Dowd James A. 4

What Happened

• James A. Dowd, President and CEO of Pathfinder Bancorp, Inc. (PBHC), exercised options to acquire 6,000 shares on 2026-03-13 at an exercise price of $11.35 per share, for a total exercise cost of $68,100.
• The same filing reports a simultaneous disposition of 6,000 shares at $0 (reported as a derivative disposition). The primary transaction is an option exercise (derivative code M); the pattern of an acquisition and a same-size disposition suggests shares were either surrendered or used to cover costs/taxes.

Key Details

• Transaction date: 2026-03-13
• Exercise: 6,000 shares at $11.35 each — total $68,100 (code M)
• Disposition: 6,000 shares at $0 (reported as derivative)
• Shares owned after transaction: not specified in the provided summary
• Footnotes / plans: no 10b5-1 plan, tax-withholding, or other footnotes provided in the summary
• Filing: Form 4 filed 2026-03-13 (appears timely based on the filing date)

Context

• For derivative transactions, an exercise paired with a same-size $0 disposition commonly reflects a cashless exercise or surrender of shares to cover exercise costs or tax withholding; the filing here does not show cash proceeds, so the exact mechanics aren’t detailed.
• This is an option exercise (acquisition of shares) rather than an outright open-market purchase or sale; purchases (exercises) can be viewed as a neutral-to-bullish insider action but do not, by themselves, indicate the insider’s motive.