UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
(Rule
14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☐
Filed by a Party other than the Registrant ☒
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☐ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☒ | Soliciting Material Under § 240.14a-12 |
| LAKE SHORE BANCORP, INC. |
(Name of Registrant as Specified In Its Charter)
|
| |
Stilwell Activist Investments, L.P.
Stilwell Activist Fund, L.P.
Stilwell Partners, L.P.
Stilwell Value LLC
Joseph Stilwell
Timothy J. Andruschat
|
(Name of Persons(s) Filing Proxy Statement, if other than the Registrant)
|
Payment of Filing Fee (Check all boxes that apply):
| ☐ | Fee paid previously with preliminary materials |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
Joseph Stilwell and certain affiliated
entities (collectively, “Stilwell”), together with the other participants named herein, intend to file a preliminary proxy
statement and accompanying universal proxy card with the Securities and Exchange Commission (the “SEC”) to be used to solicit
votes for a business proposal and the election of Stilwell’s highly-qualified director nominee at the 2026 annual meeting of shareholders
(the “Annual Meeting”) of Lake Shore Bancorp, Inc., a Maryland corporation (the “Company”).
On February 18, 2026, Stilwell
filed Amendment No. 2 to its Schedule 13D (“Amendment No. 2”) disclosing its delivery of its notice of intent to submit a
business proposal and nominate a highly-qualified director candidate at the Annual Meeting, which was delivered to the Company on February
17, 2026. A copy of Amendment No. 2 is attached hereto as Exhibit 1 and is incorporated herein by reference.
CERTAIN INFORMATION CONCERNING THE PARTICIPANTS
STILWELL
STRONGLY ADVISES ALL SHAREHOLDERS OF THE COMPANY TO READ ANY PROXY MATERIALS AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION. SUCH PROXY MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC’S WEB SITE AT HTTP://WWW.SEC.GOV.
IN ADDITION, THE PARTICIPANTS IN THIS PROXY SOLICITATION WILL PROVIDE COPIES OF PROXY MATERIALS WITHOUT CHARGE, WHEN AVAILABLE, UPON
REQUEST.
The participants in the proxy solicitation are currently
anticipated to be Stilwell Activist Investments, L.P., a Delaware limited partnership (“Stilwell Activist Investments”), Stilwell
Activist Fund, L.P., a Delaware limited partnership (“Stilwell Activist Fund”), Stilwell Partners, L.P., a Delaware limited
partnership (“Stilwell Partners”), Stilwell Value LLC, a Delaware limited liability company, Joseph Stilwell and Timothy
J. Andruschat.
As of the date hereof, Stilwell Activist Investments
directly owns 469,195 shares of common stock, par value $0.01 per share, of the Company (the “Common Stock”), including 439,795
shares held in record name. As of the date hereof, Stilwell Activist Fund directly owns 89,328 shares of Common Stock. As of the date
hereof, Stilwell Partners directly owns 215,152 shares of Common Stock. Stilwell Value LLC, as the general partner of each of Stilwell
Activist Investments, Stilwell Activist Fund, and Stilwell Partners, may be deemed to beneficially own the 773,675 shares of Common Stock
owned directly by Stilwell Activist Investments, Stilwell Activist Fund, and Stilwell Partners. Mr. Stilwell, as the managing member and
sole owner of Stilwell Value LLC, may be deemed to beneficially own the 773,675 shares of Common Stock owned directly by Stilwell Activist
Investments, Stilwell Activist Fund, and Stilwell Partners. As of the date hereof, Mr. Andruschat does not beneficially own any securities
of the Company.
