Director at Gouverneur Bancorp (GOVB) exercises options and reports awards

Rhea-AI Filing Summary

Gouverneur Bancorp, Inc. director John Neil Mason reported acquiring shares of the company through an option exercise. He exercised a Stock Option (right to buy) for 542 shares on February 24, 2026, classified as an exercise or conversion of a derivative security.

Following this, he held 2,170 stock options and 3,789 shares of Common Stock directly, with the 542-share exercise priced at $12.20 per share. He also reported 992 shares of Common Stock held indirectly "By Stock Award." Footnotes note that Stock Awards and Stock Options granted under the Gouverneur Bancorp, Inc. 2025 Equity Incentive Plan vest in approximately five equal annual installments commencing on February 11, 2026.

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

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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^*

Mason John Neil

(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)
02/24/2026

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	02/24/2026		M		542	A	$12.2	3,789(1)	D
Common Stock								992	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	02/24/2026		M			542	02/11/2026(3)	02/11/2035	Common Stock	542	$0.0000	2,170	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	02/24/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did GOVB director John Neil Mason report?

He reported acquiring shares through an option exercise. On February 24, 2026, he exercised a Stock Option for 542 shares of Gouverneur Bancorp, Inc. Common Stock, classified as an exercise or conversion of a derivative security rather than an open-market purchase.

How many GOVB shares does John Neil Mason own after the reported transactions?

After the transactions, he held 3,789 shares of Common Stock directly and 2,170 stock options. He also reported 992 shares of Common Stock held indirectly by Stock Award, reflecting both vested awards and remaining equity incentives under the company’s 2025 Equity Incentive Plan.

At what price were the GOVB shares underlying the stock option exercised?

The Common Stock acquired from the option exercise was reported at $12.20 per share. The derivative line shows the Stock Option itself with a transaction price of $0.00, consistent with an exercise of an existing option rather than a new market trade.

What is the vesting schedule for GOVB Stock Awards reported in this filing?

Stock Awards granted under the Gouverneur Bancorp, Inc. 2025 Equity Incentive Plan vest in approximately five equal annual installments. According to the footnotes, these vesting installments commence on February 11, 2026, gradually delivering shares over a multi‑year period.

What is the vesting schedule for GOVB Stock Options mentioned in the filing?

Stock Options granted under the 2025 Equity Incentive Plan vest in five approximately equal annual installments. The vesting begins on February 11, 2026, meaning option holders receive exercisable portions of their grants each year over the five‑year vesting period.

How are indirectly held GOVB shares characterized for John Neil Mason?

He reported 992 shares of Common Stock held indirectly, with the nature of ownership described as “By Stock Award.” A footnote explains that directly held shares include certain Stock Award shares that have previously vested and are now recorded as direct holdings.