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 June 30, 2026
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 August 10, 2026, there were 4,898,360 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.
PATHFINDER BANCORP, INC.FORM 10-Q - Quarter Ended June 30, 2026
TABLE OF CONTENTS
PAGE
PART I - FINANCIAL INFORMATION
Item 1.
Consolidated Financial Statements (Unaudited)
4
Consolidated Statements of Condition
Consolidated Statements of Income
5
Consolidated Statements of Comprehensive Income (Loss)
6
Consolidated Statements of Changes in Shareholders' Equity
7
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)
42
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
62
Item 4.
Controls and Procedures
PART II - OTHER INFORMATION
Legal Proceedings
63
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
64
SIGNATURES
Table of Contents
GLOSSARY OF TERMS
The following listing includes acronyms and terms used throughout the document:
Term
Definition
2025 Annual Report
Form 10-K for the year ended December 31, 2025
ACL
Allowance for Credit Losses
AFS
Available-for-Sale
AOCI
Accumulated Other Comprehensive Income (Loss)
ASC
Financial Accounting Standards Board Accounting Standards Codification
ASU
Accounting Standards Update
Bank
Pathfinder Bank
BOLI
Bank-Owned Life Insurance
bps
Basis Points
CECL
Current Expected Credit Losses
CEO
Chief Executive Officer
CET1
Common Equity Tier 1
CFO
Chief Financial Officer
Company
Pathfinder Bancorp, Inc.
Convertible Perpetual Preferred Stock
Series B Convertible Perpetual Preferred Stock
DCF
Discounted Cash Flow
EPS
Earnings Per Share
Exchange Act
Securities Exchange Act of 1934
FASB
Financial Accounting Standards Board
FDIC
Federal Deposit Insurance Corporation
FHLB-NY
Federal Home Loan Bank of New York
FRB-NY
Federal Reserve Bank of New York
FRE
Foreclosed Real Estate Owned
GAAP
Accounting principles generally accepted in the United States
GSE
United States government agencies and government-sponsored enterprises
HTM
Held-to-Maturity
IAL
Individually Analyzed Loan
LOCOM
Lower of Cost or Market
MMDA
Money Market Deposit Accounts
NASDAQ
The Nasdaq Stock Market LLC
NAV
Net Asset Value
NIM
Net Interest Margin
NOW
Negotiable Order of Withdrawal
NRSRO
Nationally Recognized Statistical Rating Organization
Participating Securities
Securities that participate in dividends
PCA
Prompt Corrective Action
PCL
Provision for Credit Losses
PRMC
Pathfinder Risk Management Company, Inc.
QF
Qualitative Factors
RWA
Risk-Weighted Assets
SBA
Small Business Administration
SEC
Securities and Exchange Commission
SOFR
Secured Overnight Financing Rate
U.S.
United States of America
Whispering Oaks
Whispering Oaks Development Corp.
- 3 -
June 30,
December 31,
(In thousands, except share and per share data)
2026
2025
Assets
Cash and due from banks
$
11,402
11,521
Interest-earning deposits
14,648
19,649
Total cash and cash equivalents
26,050
31,170
Available-for-sale securities, at fair value
366,147
276,815
Held-to-maturity securities, at amortized cost (fair value of $106,011 and $125,198, respectively)
111,371
130,324
Marketable equity securities, at fair value
6,213
6,034
Federal Home Loan Bank stock, at cost
6,935
2,560
Loans held-for-sale
5,700
5,900
Loans, net of deferred fees
888,975
896,670
Less: Allowance for credit losses
26,920
29,436
Loans receivable, net
862,055
867,234
Premises and equipment, net
17,669
18,008
Operating lease right-of-use assets
1,046
1,098
Finance lease right-of-use assets
15,489
15,885
Accrued interest receivable
6,511
6,328
Foreclosed real estate
137
Intangible assets, net
5,048
5,362
Goodwill
5,056
Bank owned life insurance
31,671
31,374
Other assets
25,405
23,351
Total assets
1,492,503
1,426,636
Liabilities
Interest-bearing deposits
960,706
987,471
Noninterest-bearing deposits
213,563
196,377
Total deposits
1,174,269
1,183,848
Short-term borrowings
125,000
44,000
Long-term borrowings
8,374
14,074
Subordinated debt
30,155
Accrued interest payable
469
424
Operating lease liabilities
1,259
1,304
Finance lease liabilities
16,201
16,390
Other liabilities
11,032
13,990
Total liabilities
1,366,759
1,304,185
Shareholders' equity
Voting common stock, par value $0.01; 25,000,000 authorized shares; 4,898,360 and 4,805,361 shares issued and outstanding, respectively
49
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
55,624
54,390
Retained earnings
77,180
73,366
Accumulated other comprehensive loss
(7,123
)
(5,367
Total shareholders' equity
125,744
122,451
Total liabilities and shareholders' equity
The accompanying notes are an integral part of the consolidated financial statements.
- 4 -
For the three months ended,
For the six months ended,
(In thousands, except per share data)
June 30, 2026
June 30, 2025
Interest and dividend income
Loans, including fees
12,570
13,106
24,927
26,778
Taxable investment securities
4,920
5,522
9,519
10,707
Tax-exempt investment securities
368
465
703
867
Dividends
87
21
136
114
Federal funds sold and interest earning deposits
123
68
285
157
Total interest and dividend income
18,068
19,182
35,570
38,623
Interest expense
Interest on deposits
6,182
7,318
12,315
14,263
Interest on short-term borrowings
604
495
870
1,040
Interest on long-term borrowings
99
72
213
Interest on subordinated debt
647
483
1,296
958
Total interest expense
7,532
8,368
14,694
16,398
Net interest income
10,536
10,814
20,876
22,225
(Benefit from) provision for credit losses
Loans
(182
1,173
(368
1,677
Held-to-maturity securities
(22
Unfunded commitments
19
67
(28
Total (benefit from) provision for credit losses, net
(155
1,197
(323
1,654
Net interest income after provision for credit losses
10,691
9,617
21,199
20,571
Noninterest income (loss)
Service charges on deposit accounts
381
380
757
754
Earnings and gain on bank owned life insurance
330
156
586
318
Loan servicing fees
97
198
Net realized losses on sales and redemptions of investment securities
-
(5
(8
Net unrealized (losses) gains on marketable equity securities
(53
420
23
638
Gains on sales of loans and foreclosed real estate
95
83
281
148
Fair value adjustment to loans held-for-sale 1
(3,064
(203
Debit card interchange fees
188
180
327
181
Other charges, commissions & fees
215
230
428
514
Total noninterest income (loss)
1,224
(1,518
2,351
(321
Noninterest expense
Salaries and employee benefits
4,653
4,525
9,510
8,975
Building and occupancy
1,380
1,230
2,707
2,577
Data processing
774
667
1,507
1,333
Professional and other services
628
778
1,308
1,384
Advertising
66
77
155
218
FDIC assessments
232
436
229
Audits and exams
139
60
279
174
Amortization expense
314
Community service activities
1
28
22
39
Foreclosed real estate expenses
18
29
27
50
Other expenses
614
510
1,089
1,201
Total noninterest expense
8,662
8,061
17,354
16,494
Income before provision for income taxes
3,253
38
6,196
3,756
Provision for income taxes
585
1,115
751
Net income
2,668
31
5,081
3,005
Voting Earnings per common share - basic
0.42
0.80
0.48
Voting Earnings per common share - diluted
0.47
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)
0.10
0.20
1 LOCOM adjustment on loans held-for-sale to the estimated market value based on sale negotiation terms.
- 5 -
Consolidated Statements of Comprehensive Income (Loss) (Unaudited)
(In thousands)
Other Comprehensive (Loss) Income
Retirement Plans
Retirement plan net (losses) gains recognized in plan expenses
(1
34
(2
Net unrealized (losses) gains on retirement plans
Unrealized holding (losses) gains on available-for-sale securities
Unrealized holding (losses) gains arising during the period
(507
(529
(2,250
477
Reclassification adjustment for net gains included in net income
Net unrealized (losses) gains on available-for-sale securities
482
Derivatives and hedging activities
Unrealized holding losses arising during the period
(44
(81
(125
(162
Net unrealized losses on derivatives and hedging activities
Other comprehensive (loss) income, before tax
(552
(576
(2,377
387
Tax effect
144
150
621
(101
Other comprehensive (loss) income, net of tax
(408
(426
(1,756
286
Comprehensive income (loss)
2,260
(395
3,325
3,291
Tax Effect Allocated to Each Component of Other Comprehensive (Income) Loss
Retirement plan net gains recognized in plan expenses
(9
(17
Unrealized holding losses (gains) on available-for-sale securities arising during the period
132
138
588
Reclassification adjustment for net gains on available-for-sale securities included in net income
Unrealized losses on derivatives and hedging arising during the period
12
33
Income tax effect related to other comprehensive loss (income)
- 6 -
Consolidated Statements of Changes in Shareholders' Equity (Unaudited)
Three months ended June 30, 2026 and June 30, 2025
Common Stock
Non-Voting Common Stock
Additional Paid in Capital
Retained Earnings
Accumulated Other Comprehensive Loss
Total
Balance, March 31, 2026
55,095
75,140
(6,715
123,583
Other comprehensive loss, net of tax
Stock based compensation
278
Stock options exercised
251
Voting common stock dividends declared ($0.10 per share)
(490
Non-Voting common stock dividends declared ($0.10 per share)
(138
Balance, June 30, 2026
Balance, March 31, 2025
53,103
80,163
(8,432
124,896
261
(480
Warrant dividends declared ($0.10 per share)
(12
Balance, June 30, 2025
53,645
79,564
(8,858
124,413
Six months ended June 30, 2026 and June 30, 2025
Balance, January 1, 2026
538
696
697
Voting common stock dividends declared ($0.20 per share)
(978
Non-Voting common stock dividends declared ($0.20 per share)
(276
(13
Balance, January 1, 2025
47
52,750
77,816
(9,144
121,483
Other comprehensive income, net of tax
434
461
462
(955
(277
Warrant dividends declared ($0.20 per share)
(25
- 7 -
Consolidated Statements of Cash Flows (Unaudited)
For the six months ended June 30,
OPERATING ACTIVITIES
Adjustments to reconcile net income to net cash flows from operating activities:
Proceeds from sales of loans held-for-sale
8,680
5,573
Originations of loans held-for-sale
(8,399
(8,586
Realized (gains) losses on sales, redemptions and calls of:
(281
(148
Available-for-sale investment securities
Held-to-maturity investment securities
Marketable securities
(23
(638
Depreciation
752
823
Amortization of mortgage servicing rights
(4
Amortization of deferred loan fees and costs
46
36
Amortization of operating and finance leases, net
214
Amortization of deferred financing fees from subordinated debt
Earnings on bank owned life insurance
(586
(318
Net amortization of premiums and discounts on investment securities
(349
(93
Net amortization of premiums on intangible assets
Stock based compensation expense
460
Net change in accrued interest receivable
(183
Net change in other assets and liabilities
(3,365
(262
Net cash inflows from operating activities
2,105
1,960
INVESTING ACTIVITIES
Purchase of available-for-sale securities
(138,682
(54,842
Purchase of held-to-maturity securities
(16,858
Purchase of marketable securities
(156
(167
Purchase of Federal Home Loan Bank stock
(7,637
(7,520
Proceeds from redemption of Federal Home Loan Bank stock
3,262
6,832
Proceeds from maturities and principal reductions of available-for-sale securities
46,725
22,555
Proceeds from maturities and principal reductions of held-to-maturity securities
15,041
15,014
Proceeds from sales, redemptions and calls of:
Available-for-sale securities
3,194
3,830
2,516
Net change in loans
5,656
3,124
Purchase of premises and equipment
(413
(861
Net cash outflows from investing activities
(72,374
(27,013
FINANCING ACTIVITIES
Net change in demand deposits, NOW accounts, savings accounts, money management deposit accounts, MMDA accounts and escrow deposits
41,040
32,135
Net change in time deposits
(29,685
2,790
Net change in brokered deposits
(20,934
(17,562
Net change in short-term borrowings
81,000
14,500
Payments on long-term borrowings
(5,700
(14,155
Proceeds from long-term borrowings
8,064
Proceeds from exercise of stock options
Cash dividends paid to common voting shareholders
(968
(950
Cash dividends paid to common non-voting shareholders
Cash dividends paid on warrants
Net cash inflows from financing activities
65,149
24,956
Change in cash and cash equivalents
(5,120
(97
Cash and cash equivalents at beginning of period
31,572
Cash and cash equivalents at end of period
31,475
CASH PAID DURING THE PERIOD FOR:
Interest
14,649
16,131
Income taxes
750
500
NON-CASH INVESTING ACTIVITY
Fair value adjustment to loans held‑for‑sale
Transfer of loans to loans held-for-sale
3,161
- 8 -
Notes to Consolidated Financial Statements (Unaudited)
Note 1: Basis of Presentation
The accompanying unaudited consolidated financial statements of the Company, the Bank and its other wholly owned subsidiaries have been prepared in accordance with GAAP 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 GAAP. 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 2025 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 six months ended June 30, 2026 are not necessarily indicative of the results that may be expected for the full year ending December 31, 2026 or any other interim period.
The Company's consolidated financial statements are prepared in accordance with GAAP 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 -
Note 2: New Accounting Pronouncements
The FASB and, to a lesser extent, other authoritative rulemaking bodies promulgate GAAP to regulate the standards of accounting in the United States. From time to time, the FASB issues new GAAP standards (known as 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 June 30, 2026
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.
Financial Instruments - Credit Losses ASU 2025-08 (Topic 326): Purchased Loans
ASU 2025-08 simplifies accounting for acquired loans under CECL framework by expanding use of the gross-up method to a new category of purchased seasoned loans ("PSLs"). PSLs are acquired loans purchased more than 90 days after origination (or acquired in a business combination) when the acquirer was not involved in origination. For PSLs, an ACL is recorded at acquisition with an equal increase to amortized cost, eliminating Day 1 credit loss expense. Excludes credit cards, Topic 606 trade receivables, and debt securities.
The amendments in this update are effective for all entities for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods.
Management is currently evaluating the impact of adopting this guidance on the Company's consolidated financial statements.
Derivatives and Hedging ASU 2025-09 (Topic 815): Hedge Accounting Improvements
Provides targeted updates including a new “similar risk exposure” criterion for grouping forecasted transactions in cash flow hedges, an optional model for hedging forecasted interest payments on choose-your-rate debt, expanded eligibility to hedge price components and subcomponents of nonfinancial forecasted transactions using the clearly-and-closely-related principle, revised eligibility for certain compound derivatives containing written options, and corrected effectiveness assessment for dual hedges involving foreign-currency-denominated debt.
Public business entities are required to apply this guidance to annual reporting periods beginning after December 15, 2026, and interim periods within those annual reporting periods.
Codification Improvements ASU 2025-12
Makes targeted technical corrections and clarifications across the codification to address unintended application, outdated references, and minor inconsistencies. The ASU affects 33 issues spanning multiple topics, including EPS, beneficial interests, receivables, transfers and servicing, and not-for-profit accounting, and generally is not expected to significantly change current practice.
- 10 -
Note 3: Earnings per Common Share
Following shareholder approval received on June 4, 2021, the Company converted 1,380,283 shares of its 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 and non-voting common stock that are eligible to participate in dividends on an equal per share basis. Prior to their expiration on May 8, 2026, the Company also had warrants that participated in dividends on the same basis. 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 EPS 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.
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 six months ended June 30, 2026, and June 30, 2025, respectively.
The following table sets forth the calculation of basic and diluted EPS:
Three months ended June 30,
Six months ended June 30,
Series A Non-Voting Common Stock dividends
276
277
Warrant dividends
13
25
Undistributed earnings (losses) allocated to Participating Securities
(144
888
Net income available to common shareholders - Voting
2,068
3,904
2,283
Voting Common Stock dividends
490
480
978
955
1,595
(467
2,983
1,363
Net income available to common shareholders - Non-Voting
583
1,107
662
Basic weighted average common shares outstanding - Voting
4,890
4,769
4,865
4,759
Basic weighted average common shares outstanding - Series A Non-Voting
Diluted weighted average common shares outstanding - Voting
4,956
4,811
4,921
4,815
Diluted weighted average common shares outstanding - Series A Non-Voting
Basic and diluted earnings per common share - Voting
Basic and diluted earnings per common share - Series A Non-Voting
Diluted earnings per common share - Voting
Diluted earnings per common share - Series A Non-Voting
- 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:
U.S. Treasury, agencies and GSEs
63,014
179
(2,610
60,583
State and political subdivisions
35,132
199
(1,729
33,602
Corporate
9,301
166
(89
9,378
Asset backed securities
11,933
(51
11,883
Residential mortgage-backed - U.S. agency
115,696
(1,991
113,937
Collateralized mortgage obligations - U.S. agency
31,215
35
(876
30,374
Collateralized mortgage obligations - Private label
107,725
224
(1,765
106,184
374,016
1,036
(9,111
365,941
Equity investment securities:
Common stock - financial services industry
206
Total available-for-sale
374,222
Held-to-Maturity Portfolio
3,535
(211
3,324
14,496
(1,237
13,273
21,767
(1,273
20,499
9,107
(936
8,171
7,489
37
(391
7,135
9,734
(998
8,737
45,397
259
(784
44,872
111,525
316
(5,830
106,011
154
Total held-to-maturity, net of allowance for credit losses
December 31, 2025
67,067
408
(2,460
65,015
35,580
94
33,918
7,737
7,942
15,705
(112
15,612
49,632
437
(1,054
49,015
18,882
183
(682
18,383
87,832
513
(1,621
86,724
282,435
1,940
(7,766
276,609
282,641
3,559
3,397
14,594
(1,241
13,375
25,530
(1,345
24,199
15,064
16
(874
14,206
7,640
(371
7,311
10,035
2
(913
9,124
54,078
294
(786
53,586
130,500
390
(5,692
125,198
176
- 12 -
The amortized cost and estimated fair value of debt securities at June 30, 2026 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 ACL.
Due in one year or less
4,204
4,365
1,673
1,661
Due after one year through five years
31,840
29,241
20,935
20,443
Due after five years through ten years
12,619
12,076
11,921
10,875
Due after ten years
70,717
69,764
14,376
12,288
Sub-total
119,380
115,446
48,905
45,267
Totals
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
(Dollars in thousands)
Number of Individual Securities
Unrealized Losses
Fair Value
16,211
(2,529
25,375
41,586
20
(1,728
25,584
25,679
1,481
(85
673
3
2,154
(18
8,193
(33
2,452
10,645
32
(736
76,982
(1,255
15,079
44
92,061
(184
17,053
(692
7,122
24,175
(250
44,141
(1,515
23,987
68,128
74
(1,274
164,156
75
(7,837
100,272
149
264,428
296
(1,236
11,215
11,511
991
(1,272
12,786
15
13,777
4,775
(35
2,834
(356
3,209
6,043
8,471
5,592
(759
19,034
24,626
(62
9,713
(5,768
62,814
72,527
- 13 -
(63
17,336
(2,397
26,573
43,909
27,811
676
8,009
(84
5,199
11
13,208
(43
1,594
(1,011
19,946
21,540
(6
1,653
(676
6,156
7,809
(72
24,918
17
(1,549
18,869
43,787
(212
53,510
79
(7,554
105,230
102
158,740
(1,240
11,304
11,600
15,475
6,637
(20
2,868
(351
3,296
6,164
8,776
5,505
(763
20,011
25,516
8,669
(5,648
68,896
77,565
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 and 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 AFS or 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 NRSRO, and (4) the presence of contractual credit enhancements, if any, including the guarantee of the federal government or any of its agencies.
- 14 -
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 AOCI, 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 $374.2 million, had an aggregate fair value that was less than its aggregate amortized historical cost by $8.1 million, decreasing 2.2%, at June 30, 2026. The AFS securities portfolio, with an aggregate amortized historical cost of $282.6 million, had an aggregate fair value that was less than its aggregate amortized historical cost by $5.8 million, or a decrease of 2.1%, at December 31, 2025. The resultant $2.3 million increase in the difference between aggregate amortized cost and aggregate fair value of the AFS investment portfolio during the six months ended June 30, 2026, 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 six months ended June 30, 2026 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 $111.5 million, had an aggregate fair value that was less than its aggregate amortized historical cost by $5.5 million, decreasing 4.9%, at June 30, 2026. The portion of the investment securities portfolio, categorized as HTM, with an aggregate amortized historical cost of $130.5 million, had an aggregate fair value that was less than its aggregate amortized historical cost by $5.3 million, or a decrease of 4.1%, at December 31, 2025. The resultant $212,000 increase in the difference between aggregate amortized cost and aggregate fair value of the HTM investment portfolio during the six months ended June 30, 2026, 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 six months ended June 30, 2026 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 ACL on investment securities classified as HTM for the three months ended June 30, 2026 and 2025:
Government Issued and Government Sponsored Enterprise Securities
Mortgage and Asset-backed Securities
Securities Issued By State and Political Subdivisions
Corporate Securities
175
40
Allowance on purchased financial assets with credit deterioration
Charge-offs of securities
Recoveries
113
256
257
Provision for credit losses
262
- 15 -
The following tables represent a rollforward of the ACL on investment securities classified as HTM for the six months ended June 30, 2026 and 2025:
Balance, December 31, 2025
Balance, December 31, 2024
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 June 30, 2026 and December 31, 2025, aggregated by credit quality indicators:
AAA or equivalent
26,628
36,521
AA or equivalent, including securities issued by the United States Government or Government Sponsored Enterprises
40,493
32,443
A or equivalent
2,564
9,204
BBB or equivalent
5,217
7,488
BB or equivalent
1,492
1,490
Unrated
35,131
43,354
Gross realized losses on sales and redemptions of AFS and HTM securities for the indicated periods are detailed below:
For the three months ended June 30,
Realized gains on investments
Realized losses on investments
Total net realized losses
As of June 30, 2026 and December 31, 2025, securities with a fair value of $134.8 million and $118.3 million, respectively, were pledged to collateralize certain municipal deposit relationships. As of the same dates, securities with a fair value of $172.0 million and $121.3 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.
- 16 -
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 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
141
282
288
Expected return on plan assets
(274
(256
(548
(512
Amortization of prior service credits
(3
Amortization of net losses (gains)
71
Net periodic benefit plan (benefit) cost
(133
(76
(266
(153
The Company will evaluate the need for further contributions to the defined benefit pension plan during 2026. The prepaid pension asset of $9.5 million and $9.2 million as of June 30, 2026 and December 31, 2025 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
233,501
239,692
Construction
1,242
2,039
Total residential mortgage loans
234,743
241,731
Commercial loans:
Real estate
388,154
380,311
Lines of credit
77,886
75,371
Other commercial and industrial
75,987
81,210
Paycheck Protection Program loans
41
Tax exempt loans
2,512
6,716
Total commercial loans
544,580
543,671
Consumer loans:
Home equity and junior liens
53,219
49,783
Other consumer
57,232
62,825
Total consumer loans
110,451
112,608
Subtotal loans
889,774
898,010
Net deferred loan fees
(799
(1,340
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.
- 17 -
Periodically, the Bank acquires diversified pools of loans and participation interests in credit facilities, originated by unrelated third parties, as part of the Company’s overall balance sheet management strategies. During the first and second quarters of 2026, the Company acquired participation interests in two revolving commercial lines of credit. The following tables detail the purchased loan positions held by the Bank at June 30, 2026 and December 31, 2025. The date of earliest acquisition is depicted within the tables below:
(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
1-3
Home equity lines of credit (8/2019)
21,900
2,400
3-24
Residential real estate loans (12/2019)
4,300
3,800
15-25
Unsecured consumer loan pool 1 (12/2019)
5,400
0-1
Unsecured consumer installment loans pool 3 (12/2019)
10,300
0-7
145
Secured consumer installment loans pool 4 (12/2020)
7,700
(1,130
444
19-23
Unsecured consumer loans pool 5 (1/2021) 1
24,400
10,100
(288
535
5-20
1,461
Secured consumer installment loans (11/2021)
21,300
13,900
(2,410
759
15-23
1,061
Unsecured consumer loans pool 6 (11/2021) 1
22,200
12,800
(1,724
475
5-22
Revolving commercial line of credit 1 (7/2024)
1,050
14,000
Revolving commercial line of credit 2 (3/2026)
5,000
4,400
Revolving commercial line of credit 3 (5/2026)
360
10
137,510
69,891
(5,268
2,378
4,395
700
1-4
2,700
103
3,900
266
51
100
45
112
8,100
(1,189
452
20-23
24
10,800
(313
552
1,361
14,700
(2,537
771
803
13,500
(1,822
1,573
132,150
68,545
(5,573
2,467
3,976
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 $570,000 at June 30, 2026.
- 18 -
At June 30, 2026 and December 31, 2025, the ACL related to the purchased loan pools were $2.3 million and $2.8 million, respectively.
As of June 30, 2026, the Company had $105.5 million in residential and commercial real estate mortgage loans pledged to FHLB-NY, and $9.4 million in home equity loans pledged to the FRB-NY.
As of December 31, 2025, the Company had $108.4 million in residential and commercial real estate mortgage loans pledged to FHLB-NY, and $9.9 million in home equity loans pledged to FRB-NY.
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 2025 Annual Report filed with the SEC on March 30, 2026 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 ACL, 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 ACL. 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
- 19 -
The following tables present the classes of the loan portfolio as of June 30, 2026, 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
2024
2023
2022
Prior
Revolving loans
Revolving loans converted to term loans
Commercial real estate:
Pass
13,773
56,235
43,142
29,145
49,012
149,785
341,092
Special Mention
6,048
11,758
560
8,753
27,119
Substandard
3,474
824
1,232
7,247
7,116
19,893
Doubtful
Total commercial real estate
59,709
50,014
42,135
56,819
165,704
Commercial lines of credit:
65,788
3,979
69,767
5,965
147
6,112
1,915
78
1,993
Total commercial lines of credit
73,682
Other commercial and industrial:
4,572
12,463
12,084
9,573
10,240
12,526
2,304
63,762
916
1,168
2,026
463
4,573
189
170
4,938
5,297
2,355
Total other commercial and industrial
13,379
13,441
14,124
17,927
Paycheck Protection Program loans:
Total Paycheck Protection Program loans
Tax exempt loans:
2,150
Total tax exempt loans
1-4 family first-lien residential mortgages:
9,155
11,650
10,086
13,596
24,944
159,380
228,811
2,070
2,349
1,495
1,592
107
642
749
Total 1-4 family first-lien residential mortgages
11,773
13,703
25,197
163,587
Residential construction:
533
709
Total residential construction
Home equity and junior liens:
3,511
1,850
2,243
3,112
2,554
11,604
25,800
1,137
51,811
52
202
840
1,069
Total home equity and junior liens
3,152
2,810
11,870
26,640
1,143
Other Consumer:
1,170
2,135
1,905
47,002
1,985
2,840
57,037
26
104
91
Total other consumer
1,958
1,986
2,981
84
57
(158
(818
32,798
91,762
77,786
120,110
96,894
361,652
102,626
5,347
- 20 -
The following tables present the classes of the loan portfolio as of December 31, 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:
2021
49,693
42,604
29,527
51,634
35,764
121,653
330,875
6,113
11,761
7,747
4,875
30,496
830
1,235
2,220
8,456
2,674
18,889
53,167
49,547
42,523
61,601
44,220
129,253
64,594
67,110
6,080
2,119
2,166
72,808
2,563
14,970
14,164
12,205
11,416
2,234
12,413
999
68,401
959
1,422
2,013
1,339
5,754
310
4,192
4,700
15,929
15,775
16,883
2,264
17,944
2,619
4,093
14,993
10,769
14,905
26,481
42,090
125,533
234,771
160
949
1,317
2,549
89
1,429
1,725
15,116
15,012
26,741
43,128
128,926
4,623
2,502
3,298
2,694
2,517
10,459
21,313
883
48,289
205
382
208
865
1,100
3,339
2,926
2,529
10,733
22,242
889
2,738
2,407
51,295
2,665
1,414
2,033
62,552
152
65
121
2,748
2,474
51,310
2,690
1,479
2,124
(170
(694
95,870
81,133
129,058
105,204
93,462
292,442
96,049
3,452
- 21 -
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.
An aging analysis of past due loans, not including net deferred loan costs, segregated by portfolio segment and class of loans, as of June 30, 2026 and December 31, 2025, are detailed in the following tables:
As of June 30, 2026
30-59 Days
60-89 Days
90 Days
Total Loans
Past Due
and Over
Current
Receivable
2,734
847
2,080
5,661
227,840
229,082
22,762
23,932
364,222
1,885
2,089
75,797
265
8,065
8,544
67,443
1,539
32,712
34,565
510,015
520
511
1,263
51,956
589
471
407
1,467
55,765
1,109
918
2,730
107,721
Total loans
5,382
1,864
35,710
42,956
846,818
As of December 31, 2025
2,871
2,934
1,977
7,782
231,910
233,949
9,042
7,461
15,567
32,070
348,241
1,135
1,579
73,792
315
508
7,914
72,473
9,801
7,969
24,616
42,386
501,285
615
537
1,381
48,402
649
399
431
61,346
1,264
968
2,860
109,748
13,936
11,531
27,561
53,028
844,982
- 22 -
As of June 30, 2026 and December 31, 2025, 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 six months ended June 30, 2026
Nonaccrual Loans
Nonaccrual loans without related allowance for credit loss
Recognized interest income
11,222
184
11,406
82
Total nonaccrual loans
124
As of and for the year ended December 31, 2025
108
4,853
109
449
986
1,158
At June 30, 2026, the Bank's 86 nonperforming loans represented 4.0% of total loans, with an aggregate outstanding balance of $35.7 million, as compared to 88 loans, representing 3.1% of total loans, with an aggregate outstanding balance of $27.6 million at December 31, 2025. The increase primarily reflected certain legacy loans associated with two commercial relationships that may have been less than 90 days delinquent but were identified as having unique risk characteristics through the Company’s previously disclosed comprehensive review of approximately 90% of the Bank’s commercial portfolio in 2025. Specific reserves for these exposures were established prior to 2026.
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 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 ACL.
- 23 -
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 ACL or as a charge-off to the ACL in the current period.
Because the effect of most loan modifications made with borrowers experiencing financial difficulty is already included in the ACL, a change to the ACL 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 difficulty outstanding as of June 30, 2026 related to four borrowers that were granted either maturity extensions or an interest rate modification. There were no commercial loan modifications made to borrowers experiencing financial difficulty during the three months ended June 30, 2026. During the six months ended June 30, 2026, one borrower was granted a term extension. 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 as of June 30, 2026. There were two borrowers experiencing financial difficulty that were granted loan modifications during the three months ended June 30, 2025, and three borrowers during the six months ended June 30, 2025.
- 24 -
The following tables present the amortized cost basis of loans modified for borrowers experiencing financial difficulty, by class and by type of modification.
Three Months Ended June 30, 2026
Three Months Ended June 30, 2025
Term Extension
Total Class of Receivable
Residential mortgage loans
Commercial real estate
Commercial lines of credit
Commercial and industrial
2,369
2.8
%
Home equity and consumer
0.0
As of June 30, 2025
2,017
0.5
3.1
2,380
4,386
3.3
Interest Rate Reduction
11,495
3.0
1,305
1.7
4.7
- 25 -
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 allowance for credit losses. PCL was a benefit of $155,000 for the three month period ended June 30, 2026, as compared to a $1.2 million PCL expense for the three month period ended June 30, 2025. For the first six months of 2026, the Company recorded a PCL benefit of $323,000, as compared to a $1.7 million PCL expense in the first six months of the prior year.
PCL decreased $1.4 million for the three months ended June 30, 2026 compared to the same period in 2025. During the second quarter of 2026, the Company recorded a $182,000 reduction in reserves related to its loan portfolio and a $22,000 reduction in reserves related to held-to-maturity securities, partially offset by a $49,000 increase in reserves for unfunded commitments. The net benefit recorded during the quarter was primarily influenced by the level of average loans outstanding in the period and the risk-based reserve build undertaken in the second half of 2025 to absorb future loss resolution activity related to commercial IALs.
The following tables summarize the activity related to the ACL as of and for the three and six months ended June 30, 2026 and 2025:
Reserves as of March 31, 2026
Q2 2026 Charge-Offs
Q2 2026 Recoveries
Q2 2026 PCL
Reserves as of June 30, 2026
Individually evaluated
18,472
(1,604
(199
16,687
Collectively evaluated:
Overdraft
(29
Pooled - quantitative
9,274
(146
9,164
Pooled - qualitative
(1,229
(11
Purchased
2,449
(383
243
2,309
Total ACL - Loans
28,966
(2,162
298
ACL - Held-To-Maturity Securities
Other Liabilities - Unfunded Commitments
637
Total ACL
29,730
27,711
Reserves as of March 31, 2025
Q2 2025 Charge-Offs
Q2 2025 Recoveries
Q2 2025 PCL
Reserves as of June 30, 2025
2,490
(151
2,339
6,638
(2,371
54
2,217
6,538
4,428
(911
3,517
3,851
(445
3,589
17,407
(2,844
247
15,983
503
522
18,167
16,767
- 26 -
Six Months Ended June 30, 2026
Reserves as of December 31, 2025
2026 Charge-Offs
2026 Recoveries
2026 PCL
18,142
(1,725
252
(66
55
8,336
(353
448
733
168
(1,408
(783
302
(2,927
779
570
30,182
Six Months Ended June 30, 2025
Reserves as of December 31, 2024
2025 Charge-Offs
2025 Recoveries
2025 PCL
2,485
6,570
(2,634
2,528
4,269
(752
3,919
(652
322
17,243
(3,352
415
550
18,050
Summarized in the tables below are changes in the ACL 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 June 30, 2026
1-4 family first-lien residential mortgage
Residential construction mortgage
Paycheck Protection Program
Tax exempt
Home equity & junior liens
Allowance for credit losses:
Beginning Balance
1,890
678
11,760
2,729
8,810
587
2,507
Charge-offs
(1,584
(48
(530
173
Provisions (credits)
1,176
356
(1,747
Ending balance
1,896
532
11,374
3,086
7,075
710
2,244
Ending balance: related to loans individually evaluated
7,223
2,940
6,287
237
Ending balance: related to loans collectively evaluated
4,151
146
788
473
10,233
Loans receivables:
Ending balance, gross
Ending balance: individually evaluated
819
52,308
9,367
15,551
599
78,644
Ending balance: collectively evaluated
232,682
335,846
68,519
60,436
52,620
811,130
- 27 -
As of and for the three months ended June 30, 2025
1,433
504
7,079
911
2,848
694
3,936
(868
(195
(1,243
(501
163
(80
1,058
1,342
543
6,396
2,671
663
3,613
135
810
2,294
1,207
5,586
681
13,689
240,833
3,520
381,575
75,487
85,578
85
6,349
49,339
68,439
911,205
1,903
5,160
974
3,567
529
12,133
238,930
376,415
74,513
82,011
48,810
899,072
2,141
474
10,580
3,698
9,064
705
2,769
(1,600
(96
(126
(948
90
270
(235
58
2,007
(518
(1,890
59
153
As of and for the six months ended June 30, 2025
592
6,746
2,879
715
4,091
(287
(1,323
(24
(837
(3,351
414
(117
(49
505
273
1,104
(75
The Company’s methodology for determining its ACL includes an analysis of qualitative factors that are added to the historical loss rates in arriving at the total ACL needed for collectively evaluated 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 loan 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 ACL analysis and calculation.
- 28 -
The allocation of the ACL summarized on the basis of the Company’s calculation methodology was as follows:
Specifically reserved
2,073
18,996
Historical loss rate
2,148
581
4,884
927
275
Qualitative factors
(252
(733
(27
(139
(38
6,523
3,519
7,913
394
2,583
20,932
2,332
3,858
165
1,038
(191
Collateral Dependent Loans
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 June 30, 2026 and December 31, 2025:
34,182
54,008
Residential (1-4 family) first mortgages
613
Home equity loans and lines of credit
Consumer loans
89,402
- 29 -
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 June 30, 2026 and December 31, 2025, the Company reported $937,000 and $698,000, 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 $3.2 million and $3.4 million of standby letters of credit as of June 30, 2026 and December 31, 2025, 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.
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 AFS 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.
- 30 -
The Company holds two corporate investment securities with an amortized historical cost of $4.0 million and an aggregate fair market value of $4.2 million as of June 30, 2026. These securities have an aggregate valuation that is determined using published 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 three limited partnership investments managed by an unrelated third party with an aggregate fair market value of $6.2 million and $6.0 million as of June 30, 2026 and December 31, 2025, 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 NAV valuation techniques. Unrealized changes in the fair value of these investments are recorded in earnings 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 DCF 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 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: Individually evaluated loans are those loans in which the Company has measured potential credit losses 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 DCF based upon expected proceeds. These appraisals may include up to three approaches to determine fair 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. Individually evaluated loans are subject to nonrecurring fair value adjustments upon initial recognition or subsequent impairment. A portion of the ACL is allocated to individually evaluated loans if the value of such loans is deemed to be less than the unpaid balance.
- 31 -
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:
Level 1
Level 2
Level 3
Total Fair Value
5,176
Corporate issuances measured at NAV
4,202
361,739
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)
3,893
3,753
4,189
272,420
1,506
Pathfinder Bank had the following assets measured at fair value on a nonrecurring basis as of June 30, 2026 and December 31, 2025:
Individually evaluated loans
9,956
48,649
- 32 -
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 at June 30, 2026
Valuation Techniques
Unobservable Input
Range (Weighted Avg.)
Appraisal of collateral
10% -58% (32%)
Costs to Sell
21% - 24% (22%)
Quantitative Information about Level 3 Fair Value Measurements at December 31, 2025
5% - 97% (48%)
There have been no transfers of assets into or out of any fair value measurement level during the three or six months ended June 30, 2026 or 2025.
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, Fair Value Measurements, 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 DCF 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.
- 33 -
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 DCF 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-NY 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 DCF 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:
Fair Value Hierarchy
Carrying Amounts
Estimated Fair Values
Financial assets:
Cash and cash equivalents
Investment securities - available-for-sale
361,945
272,626
Investment securities - marketable equity
Investment securities - held-to-maturity
Federal Home Loan Bank stock
Net loans
838,572
842,116
Interest rate derivative fair value hedges receivable - AFS investments
2,035
1,214
Interest rate derivative fair value hedges receivable - loans
1,858
292
Financial liabilities:
Demand Deposits, Savings, NOW and MMDA
779,909
731,868
Time Deposits
394,360
393,346
451,980
451,357
Borrowings
133,374
133,347
58,074
58,107
29,609
29,689
- 34 -
Note 11: Interest Rate Derivatives
The Company is exposed to certain risks related 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 June 30, 2026 or December 31, 2025.
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. 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 represent 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 differences 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 AOCI 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 differences 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 June 30, 2026 or December 31, 2025.
- 35 -
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 June 30, 2026 and December 31, 2025:
Hedge-Adjusted Carrying Amount of the Hedged Assets at June 30, 2026
Cumulative Amount of Fair Value Hedging Adjustment Subtracted from Carrying Amount of the Hedged Assets at June 30, 2026
Hedge-Adjusted Carrying Amount of the Hedged Assets at December 31, 2025
Cumulative Amount of Fair Value Hedging Adjustment Subtracted from Carrying Amount of the Hedged Assets at December 31, 2025
Line item on the balance sheet in which the hedged item is included:
Available-for-sale securities (1)
69,132
68,917
Loans receivable (2)
105,764
120,574
The Company's hedging contracts accounted for as fair value hedges, increased the yield on investment securities and loans by 0.05% and 0.03%, respectively, in the six months ended June 30, 2026. The Company's hedging contracts accounted for as fair value hedges, increased the yield on investment securities and loans by 0.15% and 0.12%, respectively, in the six months ended June 30, 2025.
- 36 -
The following tables summarize the net effects of the Company's fair value and cash flow hedges for the six months ended June 30, 2026 and June 30, 2025, respectively:
Fair Value Hedges for the six months ended June 30, 2026
Average Notional Balance
Period Ending Notional Balance
Net Cash Received Recorded In Net Income
Fair Value Receivable at Period End
Investments
68,605
67,747
209
110,205
108,184
178,810
175,931
359
Fair Value Hedges for the six months ended June 30, 2025
78,683
82,056
623
1,379
125,599
123,314
329
204,282
205,370
1,166
1,708
Cash Flow Hedges for the six months ended June 30, 2026
Borrowed Funds
120
Cash Flow Hedges for the six months ended June 30, 2025
162
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. Of this total gain, $458,000 was recognized as a reduction of interest expense in substantially equal monthly installments through April 30, 2026, consistent with the original maturity of the associated hedging contracts. The remaining $308,000 continues to be recognized as a reduction of interest expense in substantially equal monthly installments through April 30, 2027.
The amounts of hedge ineffectiveness, recognized at June 30, 2026 and December 31, 2025 for cash flow hedges were not material to the Company’s consolidated results of operations. A portion of, or the entire amount included in AOCI 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 June 30, 2026.
- 37 -
Note 12: Accumulated Other Comprehensive (Loss) Income
Changes in the components of AOCI, net of tax, for the periods indicated are summarized in the tables below.
For the three months ended June 30, 2026
Net Unrealized Loss on Retirement Plans
Unrealized Loss on Available-for-Sale Securities
Unrealized Gain on Derivatives and Hedging Activities
Beginning balance
(1,219
(5,590
Other comprehensive loss before reclassifications
(375
(32
(407
Amounts reclassified from AOCI
(1,220
(5,965
For the three months ended June 30, 2025
(1,967
(6,801
336
(60
(451
(1,942
(7,192
For the six months ended June 30, 2026
(1,218
(4,303
(1,662
(92
(1,754
For the six months ended June 30, 2025
(1,992
(7,548
396
Other comprehensive income (loss) before reclassifications
352
(120
- 38 -
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 gains (losses) recognized in plan expenses 2
(34
(67
Net Income
(50
Realized losses on sale of securities
1 Amounts in parentheses indicate debits in net income.
2 These items are included in net periodic pension cost. See Note 5 for additional information.
- 39 -
Note 13: Noninterest Income
The Company has included the following table regarding the Company’s noninterest income for the periods presented.
Insufficient funds fees
433
422
Deposit related fees
133
272
ATM fees
30
Total service charges on deposit accounts
Fee Income
Investment services revenue
ATM fees surcharge
128
Banking house rents collected
111
92
223
Total fee income
195
351
430
Card income
Merchant card fees
Total card income
355
207
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
438
346
Subtotal
925
950
1,901
1,737
Earnings and gains on bank owned life insurance
Net losses on sales and redemptions of investment securities
Fair value adjustment to loans held-for-sale
Other miscellaneous income
The following is a discussion of key revenues within the scope of ASC 606 guidance:
- 40 -
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 1 year up to 27 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
Finance lease cost
425
850
859
Total lease cost
464
472
928
951
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
70
Operating cash flows from finance leases
Financing cash flows from finance leases
116
222
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
18.10 years
18.11 years
Finance leases
20.54 years
21.02 years
Weighted Average Discount Rate:
4.03
4.02
6.02
As of June 30, 2026, future maturities of lease liabilities are as follows:
Twelve Months Ending June 30,
Operating Leases
Finance Leases
2027
2028
406
2029
88
432
2030
457
2031
Thereafter
14,036
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 $111,000 and $92,000 for the three months ended June 30, 2026 and 2025, respectively. Lease rental income was $223,000 and $153,000 for the six months ended June 30, 2026 and 2025, respectively. All rental agreements with lessees are accounted for as operating leases.
- 41 -
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 the Bank, a New York State chartered commercial bank, which is 100% owned by the Company. The Bank has two wholly owned operating subsidiaries, PRMC and Whispering Oaks. All significant inter-company accounts and activity have been eliminated in consolidation.
At June 30, 2026, the Company and subsidiaries had total consolidated assets of $1.49 billion, total consolidated liabilities of $1.37 billion and shareholders' equity of $125.7 million.
The following discussion reviews the Company's financial condition at June 30, 2026 and the results of operations for the three and six month periods ended June 30, 2026 and 2025. Operating results for the three and six months ended June 30, 2026 are not necessarily indicative of the results that may be expected for the year ending December 31, 2026 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 2025 Annual Report filed with the SEC on March 30, 2026 (“the consolidated annual financial statements”) as of December 31, 2025 and 2024 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.
Cautionary Note Regarding Forward-Looking Statements
Certain statements contained herein are “forward looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements concern the financial condition, results of operations, plans, objectives, future performance and business of the Company and its subsidiaries, including, but not limited to, the Bank.
Forward-looking statements are generally identified by use of the words “believes,” “expect,” “intend,” “anticipate,” “estimate,” “project” or similar expressions, or future or conditional verbs, such as “will,” “would,” “should,” “could,” or “may.” These forward-looking statements are based on current beliefs and expectations of the Company’s and the Bank’s management and are inherently subject to significant business, economic, competitive and regulatory uncertainties and contingencies, many of which are beyond the Company’s and the Bank’s control. In addition, these forward-looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change.
Actual results may differ materially from those expressed or implied by the forward-looking statements as a result of numerous factors. Although it is not possible to identify all factors that may cause actual results to differ materially from those described in forward-looking statements, factors that may cause actual results to differ materially include, but are not limited to: (i) risks related to the real estate and economic environment, particularly in the market areas in which the Company and the Bank operate; (ii) fiscal and monetary policies of the U.S. Government; (iii) inflation; (iv) changes in prevailing interest rates; (v) changes in government regulations affecting financial institutions, including regulatory compliance costs and capital requirements; (vi) the risk that actual credit losses, borrower performance, collateral values, or loan migration patterns differ from management’s forward-looking estimates or assumptions; (vii) fluctuations in the adequacy of the ACL; (viii) decreases in deposit levels or changes in deposit mix that may necessitate increased borrowing to fund loans and investments; (ix) access to wholesale or other funding sources; (x) operational risks including, cybersecurity threats, fraud, model risk and natural disasters; (xi) credit risk management; (xii) political developments, wars or other hostilities that may disrupt financial markets or economic conditions; (xiii) volatility or adverse trends in the securities markets that could affect the value of the Company’s investment portfolio or broader financial conditions; (xiv) delays or incomplete resolution of regulatory matters or supervisory issues that could impact the Company’s planning or operations; (xv) the outcome of regulatory or legal investigations, proceedings or other matters that may arise from time to time; and (xvi) the risk that the Company may not be successful in the implementation of its business strategy.
Additional factors that could cause actual results to differ materially are described in other periodic filings with the SEC, which are available at the SEC’s website, www.sec.gov. While the Company believes it has identified and discussed the material risks affecting its business, there may be additional risks and uncertainties not currently known or considered immaterial that could affect the forward-looking statements made herein.
Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as predictions of future
- 42 -
results. Any forward-looking statement speaks only as of the date on which it is made, and the Company undertakes no obligation to update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise, except as required by applicable law.
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 ACL, 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 Company applies ASC 326, Financial Instruments—Credit Losses, to account for its ACL on loans in accordance with CECL methodology. The ACL on loans and unfunded commitments is a valuation allowance for management’s estimate of expected credit losses in the loan portfolio and commitments to extend credit. Determining the amount of the ACL requires significant judgment on the part of management and 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, as correlated to historical economic metrics and in consideration of current economic trends and conditions, and other qualitative factors, all of which may be susceptible to significant change.
The Company establishes a specific allowance for all troubled credits identified through both normal and targeted credit review processes. Loans recognized within the internal review are identified as being individually evaluated and excluded from collective pools. Individually evaluated loans are considered to have unique risk characteristics when their risk profile, repayment characteristics, or loss exposure are sufficiently distinct such that inclusion in a pooled evaluation would not appropriately reflect its expected credit loss. Factors that may result in such classification include, but are not limited to, borrower-specific financial stress or credit deterioration, nonaccrual status or sustained delinquency, bankruptcy, insolvency, or restructuring proceedings, reliance on a single or materially weakened source of repayment, material adverse changes in collateral value, condition, or marketability, collateral dependency, unique or non-standard loan structures or modifications, adverse changes in guarantor support, or other circumstances indicating the loan no longer shares similar risk characteristics with the pool. For individually evaluated loans, management measures credit losses using a DCF approach, collateral-dependent valuation techniques, observable market pricing (when available), or other methods permitted under ASC 326 that reasonably estimate expected credit losses based on the specific facts and circumstances of the loan. The selected methodology is applied consistently and is based on the specific facts and circumstances of each loan. At June 30, 2026, the Bank had 117 individually evaluated loans totaling $78.6 million. Each of these loans was evaluated using a collateral-dependent methodology. No individually evaluated loans were measured using the present value of expected future cash flows or another methodology permitted under ASC 326. For all other loans, the Company applies a collective evaluation methodology designed to estimate lifetime expected credit losses for pools of loans that share similar risk characteristics.
The Company utilizes the DCF method for its pooled segment calculation. The DCF method implements a probability of default and 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 ACL.
Management also considers Qualitative Factors that are likely to cause estimated credit losses with the Company’s existing portfolio to differ from historical loss experience, including but not limited to: national and local economic trends and conditions, levels and trends in delinquencies, non-accrual loans and classified assets, trends in volume, terms and concentrations of loans, changes in lending policies
- 43 -
and procedures, quality of credit review function and administration, and changes in regulatory environment, management, markets and product offerings. On a quarterly basis, the Company assesses the magnitude of QF adjustments necessary to be applied to the quantitatively-derived ACL in order to incorporate forward-looking projections in its final evaluation of current expected credit losses.
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 June 30, 2026, the Bank held $544.6 million in commercial real estate and commercial & industrial loans (collectively, commercial loans) representing 61.3% of the Bank’s entire loan portfolio. The Bank allocated $21.5 million of the ACL to these commercial loans, which included a net qualitative adjustment that reduced the ACL by approximately $899,000 in the first half of 2026. 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 $225,000, 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 June 30, 2026 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, BOLI, 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 AFS or 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 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 AOCI, 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 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.
- 44 -
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. Based on the December 31, 2025 evaluation, management has determined that the carrying value of goodwill was not impaired as of that date. 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 June 29, 2026, 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 relating to the fiscal quarter ended June 30, 2026. The dividends were payable to all shareholders of record on July 17, 2026 and were paid on August 7, 2026.
Summary of 2026 Second Quarter Results
The Company recorded net income of $2.7 million, or $0.42 per diluted share, for the three months ended June 30, 2026, compared to $31,000, or less than $0.01 per diluted share, for the three months ended June 30, 2025. The increase in net income was primarily attributable to the absence of a $3.1 million pre-tax LOCOM adjustment recorded in the second quarter of 2025 related to the July 2025 sale of $9.3 million of nonperforming and classified loans associated with one local commercial relationship. The adjustment reduced second quarter 2025 earnings by $2.5 million after tax, or $0.40 per diluted share.
Net interest income before PCL decreased $278,000, or 2.6%, to $10.5 million for the three months ended June 30, 2026, as compared to the same period in 2025. This decrease was primarily the result of a decrease in interest and dividend income of $1.1 million, partially offset by a decrease in interest expense of $836,000.
Interest and dividend income declined $1.1 million to $18.1 million for the second quarter of 2026, as compared to the second quarter of 2025. This decrease was primarily driven by a $21.9 million decline in average interest-earning asset balances and an average yield decrease of 24 bps on all interest-earning assets. Average loan yields declined 16 bps due primarily to maturities and payoffs of higher-yielding loans and elevated nonperforming loan balances for which specific reserves were established as appropriate prior to the second quarter of 2026, while the average yield on taxable securities decreased 33 bps, reflecting lower average balances and a declining rate environment. Compared to the year-ago quarter, decreases in loan interest income, taxable securities income, and tax-exempt securities income of $536,000, $602,000, and $97,000, respectively, were partially offset by higher dividend income and income from federal funds sold and interest-earning deposits.
Interest expense decreased $836,000 to $7.5 million during the second quarter of 2026 compared to the prior-year quarter. The decrease was primarily attributable to a 22 bps decline in the average cost of total interest-bearing liabilities, including a 33 bps reduction in the average cost of interest-bearing deposits. These favorable changes were partially offset by a 7 bps increase in the average cost of borrowings, as well as a 218 bps increase in the average cost of subordinated debt that reset from fixed-rate to floating-rate interest after October 15, 2025.
NIM was 3.08% for the three months ended June 30, 2026, compared to 3.11% in the year-ago period. The decrease of 3 bps primarily reflected lower earning asset yields that more than offset the reduction in the cost of interest-bearing deposits and other liabilities.
PCL was a benefit of $155,000 in the second quarter of 2026, attributed to the level of average loans outstanding in the period and the risk-based reserve build undertaken in the second half of 2025 to absorb future loss resolution activity related to commercial IALs, resulting in a modest reserve release during the period. Provision expense was $1.2 million in the year-ago quarter. 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 was $1.2 million for the second quarter of 2026, compared to negative $1.5 million in the same period of 2025. The year-over-year increase primarily reflected the absence of the $3.1 million LOCOM adjustment on loans held for sale recognized during the second quarter of 2025.
- 45 -
Compared to the prior-year quarter, noninterest income for the second quarter of 2026 reflected increases of $174,000 in earnings and gains on BOLI, $12,000 in gains on sales of loans and foreclosed real estate, and modest increases in debit card interchange fees and service charges on deposit accounts. These increases were partially offset by a $29,000 decrease in loan servicing fees. Net unrealized gains on marketable equity securities, which include three limited partnership equity method investments, decreased $473,000 from the year-ago quarter, remaining a variable contributor to noninterest income.
Noninterest expense totaled $8.7 million in the second quarter of 2026, increasing $601,000, or 7.5%, from $8.1 million in the second quarter of 2025. Salaries and benefits expense increased compared to the year-ago quarter, reflecting higher staffing levels and increased compensation-related costs, partially offset by favorable non-operating items, including recoveries from medical claim refunds under the Company's self-insured health plan. The increase was also driven by higher building and occupancy, data processing, and other operating expenses.
Other expenses increased primarily due to higher employee travel, training, and professional development costs, as well as higher mortgage recording tax, liability insurance, and business development expenses. Year-over-year comparisons also reflect FDIC assessments, which were zero in the second quarter of 2025, due to modest over-accruals in prior periods. Normalized FDIC assessment accruals have been recorded since June 30, 2025, including $232,000 in the second quarter of 2026.
For the second quarter of 2026, annualized noninterest expense represented 2.39% of average assets, compared to 2.18% in the year-ago period. The efficiency ratio was 74.26% for the second quarter of 2026, compared to 65.66% in the year-ago period. As the Company continues to maintain well-controlled noninterest expenses, the efficiency ratio was elevated during the second quarter of 2026 due to reduced revenues, which the Company views as temporary. In addition, the absence of FDIC assessment expense in the second quarter of 2025, due to modest over-accruals in prior periods, contributed to a lower efficiency ratio in the year-ago quarter. 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 noninterest expense as a percentage of total revenue.
- 46 -
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 NIM result from the interaction between the volume and composition of interest-earning assets, interest-bearing liabilities, related yields, and associated funding costs.
The following table sets 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 table has 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.
Unaudited
Average
Average Yield /
Balance
Cost
Interest-earning assets:
899,975
5.59
911,347
5.75
420,211
5,007
4.77
435,022
5,543
5.10
33,088
4.45
34,314
5.42
Federal funds sold and interest-earning deposits
15,622
3.15
10,070
2.70
Total interest-earning assets
1,368,896
5.28
1,390,753
5.52
Noninterest-earning assets:
120,721
118,280
Allowance for credit losses
(28,853
(17,342
Net unrealized losses on available-for-sale securities
(8,045
(10,838
1,452,719
1,480,853
Interest-bearing liabilities:
NOW accounts
123,208
321
1.04
113,994
1.25
Money management accounts
0.09
10,302
0.12
MMDA accounts
319,863
2,168
2.71
298,907
2,425
3.25
Savings and club accounts
126,652
0.22
129,736
0.25
Time deposits
418,106
3,621
3.46
489,490
4,452
3.64
8.58
30,173
6.40
75,195
3.74
61,803
567
3.67
Total interest-bearing liabilities
1,101,650
2.73
1,134,405
2.95
Noninterest-bearing liabilities:
Demand deposits
196,289
192,186
30,050
29,037
1,327,989
1,355,628
124,730
125,225
Total liabilities & shareholders' equity
Net interest rate spread
2.55
2.57
Net interest margin
3.08
3.11
Ratio of average interest-earning assets to average interest-bearing liabilities
124.26
122.60
- 47 -
901,047
5.53
913,658
5.86
398,829
9,655
4.84
425,841
10,821
5.08
33,279
4.22
34,394
5.04
18,367
3.10
11,497
1,351,522
5.26
1,385,390
5.58
120,620
116,590
(29,143
(17,377
(6,809
(10,395
1,436,190
1,474,208
124,217
616
0.99
112,720
654
1.16
8,789
10,602
309,268
4,144
2.68
277,664
4,385
3.16
125,968
140
129,752
429,659
7,411
3.45
494,200
9,056
3.66
8.60
30,149
6.36
57,686
1,083
3.75
66,165
1,177
3.56
1,085,742
1,121,252
2.92
195,147
199,123
30,928
29,497
1,311,817
1,349,872
124,373
124,336
2.66
3.09
3.21
124.48
123.56
Net interest income before PCL was $10.5 million for the second quarter of 2026, down $278,000, or 2.6%, from $10.8 million in the second quarter of 2025. NIM was 3.08% for the three months ended June 30, 2026, decreasing 3 bps from the year-ago quarter. The decrease of 3 bps primarily reflects lower earning asset yields that more than offset the reduction in the cost of interest-bearing deposits and other liabilities.
Total interest and dividend income decreased $1.1 million to $18.1 million from $19.2 million for the three months ended June 30, 2026 and 2025, respectively. The decrease in total interest income was primarily attributed to a $21.9 million decline in average earning asset balances and an average yield decrease of 24 bps on all interest-earning assets. Average loan yields decreased 16 bps from the year-ago period, driven by maturities and payoffs of higher-yielding loans and elevated nonperforming loans. A 33 bps decrease in taxable securities average yield reflected lower average taxable securities balances and a declining rate environment. Total average interest-earning assets declined $21.9 million to $1.37 billion for the second quarter of 2026, compared to $1.39 billion one year ago. The decrease from the second quarter of 2025 was driven by lower average balances of loans, taxable securities, and tax-exempt securities, which declined $11.4 million, $14.8 million, and $1.2 million, respectively, partially offset by a $5.5 million increase in average balances of federal funds sold and interest-earning deposits.
Total interest expense decreased $836,000 to $7.5 million from $8.4 million for the three months ended June 30, 2026 and 2025, respectively. The decrease was primarily attributed to a 22 bps decline in the average cost of total interest-bearing liabilities, which included a reduction of 33 bps in the average cost of interest-bearing deposits. This was partially offset by an increase of 7 bps in the average cost of borrowings, as well as 218 bps in the average cost of subordinated debt that reset from fixed-rate to floating-rate after October 15, 2025. Total average interest-bearing liabilities decreased $32.8 million from the same period one year ago. This decrease was driven by lower average balances of time deposits, savings deposits, and money market accounts, which declined $71.4 million, $3.1 million, and $1.8 million, respectively, partially offset by increases in average MMDA deposits, NOW deposits, and borrowings of $20.9 million, $9.2 million, and $13.4 million, respectively.
- 48 -
Net interest income before PCL was $20.9 million for the six months ended June 30, 2026, down $1.3 million, or 6.1%, when compared to the same six-month period of 2025. NIM was 3.09%, a decrease of 12 bps from 3.21%, for the six months ended June 30, 2026 and 2025, respectively. The decrease of 12 bps primarily reflects lower earning asset yields that more than offset the reduction in the cost of interest-bearing deposits and other liabilities.
Total interest and dividend income decreased $3.1 million to $35.6 million from $38.6 million for the six months ended June 30, 2026 and 2025, respectively. The decrease in total interest income was primarily attributed to a $33.9 million decline in average interest-earning asset balances and an average yield decrease of 32 bps on all interest-earning assets. Average loan yields decreased 33 bps when compared to the same period last year, driven by maturities and payoffs of higher-yielding loans and elevated nonperforming loans for which specific reserves were established as appropriate prior to the second quarter of 2026. A 24 bps decrease in taxable securities average yield reflected a decline in average taxable securities balances and a declining rate environment. Total average interest-earning assets decreased $33.9 million to $1.35 billion for the six months ended June 30, 2026, compared to $1.39 billion for the same period in 2025. The decrease was driven by lower average balances of taxable investment securities, loans, and tax-exempt investment securities, which declined $27.0 million, $12.6 million, and $1.1 million, respectively, partially offset by a $6.8 million increase in average federal funds sold and interest-earning deposits.
Total interest expense decreased $1.7 million to $14.7 million from $16.4 million for the six months ended June 30, 2026 and 2025, respectively. The decrease was primarily attributed to a 21 bps decline in the average cost of total interest-bearing liabilities, which included a reduction of 31 bps in the average cost of interest-bearing deposits. This was partially offset by an increase of 19 bps in the average cost of borrowings, as well as 224 bps in the average cost of subordinated debt that reset from fixed-rate to floating-rate after October 15, 2025. Total average interest-bearing liabilities decreased $35.5 million for the six months ended June 30, 2026, compared to the same period in 2025. The decrease was driven by lower average balances of time deposits, borrowings, savings deposits, and money market accounts of $64.5 million, $8.5 million, $3.8 million, and $1.8 million, respectively, partially offset by increases in average MMDA deposits and NOW deposits of $31.6 million and $11.5 million, respectively.
- 49 -
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.
2026 vs. 2025
Increase/(Decrease) Due to
Increase
Volume
Rate
(Decrease)
Interest Income:
(374
(536
(366
(1,485
(1,851
(185
(668
(498
(1,166
(16
(137
(164
Total interest income
(793
(1,114
(957
(2,096
(3,053
Interest Expense:
(419
(257
467
(708
(241
(10
(626
(205
(831
(1,135
(510
(1,645
164
338
125
(157
(94
(314
(522
(836
(768
(1,704
Net change in net interest income
(7
(271
(278
(189
(1,160
(1,349
- 50 -
Deposits
The Company’s deposit base is primarily 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 decreased by $9.6 million, or 0.8% from December 31, 2025. The decrease in deposits during the six months ended June 30, 2026, reflects intentional runoff of higher-cost brokered deposits and non-relationship time deposits, partially offset by growth in MMDA deposits and both interest- and noninterest-bearing demand deposits.
At June 30, 2026, 81.9% of the Company's deposit base of $1.17 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 June 30, 2026 and December 31, 2025 is as follows:
Savings accounts
124,090
122,718
Time accounts
262,689
317,201
Time accounts in excess of $250,000
131,672
134,779
8,078
9,539
303,701
285,564
Demand deposit interest-bearing
124,031
110,702
Demand deposit noninterest-bearing
Mortgage escrow funds
6,445
6,968
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
193,710
68,979
220,288
96,913
Time accounts of $250,000 or more
112,031
12,000
105,702
1,093,290
80,979
1,081,935
101,913
- 51 -
We establish a PCL, 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 ACL, 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 PCL represents management’s estimate of the amount necessary to maintain the ACL at an adequate level.
PCL was a benefit of $155,000 for the three month period ended June 30, 2026, as compared to a $1.2 million PCL expense for the three month period ended June 30, 2025. The provisioning in the second quarter of 2026 and 2025 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. The $1.4 million decrease in PCL for the second quarter of 2026, as compared to the same period in 2025, was primarily attributed to the level of average loans outstanding in the period and the risk-based reserve build undertaken in the second half of 2025 to absorb future loss resolution activity associated with commercial IALs, and continued improvement in asset quality metrics. 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. Please refer to the asset quality section below for a further discussion of asset quality as it relates to the ACL.
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 4.8% and 5.9% at June 30, 2026, and December 31, 2025, respectively. Delinquent loans (numerator) decreased $10.1 million from December 31, 2025 to June 30, 2026. Total loan balances (denominator) decreased $8.2 million from December 31, 2025 to June 30, 2026. The decrease in delinquent loans from December 31, 2025 to June 30, 2026 was driven by loans delinquent 30-59 days and loans delinquent 60-89 days, which decreased by $8.6 million and $9.7 million, respectively, partially offset by an increase of $8.2 million in loans delinquent 90 days and over.
- 52 -
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
0.3
0.4
111.5
268
84.3
-29.9
(41
-20.7
4.4
80.7
Other charges, commissions and fees
(15
-6.5
(86
-16.7
Noninterest income before gains and losses
1,182
1,043
13.3
2,255
1,965
290
14.8
Losses on sales and redemptions of investment securities
N/M
37.5
14.5
89.9
3,064
100.0
2,861
93.4
(473
-112.6
(615
-96.4
2,742
180.6
2,672
832.4
N/M - Not meaningful
Noninterest income was $1.2 million for the second quarter of 2026, compared to negative $1.5 million in the same period of 2025. The year-over-year increase primarily reflected the absence of the $3.1 million LOCOM adjustment on loans held-for-sale recognized during the second quarter of 2025.
Compared to the year-ago period, second quarter 2026 noninterest income reflected increases of $174,000 in earnings and gains on BOLI, $8,000 in debit card interchange fees, and $1,000 in service charges on deposit accounts. In addition, compared to the year-ago period, second quarter 2026 noninterest income included an increase of $12,000 in gains on sales of loans and foreclosed real estate, as well as a decrease of $29,000 in loan servicing fees. Net unrealized gains on marketable equity securities, which include three limited partnership equity method investments, remained a variable contributor to noninterest income, decreasing $473,000 in the second quarter of 2026 from the year-ago period.
For the six months ended June 30, 2026, noninterest income was $2.4 million, compared to negative $321,000 in the same period of 2025. The year-over-year increase primarily reflected the absence of the $3.1 million LOCOM adjustment on loans held-for-sale recognized during the second quarter of 2025, partially offset by a $203,000 fair value adjustment recognized in the first quarter of 2026 on substandard loans transferred to held-for-sale status in the fourth quarter of 2025.
Changes in noninterest income during the first six months of 2026, compared to the same period in 2025, also reflected increases of $268,000 in earnings and gains on BOLI, $146,000 in debit card interchange fees, and $3,000 in service charges on deposit accounts. Noninterest income also included an increase of $133,000 in gains on sales of loans and foreclosed real estate and a $3,000 decrease in losses on sales and redemptions of investment securities, partially offset by a $41,000 decrease in loan servicing fees. Net unrealized gains on marketable equity securities, which include three limited partnership equity method investments, remained a variable contributor to noninterest income, decreasing $615,000 during the first six months of 2026 compared to the same period in 2025.
- 53 -
Noninterest Expense
The following table sets forth certain information on noninterest expense for the periods indicated:
6.0
12.2
130
5.0
16.0
13.1
(150
-19.3
-5.5
-14.3
-28.9
90.4
131.7
105
60.3
-43.6
-37.9
-46.0
20.4
-9.3
Total noninterest expenses
601
7.5
860
5.2
Noninterest expense totaled $8.7 million in the second quarter of 2026, increasing $601,000, or 7.5%, from $8.1 million in the second quarter of 2025.
Salaries and benefits expense was $4.7 million in the second quarter of 2026, increasing $128,000 from the year-ago quarter. The Company recorded moderate increases in salaries, stock-based compensation, and payroll taxes compared to both periods, with the year-over-year increase also reflecting higher staffing levels. These increases were offset by the favorable impact of several non-operating items, including recoveries from medical claim refunds under the Company's self-insured health plan in the second quarter of 2026.
Building and occupancy expense was $1.4 million in the second quarter of 2026, increasing $150,000 from the year-ago quarter. The increases reflected higher facility-related maintenance and repair expenses, including ATM servicing, branch maintenance and various property improvement activities. Data processing expense was $774,000 in the second quarter of 2026, increasing $107,000 from the year-ago period. The increases reflected higher costs primarily associated with data, ATM, and other technology maintenance costs.
Other expenses were $614,000 in the second quarter of 2026, increasing $104,000 from the year-ago quarter. The increases were primarily attributable to higher employee travel, training, and professional development expenses, as well as higher mortgage recording tax, liability insurance, and business development-related expenses. The year-over-year increase was also influenced by certain favorable accrual and expense reclassification adjustments recognized in the year-ago period. Total noninterest expense comparisons also reflect FDIC assessments, which were zero in the second quarter of 2025, due to modest over-accruals in prior periods. Normalized FDIC assessment accruals have been recorded since June 30, 2025, including $232,000 in the second quarter of 2026.
For the six months ended June 30, 2026, noninterest expense increased $860,000 to $17.4 million from $16.5 million for the same period in 2025. The drivers of the year-to-date increase were consistent with those described for the current quarter, including higher salaries and benefits expense of $535,000, building and occupancy expense of $130,000, and data processing expense of $174,000, partially offset by a $112,000 improvement in other expenses. Comparisons of total noninterest expense also reflected FDIC assessments, which were zero in the second quarter of 2025 due to modest over-accruals in prior periods, resulting in a $207,000 increase when comparing the first six months of 2026 to the same period in 2025.
- 54 -
Income Tax Expense
Income tax expense increased to $585,000 for the quarter ended June 30, 2026, as compared to $7,000 for the same three month period in 2025. The increase in income tax expense for the quarter ended June 30, 2026, as compared to the same quarter in 2025, was primarily driven by an increase of $3.2 million in income before taxes. The effective income tax rate decreased 40 bps to 18.0% for the three months ended June 30, 2026 as compared to 18.4% for the same three month period in 2025. The decrease in the tax rate in the second quarter of 2026, as compared to the same quarter in 2025, was primarily related to an increase in income and fluctuations in permanent tax differences.
Income tax expense increased $364,000 to $1.1 million for the six months ended June 30, 2026, as compared to $751,000 for the same six month period in 2025. The increase in income tax expense for the six months ended June 30, 2026, as compared to the same six month period in 2025, was primarily driven by an increase of $2.4 million in income before taxes. The effective income tax rate decreased 200 bps to 18.0% for the six months ended June 30, 2026 as compared to 20.0% for the same six month period in 2025. The decrease in the tax rate in the six months ended June 30, 2026, as compared to the same period in 2025, was primarily related to an increase 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, BOLI, 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 $0.42 per share for the second quarter of 2026, as compared to less than $0.01 per share for the same prior year period. The increase in EPS primarily reflected higher net income in the second quarter of 2026.
Basic and diluted earnings per Voting and Series A Non-Voting share were $0.80 per share for the six months ended June 30, 2026. Basic and diluted EPS were $0.48 and $0.47, respectively, for both Voting and Series A Non-Voting shares for the six month period ended June 30, 2025. The increase in EPS primarily reflected higher net income in the first six months of 2026.
Further information on EPS can be found in Note 3 of the unaudited consolidated financial statements of this Form 10-Q.
- 55 -
Changes in Financial Condition
Total assets increased $65.9 million, or 4.6%, to $1.49 billion at June 30, 2026 as compared to December 31, 2025. This increase primarily reflected growth in investment securities, partially offset by reductions in loans and cash and cash equivalents.
Total investment securities, including investment in FHLB-NY stock, totaled $490.7 million at June 30, 2026, an increase of $74.9 million, or 18.0%, from $415.7 million at December 31, 2025. The increase was primarily attributable to a $89.3 million increase in AFS securities, enabling the Company to generate incremental earnings while preserving the flexibility to use core deposits to fund future growth. In addition, investment securities increased due to an increase of $4.4 million in FHLB-NY stock and a $179,000 increase in marketable equity securities, partially offset by a $19.0 million decrease in HTM securities.
Loans, net of deferred fees, totaled $889.0 million at June 30, 2026, a decrease of $7.7 million, or 0.9%, from December 31, 2025. The decline was primarily driven by maturities, payoffs, and principal runoff of existing loans that exceeded new loan originations, particularly within consumer and residential portfolios, while commercial loan balances remained relatively stable. Consumer and residential loans totaled $345.2 million at June 30, 2026, decreasing $9.1 million, or 2.6%, from December 31, 2025. Commercial loans totaled $544.6 million at June 30, 2026, increasing $910,000, or 0.2%, from December 31, 2025.
Total cash and cash equivalents decreased $5.1 million, or 16.4%, to $26.1 million at June 30, 2026, as compared to December 31, 2025. This decrease in cash and cash equivalents was primarily attributable to the deployment of excess liquidity into investment securities during the period.
Total liabilities increased $62.6 million, or 4.8%, to $1.37 billion at June 30, 2026 as compared to December 31, 2025. This increase was primarily attributable to an increase in total borrowings, partially offset by a decrease in total deposits.
Total borrowings increased $75.3 million, or 129.7%, from $58.1 million at December 31, 2025 to $133.4 million at June 30, 2026. This increase was due to an $81.0 million increase in short-term borrowings from FHLB-NY and FRB-NY, partially offset by a $5.7 million decrease in long-term borrowings from FHLB-NY. Borrowings were utilized in the second quarter of 2026 to fund purchases of AFS securities at rates below those of wholesale funding alternatives, including brokered deposits.
Total deposits decreased $9.6 million, or 0.8%, to $1.17 billion at June 30, 2026 from December 31, 2025, as the Bank utilizes deliberate pricing and account management to facilitate intentional runoff of higher-cost brokered deposits and non-relationship time deposits. The change in deposits from the prior period reflects growth in MMDA deposits and both interest- and noninterest-bearing deposits, offset by decreases in other deposit categories including runoff of higher-cost time deposits.
Shareholders’ Equity
Shareholders' equity increased by $3.3 million, or 2.7%, from $122.5 million at December 31, 2025 to $125.7 million at June 30, 2026. This increase was primarily attributable to the Company’s recorded net income of $5.1 million, a $1.2 million increase in additional paid-in-capital, partially reduced by a decrease of $1.7 million in AOCI, and $1.3 million of declared dividends to shareholders during the six months ended June 30, 2026.
- 56 -
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 June 30, 2026, the Bank met the regulatory definition of a “well-capitalized” institution, i.e. a total risk-based capital ratio exceeding 10%, a Tier 1 risk-based capital ratio exceeding 8%, CET1 risk-based capital ratio exceeding 6.5%, and a Tier 1 capital to average assets ratio (known as the "leverage ratio") exceeding 5%.
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 CET1 to RWA above the amount necessary to meet its minimum risk-based capital requirements. The buffer is separate from the capital ratios required under PCA standards. In order to avoid these restrictions, the capital conservation buffer effectively increases the minimum levels of the following capital to RWA ratios: (1) Total Capital, (2) Tier 1 Capital and (3) CET1. At June 30, 2026, the Bank exceeded all regulatory required minimum capital ratios, including the capital buffer requirements.
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
Total Capital (to risk-weighted assets)
151,921
14.62
83,116
8.00
103,894
10.00
109,089
10.50
Tier 1 Capital (to risk-weighted assets)
138,753
13.36
62,337
6.00
88,310
8.50
Common Equity Tier 1 (to risk-weighted assets)
46,752
4.50
67,531
6.50
72,726
7.00
Tier 1 Capital (to average assets)
9.64
57,600
4.00
72,000
5.00
146,559
14.72
79,646
99,558
104,535
133,896
13.45
59,735
84,624
44,801
64,712
69,690
9.41
56,927
71,159
Non-GAAP Financial Measures
Regulation G, a rule adopted by the 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.
- 57 -
Regulatory Capital Ratios (Bank only)
Total equity (GAAP)
141,734
138,947
(5,056
Intangible assets
(5,048
(5,362
Addback: Accumulated other comprehensive loss
7,123
5,367
Total Tier 1 Capital
Allowance for credit losses (subject to regulatory limits)
13,168
12,663
Total Tier 2 Capital
Total Tier 1 plus Tier 2 Capital (numerator)
Risk-weighted assets (denominator)
1,038,944
995,575
Total Capital to risk-weighted assets
Total Tier 1 Capital (numerator)
Total Tier 1 Capital to risk-weighted assets
Total average assets
1,450,100
1,433,594
Average adjusted assets (denominator)
1,439,996
1,423,176
Total Tier 1 Capital to adjusted assets
Total Common Equity Tier 1 Capital (numerator)
Total Common Equity Tier 1 to risk-weighted assets
Revenue, pre-tax, pre-provision net income, and efficiency ratio:
Revenue (non-GAAP) 1
11,665
12,277
23,154
24,828
Pre-tax, pre-provision net income (non-GAAP) 2
3,003
4,216
5,800
8,334
Efficiency ratio (non-GAAP) 3
74.26
65.66
74.95
66.43
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.
- 58 -
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
Consumer
Total nonperforming loans
Total nonperforming assets
35,847
27,698
Nonperforming loans to total loans
3.07
Nonperforming assets to total assets
2.40
1.94
Nonperforming assets include nonaccrual loans, and FRE.
As indicated in the table above, nonperforming assets at June 30 2026 were $35.8 million, and were $8.1 million greater than the $27.7 million reported at December 31, 2025. The increase from December 31, 2025 primarily reflected certain legacy loans associated with two commercial relationships that may have been less than 90 days delinquent but were identified as having unique risk characteristics through the Company’s 2025 portfolio review. Specific reserves for these exposures were established prior to 2026.
Fair values for 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 ACL. Values are derived from appraisals of underlying collateral or DCF 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 ACL 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 ACL was $26.9 million and $29.4 million at June 30, 2026 and December 31, 2025, respectively. The ratio of the ACL to total loans was 3.03% as of June 30, 2026, as compared to 3.28% at December 31, 2025 and 1.76% at June 30, 2025. The Company’s ACL fully absorbed second quarter 2026 net charge-offs of $1.9 million, with gross charge-offs partially offset by $298,000 in recoveries. The ACL increased by $10.8 million in the fourth quarter of 2025 as part of the previously disclosed risk-based reserve build for potential exposures to commercial credits identified as having unique risk characteristics through the comprehensive portfolio review completed last year. Management performs a quarterly evaluation of the ACL based on quantitative and qualitative factors and has determined that the current level of the ACL is adequate to absorb the losses in the loan portfolio as of June 30, 2026.
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 is 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 ACL is adjusted, through the PCL, 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 ACL on the purchase date of the loan pools.
At June 30, 2026 and December 31, 2025, the Company had $78.6 million and $89.4 million in loans, respectively, which were individually analyzed, having established specific reserves of $16.7 million and $18.1 million, respectively, on these loans. The $10.8
- 59 -
million decrease in specifically identified loans between these two dates primarily reflected the payoff of two commercial loan relationships totaling $7.6 million in the first six months of 2026.
Appraisals are obtained at the time a real estate secured loan is originated. For commercial real estate held as collateral, the property is generally 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 $73.7 million at June 30, 2026, as compared to $77.2 million at December 31, 2025. Of these loans which have been internally classified as special mention, substandard, or doubtful, $68.6 million were individually evaluated for expected credit losses, while the remaining $5.1 million were collectively evaluated at June 30, 2026.
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 AFS 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 six months of 2026, as reflected in the Consolidated Statement of Cash Flows, the Company reported net cash inflow from operating activities of $2.1 million and net cash outflow of $72.4 million related to investing activities. Net cash outflows from investing activities were primarily attributable to $77.6 million of net investment securities activity and $413,000 related to premises and equipment, partially offset by $5.7 million of net loan activity. The Company reported net cash inflows from financing activities of $65.1 million, primarily due to a $75.3 million increase in net borrowings, partially offset by a $9.6 million decrease in net deposit balances, and an aggregate decrease of $572,000 in net cash from all other financing sources, including dividends paid to common voting and non-voting shareholders and warrant holders of $1.3 million.
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 June 30, 2026, deposits totaled $1.17 billion, of which a portion were nominally uninsured, as they were above the insurance limits established by the FDIC on that date. Of the nominally uninsured deposits at June 30, 2026, $82.2 million were insured through a long-standing reciprocal deposit program managed by a third-party entity. In addition, $122.0 million in municipal deposits are fully protected against principal loss through a collateral program whereby high-quality securities are placed with an independent custodian as collateral. At June 30, 2026, estimated uninsured deposits totaled $167.9 million, or 14.3% of total deposits, compared to $161.1 million, or 13.6% of total deposits, that were considered to be uninsured at December 31, 2025.
- 60 -
The Company has a number of existing credit facilities available to it. At June 30, 2026, total credit available under the existing lines of credit was approximately $284.4 million at FHLB-NY, FRB-NY, and two other correspondent banks. At June 30, 2026, the Company had $133.4 million of the available lines of credit utilized on its existing lines of credit with the remainder of $151.0 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 June 30, 2026, 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 June 30, 2026, the Company had $213.2 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 ACL on off-balance sheet credit exposures, unless such commitments are unconditionally cancelable, through the PCL expense. The ACL on off-balance sheet credit exposures as of June 30, 2026 was $637,000 and is included in other liabilities on the Company's consolidated Statements of Condition.
- 61 -
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 CEO and our 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 June 30, 2026. 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 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 June 30, 2026, 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 June 30, 2026 that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
- 62 -
PART II – OTHER INFORMATION
Item 1. Legal Proceedings
At June 30, 2026, 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
April 1, 2026 through April 30, 2026
74,292
May 1, 2026 through May 31, 2026
June 1, 2026 through June 30, 2026
Item 3. Defaults Upon Senior Securities
None
Item 4. Mine Safety Disclosures
Not applicable
Item 5. Other Information
During the second quarter of 2026, 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.
- 63 -
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
101
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.
PATHFINDER BANCORP, INC.
(registrant)
August 13, 2026
/s/ James A. Dowd
James A. Dowd
President and Chief Executive Officer
/s/ Justin K. Bigham
Justin K. Bigham
Executive Vice President, Chief Financial Officer
- 64 -