Director at Pathfinder Bancorp (PBHC) reports 1,000-share stock gift

Rhea-AI Filing Summary

Pathfinder Bancorp, Inc. director Adam C. Gagas reported a bona fide gift transfer of 1,000 shares of common stock on March 3, 2026, classified as an indirect transaction "By POA." After this gift, that indirect common stock position totaled 148,664 shares.

He also reported direct holdings of 8,787 stock options and 26,801 shares of common stock, plus an additional 17,756 common shares held indirectly through an IRA. The filing mainly updates the mix of his reported indirect and direct ownership rather than reflecting an open-market trade.

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

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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)
03/03/2026

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	03/03/2026		G		1,000	D	$0	148,664	I	By POA
Common Stock								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	03/04/2026
	** 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 transaction did PBHC director Adam C. Gagas report?

Adam C. Gagas reported a bona fide gift of 1,000 Pathfinder Bancorp common shares. The transfer occurred on March 3, 2026 and was classified as an indirect transaction "By POA," meaning it affected shares held through an entity rather than a direct personal account.

How many Pathfinder Bancorp (PBHC) shares were held after the reported gift?

After the 1,000-share gift, the relevant indirect common stock position totaled 148,664 shares. The filing also shows 26,801 common shares held directly and 17,756 common shares held indirectly through an IRA, plus 8,787 stock options reported as a direct holding.

Was the PBHC insider transaction a buy or sell of shares?

The transaction was neither a market buy nor a sale; it was a bona fide gift. The Form 4 classifies the 1,000-share move as a gift transfer, so it reflects a disposition of ownership without a stated price, rather than trading activity in the open market.

What types of PBHC securities does Adam C. Gagas report holding?

Adam C. Gagas reports holding Pathfinder Bancorp common stock and stock options. The filing lists 26,801 common shares directly, 17,756 common shares indirectly by IRA, an indirect POA-related position totaling 148,664 shares after the gift, and 8,787 stock options held directly.

Does the PBHC Form 4 show any insider purchases or sales for cash?

The Form 4 does not show cash purchases or open-market sales. Instead, it reports a bona fide gift of 1,000 common shares and updates remaining direct and indirect holdings in stock and options, without indicating any price-based trading activity by the reporting person.