Form 8-K

8-K — Pathfinder Bancorp, Inc.

Accession: 0000943374-26-000191

Filed: 2026-05-07

Period: 2026-05-04

CIK: 0001609065

SIC: 6022 (STATE COMMERCIAL BANKS)

Item: Entry into a Material Definitive Agreement

Item: Financial Statements and Exhibits

Documents

8-K — form8k_050426.htm (Primary)

EX-10.1 — FOURTH AMENDMENT TO THE REGISTRATION RIGHTS AGREEMENT (ex10-1_8k050426.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — PATHFINDER BANCORP, INC. FORM 8-K MAY 4, 2026

8-K (Primary)

Filename: form8k_050426.htm · Sequence: 1

falsePathfinder Bancorp, Inc. MD0001609065MD00016090652026-05-042026-05-04

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 4, 2026

PATHFINDER BANCORP, INC.

(Exact name of Registrant as specified in its charter)

Commission File Number: 001-36695

Maryland

38-3941859

(State or Other Jurisdiction of Incorporation or Organization)

(I.R.S. Employer Identification Number)

214 West First Street, Oswego, NY 13126

(Address of Principal Executive Office) (Zip Code)

(315) 343-0057

(Issuer's Telephone Number including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the

following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.01 par value

PBHC

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule

12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or

revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 - Entry into a Material Definitive Agreement

On May 8, 2019, Pathfinder Bancorp, Inc. (the “Company”) entered into a Securities Purchase Agreement with Castle Creek Capital

Partners VII, L.P. (“Castle Creek”), pursuant to which the Company sold Castle Creek certain securities of the Company in a private placement. In connection with the private placement, the Company entered into a registration rights agreement with

Castle Creek, also dated as of May 8, 2019 (the “Registration Rights Agreement”). Pursuant to the terms of the Registration Rights Agreement, the Company agreed to file a resale registration statement by no later than May 8, 2023 to register the

resale of the securities.

Beginning in 2023 and continuing during each of the

next two years, the Company and Castle Creek agreed to amend the Registration Rights Agreement to allow the Company an additional year to file a resale

registration statement to register the resale of the securities with the most recent extension expiring on May 8, 2026.

On May 4, 2026, the Company and Castle Creek agreed to amend the Registration Rights Agreement to allow the Company to file a resale registration statement by no later than May 8, 2027 to register the resale of the securities.

The foregoing description of the Fourth Amendment to the Registration Rights Agreement does not purport to

be complete and is qualified in its entirety by the full text of the Fourth Amendment to the Registration Rights Agreement attached as Exhibit 10.1 hereto.

Item 9.01 – Financial Statements and Exhibits

(a) Financial statements of businesses acquired. None.

(b) Pro forma financial information. None.

(d) Exhibits.

10.1

Fourth Amendment to the

Registration Rights Agreement

104

Cover Page Interactive Data File (embedded in the cover page formatted in Inline XBRL)

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, hereunto duly authorized.

PATHFINDER BANCORP, INC.

Date:

May 7, 2026

By:

/s/ James A. Dowd

James A. Dowd

President and Chief Executive Officer

EX-10.1 — FOURTH AMENDMENT TO THE REGISTRATION RIGHTS AGREEMENT

EX-10.1

Filename: ex10-1_8k050426.htm · Sequence: 2

EXHIBIT 10.1

FOURTH AMENDMENT TO THE REGISTRATION RIGHTS AGREEMENT

THIS FOURTH AMENDMENT TO THE REGISTRATION RIGHTS AGREEMENT, dated as of May 4, 2026 (the “Amendment”), by and between Pathfinder Bancorp, Inc., a Maryland corporation (the “Company”) and Castle Creek

Capital Partners VII, LP (“Castle Creek”). Each of the capitalized terms contained in this Amendment, but not specifically defined in this Amendment, shall

have the meanings ascribed to such terms in the Agreement as defined below.

RECITALS

WHEREAS, the Company and Castle Creek

are parties to that certain Registration Rights Agreement, dated as of May 8, 2019 (the “Agreement”);

WHEREAS, the Agreement was made

pursuant to the Securities Purchase Agreement, dated as of May 8, 2019, by and between the Company and Castle Creek;

WHEREAS, the Company and Castle Creek agreed to amend the Agreement as of May 8, 2023 to extend the Filing Deadline

(as defined below) by one year;

WHEREAS, the Company and Castle Creek agreed to amend the Agreement as of May 6, 2024 to extend the Filing Deadline

(as defined below) by one year;

WHEREAS, the Company and Castle Creek

agreed to amend the Agreement as of April 26, 2025 to extend the Filing Deadline (as defined below) by one year; and

WHEREAS, the parties to the Agreement desire to amend the Agreement as set forth herein.

NOW, THEREFORE, in consideration of the premises, and for other good and valuable consideration, the receipt and

legal sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

1. Amendment to the

definition of Filing Deadline: The definition of the term “Filing Deadline” in Section 1 of the Agreement is hereby amended and replaced in its entirety as follows:

“Filing Deadline” means,

with respect to the Initial Registration Statement required to be filed pursuant to Section 2(a), the date that is the eighth (8th) anniversary of the Closing Date, provided, that if the Filing Deadline falls on a Saturday, Sunday or other day that

the Commission is closed for business, the Filing Deadline shall be extended to the next Business Day on which the Commission is open for business.

2. No Further Amendments. Except as expressly amended and restated hereby, the Agreement

is in all respects ratified and confirmed, and all the terms, conditions and provisions thereof shall remain in full force and effect. This Amendment is limited precisely as written and shall not be deemed to be an amendment to any other term or

condition of the Agreement or any of the documents referred to therein.

3. Effect of Amendment. Each party hereto shall be bound by the terms of this Amendment.

From and after the execution of this Amendment by the parties hereto, any reference to the Agreement shall be deemed a reference to the Agreement as amended and restated hereby.

4. Counterparts. This Amendment may be executed in two or more counterparts (including by

facsimile or other electronic means), all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each of the parties and delivered to the other party, it being understood that each

party need not sign the same counterpart.

5. Severability. Whenever possible, each provision or portion of any provision of this

Amendment shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision or portion of any provision of this Amendment is held to be invalid, illegal or unenforceable in any respect under any applicable

law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or portion of any provision in such jurisdiction, and this Amendment shall be reformed, construed and enforced in such

jurisdiction as if such invalid, illegal or unenforceable provision or portion of any provision had never been contained herein.

6. Governing Law. This Amendment and all disputes or controversies arising out of or

relating to this Amendment or the transactions contemplated hereby shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to the conflict of law principles thereof, except to the extent that

federal law applies.

7. Headings. The headings used in this Amendment are inserted for purposes of convenience

of reference only and shall not limit or define the meaning of any provisions of this Amendment.

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF,

the parties have caused this Amendment to be executed by their duly authorized officers as of the day and year first above written.

Pathfinder Bancorp, Inc.

By: /s/ James A. Dowd

James A. Dowd

President and Chief Executive Officer

Castle Creek Capital Partners VII, LP

By: Castle Creek Capital Partners VII LLC, its general partner

By: /s/ Tony Scavuzzo

Tony Scavuzzo

Principal

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