Form 4: Orange County Bancorp EVP Sousa Boosts Holdings

Orange County Bancorp's EVP and Deputy CLO, Gregory Sousa, reported an acquisition of phantom stock and details on his common stock holdings, including restricted stock units.

Summary

• Gregory Sousa, Executive Vice President and Deputy Chief Legal Officer of Orange County Bancorp, Inc. (OBT), reported his beneficial ownership.
• Directly owns 10,280 shares of Common Stock, which includes restricted stock units (RSUs) vesting at a rate of 1/3 per year commencing on March 11, 2024, March 21, 2025, and March 20, 2026.
• Indirectly owns 6,394 shares of Common Stock through a 401(k) plan.
• Acquired 23 units of phantom stock on December 16, 2025, as part of a Performance-Based Supplemental Executive Retirement Plan (SERP).
• The phantom stock has a conversion/exercise price of $28.95 per unit and represents 23 underlying shares of Common Stock.
• Following this transaction, the total number of phantom stock units beneficially owned is 3,682.
• The transaction was made pursuant to a Rule 10b5-1(c) contract, instruction, or written plan.

Sentiment

Score: 7

Explanation: The filing indicates an insider's acquisition of phantom stock and continued beneficial ownership, which is generally a positive signal of confidence in the company's future. The transaction is part of a pre-arranged plan (10b5-1), suggesting a systematic approach to compensation and ownership rather than opportunistic trading.

Positives

• Insider (EVP and Deputy CLO Gregory Sousa) is increasing his beneficial ownership in the company through the acquisition of phantom stock, signaling confidence.
• The phantom stock acquisition aligns management's long-term interests with those of shareholders.
• The transaction was conducted under a Rule 10b5-1(c) plan, indicating a pre-arranged and systematic approach to executive compensation and ownership.

Future Outlook

NA

Industry Context

This filing details an individual executive's compensation and ownership structure within Orange County Bancorp, Inc., a financial institution. It does not provide broader industry trends or competitive analysis.

Stakeholder Impact

• Shareholders: Increased insider ownership can signal management confidence, potentially viewed positively.
• Employees: The Performance-Based SERP and restricted stock units are part of executive compensation, which can influence employee morale and retention strategies.

Next Steps

• Vesting of restricted stock units will continue on March 11, 2024, March 21, 2025, and March 20, 2026.
• Phantom stock interests under the Performance-Based SERP may be settled in company stock upon distribution to the reporting person, based on their prior election.

Key Dates

Recommendation

This Form 4 details an executive's beneficial ownership and a planned acquisition of phantom stock. While insider buying can be a positive signal, this specific transaction is part of a pre-arranged compensation plan (10b5-1) and not a discretionary open-market purchase. It reinforces management's alignment with shareholder interests but does not provide new fundamental information to warrant a change in investment thesis. Therefore, a 'hold' recommendation is appropriate, maintaining current positions based on broader company fundamentals rather than this specific insider filing.

Keywords

Orange County Bancorp, OBT, Gregory Sousa, Insider Transaction, Form 4, Phantom Stock, Restricted Stock Units, Executive Compensation, 10b5-1 Plan, Beneficial Ownership