Form 4: Director Kennedy's Equity Compensation Update

Orange County Bancorp Director Marianna R. Kennedy reported changes in her beneficial ownership, including the acquisition of restricted stock units and phantom stock, and the deferral of vested restricted stock units.

Summary

• Director Marianna R. Kennedy reported changes in her beneficial ownership of Orange County Bancorp, Inc. common stock and derivative securities.
• On February 19, 2026, Kennedy acquired 866 restricted stock units (RSUs) which vest 100% on February 19, 2027, and will settle upon her separation from service.
• On February 20, 2026, 995 restricted stock units, which vested 100% on that date (including accumulated dividends), were disposed of by being deferred into the Orange County Bancorp, Inc. Stock-Based Deferral Plan. These will also settle upon separation from service.
• On February 20, 2026, Kennedy acquired 1,011 phantom stock units, each equivalent to one share of common stock, payable upon her separation from service as a director.
• Following these transactions, Kennedy beneficially owns 1,466 shares of common stock directly and 9,857 phantom stock units directly.
• The transactions were made pursuant to a Rule 10b5-1(c) plan.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a moderately positive filing, reflecting routine director compensation and a continued alignment of interests through equity awards, without any negative surprises.

Positives

• Director Kennedy received additional equity compensation in the form of 866 restricted stock units and 1,011 phantom stock units, aligning her interests with shareholders.
• The deferral of 995 vested restricted stock units into a stock-based deferral plan indicates a long-term commitment to holding company equity.

Future Outlook

The filing indicates future vesting of 866 restricted stock units on February 19, 2027, and the eventual settlement of all reported equity awards (RSUs and phantom stock) upon the reporting person's separation from service.

Industry Context

StockSavvy.ai notes that equity compensation, including restricted stock units and phantom stock, is a standard practice in the banking industry to align the interests of directors and executives with long-term shareholder value. The use of a Rule 10b5-1 plan for these transactions is also a common practice to provide an affirmative defense against insider trading allegations.

Comparison to Industry Standards

• These types of equity grants and deferrals are standard compensation practices for directors in the financial services sector, comparable to those seen at regional banks like Sterling Bancorp or Provident Financial Services, which also utilize similar long-term incentive plans to retain talent and incentivize performance. The specific amounts are relative to the company's size and compensation policies.

Stakeholder Impact

• Shareholders: Increased alignment of director's interests with shareholders through equity ownership.

Next Steps

• Vesting of 866 restricted stock units on February 19, 2027.
• Settlement of all reported equity awards (RSUs and phantom stock) upon the reporting person's separation from service.

Key Dates

Recommendation

This Form 4 filing details routine equity compensation for a director and does not contain information that would warrant a change in investment recommendation. It reflects standard corporate governance practices and insider alignment, which are generally neutral to slightly positive, supporting a 'hold' stance for existing investors.

Keywords

Orange County Bancorp, OBT, Marianna R. Kennedy, Director, SEC Form 4, Beneficial Ownership, Restricted Stock Units, Phantom Stock, Equity Compensation, Insider Trading, Stock-Based Deferral Plan