Form 4: Orange County Bancorp EVP Acquires Phantom Stock

Orange County Bancorp's EVP and Deputy CLO, Gregory Sousa, acquired 18 phantom stock units and holds restricted stock units with future vesting dates.

Summary

• Gregory Sousa, Executive Vice President and Deputy Chief Legal Officer of Orange County Bancorp, Inc. (OBT), reported changes in his beneficial ownership.
• On September 16, 2025, Sousa acquired 18 phantom stock units at a price of $25.95 per unit, as part of the Performance-Based SERP.
• These phantom stock interests may be settled in company stock upon distribution to the reporting person, based on their prior election.
• Following this acquisition, Sousa beneficially owns a total of 3,659 phantom stock units.
• Sousa directly holds 10,280 shares of common stock, which includes restricted stock units (RSUs) that vest at a rate of 1/3 per year commencing on March 11, 2024, March 21, 2025, and March 20, 2026.
• Additionally, Sousa indirectly owns 5,263 shares of common stock through a 401(k) plan, reflecting transactions not required to be reported under Section 16 of the Securities Exchange Act of 1934.

Sentiment

Score: 7

Explanation: The filing indicates an executive's acquisition of equity-linked compensation (phantom stock and RSUs), which generally signals alignment of management interests with shareholder value and confidence in future performance. This is a positive, but routine, compensation event.

Positives

• The acquisition of phantom stock and holding of restricted stock units align management's interests with shareholder value.
• The Performance-Based SERP incentivizes long-term performance and executive retention.

Future Outlook

The filing indicates future vesting events for restricted stock units commencing on March 11, 2024, March 21, 2025, and March 20, 2026. The phantom stock interests may be settled in company stock upon distribution to the reporting person based on prior election.

Industry Context

This Form 4 filing reflects routine executive compensation practices, where equity-linked incentives like restricted stock units and phantom stock are used to align executive interests with long-term company performance, a common practice in the banking and financial services industry.

Comparison to Industry Standards

• The use of restricted stock units (RSUs) and phantom stock as part of executive compensation is a standard practice across the financial services industry, comparable to compensation structures at regional banks like Valley National Bancorp or Provident Financial Services, which also utilize equity awards to incentivize executives.
• The vesting schedules (1/3 per year) are typical for long-term incentive plans, promoting retention and performance over several years.

Stakeholder Impact

• Shareholders: Increased alignment of executive interests with shareholder value through equity-based compensation.
• Employees: Reflects standard executive compensation practices, potentially setting a precedent for other senior roles.

Next Steps

• Vesting of restricted stock units on March 11, 2024.
• Vesting of restricted stock units on March 21, 2025.
• Vesting of restricted stock units on March 20, 2026.
• Potential settlement of phantom stock interests in company shares upon distribution to the reporting person.

Key Dates

Recommendation

This Form 4 filing details routine executive compensation, specifically the acquisition of phantom stock and the holding of restricted stock units. While these equity awards align management's interests with shareholders, they do not represent a significant new investment or divestment that would fundamentally alter the company's valuation or outlook. Therefore, it does not provide a basis for a change in investment recommendation, suggesting a 'hold' position is appropriate based solely on this filing.

Keywords

Orange County Bancorp, OBT, Gregory Sousa, Insider Transaction, Form 4, Phantom Stock, Restricted Stock Units, Executive Compensation, SERP, Equity Ownership