Form 4: Gagas Adam C. reports purchase transactions in PBHC

Rhea-AI Filing Summary

Gagas Adam C. reported open-market purchase transactions in a Form 4 filing for PBHC. The filing lists transactions totaling 1,956 shares at a weighted average price of $13.75 per share. Following the reported transactions, holdings were 17,756 shares.

Insights

Equity ownership and governance analyst

Director increased indirect Pathfinder Bancorp holdings through small IRA purchases.

Director Adam C. Gagas reported two open-market purchases of Pathfinder Bancorp common stock through an IRA, buying 6 shares at $13.50 and 1,950 shares at $13.75. These are characterized as indirect ownership, which typically reflects retirement or custodial accounts.

The filing also details a broader ownership picture: 26,801 shares held directly, 149,664 shares held indirectly by power of attorney, and 8,787 stock options exercisable into common stock until May 6, 2026. The overall pattern shows continued equity alignment, though the new purchases themselves are modest in size.

Future Forms 4 and related ownership updates will show whether this director continues to build his position or primarily maintains existing holdings across direct, POA, IRA, and option interests.

Insider Trade Summary

Net Buyer: 1,956 shares ($26,894)

Net Buy 5 txns

Insider Gagas Adam C.

Role Director

Bought 1,956 shs ($27K)

Type	Security	Shares	Price	Value
Purchase	Common Stock	1,950	$13.75	$27K
Purchase	Common Stock	6	$13.50	$81.00
holding	Stock Options	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 17,756 shares (Indirect, By IRA); Stock Options — 8,787 shares (Direct); Common Stock — 26,801 shares (Direct)

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 02/13/2026 - 05:14 PM Learn about SEC filing dates

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^*

Gagas Adam C.

(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)
02/12/2026

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								26,801	D
Common Stock								149,664	I	By POA
Common Stock	02/12/2026		P		6	A	$13.5	15,806	I	By IRA
Common Stock	02/13/2026		P		1,950	A	$13.75	17,756	I	By IRA

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	8,787		8,787	D

Explanation of Responses:

	/s/ James A. Dowd as POA for Adam C. Gagas	02/13/2026
	** 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 insider transactions did Pathfinder Bancorp (PBHC) report for Adam C. Gagas?

Pathfinder Bancorp director Adam C. Gagas reported two open-market purchases of common stock through an IRA, acquiring 6 shares at $13.50 and 1,950 shares at $13.75. These transactions increased his indirectly held IRA position in PBHC shares.

How many Pathfinder Bancorp (PBHC) shares does Adam C. Gagas own after the reported Form 4?

After the reported transactions, Adam C. Gagas reported 26,801 PBHC shares held directly, 149,664 shares held indirectly by power of attorney, and 17,756 shares held indirectly by IRA, reflecting multiple forms of beneficial ownership in Pathfinder Bancorp common stock.

Were Adam C. Gagas’s Pathfinder Bancorp (PBHC) share transactions buys or sells?

The Form 4 shows that Adam C. Gagas’s transactions were purchases. Through an IRA, he made open-market buys of 6 PBHC shares at $13.50 and 1,950 PBHC shares at $13.75, increasing his indirect IRA holdings in the company.

What stock options in Pathfinder Bancorp (PBHC) does Adam C. Gagas report holding?

Adam C. Gagas reports holding stock options on 8,787 Pathfinder Bancorp common shares with an exercise price of $11.35. These options became exercisable on May 6, 2017 and are reported to expire on May 6, 2026, representing additional potential equity exposure.

How is Adam C. Gagas’s ownership in Pathfinder Bancorp (PBHC) structured?

Adam C. Gagas’s PBHC ownership is split between direct and indirect holdings. He reports 26,801 shares directly, 149,664 shares held indirectly by power of attorney, and 17,756 shares held indirectly by IRA, plus 8,787 stock options exercisable into PBHC common stock.

What do the IRA and POA designations mean in Adam C. Gagas’s PBHC holdings?

In the Form 4, “By IRA” indicates PBHC shares held through an individual retirement account associated with Adam C. Gagas, while “By POA” indicates shares held under a power-of-attorney arrangement, both classified as indirect beneficial ownership of Pathfinder Bancorp common stock.