Director at Gouverneur Bancorp (GOVB) exercises options, boosts share holdings

Rhea-AI Filing Summary

Gouverneur Bancorp director Chad Brian Soper exercised stock options to acquire additional common shares. On February 17, 2026, he exercised a stock option for 542 shares at a price of $12.20 per share, increasing his directly held common stock to 4,443 shares.

Following the transaction, he also held 2,170 stock options directly. In addition, 992 common shares were held indirectly by Stock Award. Both stock awards and stock options under the 2025 Equity Incentive Plan vest in five approximately equal annual installments beginning on February 11, 2026.

Insider Trade Summary

542 shares exercised/converted

Mixed 3 txns

Insider Soper Chad Brian

Role Director

Type	Security	Shares	Price	Value
Exercise	Stock Option (right to buy)	542	$0.00	--
Exercise	Common Stock	542	$12.20	$7K
holding	Common Stock	--	--	--

Holdings After Transaction: Stock Option (right to buy) — 2,170 shares (Direct); Common Stock — 4,443 shares (Direct); Common Stock — 992 shares (Indirect, By Stock Award)

Footnotes (1)

1. The number of shares held directly includes certain shares that were previously held by Stock Award and that have subsequently vested. Stock Awards granted pursuant to the Gouverneur Bancorp, Inc. 2025 Equity Incentive Plan vest in five equal annual installments commencing on February 11, 2026. 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.

Form 4 Insider Transactions: What Each Field Means →

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).

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^*

Soper Chad Brian

(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)
02/17/2026

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	02/17/2026		M		542	A	$12.2	4,443(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	02/17/2026		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 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	02/18/2026
	** 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 insider transaction did Chad Brian Soper report at Gouverneur Bancorp (GOVB)?

Chad Brian Soper reported exercising stock options to acquire 542 shares of Gouverneur Bancorp common stock at $12.20 per share. This derivative exercise converted options into directly owned shares, increasing his direct ownership position in the company’s common stock.

How many Gouverneur Bancorp (GOVB) shares does Chad Brian Soper now own directly and indirectly?

After the reported transactions, Chad Brian Soper directly owns 4,443 shares of common stock and holds 992 shares indirectly by Stock Award, reflecting both his direct stake and equity granted through the company’s incentive arrangements.

What stock options does Chad Brian Soper hold in Gouverneur Bancorp (GOVB) after this Form 4?

Following the option exercise, Chad Brian Soper holds 2,170 stock options directly. These options were granted under the Gouverneur Bancorp, Inc. 2025 Equity Incentive Plan and are scheduled to vest over multiple years according to the plan’s vesting terms.

At what price did Chad Brian Soper exercise his Gouverneur Bancorp (GOVB) stock options?

He exercised stock options covering 542 shares of common stock at an exercise price of $12.20 per share. This reflects the pre-set option price under the equity incentive plan rather than an open-market purchase price.

How do Gouverneur Bancorp (GOVB) 2025 Equity Incentive Plan stock awards vest for Chad Brian Soper?

Stock Awards under the 2025 Equity Incentive Plan vest in five equal annual installments starting on February 11, 2026. Some shares previously held by Stock Award have already vested and are now included in Soper’s directly held common stock position.

What is the vesting schedule for Gouverneur Bancorp (GOVB) stock options held by Chad Brian Soper?

Stock options granted under the 2025 Equity Incentive Plan vest in five approximately equal annual installments beginning on February 11, 2026. This schedule gradually delivers exercisable options to Soper over a multi-year period tied to continued service.