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Get filing alertsPathfinder extends Castle Creek registration rights deadline for fourth consecutive year
Filed May 7, 2026 · Period ending May 4, 2026 · ~1 min read
Key Changes
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Pathfinder pushed back the deadline to file a resale registration statement for Castle Creek's securities to May 8, 2027—the fourth annual extension since the original 2023 deadline, suggesting persistent inability or unwillingness to register the shares.
Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR → -
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Castle Creek acquired securities in a 2019 private placement with registration rights; seven years later, the investor still lacks a registered exit path.
Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR →
Summary
Pathfinder Bancorp extended the deadline for filing a resale registration statement covering Castle Creek Capital's securities by one year to May 8, 2027. This marks the fourth consecutive annual extension since the original 2023 deadline established in the 2019 private placement agreement.
The pattern of repeated deferrals over seven years suggests the company has faced persistent obstacles—whether regulatory, operational, or strategic—to registering Castle Creek's shares for public resale. For retail holders, the repeated extensions raise questions about why a major investor remains locked in without a registered exit after seven years.Investors should watch for any disclosure of Castle Creek's ownership level and whether the company eventually files the registration statement or continues seeking extensions.
Section-by-Section Diff
Event · Item 1.01 — Entry into a Material Definitive Agreement
Item 1.01 — Entry into a Material Definitive Agreement filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
On May 4, 2026, the Company and Castle Creek agreed to amend the Registration Rights Agreement to allow the Company to file a resale registration statement by no later than May 8, 2027 to register the resale of the securities.
Pathfinder and Castle Creek Capital Partners VII amended their registration rights agreement for the fourth time, extending the deadline for filing a resale registration statement by one year to May 8, 2027. The original 2019 agreement required filing by May 8, 2023, but the company has obtained annual extensions in 2023, 2024, 2025, and now 2026. This pattern of repeated deferrals suggests the company has been unable or unwilling to register Castle Creek's securities for resale over a seven-year period.
Added in current filing · verify on EDGAR →
On May 8, 2019, Pathfinder Bancorp, Inc. (the “Company”) entered into a Securities Purchase Agreement with Castle Creek Capital Partners VII, L.P. (“Castle Creek”), pursuant to which the Company sold Castle Creek certain securities of the Company in a private placement. In connection with the private placement, the Company entered into a registration rights agreement with Castle Creek, also dated as of May 8, 2019 (the “Registration Rights Agreement”). Pursuant to the terms of the Registration Rights Agreement, the Company agreed to file a resale registration statement by no later than May 8, 2023 to register the resale of the securities.
The disclosure provides context that Castle Creek acquired securities in a 2019 private placement with registration rights requiring the company to file a resale registration statement by May 2023. The repeated extensions indicate Castle Creek has been unable to achieve liquidity through registered resales for seven years since the original investment.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jul 3, 2026 · How we verify