Pathfinder Bancorp (PBHC) CEO exercises stock options, lifts stake

Rhea-AI Filing Summary

Pathfinder Bancorp, Inc. President and CEO James A. Dowd exercised stock options for 6,000 shares of Common Stock at $11.35 per share. The option exercise converted Stock Options into Common Stock and brought his direct Common Stock holdings to 68,704 shares.

In addition to these direct holdings, he is reported with 18,052 Common Stock shares held indirectly through a 401(k) and 21,181 Common Stock shares held indirectly through an ESOP, reflecting total reported exposure split between direct and retirement-related accounts.

Insider Trade Summary

6,000 shares exercised/converted

Mixed 4 txns

Insider Dowd James A.

Role President and CEO

Type	Security	Shares	Price	Value
Exercise	Stock Options	6,000	$0.00	--
Exercise	Common Stock	6,000	$11.35	$68K
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Stock Options — 2,816 shares (Direct); Common Stock — 68,704 shares (Direct); Common Stock — 18,052 shares (Indirect, By 401K)

Footnotes (1)

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Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Dowd James A.

(Last) (First) (Middle)

214 WEST FIRST STREET

(Street)

OSWEGO NY 13126

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Pathfinder Bancorp, Inc. [ PBHC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
03/13/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/13/2026		M		6,000	A	$11.35	68,704	D
Common Stock								18,052	I	By 401K
Common Stock								21,181	I	By ESOP

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Options	$11.35	03/13/2026		M			6,000	05/06/2017	05/06/2026	Common Stock	6,000	$0	2,816	D

Explanation of Responses:

	/s/ James A. Dowd	03/13/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did PBHC CEO James A. Dowd report in this Form 4 filing?

James A. Dowd reported exercising stock options for 6,000 Pathfinder Bancorp Common Stock shares at $11.35 per share. This option exercise increased his directly held Common Stock position and updated his overall reported ownership across direct and indirect accounts.

How many Pathfinder Bancorp (PBHC) shares does the CEO hold directly after the transaction?

After exercising options, James A. Dowd directly holds 68,704 Pathfinder Bancorp Common Stock shares. This reflects the addition of 6,000 shares acquired through the stock option exercise reported in the Form 4 for the March 13, 2026 transaction date.

At what price were the PBHC stock options exercised by the CEO?

The stock options exercised by James A. Dowd converted into Common Stock at an exercise price of $11.35 per share. This strike price applied to 6,000 underlying Common Stock shares tied to the Stock Options originally granted with that exercise price.

What indirect Pathfinder Bancorp (PBHC) holdings does the CEO report?

Beyond his direct holdings, James A. Dowd reports 18,052 Common Stock shares held indirectly through a 401(k) plan and 21,181 Common Stock shares held indirectly through an ESOP, indicating retirement-plan based exposure in addition to his personally held PBHC shares.

Does this PBHC Form 4 show any open-market stock sales or purchases?

The Form 4 records an option exercise coded as an M transaction, converting derivatives into 6,000 Common Stock shares at $11.35. It does not show separate open-market buy or sell transactions, only the derivative exercise and updated direct and indirect holdings.