Pathfinder Bancorp (PBHC) insider files Form 4 showing option activity and holdings

Rhea-AI Filing Summary

Adam C. Gagas, a director of Pathfinder Bancorp, Inc. (PBHC), reported changes in his beneficial ownership on a Form 4 covering transactions dated 08/28/2025. The filing shows Gagas holds securities indirectly: 15,800 shares by IRA and 149,664 shares by power of attorney before or separate from the reported transaction. On 08/28/2025 he reported a transaction coded M resulting in 3,116 shares acquired at $11.09 per share, and the form lists 26,801 shares as the amount beneficially owned following the reported transactions. The filing also discloses outstanding stock options: 8,787 options with a $11.35 exercise price expiring 05/06/2026 and 3,116 options with a $11.09 exercise price expiring 11/02/2025. The Form 4 is signed by a power of attorney on behalf of Gagas and reflects reporting obligations under Section 16.

Positive

• Insider transaction disclosed for compliance with Section 16 reporting requirements
• Clear disclosure of option positions including exercise prices and expiration dates (8,787 and 3,116 options)

Negative

• Reported disposal amount is shown in the table (26,801) which indicates a reduction in holdings listed alongside acquisitions
• Form executed by POA rather than the reporting person (requires proper documentation)

Insights

Financial Analyst

TL;DR: Director reported an option-related transaction and a net change leaving 26,801 shares beneficially owned.

The filing documents a director-level insider transaction on 08/28/2025 that increased the reporter's direct/indirect holdings through an acquisition of 3,116 shares at $11.09 and shows remaining beneficial ownership of 26,801 shares. It also confirms exercisable option positions that could further affect share count if exercised before their expirations. This is a routine Section 16 disclosure reflecting insider activity rather than operational news.

Corporate Governance Expert

TL;DR: Proper Section 16 disclosure filed; transaction executed and signed by POA.

The Form 4 appears complete for the disclosed transactions: it identifies the reporting person, relationship to the issuer (Director), transaction date, transaction codes, prices, and post-transaction beneficial ownership. The signature is provided by a power of attorney, which is acceptable when documented. The filing does not include explanatory commentary beyond standard tables.

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
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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).

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)
08/28/2025

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								15,800	I	By IRA
Common Stock								149,664	I	By POA
Common Stock	08/28/2025		M		3,116	A	$11.09	26,801	D

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
Stock Options	$11.09	08/28/2025		M			3,116	11/02/2016	11/02/2025	Common Stock	3,116	$0	0	D

Explanation of Responses:

	/s/ James A. Dowd as POA for Adam C. Gagas	08/29/2025
	** 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 transactions did PBHC director Adam C. Gagas report on Form 4?

The Form 4 reports a transaction on 08/28/2025 showing 3,116 shares acquired at $11.09 and a post-transaction beneficial ownership amount of 26,801 shares.

How many Pathfinder Bancorp (PBHC) shares did Gagas beneficially own after the reported transaction?

The filing lists 26,801 shares as the amount of securities beneficially owned following the reported transaction(s).

Did the Form 4 disclose any stock options held by Adam C. Gagas?

Yes. The filing discloses 8,787 options at a $11.35 exercise price expiring 05/06/2026 and 3,116 options at a $11.09 exercise price expiring 11/02/2025.

Was the Form 4 signed by Adam C. Gagas?

No. The signature block shows the form was signed by James A. Dowd as POA for Adam C. Gagas on 08/29/2025.

What relationship to the issuer does the reporting person have?

The reporting person, Adam C. Gagas, is identified as a Director of Pathfinder Bancorp, Inc.