PBHC insider reports 4,500-share option exercise at $11.35

Rhea-AI Filing Summary

Pathfinder Bancorp, Inc. director reports stock option exercise

A director of Pathfinder Bancorp, Inc. (PBHC) reported exercising stock options on 11/20/2025. The filing shows the exercise of options for 4,500 shares of common stock at an exercise price of $11.35 per share, recorded with transaction code "M" (option exercise). After this transaction, the reporting person holds 28,774 shares of common stock in direct ownership.

The filing also shows additional indirect holdings, including 4,294 shares as custodian for children and 57,682 shares held under a power of attorney for parents. Following the exercise, the related stock option position for these 4,500 shares shows 0 derivative securities remaining.

Insider Trade Summary

4,500 shares exercised/converted

Mixed 4 txns

Insider Barclay William A

Role Director

Type	Security	Shares	Price	Value
Exercise	Stock Options	4,500	$11.35	$51K
Exercise	Common Stock	4,500	$11.35	$51K
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Stock Options — 0 shares (Direct); Common Stock — 28,774 shares (Direct); Common Stock — 4,294 shares (Indirect, Custodian for Children)

Footnotes (1)

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^*

Barclay William 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)

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

3. Date of Earliest Transaction (Month/Day/Year)
11/20/2025

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	11/20/2025		M		4,500	A	$11.35	28,774	D
Common Stock								4,294	I	Custodian for Children
Common Stock								57,682	I	POA for Parents

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	11/20/2025		M			4,500	05/06/2017	05/06/2026	Common Stock	4,500	$11.35	0	D

Explanation of Responses:

	/s/ James A. Dowd as POA for William A. Barclay	11/21/2025
	** 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 transaction did the PBHC director report on this Form 4?

The director reported an exercise of stock options, acquiring 4,500 shares of Pathfinder Bancorp, Inc. (PBHC) common stock at an exercise price of $11.35 per share, coded as transaction type "M".

How many PBHC shares does the reporting person own directly after the transaction?

After the reported option exercise, the reporting person directly owns 28,774 shares of Pathfinder Bancorp, Inc. common stock.

What indirect PBHC shareholdings are reported on this Form 4?

The filing reports 4,294 shares held as custodian for children and 57,682 shares held under a power of attorney for parents, both classified as indirect ownership.

What happened to the stock options after the PBHC director exercised them?

The option position related to the 4,500 shares of common stock at an exercise price of $11.35 now shows 0 derivative securities beneficially owned following the transaction.

What was the transaction date reported for the PBHC stock option exercise?

The transaction date for the stock option exercise reported by the director of Pathfinder Bancorp, Inc. (PBHC) was 11/20/2025.

What is the reporting person’s relationship to Pathfinder Bancorp, Inc.?

The reporting person is identified as a Director of Pathfinder Bancorp, Inc. on the Form 4.