Pathfinder Bancorp (PBHC) director adds 425 shares via 401(k) purchase

Rhea-AI Filing Summary

Pathfinder Bancorp, Inc. director David A. Ayoub reported a small insider purchase of company stock. On February 4, 2026, he acquired 425 shares of Pathfinder Bancorp common stock at $12.83 per share through an indirect holding in a 401(k) account.

After this transaction, he beneficially owns 12,011 common shares directly, 1,647 shares indirectly through an IRA, and 19,188 shares indirectly through the 401(k). He also holds 8,787 stock options with an exercise price of $11.35, exercisable from May 6, 2017 and expiring on May 6, 2026.

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^*

Ayoub David 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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/04/2026

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								12,011	D
Common Stock								1,647	I	By IRA
Common Stock	02/04/2026		P		425	A	$12.83	19,188	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	$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 David A. Ayoub	02/06/2026
	** 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 transaction did PBHC director David A. Ayoub report?

Director David A. Ayoub reported buying 425 Pathfinder Bancorp (PBHC) common shares at $12.83 per share on February 4, 2026. The purchase was made indirectly through a 401(k) account, increasing his total beneficial holdings in the company.

How many Pathfinder Bancorp (PBHC) shares does David A. Ayoub now own?

After the reported transaction, David A. Ayoub beneficially owns 12,011 PBHC common shares directly, 1,647 shares indirectly through an IRA, and 19,188 shares indirectly through a 401(k). These figures show his combined direct and retirement-account interests in the company.

At what price did the PBHC director purchase his new shares?

The Pathfinder Bancorp director acquired 425 common shares at $12.83 per share. This price applies specifically to the February 4, 2026 401(k) purchase reported on the Form 4, and does not describe any other transactions or historical purchase prices.

What stock options does David A. Ayoub hold in Pathfinder Bancorp (PBHC)?

David A. Ayoub holds 8,787 PBHC stock options with an exercise price of $11.35. These options became exercisable on May 6, 2017 and expire on May 6, 2026, giving him the right to buy that number of common shares at the stated price.

Is the PBHC director’s February 4, 2026 transaction a purchase or a sale?

The February 4, 2026 transaction is a purchase of 425 PBHC common shares, coded as “P” on the Form 4. The shares were acquired indirectly via a 401(k) account, increasing his beneficial ownership stake in Pathfinder Bancorp.

How are David A. Ayoub’s PBHC holdings split between direct and indirect ownership?

He directly owns 12,011 PBHC common shares and indirectly owns 1,647 shares through an IRA plus 19,188 shares via a 401(k). The indirect holdings reflect retirement-related accounts, while the direct holdings are in his own name, alongside 8,787 stock options.