Form 4: Orange County Bancorp Director Updates Equity Holdings
Insider Transaction Report
Orange County Bancorp Director William D Morrison reports an update to his beneficial ownership, including the acquisition of phantom stock and details on restricted stock units.
Summary
- Director William D Morrison of Orange County Bancorp, Inc. (OBT) filed a Form 4 statement detailing changes in his beneficial ownership.
- He directly owns 102,639 shares of common stock, which includes restricted stock units that vest 100% as of the date of grant and are settled upon separation from service.
- He indirectly owns 10,932 shares of common stock through an IRA and 324 shares through a Roth IRA.
- On September 16, 2025, he acquired 6 shares of phantom stock at a price of $25.95 per share.
- Following this transaction, he beneficially owns a total of 1,136 shares of phantom stock.
- Each share of phantom stock is the economic equivalent of one share of common stock and becomes payable upon his separation from service as a director.
- Certain restricted stock units included in his direct ownership are scheduled to vest 100% on February 20, 2026, and will also be settled upon his separation from service.
- The reported transaction was made pursuant to a Rule 10b5-1(c) contract, instruction, or written plan.
Sentiment
Score: 5
Explanation: The filing is a routine Form 4 disclosure of insider equity holdings and transactions, which is neutral in sentiment.
Positives
- Director William D Morrison acquired 6 shares of phantom stock, increasing his total beneficial ownership of phantom stock to 1,136 shares, which aligns his interests with shareholders.
- The transaction was made under a Rule 10b5-1(c) plan, indicating a pre-arranged trading plan designed to comply with insider trading regulations.
Future Outlook
The future outlook includes the vesting of certain restricted stock units on February 20, 2026, and the settlement of both restricted stock units and phantom stock upon the reporting person's separation from service as a director.
Industry Context
This filing is a routine insider transaction disclosure, common for publicly traded companies, and does not provide broader industry-specific context or trends.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Trading Plan Adoption | Director William D Morrison's transaction was made pursuant to a Rule 10b5-1(c) contract, instruction, or written plan for the purchase or sale of equity securities. | 09/16/2025 | Indicates a pre-arranged trading plan designed to satisfy affirmative defense conditions against insider trading, enhancing transparency and compliance. |
Related Party Transactions
- Acquisition of 6 shares of phantom stock by Director William D Morrison from Orange County Bancorp, Inc. on September 16, 2025.
Stakeholder Impact
- Shareholders: The director's continued equity ownership, including phantom stock, aligns his financial interests with those of the company's shareholders.
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
| Date | Description |
|---|---|
| 09/16/2025 | Date of phantom stock acquisition and earliest transaction date reported. |
| 09/17/2025 | Date the Form 4 was signed and filed. |
| 02/20/2026 | Vesting date for certain restricted stock units. |
Recommendation
holdThe filing is a routine Form 4 disclosing a director's beneficial ownership and a small acquisition of phantom stock under a 10b5-1 plan. It does not contain information significant enough to alter an investment thesis or warrant a change from a 'hold' position based solely on this disclosure.
Keywords
Orange County Bancorp, OBT, William D Morrison, Director, Insider Trading, Form 4, Beneficial Ownership, Phantom Stock, Restricted Stock Units, Equity Holdings
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