Pathfinder ESOP reports 5.1% PBHC stake

Accepted by SEC EDGAR 02/13/2026 - 09:22 AM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Pathfinder Bank Employee Stock Ownership Plan Trust, with Pentegra Trust Company as trustee, reports beneficial ownership of 317,463 shares of Pathfinder Bancorp, Inc. common stock, representing 5.1% of the class as of December 31, 2025, on an amended Schedule 13G.

The trust has shared voting power over all 317,463 shares, sole dispositive power over 302,912 shares, and shared dispositive power over 14,551 shares. It certifies that the shares were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of Pathfinder Bancorp.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What ownership stake in PBHC does the Pathfinder ESOP report?

The Pathfinder Bank Employee Stock Ownership Plan Trust reports beneficial ownership of 317,463 shares of Pathfinder Bancorp, Inc. common stock, representing 5.1% of the outstanding class as of December 31, 2025. This crosses the 5% threshold that triggers Schedule 13G reporting.

Who is the reporting person on this Pathfinder Bancorp (PBHC) Schedule 13G/A?

The reporting person is the Pathfinder Bank Employee Stock Ownership Plan Trust, with Pentegra Trust Company serving as trustee. The trust is an employee stock ownership plan structure holding Pathfinder Bancorp, Inc. common stock on behalf of participants.

How much voting power does the Pathfinder ESOP have over PBHC shares?

The ESOP trust reports no sole voting power and shared voting power over 317,463 shares of Pathfinder Bancorp, Inc. common stock. This means voting decisions on all reported shares are shared rather than controlled solely by the trust.

What dispositive power does the Pathfinder ESOP have over PBHC stock?

The ESOP trust reports sole dispositive power over 302,912 shares and shared dispositive power over 14,551 shares of Pathfinder Bancorp, Inc. common stock. Dispositive power refers to authority to sell or otherwise dispose of the shares.

Is the Pathfinder ESOP seeking to influence control of Pathfinder Bancorp (PBHC)?

The trust certifies that the PBHC shares were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of Pathfinder Bancorp, Inc., consistent with a passive Schedule 13G filing.

Why is this Pathfinder Bancorp (PBHC) filing labeled as Schedule 13G/A Amendment No. 1?

The document is an Amendment No. 1 to a prior Schedule 13G, updating reported ownership information. It reflects the ESOP trust’s current 5.1% beneficial ownership in Pathfinder Bancorp, Inc. as of December 31, 2025.

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

Pathfinder Bancorp, Inc. MD

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

70319R109

(CUSIP Number)

12/31/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 70319R109

1

Names of Reporting Persons

Pathfinder Bank Employee Stock Ownership Plan Trust

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

NEW YORK

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 317,463.00
7	Sole Dispositive Power 302,912.00
8	Shared Dispositive Power 14,551.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

317,463.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

5.1 %

12

Type of Reporting Person (See Instructions)

EP

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Pathfinder Bancorp, Inc. MD
(b)	Address of issuer's principal executive offices: 214 West First Street, Oswego, New York, 13126
Item 2.
(a)	Name of person filing: Pathfinder Bank Employee Stock Ownership Plan Trust Trustee: Pentegra Trust Company
(b)	Address or principal business office or, if none, residence: c/o Pentegra Services, Inc. 2 Enterprise Drive, Suite 408 Shelton, CT 06484
(c)	Citizenship: New York
(d)	Title of class of securities: Common Stock, par value $0.01 per share
(e)	CUSIP No.: 70319R109
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 317,463
(b)	Percent of class: 5.1 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 0
	(ii) Shared power to vote or to direct the vote: 317,463
	(iii) Sole power to dispose or to direct the disposition of: 302,912
	(iv) Shared power to dispose or to direct the disposition of: 14,551
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Pathfinder Bank Employee Stock Ownership Plan Trust

Signature:	/s/ Paula Edmonds
Name/Title:	Paula Edmonds, Senior Vice President, Pentegra Trust Company, Trustee
Date:	02/10/2026