Form 4: Orange County Bancorp Director and 10% Owner Richard Rowley Reports Significant Equity Holdings and Phantom Stock Acquisition

Orange County Bancorp Director and 10% Owner Richard B. Rowley reported the acquisition of 826 shares of phantom stock and a total beneficial ownership of 537,263 shares of common stock, including restricted stock units.

Summary

• Richard B. Rowley, a Director and 10% Owner of Orange County Bancorp, Inc. (OBT), filed a Form 4 detailing his beneficial ownership and a recent transaction.
• On July 1, 2025, Rowley acquired 826 shares of phantom stock at a price of $26.49 per share.
• Following this acquisition, Rowley beneficially owns a total of 21,417 shares of phantom stock.
• Each share of phantom stock is the economic equivalent of one share of common stock and becomes payable upon Rowley's separation from service as a director.
• Rowley's total beneficial ownership of common stock is 537,263 shares, held directly.
• This common stock holding includes restricted stock units (RSUs) that vested 100% as of their grant date and are settled in common stock upon his separation from service.
• Additionally, the common stock holdings include restricted stock units that are scheduled to vest 100% on February 20, 2026, also settled upon separation from service.

Sentiment

Score: 7

Explanation: The acquisition of phantom stock by a director and 10% owner, coupled with significant existing common stock holdings, indicates strong insider alignment and confidence, which is generally positive for investors.

Positives

• Acquisition of 826 shares of phantom stock by a director and 10% owner, indicating continued alignment of management interests with shareholder value.
• Significant beneficial ownership of 537,263 common shares by a director and 10% owner, demonstrating strong insider confidence and a substantial personal stake in the company's performance.

Industry Context

This filing is a standard insider transaction disclosure for a financial institution, Orange County Bancorp, Inc. Such filings are common in the banking sector as executives and directors frequently receive equity compensation as part of their remuneration packages.

Comparison to Industry Standards

• The acquisition of phantom stock is a common form of equity compensation for directors in the financial services industry, designed to align their long-term interests with the company's performance and shareholder value.
• The significant beneficial ownership of 537,263 common shares by a director and 10% owner is a substantial holding, indicating a high level of personal investment and confidence in Orange County Bancorp, Inc., which is generally viewed positively compared to peers where insider ownership might be lower.

Related Party Transactions

• The acquisition of phantom stock and the beneficial ownership of common stock by Richard B. Rowley, a Director and 10% Owner, constitute related party transactions as they involve equity compensation and holdings by an insider.

Stakeholder Impact

• Shareholders: The acquisition of phantom stock and significant existing holdings by a director and 10% owner can be seen as a positive signal of insider confidence, potentially reassuring shareholders about the company's future prospects and alignment of interests.

Next Steps

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

Key Dates

Recommendation

Keywords

Orange County Bancorp, OBT, Richard B. Rowley, SEC Form 4, Insider Trading, Beneficial Ownership, Phantom Stock, Restricted Stock Units, Director Holdings, Equity Compensation