8-K
Gouverneur Bancorp, Inc./MD/ (GOVB)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 30, 2025
GOUVERNEUR BANCORP, INC.
(Exact name of registrant as specified in its charter)
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| Maryland | 000-56605 | 37-2102925 | ||
| (State or Other Jurisdiction<br>of Incorporation) | | (Commission File Number) | | (IRS Employer<br>Identification No.) |
42 Church Street , Gouverneur , New York **** 13642 ****
(Address of principal executive offices, including zip code)
( 315 ) 287-2600
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
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| | ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| | ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| | ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class: | Trading Symbol | Name of each exchange on which registered: | |
| None | |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02 Results of Operations and Financial Condition.
On October 30, 2025, Gouverneur Bancorp, Inc. (the “Company”) issued a press release announcing its financial results for the three months and year ended September 30, 2025. A copy of the Company’s press release is attached as Exhibit 99.1 and is furnished herewith.
The information contained in this Item 2.02 and in Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific references in such a filing.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 30, 2025, Gouverneur Savings and Loan Association (the “Bank”) entered into change in control agreements (the “Agreements”) with (i) Stephen M. Jefferies, President and Chief Executive Officer of the Company and the Bank, (ii) James D. Campanaro, Vice President and Chief Financial Officer of the Company and the Bank, and (iii) Sadie M. Hall, Vice President, Chief Operating Officer and Compliance Officer of the Company and the Bank (each, an “Executive”). The Company was also a signatory to each of the Agreements, solely for purposes of guaranteeing the performance of the Bank under the Agreements.
Each of the Agreements has a term of twenty-four months. Commencing on October 30, 2026, and continuing each October 30th thereafter, the term of each Agreement will extend for an additional twelve months, so that the remaining term of the Agreement is always twenty-four months, unless the Bank provides written notice of non-renewal to the Executive as required under the Agreement.
Under each Agreement, in the event that the Executive’s employment is involuntarily terminated without “cause” (as defined in the Agreement), or the Executive resigns for “good reason” (as defined in the Agreement), concurrent with, or within twenty-four months after, a change in control of the Bank or the Company, the Executive will be entitled to receive: (i) the Executive’s earned but unpaid base salary, accrued but unused vacation leave and earned but unpaid annual bonus, through the Executive’s termination date; (ii) a lump sum cash payment equal to two times the sum of (a) the Executive’s then current base salary and (b) the average of the cash bonuses earned by the Executive over the three years immediately preceding the change in control; and (iii) continued COBRA coverage, at the Bank’s expense, in the Bank’s health, dental and vision plans through the earlier of (a) 18 months following the date of the Executive’s termination or (b) the procurement by the Executive of such insurance coverage under another plan.
Each Agreement includes a “net after tax benefit” provision if the change in control severance benefits under the Agreement or otherwise would result in “excess parachute payments” under Section 280G of the Internal Revenue Code of 1986, as amended. The net after tax benefit approach would reduce the Executive’s payments and benefits, if necessary, to avoid triggering an excise tax if the reduction would result in a greater after-tax amount paid compared to the payments and benefits the Executive would receive net of the excise tax if no reduction were made to the payment and benefits.
The Company will file copies of the Agreements as exhibits to its Annual Report on Form 10-K for the year ended September 30, 2025.
Item 9.01 Financial Statements and Other Exhibits.
| (d) | Exhibits: |
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| 99.1 | Press Release dated October 30, 2025 |
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| 104 | Cover Page Interactive Data File (embedded within the inline XBRL document) |
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.
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| | GOUVERN BANCORP, INC. |
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| | By: |
| | Name: |
| | Title: |
All values are in Euros.
Date: October 31, 2025
3
Gouverneur Bancorp Announces Earnings
Exhibit 99.1
Gouverneur Bancorp, Inc. Announces Fiscal 2025 Fourth Quarter and Fiscal Year Results
Gouverneur, New York, October 30, 2025: Gouverneur Bancorp, Inc. (OTCQB: GOVB) (the “Company”), the holding company for Gouverneur Savings and Loan Association (the “Bank”), today announced the Company’s results for the fourth quarter and full fiscal year ended September 30, 2025.
The Company reported net income of $238,000, or $0.24 per basic and diluted share, for the quarter ended September 30, 2025, compared to net income of $136,000, or $0.13 per basic and diluted share, for the quarter ended September 30, 2024. The Company also reported net income of $733,000, or $0.72 per basic and diluted share, for the fiscal year ended September 30, 2025, compared to net income of $539,000, or $0.51 per basic and diluted share, for the fiscal year ended September 30, 2024.
Summary of Financial Results
Our results of operations depend primarily on our net interest income. Net interest income is the difference between the interest income we earn on our interest-earning assets, consisting primarily of loans and securities, and the interest we pay on our interest-bearing liabilities, consisting primarily of savings and club accounts, NOW and money market accounts and time certificates. Our results of operations also are affected by our provisions for credit losses, non-interest income and non-interest expense. Non-interest income currently consists primarily of service charges, earnings on bank owned life insurance and loan servicing fees. Non-interest expense currently consists primarily of salaries and employee benefits, directors’ fees, occupancy and data processing expense and professional fees. Our results of operations also may be affected significantly by other factors including, but not limited to, general and local economic and competitive conditions, changes in market interest rates, governmental policies and actions of regulatory authorities.
Total assets increased by $1.2 million or 0.64%, from $197.3 million at September 30, 2024 to $198.5 million at September 30, 2025. Securities available for sale decreased $4.4 million, or 9.74%, from $45.3 million as of September 30, 2024 to $40.9 million as of September 30, 2025 as the Bank received principal paydowns, maturities and sale proceeds along with a decrease in the market value as market rates fluctuate. Net loans increased by $7.2 million or 5.83%, from $124.3 million at September 30, 2024 to $131.5 million at September 30, 2025. The Bank recorded a $32,000 provision for credit loss for the three months ended September 30, 2025, compared to no provision for credit loss recorded during the same period in the prior year. The Bank made a $59,000 provision for credit loss in fiscal 2025, a decrease from the $70,000 provision made in fiscal 2024.
Deposits decreased $5.1 million or 3.20%, to $154.8 million at September 30, 2025 from $159.9 million at September 30, 2024 due to seasonal fluctuations and activity from a small number of larger deposit relationships. At September 30, 2025, the Company held $7.0 million in advances from the Federal Home Loan Bank of New York (FHLBNY) and did not hold any brokered deposits.
Shareholders’ equity was $32.1 million at September 30, 2025, representing a decrease of 2.01% from the September 30, 2024 balance of $32.8 million. The decrease in shareholders’ equity was primarily a result of a $0.5 million decrease to the market value of the securities portfolio included in accumulated other comprehensive loss, and the repurchase of common stock to authorized but unissued by the Company, partially offset by net income. The Company declared cumulative dividends of $0.16 per share totaling $174,000 during the year ended September 30, 2025. The Company’s book value was $30.55 per common share based on 1,107,134 shares issued and 1,050,945 shares outstanding at
September 30, 2025. The Company’s book value was $29.59 per common share based on 1,107,134 shares issued and outstanding at September 30, 2024.
Total interest income increased $45,000, or 2.09%, from $2.1 million for the quarter ended September 30, 2024 to $2.2 million for the quarter ended September 30, 2025 due to an increase in loan income, partially offset by a decrease in interest income from investments in taxable and non-taxable securities. For the year ended September 30, 2025, total interest income increased $101,000, or 1.18%, from $8.6 million for the year ended September 30, 2024 to $8.7 million. Interest income on loans increased $112,000, or 6.77%, for the quarter ended September 30, 2025 as compared to the quarter ended September 30, 2024. For the year ended September 30, 2025, interest income on loans increased $315,000, or 4.81%, from the year ended September 30, 2024 due to an increase in market rates resulting in higher interest rates on loan originations and repricing, along with an increase in loan volume.
Total interest expense decreased $3,000, or 0.81%, from $370,000 for the quarter ended September 30, 2024 to $367,000 for the quarter ended September 30, 2025. For the year ended September 30, 2025, total interest expense increased $100,000, or 7.05%, from $1.4 million for the year ended September 30, 2024 to $1.5 million. Interest expense on deposits decreased $21,000, from $377,000 for the quarter ended September 30, 2024 to $356,000 for the quarter ended September 30, 2025. For the year ended September 30, 2025, interest expense on deposits increased $274,000, from $1.2 million for the year ended September 30, 2024 to $1.5 million. Interest expense on FHLB borrowings decreased $2,000 and $306,000 for the three months and year ended September 30, 2025, respectively, compared to the same periods in fiscal 2024 as the Bank did not hold FHLB advances for the majority of fiscal 2025. The decrease in total interest expense for the three months ended September 30, 2025 was due to the decrease in interest expense on deposits, partially offset by a decrease in interest income on the swap agreements hedged against borrowings. The increase in total interest expense for the year ended September 30, 2025 was due to the increase in interest on deposits, resulting from higher deposit rates from the respective prior year periods, and a decrease in income earned on swap agreements hedged against certain borrowings partially offset by a decrease in borrowing interest expense.
Net interest margin, which represents net interest income as a percentage of average interest-earning assets, was 4.12% and 4.04% for the quarters ended September 30, 2025 and 2024, and 4.08% and 4.03% for the years ended September 30, 2025 and 2024, respectively. Net interest margin increased primarily due to an increase in net interest income.
Non-interest income increased $102,000, from $245,000 for the quarter ended September 30, 2024 to $347,000 for the quarter ended September 30, 2025. The increase is largely due to a gain realized on the sale of equity securities for the quarter ended September 30, 2025. For the year ended September 30, 2025, non-interest income increased $283,000 to $1.1 million, from $772,000 for the year ended September 30, 2024. This includes the unrealized market value loss on swap agreements held with the FHLBNY of $9,000 and $240,000 for the years ended September 30, 2025 and 2024, respectively. Other non-interest income increased $49,000 during the year ended September 30, 2025 compared to fiscal 2024, primarily due to the recognition of additional income from a tax-related refund, including a Mortgage Recording Tax (MRT) credit.
Non-interest expense decreased $33,000 for the three months ended September 30, 2025, remaining at $1.9 million compared to the three months ended September 30, 2024. The total decrease included a $53,000 decrease in salaries and employee benefits primarily due to staff retirements in prior year. For the year ended September 30, 2025, non-interest expense decreased $22,000 compared to fiscal 2024.
Total non-interest expense included a decrease in salaries and employee benefits of $119,000 and a $12,000 decrease in earnings on the Bank’s deferred fees plan due to fluctuations in market rates. Data processing and occupancy expenses also decreased during the year ended September 30, 2025. Other non-interest expense increased $277,000 during the year ended September 30, 2025, primarily due to operational expenses related to the Company’s operations as a public company.
Financial and Operational Metrics (GAAP) – The following information is preliminary and based on the Company’s data available at the time of presentation.
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| | | 9/30/2025 | | 9/30/2024 | ||
| | | (In Thousands) | ||||
| | | (unaudited) | | | | |
| Statement of Condition | | | | | ||
| Assets | | | | | | |
| Cash and Cash Equivalents | | $ | 4,659 | | $ | 6,370 |
| Securities Available-for-Sale | | 40,931 | | 45,348 | ||
| Loans Receivable, Net of Allowance for Credit | | | ||||
| Losses and Deferred Loan Fees | | 131,504 | | 124,257 | ||
| Premises and Equipment, Net | | 2,904 | | 2,924 | ||
| Goodwill and Intangible Assets | | 5,531 | | 5,901 | ||
| Accrued Interest Receivable and Other Assets | | 12,999 | | 12,460 | ||
| Total Assets | | $ | 198,528 | | $ | 197,260 |
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| Liabilities and Shareholders’ Equity | | | ||||
| Deposits | | $ | 154,780 | | $ | 159,902 |
| FHLB Advances | | 7,000 | | — | ||
| Accrued Interest Payable and Other Liabilities | | 4,640 | | 4,593 | ||
| Total Liabilities | | 166,420 | | 164,495 | ||
| | | | | | | |
| Common Stock | | 11 | | 11 | ||
| Additional Paid in Capital | | 6,514 | | 6,487 | ||
| Unearned Common Stock held by ESOP | | (501) | | (540) | ||
| Retained Earnings | | 28,972 | | 28,413 | ||
| Accumulated Other Comprehensive Loss | | (2,187) | | (1,606) | ||
| Authorized but Unissued Stock | | (701) | | — | ||
| Total Shareholders’ Equity | | 32,108 | | 32,765 | ||
| Total Liabilities and Shareholders’ Equity | | $ | 198,528 | | $ | 197,260 |
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| | | For the Quarter Ended | | For the Fiscal Year Ended | |||||||||
| | | 9/30/2025 | | 9/30/2024 | | 9/30/2025 | | 9/30/2024 | |||||
| | -In Thousands except per share data | | |||||||||||
| | | -unaudited | | | | | -unaudited | | | | | ||
| Statement of Earnings | | | | | | | | | | ||||
| Interest Income | | $ | 2,193 | | $ | 2,148 | | $ | 8,666 | | $ | 8,565 | |
| Interest Expense | | 367 | | 370 | | 1,518 | | 1,418 | | ||||
| Net Interest Income | | 1,826 | | 1,778 | | 7,148 | | 7,147 | | ||||
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| Provision for Credit Loss | | 32 | | — | | 59 | | 70 | | ||||
| Net Interest Income After Provision for Credit Loss | | 1,794 | | 1,778 | | 7,089 | | 7,077 | | ||||
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| Non-interest Income | | 347 | | 245 | | 1,055 | | 772 | | ||||
| Non-interest Expenses | | 1,877 | | 1,910 | | 7,351 | | 7,373 | | ||||
| | | | | | | | | | | | | | |
| Income Before Income Tax Expense (Benefit) | | 264 | | 113 | | 793 | | 476 | | ||||
| Income Tax Expense (Benefit) | | 26 | | (23) | | 60 | | (63) | | ||||
| Net Income | | $ | 238 | | $ | 136 | | $ | 733 | | $ | 539 | |
| | | | | | | | | | | | | | |
| Performance Ratios | | | | | | ||||||||
| Basic and Diluted Earnings per Share | | $ | 0.24 | | $ | 0.13 | | $ | 0.72 | | $ | 0.51 | |
| Annualized Return on Average Assets | | 0.48 | % | 0.27 | % | 0.37 | % | 0.27 | % | ||||
| Annualized Return on Average Equity | | 2.99 | % | 1.68 | % | 2.31 | % | 1.76 | % | ||||
| Net Interest Spread | | 3.92 | % | 3.84 | % | 3.89 | % | 3.86 | % | ||||
| Net Interest Margin | | 4.12 | % | 4.04 | % | 4.08 | % | 4.03 | % |
About Gouverneur Bancorp, Inc.
Gouverneur Bancorp, Inc. is the holding company for Gouverneur Savings and Loan Association, which is a New York chartered savings and loan association founded in 1892 that offers deposit and loan services for businesses, families and individuals. At September 30, 2025, Gouverneur Bancorp, Inc. had total assets of $198.5 million, total deposits of $154.8 million and total stockholders’ equity of $32.1 million.
Forward-Looking Statements
This press release may contain forward-looking statements, which can be identified by the use of words such as “believes,” “expects,” “anticipates,” “estimates” or similar expressions. Such forward-looking statements and all other statements that are not historic facts are subject to risks and uncertainties which could cause actual results to differ materially from those currently anticipated due to a number of factors. These factors include, among others, the following: changes in interest rates; national and regional economic conditions; legislative and regulatory changes; monetary and fiscal policies of the U.S. government, including policies of the U.S. Treasury and the Federal Reserve Board; the impacts of tariffs, sanctions and other trade policies of the United States and its global trading counterparts; the impact of changing political conditions or federal government shutdowns; the size, quality and composition of the loan or investment portfolios; demand for loan products; deposit flows and our ability to effectively manage liquidity; competition; demand for financial services in our market area; changes in real estate market values in our market area; changes in relevant accounting principles and guidelines; our ability to attract and retain key employees; our ability to maintain the security of our data processing and information technology systems; and that the Company may not be successful in the implementation of its business strategy. Additionally, other risks and uncertainties are described in the Company’s Annual Report on Form 10-K for the year ended September 30, 2024 and other reports
the Company files with the SEC, which are available through the SEC’s EDGAR website located at www.sec.gov. These risks and uncertainties should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. Should one or more of these risks materialize, actual results may vary from those anticipated, estimated or projected.
Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. Except as may be required by applicable law or regulation, the Company and the Bank assume no obligation to update any forward-looking statements.
For more information, contact Stephen Jefferies, President and Chief Executive Officer at (315) 287-2600.