UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
☒
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2025
OR
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______ to _______
(Exact Name of Company as Specified in its Charter)
Maryland
(State of Other Jurisdiction of Incorporation)
001-36695
(Commission File No.)
38-3941859
(I.R.S. Employer Identification No.)
214 West First Street
Oswego, NY 13126
(315) 343-0057
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 past 90 days. Yes ☒ NO ☐
Indicate by check mark whether the registrant has submitted electronically Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-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 an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐
Accelerated filer ☐
Non-accelerated filer ☒
Smaller reporting company ☒
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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES ☐ NO ☒
As of November 11, 2025, there were 4,794,225 shares outstanding of the registrant’s Voting common stock and 1,380,283 shares outstanding of the registrant’s Series A Non-Voting common stock.
Table of Contents
PATHFINDER BANCORP, INC.
INDEX
PART I - FINANCIAL INFORMATION
PAGE NO.
Item 1.
Consolidated Financial Statements (Unaudited)
3
Consolidated Statements of Condition
Consolidated Statements of Income
4
Consolidated Statements of Comprehensive Income (Loss)
5
Consolidated Statements of Changes in Shareholders' Equity
6
Consolidated Statements of Cash Flows
8
Notes to Consolidated Financial Statements
9
Item 2.
Management's Discussion and Analysis of Financial Condition and Results of Operations (Unaudited)
47
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
67
Item 4.
Controls and Procedures
PART II - OTHER INFORMATION
Legal Proceedings
69
Item 1A.
Risk Factor
Unregistered Sales of Equity Securities and Use of Proceeds
Defaults upon Senior Securities
Mine Safety Disclosures
Item 5.
Other information
Item 6.
Exhibits
70
SIGNATURES
(Unaudited)
September 30,
December 31,
(In thousands, except share and per share data)
2025
2024
ASSETS:
Cash and due from banks
$
19,317
13,963
Interest-earning deposits
21,255
17,609
Total cash and cash equivalents
40,572
31,572
Available-for-sale securities, at fair value
294,457
269,331
Held-to-maturity securities, at amortized cost (fair value of $137,001 and $151,023, respectively)
142,538
158,683
Marketable equity securities, at fair value
5,352
4,076
Federal Home Loan Bank stock, at cost
3,488
4,590
Loans, net of deferred fees
898,520
918,986
Less: Allowance for credit losses
18,654
17,243
Loans receivable, net
879,866
901,743
Premises and equipment, net
18,760
19,009
Operating lease right-of-use assets
1,124
1,391
Finance lease right-of-use assets
16,082
16,676
Accrued interest receivable
6,498
6,881
Foreclosed real estate
137
-
Intangible assets, net
5,518
5,989
Goodwill
5,056
Bank owned life insurance
31,145
24,727
Other assets
21,675
25,150
Total assets
1,472,268
1,474,874
LIABILITIES AND SHAREHOLDERS' EQUITY:
Deposits:
Interest-bearing
1,028,782
990,805
Noninterest-bearing
196,299
213,719
Total deposits
1,225,081
1,204,524
Short-term borrowings
38,000
61,000
Long-term borrowings
18,702
27,068
Subordinated debt
30,258
30,107
Accrued interest payable
1,134
546
Operating lease liabilities
1,326
1,591
Finance lease liabilities
16,479
16,745
Other liabilities
14,949
11,810
Total liabilities
1,345,929
1,353,391
Shareholders' equity:
Voting common stock, par value $0.01; 25,000,000 authorized shares; 4,794,225 and 4,745,366 shares issued and outstanding, respectively
48
Non-Voting common stock, par value $0.01; 1,505,283 authorized shares; 1,380,283 shares issued and outstanding, respectively
14
Additional paid in capital
53,974
52,750
Retained earnings
79,560
77,816
Accumulated other comprehensive loss
(7,257
)
(9,144
Total Pathfinder Bancorp, Inc. shareholders' equity
126,339
121,483
Total liabilities and shareholders' equity
The accompanying notes are an integral part of the consolidated financial statements.
- 3 -
For the three months ended
For the nine months ended
(In thousands, except per share data)
September 30, 2025
September 30, 2024
Interest and dividend income:
Loans, including fees
13,799
14,425
40,577
39,182
Debt securities:
Taxable
5,307
5,664
16,014
17,007
Tax-exempt
455
469
1,322
1,475
Dividends
44
149
158
456
Federal funds sold and interest earning deposits
131
492
288
711
Total interest and dividend income
19,736
21,199
58,359
58,831
Interest expense:
Interest on deposits
6,957
7,633
21,220
22,670
Interest on short-term borrowings
566
1,136
1,606
3,476
Interest on long-term borrowings
127
202
264
597
Interest on subordinated debt
486
496
1,444
1,476
Total interest expense
8,136
9,467
24,534
28,219
Net interest income
11,600
11,732
33,825
30,612
Provision for (benefit from) credit losses:
Loans
3,341
9,104
5,018
10,118
Held-to-maturity securities
(31
(90
Unfunded commitments
153
(104
125
(43
Total provision for credit losses
3,494
8,969
5,148
9,985
Net interest income after provision for credit losses
8,106
2,763
28,677
20,627
Noninterest income:
Service charges on deposit accounts
404
392
1,158
1,031
Earnings and gain on bank owned life insurance
286
361
604
685
Loan servicing fees
113
79
311
279
Net realized losses on sales and redemptions of investment securities
(12
(188
(20
(320
Net unrealized gains on marketable equity securities
145
62
783
31
Gains on sales of loans and foreclosed real estate
121
90
269
148
Fair value adjustment to loans held-for-sale 1
(3,064
Loss on sale of premises and equipment
(13
Debit card interchange fees
217
300
398
610
Insurance agency revenue 2
367
1,024
Other charges, commissions & fees
229
257
743
1,180
Total noninterest income
1,503
1,707
1,182
4,655
Noninterest expense:
Salaries and employee benefits
5,005
4,959
13,980
13,687
Building and occupancy
1,399
3,976
2,864
Data processing
641
672
1,974
1,750
Professional and other services
709
1,820
2,093
3,078
Advertising
86
165
304
386
FDIC assessments
171
228
400
Audits and exams
132
123
306
416
Amortization expense
156
129
470
Insurance agency expense 2
308
825
Community service activities
10
20
49
111
Foreclosed real estate expenses
26
27
76
82
Other expenses
602
674
1,803
1,852
Total noninterest expense
8,937
10,259
25,431
25,873
Income (loss) before provision for income taxes
(5,789
4,428
(591
Provision for (benefit from) income taxes
46
(1,173
797
(160
Net income (loss) attributable to noncontrolling interest and Pathfinder Bancorp, Inc.
626
(4,616
3,631
(431
Net income attributable to noncontrolling interest
28
93
Net income (loss) attributable to Pathfinder Bancorp Inc.
(4,644
(524
Voting Earnings per common share - basic
0.10
(0.75
0.58
(0.09
Voting Earnings per common share - diluted
0.57
Series A Non-Voting Earnings per common share- basic
Series A Non-Voting Earnings per common share- diluted
Dividends per common share (Voting and Series A Non-Voting)
0.30
1 Lower-of-cost-or-market (LOCOM) adjustment on loans held-for-sale to the estimated market value based on sale negotiation terms.
2 See Item 2: Management's Discussion and Analysis of Financial Condition and Results of Operations
- 4 -
Pathfinder Bancorp, Inc.
(In thousands)
Net income (loss)
Other Comprehensive Income
Retirement Plans:
Retirement plan net gains recognized in plan expenses
35
37
102
110
Net unrealized gain on retirement plans
Unrealized holding gains on available-for-sale securities:
Unrealized holding gains arising during the period
2,216
2,847
2,692
3,087
Reclassification adjustment for net gains included in net income
139
Net unrealized gains on available-for-sale securities
2,697
3,226
Derivatives and hedging activities:
Unrealized holding (losses) gains arising during the period
(82
(245
575
Net unrealized (losses) gains on derivatives and hedging activities
Other comprehensive income, before tax
2,169
2,802
2,554
3,911
Tax effect
(568
(732
(667
(1,022
Other comprehensive income, net of tax
1,601
2,070
1,887
2,889
Comprehensive income (loss)
2,227
(2,546
2,458
Comprehensive income, attributable to noncontrolling interest
Comprehensive income (loss) attributable to Pathfinder Bancorp, Inc.
(2,574
2,365
Tax Effect Allocated to Each Component of Other Comprehensive (Income) Loss
(10
(27
(28
Unrealized holding gains on available-for-sale securities arising during the period
(579
(744
(703
(807
Reclassification adjustment for net losses on available-for-sale securities included in net income
(1
(37
Unrealized losses (gains) on derivatives and hedging arising during the period
21
22
64
(150
Income tax effect related to other comprehensive income
- 5 -
Three months ended September 30, 2025 and September 30, 2024
Common Stock
Non-Voting Common Stock
Additional Paid in Capital
Retained Earnings
Accumulated Other Comprehensive Loss
Unearned ESOP shares
Non-controlling Interest
Total
Balance, June 30, 2025
53,645
79,564
(8,858
124,413
Net income
Stock options exercised
329
Voting common stock dividends declared ($0.10 per share)
(479
Non-Voting common stock dividends declared ($0.10 per share)
(138
Warrant dividends declared ($0.10 per share)
Balance, September 30, 2025
Balance, June 30, 2024
53,182
78,936
(8,786
(45
826
124,174
Net (loss) income
ESOP shares earned (6,111 shares)
45
94
(472
Balance, September 30, 2024
53,231
73,670
(6,716
854
121,100
- 6 -
Nine months ended September 30, 2025 and September 30, 2024
Balance, January 1, 2025
1
1,224
1,225
Voting common stock dividends declared ($0.30 per share)
(1,435
Non-Voting common stock dividends declared ($0.30 per share)
(414
Warrant dividends declared ($0.30 per share)
(38
Balance, January 1, 2024
53,114
76,060
(9,605
(135
761
120,256
ESOP shares earned (18,332 shares)
112
135
247
(1,414
- 7 -
For the nine months ended September 30,
OPERATING ACTIVITIES
Net income (loss) attributable to Pathfinder Bancorp, Inc.
Adjustments to reconcile net income to net cash flows from operating activities:
Provision for credit losses
Proceeds from sales of loans held-for-sale
9,243
4,519
Originations of loans held-for-sale
(8,974
(4,410
Realized (gains) losses on sales, redemptions and calls of:
(39
(269
(109
Available-for-sale investment securities
Held-to-maturity investment securities
15
181
Marketable securities
(783
Depreciation
1,236
1,049
Amortization of mortgage servicing rights
Amortization of deferred loan fees and costs
32
71
Amortization of operating and finance leases, net
330
(341
Amortization of deferred financing fees from subordinated debt
151
143
Earnings on bank owned life insurance
(604
83
Net amortization of premiums and discounts on investment securities
(65
(133
Net amortization of premiums on intangible assets
430
115
Stock based compensation and ESOP expense
695
Net change in accrued interest receivable
383
480
Net change in other assets and liabilities
(1,596
2,470
Net cash inflows from operating activities
9,008
13,864
INVESTING ACTIVITIES
Purchase of available-for-sale securities
(57,842
(71,015
Purchase of held-to-maturity securities
(16,858
(10,573
Purchase of marketable securities
(493
(635
Purchase of Federal Home Loan Bank stock
(9,758
(9,477
Proceeds from redemption of Federal Home Loan Bank stock
10,860
12,824
Proceeds from maturities and principal reductions of available-for-sale securities
33,326
58,749
Proceeds from maturities and principal reductions of held-to-maturity securities
25,433
24,678
Proceeds from sales, redemptions and calls of:
Available-for-sale securities
4,389
3,449
7,385
3,823
Loans held-for-sale
3,161
Real estate acquired through foreclosure
167
Net change in loans
13,536
(33,300
Acquisition of core deposit intangible asset
(6,271
Proceeds from sale of assets held-for-sale
3,007
Purchase of premises and equipment
(987
(1,621
Net cash inflows (outflows) from investing activities
12,152
(26,195
FINANCING ACTIVITIES
Net change in demand deposits, NOW accounts, savings accounts, money management deposit accounts, MMDA accounts and escrow deposits
44,510
94,078
Net change in time deposits
(9,620
95,175
Net change in brokered deposits
(14,333
(113,107
Net change in short-term borrowings
(23,000
(65,365
Payments on long-term borrowings
(19,255
(20,850
Proceeds from long-term borrowings
10,889
10,700
Proceeds from exercise of stock options
530
Cash dividends paid to common voting shareholders
(1,429
(1,367
Cash dividends paid to common non-voting shareholders
Cash dividends paid on warrants
(25
Change in noncontrolling interest, net
Net cash outflows from financing activities
(12,160
(1,077
Change in cash and cash equivalents
9,000
(13,408
Cash and cash equivalents at beginning of period
48,732
Cash and cash equivalents at end of period
35,324
CASH PAID DURING THE PERIOD FOR:
Interest
23,946
30,228
Income taxes
500
600
- 8 -
Notes to Consolidated Financial Statements (Unaudited)
The accompanying unaudited consolidated financial statements of Pathfinder Bancorp, Inc., (the “Company”), Pathfinder Bank (the “Bank”) and its other wholly owned subsidiaries have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information, the instructions for Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes necessary for a complete presentation of consolidated financial condition, results of operations and cash flows in conformity with generally accepted accounting principles. In the opinion of management, all adjustments, consisting of normal recurring accruals considered necessary for a fair presentation, have been included. Certain amounts in the 2024 consolidated financial statements may have been reclassified to conform to the current period presentation. These reclassifications had no effect on net income or comprehensive income as previously reported. Operating results for the three and nine months ended September 30, 2025 are not necessarily indicative of the results that may be expected for the full year ending December 31, 2025 or any other interim period.
The Company's consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States and follow practices within the banking industry. Application of these principles requires management to make estimates, assumptions, and judgments that affect the amounts reported in the consolidated financial statements and accompanying notes. These estimates, assumptions, and judgments are based on information available as of the date of the consolidated financial statements; accordingly, as this information changes, the consolidated financial statements could reflect different estimates, assumptions, and judgments. Certain accounting policies inherently have a greater reliance on the use of estimates, assumptions, and judgments and as such, have a greater possibility of producing results that could be materially different than originally reported. Estimates, assumptions, and judgments are necessary when assets and liabilities are required to be recorded at fair value or when an asset or liability needs to be recorded contingent upon a future event. Carrying assets and liabilities at fair value inherently results in more financial statement volatility. The fair values and information used to record valuation adjustments for certain assets and liabilities are based on quoted market prices or are provided by unaffiliated third-party sources, when available. When third party information is not available, valuation adjustments are estimated in good faith by management.
- 9 -
The Financial Accounting Standards Board (“FASB”) and, to a lesser extent, other authoritative rulemaking bodies promulgate generally accepted accounting principles (“GAAP”) to regulate the standards of accounting in the United States. From time to time, the FASB issues new GAAP standards, known as Accounting Standards Updates (“ASUs”) some of which, upon adoption, may have the potential to change the way in which the Company recognizes or reports within its consolidated financial statements. The following table provides a description of the accounting standards that are not currently effective, but could have an impact on the Company's consolidated financial statements upon adoption.
Standards Not Yet Adopted as of September 30, 2025
Standard
Description
Required Date of Implementation
Effect on Consolidated Financial Statements
Income Statement ASU 2024-03 (Subtopic 220-40): Disaggregation of Income Statement Expenses
ASU 2024-03 was issued to address requests from investors for more detailed information about the types of expenses in commonly presented income statement captions. The ASU requires new financial statement disclosures, disaggregating certain expense categories, such as compensation, depreciation, and amortization of intangible assets. This disaggregation is to be presented in a tabular format and aims to provide enhanced transparency into the relevant components of income statement expenses.
Fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027.
Management is evaluating the adoption of the ASU but does not expect it will have a material impact to the Company's consolidated financial statements.
- 10 -
Following shareholder approval received on June 4, 2021, the Company converted 1,380,283 shares of its Series B Convertible Perpetual Preferred Stock ("Convertible Perpetual Preferred Stock") to an equal number of shares of its newly-created Series A Non-Voting Common Stock. The conversion, which was effective on June 28, 2021, represented 100% of the Company's Convertible Perpetual Preferred Stock outstanding at the time of the conversion and retired the Convertible Perpetual Preferred Stock in perpetuity.
The Company has voting common stock, non-voting common stock and a warrant that are all eligible to participate in dividends equal to the voting common stock dividends on a per share basis. Securities that participate in dividends, such as the Company’s non-voting common stock and warrant, are considered “participating securities”. The Company calculates net income available to voting common shareholders using the two-class method required for capital structures that include participating securities.
In applying the two-class method, basic net income per share was calculated by dividing net income (less any dividends on participating securities) by the weighted average number of shares of voting common stock and participating securities outstanding for the period. Diluted earnings per share may include the additional effect of other securities, if dilutive, in which case the dilutive effect of such securities is calculated by applying either the two-class method or the Treasury Stock method to the assumed exercise or vesting of potentially dilutive common shares. The method yielding the more dilutive result is ultimately reported for the applicable period. Potentially dilutive common stock equivalents primarily consist of employee stock options and restricted stock units. Unallocated common shares held by the ESOP are not included in the weighted average number of common shares outstanding for purposes of calculating earnings per common share until they are committed to be released to plan participants.
Anti-dilutive shares are common stock equivalents with average exercise prices in excess of the weighted average market price for the period presented. There were no anti-dilutive stock options excised for the three and nine months ended September 30, 2025, and September 30, 2024, respectively.
The following table sets forth the calculation of basic and diluted earnings per share:
Three months ended September 30,
Nine months ended September 30,
Series A Non-Voting Common Stock dividends
138
414
Warrant dividends
13
12
38
Undistributed (losses) earnings allocated to participating securities
(1,275
418
Net income (loss) available to common shareholders - Voting
476
(3,519
2,761
(397
Voting Common Stock dividends
479
472
1,435
1,414
(3
(4,097
1,360
(1,859
Net income (loss) available to common shareholders - Non-Voting
(1,031
798
(117
Basic weighted average common shares outstanding - Voting
4,790
4,714
4,769
4,708
Basic weighted average common shares outstanding - Series A Non-Voting
1,380
Diluted weighted average common shares outstanding - Voting
4,842
4,821
Diluted weighted average common shares outstanding - Series A Non-Voting
Basic earnings per common share - Voting
Basic earnings per common share - Series A Non-Voting
Diluted earnings per common share - Voting 1
Diluted earnings per common share - Series A Non-Voting 1
1 Diluted earnings per share for the first quarter of 2025 has been revised to $0.47, from the $0.41 reported previously.
- 11 -
Note 4: Investment Securities
The amortized cost and estimated fair value of investment securities are summarized as follows:
Amortized Cost
Gross Unrealized Gains
Gross Unrealized Losses
Estimated Fair Value
Available-for-Sale Portfolio
Debt investment securities:
US Treasury, agencies and GSEs
68,852
382
(3,008
66,226
State and political subdivisions
35,577
19
(2,649
32,947
Corporate
9,544
(162
9,547
Asset backed securities
22,794
(116
22,727
Residential mortgage-backed - US agency
52,516
423
(1,136
51,803
Collateralized mortgage obligations - US agency
19,783
290
(722
19,351
Collateralized mortgage obligations - Private label
92,707
(1,526
91,650
301,773
1,797
(9,319
294,251
Equity investment securities:
Common stock - financial services industry
206
Total available-for-sale
301,979
Held-to-Maturity Portfolio
3,570
(189
3,381
14,614
23
(1,332
13,305
34,285
(1,667
32,631
15,580
16
(537
15,059
8,147
36
(477
7,706
10,268
(971
9,300
56,336
216
(933
55,619
142,800
307
(6,106
137,001
262
Total held-to-maturity, net of allowance for credit losses
- 12 -
December 31, 2024
73,888
371
(3,834
70,425
35,128
122
(1,928
33,322
10,956
209
(284
10,881
18,934
(473
18,487
40,636
(1,500
39,171
14,376
(891
13,530
85,426
(2,275
83,309
279,344
966
(11,185
269,125
279,550
3,648
(282
3,366
17,153
(1,833
15,330
43,628
(1,740
41,911
13,050
(557
12,501
9,575
(728
8,879
11,940
(1,223
10,720
59,946
40
(1,670
58,316
158,940
116
(8,033
151,023
The amortized cost and estimated fair value of debt investments at September 30, 2025 by contractual maturity are shown below. Expected maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without penalties. Amounts disclosed are gross values and do not include any allowance for credit losses.
Available-for-Sale
Held-to-Maturity
Due in one year or less
6,011
6,154
1,145
Due after one year through five years
36,676
34,126
35,665
34,680
Due after five years through ten years
14,984
14,285
14,328
12,412
Due after ten years
79,096
76,882
16,911
16,139
Sub-total
136,767
131,447
68,049
64,376
Totals
- 13 -
The Company’s investment securities’ gross unrealized losses and fair value, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position, are as follows:
Less than Twelve Months
Twelve Months or More
Number of Individual Securities
Unrealized Losses
Fair Value
(427
17,421
(2,581
26,806
44,227
30,777
3,315
2
(11
4,007
7
(105
6,828
10,835
7,720
11
(974
17,011
24,731
(2
1,715
(720
6,348
8,063
(78
19,719
18
(1,448
19,771
29
39,490
(680
50,582
(8,639
110,856
101
161,438
3,382
298
(1,331
11,229
11,527
1,000
24
(1,666
20,908
25
21,908
7,074
6,502
8,861
(906
18,632
26,695
(29
9,361
74
(6,077
76,588
81
85,949
(132
18,790
(3,702
26,748
45,538
900
(1,925
25,211
26,111
3,410
(328
3,608
(145
8,343
11,951
(794
29,628
(706
6,107
35,735
(15
1,937
(876
6,972
8,909
15,561
(2,232
23,309
38,870
34
(1,315
70,424
80
(9,870
100,100
114
170,524
US Treasury, agencies and GSE's
(5
1,438
(1,828
12,561
13,999
(7
993
(1,733
28,603
29,596
2,241
(552
6,862
9,103
(115
2,808
(613
4,866
7,674
10,121
(55
8,644
(1,615
34,539
43,183
(187
16,124
100
(7,846
100,918
117,042
- 14 -
Excluding the effects of changes in the characteristics of individual debt securities that potentially give rise to credit losses, as described below, the fair market value of a debt security as of a particular measurement date is highly dependent upon prevailing market and economic environmental factors at the measurement date relative to the prevailing market and economic environmental factors present at the time the debt security was acquired. The most significant market and environmental factors include, but are not limited to (1) the general level of interest rates, (2) the relationship between shorter-term interest rates and longer-term interest rates (referred to as the “slope” or "shape" of the interest rate yield curve), (3) general bond market liquidity, (4) the recent and expected near-term volume of new issuances of similar debt securities, and (5) changes in the market values of individual loan collateral underlying mortgage-backed an asset-backed debt securities. Changes in interest rates affect the fair market values of debt securities by influencing the discount rate applied to the securities’ future expected cash flows. The higher the discount rate, the lower the resultant security fair value at the measurement date. Conversely, the lower the discount rate, the higher the resultant security fair value at the measurement date. In addition, the cumulative amount and timing of undiscounted cash flows of debt securities may also be affected by changes in interest rates. For any given level of movement in the general market and economic environmental factors described above, the magnitude of any particular debt security’s price changes will also depend heavily upon security-specific factors such as (1) the duration of the security, (2) imbedded optionality contractually granted to the issuer of the security with respect to principal prepayments, and (3) changes in the level of market premiums demanded by investors for securities with imbedded credit risk (where applicable).
When the fair value of any individual security categorized as available-for-sale ("AFS") or held-to-maturity ("HTM") is less than its amortized cost basis, an assessment is made as to whether or not a charge to current earnings for credit losses is required. In assessing potential credit losses, management also makes a quantitative determination of potential credit losses for all HTM securities even if the risk of credit loss is considered remote and uses a best estimate threshold for securities categorized as AFS. The Company considers numerous factors when determining whether a potential credit loss exists. The principal factors considered are (1) the financial condition of the issue and (guarantor, if any) any adverse conditions specifically related to the security, industry or geographic area, (2) failure of the issuer of the security to make scheduled interest or principal payments, (3) any changes to the rating of the security by a nationally recognized statistical rating organization (“NRSRO”), and (4) the presence of contractual credit enhancements, if any, including the guarantee of the federal government or any of its agencies.
The Company carries all of its AFS investments at fair value with any unrealized gains or losses reported, net of income tax effects, as an adjustment to shareholders' equity and included in accumulated other comprehensive income (loss), except for the credit-related portion of debt securities’ credit losses, if any, which are charged to earnings. The Company's ability to fully realize the value of its investments in various securities, including corporate debt securities, is dependent on the underlying creditworthiness of the issuing organization. In evaluating the debt securities portfolio (both AFS and HTM) for credit losses, management considers (1) if we intend to sell the security; (2) if it is “more likely than not” we will be required to sell the security before recovery of its amortized cost basis; or (3) if the present value of expected cash flows is insufficient to recover the entire amortized cost basis.
The portion of the investment securities portfolio, categorized as AFS, with an aggregate amortized historical cost of $301.8 million, had an aggregate fair value that was less than its aggregate amortized historical cost by $7.5 million, decreasing 2.5%, at September 30, 2025. The AFS securities portfolio, with an aggregate amortized historical cost of $279.6 million, had an aggregate fair value that was less than its aggregate amortized historical cost by $10.2 million, or a decrease of 3.7%, at December 31, 2024. The resultant $2.7 million total improvement in the fair value of the AFS investment portfolio's aggregate fair value, relative to its aggregate amortized historical cost, in the nine months ended September 30, 2025, was primarily due to changes in the interest rate environment (the general interest rate level and the relationships between shorter-term and longer-term interest rates, known as the "yield curve") that occurred in that period. These changes in aggregate fair value relative to aggregate amortized historical cost that occurred in the nine months ended September 30, 2025 did not represent any changes in credit loss estimations within the portfolio.
The portion of the investment securities portfolio, categorized as HTM, with an aggregate amortized historical cost of $142.8 million, had an aggregate fair value that was less than its aggregate amortized historical cost by $5.8 million, decreasing 4.1%, at September 30, 2025. The portion of the investment securities portfolio, categorized as HTM, with an aggregate
- 15 -
amortized historical cost of $158.9 million, had an aggregate fair value that was less than its aggregate amortized historical cost by $7.9 million, or a decrease of 5.0%, at December 31, 2024. The resultant $2.1 million improvement in the aggregate fair value of the HTM investment portfolio, relative to its aggregate amortized historical cost, during the nine months ended September 30, 2025, was primarily due to changes in the interest rate environment (the general interest rate level and the relationships between shorter-term and longer-term interest rates, known as the "yield curve") that occurred in that period. These changes in aggregate fair value relative to aggregate amortized historical cost that occurred in the nine months ended September 30, 2025 did not represent any changes in credit loss estimations within the portfolio. The Company does not intend to sell these securities, nor is it more likely than not that the Company will be required to sell these securities prior to the recovery of the amortized cost.
The following tables represent a rollforward of the allowance for credit losses on investment securities classified as held-to-maturity for the three months ended September 30, 2025 and 2024:
Government Issued and Government Sponsored Enterprise Securities
Mortgage and Asset-backed Securities
Securities Issued By State and Political Subdivisions
Corporate Securities
261
Allowance on purchased financial assets with credit deterioration
Charge-offs of securities
Recoveries
292
293
The following tables represent a rollforward of the allowance for credit losses on investment securities classified as held-to-maturity for the nine months ended September 30, 2025 and 2024:
Balance, December 31, 2024
256
Provision (credit) for credit losses
- 16 -
Balance, December 31, 2023
350
352
(89
The Company monitors the credit quality of the debt securities categorized as HTM primarily through the use of NRSRO credit ratings. These assessments are made on a quarterly basis. The following tables summarize the amortized cost of debt securities categorized as HTM at September 30, 2025 and December 31, 2024, aggregated by credit quality indicators:
AAA or equivalent
37,193
38,304
AA or equivalent, including securities issued by the United States Government or Government Sponsored Enterprises
34,888
40,429
A or equivalent
8,598
12,602
BBB or equivalent
10,003
15,265
BB or equivalent
1,489
1,487
Unrated
50,629
50,853
Gross realized (losses) gains on sales and redemptions of available-for-sale and held-to-maturity securities for the indicated periods are detailed below:
For the three months ended September 30,
Realized gains on investments
750
Realized losses on investments
(1,070
As of September 30, 2025 and December 31, 2024, securities with a fair value of $133.9 million and $119.8 million, respectively, were pledged to collateralize certain municipal deposit relationships. As of the same dates, securities with a fair value of $126.3 million and $123.2 million, respectively, were pledged against certain borrowing arrangements.
Management has reviewed its loan and mortgage-backed securities portfolios and determined that, to the best of its knowledge, only minimal exposure exists to sub-prime or other high-risk residential mortgages. With limited exceptions in the Company’s investment portfolio involving the most senior tranches of securitized bonds, the Company is not in the practice of investing in, or originating, these types of investment securities.
Note 5: Pension and Postretirement Benefits
The Company has a noncontributory defined benefit pension plan covering most employees. The plan provides defined benefits based on years of service and final average salary. On May 14, 2012, the Company informed its employees of its decision to freeze participation and benefit accruals under the plan, primarily to reduce some of the volatility in earnings that can accompany the maintenance of a defined benefit plan. The plan was frozen on June 30, 2012. Compensation
- 17 -
earned by employees up to June 30, 2012 is used for purposes of calculating benefits under the plan but there are no future benefit accruals after this date. Participants as of June 30, 2012 will continue to earn vesting credit with respect to their frozen accrued benefits as they continue to work. In addition, the Company provides certain health and life insurance benefits for a limited number of eligible retired employees. The healthcare plan is contributory with participants’ contributions adjusted annually; the life insurance plan is noncontributory. Employees with less than 14 years of service as of January 1, 1995, are not eligible for the health and life insurance retirement benefits.
The composition of net periodic pension plan and postretirement plan costs for the indicated periods is as follows:
Pension Benefits
Postretirement Benefits
Service cost
Interest cost
431
417
Expected return on plan assets
(255
(253
(767
(760
Amortization of prior service credits
(4
Amortization of net losses/(gains)
39
107
Net periodic benefit plan (benefit) cost
(76
(75
(229
(227
The Company will evaluate the need for further contributions to the defined benefit pension plan during 2025. The prepaid pension asset of $8.3 million and $7.9 million as of September 30, 2025 and December 31, 2024 respectively, is recorded in other assets on the consolidated statements of condition.
Note 6: Loans
Major classifications of loans at the indicated dates are as follows:
Residential mortgage loans:
1-4 family first-lien residential mortgages
238,975
251,373
Construction
1,406
4,864
Total residential mortgage loans
240,381
256,237
Commercial loans:
Real estate
371,683
377,619
Lines of credit
79,021
67,602
Other commercial and industrial
86,687
89,800
Paycheck Protection Program loans
Tax exempt loans
6,229
4,544
Total commercial loans
543,694
539,678
Consumer loans:
Home equity and junior liens
50,106
51,948
Other consumer
65,694
72,710
Total consumer loans
115,800
124,658
Subtotal loans
899,875
920,573
Net deferred loan fees
(1,355
(1,587
Less allowance for credit losses
Although the Bank may sometimes purchase or fund loan participation interests outside of its primary market areas, the Bank generally originates residential mortgage, commercial, and consumer loans largely to customers throughout Oswego and Onondaga counties. Although the Bank has a diversified loan portfolio, a substantial portion of its borrowers’ abilities to honor their loan contracts is dependent upon the counties’ employment and economic conditions.
- 18 -
Periodically, the Bank acquires diversified pools of loans, originated by unrelated third parties, as part of the Company’s overall balance sheet management strategies. These acquisitions took place with nine separate transactions, that occurred between 2017 and 2019, with an additional six transactions occurring in 2021, and one transaction in 2024. The following tables detail the purchased loan pool positions held by the Bank at September 30, 2025 and December 31, 2024 (the month/year of the earliest acquisition date is depicted in parentheses):
(In thousands, except number of loans)
Original Balance
Current Balance
Unamortized Premium/ (Discount)
Number of Loans
Maturity Range (in years)
Cumulative net charge-offs
Commercial and industrial loans (6/2019)
6,800
800
1-4
Home equity lines of credit (8/2019)
21,900
3,000
3-24
103
Residential real estate loans (12/2019)
4,300
4,000
270
53
15-24
Unsecured consumer loan pool 1 (12/2019)
5,400
200
0-2
Unsecured consumer installment loans pool 3 (12/2019)
10,300
43
0-8
Secured consumer installment loans pool 4 (12/2020)
14,500
8,400
(1,148
20-24
Unsecured consumer loans pool 5 (1/2021) 1
24,400
11,200
(313
563
5-20
1,335
Revolving commercial line of credit 1 (3/2021)
3,800
0-1
Secured consumer installment loans (11/2021)
21,300
15,400
(2,426
780
16-24
542
Unsecured consumer loans pool 6 (11/2021) 1
22,200
13,900
(1,926
493
5-23
1,520
Revolving commercial line of credit 1 (7/2024)
1,050
14,000
143,750
74,781
(5,518
2,516
3,612
1,200
1-5
3,500
92
4-25
97
Unsecured consumer loan pool 2 (11/2019)
26,600
4,200
278
54
16-25
41
1-2
150
(1,257
475
21-24
12,600
(342
595
6-21
7,900
16,300
(2,613
802
17-24
467
15,200
(2,069
506
7-23
1,196
4,800
170,350
75,660
(5,964
2,677
3,018
1 On December 7, 2023, the Bank settled two pay-fixed interest rate swap derivative contracts, previously established with an unaffiliated third party and designated as fair value interest rate hedges. The hedging swap contracts were related to two purchased consumer installment loan pools comprised of loans secured by residential home solar power infrastructure. These contracts were entered into on February 13, 2021 (notional amount of $12.2 million) and December 8, 2021 (notional amount of $8.5 million). The Bank realized gains related to the settlement of these two hedging contracts were $117,000 and $694,000, respectively. These gains on the extinguishments of the hedging swap contracts are reported as a reduction of the carrying value of the hedged loan pools and will be recognized as an enhancement to the reported yield on those loan pools over the original contractual life of the hedging swap contracts. The unamortized portion of these gains totaled $634,000 at September 30, 2025.
At September 30, 2025 and December 31, 2024, the allowance for credit losses (the "ACL") related to these pools were $3.1 million and $3.9 million, respectively.
As of September 30, 2025, the Company had $107.7 million in residential and commercial real estate mortgage loans pledged to the Federal Home Loan Bank of New York (“FHLB-NY”). During the nine months ended September 30, 2025, the Company also initiated the pledge of $10.2 million in home equity loans to the Federal Reserve Bank of New York
- 19 -
(“FRB-NY”).
As of December 31, 2024, the Company pledged collateral with the FHLB-NY of $113.8 million and had no loans pledged to the FRB-NY. All loans pledged with the FHLB-NY and FRB-NY are under a blanket collateral agreement to secure the Company’s line of credit and term borrowings.
Loan Origination / Risk Management
The Company’s lending policies and procedures are presented in Note 5 to the audited consolidated financial statements included in the 2024 Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 31, 2025 and have not changed. As part of the execution of the Company’s overall balance sheet management strategies, the Bank will acquire participating interests in loans originated by unrelated third parties on an occasional basis. The purchase of participations in loans that are originated by third parties only occurs after the completion of thorough pre-acquisition due diligence. Loans in which the Company acquires a participating interest are determined to meet, in all material respects, the Company’s internal underwriting policies, including credit and collateral suitability thresholds, prior to acquisition. In addition, the financial condition of the originating financial institutions, which are generally retained as the ongoing loan servicing provider for participations acquired by the Bank, are analyzed prior to the acquisition of the participating interests and monitored on a regular basis thereafter for the life of those interests.
To develop and document a systematic methodology for determining the allowance for credit losses, the Company has divided the loan portfolio into three portfolio segments, each with different risk characteristics but with similar methodologies for assessing risk. Each portfolio segment is broken down into loan classes where appropriate. Loan classes contain unique measurement attributes, risk characteristics, and methods for monitoring and assessing risk that are necessary to develop the allowance for credit losses. Unique characteristics such as borrower type, loan type, collateral type, and risk characteristics define each class.
The following table illustrates the portfolio segments and classes for the Company’s loan portfolio:
Portfolio Segment
Class
Residential Mortgage Loans
Commercial Loans
Consumer Loans
- 20 -
The following tables present the classes of the loan portfolio as of September 30, 2025, summarized by the aggregate pass rating and the classified ratings of special mention, substandard and doubtful within the Company's internal risk rating system as of the dates indicated:
Term Loans By Origination Year
2023
2022
2021
Prior
Revolving loans
Revolving loans converted to term loans
Commercial real estate:
Pass
32,158
47,967
29,667
53,338
40,680
125,159
328,969
Special Mention
3,061
11,495
7,505
4,037
26,098
Substandard
832
1,238
8,082
3,951
2,454
16,557
Doubtful
59
Total commercial real estate
35,219
48,799
42,400
68,925
44,631
131,709
Commercial lines of credit:
67,975
2,613
70,588
6,825
1,369
239
1,608
Total commercial lines of credit
76,169
2,852
Other commercial and industrial:
12,734
14,542
14,863
12,244
2,626
13,460
4,028
74,497
576
1,574
4,435
1,337
7,963
126
196
3,905
4,227
Total other commercial and industrial
13,310
16,116
19,424
2,863
Total Paycheck Protection Program loans
2,000
4,167
Total tax exempt loans
1-4 family first-lien residential mortgages:
8,552
11,155
15,372
26,998
43,669
130,461
236,207
589
89
1,203
1,392
787
Total 1-4 family first-lien residential mortgages
27,098
43,758
133,040
Construction:
Total construction
Home equity and junior liens:
4,325
2,534
3,359
2,931
2,674
11,053
21,179
889
48,944
50
358
657
1,092
Total home equity and junior liens
3,418
2,686
11,461
21,856
895
Other Consumer:
2,522
2,728
53,547
2,900
1,523
65,585
17
63
Total other consumer
53,569
2,913
1,586
2,376
(392
(164
(169
(711
Total loans
66,942
81,470
134,188
113,947
95,355
300,818
102,053
3,747
- 21 -
The following tables present the classes of the loan portfolio as of December 31, 2024, summarized by the aggregate pass rating and the classified ratings of special mention, substandard and doubtful within the Company's internal risk rating system as of the dates indicated:
2020
45,123
51,531
61,943
50,014
27,688
107,106
343,405
16,160
4,370
20,530
838
4,165
4,819
215
2,938
13,475
45,961
55,846
78,603
54,833
27,903
114,473
57,618
2,495
60,113
5,622
190
5,812
1,309
368
1,677
64,549
3,053
14,141
20,814
14,160
4,186
3,987
14,609
6,022
77,919
2,640
2,220
65
258
5,217
1,041
312
4,398
5,883
328
429
781
16,781
23,494
15,290
4,873
4,333
19,007
87
4,363
11,085
15,922
29,167
48,525
35,973
107,571
248,243
554
473
1,027
91
207
713
1,011
152
940
48,616
36,886
109,697
6,113
4,092
3,181
2,906
1,692
11,807
20,352
706
50,849
75
95
320
995
2,918
12,202
21,029
721
4,475
58,818
3,908
2,021
2,305
72,558
66
4,477
58,820
3,938
2,102
1,055
2,318
(462
(171
(197
(70
(705
88,906
158,192
130,008
113,145
72,006
261,355
91,600
3,774
- 22 -
Management has reviewed its loan portfolio and determined that, to the best of its knowledge, no material exposure exists to sub-prime or other high-risk residential mortgages. The Company is not in the practice of originating these types of loans.
Nonaccrual and Past Due Loans
Loans are considered past due if the required principal and interest payments have not been received within thirty days of the payment due date. Loans are placed on nonaccrual when the contractual payment of principal and interest has become 90 days past due or when management has serious doubts about further collectability of principal or interest, even though the loan may be currently performing.
- 23 -
An aging analysis of past due loans, not including net deferred loan costs, segregated by portfolio segment and class of loans, as of September 30, 2025 and December 31, 2024, are detailed in the following tables:
As of September 30, 2025
30-59 Days
60-89 Days
90 Days
Total Loans
Past Due
and Over
Current
Receivable
2,208
1,142
2,226
5,576
233,399
234,805
1,081
14,709
17,467
354,216
172
768
1,042
1,982
77,039
253
4,418
9,004
77,683
6,182
20,169
28,453
515,241
687
271
471
1,429
48,677
527
439
1,436
64,258
1,214
741
910
2,865
112,935
9,604
3,985
23,305
36,894
862,981
As of December 31, 2024
2,262
805
3,162
245,144
250,008
1,110
2,086
10,261
13,457
364,162
953
1,448
2,429
65,173
3,022
366
6,503
9,891
79,909
5,085
2,480
18,212
25,777
513,901
584
1,327
50,621
912
560
296
1,768
70,942
1,496
710
3,095
121,563
8,843
4,174
22,084
35,101
885,472
- 24 -
As of September 30, 2025 and December 31, 2024, the amount of interest income recognized on nonaccrual loans and the cost basis of nonaccrual loans, for which there is no ACL, are detailed in the following tables. All loans greater than 90 days past due are classified as nonaccrual.
As of and for the nine months ended
Nonaccrual Loans
Nonaccrual loans without related allowance for credit loss
Recognized interest income
11,893
295
948
267
12,854
665
56
Total nonaccrual loans
815
As of and for the year ended
4,537
302
1,255
1,921
7,713
8,354
774
At September 30, 2025, the Bank's 73 nonperforming loans represented 2.6% of total loans, with an aggregate outstanding balance of $23.3 million, as compared to 93 loans, representing 2.4% of total loans, with an aggregate outstanding balance of $22.1 million at December 31, 2024. This increase in nonaccrual balances of $1.2 million was primarily the result of loans associated with two local commercial relationships that moved to nonperforming status.
The measurement of individually evaluated loans is generally based upon the present value of future cash flows discounted at the historical effective interest rate, except that all collateral-dependent loans are measured based on the fair value of the collateral, less costs to sell. The Company utilizes the Discounted Cash Flow (“DCF”) method for its pooled segment calculation. The DCF method implements a probability of default with loss given default and loss exposure at default estimation. The probability of default and loss given default are applied to future cash flows that are adjusted to present value and these discounted expected losses become the Allowance for Credit Losses.
- 25 -
Loans Modified With Borrowers Experiencing Financial Difficulty
When the Company modifies a loan with a borrower experiencing financial difficulty, a potential impairment is analyzed either based on the present value of the expected future cash flows discounted at the interest rate of the original loan terms or the fair value of the collateral less costs to sell. If it is determined that the value of the loan is less than its recorded investment, then impairment is recognized as a component of the provision for credit losses, an associated increase to the allowance for credit losses or as a charge-off to the allowance for credit losses in the current period.
Because the effect of most loan modifications made with borrowers experiencing financial difficulty is already included in the allowance for credit losses, a change to the allowance for credit losses is generally not recorded upon modification. In some cases, the Company will modify a certain loan by providing multiple types of concessions. Typically, one type of concession, such as a term extension, is granted initially. If the borrower continues to experience financial difficulty, another concession such as an interest rate reduction, may be granted. Nonaccrual loans that are modified will remain on nonaccrual status, but may move to accrual status after they have performed according to the modified terms for a period of time of at least six consecutive months.
The financial impact of commercial loan modifications made to borrowers experiencing financial difficult during the three and nine months ended September 30, 2025 related to a total of three borrowers that were granted either maturity extensions or an interest modification. The Company closely monitors the performance of loans that are modified to borrowers experiencing financial difficulty to understand the effectiveness of its modification efforts. The payment status of modified loans were current during the three months ending September 30, 2025. There were no loan modifications made to borrowers experiencing financial difficulty during the three or nine months ended September 30, 2024.
The following table presents the amortized cost basis of loans for the three and nine months ended September 30, 2025 and September 30, 2024 that were experiencing financial difficulty and modified, by class and by type of modification.
Three Months Ended September 30, 2025
Three Months Ended September 30, 2024
Term Extension
Total Class of Receivable
Residential mortgage loans
Commercial real estate
Commercial lines of credit
Commercial and industrial
Home equity and consumer
0.0
%
0
Nine Months Ended September 30, 2025
Nine Months Ended September 30, 2024
2,367
2.7
- 26 -
Interest Rate Reduction
1.5
3.1
0.4
12,832
3.5
Note 7: Allowance for Credit Losses
Management extensively reviews recent trends in historical losses, qualitative factors, including concentrations of loans to related borrowers and concentrations of loans by collateral type, and specific reserve requirements on loans individually evaluated in its determination of the adequacy of the credit losses. The Company recorded $3.5 million in provision for credit losses ("PCL") for the three month period ended September 30, 2025, as compared to $9.0 million for the three month period ended September 30, 2024. For the first nine months of 2025, the Company recorded $5.1 million in provision for credit losses compared to $10.0 million in the first nine months of the prior year.
The provision for credit losses for the third quarter of 2025 was due to an increase in credit loss reserves primarily associated with two local commercial relationships that moved to nonperforming status, in addition to $670,000 of net charge offs during the period. The Company continued to undertake proactive measures in the third quarter of 2025 to mitigate credit risk and enhance asset quality metrics for the long term, including the initiation of a comprehensive loan portfolio review in September 2025, encompassing performing and nonperforming loans of $500,000 or more, representing approximately 90% of all outstanding loans. This review is expected to be completed by the end of 2025.
In addition, during the third quarter of 2025, the Company recorded a PCL increase of $153,000 to the PCL for unfunded commitments. The provision in the quarter ended September 30, 2025 was reflective of the qualitative factors used in determining the adequacy of the ACL and changes in the levels of delinquent and nonaccrual loans. The third quarter PCL reflects an addition to reserves considering asset quality metrics.
The following tables summarize the activity related to the ACL during the three months and nine months ended September 30, 2025 and 2024 (in thousands):
- 27 -
ACL - Loans
Reserves as of June 30, 2025
Q3 2025 Charge-Offs
Q3 2025 Recoveries
Q3 2025 PCL
Reserves as of September 30, 2025
Individually evaluated
2,339
3,185
5,524
Overdraft
(34
30
Pooled - quantitative
6,538
(445
2,570
8,785
Pooled - qualitative
3,517
(2,273
1,244
Purchased
3,589
(444
3,101
Total ACL - Loans
15,983
(923
ACL - Held-To-Maturity
Other Liabilities - Unfunded Commitments
522
675
Total ACL
16,767
19,591
Reserves as of June 30, 2024
Q3 2024 Charge-Offs
Q3 2024 Recoveries
Q3 2024 PCL
Reserves as of September 30, 2024
4,481
(6,153
4,110
2,443
342
(121
(268
6,309
556
6,874
3,634
3,723
2,126
(2,509
4,617
4,234
16,892
(8,812
17,274
650
17,835
18,082
Reserves as of December 31, 2024
2025 Charge-Offs
2025 Recoveries
2025 PCL
2,485
3,039
(100
77
6,570
(3,079
5,098
4,269
(3,025
3,919
(1,096
449
(4,275
668
550
18,050
- 28 -
Reserves as of December 31, 2023
2024 Charge-Offs
2024 Recoveries
2024 PCL
3,716
4,875
364
(155
6,203
(176
737
3,566
157
15,975
(8,993
174
16,916
- 29 -
Summarized in the tables below are changes in the allowance for credit losses for loans for the indicated periods and information pertaining to the allocation of the balances of the credit losses, loans receivable based on individual, and collective evaluation by loan portfolio class. An allocation of a portion of the allowance to a given portfolio class does not limit the Company’s ability to absorb losses in another portfolio class.
As of and for the three months ended September 30, 2025
1-4 family first-lien residential mortgage
Residential construction mortgage
Paycheck Protection Program
Tax exempt
Allowance for credit losses:
Beginning Balance
1,342
543
6,396
752
2,671
663
3,613
Charge-offs
(112
(51
(60
(52
(565
(922
141
252
Provisions (credits)
872
2,286
(321
833
Ending balance
274
8,639
372
3,524
442
3,296
Ending balance: related to loans individually evaluated
104
3,568
98
1,570
184
Ending balance: related to loans collectively evaluated
1,998
5,071
1,954
13,130
Loans receivables:
Ending balance, gross
Ending balance: individually evaluated
1,400
23,863
1,944
4,328
529
32,064
Ending balance: collectively evaluated
237,575
347,820
77,077
82,359
49,577
867,811
- 30 -
As of and for the three months ended September 30, 2024
1,536
6,663
1,221
3,821
625
2,209
(1,204
(1,918
(2,936
(2,703
(62
1,122
1,220
1,845
4,813
1,497
810
6,581
523
2,735
746
4,381
42
862
1,192
180
1,455
5,719
1,543
4,314
14,831
255,235
4,077
378,805
64,672
88,247
2,658
52,709
76,703
923,231
1,733
9,518
6,226
591
19,590
253,502
369,287
63,217
82,021
52,118
76,636
903,641
As of and for the nine months ended September 30, 2025
1,467
592
6,746
749
2,879
715
4,091
(124
(919
(370
(1,383
(77
(1,402
463
755
(318
2,792
(48
1,936
(244
144
- 31 -
As of and for the nine months ended September 30, 2024
858
5,751
1,674
3,281
2,145
(1,205
(2,883
(142
2,016
767
2,378
5,008
The Company’s methodology for determining its allowance for credit losses includes an analysis of qualitative factors that are added to the historical loss rates in arriving at the total allowance for credit losses needed for this general pool of loans. The qualitative factors include, but are not limited to, the following:
Each factor is assigned a value to reflect improving, stable or declining conditions based on management’s best judgment using relevant information available at the time of the evaluation. These qualitative factors, applied to each product class, make the evaluation inherently subjective, as it requires material estimates that may be susceptible to significant revision as more information becomes available. Adjustments to the factors are supported through documentation of changes in conditions in a narrative accompanying the allowance for credit losses analysis and calculation.
The allocation of the allowance for credit losses summarized on the basis of the Company’s calculation methodology was as follows:
Specifically reserved
8,625
Historical loss rate
2,350
4,162
1,331
175
Qualitative factors
(352
909
623
(46
853
154
1,165
6,404
1,474
2,779
1,032
285
(49
3,114
682
- 32 -
Collateral Dependent Disclosures
The Company has certain loans for which repayment is dependent upon the operation or sale of collateral, as the borrower is experiencing financial difficulty. The underlying collateral can vary based upon the type of loan. The following provides more detail about the types of collateral that secure collateral dependent loans:
The following table details the amortized cost of collateral dependent loans at September 30, 2025 and December 31, 2024:
6,272
7,478
8,591
Residential (1-4 family) first mortgages
578
374
Home equity loans and lines of credit
504
528
Consumer loans
31,217
17,038
Note 8: Foreclosed Real Estate
The Company is required to disclose the carrying amount of foreclosed real estate properties held as a result of obtaining physical possession of the property at each reporting period.
Number of properties
At September 30, 2025 and December 31, 2024, the Company reported $552,000 and $1.2 million, respectively, in real estate loans in the process of foreclosure.
Note 9: Guarantees
The Company does not issue any guarantees that would require liability recognition or disclosure, other than its standby letters of credit. Generally, all letters of credit, when issued, have expiration dates within one year. The credit risks involved in issuing letters of credit are essentially the same as those that are involved in extending loan facilities to customers. The Company generally holds collateral and/or personal guarantees supporting these commitments. The Company had $3.1 million and $2.4 million of standby letters of credit as of September 30, 2025 and December 31, 2024, respectively. Management believes that the proceeds obtained through a liquidation of collateral and the enforcement of guarantees would be sufficient to cover the potential amount of future payments required under the corresponding guarantees. The fair value of standby letters of credit was not significant to the Company’s consolidated financial statements.
- 33 -
Note 10: Fair Value Measurements
Accounting guidance related to fair value measurements and disclosures specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s market assumptions. These two types of inputs have created the following fair value hierarchy:
Level 1 – Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date.
Level 2 – Quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets.
Level 3 – Model-derived valuations in which one or more significant inputs or significant value drivers are unobservable.
An asset’s or liability’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement.
In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs, minimize the use of unobservable inputs, to the extent possible, and considers counterparty credit risk in its assessment of fair value.
The Company used the following methods and significant assumptions to estimate fair value:
Investment securities: The fair values of available-for-sale and marketable equity securities are obtained from an independent third party and are based on quoted prices on nationally recognized securities exchanges where available (Level 1). If quoted prices are not available, fair values are measured by utilizing matrix pricing, which is a mathematical technique used widely in the industry to value debt securities without relying exclusively on quoted prices for specific securities but rather by relying on the securities’ relationship to other benchmark quoted securities (Level 2). Management made no adjustment to the fair value quotes that were received from the independent third party pricing service. Level 3 securities are assets whose fair value cannot be determined by using observable measures, such as market prices or pricing models. Level 3 assets are typically very illiquid, and fair values can only be calculated using estimates or risk-adjusted value ranges. Management applies known factors, such as currently applicable discount rates, to the valuation of those investments in order to determine fair value at the reporting date.
The Company holds two corporate investment securities with an amortized historical cost of $4.1 million and an aggregate fair market value of $4.2 million as of September 30, 2025. These securities have an aggregate valuation that is determined using published net asset values (NAV) derived by an analysis of the securities’ underlying assets. These securities are comprised primarily of broadly-diversified real estate holdings and are traded in secondary markets on an infrequent basis. While these securities are redeemable at least annually through tender offers made by respective issuers, the liquidation value of these securities may be below stated NAVs and also subject to restrictions as to the amount that can be redeemed at any single scheduled redemption. The Company anticipates that these securities will be redeemed by respective issuers on indeterminate future dates as a consequence of the ultimate liquidation strategies employed by the managers of these portfolios.
The Company also holds two limited partnership investments managed by an unrelated third party with an aggregate fair market value of $5.4 million and $4.1 million as of September 30, 2025 and December 31, 2024, respectively. The investments are funds comprised of marketable equity securities, primarily issued by community banks and financial technology companies. These investments are recorded at fair value at the end of each reporting period using Level 1 valuation techniques. Unrealized changes in the fair value of these investments are recorded as components of periodic net income in the period in which the changes occur.
Interest rate derivatives: The fair value of the interest rate derivatives, characterized as either fair value or cash flow hedges, are calculated based on a discounted cash flow model. All future floating rate cash flows are projected and both floating rate and fixed rate cash flows are discounted to the valuation date. The benchmark interest rate curve utilized for projecting
- 34 -
cash flows and applying appropriate discount rates is built by obtaining publicly available third party market quotes for various swap maturity terms.
Individually evaluated loans: Specifically-identified loans are those loans in which the Company has measured impairment based on the fair value of the loan’s collateral or the discounted value of expected future cash flows. Fair value is generally determined based upon market value evaluations by third parties of the properties and/or estimates by management of working capital collateral or discounted cash flows based upon expected proceeds. These appraisals may include up to three approaches to value: the sales comparison approach, the income approach (for income-producing property), and the cost approach. Management modifies the appraised values, if needed, to take into account recent developments in the market or other factors, such as, changes in absorption rates or market conditions from the time of valuation and anticipated sales values considering management’s plans for disposition. Such modifications to the appraised values could result in lower valuations of such collateral. Estimated costs to sell are based on current amounts of disposal costs for similar assets. These measurements are classified as Level 3 within the valuation hierarchy. Specifically-identified loans are subject to nonrecurring fair value adjustment upon initial recognition or subsequent impairment. A portion of the allowance for credit losses is allocated to specifically-identified loans if the value of such loans is deemed to be less than the unpaid balance.
The following tables summarize assets measured at fair value on a recurring basis as of the indicated dates, segregated by the level of valuation inputs within the hierarchy utilized to measure fair value:
Total Fair
Level 1
Level 2
Level 3
Value
5,345
Corporate issuances measured at NAV
4,202
290,049
Total available-for-sale securities
Marketable equity securities measured at NAV
Interest rate swap derivative fair value hedges (unrealized gain carried as receivable from derivative counterparties)
1,272
- 35 -
6,636
4,245
264,880
6,086
Pathfinder Bank had the following assets measured at fair value on a nonrecurring basis as of September 30, 2025 and December 31, 2024:
Individually evaluated loans
10,581
13,020
The following tables presents additional quantitative information about assets measured at fair value on a nonrecurring basis and for which Level 3 inputs were used to determine fair value at the indicated dates.
Quantitative Information about Level 3 Fair Value Measurements
Valuation
Unobservable
Range
Techniques
Input
(Weighted Avg.)
At September 30, 2025
Appraisal of collateral
Discounted Cash Flow
13% - 53% (30%)
Costs to Sell
21% - 24% (22%)
At December 31, 2024
12% - 70% (30%)
- 36 -
There have been no transfers of assets into or out of any fair value measurement level during the three or nine months ended September 30, 2025 or 2024.
Required disclosures include fair value information of financial instruments, whether or not recognized in the consolidated statements of condition, for which it is practicable to estimate that value. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. In that regard, the derived fair value estimates cannot be substantiated by comparison to independent markets and, in many cases, could not be realized in immediate settlement of the instrument.
The Company has various processes and controls in place to ensure that fair value is reasonably estimated. The Company performs due diligence procedures over third-party pricing service providers in order to support their use in the valuation process.
While the Company believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date.
Management uses its best judgment in estimating the fair value of the Company’s financial instruments; however, there are inherent limitations in any estimation technique. Therefore, for substantially all financial instruments, the fair value estimates herein are not necessarily indicative of the amounts the Company could have realized in a sales transaction on the dates indicated. The estimated fair value amounts have been measured as of their respective period-ends, and have not been re-evaluated or updated for purposes of these financial statements subsequent to those respective dates. As such, the estimated fair values of these financial instruments subsequent to the respective reporting dates may be different than the amounts reported at each period-end.
Under FASB ASC Topic 820 for Fair Value Measurements and Disclosures, the financial assets and liabilities were valued at a price that represents the Company’s exit price or the price at which these instruments would be sold or transferred.
The following information should not be interpreted as an estimate of the fair value of the entire Company since a fair value calculation is only provided for a limited portion of the Company’s assets and liabilities. Due to a wide range of valuation techniques and the degree of subjectivity used in making the estimates, comparisons between the Company’s disclosures and those of other companies may not be meaningful. The Company, in estimating its fair value disclosures for financial instruments, used the following methods and assumptions:
Cash and cash equivalents – The carrying amounts of these assets approximate their fair value and are classified as Level 1.
Federal Home Loan Bank stock – The carrying amount of these assets approximates their fair value and are classified as Level 2.
Net loans – For variable-rate loans that re-price frequently, fair value is based on carrying amounts. The fair value of other loans (for example, fixed-rate commercial real estate loans, mortgage loans, and commercial and industrial loans) is estimated using discounted cash flow analysis, based on interest rates currently being offered in the market for loans with similar terms to borrowers of similar credit quality. Loan value estimates include judgments based on expected prepayment rates. The measurement of the fair value of loans, including individually evaluated loans, is classified within Level 3 of the fair value hierarchy.
Accrued interest receivable and payable – The carrying amount of these assets approximates their fair value and are classified as Level 1.
- 37 -
Deposits – The fair values disclosed for demand deposits (e.g., interest-bearing and noninterest-bearing checking, passbook savings and certain types of money management accounts) are, by definition, equal to the amount payable on demand at the reporting date (i.e., their carrying amounts) and are classified within Level 1 of the fair value hierarchy. Fair values for fixed-rate certificates of deposit are estimated using a discounted cash flow calculation that applies interest rates currently being offered in the market on certificates of deposits to a schedule of aggregated expected monthly maturities on time deposits. Measurements of the fair value of time deposits are classified within Level 2 of the fair value hierarchy.
Borrowings – Fixed/variable term “bullet” structures are valued using a replacement cost of funds approach. These borrowings are discounted to the FHLB-NY advance curve. Option structured borrowings’ fair values are determined by the FHLB for borrowings that include a call or conversion option. If market pricing is not available from this source, current market indications from the FHLB-NY are obtained and the borrowings are discounted to the FHLB-NY advance curve less an appropriate spread to adjust for the option. These measurements are classified as Level 2 within the fair value hierarchy.
Subordinated debt – The Company secures quotes from its pricing service based on a discounted cash flow methodology or utilizes observations of recent highly-similar transactions which result in a Level 2 classification.
The carrying amounts and fair values of the Company’s financial instruments as of the indicated dates are presented in the following table:
Carrying
Estimated
Hierarchy
Amounts
Fair Values
Financial assets:
Cash and cash equivalents
Investment securities - available-for-sale
NAV
Investment securities - marketable equity
Investment securities - held-to-maturity
Federal Home Loan Bank stock
Net loans
837,121
852,743
Interest rate derivative fair value hedges receivable - AFS investments
1,159
3,199
Interest rate derivative fair value hedges receivable - loans
2,887
Financial liabilities:
Demand Deposits, Savings, NOW and MMDA
748,801
701,477
Time Deposits
476,280
475,266
503,047
500,638
Borrowings
59,702
59,725
88,068
87,707
29,792
25,347
Note 11: Interest Rate Derivatives
The Company is exposed to certain risks relate to both its business operations and changes in economic conditions. As part of managing interest rate risk, the Company periodically enters into standardized interest rate derivative contracts (designated as hedging agreements) to modify the repricing characteristics of certain portions of the Company’s earning assets and interest-bearing liabilities portfolios. The Company designates interest rate hedging agreements utilized in the management of interest rate risk as either fair value hedges or cash flow hedges. Interest rate hedging agreements are recorded at fair value as other assets or liabilities. The Company had no material derivative contracts not designated as hedging agreements at September 30, 2025 or December 31, 2024.
As a result of interest rate fluctuations, fixed-rate interest-earning assets and interest-bearing liabilities will appreciate or depreciate in fair value. When effectively hedged, this fair value appreciation or depreciation will generally be offset by substantially identical changes in the fair value of derivative instruments that are linked to the hedged assets and liabilities.
- 38 -
This strategy is referred to as fair value hedging and the derivative instruments employed in this strategy are therefore designated as fair value hedges. In a fair value hedge, the fair value of the derivative (the interest rate hedging agreement) is recorded in the Company’s consolidated balance sheet with the corresponding gain or loss recognized as an adjustment to the carrying balance of the hedged asset or liability. Changes in the correlation between the hedging instrument and the hedged asset or liability that give rise to differences between the changes in the fair value of the interest rate hedging agreements and the hedged items represents hedge ineffectiveness and are recorded as adjustments to the interest income or interest expense of the respective hedged instrument. In the case of pay-fixed or receive-fixed interest rate swap agreements, designated as fair value hedges, the periodic difference in the net cash flows due to (due from) the Company from (to) a counterparty are recorded in current period earnings as adjustments to the interest income or interest expense of the respective hedged asset or liability.
Cash flows related to floating rate assets and liabilities will fluctuate with changes in underlying rate indices. When effectively hedged, the increases or decreases in cash flows related to the floating-rate asset or liability will generally be offset by changes in cash flows of the derivative instruments designated as a hedge. This strategy is referred to as cash flow hedging and the derivative instruments employed in these strategies are therefore designated as cash flow hedges. In a cash flow hedge, the effective portion of the derivative’s gain or loss is initially reported as a component of accumulated other comprehensive income and subsequently reclassified into earnings when the forecasted transaction affects earnings. In the case of pay-fixed or receive-fixed interest rate swap agreements, designated as cash flow hedges, the periodic difference in the net cash flows due to (due from) the Company from (to) a counterparty are recorded in current period earnings as adjustments to the interest income or interest expense of the respective hedged asset or liability.
Among the array of interest rate hedging contracts, potentially available to the Company, are interest rate swap and interest rate cap (or floor) contracts. The Company uses interest rate swaps, cap or floor contracts as part of its interest rate risk management strategy. Interest rate swaps involve the receipt of variable amounts from a counterparty in exchange for the Company making fixed payments over the life of the agreements without the exchange of the underlying notional amount. An interest rate cap is a type of interest rate derivative in which the buyer receives payments at the end of each contractual period in which the index interest rate exceeds the contractually agreed upon strike price rate. The purchaser of a cap contract will continue to benefit from any rise in interest rates above the strike price. Similarly, an interest rate floor is a derivative contract in which the buyer receives payments at the end of each period in which the interest rate is below the agreed strike price. The purchaser of a floor contract will continue to benefit from any decrease in interest rates below the strike price. The Company had no interest rate cap or floor contracts in place at September 30, 2025 or December 31, 2024.
The Company records various hedges in the consolidated statements of condition at fair value. The Company’s accounting treatment for these derivative instruments is based on the instrument's hedge designation determined at the inception of each derivative instrument's contractual term. The following tables show the Company’s outstanding fair value hedges at September 30, 2025 and December 31, 2024:
Carrying Amount of the Hedged Assets at September 30, 2025
Cumulative Amount of Fair Value Hedging Adjustment Subtracted/(Added) from Carrying Amount of the Hedged Assets at September 30, 2025
Hedge-Adjusted Carrying Amount of the Hedged Assets at December 31, 2024
Cumulative Amount of Fair Value Hedging Adjustment Subtracted from Carrying Amount of the Hedged Assets at December 31, 2024
Line item on the balance sheet in which the hedged item is included:
Available-for-sale securities (1)
70,695
76,303
Loans receivable (2)
125,185
133,765
- 39 -
The Company's hedging contracts accounted for as fair value hedges, increased the yield on investment securities and loans by 0.14% and 0.12%, respectively, in the nine months ended September 30, 2025. The Company's hedging contracts accounted for as fair value hedges, increased the yield on investment securities and loans by 0.28% and 0.29%, respectively, in the nine months ended September 30, 2024.
The following tables summarize the net effects of the Company's fair value and cash flow hedges for the nine months ended September 30, 2025 and September 30, 2024, respectively:
Fair Value Hedges
Hedge Category
Average Notional Balance
Period Ending Notional Balance
Net Cash Received Recorded In Net Income
Fair Value Receivable at Period End
Investments
76,778
70,927
879
124,247
120,664
820
201,025
191,591
1,699
Fair Value Receivable (Payable) at Period End
80,779
73,061
1,771
1,059
135,816
131,769
1,951
(875
216,595
204,830
3,722
- 40 -
Cash Flow Hedges
Borrowed Funds
238
15,852
On April 17, 2024 the Bank elected to settle its previously established cash flow hedges designated against $40.0 million of floating-rate liabilities. This election was made in response to planned reductions in the Bank’s future levels of floating rate brokered certificates of deposit. Due to increases in interest rates since the inception dates of the cash flow hedges, the Bank realized a cash basis gain of $766,000 on that date, recorded for financial statement purposes, as a deferred gain in other assets. $458,000 of this gain will be recognized, as a reduction of interest expense, in substantially equal monthly installments through April 30, 2026 and $308,000 of this gain will be recognized, as a reduction in interest expense, in substantially equal monthly installments through April 30, 2027, which were the respective original maturity dates of the settled hedging contracts.
The amounts of hedge ineffectiveness, recognized at September 30, 2025 and December 31, 2024 for cash flow hedges were not material to the Company’s consolidated results of operations. A portion of, or the entire amount included in accumulated other comprehensive loss would be reclassified into current earnings should a portion of, or the entire hedge, no longer be considered effective. Management believes that the hedges will remain fully effective during the remaining term of the respective hedging contracts. The changes in the fair values of the interest rate hedging agreements primarily result from the effects of changing index interest rates and the reduction of the time each quarter between the measurement date and the contractual maturity date of the hedging instrument.
The Company manages its potential credit exposure on interest rate swap transactions by entering into bilateral credit support agreements with each contractual counterparty. These agreements require collateralization of credit exposures beyond specified minimum threshold amounts. Interest rate hedging agreements are entered into with counterparties that meet the Company's established credit standards and the agreements contain master netting, collateral and/or settlement provisions protecting the at-risk party. Based on adherence to the Company’s credit standards and the presence of the netting, collateral or settlement provisions, the Company believes that the credit risk inherent in these contracts was not material at September 30, 2025.
- 41 -
Note 12: Accumulated Other Comprehensive (Loss) Income
Changes in the components of accumulated other comprehensive (loss) income (“AOCI”), net of tax, for the periods indicated are summarized in the tables below.
For the three months ended September 30, 2025
Net Unrealized Loss on Retirement Plans
Unrealized Loss on Available-for-Sale Securities
Unrealized Gain on Derivatives and Hedging Activities
Beginning balance
(1,941
(7,192
275
Other comprehensive income (loss) before reclassifications
1,637
(61
Amounts reclassified from AOCI
(1,916
(5,555
214
For the three months ended September 30, 2024
(2,018
(7,285
517
2,103
(1,991
(5,182
457
For the nine months ended September 30, 2025
(7,548
395
1,989
(181
1,883
For the nine months ended September 30, 2024
(2,073
(7,564
Other comprehensive income before reclassifications
2,280
425
2,787
- 42 -
The following table presents the amounts reclassified out of each component of AOCI for the indicated periods:
Amount Reclassified
from AOCI (1)
Details about AOCI 1 components
Affected Line Item in the Statement of Income
Retirement plan items
Retirement plan net losses recognized in plan expenses 2
(35
(102
(110
Provision for income taxes
Net Income
Realized losses on sale of securities
Net realized gains (losses) on sales and redemptions of investment securities
(139
1 Amounts in parentheses indicates debits in net income.
2 These items are included in net periodic pension cost. See Note 5 for additional information.
- 43 -
Note 13: Noninterest Income
The Company has included the following table regarding the Company’s noninterest income for the periods presented.
Insufficient funds fees
235
221
594
Deposit related fees
146
438
373
ATM fees
Total service charges on deposit accounts
Fee Income
Insurance agency revenue
Investment services revenue
369
ATM fees surcharge
208
Banking house rents collected
109
Total fee income
178
585
608
1,716
Card income
Merchant card fees
Total card income
237
319
444
655
Mortgage fee income and realized gains on sales of loans and foreclosed real estate
Net gains on sales of loans and foreclosed real estate
Total mortgage fee income and realized gains on sale of loans and foreclosed real estate
234
169
580
427
Subtotal
1,053
1,465
2,790
3,829
Earnings and gains on bank owned life insurance
Fair value adjustment to loans held-for-sale
Non-recurring gain on lease renegotiations
245
Other miscellaneous income
198
The following is a discussion of key revenues within the scope of ASC 606 guidance:
- 44 -
Note 14: Leases
The Company has operating and finance leases for certain banking offices and land under noncancelable agreements. Our leases have remaining lease terms that vary from less than 2 years up to 28 years, some of which include options to extend the leases for various renewal periods. All options to renew are included in the current lease term when we believe it is reasonably certain that the renewal options will be exercised.
The components of lease expense are as follows:
Operating lease cost
130
Finance lease cost
186
1,291
583
Supplemental cash flow information related to leases was as follows:
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases
119
Operating cash flows from finance leases
Financing cash flows from finance leases
331
Supplemental balance sheet information related to leases was as follows:
(In thousands, except lease term and discount rate)
Operating Leases:
Finance Leases:
Weighted Average Remaining Lease Term:
Operating leases
18.13 years
17.08 years
Finance leases
21.52 years
22.01 years
Weighted Average Discount Rate:
4.01
3.90
6.02
6.01
- 45 -
Maturities of lease liabilities are as follows:
Twelve Months Ending September 30,
Operating Leases
Finance Leases
2026
2027
2028
412
2029
2030
Thereafter
903
14,403
Total future maturities of lease liabilities
The Company owns certain properties that it leases to unaffiliated third parties at market rates. Lease rental income was $109,000 and $40,000 for the three months ended September 30, 2025 and 2024, respectively. Lease rental income was $262,000 and $148,000 for the nine months ended September 30, 2025 and 2024, respectively. All rental agreements with lessees are accounted for as operating leases.
- 46 -
Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations (Unaudited)
General
The Company is a Maryland corporation headquartered in Oswego, New York. The Company is 100% owned by public shareholders. The primary business of the Company is its investment in Pathfinder Bank (the "Bank"), a New York State chartered commercial bank, which is 100% owned by the Company. The Bank has two wholly owned operating subsidiaries, Pathfinder Risk Management Company, Inc. (“PRMC”) and Whispering Oaks Development Corp. All significant inter-company accounts and activity have been eliminated in consolidation.
The Bank owns 100% of Pathfinder Risk Management Company, Inc., ("PRMC") which was established to record the 51% controlling interest upon the December 2013 purchase of FitzGibbons Agency, LLC (the “Agency”), an Oswego County property, casualty and life insurance brokerage business. The Company completed the sale of its majority membership interest in the Agency to Marshall & Sterling Enterprises, Inc. in October 2024.
Although the Company previously owned, through its wholly owned subsidiary PRMC, 51% of the membership interest in the Agency until its October 2024 sale, the Company is required to consolidate 100% of the Agency within the consolidated financial statements. The 49% of the Agency, which the Company did not own, is accounted for separately as noncontrolling interests within the consolidated financial statements.
At September 30, 2025, the Company and subsidiaries had total consolidated assets of $1.47 billion, total consolidated liabilities of $1.35 billion and shareholders' equity of $126.3 million.
The following discussion reviews the Company's financial condition at September 30, 2025 and the results of operations for the three and nine month periods ended September 30, 2025 and 2024. Operating results for the three and nine months ended September 30, 2025 are not necessarily indicative of the results that may be expected for the year ending December 31, 2025 or any other period.
The following material under the heading "Management's Discussion and Analysis of Financial Condition and Results of Operations" is written with the presumption that the users of the interim financial statements have read, or have access to, the Company's latest audited financial statements and notes thereto, together with Management's Discussion and Analysis of Financial Condition and Results of Operations included in the 2024 Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 31, 2025 (“the consolidated annual financial statements”) as of December 31, 2024 and 2023 and for the two years then ended. Therefore, only material changes in financial condition and results of operations are discussed in the remainder of Item 2.
Statement Regarding 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-looking statements concern the financial condition, results of operations, plans, objectives, future performance and business of Pathfinder Bancorp, Inc. and its subsidiaries, 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 future or conditional verbs such as “will,” “would,” “should,” “could,” “might,” “can,” “may” or similar expressions. There are a number of important factors that could cause future results to differ materially from historical performance and these forward-looking statements. Factors that might cause such a difference include, but are not limited to: (1) general economic conditions may be less favorable than expected; (2) competitive pressures among depository institutions may increase significantly; (3) changes in the interest rate environment may reduce interest margins; (4) loan origination and sale volumes, charge-offs and credit loss provisions may vary substantially from period to period; (5) the impact of a pandemic or other health crises and the government's response to such pandemic or crises on our operations as well as those of our customers and on the economy generally and in our market area specifically; (6) political developments such as the U.S. Government shutdown, wars or other hostilities may disrupt or increase volatility in securities markets or other economic conditions; (7) legislative or regulatory changes or actions may adversely affect the businesses in which Pathfinder Bancorp, Inc. is engaged; (8) changes and trends in the securities markets may adversely impact Pathfinder Bancorp, Inc.; (9) a delayed or incomplete resolution of regulatory issues could adversely impact our planning;
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(10) difficulties in integrating any businesses that we may acquire, including our recently completed acquisition of the East Syracuse branch of Berkshire Bank, which may increase our expenses and delay the achievement of any benefits that we may expect from such acquisitions; (11) the impact of reputation risk created by the developments discussed below in Recent Events on such matters as business generation and retention, funding and liquidity could be significant; (12) our ability to prevent or mitigate fraudulent activity and cybersecurity threats; and (13) the outcome of any future regulatory and legal investigations and proceedings may not be anticipated.
Because of these and other uncertainties, our actual future results may be materially different from the results indicated by these forward-looking statements. Except as required by law, we disclaim any obligation to revise or update any forward-looking statements contained in this Quarterly Report on Form 10-Q to reflect future events or developments.
Application of Critical Accounting Estimates
The Company's consolidated quarterly financial statements are prepared in accordance with accounting principles generally accepted in the United States and follow practices within the banking industry. Application of these principles requires management to make estimates, assumptions, and judgments that affect the amounts reported in the consolidated quarterly financial statements and accompanying notes. These estimates, assumptions, and judgments are based on information available as of the date of the financial statements; accordingly, as this information changes, the financial statements could reflect different estimates, assumptions, and judgments. Certain accounting policies inherently have a greater reliance on the use of estimates, assumptions, and judgments and, as such, have a greater possibility of producing results that could be materially different than originally reported. Estimates, assumptions, and judgments are necessary when assets and liabilities are required to be recorded at fair value or when an asset or liability needs to be recorded contingent upon a future event. Carrying assets and liabilities at fair value inherently results in more financial statement volatility. The fair values and information used to record valuation adjustments for certain assets and liabilities are based on quoted market prices or are provided by unaffiliated third-party sources, when available. When third party information is not available, valuation adjustments are estimated in good faith by management.
The most significant accounting policies followed by the Company are presented in Note 1 to the annual audited consolidated financial statements. These policies, along with the disclosures presented in the other financial statement notes and in this discussion, provide information on how significant assets and liabilities are valued in the consolidated quarterly financial statements and how those values are determined. Based on the valuation techniques used and the sensitivity of financial statement amounts to the methods, assumptions, and estimates underlying those amounts, management has identified the allowance for credit losses, deferred income taxes, pension obligations, the evaluation of investment securities for credit losses, the estimation of fair values for accounting and disclosure purposes, and the evaluation of goodwill for impairment to be the accounting areas that require the most subjective and complex judgments. These areas could be the most subject to revision as new information becomes available.
The ACL represents management's estimate of lifetime credit losses inherent in the loan portfolio. Determining the amount of the allowance for credit losses is considered a critical accounting estimate because it requires significant judgment on the use of estimates related to the amount and timing of expected future cash flows on individually evaluated loans, estimated losses on pools of homogeneous loans based on historical loss experience, and environmental factors, all of which may be susceptible to significant change. The Company establishes a specific allowance for all commercial loans in excess of the total related credit threshold of $100,000 and single borrower residential mortgage loans in excess of the total related credit threshold of $300,000 identified as being individually evaluated which are on nonaccrual and have been risk rated under the Company’s risk rating system as substandard, doubtful, or loss. In addition, an accruing substandard loan could be identified as being individually evaluated.
The measurement of individually evaluated loans is measured by determining the present value of expected future cash flows or, for collateral-dependent loans, the fair value of the collateral adjusted for market conditions and selling expenses as compared to the loan carrying value. For all other loans and leases, the Company uses the general allocation methodology that establishes an allowance to estimate the lifetime incurred loss for each risk-rating category. The measurement of individually evaluated loans is generally based upon the present value of future cash flows discounted at the historical effective interest rate, except that all collateral-dependent loans are measured based on the fair value of the collateral, less costs to sell. At September 30, 2025, the Bank’s position in individually evaluated loans consisted of 49 loans totaling $32.1
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million. Of these loans, 13 loans, totaling $847,000, were valued using the present value of future cash flows method; and 36 loans, totaling $31.2 million, were valued based on a collateral analysis. For all other loans, the Company uses the general allocation methodology that establishes an allowance to estimate the lifetime incurred loss for each risk-rating category.
In estimating the ACL on loans, management considers the sensitivity of the model and significant judgments and assumptions that could result in an amount that is materially different from management’s estimate. At September 30, 2025, the Bank held $543.7 million in commercial real estate and commercial & industrial loans (collectively, commercial loans) representing 60.5% of the Bank’s entire loan portfolio. The Bank allocated $12.5 million to the ACL for these loans, including $1.6 million derived from the use of qualitative factors in the calculation. Given the concentration of ACL allocation to the total commercial loan portfolio and the significant judgments made by management in deriving the qualitative loss factors, management considers the impact that changes in judgments could have on the ACL. The ACL could increase (or decrease) by approximately $400,000, assuming a 25% negative (or positive) change within the group of qualitative factors used to determine the ACL for commercial loans. The sensitivity and related range of impacts for various judgments on the ACL is a hypothetical analysis and is used to determine management’s judgments or assumptions of qualitative loss factors that were utilized at September 30, 2025 in the final recorded estimation of the ACL on loans recognized on the Statements of Financial Condition.
Deferred income tax assets and liabilities are determined using the liability method. Under this method, the net deferred tax asset or liability is recognized for the future tax consequences. This is attributable to the differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases as well as net operating and capital loss carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates applied to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income tax expense in the period that includes the enactment date. If current available evidence about the future raises doubt about the likelihood of a deferred tax asset being realized, a valuation allowance is established. The judgment about the level of future taxable income, including that which is considered capital, is inherently subjective and is reviewed on a continual basis as regulatory and business factors change.
The Company’s effective tax rate typically differs from the 21% federal statutory tax rate due primarily to New York State income taxes, partially offset by tax-exempt income from specific types of investment securities and loans, bank owned life insurance, and to a much lesser degree, the utilization of low income housing tax credits. In addition, the tax effects of certain incentive stock option activity may reduce the Company’s effective tax rate on a sporadic basis.
We maintain a noncontributory defined benefit pension plan covering a portion of employees. The plan provides defined benefits based on years of service and final average salary. On May 14, 2012, we informed our employees of our decision to freeze participation and benefit accruals under the plan, primarily to reduce some of the volatility in earnings that can accompany the maintenance of a defined benefit plan. Pension and post-retirement benefit plan liabilities and expenses are based upon actuarial assumptions of future events; including fair value of plan assets, interest rates, and the length of time the Company will have to provide those benefits. The assumptions used by management are discussed in Note 14 to the consolidated annual financial statements.
When the fair value of a security categorized as available-for-sale ("AFS") or held-to-maturity ("HTM") is less than its amortized cost basis, an assessment is made as to whether or not credit loss is present. Management makes a quantitative determination of potential credit loss for all HTM securities even if the risk of credit loss is considered remote and uses a best estimate threshold for securities categorized as AFS. The Company considers numerous factors when determining whether a potential credit loss exists. The principal factors considered are (1) the financial condition of the issue and (guarantor, if any) and adverse conditions specifically related to the security, industry or geographic area, (2) failure of the issuer of the security to make scheduled interest or principal payments, (3) any changes to the rating of the security by a nationally recognized statistical rating organization (“NRSRO”), and (4) the presence of contractual credit enhancements, if any, including the guarantee of the federal government or any of its agencies.
The Company carries all of its AFS investments at fair value with any unrealized gains or losses reported, net of tax, as an adjustment to shareholders' equity and included in accumulated other comprehensive income (loss), except for the credit-related portion of debt securities’ credit losses securities which are charged to earnings. The Company's ability to fully realize the value of its investments in various securities, including corporate debt securities, is dependent on the underlying
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creditworthiness of the issuing organization. In evaluating the debt securities portfolio, for both AFS and HTM securities for credit losses, management considers (1) if we intend to sell the security; (2) if it is “more likely than not” we will be required to sell the security before recovery of its amortized cost basis; or (3) if the present value of expected cash flows is insufficient to recover the entire amortized cost basis.
The estimation of fair value is significant to several of our assets; including AFS and marketable equity investment securities, intangible assets, foreclosed real estate, and the value of loan collateral when valuing loans. These are all recorded at either fair value, or the lower of cost or fair value. Fair values are determined based on third party sources, when available. Furthermore, accounting principles generally accepted in the United States require disclosure of the fair value of financial instruments as a part of the notes to the annual audited consolidated financial statements. Fair values on our AFS securities may be influenced by a number of factors including market interest rates, prepayment speeds, discount rates, and the shape of yield curves.
Fair values for AFS securities are obtained from unaffiliated third party pricing services. Where available, fair values are based on quoted prices on a nationally recognized securities exchange. If quoted prices are not available, fair values are measured using quoted market prices for similar benchmark securities. Management made no adjustments to the fair value quotes that were provided by the pricing sources. Fair values for marketable equity securities are based on quoted prices on a nationally recognized securities exchange for similar benchmark securities. The fair values of foreclosed real estate and the underlying collateral value of individually evaluated loans are typically determined based on evaluations by third parties, less estimated costs to sell. When necessary, appraisals are updated to reflect changes in market conditions.
Management performs an annual evaluation of our goodwill for possible impairment at each of our reporting units. Management has determined that the carrying value of goodwill was not impaired as of September 30, 2025. Management will continuously evaluate all relevant economic and operational factors potentially affecting the Bank or the fair value of its assets, including goodwill. Should future economic consequences require a significant and sustained change in the operations of the Bank, re-evaluations of the Bank’s goodwill valuation will be conducted on a more frequent basis.
Recent Events
On September 29, 2025, the Company announced that its Board of Directors declared a cash dividend of $0.10 per share on the Company's voting common and non-voting common stock, and a cash dividend of $0.10 per notional share for the issued warrant relating to the fiscal quarter ended September 30, 2025. The dividends were payable to all shareholders of record on October 17, 2025 and were paid on November 7, 2025.
In July 2025, the Company completed the sale of nonperforming and classified loans associated with a local commercial relationship dating back to 2013. The loans, which had an original principal balance of $9.3 million and a June 30, 2025 principal balance of $6.3 million, were reclassified to held-for-sale status in June 2025 and subsequently sold to a financial buyer in July 2025 for $3.2 million. The related fair value impact was reflected in the second quarter of 2025 as a $3.1 million lower of cost or market ("LOCOM") fair value adjustment to loans held-for-sale.
Summary of 2025 Third Quarter Results
The Company recorded net income of $626,000 for the three months ended September 30, 2025, compared to a net loss of $4.6 million for the three months ended September 30, 2024. Third quarter 2025 results included a $3.5 million provision for credit losses due to $670,000 of net charge offs during the period. Third quarter 2024 results included a $9.0 million provision for credit losses due to $8.7 million of net charge offs resulting from a comprehensive loan portfolio review and $1.6 million in one-time transaction-related expenses for the July 2024 East Syracuse branch acquisition.
Net interest income before the provision for credit losses decreased $132,000, or 1.1%, to $11.6 million for the three months ended September 30, 2025, as compared to the same three month period in 2024. This decrease was predominately the result of a decrease in interest and dividend income of $1.5 million, partially offset by a decrease in interest expense of $1.3 million.
Interest and dividend income declined $1.5 million to $19.7 million for the third quarter of 2025, primarily driven by a decline of $626,000 in interest income on loans as a result of a decrease of 22 basis points in the average yield on loans and
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lower average balances for loans. In addition, interest and dividend income included benefits of $200,000 in the third quarter of 2025 from loan prepayment penalty income and $887,000 in the third quarter of 2024 from a catch-up interest payment associated with purchased loan pool positions. Interest income on total investment securities decreased $476,000 as a result of the lower average yield in portfolio assets. Interest income on Fed funds sold and interest-earning deposits declined $361,000 due to decreases in both average balances and average yields as a result of the decrease in the federal funds rate.
The decrease in interest expense of $1.3 million to $8.1 million for the third quarter of 2025, compared to the prior year quarter, was primarily attributed to average cost decreases of 40 basis points for interest-bearing deposits, 18 basis points for subordinated debt, and 61 basis points for borrowings coupled with average balance decreases for time deposits and borrowings. The corresponding decreases in interest-bearing deposits and borrowings expense for the current quarter as compared to the year-ago period were $676,000 and $645,000 respectively. These reductions reflect continued changes in the Bank’s funding mix, including growing core deposits, as well as deliberate deposit pricing adjustments and significant reductions in borrowings.
Net interest margin was 3.34%, including 7 basis points attributed to prepayment penalty income in the third quarter of 2025, and 3.34% including 25 basis points from the catch-up interest payment in the third quarter of 2024. Excluding prepayment penalty and catch-up interest payment income, net interest margin reflected lower average deposit and borrowing costs that more than offset lower average yields on interest earning assets in the third quarter of 2025, compared to the same period one year ago.
The provision for credit losses was $3.5 million in the third quarter of 2025 compared to $9.0 million in the third quarter of 2024. The provision for credit losses for the third quarter of 2025 was due to an increase in credit loss reserves primarily associated with two local commercial relationships that moved to nonperforming status, in addition to $670,000 of net charge offs during the period. Net charge offs during the recent quarter represent 0.30% of average loans on an annualized basis, compared to $8.7 million in charge offs, or 3.82% of average loans on an annualized basis in the third quarter of 2024. See the “Provision for Credit Losses” and “Loan and Asset Quality and Allowance for Credit Losses” sections of this Management’s Discussion and Analysis for further discussion.
Noninterest income totaled $1.5 million in the third quarter of 2025, compared to $1.7 million during the same period in 2024. Third quarter 2024 noninterest income included $367,000 in insurance revenue from the insurance agency business sold in October 2024.
Compared to the third quarter of 2024, noninterest income decreased by $204,000 in the third quarter of 2025. The decline reflects the impact of new BOLI policy purchases made during the current year and differences in net death benefits recorded in the third quarter of 2025 and the year-ago period of $32,000 and $175,000, respectively. In addition, third quarter 2025 noninterest income, compared to the year-ago period, included a $12,000 increase in service charges on deposit accounts and a decrease of $83,000 in debit card interchange fees. Compared to the year-ago period, third quarter 2025 noninterest income also reflected increases of $83,000 in net unrealized gains on marketable equity securities, $34,000 in loan servicing fees, and $31,000 in gains on sales of loans and foreclosed real estate, as well as a decrease of $176,000 in net realized losses on sales and redemptions of investment securities.
Noninterest expense totaled $8.9 million in the third quarter of 2025, decreasing from $10.3 million in the year-ago period. The decrease from the third quarter of 2024 was primarily due to $1.6 million in one-time transaction-related expenses for last year’s East Syracuse branch acquisition, in addition to $308,000 in costs associated with the insurance agency business sold in October 2024.
Salaries and benefits were $5.0 million in the third quarter of 2025, increasing $46,000 from the third quarter of 2024. The increase from the year-ago period was primarily due to an increase in medical claims expected to be reimbursed by stop loss insurance.
Building and occupancy was $1.4 million in the third quarter of 2025, increasing $265,000 from the year-ago quarter. The increase from the third quarter of 2024 was primarily due to a $121,000 increase in building maintenance during the current quarter. Additionally, higher costs related to building and land leases, property taxes, and utilities of $54,000, $46,000, and $27,000, respectively, were primarily due to timing of ongoing facilities-related costs associated with operating the East Syracuse branch acquired in the third quarter of 2024.
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Data processing expense was $641,000 in the third quarter of 2025, decreasing $31,000 from the year-ago period. The decrease from the third quarter of 2024 was driven by decreases of $78,000 in data processing supplies and $24,000 in ATM processing costs. These decreases were partially offset by third quarter year-over-year increases in recurring data processing costs amounting to $71,000, primarily due to software upgrades completed as part of the Company’s ongoing technology modernization initiatives.
For the third quarter of 2025, annualized noninterest expense represented 2.40% of average assets in the third quarter of 2025, compared to 2.75% in the year-ago period. The efficiency ratio was 68.78%, for the third quarter of 2025, compared to 75.78% in the year-ago period. For the nine months ended September 30, 2025, annualized noninterest expense represented 2.30% of average assets in the first nine months of 2025, compared to 2.39% in the year-ago period. The efficiency ratio was 67.24%, for the nine months ended September 30, 2025, compared to 73.01% in the year-ago period. The efficiency ratio, which is not a financial metric under GAAP, is a measure that the Company believes is helpful to understanding its level of non-interest expense as a percentage of total revenue.
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Results of Operations
Net Interest Income
Net interest income is the Company's primary source of operating income for payment of operating expenses and providing for credit losses. It is the amount by which interest earned on loans, interest-earning deposits, and investment securities, exceeds the interest paid on deposits and other interest-bearing liabilities. Changes in net interest income and net interest margin result from the interaction between the volume and composition of interest-earning assets, interest-bearing liabilities, related yields, and associated funding costs.
The following tables set forth information concerning average interest-earning assets and interest-bearing liabilities and the average yields and rates thereon for the periods indicated. Interest income and resultant yield information in the tables have not been adjusted for tax equivalency. Averages are computed on the daily average balance for each month in the period divided by the number of days in the period. Nonaccrual loans have been included in interest-earning assets for purposes of these calculations.
Average
Average Yield /
Balance
Cost
Interest-earning assets:
906,759
6.09
914,467
6.31
Taxable investment securities
431,227
5,351
4.96
415,751
5,813
5.59
Tax-exempt investment securities
33,980
5.36
30,382
6.17
Fed funds sold and interest-earning deposits
16,866
3.11
42,897
4.59
Total interest-earning assets
1,388,832
5.68
1,403,497
6.04
Noninterest-earning assets:
114,837
103,856
Allowance for credit losses
(15,595
(16,537
Net unrealized losses on available-for-sale securities
(9,949
(9,161
1,478,125
1,481,655
Interest-bearing liabilities:
NOW accounts
120,696
1.02
102,868
280
1.09
Money management accounts
10,105
0.12
11,828
MMDA accounts
276,599
2,210
3.20
227,247
2,009
3.54
Savings and club accounts
127,696
0.26
127,262
0.25
Time deposits
490,735
4,353
3.55
514,050
5,260
4.09
30,225
6.43
30,025
6.61
73,556
693
3.77
122,129
1,338
4.38
Total interest-bearing liabilities
1,129,612
2.88
1,135,409
3.34
Noninterest-bearing liabilities:
Demand deposits
192,982
195,765
29,320
24,855
1,351,914
1,356,029
Shareholders' equity
126,211
125,626
Total liabilities & shareholders' equity
Net interest rate spread
2.80
2.70
Net interest margin
Ratio of average interest-earning assets to average interest-bearing liabilities
122.95
123.61
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Yield /
911,419
5.94
898,361
5.82
427,656
16,172
5.04
427,311
17,463
5.45
34,254
5.15
29,499
6.67
13,306
2.89
20,161
4.70
1,386,635
5.61
1,375,332
5.70
116,001
99,200
(16,777
(16,511
(10,245
(10,184
1,475,614
1,447,837
115,494
962
1.11
100,922
806
1.06
10,435
0.11
11,782
277,306
6,595
3.17
217,580
5,944
3.64
129,059
246
115,875
225
493,033
13,408
3.63
521,832
15,685
30,174
6.38
29,978
6.56
68,656
1,870
129,943
4,073
4.18
1,124,157
2.91
1,127,912
197,053
177,202
29,436
19,382
1,350,646
1,324,496
124,968
123,341
2.36
3.25
2.97
123.35
121.94
Third quarter 2025 net interest income was $11.6 million, a decrease of 1.1% from the third quarter of 2024. This decrease was the result of a $1.5 million, or 6.9% decrease in interest and dividend income, partially offset by a decrease of $1.3 million, or 14.1%, in total interest expense.
The decrease in interest and dividend income of $1.5 million for the third quarter of 2025, compared to the prior year quarter, was the result of a decrease of $626,000 in interest income for loans, driven by lower average balances of loans and a decrease of 22 basis points for loans. In addition, interest and dividend income included benefits of $200,000 in the third quarter of 2025 from loan prepayment penalty income and $887,000 in third quarter of 2024 from a catch-up interest payment associated with purchased loan pool positions. The decrease in interest and dividend income was also driven by a decrease of $476,000 in total investments securities, as a result of the decline in average yield of such assets, and decreases of $361,000 in fed funds sold and interest-earning deposits, driven by lower average balances and lower average yields due to the decline in the fed funds rate.
The decrease in interest expense of $1.3 million for the third quarter of 2025, compared to the prior year quarter, was primarily attributed to average cost decreases of 40 basis points for interest-bearing deposits, 18 basis points for subordinated debt, and 61 basis points for borrowings coupled with average balance decreases for time deposits and borrowings. The corresponding decreases in interest-bearing deposits and borrowings expense for the current quarter as compared to the year-ago period were $676,000 and $645,000 respectively. These reductions reflect continued changes in the Bank’s funding mix, including growing core deposits, as well as deliberate deposit pricing adjustments and significant reductions in borrowings.
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Net interest margin was 3.34%, including 7 basis points attributed to prepayment penalty income in the third quarter of 2025, and 3.34%, including 25 basis points from the catch-up interest payment in the third quarter of 2024. Excluding prepayment penalty and catch-up interest payment income, net interest margin reflected lower average deposit and borrowing costs that more than offset lower average yields on interest earning assets in the third quarter of 2025, compared to the same period one year ago.
For the nine months ended September 30, 2025, net interest income increased $3.2 million, or 10.5%, to $33.8 million compared to the same nine month period in 2024. The change from the prior nine month period was due to a decrease in interest expense of $3.7 million, partially offset by a decrease in interest and dividend income of $472,000.
The decrease in interest expense of $3.7 million for the nine months ended September 30, 2025, compared to the same nine month prior year period, was primarily attributed to average cost decreases of 36 basis points for interest-bearing deposits, 18 basis points for subordinated debt, and 55 basis points for borrowings coupled with average balance decreases for time deposits and borrowings. The corresponding decreases in interest-bearing deposits and borrowings expense for the current period as compared to the year-ago period were $1.5 million and $2.2 million respectively. These reductions reflect continued changes in the Bank’s funding mix, including growing core deposits, as well as deliberate deposit pricing adjustments and significant reductions in borrowings.
The decrease in interest and dividend income of $472,000 for the first nine months of 2025, compared to the prior year period, was primarily due to decreases in income from taxable investment securities, tax-exempt investment securities, and fed funds sold and interest-earning deposits of $1.3 million, $153,000, and $423,000, respectively, primarily as a result of the decrease in the average yield of such assets. These decreases were partially offset by a 12 basis points increase in the average yield on loans and a $13.1 million increase in the average balance of loans, resulting in a $1.4 million increase in interest income on loans. In addition, interest and dividend income included benefits of $607,000 in the first nine months of 2025 from 2024 interest recovered from loans removed from nonaccrual status and loan and investment prepayment penalty income and $887,000 in the first nine months of 2024 from the third quarter catch-up interest payment associated with purchased loan pool positions.
Net interest margin was 3.25%, including 6 basis points attributed to interest recovery and prepayment penalty income for the first nine months of 2025, and 2.97%, including 9 basis points from the catch-up interest payment for the same period of 2024. The increase reflected lower average deposit and borrowing costs and higher average loan yields in the nine months ended September 30, 2025 as compared to the same prior year period.
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Rate/Volume Analysis
Net interest income can also be analyzed in terms of the impact of changing interest rates on interest-earning assets and interest-bearing liabilities and changes in the volume or amount of these assets and liabilities. The following table represents the extent to which changes in interest rates and changes in the volume of interest-earning assets and interest-bearing liabilities have affected the Company’s interest income and interest expense during the periods indicated. Information is provided in each category with respect to: (i) changes attributable to changes in volume (change in volume multiplied by prior rate); (ii) changes attributable to changes in rate (changes in rate multiplied by prior volume); and (iii) total increase or decrease. Changes attributable to both rate and volume have been allocated ratably. Tax-exempt securities have not been adjusted for tax equivalency.
2025 vs. 2024
Increase/(Decrease) Due to
Unaudited
Increase
Volume
Rate
(Decrease)
Interest Income:
(505
(626
574
821
1,395
210
(672
(1,305
(1,291
52
(66
(14
(368
(153
(236
(125
(361
(198
(225
(423
Total interest income
(95
(1,368
(1,463
605
Interest Expense:
(18
120
407
(206
201
1,488
(837
651
(230
(677
(907
(835
(1,442
(2,277
(42
(32
(168
(645
(1,724
(2,203
(251
(1,080
(917
(2,768
(3,685
Net change in net interest income
(288
1,522
1,691
3,213
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Deposits
The Company’s deposit base is drawn from eleven full-service branches and one motor bank in its market area. The deposit base consists of demand deposits, money management and money market deposit accounts, savings, and time deposits. Total deposits increased by $20.6 million, or 1.7% from December 31, 2024. The increase in deposits during the nine months ended September 30, 2025, reflected the Bank’s increased market penetration among both non-business and business customers.
At September 30, 2025, 78.4% of the Company's deposit base of $1.23 billion consisted of core deposits. Core deposits, which exclude brokered deposits and certificates of deposit of $250,000 or more, are considered to be more stable and generally provide the Company with a lower cost of funds than time deposits of $250,000 or more. The Company will continue to emphasize retail and business core deposits in the future by providing depositors with a full range of deposit product offerings and will maintain its recent focus on deposit gathering within the Syracuse market.
A summary of deposits by category at September 30, 2025 and December 31, 2024 is as follows:
Savings accounts
123,958
128,753
Time accounts
333,211
360,716
Time accounts in excess of $250,000
143,026
142,473
9,539
11,583
298,653
239,016
Demand deposit interest-bearing
115,274
101,080
Demand deposit noninterest-bearing
Mortgage escrow funds
5,121
7,184
Total Deposits
In addition to deposits obtained from its business operations within its target market areas, the Bank also obtains brokered deposits through various programs administered by IntraFi Network and through other unaffiliated third-party financial institutions.
The following table sets forth our nonbrokered and brokered deposit activities at the dates indicated:
Nonbrokered
Brokered
216,273
116,938
226,445
134,271
Time accounts of $250,000 or more
110,274
5,000
99,080
1,103,143
121,938
1,068,253
136,271
Provision for Credit Losses
We establish a provision for credit losses, which is charged to operations, at a level management believes is appropriate to absorb lifetime credit losses in the loan portfolio. In evaluating the level of the allowance for credit losses, management considers historical loss experience, the types of loans and the amount of loans in the loan portfolio, adverse situations that may affect the borrower’s ability to repay, estimated value of any underlying collateral, and prevailing economic conditions. This evaluation is inherently subjective as it requires estimates that are susceptible to significant revision as more information becomes available or as future events change. The provision for credit losses represents management’s estimate of the amount necessary to maintain the allowance for credit losses at an adequate level.
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The Company recorded $3.5 million in provision for credit losses for the three month period ended September 30, 2025, as compared to $9.0 million for the three month period ended September 30, 2024. The provisioning in the third quarter of 2025 and 2024 reflects management’s determination of the appropriate level of additions to reserves, the composition of the loan portfolio, changes in quantifiable econometric data statistically correlated to historical charge-off rates, subjective qualitative assessments of changes in a broad array of factors including changes to underwriting criteria, loan staffing and local market conditions, and changes in the levels of delinquent and nonaccrual loans. This represents a $5.5 million decrease in provision for credit losses in the third quarter of 2025, as compared to the same period in 2024. This decrease can be primarily attributed to lower net charge offs of $670,000 in the quarter, compared to $8.7 million from a year ago period. The Bank's credit sensitive portfolios continue to be carefully monitored, and the Bank will consistently apply its loan classification and reserve building methodologies to the analysis of these portfolios. In addition, the Company continued to undertake proactive measures in the third quarter of 2025 to mitigate credit risk and enhance asset quality metrics for the long term, including the initiation of a comprehensive loan portfolio review in September 2025, encompassing performing and nonperforming loans of $500,000 or more, representing approximately 90% of all outstanding loans. This review is expected to be completed by the end of 2025. Please refer to the asset quality section below for a further discussion of asset quality as it relates to the allowance for credit losses.
For the nine months ended September 30, 2025 and 2024, the Company recorded a provision for credit losses of $5.1 million and $10.0 million, respectively. The lower provision for credit losses in the first nine months of 2025 as compared with the similar 2024 period reflects lower net charge offs of $3.6 million for the nine months ended September 30, 2025, compared to $8.8 million for the nine months ended September 30, 2024.
The Company measures delinquency based on the amount of past due loans (defined as loans equal to or greater than 30 days past due) as a percentage of total loans. The ratio of delinquent loans to total loans was 4.1% and 3.8% at September 30, 2025, and December 31, 2024, respectively. Delinquent loans (numerator) increased $1.8 million from December 31, 2024 to September 30, 2025. Total loan balances (denominator) decreased $20.7 million from December 31, 2024 to September 30, 2025. The increase in delinquent loans from December 31, 2024 to September 30, 2025 was driven by loans delinquent 30-59 days and loans delinquent 90 days and over, which increased by $761,000 and $1.2 million, respectively, partially offset by a decrease of $189,000 in loans delinquent 60-89 days.
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Noninterest Income
The Company's noninterest income is primarily comprised of fees on deposit account balances and transactions, loan servicing, commissions, and net gains on sales of securities, loans, and foreclosed real estate.
The following table sets forth certain information on noninterest income for the periods indicated:
Change
12.3
-20.8
(81
-11.8
43.0
11.5
(83
-27.7
(212
-34.8
(367
-100.0
(1,024
Other charges, commissions and fees
-10.9
935
(192
-20.5
Noninterest income before gains and losses
1,249
1,756
(507
-28.9
3,214
4,564
(1,350
-29.6
Losses on sales and redemptions of investment securities
176
93.6
93.8
34.4
81.8
N/M
100.0
133.9
2425.8
(204
-12.0
(3,473
-74.6
N/M - Not meaningful
Noninterest income for the third quarter of 2025 totaled $1.5 million, a decrease of $204,000 or 12.0% from the third quarter of 2024. The decline primarily reflects no insurance agency revenue contributions for the current quarter as a result of the sale of the Bank's insurance agency business, which was sold in October 2024. In addition, the decline in noninterest income was driven by lower earnings and gains on BOLI and debit card interchange fees, partially offset by lower losses on sales and redemptions of investment securities. The change in earnings and gains on BOLI between the third quarter of 2025 and the year-ago period reflects the impact of new BOLI policy purchases made during the current year and differences in net death benefits recorded during the two periods of $32,000 and $175,000, respectively.
For the nine months ended September 30, 2025, the Company reported $1.2 million in noninterest income, decreasing $3.5 million from $4.7 million in the same period of 2024. The year-over-year decrease reflects a $1.0 million decline in insurance agency revenue that is associated with the sale of the Bank's insurance agency business in October 2024 and lower noninterest income of $3.1 million due to the aforementioned LOCOM HFS adjustment associated with the loan sale in July 2025. These decreases in noninterest income for the nine months ended September 30, 2025 were partially offset by increases of $752,000 in net unrealized gains on marketable equity securities.
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Noninterest Expense
The following table sets forth certain information on noninterest expense for the periods indicated:
0.9
2.1
265
23.4
1,112
38.8
-4.6
224
12.8
(1,111
-61.0
(985
-32.0
(79
-47.9
-21.2
(57
-25.0
(285
-41.6
7.3
-26.4
20.9
333
243.1
Insurance agency expense
(308
(825
-50.0
-55.9
-3.7
(6
-7.3
(72
-10.7
-2.6
Total noninterest expenses
(1,322
-12.9
(442
-1.7
Noninterest expense totaled $8.9 million in the third quarter of 2025, a decrease of $1.3 million or 12.9% from the year-ago quarter. The decrease was primarily due to $1.6 million in one-time transaction-related expenses from the prior year East Syracuse branch acquisition, in addition to $308,000 in costs associated with the insurance agency business sold in October 2024.
Salaries and benefits were $5.0 million in the third quarter of 2025, an increase of $46,000 from the year-ago quarter, primarily due to increased medical claims which are expected to be reimbursed by stop loss insurance. Building and occupancy was $1.4 million for the quarter ended September 30, 2025, compared to $1.1 million for the quarter ended September 30, 2024. The increase was driven by periodic building and maintenance expenses totaling $121,000 during the third quarter of 2025, in addition to increased costs related to building and land leases, property taxes, and utilities of $54,000, $46,000, and $27,000, respectively. These increases from the year-ago period were primarily due to timing of ongoing facilities-related costs and costs associated with operating the East Syracuse branch acquired in the third quarter of 2024. Data processing expense was $641,000 in the third quarter of 2025, decreasing $31,000 from $672,000 in the third quarter of 2024. The decrease from the year-ago period was due to lower costs associated with check and ATM processing charges.
For the nine months ended September 30, 2025, noninterest expense decreased $443,000 to $25.4 million from $25.9 million for the same period in 2024. The drivers of the year-to-date decrease included $985,000 in one-time costs related to the East Syracuse branch acquisition and $825,000 of lower insurance agency expenses due to the sale of the Bank's insurance agency business in October 2024, partially offset by $1.1 million in higher building and occupancy expenses due to periodic building and branch maintenance and costs associated with operating the East Syracuse branch. Salaries and benefits increased to $13.9 million for the nine months ended September 30, 2025, increasing $293,000 from the year ago period. The increase was driven by increased medical claims expected to be reimbursed by stop loss insurance.
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Income Tax Expense
Income tax expense increased $1.2 million to $46,000, with an effective tax rate of 6.8%, for the quarter ended September 30, 2025, as compared to an income tax benefit of $1.2 million with an effective tax rate of 20.3% for the same three month period in 2024. The increase in income tax expense for the quarter ended September 30, 2025, as compared to the same quarter in 2024, was primarily driven by an increase of $6.5 million in income before taxes. The effective income tax rate decreased 13.5% to 6.8% for the three months ended September 30, 2025 as compared to 20.3% for the same three month period in 2024. The decrease in the tax rate in the third quarter of 2025, as compared to the same quarter in 2024, was primarily related to a decrease in income and fluctuations in permanent tax differences.
Income tax expense increased $957,000 to $797,000, with an effective tax rate of 18.0%, for the nine months ended September 30, 2025, as compared to an income tax benefit of $160,000 with an effective tax rate of 27.1%, for the same nine month period in 2024. The increase in income tax expense for the nine months ended September 30, 2025, as compared to the same nine month period in 2024, was primarily driven by a $5.0 million increase in income before taxes and fluctuations in permanent tax differences. The effective income tax rate decreased 9.1% to 18.0% for the nine months ended September 30, 2025 as compared to 27.1% for the same nine month period in 2024. The increase in the tax rate in the nine months ended September 30, 2025, as compared to the same period in 2024, was primarily related to an income in income and fluctuations in permanent tax differences.
The Company’s tax liability is a function of the 21% statutory federal tax rate, the level of pretax income, the varying effects of New York State income taxes, and is partially reduced by tax-exempt income from specific types of investment securities and loans, bank owned life insurance, and, to a much lesser degree, the utilization of historic and low income housing tax credits. In addition, the tax effects of certain incentive stock option activity may reduce the Company’s effective tax rate on a sporadic basis.
Earnings per Share
Basic and diluted earnings per Voting and Series A Non-Voting share were $0.10 per share for the third quarter of 2025, as compared to $(0.75) for the same prior year period. The increase in earnings per share between the third quarter of 2025 and 2024 was due to the increase of net income between the two periods. Third quarter 2024 results included a $9.0 million provision for credit losses due to $8.7 million of net charge offs resulting from a comprehensive loan portfolio review and $1.6 million in one-time transaction-related expenses for the previously announced July 2024 East Syracuse branch acquisition.
Basic and diluted earnings per share were $0.58 and $0.57, respectively, for both Voting and Series A Non-Voting shares for the nine month period ended September 30, 2025. Basic and diluted earnings per Voting and Series A Non-Voting share were $(0.09) per share for the nine month period ended September 30, 2024. The increase in earnings per share between the first nine months of 2025 and 2024 was due to the increase in net income between these two time periods. The results for the nine months ended September 30, 2024 included the effects from the aforementioned net charge offs and the East Syracuse one-time branch acquisition transaction-related expenses.
Further information on earnings per share can be found in Note 3 of the unaudited consolidated financial statements of this Form 10-Q.
Changes in Financial Condition
Assets
Total assets decreased $2.6 million, or 0.2%, to $1.47 billion at September 30, 2025 as compared to December 31, 2024. This decrease was due primarily to decreases in residential and consumer loans, partially offset by increases in investment securities, bank owned life insurance, commercial loans, and total cash and cash equivalents.
Loans, net of deferred fees, totaled $898.5 million on September 30, 2025, resulting in a decrease of $20.5 million or 2.2% from December 31, 2024. Consumer and residential loans totaled $356.2 million on September 30, 2025, decreasing $24.7
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million or 6.5% from December 31, 2024. Commercial loans totaled $543.7 million on September 30, 2025, increasing $4.0 million, or 0.7% from December 31, 2024.
Total investment securities, including investment in FHLB-NY stock, totaled $445.8 million at September 30, 2025, an increase of $9.2 million, or 2.1%, compared to $436.7 million at December 31, 2024. This increase was due to an increase of $25.1 million in available-for-sale securities, and a $1.3 million increase in marketable equity securities. This increase was partially offset by a $16.1 million decrease in held-to-maturity securities due to calls and maturities, and a $1.1 million decrease in FHLB-NY stock.
Bank owned life insurance increased $6.4 million, or 26.0%, to $31.1 million at September 30, 2025 as compared to December 31, 2024. This increase was primarily due to a $6.0 million purchase of new life insurance policies during the second quarter of 2025.
Liabilities
Total liabilities decreased $7.5 million, or 0.6%, to $1.35 billion at September 30, 2025 as compared to December 31, 2024. This decrease was due primarily to decreases in total borrowings, offset partially by increases in total deposits.
Total borrowings decreased $31.4 million, or 35.6%, from $88.1 million at December 31, 2024 to $56.7 million at September 30, 2025. This decrease was due to a $23.0 million decrease in short-term borrowed funds from FHLB-NY, and an $8.4 million decrease in long-term borrowed funds from FHLB-NY.
Total deposits increased $20.6 million, or 1.7%, to $1.23 billion at September 30, 2025 as compared to December 31, 2024. The change in deposits from the prior period was due to an increase of $38.0 million in interest-bearing deposits, driven by changes in the deposit mix, including higher money market deposit accounts, partially offset by lower time deposit balances. The increase in interest-bearing deposits was also partially offset by a $17.4 million decrease in noninterest-bearing deposits.
Shareholders’ Equity
Shareholders' equity increased by $4.8 million, or 4.0%, from $121.5 million at December 31, 2024, to $126.3 million at September 30, 2025. This increase was primarily due to the Company’s recorded net income of $3.6 million, an increase in additional paid in capital of $1.2 million, and a decrease in accumulated other comprehensive loss of $1.9 million, partially reduced by declared dividends to shareholders of $1.9 million during the nine months ended September 30, 2025.
Capital
Capital adequacy is evaluated primarily by the use of ratios which measure capital against total assets, as well as against total assets that are weighted based on defined risk characteristics. The Company’s goal is to maintain a strong capital position, consistent with the risk profile of its banking operations. This strong capital position serves to support growth and expansion activities while at the same time exceeding regulatory standards. At September 30, 2025, the Bank met the regulatory definition of a “well-capitalized” institution, i.e. a leverage capital ratio exceeding 5%, a Tier 1 risk-based capital ratio exceeding 8%, Tier 1 common equity exceeding 6.5%, and a total risk-based capital ratio exceeding 10%.
In addition to establishing the minimum regulatory capital requirements, the regulations limit capital distributions and certain discretionary bonus payments to management if the institution does not hold a “capital conservation buffer” consisting of 2.5% of common equity Tier 1 capital to risk-weighted assets above the amount necessary to meet its minimum risk-based capital requirements. The buffer is separate from the capital ratios required under the Prompt Corrective Actions (“PCA”) standards. In order to avoid these restrictions, the capital conservation buffer effectively increases the minimum levels of the following capital to risk-weighted assets ratios: (1) Core Capital, (2) Total Capital and (3) Common Equity. At September 30, 2025, the Bank exceeded all regulatory required minimum capital ratios, including the capital buffer requirements.
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Pathfinder Bank’s capital amounts and ratios as of the indicated dates are presented in the following table:
Actual
Minimum ForCapital AdequacyPurposes
Minimum To Be"Well-Capitalized"Under PromptCorrective Provisions
Minimum ForCapital Adequacy with Buffer
Amount
Ratio
As of September 30, 2025:
Total Core Capital (to Risk-Weighted Assets)
154,183
14.71
83,857
8.00
104,822
10.00
110,063
10.50
Tier 1 Capital (to Risk-Weighted Assets)
141,001
13.45
62,893
6.00
89,098
8.50
Tier 1 Common Equity (to Risk-Weighted Assets)
47,170
4.50
68,134
6.50
73,375
7.00
Tier 1 Capital (to Assets)
9.72
58,034
4.00
72,543
5.00
151,747
14.65
82,845
103,556
108,733
138,740
13.40
62,133
88,022
46,600
67,311
72,489
9.64
41,422
51,778
71,960
Non-GAAP Financial Measures
Regulation G, a rule adopted by the Securities and Exchange Commission (SEC), applies to certain SEC filings, including earnings releases, made by registered companies that contain “non-GAAP financial measures.” GAAP is generally accepted accounting principles in the United States of America. Under Regulation G, companies making public disclosures containing non-GAAP financial measures must also disclose, along with each non-GAAP financial measure, certain additional information, including a reconciliation of the non-GAAP financial measure to the closest comparable GAAP financial measure (if a comparable GAAP measure exists) and a statement of the Company’s reasons for utilizing the non-GAAP financial measure as part of its financial disclosures. The SEC has exempted from the definition of “non-GAAP financial measures” certain commonly used financial measures that are not based on GAAP. When these exempted measures are included in public disclosures, supplemental information is not required. Financial institutions like the Company and its subsidiary bank are subject to an array of bank regulatory capital measures that are financial in nature but are not based on GAAP. The Company follows industry practice in disclosing its financial condition under these various regulatory capital measures, including period-end regulatory capital ratios for its subsidiary bank, in its periodic reports filed with the SEC. The Company provides, below, an explanation of the calculations, as supplemental information, for non-GAAP measures included in the consolidated annual financial statements. In addition, the Company provides a reconciliation of its subsidiary bank’s disclosed regulatory capital measures, below.
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Regulatory Capital Ratios (Bank only)
Total capital (to risk-weighted assets)
Total equity (GAAP)
144,318
140,641
(5,056
Intangible assets
(5,989
Addback: Accumulated other comprehensive loss
7,257
9,144
Total Tier 1 Capital
Allowance for credit losses (subject to regulatory limits)
13,182
13,007
Total Tier 2 Capital
Total Tier 1 plus Tier 2 Capital (numerator)
Risk-weighted assets (denominator)
1,048,215
1,035,557
Total core capital to risk-weighted assets
Tier 1 capital (to risk-weighted assets)
Total Tier 1 capital (numerator)
Total capital to risk-weighted assets
Tier 1 capital (to adjusted assets)
Total average assets
1,461,427
1,450,254
Adjusted assets (denominator)
1,450,853
1,439,209
Total capital to adjusted assets
Tier 1 Common Equity (to risk-weighted assets)
Total Tier 1 Common Equity to risk-weighted assets
Revenue, pre-tax, pre-provision net income, and efficiency ratio:
Net realized (gains) losses on sales and redemptions of investment securities
Revenue (non-GAAP) 1
12,994
13,537
37,822
35,439
Total non-interest expense
Pre-tax, pre-provision net income (non-GAAP) 2
4,057
3,278
12,391
9,566
Efficiency ratio (non-GAAP) 3
68.78
75.78
67.24
73.01
1 Revenue equals net interest income plus total noninterest income less net realized gains or losses on sales and redemptions of investment securities, and sales of loans and foreclosed real estate.
2 Pre-tax, pre-provision net income equals revenue less total noninterest expense.
3 Efficiency ratio equals noninterest expense divided by revenue.
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Loan and Asset Quality and Allowance for Credit Losses
The following table represents information concerning the aggregate amount of non-accrual loans at the indicated dates:
Nonaccrual loans:
Commercial and commercial real estate loans
13,664
Consumer
901
1,605
16,170
Total nonperforming loans
Total nonperforming assets
23,442
Nonperforming loans to total loans
2.59
2.40
1.75
Nonperforming assets to total assets
1.59
1.50
Nonperforming assets include nonaccrual loans, and foreclosed real estate (‘‘FRE”).
As indicated in the table above, nonperforming assets at September 30, 2025 were $23.4 million, and were $1.3 million greater than the $22.1 million reported at December 31, 2024 and $7.2 million greater than the $16.2 million reported at September 30, 2024. The increase in the nonperforming loans on September 30, 2025, as compared to December 31, 2024, was the result of loans associated with two local commercial relationships that moved to nonperforming status.
Fair values for commercial FRE are initially recorded based on market value evaluations by third parties, less costs to sell (“initial cost basis”). On a prospective basis, residential FRE assets will be initially recorded at the lower of the net amount of loan receivable or the real estate’s fair value less costs to sell. Any write-downs required when the related loan receivable is exchanged for the underlying real estate collateral at the time of transfer to FRE are charged to the allowance for credit losses. Values are derived from appraisals of underlying collateral or discounted cash flow analysis. Subsequent to foreclosure, valuations are updated periodically and assets are marked to current fair value, not to exceed the initial cost basis for the FRE property.
The allowance for credit losses on loans represents management’s estimate of the lifetime losses inherent in the loan portfolio as of the date of the statement of condition. The allowance for credit losses was $18.7 million and $17.2 million at September 30, 2025 and December 31, 2024, respectively. The ratio of the allowance for credit losses to total loans was 2.08% as of September 30, 2025, as compared to 1.88% at December 31, 2024 and 1.87% at September 30, 2024. Management performs a quarterly evaluation of the allowance for credit losses based on quantitative and qualitative factors and has determined that the current level of the allowance for credit losses is adequate to absorb the losses in the loan portfolio as of September 30, 2025.
Loans purchased outside of the Bank’s general market area are subject to substantial pre-purchase due diligence. Homogenous pools of purchased loans are subject to pre-purchase analyses led by a team of the Bank’s senior executives and credit analysts. In each case, the Bank’s analytical processes consider the types of loans being evaluated, the underwriting criteria employed by the originating entity, the historical performance of such loans, especially in the most recent deeply recessionary period, the offered collateral enhancements and other credit loss mitigation factors offered by the seller and the capabilities and financial stability of the servicing entities involved. From a credit risk perspective, these loan pools also benefit from broad diversification, including wide geographic dispersion, the readily-verifiable historical performance of similar loans issued by the originators, as well as the overall experience and skill of the underwriters and servicing entities involved as counterparties to the Bank in these transactions. The performance of all purchased loan pools are monitored regularly from detailed reports and remittance reconciliations provided at least monthly by the external servicing entities.
The projected credit losses related to purchased loan pools are evaluated prior to purchase and the performance of those loans against expectations are analyzed at least monthly. Over the life of the purchased loan pools, the allowance for credit
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losses is adjusted, through the provision for credit losses, for expected loss experience, over the projected life of the loans. The expected credit loss experience is determined at the time of purchase and is modified, to the extent necessary, during the life of the purchased loan pools. The Bank does not initially increase the allowance for credit losses on the purchase date of the loan pools.
At September 30, 2025 and December 31, 2024, the Company had $32.1 million and $20.0 million in loans, respectively, which were individually analyzed, having established specific reserves of $5.5 million and $2.5 million, respectively, on these loans. The $12.1 million increase in specifically identified loans between these two dates primarily reflects four large commercial loan relationships totaling $20.1 million, offset by 2025 year-to-date net charge offs of $3.6 million and $6.5 million in balances from the July 2025 sale of nonperforming and classified loans associated with one local commercial relationship.
Appraisals are obtained at the time a real estate secured loan is originated. For commercial real estate held as collateral, the property is inspected every two years.
Management has identified certain loans with potential credit profiles that may result in the borrowers not being able to comply with the current loan repayment terms and which may result in possible future identified loan reporting. Potential problem loans totaled $66.0 million at September 30, 2025, an increase of $9.6 million, as compared to $56.4 million at December 31, 2024. These loans have been internally classified as special mention, substandard, or doubtful, yet are not currently considered specifically-identified.
In the normal course of business, the Bank has, from time to time, sold residential mortgage loans and participation interests in commercial loans. As is typical in the industry, the Bank makes certain representations and warranties to the buyer. Pathfinder Bank maintains a quality control program for closed loans and considers the risks and uncertainties associated with potential repurchase requirements to be minimal.
The future performance of the Company’s loan portfolios with respect to credit losses will be highly dependent upon the course and duration, both nationally and within the Company’s market area, of the concentrations in the Company’s loan portfolio. Concentrations of loans within a portfolio that are made to a single borrower, to a related group of borrowers, or to a limited number of industries, are generally considered to be additional risk factors in estimating future credit losses. Therefore, the Company monitors all of its credit relationships to ensure that the total loan amounts extended to one borrower, or to a related group of borrowers, does not exceed the maximum permissible levels defined by applicable regulation or the Company’s generally more restrictive internal policy limits.
Liquidity
Liquidity management involves the Company’s ability to generate cash or otherwise obtain funds at reasonable rates to support asset growth, meet deposit withdrawals, maintain reserve requirements, and otherwise operate the Company on an ongoing basis. The Company's primary sources of funds are deposits, borrowed funds, amortization and prepayment of loans and maturities of investment securities and other short-term investments, and earnings and funds provided from operations. While scheduled principal repayments on loans are a relatively predictable source of funds, deposit flows and loan prepayments are greatly influenced by general interest rates, economic conditions and competition. The Company manages the pricing of deposits to maintain a desired deposit composition and balance. In addition, the Company invests excess funds in short-term interest-earning and other assets, which provide liquidity to meet lending requirements.
The Company's liquidity has been enhanced by its ability to borrow from FHLB-NY, whose competitive advance programs and lines of credit provide the Company with a safe, reliable, and convenient source of funds. A significant decrease in deposits in the future could result in the Company having to seek other sources of funds for liquidity purposes. Such sources could include, but are not limited to, additional borrowings, brokered deposits, negotiated time deposits, the sale of "available-for-sale" investment securities, the sale of securitized loans, or the sale of whole loans. Such actions could result in higher interest expense and/or losses on the sale of securities or loans.
Through the first nine months of 2025, as indicated in the consolidated statement of cash flows, the Company reported net cash flow from operating activities of $9.0 million and net cash flow of $12.2 million related to investing activities. The net cash inflows from investing activities was generated principally by an increase of $13.5 million in net loan activity, partially
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offset by a $397,000 decrease in net investment activity, and an $987,000 decrease in premises and equipment. The Company reported net cash outflows from financing activities of $12.2 million, primarily due to a $20.6 million increase in net deposit balances, a $31.4 million decrease in net borrowings, and an aggregate decrease of $1.4 million in net cash from all other financing sources, including dividends paid to common voting and non-voting shareholders and warrant holders of $1.9 million.
The Bank’s management monitors liquidity on a continuous basis through a broad range of internal programs and considers effective liquidity management to be one of its primary objectives. At September 30, 2025 the Bank had deposits of $1.23 billion, of which a portion were nominally uninsured, as they were above the insurance limits established by the Federal Deposit Insurance Corporation (“FDIC”) on that date. Of the nominally uninsured deposits at September 30, 2025, $95.6 million were insured through a long-standing reciprocal deposit program managed by a third-party entity. In addition, $118.1 million in municipal deposits are fully protected against principal loss by a collateral program whereby the Bank places high-quality securities with an independent custodian as collateral. The Bank had $152.2 million in deposits, representing 13.7% of all deposits that were considered to be uninsured at September 30, 2025. At December 31, 2024, the Bank had $149.0 million in deposits, representing 14.0% of all deposits that were considered to be uninsured.
The Company has a number of existing credit facilities available to it. At September 30, 2025, total credit available under the existing lines of credit was approximately $248.3 million at FHLB-NY, FRB-NY, and two other correspondent banks. At September 30, 2025, the Company had $56.7 million of the available lines of credit utilized on its existing lines of credit with the remainder of $191.6 million available.
The Asset Liability Management Committee of the Company is responsible for implementing the policies and guidelines for the maintenance of prudent levels of liquidity. As of September 30, 2025, management reported to the Board of Directors that the Company is in compliance with its liquidity policy guidelines.
Off-Balance Sheet Arrangements
The Company is also a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit and standby letters of credit. At September 30, 2025, the Company had $219.2 million in outstanding commitments to extend credit and standby letters of credit.
The Company's exposure to credit loss in the event of nonperformance related to off-balance sheet arrangements is proportional to the contractual amount of those instruments. Such financial instruments are recorded when they are funded. The Company records an allowance for credit losses on off-balance sheet credit exposures, unless such commitments are unconditionally cancelable, through the provision for credit losses expense. The allowance for credit losses on off-balance sheet credit exposures as of September 30, 2025 was $686,000 and is included in other liabilities on the Company's consolidated Statements of Condition.
Item 3 – Quantitative and Qualitative Disclosures About Market Risk
A smaller reporting company is not required to provide the information relating to this item.
Item 4 – Controls and Procedures
Under the supervision and with the participation of our Chief Executive Officer (“CEO”) and our Chief Financial Officer (“CFO”) (the Company’s principal executive officer and principal financial officer), management conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) as of September 30, 2025. The term “disclosure controls and procedures,” under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including
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its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.
Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
Based on the evaluation of our disclosure controls and procedures as of September 30, 2025, our CEO and CFO concluded that our disclosure controls and procedures were effective as of that date.
We did not make any changes in internal control over financial reporting during the quarter ended September 30, 2025 that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
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PART II – OTHER INFORMATION
Item 1 – Legal Proceedings
At September 30, 2025, the Company is not currently a named party in a legal proceeding, the outcome of which would have a material and adverse effect on the financial condition or results of operations of the Company.
Item 1A – Risk Factors
Item 2 – Unregistered Sales of Equity Securities, and Use of Proceeds, and Issuer Purchases of Equity Securities
Period
Total Number of Shares Purchased (1)
Average Price PaidPer Share
Total Number ofShares Purchased asPart of PubliclyAnnounced Plans orPrograms
Maximum Number of Shares That May Yet Be Purchased Under the Plans or Programs
July 1, 2025 through July 31, 2025
74,292
August 1, 2025 through August 31, 2025
September 1, 2025 through September 30, 2025
Item 3 – Defaults Upon Senior Securities
None
Item 4 – Mine Safety Disclosures
Not applicable
Item 5 – Other Information
During the third quarter of 2025, none of our directors or officers adopted or terminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement,” as that term is used in SEC regulations.
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Item 6 – Exhibits
Exhibit No.
31.1
Rule 13a-14(a)/15d-14(a) Certification of the Chief Executive Officer
31.2
Rule 13a-14(a)/15d-14(a) Certification of the Chief Financial Officer
Section 1350 Certification of the Chief Executive Officer and Chief Financial Officer
Interactive data files pursuant to Rule 405 of Regulation S-T formatted in Inline Extensible Business Reporting Language (iXBRL): (i) the Consolidated Statements of Condition, (ii) the Consolidated Statements of Income (iii) the Consolidated Statements of Comprehensive Income, (iv) the Consolidated Statements of Changes in Shareholders’ Equity, (v) Consolidated Statements of Cash Flows, and (vi) the Notes to the Consolidated Financial Statements tagged as blocks of text.
Cover Page Interactive Data File (embedded within the Inline XBRL document).
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.
(registrant)
November 14, 2025
/s/ James A. Dowd
James A. Dowd
President and Chief Executive Officer
/s/ Justin K. Bigham
Justin K. Bigham
Senior Vice President, Chief Financial Officer
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