Form 4: Orange County Bancorp Director Richard Rowley Reports Phantom Stock Acquisition and Updated Holdings

Orange County Bancorp Director Richard B. Rowley reported the acquisition of 109 phantom stock units and disclosed his total beneficial ownership of 537,263 common shares, including restricted stock units, following a transaction on July 23, 2025.

Summary

• Richard B. Rowley, a Director of Orange County Bancorp, Inc. (OBT), reported changes in his beneficial ownership.
• On July 23, 2025, Rowley acquired 109 shares of phantom stock at a price of $27.55 per share.
• Each phantom stock unit is the economic equivalent of one share of common stock and becomes payable upon Rowley's separation from service as a director.
• Following this transaction, Rowley beneficially owns a total of 21,526 shares of phantom stock.
• Rowley directly beneficially owns 537,263 shares of common stock.
• This common stock holding includes restricted stock units (RSUs) that vest 100% as of the date of grant (for some) and on February 20, 2026 (for others), with settlement occurring upon separation from service.

Sentiment

Score: 6

Explanation: The acquisition of phantom stock by a director, coupled with significant existing holdings, generally indicates management confidence and alignment with shareholder interests, contributing to a slightly positive sentiment.

Positives

• Director Richard B. Rowley acquired 109 phantom stock units, which can signal confidence in the company's future performance.
• Rowley maintains a substantial direct beneficial ownership of 537,263 common shares, aligning his interests with shareholders.

Future Outlook

The filing indicates that some restricted stock units will vest on February 20, 2026, and both restricted stock units and phantom stock will be settled upon the reporting person's separation from service.

Industry Context

This is a routine insider transaction report for a director of a financial institution. Such filings are common across all industries for publicly traded companies and provide transparency into insider holdings and activity.

Related Party Transactions

• The acquisition of 109 phantom stock units by Director Richard B. Rowley from Orange County Bancorp, Inc. is a related party transaction.

Stakeholder Impact

• Shareholders may view the director's acquisition of phantom stock and substantial existing holdings as a positive signal of management's confidence and alignment with shareholder interests.

Next Steps

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

Key Dates

Recommendation

This Form 4 details a routine insider transaction and an update to a director's beneficial ownership. While the acquisition of phantom stock can be interpreted as a minor positive signal of confidence, it does not introduce new material information that would significantly alter the company's fundamental valuation or warrant a strong buy or sell recommendation. Investors should consider this as part of ongoing transparency into insider activity, but it is not a primary driver for investment decisions.

Keywords

Orange County Bancorp, OBT, Richard B. Rowley, Director, Insider Transaction, Form 4, Beneficial Ownership, Phantom Stock, Restricted Stock Units, Corporate Governance