Form 4: Orange County Bancorp Director Boosts Equity Holdings

Orange County Bancorp Director Jon Schiller reports an acquisition of phantom stock and updated beneficial ownership of common stock and phantom stock.

Summary

• Director Jon Schiller of Orange County Bancorp, Inc. reported changes in his beneficial ownership of company securities.
• On January 2, 2026, Schiller acquired 708 shares of phantom stock.
• Each share of phantom stock is the economic equivalent of one share of common stock and becomes payable upon Schiller's separation from service as a director.
• The price of the derivative security (phantom stock) was $28.35 per share.
• Following this transaction, Schiller beneficially owns 3,772 shares of derivative securities (phantom stock).
• Schiller directly beneficially owns 12,446 shares of common stock.
• These common stock holdings include restricted stock units that are scheduled to vest 100% on February 20, 2026, and will be settled in shares of the Issuer's common stock upon his separation from service.

Sentiment

Score: 7

Explanation: The acquisition of phantom stock and the vesting of restricted stock units for a director generally indicate alignment of interests with shareholders and are a standard component of executive compensation, suggesting stability and continued commitment.

Positives

• Director Jon Schiller's acquisition of 708 shares of phantom stock aligns his financial interests with those of the company's shareholders.
• The structure of the phantom stock and restricted stock units, which vest and become payable upon separation from service, incentivizes long-term commitment and performance from the director.

Future Outlook

The filing indicates future vesting of restricted stock units on February 20, 2026, and the eventual settlement of both restricted stock units and phantom stock upon the reporting person's separation from service, aligning long-term incentives.

Industry Context

This insider transaction reflects a standard practice in the financial services industry where directors receive equity-based compensation, such as phantom stock and restricted stock units, to align their interests with long-term shareholder value. Such compensation structures are common across publicly traded banks and financial institutions.

Comparison to Industry Standards

• The use of phantom stock and restricted stock units as part of director compensation is a common practice among U.S. publicly traded companies, particularly in the financial sector, to foster long-term alignment and retention.
• The vesting schedule tied to separation from service is a typical mechanism to ensure continued commitment and performance from board members, comparable to practices at regional banks like Sterling Bancorp or Provident Financial Services.

Stakeholder Impact

• Shareholders: The director's increased equity holdings, particularly through long-term incentive vehicles like phantom stock and restricted stock units, suggest a stronger alignment of interests between management and shareholders, potentially fostering confidence in long-term value creation.

Next Steps

• Restricted stock units included in common stock holdings are scheduled to vest 100% on February 20, 2026.
• Phantom stock and restricted stock units will be settled in shares of common stock upon the reporting person's separation from service as a director.

Key Dates

Keywords

Orange County Bancorp, OBT, Jon Schiller, Director, Insider Transaction, Form 4, Phantom Stock, Restricted Stock Units, Equity Compensation, Beneficial Ownership