Pathfinder Bancorp (PBHC) SVP exercises 3,647 option shares

Rhea-AI Filing Summary

Pathfinder Bancorp, Inc. Senior Vice President William D. O'Brien exercised stock options into common shares. On March 5, 2026, he exercised 3,647 stock options, receiving 3,647 shares of common stock at $10.81 per share through a derivative exercise.

After this transaction, he directly owned 23,512 shares of common stock. He also had remaining direct holdings of stock options covering 7,908 shares and 1,500 shares. In addition, he indirectly held 9,234 common shares through an ESOP and 3,255 common shares through a 401(k).

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^*

O'Brien William D

(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)
	Senior Vice President

3. Date of Earliest Transaction (Month/Day/Year)
03/05/2026

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	03/05/2026		M		3,647	A	$10.81	23,512	D
Common Stock								9,234	I	By ESOP
Common Stock								3,255	I	By 401K

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	$10.81	03/05/2026		M			3,647	04/01/2017	04/01/2026	Common Stock	5,000	$0	0	D
Stock Options	$11.35							05/06/2017	05/06/2026	Common Stock	7,908		7,908	D
Stock Options	$10.37							10/28/2021	10/28/2030	Common Stock	1,500		1,500	D

Explanation of Responses:

	/s/ James A. Dowd as POA for William D. O'Brien	03/06/2026
	** 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 activity did PBHC executive William D. O'Brien report on this Form 4?

William D. O'Brien reported exercising 3,647 stock options into 3,647 shares of Pathfinder Bancorp common stock. The transaction used a derivative exercise code, indicating an option conversion rather than an open-market purchase of shares.

How many Pathfinder Bancorp (PBHC) shares does William D. O'Brien own after this transaction?

After the transaction, O'Brien directly owned 23,512 shares of Pathfinder Bancorp common stock. He also indirectly held 9,234 shares through an ESOP and 3,255 shares through a 401(k), alongside remaining stock options on additional shares.

What type of transaction is code M on William D. O'Brien’s PBHC Form 4?

Code M on O'Brien’s Form 4 reflects an “exercise or conversion of derivative security.” In this case, it shows stock options being converted into 3,647 Pathfinder Bancorp common shares, not a standard open-market buy or sell transaction.

Did William D. O'Brien sell any Pathfinder Bancorp (PBHC) shares in this Form 4 filing?

The filing shows no reported sales of Pathfinder Bancorp common stock. It records the exercise of 3,647 stock options into common shares and updates direct and indirect share and option holdings following that derivative exercise.

What indirect holdings of Pathfinder Bancorp (PBHC) shares does William D. O'Brien report?

O'Brien reports indirect ownership of 9,234 Pathfinder Bancorp common shares through an ESOP and 3,255 common shares through a 401(k). These positions are separate from his direct common share holdings and his remaining stock options.