Form 4: Orange County Bancorp Director Reports Future Phantom Stock Acquisition and Holdings

Orange County Bancorp, Inc. Director William D. Morrison filed a Form 4 detailing his beneficial ownership of common stock and the acquisition of phantom stock units effective June 16, 2025.

Summary

• This SEC Form 4 filing reports on the beneficial ownership and a specific transaction involving Director William D. Morrison of Orange County Bancorp, Inc. (OBT).
• As of June 16, 2025, Mr. Morrison beneficially owns 102,639 shares of Common Stock directly, 10,932 shares indirectly through an IRA, and 324 shares indirectly through a Roth IRA.
• The reported common stock holdings include restricted stock units (RSUs) that vested 100% on their grant date and are settled upon the reporting person's separation from service.
• Additionally, some common stock holdings include RSUs that will vest 100% on February 20, 2026, and will also be settled upon separation from service.
• On June 16, 2025, Mr. Morrison acquired 6 shares of phantom stock at a price of $23.14 per share.
• Each phantom stock unit is the economic equivalent of one share of common stock and becomes payable upon Mr. Morrison's separation from service as a director.
• The filing indicates that a transaction was made pursuant to a Rule 10b5-1(c) plan.

Sentiment

Score: 7

Explanation: The acquisition of phantom stock by a director generally indicates alignment of interests with shareholders, which is a positive signal. However, the transaction volume is small, limiting its overall impact.

Positives

• Director William D. Morrison acquired 6 shares of phantom stock, demonstrating continued alignment of his interests with those of the shareholders.
• The phantom stock units are economically equivalent to common stock, providing a direct incentive for the director to contribute to the company's share price performance.
• The filing indicates the transaction was made pursuant to a Rule 10b5-1(c) plan, which suggests a pre-arranged, systematic approach to equity transactions.

Future Outlook

The phantom stock units acquired by Director Morrison will become payable upon his separation from service as a director. Additionally, some restricted stock units included in his beneficial ownership are set to vest on February 20, 2026, and will also be settled upon his separation from service.

Industry Context

This filing reflects an individual director's equity holdings and recent acquisition, which is a routine disclosure for publicly traded companies. It does not provide broader industry context or trends.

Stakeholder Impact

• Shareholders: The acquisition of phantom stock by a director can be viewed as a positive sign of management's alignment with shareholder interests, potentially boosting confidence.

Next Steps

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

Key Dates

Keywords

Orange County Bancorp, OBT, SEC Form 4, Insider Transaction, Director Ownership, Phantom Stock, Common Stock, Beneficial Ownership, Rule 10b5-1