Schiller Jon 4

What Happened

• Jon Schiller, a director of Orange County Bancorp, received an award of 866 restricted stock units (RSUs) on 2026-02-19 (acquisition reported at $0.00). The next day (2026-02-20) he recorded a disposition of 995 shares to the issuer (no cash price reported). The filing also shows a derivative/phantom stock award reported on 2026-02-20 (share count/price listed as N/A).
• The RSU grant is a non-cash award; the 995-share disposition is not reported as an open-market sale (price listed as N/A), which commonly indicates shares were surrendered to the company (often to cover tax withholding), rather than sold for cash.

Key Details

• Transaction dates: 2026-02-19 (866 RSUs granted, $0.00 reported acquisition price) and 2026-02-20 (995 shares disposed to issuer, price N/A; derivative grant on 2026-02-20 listed as N/A).
• Shares owned after transaction: Not specified in the provided filing information.
• Notable footnotes:
  • F1: The 866 RSUs vest 100% on Feb 20, 2026 (including accumulated dividends), were deferred into the company’s Stock-Based Deferral Plan, and will settle in shares upon the reporting person’s separation from service.
  • F2: Phantom stock is the economic equivalent of one share and becomes payable upon the director’s separation of service.
  • F3: Additional RSUs vest 100% on Feb 19, 2027 and settle in shares upon separation.
• Filing timeliness: Report filed 2026-02-23 covering transactions on 2026-02-19 and 2026-02-20 — the filing date appears timely under the SEC two-business-day rule.

Context

• Dispositions "to the issuer" typically reflect shares surrendered to the company to satisfy tax-withholding obligations when awards vest; they are not the same as open-market sales and do not necessarily indicate negative market sentiment.
• The RSUs and phantom stock are deferred/derivative awards that generally settle in cash or shares upon separation from service, so these transactions reflect compensation mechanics rather than active trading by the director.