Rowley Richard B 4

What Happened

• Richard B. Rowley, a director of Orange County Bancorp, received a grant/award of derivative securities on January 28, 2026. The filing reports a per-share price of $29.70 but lists the number of shares acquired as N/A, so no total dollar value is disclosed. The reported instruments include restricted stock units (RSUs) and phantom stock rather than an open-market purchase or sale.

Key Details

• Transaction date: 2026-01-28; filing date (Form 4): 2026-01-30 (filed timely).
• Reported price per share: $29.70; number of shares acquired: N/A (derivative award).
• Shares owned after transaction: not specified in the filing.
• Footnotes in the filing:
  • F1: Includes RSUs that vest 100% as of the grant date and are settled in shares upon separation from service.
  • F2: Includes RSUs that vest 100% on Feb 20, 2026 and are settled in shares upon separation from service.
  • F3: Phantom stock—each unit equals the economic value of one share and becomes payable upon the reporting person's separation as a director.
• No sale or purchase code (no immediate cash transaction); no 10b5-1 plan or tax-withholding details reported.

Context

• These awards are derivative grants (RSUs/phantom stock). RSUs convert into common shares (or cash equivalent) only under the stated vesting/settlement conditions, so this grant does not reflect an immediate open-market purchase or sale.
• Because the filing does not state the number of units, investors cannot compute the award’s total value from the Form 4 alone. Such awards are commonly used for director compensation and do not by themselves indicate the director’s personal buying or selling intentions.