Form 4: Orange County Bancorp Director Acquires Phantom Stock

Orange County Bancorp Director Jonathan F. Rouis reported the acquisition of 179 phantom stock units and updated his beneficial ownership of common stock.

Summary

• Jonathan F. Rouis, a Director of Orange County Bancorp, Inc. (OBT), filed a Statement of Changes in Beneficial Ownership (Form 4).
• The filing reports the acquisition of 179 phantom stock units on October 1, 2025.
• Each phantom stock unit is the economic equivalent of one share of common stock and becomes payable upon the reporting person's separation from service as a director.
• The transaction price for the acquired phantom stock units was $179 per unit, while the underlying value of the derivative security (common stock equivalent) was $25.1 per unit.
• Following the reported transaction, Mr. Rouis directly beneficially owns 9,295 shares of common stock, which includes restricted stock units.
• Some restricted stock units vested 100% as of the grant date, settled upon separation from service.
• Other restricted stock units will vest 100% on February 20, 2026, also settled upon separation from service.
• Mr. Rouis indirectly beneficially owns 400 shares of common stock through his spouse.
• He also directly beneficially owns 5,837 phantom stock units.

Sentiment

Score: 6

Explanation: The filing is largely neutral as it reports a routine insider transaction (acquisition of compensation). It is slightly positive as it indicates continued director ownership and alignment of interests with shareholders.

Positives

• Director Jonathan F. Rouis continues to hold a significant equity stake in Orange County Bancorp, Inc., including common stock and phantom stock units.
• The acquisition of additional phantom stock units further aligns the director's interests with those of the shareholders, as these units are tied to the company's common stock performance.

Future Outlook

Certain restricted stock units held by the director are scheduled to vest on February 20, 2026, with settlement in common stock upon separation from service. Phantom stock units also become payable upon separation from service.

Industry Context

This filing represents a routine insider transaction, specifically an acquisition of equity-based compensation by a director. Such filings are common in the financial industry as part of executive and director compensation packages, aiming to align management interests with shareholder value.

Stakeholder Impact

• Shareholders: The acquisition of phantom stock by a director generally aligns management's long-term interests with shareholder value, as the value of these units is tied to the company's stock performance.

Next Steps

• Vesting of restricted stock units on February 20, 2026.
• Settlement of restricted stock units and phantom stock units upon the reporting person's separation from service as a director.

Key Dates

Keywords

Orange County Bancorp, OBT, Form 4, insider transaction, director, phantom stock, common stock, beneficial ownership, equity compensation