[Form 4] Pathfinder Bancorp, Inc. Insider Trading Activity

Rhea-AI Filing Summary

James A. Dowd, President and CEO (and Director) of Pathfinder Bancorp, Inc. (PBHC), reported a securities transaction dated 09/12/2025. The filing shows an acquisition of 3,000 shares of Common Stock at a price of $11.35 per share. After the transaction, the Form 4 reports 58,704 shares beneficially owned directly and 12,816 derivative securities (stock options) held directly. The filing also discloses indirect holdings of 18,052 shares via a 401(k) and 21,181 shares via an ESOP.

Positive

• Insider acquisition of 3,000 shares at $11.35 was reported, increasing direct beneficial ownership to 58,704 shares
• Disclosure of indirect holdings via a 401(k) (18,052 shares) and ESOP (21,181 shares) provides transparency on total executive exposure

Negative

• None.

Insights

Securities Analyst

TL;DR: Routine insider exercise/acquisition of 3,000 shares at $11.35; holdings updated, no new company-level disclosures.

The Form 4 documents a common insider action: the reporting person acquired 3,000 shares on 09/12/2025 at $11.35 per share. Post-transaction direct beneficial ownership is reported at 58,704 shares, and 12,816 stock options remain listed in the derivative section. This is a disclosure of insider position change rather than a corporate event; it provides transparency on executive ownership but does not itself change company operations or financials.

Corporate Governance Expert

TL;DR: The filing shows standard insider reporting of share acquisition and existing indirect retirement plan holdings.

The document confirms that James A. Dowd, in his capacity as President and CEO and as a director, reported the acquisition and updated his holdings, including indirect holdings through a 401(k) and ESOP. The presence of outstanding options (12,816) and exercisable option history is disclosed. This Form 4 fulfills Section 16 reporting requirements and offers investors clarity on executive alignment with shareholder interests.

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

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

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)
09/12/2025

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								18,052	I	By 401K
Common Stock	09/12/2025		M		3,000	A	$11.35	58,704	D
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	09/12/2025		M			3,000	05/06/2017	05/06/2026	Common Stock	3,000	$0	12,816	D

Explanation of Responses:

	/s/ James A. Dowd	09/15/2025
	** 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 James A. Dowd report on Form 4 for PBHC?

The Form 4 reports an acquisition of 3,000 shares of Pathfinder Bancorp (PBHC) on 09/12/2025 at a price of $11.35 per share.

How many PBHC shares does James A. Dowd beneficially own after the reported transaction?

After the reported transaction the filing shows 58,704 shares beneficially owned directly.

Does the filing show any indirect holdings for the reporting person?

Yes. The filing discloses 18,052 shares held indirectly by a 401(k) and 21,181 shares held indirectly by an ESOP.

Are there any derivative securities reported for James A. Dowd?

Yes. The derivative section reports 12,816 stock options held directly and details an exercise related to 3,000 options with an exercise price of $11.35.

What is the reporting person's role at Pathfinder Bancorp?

The Form 4 identifies the reporting person, James A. Dowd, as President and CEO and a Director of Pathfinder Bancorp.