Pathfinder Bancorp Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant☐

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material Pursuant to §240.14a-12

PATHFINDER BANCORP, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒ No fee required

☐ Fee paid previously with preliminary materials

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

April 23, 2025

Dear Shareholder:

We cordially invite you to attend the Annual Meeting of Shareholders of Pathfinder Bancorp, Inc. The Annual Meeting will be held at the Lake Ontario Conference and Events Center, 25 East First Street, Oswego, New York 13126 at 10:00 a.m., Eastern Time, on June 5, 2025.

The Notice of Annual Meeting and Proxy Statement describe the formal business to be transacted. During the Annual Meeting, we will also report on our operations. Directors and officers, as well as a representative of our independent registered public accounting firm, will be present to respond to questions that shareholders may properly present.

The Annual Meeting is being held so that shareholders may consider the election of four directors, and the ratification of the appointment of Bonadio & Co., LLP as our independent registered public accounting firm for the year ending December 31, 2025.

For the reasons set forth in the Proxy Statement, the Board of Directors unanimously recommends a vote “FOR” the election of the nominated directors and “FOR” the ratification of the appointment of Bonadio & Co., LLP as our independent registered public accounting firm for the year ending December 31, 2025.

This year, in accordance with the U.S. Securities and Exchange Commission’s “Notice and Access” rules, we have elected to provide access to our proxy materials via the Internet instead of mailing printed copies. On or about April 23, 2025, we are mailing a Notice of Internet Availability of Proxy Materials to our shareholders. This notice contains instructions on where shareholders can access the proxy statement for our Annual Meeting and the 2024 Annual Report online, as well as instructions on how to vote their shares. The notice also contains instructions on how to request a paper copy of proxy materials, including a proxy or voting instruction card.

On behalf of the Board of Directors, we urge you to vote as soon as possible via the Internet, by telephone, or, if you request to receive printed proxy materials, by mailing a proxy or voting instruction card enclosed with those materials. Submitting your vote in advance will not prevent you from participating and voting at the Annual Meeting, but will assure that your vote is counted if you are unable to attend the meeting. Your vote is important, regardless of the number of shares that you own.

Sincerely,

James A. Dowd

President and Chief Executive Officer

Pathfinder Bancorp, Inc.

214 West First Street

Oswego, New York 13126

(315) 343-0057

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS – June 5, 2025

Notice is hereby given that the Annual Meeting of Pathfinder Bancorp, Inc. will be held at the Lake Ontario Conference and Events Center, 25 East First Street, Oswego, New York 13126 at 10:00 a.m., Eastern Time, on June 5, 2025.

The Annual Meeting is for the purpose of considering and acting upon:

The election of four directors;

The ratification of the appointment of Bonadio & Co., LLP, as our independent registered public accounting firm for the year ending December 31, 2025 and

such other matters as mayproperly come before the Annual Meeting, or any adjournments thereof. The Board of Directors is not aware of any other business to come before the Annual Meeting.

Any action may be taken on the foregoing proposals at the Annual Meeting on the date specified above, or on any date or dates to which the Annual Meeting may be adjourned. Shareholders of record at the close of business on April 11, 2025 are the shareholders entitled to vote at the Annual Meeting, and any adjournments thereof.

Each shareholder, whether he or she plans to attend the Annual Meeting, is requested to vote as directed on the mailed Notice Regarding Internet Availability of Proxy Materials. Any proxy given by the shareholder may be revoked at any time before it is exercised. A proxy may be revoked by filing a written revocation or a duly executed proxy bearing a later date with our corporate secretary. Any shareholder present at the Annual Meeting may revoke his or her proxy and vote personally on each matter brought before the Annual Meeting. However, if you are a shareholder whose shares are not registered in your own name, you will need additional documentation from your record holder in order to vote personally at the Annual Meeting.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting

In accordance with the Securities and Exchange Commission rules and regulations, the Company has moved to the "Notice and Access" delivery method, which allows the Company to furnish proxy materials (Proxy Statement, Proxy Card, Form 10-K, and Annual Report) electronically via the Internet. Each shareholder will receive in the mail a Notice of Internet Availability of Proxy Materials, rather than a full set of paper materials. The notice contains instructions on how to access the proxy materials on the Internet and vote your shares. The notice also contains instructions on obtaining a paper copy of the proxy materials, if desired.

The Proxy Statement, Annual Report to Shareholders, Form 10-K, and Proxy Card are available on the Internet atwww.investorvote.com/PBHC. Please have your 15-digit control number in hand when accessing this website. Your shareholder control number can be found on the Notice of Internet Availability of Proxy Materials. If you need directions to attend the Annual Meeting and vote in person, please call us at 315-207-8017.

TABLE OF CONTENTS

Pathfinder Bancorp, Inc.

214 West First Street

Oswego, New York 13126

(315) 343-0057

I.