GOVB Form 4: CFO receives 10,000 options; awards vest from 10/01/2026

Rhea-AI Filing Summary

James D. Campanaro, Chief Financial Officer of Gouverneur Bancorp, Inc. (GOVB), reported equity awards and an option grant dated 10/01/2025. He received an indirect 4,000-share stock award and an immediate 10,000-option grant (exercise price $14.25), both vesting in five equal annual installments beginning 10/01/2026. The option expires 10/01/2035. The Form 4 also records indirect holdings of 392 shares via an ESOP and 400 shares via an IRA, and a reported disposition of 100 shares. The filing is signed on 10/02/2025.

Positive

• 10,000 stock options granted with a $14.25 exercise price
• 4,000 shares awarded under the 2025 Equity Incentive Plan
• Both awards vest in five equal annual installments beginning 10/01/2026
• Long option term through 10/01/2035 offers extended exercise window
• Filing signed and dated 10/02/2025

Negative

• None.

Insights

Corporate Governance Analyst

TL;DR: CFO received equity tied to multi-year vesting, aligning pay with long-term tenure.

The 10,000 stock option grant and 4,000 stock award both vest in five equal annual installments starting 10/01/2026, which links a portion of the CFO's compensation to multi-year continued service and potential share-price performance.

The option's terms—$14.25 exercise price and 10/01/2035 expiration—provide a long window for exercise after vesting, preserving optionality for the reporting person.

Insider Trade Summary

Net Buyer: 4,000 shares

Net Buy 5 txns

Insider Campanaro James Donald

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Grant/Award	Stock Option (right to buy)	10,000	$0.00	$0.00
Grant/Award	Common Stock	4,000	$0.00	$0.00
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Stock Option (right to buy) — 10,000 shares (Direct); Common Stock — 4,000 shares (Indirect, By Stock Award); Common Stock — 100 shares (Direct); Common Stock — 392 shares (Indirect, By ESOP); Common Stock — 400 shares (Indirect, By IRA)

Footnotes (2)

1. F1. Stock Awards granted pursuant to the Gouverneur Bancorp, Inc. 2025 Equity Incentive Plan vest in five equal annual installments commencing on October 1, 2026.
2. F2. Stock Options granted pursuant to the Gouverneur Bancorp, Inc. 2025 Equity Incentive Plan vest in five equal annual installments commencing on October 1, 2026.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 10/02/2025 - 04:18 PM Learn about SEC filing dates

FAQ

What did Gouverneur Bancorp (GOVB) CFO James D. Campanaro acquire?

He was granted an indirect 4,000-share stock award and directly granted 10,000 stock options on 10/01/2025.

What are the vesting terms for the equity awarded to the GOVB CFO?

Both the stock awards and the stock options vest in five equal annual installments commencing on 10/01/2026.

What is the exercise price and expiration date of the options reported on Form 4?

The stock options have an exercise price of $14.25 and expire on 10/01/2035.

Did the reporting person dispose of any shares?

Yes, the Form 4 records a disposition of 100 shares (transaction code D on the common stock line).

What indirect holdings are reported for the CFO after the transactions?

The filing shows indirect holdings of 4,000 shares (award), 392 shares via an ESOP, and 400 shares via an IRA.

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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

1. Name and Address of Reporting Person^*

Campanaro James Donald

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
10/01/2025

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	10/01/2025		A		4,000	A	$0.0000	4,000	I	By Stock Award(1)
Common Stock								100	D
Common Stock								392	I	By ESOP
Common Stock								400	I	By IRA

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)	$14.25	10/01/2025		A		10,000		10/01/2026(2)	10/01/2035	Common Stock	10,000	$0.0000	10,000	D

Explanation of Responses:

1. Stock Awards granted pursuant to the Gouverneur Bancorp, Inc. 2025 Equity Incentive Plan vest in five equal annual installments commencing on October 1, 2026.

2. Stock Options granted pursuant to the Gouverneur Bancorp, Inc. 2025 Equity Incentive Plan vest in five equal annual installments commencing on October 1, 2026.

	/s/ James D. Campanaro	10/02/2025
	** 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.