Minerva Advisors LLC and related entities report a significant passive stake in Gouverneur Bancorp, Inc. They disclose beneficial ownership of 78,421 shares of common stock, or 7.5% of the company, as of an event dated 12/31/2025.
Minerva Group, LP, Minerva GP, LP, Minerva GP, Inc., and David P. Cohen are each deemed beneficial owners of 60,021 shares, representing 5.7% of the outstanding stock held through Minerva Group, LP. Minerva Advisors LLC and David P. Cohen also have shared voting and dispositive power over an additional 18,400 shares.
The percentages are based on 1,050,546 shares of common stock outstanding as of December 25, 2025, as reported in the issuer’s Form 10-Q for the period ended September 30, 2025. The reporting persons certify that the securities are not held for the purpose of changing or influencing control of Gouverneur Bancorp, other than in connection with a nomination under Rule 14a-11.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
Gouverneur Bancorp, Inc./MD/
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
38358M109
(CUSIP Number)
12/31/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
38358M109
1
Names of Reporting Persons
Minerva Advisors LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
60,021.00
6
Shared Voting Power
18,400.00
7
Sole Dispositive Power
60,021.00
8
Shared Dispositive Power
18,400.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
78,421.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
7.5 %
12
Type of Reporting Person (See Instructions)
IA
SCHEDULE 13G
CUSIP No.
38358M109
1
Names of Reporting Persons
Minerva Group LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
60,021.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
60,021.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
60,021.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
5.7 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No.
38358M109
1
Names of Reporting Persons
Minerva GP, LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
60,021.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
60,021.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
60,021.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
5.7 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No.
38358M109
1
Names of Reporting Persons
Minerva GP, Inc.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
PENNSYLVANIA
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
60,021.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
60,021.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
60,021.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
5.7 %
12
Type of Reporting Person (See Instructions)
CO
SCHEDULE 13G
CUSIP No.
38358M109
1
Names of Reporting Persons
David P. Cohen
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
60,021.00
6
Shared Voting Power
18,400.00
7
Sole Dispositive Power
60,021.00
8
Shared Dispositive Power
18,400.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
78,421.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
7.5 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Gouverneur Bancorp, Inc./MD/
(b)
Address of issuer's principal executive offices:
42 CHURCH STREET, GOUVERNEUR, NEW YORK, 13642
Item 2.
(a)
Name of person filing:
Minerva Advisors LLC
Minerva Group, LP
Minerva GP, LP
Minerva GP, Inc.
David P. Cohen
(b)
Address or principal business office or, if none, residence:
50 Monument Road, Suite 201
Bala Cynwyd, PA 19004
(c)
Citizenship:
David P. Cohen is a U.S. Citizen.
Minerva Advisors LLC, Minerva Group, LP, and Minerva GP, LP are organized under Delaware law.
Minerva GP, Inc. is organized under Pennsylvania law.
(d)
Title of class of securities:
Common Stock, par value $0.01 per share
(e)
CUSIP No.:
38358M109
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
Minerva Advisors LLC* - 78,421
Minerva Group, LP - 60,021
Minerva GP, LP* - 60,021
Minerva GP, Inc.* - 60,021
David P. Cohen* - 78,421
*Each of these reporting persons is deemed a beneficial owner of the 60,021 shares of the Issuer held by Minerva Group, LP. David P. Cohen is also deemed a beneficial owner of the 78,421 shares of the Issuer beneficially owned by Minerva Advisors LLC.
(b)
Percent of class:
Minerva Advisors LLC* - 7.5%
Minerva Group, LP - 5.7%
Minerva GP, LP* - 5.7%
Minerva GP, Inc.* - 5.7%
David P. Cohen* - 7.5%
*Each of these reporting persons is deemed a beneficial owner of the 5.7% of the shares of the Issuer held by Minerva Group, LP. David P. Cohen is also deemed a beneficial owner of the 7.5% of the shares of the Issuer beneficially owned by Minerva Advisors LLC.
Based on a total of 1,050,546 shares of the Issuer's Common Stock outstanding as of December 25, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q for the period ended September 30, 2025.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Minerva Advisors LLC* - 60,021
Minerva Group, LP - 60,021
Minerva GP, LP* - 60,021
Minerva GP, Inc.* - 60,021
David P. Cohen* - 60,021
*Each of these reporting persons is deemed a beneficial owner of the 60,021 shares of the Issuer held by Minerva Group, LP.
(ii) Shared power to vote or to direct the vote:
Minerva Advisors LLC - 18,400
David P. Cohen** - 18,400
**David P. Cohen is deemed a beneficial owner of the 18,400 shares of the Issuer beneficially owned by Minerva Advisors LLC.
(iii) Sole power to dispose or to direct the disposition of:
Minerva Advisors LLC* - 60,021
Minerva Group, LP - 60,021
Minerva GP, LP* - 60,021
Minerva GP, Inc.* - 60,021
David P. Cohen* - 60,021
*Each of these reporting persons is deemed a beneficial owner of the 60,021 shares of the Issuer held by Minerva Group, LP.
(iv) Shared power to dispose or to direct the disposition of:
Minerva Advisors LLC - 18,400
David P. Cohen** - 18,400
**David P. Cohen is deemed a beneficial owner of the 18,400 shares of the Issuer beneficially owned by Minerva Advisors LLC.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
