Pathfinder Bancorp (PBHC) CEO reports updated stock, ESOP and option holdings

Rhea-AI Filing Summary

Pathfinder Bancorp, Inc. President and CEO James A. Dowd reported his current holdings of company securities without any new purchases or sales. He now holds 68,704 shares of Common Stock directly and 18,052 shares indirectly through a 401K.

He also reports 21,193 Common shares held indirectly through an ESOP, with a footnote noting these ESOP shares were allocated in April 2026. In addition, he holds stock options on 2,816 shares of Common Stock at an exercise price of $11.35 per share, expiring May 6, 2026.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider Dowd James A.

Role President and CEO

Type	Security	Shares	Price	Value
holding	Stock Options	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Stock Options — 2,816 shares (Direct); Common Stock — 21,193 shares (Indirect, By ESOP); Common Stock — 68,704 shares (Direct)

Footnotes (1)

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Key Figures

Direct Common Stock: 68,704 shares ESOP Common Stock: 21,193 shares 401K Common Stock: 18,052 shares +3 more

6 metrics

Direct Common Stock 68,704 shares Direct PBHC common shares held by CEO James A. Dowd

ESOP Common Stock 21,193 shares Indirect PBHC common shares held through ESOP, allocated April 2026

401K Common Stock 18,052 shares Indirect PBHC common shares held through 401K plan

Stock Option Underlying Shares 2,816 shares Common shares underlying stock options held directly

Option Exercise Price $11.35 per share Exercise price of stock options expiring May 6, 2026

Option Expiration Date May 6, 2026 Expiration of stock options on 2,816 PBHC shares

Key Terms

ESOP, 401K, Stock Options, Common Stock

4 terms

ESOP financial

"Reflects ESOP shares allocated April 2026."

An Employee Stock Ownership Plan (ESOP) is a program that gives employees ownership shares in their company, often as part of their benefits package. It acts like a company-sponsored savings plan, allowing workers to have a stake in the company's success, which can boost motivation and loyalty. For investors, ESOPs can influence company decisions and stock value, making them an important aspect of corporate ownership and governance.

401K financial

"nature_of_ownership": "By 401K""

An employer-sponsored retirement savings plan in the United States that lets workers set aside part of their paycheck into investments with tax advantages; some plans also include employer matching contributions, which is like free money added to your savings. It matters to investors because 401(k) balances represent a large pool of household retirement assets that influence personal financial security, investor behavior, and long-term demand for stocks and bonds.

Stock Options financial

"security_title": "Stock Options""

Stock options are agreements that give a person the right to buy or sell a company's stock at a specific price within a certain time frame. They are often used as a reward or incentive, similar to a coupon that can be used later if the stock price rises, allowing the holder to make a profit.

Common Stock financial

"underlying_security_title": "Common Stock""

Common stock represents ownership shares in a company, giving investors a stake in its success and a say in important decisions through voting rights. It is the most common type of stock traded on markets and can provide income through dividends, as well as potential for value growth. For investors, holding common stock means sharing in the company’s profits and risks.

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 NEW YORK 13126

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/08/2026

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

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

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

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								21,193(1)	I	By ESOP
Common Stock								68,704	D
Common Stock								18,052	I	By 401K

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							05/06/2017	05/06/2026	Common Stock	2,816		2,816	D

Explanation of Responses:

1. Reflects ESOP shares allocated April 2026.

	/s/ James A. Dowd	04/10/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

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

James A. Dowd reported updated holdings of Pathfinder Bancorp securities, with no new buys or sells. He disclosed direct Common Stock ownership, indirect holdings through retirement plans, and outstanding stock options, providing a snapshot of his equity stake as of the reported date.

How many PBHC common shares does James A. Dowd hold directly?

James A. Dowd holds 68,704 shares of Pathfinder Bancorp Common Stock directly. This figure reflects shares registered in his own name and shows his personal equity exposure outside retirement plans and employee ownership programs at the time of this filing.

What indirect PBHC share holdings does James A. Dowd report?

He reports 21,193 Common shares indirectly through an ESOP and 18,052 Common shares indirectly through a 401K. These amounts represent retirement and employee benefit plan positions rather than shares held in a personal brokerage account.

What stock options on PBHC shares does James A. Dowd currently hold?

Dowd holds stock options tied to 2,816 shares of Common Stock with an exercise price of $11.35 per share. These options are scheduled to expire on May 6, 2026, giving him the right to buy shares at that price until expiration.

Does this PBHC Form 4 show any insider buying or selling activity?

No, the Form 4 reflects holding entries only, with transaction codes marked as unknown and no share amounts listed as bought or sold. It essentially updates Dowd’s reported ownership rather than recording new market transactions in PBHC shares.

What does the ESOP footnote mean in James A. Dowd’s PBHC filing?

The footnote explains that the reported ESOP position reflects shares allocated in April 2026. This indicates the increase in ESOP-held shares is due to a routine plan allocation process, not an open-market purchase or discretionary trading decision by Dowd.