| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, par value $0.01 per share |
| (b) | Name of Issuer:
Lake Shore Bancorp, Inc. /MD/ |
| (c) | Address of Issuer's Principal Executive Offices:
31 EAST FOURTH STREET, DUNKIRK,
NEW YORK
, 14048. |
| Item 2. | Identity and Background |
|
| (a) | This is the third amendment (the "Third Amendment") to the original Schedule 13D, which was filed on July 30, 2025 (the "Original Schedule 13D"), and amended on October 6, 2025 (the "First Amendment"), and on February 18, 2026 (the "Second Amendment"). This Third Amendment is being filed jointly by Stilwell Activist Fund, L.P., a Delaware limited partnership ("Stilwell Activist Fund"); Stilwell Activist Investments, L.P., a Delaware limited partnership ("Stilwell Activist Investments"); Stilwell Partners, L.P., a Delaware limited partnership ("Stilwell Partners"); Stilwell Value LLC, a Delaware limited liability company ("Stilwell Value LLC") and the general partner of Stilwell Activist Fund, Stilwell Activist Investments, and Stilwell Partners; and Joseph Stilwell, the managing member and owner of Stilwell Value LLC (collectively, "we" or "us"). The filers of this statement are collectively referred to herein as the "Group." The joint filing agreement of the members of the Group was filed as Exhibit 1 to the Original Schedule 13D.
This statement is filed by Joseph Stilwell with respect to the shares of common stock, par value $0.01 per share (the "Common Stock") of Lake Shore Bancorp, Inc. /MD/ (the "Issuer") beneficially owned by Joseph Stilwell, including shares of Common Stock held in the names of Stilwell Activist Fund, Stilwell Activist Investments, and Stilwell Partners, in Joseph Stilwell's capacities as the managing member and owner of Stilwell Value LLC, which is the general partner of Stilwell Activist Fund, Stilwell Activist Investments, and Stilwell Partners. |
| (b) | The business address of Stilwell Activist Fund, Stilwell Activist Investments, Stilwell Partners, and Stilwell Value LLC is 111 Broadway, 12th Floor, New York, New York 10006. The business address of Joseph Stilwell is 200 Calle del Santo Cristo, Segundo Piso, San Juan, Puerto Rico 00901. |
| (c) | The principal employment of Joseph Stilwell is investment management. Stilwell Activist Fund, Stilwell Activist Investments, and Stilwell Partners are private investment partnerships engaged in the purchase and sale of securities for their own accounts. Stilwell Value LLC serves as the general partner of Stilwell Activist Fund, Stilwell Activist Investments, Stilwell Partners, and related partnerships. |
| (d) | During the past five years, no member of the Group has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | During the past five years, no member of the Group has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws, except as indicated in Schedule B, attached hereto and incorporated herein by reference. |
| (f) | Joseph Stilwell is a citizen of the United States. |
| Item 3. | Source and Amount of Funds or Other Consideration |
| | Since we last reported purchases and/or acquisitions of Common Stock, Stilwell Partners has not expended any monies to acquire shares of Common Stock.
Since we last reported purchases and/or acquisitions of Common Stock, Stilwell Activist Fund has not expended any monies to acquire shares of Common Stock.
Since we last reported purchases and/or acquisitions of Common Stock, Stilwell Activist Investments has not expended any monies to acquire shares of Common Stock. |
| Item 4. | Purpose of Transaction |
| | We are filing this Third Amendment to report that pursuant to an Agreement with the Issuer dated March 17, 2026 (the "Standstill Agreement"), Dennis Pollack, an individual selected by the Group, has been appointed to the board of directors of the Issuer. The Issuer has also agreed to nominate and support the election of Mr. Pollack to the Issuer's board of directors at the Issuer's upcoming 2026 annual meeting of stockholders (the "2026 Annual Meeting"). Accordingly, we are withdrawing our nomination of Timothy J. Andruschat for election as a director at the 2026 Annual Meeting, as well as the stockholder proposal (the "Proposal").
On March 18, 2026, the Issuer filed a Form 8-K with the Securities and Exchange Commission (the "Form 8-K"), announcing the terms of the Standstill Agreement, which is attached as Exhibit 10 to the Form 8-K, and is incorporated herein by reference. The terms of the Standstill Agreement are more fully summarized below in Item 6.
On February 17, 2026, we served our notice of intent to nominate Timothy J. Andruschat for election as a director at the 2026 Annual Meeting and submitted the Proposal calling for no acquisition of any other financial institution by the Issuer until such time as the Issuer's common stock consistently trades above its book value. On March 17, 2026, we entered into the Standstill Agreement with the Issuer. Our aim is to maximize shareholder value at the Issuer.
Our purpose in acquiring shares of Common Stock of the Issuer is to profit from the appreciation in the market price of the shares of Common Stock through asserting shareholder rights. We do not believe the value of the Issuer's assets is adequately reflected in the current market price of the Issuer's Common Stock.
Subject to the Standstill Agreement, members of the Group may seek to make additional purchases or sales of shares of Common Stock. Except as described in this filing, no member of the Group has any plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (a) through (j), inclusive, of Item 4 of Schedule 13D. Members of the Group may, at any time and from time to time, review or reconsider their positions and formulate plans or proposals with respect thereto.
Since 2000, members or affiliates of the Group have taken an 'activist position' in 78 other publicly-traded companies. In each instance, our purpose has been to profit from the appreciation in the market price of the shares we held by asserting shareholder rights. In addition, we believed that the values of the companies' assets were not adequately reflected in the market prices of their shares.
Our actions with respect to such publicly-traded companies are described in Schedule A, attached hereto and incorporated herein by reference. |
| Item 5. | Interest in Securities of the Issuer |
| (a) | The members of the Group beneficially own an aggregate of 773,675 shares of Common Stock. The percentages used in this filing are calculated based on 7,836,100 shares of Common Stock outstanding as of March 11, 2026, as reported in the Issuer's Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 17, 2026. The purchases and sales of Common Stock reported in this item, if any, were made in open-market transactions.
Each of Stilwell Activist Fund, Stilwell Activist Investments, Stilwell Partners, Stilwell Value LLC and Joseph Stilwell may be deemed to beneficially own 773,675 shares of Common Stock, constituting approximately 9.9% of the shares of Common Stock outstanding. |
| (b) | Each of Stilwell Activist Fund, Stilwell Activist Investments, Stilwell Partners, Stilwell Value LLC and Joseph Stilwell may be deemed to share the power to vote and dispose of 773,675 shares of Common Stock owned in the aggregate by Stilwell Activist Fund, Stilwell Activist Investments, and Stilwell Partners.
Because he is the managing member and owner of Stilwell Value LLC, which is the general partner of each of Stilwell Activist Fund, Stilwell Activist Investments, and Stilwell Partners, Joseph Stilwell has the power to direct the affairs of each of Stilwell Activist Fund, Stilwell Activist Investments, and Stilwell Partners, including the voting and disposition of shares of Common Stock held in the name of each of Stilwell Activist Fund, Stilwell Activist Investments, and Stilwell Partners. Therefore, Joseph Stilwell is deemed to share voting and disposition power with each of Stilwell Activist Fund, Stilwell Activist Investments, and Stilwell Partners with regard to those shares of Common Stock.
Because he is the managing member and owner of Stilwell Value LLC, Joseph Stilwell has the power to direct the affairs of Stilwell Value LLC. Stilwell Value LLC is the general partner of each of Stilwell Activist Fund, Stilwell Activist Investments, and Stilwell Partners. Therefore, Stilwell Value LLC may be deemed to share with Joseph Stilwell voting and disposition power with regard to the shares of Common Stock held by each of Stilwell Activist Fund, Stilwell Activist Investments, and Stilwell Partners. |
| (c) | Since the filing of the Second Amendment, Stilwell Activist Fund, Stilwell Activist Investments and Stilwell Partners have not purchased or sold any shares of Common Stock. Stilwell Value LLC and Joseph Stilwell have not purchased or sold any shares of Common Stock. |
| (d) | No person other than Stilwell Activist Fund, Stilwell Activist Investments, Stilwell Partners, Stilwell Value LLC and Joseph Stilwell is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the shares of Common Stock. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
| | On March 17, 2026, members of the Group, the Issuer and Dennis Pollack entered into the Standstill Agreement, a copy of which is attached as Exhibit 10 to the Issuer's Form 8-K, and is incorporated herein by reference. Under the terms of the Standstill Agreement, the Issuer agreed to, among other things, (i) expand both the board of directors of the Issuer and the Issuer's wholly-owned subsidiary, Lake Shore Bank (the "Bank"), by one board seat, (ii) appoint Mr. Pollack to serve on the boards of directors of the Issuer and the Bank in the class of directors having terms expiring at the Issuer's 2026 Annual Meeting and the Bank's 2026 annual meeting of stockholders, respectively, and (iii) nominate and support the election of Mr. Pollack as a director of each of the Company and the Bank at the Company's 2026 Annual Meeting and the Bank's 2026 annual meeting of stockholders, respectively, to serve in the class of directors with a term expiring at the Company's 2029 annual meeting of stockholders and the Bank's 2029 annual meeting of stockholders, respectively.
In exchange, the members of the Group agreed to, among other things, not (a) solicit proxies in opposition to any recommendations or proposals of the Issuer's board of directors, (b) initiate or solicit shareholder proposals or seek to place any additional representatives on the Issuer's board of directors other than Mr. Pollack (c) oppose any proposal or director nomination submitted by the board of directors to the Issuer's shareholders, (d) vote for any nominee to the Issuer's board of directors other than those nominated or supported by the board of directors, (e) seek to exercise any control or influence over the management of the Issuer or the boards of directors of the Issuer or the Bank, propose or seek to effect a merger or sale of the Issuer or initiate litigation against the Issuer, or (f) acquire any additional shares of the outstanding Common Stock of the Issuer or, without the Issuer's written consent, privately or pursuant to a public tender offer, sell or otherwise dispose of any interest in the Group's shares of Common Stock to any person whom the Group believes, after reasonable inquiry, would be a beneficial owner after any such sale or transfer of more than 5% of the outstanding shares of Common Stock of the Issuer.
In addition, pursuant to an arrangement with Mr. Pollack, members of the Group have agreed to reimburse Mr. Pollack's travel expenses incurred with respect to attending meetings of the board of the Company and the Bank, respectively.
The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the Standstill Agreement.
Other than the Standstill Agreement referenced above, and the Joint Filing Agreement filed as Exhibit 1 to the Original Schedule 13D, there are no contracts, arrangements, understandings or relationships among the persons named in Item 2 hereof and between such persons and any person with respect to any securities of the Issuer, including but not limited to transfer or voting of any of the securities, finders' fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, divisions of profits or losses, or the giving or withholding of proxies, except for sharing of profits.
See Items 1 and 2 above regarding disclosure of the relationships between members of the Group, which disclosure is incorporated herein by reference. |
| Item 7. | Material to be Filed as Exhibits. |
| | Schedule A - Stilwell Activist History
Schedule B - Item 2(e)
Exhibit 1 - Joint Filing Agreement, dated July 30, 2025, filed with the Original Schedule 13D.
Exhibit 2 - Nominee Agreement, dated February 17, 2026, with Timothy J. Andruschat, filed with the Second Amendment.
Exhibit 3 - Proposal, dated February 17, 2026, filed with the Second Amendment.
Exhibit 4 - Standstill Agreement, dated March 17, 2026, incorporated by reference to Exhibit 10 to the Issuer's Form 8-K filed with the Securities and Exchange Commission on March 18, 2026. |
