UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________
FORM 11-K
FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS
AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
[X] ANNUAL REPORT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended: December 31, 2025
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _______ to _______
Commission File Number: 001-36695
PATHFINDER BANK 401K SAVINGS PLAN
(Full Title of Plan)

(Name of Issuer of the securities held pursuant to the plan)
214 West First Street
Oswego, NY 13126
(Address of Principal Executive Office)
PATHFINDER BANK
401(K) SAVINGS PLAN
Financial Statements
and Supplemental Schedule
as of December 31, 2025 and 2024
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Audit Committee of Pathfinder Bank 401(K) Savings Plan:
Opinion on the Financial Statements
We have audited the accompanying statements of net assets available for benefits of the Pathfinder Bank 401(K) Savings Plan (the Plan) as of December 31, 2025 and 2024, and the related statements of changes in net assets available for benefits for the years then ended, and the related notes and schedule (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2025 and 2024, and the changes in net assets available for benefits for the years then ended, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on the Plan’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Plan in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Supplemental Information
The supplemental information contained in Schedule H, Line 4(i) - Schedule of Assets (Held at End of Year) as of December 31, 2025, has been subjected to audit procedures performed in conjunction with the audit of the Plan’s financial statements. The supplemental information is the responsibility of the Plan's management. Our audit procedures included determining whether the supplemental information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental information. In forming our opinion on the supplemental information, we evaluated whether the supplemental information, including its form and content, is presented in conformity with the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the supplemental information is fairly stated, in all material respects, in relation to the financial statements as a whole.
We have served as the Plan’s auditor since 2012.
/s/ Bonadio & Company, LLP
Bonadio & Company, LLP
Amherst, New York
June 17, 2026
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PATHFINDER BANK 401(K) SAVINGS PLAN |
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STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS |
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DECEMBER 31, 2025 AND 2024 |
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2025 |
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2024 |
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ASSETS |
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INVESTMENTS, at fair value: |
$ |
20,783,923 |
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$ |
20,054,493 |
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NOTES RECEIVABLE FROM PARTICIPANTS |
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435,889 |
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442,043 |
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EMPLOYER CONTRIBUTIONS RECEIVABLE |
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7,610 |
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22,192 |
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EMPLOYEE CONTRIBUTIONS RECEIVABLE |
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8,669 |
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28,259 |
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Total Receivables |
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452,168 |
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492,494 |
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Net assets available for benefits |
$ |
21,236,091 |
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$ |
20,546,987 |
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The accompanying notes are an integral part of these financial statements.
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PATHFINDER BANK 401(K) SAVINGS PLAN |
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STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS |
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FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 |
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2025 |
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2024 |
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ADDITIONS: |
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Investment income: |
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Net appreciation in fair value of investments |
$ |
1,578,290 |
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$ |
2,359,665 |
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Dividend income |
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934,122 |
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599,218 |
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Total investment income |
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2,512,412 |
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2,958,883 |
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CONTRIBUTIONS: |
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Employer |
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903,661 |
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886,244 |
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Participants |
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1,014,988 |
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1,062,826 |
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Rollover |
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2,555 |
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25,002 |
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Interest income on notes receivable from participants |
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31,547 |
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34,130 |
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Total contributions |
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1,952,751 |
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2,008,202 |
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Total additions |
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4,465,163 |
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4,967,085 |
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DEDUCTIONS: |
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Benefits paid to participants |
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3,713,512 |
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4,738,967 |
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Administrative expenses |
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62,547 |
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59,096 |
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Total deductions |
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3,776,059 |
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4,798,063 |
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CHANGE IN NET ASSETS AVAILABLE FOR BENEFITS |
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689,104 |
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169,022 |
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NET ASSETS AVAILABLE FOR BENEFITS - beginning of year |
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20,546,987 |
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20,377,965 |
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NET ASSETS AVAILABLE FOR BENEFITS - end of year |
$ |
21,236,091 |
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$ |
20,546,987 |
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The accompanying notes are an integral part of these financial statements.
PATHFINDER BANK 401(K) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2025 AND 2024
The following brief description of the Pathfinder Bank 401(k) Savings Plan (the Plan) is provided for general information purposes only. Participants should refer to the Plan Document for a more complete description of the Plan’s provisions.
General
The Plan is a defined contribution plan covering all employees of Pathfinder Bank (the Bank). It is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA).
Contributions
Each year, participants may contribute up to the annual dollar limit set by law of pretax annual compensation, as defined in the Plan. Participants who have attained age 50 before the end of the Plan year are eligible to make catch-up contributions. Participants may also contribute amounts representing distributions from other qualified defined benefit or defined contribution plans. Participants direct the investment of their contributions into various investment options offered by the Plan. The Bank makes matching contributions of 100% of the first 3% of employee deferrals and 50% of the next 3% of employee deferrals and is invested based on the participants’ investment allocations.
In addition, the Bank makes a safe harbor non-elective contribution to the account of each eligible employee in an amount equal to 3% of the participant’s annual compensation.
Participants’ Accounts
Each participant’s account is credited with the participant’s contribution and allocations of (a) the Bank’s contribution and, (b) Plan earnings/(losses), and charged with an allocation of administrative expenses, if applicable. Allocations are based on participant earnings/(losses) or account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account balance.
Vesting
Vesting percentage is generally determined by years of service in accordance with the following schedule:
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Vested |
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Vesting Years |
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Percentage |
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1 year |
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20 |
% |
2 years |
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40 |
% |
3 years |
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60 |
% |
4 years |
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80 |
% |
5 or more years |
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100 |
% |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
PATHFINDER BANCORP, INC.
(registrant)
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June 17, 2026 |
/s/ James A. Dowd James A. Dowd President and Chief Executive Officer |