Orange County Bancorp director gets stock awards

Orange County Bancorp director Jon Schiller reported equity-based compensation and a related share disposition.

Rhea-AI Filing Summary

Orange County Bancorp director Jon Schiller reported equity-based compensation and a related share disposition. On February 19, he received a grant of 866 shares of common stock as a stock award, bringing his direct common stock holdings to 13,468 shares. On February 20, he disposed of 995 common shares back to the issuer at no stated price, leaving 12,473 common shares directly owned.

He also reported 4,783 phantom stock units, each economically equivalent to one common share and payable after his separation from service as a director. Footnotes describe restricted stock units that vest 100% on February 20, 2026 and February 19, 2027, with settlement in common stock upon his separation from service.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Schiller Jon

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Phantom Stock	0	$0.00	$0.00
Disposition	Common Stock	995	$0.00	$0.00
Grant/Award	Common Stock	866	$0.00	$0.00

Holdings After Transaction: Phantom Stock — 4,783 contracts (Direct); Common Stock — 12,473 shares (Direct)

Footnotes (3)

1. F1. Restricted stock units which vest 100% on February 20, 2026 (including accumulated dividends) and were deferred into the Orange County Bancorp, Inc. Stock-Based Deferral Plan, as amended and restated. The restricted stock units will settle in shares of Issuer common stock upon the reporting person's separation from service.
2. F2. 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.
3. F3. 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.

FAQ

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What insider transactions did Orange County Bancorp (OBT) report for Jon Schiller?

Orange County Bancorp reported that director Jon Schiller received stock awards and returned shares to the issuer. He was granted 866 common shares as a stock award and disposed of 995 common shares back to the company at no stated price.

How many Orange County Bancorp (OBT) shares does Jon Schiller directly hold after these transactions?

After the reported transactions, Jon Schiller directly holds 12,473 shares of Orange County Bancorp common stock. This reflects a grant of 866 shares and a disposition of 995 shares back to the issuer, as disclosed in the Form 4.

What phantom stock units did Jon Schiller report in Orange County Bancorp (OBT)?

Jon Schiller reported holding 4,783 phantom stock units tied to Orange County Bancorp. Each unit is economically equivalent to one share of common stock and becomes payable after his separation from service as a director, according to the filing footnote.

When do Jon Schiller’s restricted stock units at Orange County Bancorp (OBT) vest and settle?

One restricted stock unit grant vests 100% on February 20, 2026, and another vests 100% on February 19, 2027. Both are settled in Orange County Bancorp common stock upon Jon Schiller’s separation from service, as described in the footnotes.

What does the Form 4 say about dividend treatment on Jon Schiller’s OBT deferred units?

The filing notes that certain restricted stock units vest 100% on February 20, 2026, including accumulated dividends, and were deferred into Orange County Bancorp’s stock-based deferral plan, to be settled in common stock when Jon Schiller separates from service.

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Form 4 Insider Transactions: What Each Field Means →

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Accepted by SEC EDGAR 02/23/2026 - 03:55 PM Learn about SEC filing dates

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^*

Schiller Jon

(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)
02/19/2026

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	02/19/2026		A		866(3)	A	$0	13,468(1)	D
Common Stock	02/20/2026		D		995	D	(1)	12,473(1)	D

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	(2)	02/20/2026		A		$1,011		(3)	(3)	Common Stock	1,011	(1)	4,783	D

Explanation of Responses:

1. Restricted stock units which vest 100% on February 20, 2026 (including accumulated dividends) and were deferred into the Orange County Bancorp, Inc. Stock-Based Deferral Plan, as amended and restated. The restricted stock units will settle in shares of Issuer common stock upon the reporting person's separation from service.

2. 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.

3. 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.

	/s/ Jennifer Staub, pursuant to power of attorney	02/23/2026
	** 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.