Pathfinder Bancorp Inc 2024年度报告

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during thepreceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of RegulationS-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or emerginggrowth company. See definition of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of theExchange Act. Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control overfinancial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its auditreport.☐ 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 revisedfinancial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflectthe correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any ofthe registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☐No☒ The aggregate market value of the voting and non-voting common equity held by non-affiliates of the Registrant, computed by reference to the last sale price onJune 30, 2024, as reported by the NASDAQ Capital Market ($13.19), was approximately $67.5million. Asof March 24, 2025, there were4,763,707sharesoutstanding of the Registrant’s voting common stock and1,380,283shares of the Registrant’s Series Anonvoting common stock. DOCUMENTS INCORPORATED BY REFERENCE: Proxy Statement for the 2025 Annual Meeting of Shareholders of the Registrant (Part III). TABLE OF CONTENTS FORM 10-K ANNUAL REPORTFOR THE YEAR ENDEDDECEMBER 31, 2024PATHFINDER BANCORP, INC. PART I Item 1.BusinessItem 1A.Risk FactorsItem 1B.Unresolved Staff CommentsItem 1C.CybersecurityItem 2.PropertiesItem 3.Legal ProceedingsItem 4.Mine Safety Disclosure PART II Item 5.Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities26Item 6.Reserved26Item 7.Management's Discussion and Analysis of Financial Condition and Results of Operations27Item 7A.Quantitative and Qualitative Disclosures About Market Risk53Item 8.Financial Statements and Supplementary Data54Item 9.Changes In and Disagreements With Accountants on Accounting and Financial Disclosure119Item 9AControls and Procedures119Item 9B.Other Information119Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections119 PART III Item 10.Directors, Executive Officers and Corporate Governance119Item 11.Executive Compensation120Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters120Item 13.Certain Relationships and Related Transactions, and Director Independence120Item 14.Principal Accounting Fees and Services120 PART IVItem 15. Exhibits and Financial Statement Schedules121Item 16.Form 10-K Summary123 PARTI FORWARD-LOOKING STATEMENTS This report includes forward-looking statements within the meaning of Sections 27A of the Securities Act of 1933, as amended,and 21E of the Securities Exchange Act of 1934, as amended, that involve inherent risks and uncertainties. These forward-lookingstatements concern the financial condition, results of operations, plans, objectives, future performance and business of PathfinderBancorp, Inc. and its subsidiary, including statements preceded by, followed by or that include words or phrases such as “believes,”“expects,” “anticipates,” “plans,” “trend,” “objective,” “continue,” “remain,” “pattern” or similar expressions or f