Form 4: Director Acquires OBT Phantom Stock, Boosts Holdings

Orange County Bancorp Director Richard B. Rowley acquired 52 shares of phantom stock and holds significant common stock and restricted stock units.

Summary

• Richard B. Rowley, a Director and 10% Owner of Orange County Bancorp, Inc. (OBT), reported changes in beneficial ownership.
• On December 10, 2025, Mr. Rowley acquired 52 shares of phantom stock at a price of $28.87 per share.
• Following this transaction, Mr. Rowley beneficially owns 22,675 shares of phantom stock.
• Mr. Rowley also directly owns 537,263 shares of Common Stock.
• The Common Stock holdings include restricted stock units (RSUs) that vested 100% upon grant and are settled upon separation from service.
• Additionally, the Common Stock holdings include RSUs that will vest 100% on February 20, 2026, and are settled upon separation from service.
• Each share of phantom stock is the economic equivalent of one share of common stock and becomes payable upon Mr. Rowley's separation of service as a director.

Sentiment

Score: 7

Explanation: The acquisition of phantom stock by a director, while a modest transaction in size, generally indicates continued alignment of interests with shareholders and a positive outlook from an insider perspective.

Positives

• A director's acquisition of phantom stock indicates continued alignment of interests with shareholders and potential confidence in the company's future.
• The director maintains a substantial beneficial ownership of common stock (537,263 shares), demonstrating significant personal investment in the company.

Future Outlook

This filing does not provide a future outlook for the company's performance, but it does indicate that certain restricted stock units will vest on February 20, 2026.

Industry Context

Insider transactions, such as the acquisition of phantom stock by a director, are often monitored by investors as they can signal management's confidence in the company's prospects, aligning their interests with those of shareholders.

Related Party Transactions

• The acquisition of phantom stock by Richard B. Rowley, a Director and 10% Owner, constitutes a related party transaction.

Stakeholder Impact

• Shareholders may view the director's acquisition of additional equity-linked instruments as a positive signal of insider confidence in the company's long-term value.

Next Steps

• Vesting of restricted stock units on February 20, 2026, which will be settled in shares of Issuer common stock upon separation from service.

Key Dates

Recommendation

The director's acquisition of phantom stock, while a small transaction, signals continued alignment with shareholder interests and confidence in the company's future. However, this single Form 4 filing does not provide sufficient information for a change in investment thesis, thus a 'hold' recommendation is maintained for existing investors.

Keywords

Orange County Bancorp, OBT, Form 4, Insider Transaction, Director, Phantom Stock, Common Stock, Beneficial Ownership, Restricted Stock Units