfy tax obligations related to the vesting of previously granted equity awards, rather than an open-market buy or sell.

What phantom stock holdings does the Orange County Bancorp (OBT) CFO report?

The CFO reported acquiring 6 phantom stock units on December 16, 2025 at a reference price of $28.95, bringing her total to 902 phantom stock units under the Performance-Based SERP, which may be settled in company shares upon distribution.

How are the CFO’s restricted stock units in Orange County Bancorp (OBT) structured?

The filing notes several restricted stock unit grants that vest at a rate of 1/3 per year, with vesting schedules commencing on December 23, 2023, March 11, 2024, March 21, 2025, and March 20, 2026.

What is the Performance-Based SERP mentioned in the OBT Form 4?

The Performance-Based SERP involves phantom stock interests that represent deemed investments and may be settled in shares of company stock upon distribution to the reporting person, according to her prior election.