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

Orange County Bancorp, Inc. Director and 10% Owner Richard B. Rowley has filed a Form 4 detailing his beneficial ownership of 537,263 shares of common stock and the acquisition of 115 phantom stock units on June 16, 2025.

Summary

• Richard B. Rowley, a Director and 10% Owner of Orange County Bancorp, Inc. (OBT), filed a Form 4 statement of changes in beneficial ownership.
• The filing reports his beneficial ownership of 537,263 shares of common stock.
• This common stock holding includes restricted stock units (RSUs) that vested 100% as of the grant date and are settled in shares of Issuer common stock upon separation from service.
• It also includes RSUs that will vest 100% on February 20, 2026, and are settled in shares of Issuer common stock upon separation from service.
• On June 16, 2025, Mr. Rowley acquired 115 shares of phantom stock at a price of $23.14 per share.
• Following this transaction, he beneficially owns a total of 20,591 shares of phantom stock.
• Each phantom stock unit is the economic equivalent of one share of common stock and becomes payable upon his separation from service as a director.

Sentiment

Score: 7

Explanation: The acquisition of phantom stock by a director and 10% owner indicates continued alignment of interests and confidence in the company's future, which is generally a positive signal, though the transaction size is relatively small compared to total holdings.

Positives

• Director Richard B. Rowley acquired 115 phantom stock units, increasing his beneficial ownership of derivative securities to 20,591 units, which generally indicates continued alignment of his interests with shareholders.
• The phantom stock units are tied to the common stock value, providing an incentive for long-term performance and value creation.

Risks

• A portion of the reported common stock includes restricted stock units that are scheduled to vest on February 20, 2026, meaning full beneficial ownership of these specific units is contingent on future vesting conditions.

Future Outlook

A portion of the reported common stock holdings, specifically restricted stock units, are scheduled to vest on February 20, 2026. Additionally, the phantom stock units held by Mr. Rowley will become payable upon his separation from service as a director.

Industry Context

This filing reflects an individual insider's equity holdings and recent acquisition, which is a standard disclosure requirement for publicly traded companies and does not directly provide broader industry trend analysis.

Related Party Transactions

• The acquisition of 115 phantom stock units by Director Richard B. Rowley from Orange County Bancorp, Inc. is a transaction between a related party (director) and the issuer, consistent with compensation arrangements.

Stakeholder Impact

• Shareholders: The acquisition of additional equity-linked instruments by a director and 10% owner generally signals confidence in the company's future, potentially aligning management interests with shareholder value.

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 as a director.

Key Dates

Recommendation

Keywords

SEC Form 4, Orange County Bancorp, OBT, Richard B. Rowley, Director, 10% Owner, Beneficial Ownership, Phantom Stock, Restricted Stock Units, Insider Trading, Equity Holdings