8-K

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): July 22, 2024

 

(Exact name of Registrant as specified in its charter)

Maryland	001-36695	38-3941859
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

214 West First Street, Oswego, NY 13126

(Address of Principal Executive Office) (Zip Code)

Registrant's telephone number, including area code: (315) 343-0057

Not Applicable

(Former name or former address, if changed since last report)

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 240.14a-12)
☐	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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 8.01 – Other Events

On July 22, 2024, Pathfinder Bancorp, Inc. (“the Company”) announced that Pathfinder Bank (“Pathfinder”), the wholly owned subsidiary of the Company, had completed the previously announced purchase and assumption of the East Syracuse, New York branch of Berkshire Bank, the banking subsidiary of Berkshire Hills Bancorp, Inc. In connection with the purchase, Pathfinder assumed approximately $186 million in deposit liabilities and acquired approximately $30 million in loans. The purchase was finalized following the close of business on July 19, 2024, and the branch was converted to a Pathfinder branch during the weekend of July 20-21, 2024. The acquired branch opened as a Pathfinder branch on the morning of July 22, 2024. Also on July 22, 2024, the Company published a press release announcing completion of the acquisition. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01 – Financial Statements and Exhibits

(a)	Not Applicable.
(b)	Not Applicable.
(c)	Not Applicable.
(d)	Exhibits.
	Exhibit No.	Description
	99.1	Press Release of Pathfinder Bank dated July 22, 2024

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:	July 22, 2024	By:	/s/ James A. Dowd
			James A. Dowd President and Chief Executive Officer

EX-99.1

EXHIBIT 99.1

FOR IMMEDIATE RELEASE:

Pathfinder Bancorp, Inc.

Contact: James A. Dowd

President and CEO

(315) 207-8002

jadowd@pathfinderbank.com

OSWEGO, New York (July 22, 2024) – Pathfinder Bancorp, Inc. (NASDAQ: PBHC), the holding company for Pathfinder Bank (“Pathfinder”), announced today that Pathfinder has completed the previously announced purchase and assumption of the East Syracuse, New York branch of Berkshire Bank, the banking subsidiary of Berkshire Hills Bancorp, Inc. In connection with the purchase, Pathfinder assumed approximately $186 million in deposit liabilities and acquired approximately $30 million in loans.

“We are very pleased to have completed this acquisition and the conversion of our new East Syracuse branch, and would like to extend a warm welcome to the East Syracuse customers and employees,” said James A. Dowd, President and Chief Executive Officer of Pathfinder Bancorp, Inc and Pathfinder Bank. “With only a few months from purchase agreement to conversion weekend, I want to acknowledge the planning, coordination, and hard work by many talented individuals throughout our organization, including the six employees at Berkshire’s office who are now officially part of the Pathfinder family. I’m extremely proud of their efforts.”

The conversion occurred over the weekend, and all designated customer accounts are now part of Pathfinder Bank. Beginning today, customers of the East Syracuse branch can enjoy the convenience of banking at 11 additional locations across Onondaga and Oswego counties.

“This acquisition aligns with our corporate strategy of enhancing shareholder value by expanding into attractive markets such as East Syracuse. We are excited to expand our presence and strengthen our ties to the people and businesses of the Central New York region. Our commitment to being relationship-driven, local, and community-focused remains at the heart of who we are.”

Kim Ciarpelli will continue to lead the East Syracuse office, along with the other five staff members, ensuring a seamless transition and continuity of the personal, community-centered service that customers expect.

Pathfinder Bank has a long-standing reputation for community involvement and personalized banking experiences. For more information about the acquisition and Pathfinder Bank's services, please visit pathfinderbank.com.

Pathfinder Bancorp was advised by Janney Montgomery Scott LLC, and Troutman Pepper Hamilton Sanders LLP served as legal counsel in connection with the transaction.

About Pathfinder Bancorp, Inc.

Pathfinder Bancorp, Inc. (NASDAQ: PBHC), a Maryland corporation headquartered in Oswego, New York, is the parent company for Pathfinder Bank. Pathfinder Bank is a $1.45 billion commercial bank chartered by the New York State Department of Financial Services. Pathfinder was founded in 1859 and currently operates 12 full-service offices located in its market areas consisting of Oswego and Onondaga Counties and one limited purpose office in Oneida County. Pathfinder is focused on serving the needs of businesses and community members with high quality products and unsurpassed service. More information about Pathfinder Bancorp, Inc. can be accessed online at www.Pathfinderbank.com. Member FDIC.

Forward-Looking Statement

Certain statements contained herein are “forward looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements are generally identified by use of the words "believe," "expect," "intend," "anticipate," "estimate," or similar expressions, or future or conditional verbs, such as “will,” “would,” “should,” “could,” or “may,” and may include statements regarding the branch acquisition, the financial impacts thereof, and Pathfinder’s corporate strategy. These forward-looking statements are based on current beliefs and expectations of Pathfinder’s management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond Pathfinder’s control. In addition, these forward-looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change. Actual results may differ materially from those set forth in or implied by the forward-looking statements as a result of numerous factors. For a discussion of such factors, please see Pathfinder's most recent reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission and available on the SEC's website at www.sec.gov. You should not place undue reliance on forward-looking statements, which reflect our expectations only as of the date of this document. Pathfinder does not undertake any obligation to update forward-looking statements.

XML

Document and Entity Information	Jul. 22, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jul. 22, 2024
Entity Registrant Name	PATHFINDER BANCORP, INC.
Entity Central Index Key	0001609065
Entity Emerging Growth Company	false
Entity File Number	001-36695
Entity Incorporation State Country Code	MD
Entity Tax Identification Number	38-3941859
Entity Address, Address Line One	214 West First Street
Entity Address City Or Town	Oswego
Entity Address State Or Province	NY
Entity Address Postal Zip Code	13126
City Area Code	315
Local Phone Number	343-0057
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security12b Title	Common Stock, $0.01 par value
Trading Symbol	PBHC
Security Exchange Name	NASDAQ