Pathfinder Bancorp Files 8-K for Material Agreement

TL;DR

PBHC filed an 8-K for a material agreement, details TBD.

AI Summary

Pathfinder Bancorp, Inc. (PBHC) filed an 8-K on March 4, 2024, reporting a material definitive agreement. The filing does not disclose specific details of the agreement, the counterparty, or any associated financial figures within the provided text.

Why It Matters

This filing indicates a significant business development for Pathfinder Bancorp, Inc., which could impact its future operations and financial standing.

Risk Assessment

Risk Level: medium — The filing of a material definitive agreement suggests a significant event, but the lack of specific details in the provided text creates uncertainty.

Key Players & Entities

• Pathfinder Bancorp, Inc. (company) — Registrant
• PBHC (company) — Ticker Symbol
• March 4, 2024 (date) — Filing Date

FAQ

Key Financial Figures

• $0.01 — nge on which registered Common Stock, $0.01 par value PBHC The Nasdaq Stock Mar
• $32 million — hfinder Bank will acquire approximately $32 million in loans and one branch location (along
• $198 million — ixtures), and will assume approximately $198 million in deposits. With respect to loans, Pat
• $946,000 — al lease payment costs of approximately $946,000). The transaction is expected to clos

Filing Documents

• pbhc-20240304.htm (8-K) — 48KB
• pbhc-ex1_1.htm (EX-1.1) — 583KB
• pbhc-ex99_1.htm (EX-99.1) — 16KB
• img236360615_0.jpg (GRAPHIC) — 24KB
• 0000950170-24-024940.txt ( ) — 912KB
• pbhc-20240304.xsd (EX-101.SCH) — 29KB
• pbhc-20240304_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement On March 4, 2024 Pathfinder Bank, the banking subsidiary of Pathfinder Bancorp, Inc. ("Pathfinder Bank"), entered into a purchase and assumption agreement (the "Purchase Agreement") with Berkshire Bank, the banking subsidiary of Berkshire Hills Bancorp, Inc. ("Berkshire Bank"). Under the Purchase Agreement, Pathfinder Bank will acquire approximately $32 million in loans and one branch location (along with associated personal property and fixtures), and will assume approximately $198 million in deposits. With respect to loans, Pathfinder Bank will pay an amount equal to the sum of 95% of the aggregate unpaid principal balances, measured as of the closing date, plus any accrued interest through closing on the loans. Pathfinder Bank will pay a 5.8% premium on the aggregate amount of non-time deposits associated with the branch, measured as of the closing date (the "Core Deposits"), and will assume all non-Core Deposits associated with the branch, measured as of the closing date, at par value. The total deposit premium to be paid by Pathfinder Bank equates to approximately 4.0% when applied to the aggregated Core Deposits and non-Core Deposits. Pathfinder Bank will assume Berkshire Bank's existing commercial lease for the real property associated with the branch (including anticipated annual lease payment costs of approximately $946,000). The transaction is expected to close by the end of the third quarter of 2024 and is subject to receipt of regulatory approvals and certain other customary closing conditions. The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, which is attached hereto as Exhibit 1.1 and is incorporated herein by reference. The foregoing description reflects loan and deposit balances as of January 31, 2024, and the actual amounts of loans and deposits that are acquired under

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure On March 4, 2024, Pathfinder Bank issued a press release announcing the execution of the Purchase Agreement. A copy of the press release is filed as Exhibit 99.1 hereto and is incorporated herein by reference. The information in this Item 7.01 and Exhibit 99.1 is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth in such filing.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits (a) Not Applicable. (b) Not Applicable. (c) Not Applicable. (d) Exhibits. Exhibit No. Description 1.1 Purchase and Assumption Agreement, dated as of March 4, 2024, by and between Berkshire Bank and Pathfinder Bank. 99.1 Press Release dated March 4, 2024, of Pathfinder Bank 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized. PATHFINDER BANCORP, INC. Date: March 4, 2024 By: /s/ James A. Dowd James A. Dowd President and Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR