Form 4: Orange County Bancorp CFO Reports Stock Transactions

Orange County Bancorp's EVP and CFO, Michael Lesler, reported a disposition of 240 common shares for tax withholding and an acquisition of 6 phantom stock units.

Summary

• Michael Lesler, EVP, Chief Financial Officer of Orange County Bancorp, Inc. (OBT), reported transactions on December 16, 2025.
• Disposed of 240 shares of common stock at a price of $28.95 per share. This disposition was coded 'F', indicating it was to satisfy tax withholding obligations.
• Acquired 6 units of phantom stock, with the underlying common stock valued at $28.95 per share. These phantom stock interests are part of a Performance-Based SERP and may be settled in company shares upon distribution.
• Following these transactions, Michael Lesler directly beneficially owns 12,605 shares of common stock, which includes restricted stock units vesting between December 2023 and March 2026.
• Indirect beneficial ownership includes 1,401 shares via a 401(k) and 2,000 shares via an IRA.
• Direct beneficial ownership of phantom stock units is 902.

Sentiment

Score: 6

Explanation: The disposition of shares was for tax withholding, a common occurrence. The acquisition of phantom stock units indicates continued participation in performance-based incentives, aligning management's interests with long-term company performance. The CFO maintains substantial direct and indirect beneficial ownership.

Positives

• Acquisition of 6 phantom stock units, indicating continued participation in the company's performance-based incentive plan.
• Significant direct and indirect beneficial ownership of common stock (12,605 direct, 1,401 via 401(k), 2,000 via IRA), aligning management's interests with shareholders.

Negatives

• Disposition of 240 common shares, although for tax withholding purposes, reduces direct ownership.

Future Outlook

NA

Industry Context

NA

Stakeholder Impact

• Shareholders: The CFO's continued significant ownership and participation in performance-based incentives generally aligns management interests with shareholder value. The small tax-related disposition is a routine event.

Key Dates

Recommendation

The filing details routine insider transactions, including a disposition for tax purposes and an acquisition of phantom stock, by the CFO. These actions are common and do not indicate a significant change in the company's fundamental outlook or the CFO's confidence. The CFO maintains substantial beneficial ownership, aligning interests with shareholders. Therefore, a "hold" recommendation is appropriate as this filing does not present new information warranting a change in investment thesis.

Keywords

Orange County Bancorp, OBT, Michael Lesler, CFO, Insider Trading, Form 4, Stock Transaction, Phantom Stock, Restricted Stock Units, Tax Withholding, Beneficial Ownership