[8-K] Pathfinder Bancorp Inc Reports Material Event

Rhea-AI Filing Summary

Academy Sports & Outdoors (ASO) – Form 4 filed 07/30/2025: Director Ken C. Hicks converted 1,245 performance-based restricted stock units into common shares (Transaction Code M, $0 exercise price) under the 2020 Omnibus Incentive Plan. To cover tax withholding, 402 shares were automatically sold (Code F) at $53.86.

After the transactions, Hicks’ direct ownership stands at 447,710 common shares. He also retains 11,515 unvested RSUs that may settle through 2032 subject to continued service and stock-price hurdles. No other derivative or non-derivative changes were reported.

Positive

• Net acquisition of 1,245 shares by a board member reflects continued insider confidence.
• Performance-based vesting indicates alignment of equity compensation with measurable targets.

Negative

• 402-share sale (Code F) slightly offsets the acquisition, although it was for tax withholding and immaterial in size.

Insights

Financial Analyst

TL;DR: Small insider net buy; limited market impact.

The filing shows a modest increase in Ken Hicks’ equity stake, signalling continued alignment with shareholders. Only 402 shares (≈0.09% of his holdings) were sold for statutory taxes, a routine move that does not suggest bearish sentiment. Retained ownership of 447,710 shares plus 11,515 RSUs keeps his incentive tied to long-term performance metrics certified by the compensation committee. Given the scale—under 0.6% of ASO’s float—the transaction is informational rather than price-moving.

Corporate Governance Expert

TL;DR: Performance-based vesting underscores pay-for-performance.

The RSUs stem from a 2022 grant where 93.7% of targets were met, demonstrating that equity awards are contingent on measurable goals. Monthly vesting over 48 months maintains continuous retention pressure on the director. The absence of discretionary acceleration and the small tax sale comply with best-practice governance. Overall, neutral impact on governance risk profile.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 30, 2025

(Exact name of Registrant as specified in its charter)

Commission File Number: 001-36695

Maryland	38-3941859
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification Number)

214 West First Street, Oswego, NY 13126

(Address of Principal Executive Office) (Zip Code)

(315) 343-0057

(Issuer's Telephone Number including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

☐		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14d-2(b))
☐		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value	PBHC	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Section 2 – Financial Information

Item 2.02 – Results of Operations and Financial Condition

On July 30, 2025, Pathfinder Bancorp, Inc. issued a press release disclosing its second quarter 2025 financial results. A copy of the press release is included as Exhibit 99.1 to this report.

The information in Item 2.02 to this Form 8-K and Exhibit 99.1 shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as shall be expressly set forth in such filing.

Item 9.01 – Financial Statements and Results

Exhibit No.		Description
99.1		Press Release dated July 30, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

				PATHFINDER BANCORP, INC.
Date:	July 30, 2025		By:	/s/ James A. Dowd
				James A. Dowd
				President and Chief Executive Officer

FAQ

How many ASO shares did Ken Hicks acquire on 07/30/2025?

He acquired 1,245 common shares through RSU conversion.

What price were ASO shares sold for tax withholding?

402 shares were sold at $53.86 each.

What is Ken Hicks’ total direct ownership after the Form 4 transactions?

He now directly owns 447,710 ASO shares.

How many unvested RSUs does the director still hold?

Hicks retains 11,515 performance-based RSUs expiring in 2032.

Were the RSUs subject to performance conditions?

Yes. Only 93.7% of the 2022 PRSU grant vested after performance certification.

Does this filing indicate a 10b5-1 trading plan?

The box indicating Rule 10b5-1(c) was not checked; therefore, no plan is disclosed.