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Orange County Bancorp Form 4: Small Phantom Stock Grant to Director Holcombe

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Orange County Bancorp, Inc. (OBT) – Form 4 filing dated 07/02/2025

Director Gregory F. Holcombe reported a routine compensation-related equity transaction. On 07/01/2025 he received 826 phantom stock units at a reference price of $26.49 per unit. Phantom stock is economically equivalent to common shares and will be settled in stock when the director separates from service.

Updated ownership after the transaction

  • Direct common shares: 68,953
  • Indirect common shares: 96,414 (held via foundation, LLC and trust)
  • Derivative (phantom) units: 21,083

No common shares were bought or sold on the open market; the filing simply reflects an incremental increase in deferred compensation. The director continues to be classified as an inside director rather than a 10 % owner.

Because the award size (< $25 k) is immaterial relative to Mr. Holcombe’s existing 165 k+ share position and OBT’s public float, the filing is considered routine and carries limited market impact.

Positive

  • None.

Negative

  • None.

Insights

TL;DR: Routine phantom-stock grant to director; no cash outlay, minimal size, negligible market impact.

The 826-unit phantom stock award is standard board compensation that vests upon separation. It raises Holcombe’s derivative stake to 21,083 units but does not alter his economic exposure materially relative to his existing 165 k+ common shares. There are no open-market purchases or sales, so the filing lacks signaling value regarding management’s view of valuation. From a governance standpoint, continued equity-based pay aligns incentives, but the quantum is too small to influence float or liquidity. I categorize this disclosure as neutral for investors.

Insider HOLCOMBE GREGORY F
Role Director
Type Security Shares Price Value
Grant/Award Phantom Stock 826 $26.49 $22K
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Phantom Stock — 21,083 shares (Direct); Common Stock — 68,953 shares (Direct); Common Stock — 14,920 shares (Indirect, By Foundation)
Footnotes (1)
  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. 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. 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.
Form 4 Insider Transactions: What Each Field Means →
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*
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)
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 68,953(1)(2) D
Common Stock 14,920 I By Foundation
Common Stock 69,440 I By LLC
Common Stock 12,054 I By Trust
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 826 (3) (3) Common Stock 826 $26.49 21,083 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 07/02/2025
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What did Orange County Bancorp (OBT) disclose in the Form 4 dated 07/02/2025?

Director Gregory F. Holcombe received 826 phantom stock units on 07/01/2025 as part of board compensation.

How many Orange County Bancorp shares does Director Holcombe now own?

After the filing, he holds 68,953 direct shares, 96,414 indirect shares, and 21,083 phantom stock units.

Was there any open-market buying or selling of OBT stock by the director?

No. The filing records a deferred compensation award; no common shares were bought or sold in the market.

What is phantom stock and when is it payable?

Each unit mirrors one OBT share and is payable in stock when the director separates from service, aligning long-term incentives.

Does this Form 4 have a material impact on OBT’s share count?

No. The 826-unit award is immaterial relative to OBT’s outstanding shares and float.