OBT Director Adds 170 Phantom Shares in Routine Form 4 Grant

Orange County Bancorp, Inc. (OBT) – Form 4 filing dated 07/01/2025 Director Jonathan F. Rouis reported one reportable transaction: the acquisition of 170 shares of phantom stock on 07/01/2025 at a reference price of $26.49.

Rhea-AI Filing Summary

Orange County Bancorp, Inc. (OBT) – Form 4 filing dated 07/01/2025

Director Jonathan F. Rouis reported one reportable transaction: the acquisition of 170 shares of phantom stock on 07/01/2025 at a reference price of $26.49. Phantom stock is economically equivalent to common stock and will be settled in shares when the director separates from service. Following the grant, Rouis beneficially owns 5,630 phantom shares.

No open-market purchases or sales of OBT common stock were disclosed. The filing also restates the director’s current common-stock ownership: 9,295 shares held directly (including fully-vested restricted stock units) and 400 shares held indirectly through a spouse.

The grant appears to be routine director compensation and does not alter ownership percentages materially.

Positive

• Director’s economic exposure increases by 170 share equivalents, modestly strengthening alignment with shareholders.

Negative

• Transaction is derivative-based and small (≈$4.5k), offering limited insight into insider conviction or near-term fundamentals.

Insights

Insider-Trading Analyst

TL;DR: Routine phantom-stock grant; minimal dollar value; signals continued board alignment, but immaterial for valuation.

The 170-share phantom-stock grant (≈$4.5k) fits OBT’s standard director compensation structure. It raises the director’s derivative holdings to 5,630 units and total economic exposure to roughly 15k shares, but represents less than 0.1% of shares outstanding, offering no meaningful insight into future performance or insider sentiment. Because no common-stock purchase or sale occurred, liquidity and float remain unchanged. Impact on investors is therefore negligible.

Insider Trade Summary

Grant/Award: 170 shares

Grant/Award 3 txns

Insider Rouis Jonathan F

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Phantom Stock	170	$26.49	$5K
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Phantom Stock — 5,630 contracts (Direct); Common Stock — 9,295 shares (Direct); Common Stock — 400 shares (Indirect, By Spouse)

Footnotes (3)

1. F1. 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. F2. 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. F3. 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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Orange County Bancorp (OBT) disclose in the latest Form 4?

Director Jonathan F. Rouis received 170 phantom stock shares on 07/01/2025 at $26.49 each.

How many OBT shares does Jonathan F. Rouis now own?

Post-transaction, he holds 9,295 common shares directly, 400 indirectly, and 5,630 phantom shares.

Was there any sale of OBT shares in this filing?

No. The Form 4 shows no dispositions of common or derivative securities.

What is phantom stock in the OBT Form 4?

Each phantom share is the economic equivalent of one common share and is paid out in stock when the director leaves the board.

Does the filing indicate use of a Rule 10b5-1 trading plan?

The checkbox for transactions under Rule 10b5-1(c) is not marked, suggesting the grant is standard compensation rather than a scheduled trade.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 4 Insider Transactions: What Each Field Means →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Accepted by SEC EDGAR 07/02/2025 - 02:35 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^*

Rouis Jonathan 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)
07/01/2025

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								9,295(1)(2)	D
Common Stock								400	I	By Spouse

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)	07/01/2025		A		170		(3)	(3)	Common Stock	170	$26.49	5,630	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	07/01/2025
	** 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.