Director at Gouverneur Bancorp (GOVB) exercises 200 options, updates holdings

Rhea-AI Filing Summary

Gouverneur Bancorp director Amy Marie Rapholz exercised stock options to acquire 200 shares of Common Stock at $12.20 per share. The options, granted under the 2025 Equity Incentive Plan, were exercised on a derivative position that fully converted into common shares.

Following the exercise on March 9, 2026, she held 1,186 shares of Common Stock directly and 991 shares indirectly by Stock Award. Plan-related footnotes state that both Stock Options and Stock Awards vest in approximately five equal annual installments commencing on February 11, 2026.

Insights

Equity compensation analyst

Routine option exercise adds a small number of shares via compensation.

Director Amy Marie Rapholz exercised stock options for 200 shares of Gouverneur Bancorp Common Stock at an exercise price of $12.20. This is classified as a derivative exercise, not an open-market purchase or sale, and reflects use of equity compensation.

The filing shows 1,186 shares held directly and 991 shares held indirectly by Stock Award after the transactions. With 0 reported open-market buys or sells and no remaining derivative positions listed, this appears to be a routine compensation-related event rather than a directional trading signal.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Rapholz Amy Marie

(Last) (First) (Middle)

42 CHURCH STREET

(Street)

GOUVERNEUR NY 13642

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Gouverneur Bancorp, Inc./MD/ [ GOVB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
03/09/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/09/2026		M		200	A	$12.2	1,186(1)	D
Common Stock								991	I	By Stock Award(2)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (right to buy)	$12.2	03/09/2026		M			200	02/11/2026(3)	02/11/2035	Common Stock	200	$0.0000	2,512	D

Explanation of Responses:

1. The number of shares held directly includes certain shares that were previously held by Stock Award and that have subsequently vested.

2. Stock Awards granted pursuant to the Gouverneur Bancorp, Inc. 2025 Equity Incentive Plan vest in approximately five equal annual installments commencing on February 11, 2026.

3. Stock Options granted pursuant to the Gouverneur Bancorp, Inc. 2025 Equity Incentive Plan vest in five approximately equal annual installments commencing on February 11, 2026.

	/s/ Stephen F. Donahoe, Power of Attorney	03/10/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Gouverneur Bancorp (GOVB) director Amy Marie Rapholz report in this Form 4?

Director Amy Marie Rapholz reported exercising stock options to acquire 200 shares of Gouverneur Bancorp Common Stock at $12.20 per share. The transaction is a derivative exercise under the 2025 Equity Incentive Plan, not an open-market purchase or sale of shares.

How many Gouverneur Bancorp (GOVB) shares does Amy Marie Rapholz hold after the reported transactions?

After the reported transactions, Amy Marie Rapholz holds 1,186 shares of Common Stock directly and 991 shares indirectly by Stock Award. These holdings reflect post-transaction positions as of March 9, 2026, combining both direct ownership and equity awards under the company’s incentive plan.

Was the Gouverneur Bancorp (GOVB) Form 4 a buy or sell of shares on the open market?

The Form 4 does not show any open-market buys or sells. It reports a derivative exercise, where stock options were converted into 200 shares of Common Stock at a $12.20 exercise price, plus updated holdings from Stock Awards, all under the company’s 2025 Equity Incentive Plan.

What do the footnotes in the Gouverneur Bancorp (GOVB) Form 4 say about vesting?

The footnotes state Stock Awards under the 2025 Equity Incentive Plan vest in about five equal annual installments starting February 11, 2026. They also state Stock Options under the same plan vest in five approximately equal annual installments beginning on February 11, 2026.

Did Amy Marie Rapholz retain any stock options in Gouverneur Bancorp (GOVB) after this Form 4?

The filing’s derivative section shows one option exercise covering 200 shares and lists no remaining derivative positions. Combined with the exercise data, this indicates the reported derivative position was fully converted into common shares in this transaction, with no further options disclosed.

How significant is the 200-share option exercise in this Gouverneur Bancorp (GOVB) Form 4?

The exercise involves 200 shares at a $12.20 exercise price, adding to existing direct and indirect holdings. Given her reported post-transaction holdings of 1,186 direct and 991 indirect shares, this looks like a modest, routine equity compensation event rather than a large directional trade.