10-Q

Table of Contents ​

​

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2024

OR

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                to

Commission File No. 000-56605

GOUVERNEUR BANCORP, INC.

(Exact Name of Registrant as Specified in Its Charter)

​	​
Maryland (Statement or Other Jurisdiction of<br>Incorporation or Organization)	37-2102925 (I.R.S. Employer<br>Identification No.)
​	​
42 Church Street , Gouverneur , New York (Address of Principal Executive Offices)	13642 (Zip Code)

​

( 315 ) 287-2600

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading symbol(s)	Name of each exchange on which registered
None	​	​

​

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒  No  ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Date File required to be submitted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

​	​	​
Large accelerated filer	☐	Accelerated filer  ☐
Non-accelerated filer	☒	Smaller reporting company  ☒
​		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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  ☐  No ☒

The number of shares outstanding of the issuer’s common stock, as of May 10, 2024:  1,107,134 shares.

​

​

​

Table of Contents GOUVERNEUR BANCORP, INC.

Table of Contents

​	​	​
​	​	Page No.
​	​	​
PART I.	FINANCIAL INFORMATION	3
​	​	​
Item 1.	Financial Statements (Unaudited)	3
​	​	​
​	Consolidated Statements of Financial Condition at March 31, 2024 and September 30, 2023	3
​	​	​
​	Consolidated Statements of Earnings for the Three and Six Months Ended March 31, 2024 and 2023	4
​	​	​
​	Consolidated Statements of Comprehensive Income (Loss) for the Three and Six Months Ended March 31, 2024 and 2023	5
​	​	​
​	Consolidated Statements of Changes in Stockholders’ Equity for the Three and Six Months Ended March 31, 2024 and 2023	6
​	​	​
​	Consolidated Statements of Cash Flows for the Six Months Ended March 31, 2024 and 2023	8
​	​	​
​	Notes to Consolidated Financial Statements	9
​	​	​
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	46
​	​	​
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	60
​	​	​
Item 4.	Controls and Procedures	61
​	​	​
PART II.	OTHER INFORMATION	63
​	​	​
Item 1.	Legal Proceedings	63
​	​	​
Item 1A.	Risk Factors	63
​	​	​
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	63
​	​	​
Item 3.	Defaults Upon Senior Securities	63
​	​	​
Item 4.	Mine Safety Disclosures	63
​	​	​
Item 5.	Other Information	63
​	​	​
Item 6.	Exhibits	64
​	​	​
SIGNATURES	​	65

​ 2

Table of Contents PART I – FINANCIAL INFORMATION

Item 1.Financial Statements - Unaudited

GOUVERNEUR BANCORP, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

(In thousands, except share and per share data)

​

​	​	​	​	​	​	​
​	****	March 31,		****	September 30,
​	​	2024		​	2023
​	​	(unaudited)		​	​	​
Assets:		​			​
Cash and due from banks	​	$	8,357	​	$	9,306
Interest-bearing deposits in bank	​		1,756	​		1,101
Total cash and cash equivalents	​		10,113	​		10,407
​	​	​	​	​	​	​
Time Deposits in other financial institutions	​		245	​		484
Securities available-for-sale, at fair value	​		47,902	​		46,624
​	​	​	​	​	​	​
Loans receivable, net of allowance for credit losses: March 31, 2024: $1,062 and September 30, 2023: $623	​		​	​		​
net of discount at March 31, 2024: $907 and September 30, 2023: $992	​	​	123,722	​	​	125,427
​	​	​	​	​	​	​
Investments in restricted stock, at cost	​		1,045	​		1,471
Bank owned life insurance	​		7,059	​		6,984
Premises and equipment, net	​		2,951	​		3,073
Foreclosed real estate, net	​		39	​		101
Core deposit intangible	​		1,872	​		2,080
Goodwill	​		4,237	​		4,237
Accrued interest receivable and other assets	​		4,520	​		4,997
Total assets	​	$	203,705	​	$	205,885
​	​	​	​	​	​	​
Liabilities:	​			​
Deposits:	​	​	​	​	​	​
Non-interest-bearing demand	​	$	17,990	​	$	25,052
NOW and money market	​		55,581	​		42,625
Savings and club	​		58,875	​		66,570
Time certificates	​		30,321	​		24,531
Total deposits	​		162,767	​		158,778
​	​	​	​	​	​	​
Advances from the Federal Home Loan Bank	​		5,000	​		13,990
Advanced payments from borrowers for taxes and insurance	​		542	​		443
Accrued interest payable and other liabilities	​		3,661	​		7,566
Total liabilities	​		171,970	​		180,777
​	​	​	​	​	​	​
Shareholders' Equity:	​			​
Preferred stock, $.01 par value: March 31, 2024: 25,000,000 shares authorized; none issued	​		​	​		​
September 30, 2023: 1,000,000 shares authorized; none issued	​	​	—	​	​	—
Common stock, $.01 par value: March 31, 2024: 75,000,000 shares authorized; 1,107,134 shares issued	​		​	​		​
September 30, 2023: 9,000,000 shares authorized; 2,031,377 shares issued	​	​	11	​	​	24
Additional paid-in capital	​		6,487	​		5,035
Unearned common stock held by employee stock ownership plan	​	​	​	​	​	​
(unallocated shares March 31, 2024: 53,989: September 30, 2023: 0)	​	​	(540)	​	​	—
Retained earnings	​		28,094	​		28,242
Accumulated other comprehensive loss	​		(2,317)	​		(4,123)
Treasury Stock, at cost, (shares March 31, 2024: 0: September 30, 2023: 352,231)	​		—	​		(4,070)
Total shareholders' equity	​		31,735	​		25,108
Total liabilities and shareholders' equity	​	$	203,705	​	$	205,885

​

See accompanying notes to consolidated financial statements. 3

Table of Contents GOUVERNEUR BANCORP, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF EARNINGS

(In thousands, except per share data) (Unaudited)

​

​	​	​	​	​	​	​	​	​	​	​	​	​
​	****	Three Months Ended						Six Months Ended
​	​	March 31,					​	March 31,
​	****	2024		****	2023		****	2024		****	2023
Interest income:		​			​			​			​
Loans, net	​	$	1,630	​	$	1,487	​	$	3,231	​	$	2,969
Net swap income on loan hedge	​		—	​		13	​		—	​		40
Securities-taxable	​		348	​		356	​		705	​		693
Securities-non-taxable	​		150	​		131	​		296	​		276
Other short-term investments	​		17	​		31	​		41	​		54
Total interest income	​		2,145	​		2,018	​		4,273	​		4,032
​	​	​	​	​	​	​	​	​	​	​	​	​
Interest expense:	​			​			​			​
Deposits	​		292	​		67	​		535	​		122
Net swap income on deposit hedge	​	​	—	​	​	(45)	​	​	—	​	​	(76)
Borrowings – short term and long term	​		75	​		47	​		206	​		53
Net swap income on borrowing hedge	​		(30)	​		—	​		(80)	​		—
Total interest expense	​		337	​		69	​		661	​		99
​	​	​	​	​	​	​	​	​	​	​	​	​
Net interest income	​		1,808	​		1,949	​		3,612	​		3,933
Provision for credit losses	​		​	​		​	​		​	​		​
Loans	​	​	—	​	​	47	​	​	68	​	​	62
Unfunded commitments	​	​	—	​	​	—	​	​	2	​	​	—
Net interest income after provision for credit losses	​		1,808	​		1,902	​		3,542	​		3,871
​	​	​	​	​	​	​	​	​	​	​	​	​
Non-interest income:	​			​			​			​
Service charges	​		75	​		77	​		161	​		169
Realized loss on sales of securities – AFS	​		—	​		(319)	​		—	​		(661)
Realized gain on swap unwound	​		—	​		310	​		75	​		654
Earnings on investment in life insurance	​		38	​		35	​		75	​		70
Earnings on deferred fees plan	​		33	​		14	​		45	​		41
Unrealized loss on swap agreements	​		(38)	​		(387)	​		(181)	​		(823)
Earnings on MPF and MAP programs	​		9	​		11	​		20	​		21
Other non-interest income	​		79	​		78	​		148	​		158
Total non-interest income (loss), net	​		196	​		(181)	​		343	​		(371)
​	​	​	​	​	​	​	​	​	​	​	​	​
Non-interest expenses:	​			​			​			​
Salaries and employee benefits	​		880	​		874	​		1,743	​		1,676
Directors fees	​		90	​		72	​		176	​		143
Earnings on deferred fees plan	​		33	​		14	​		45	​		41
Building, occupancy and equipment	​		258	​		270	​		497	​		511
Data processing	​		120	​		119	​		226	​		228
Postage and supplies	​		47	​		36	​		71	​		81
Professional fees	​		192	​		120	​		341	​		226
Intangibles & deposit premium amortization	​		104	​		114	​		208	​		229
Foreclosed assets, net	​		5	​		8	​		9	​		31
Other non-interest expense	​		190	​		213	​		383	​		442
Total non-interest expenses	​		1,919	​		1,840	​		3,699	​		3,608
​	​	​	​	​	​	​	​	​	​	​	​	​
Income (loss) before income tax benefit	​		85	​		(119)	​		186	​		(108)
Income tax benefit	​		(17)	​		(72)	​		(34)	​		(108)
Net income (loss)	​	$	102	​	$	(47)	​	$	220	​	$	—
​	​	​	​	​	​	​	​	​	​	​	​	​
Earnings per common share – basic	​	$	0.10	​	$	(0.02)	​	$	0.21	​	$	—
Earnings per common share – diluted	​	$	0.10	​	$	(0.02)	​	$	0.21	​	$	—

​

See accompanying notes to consolidated financial statements. 4

Table of Contents ​

GOUVERNEUR BANCORP, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(In thousands, except per share data) (Unaudited)

​	​	​	​	​	​	​	​	​	​	​	​	​
​	****	Three Months Ended						Six Months Ended
​	​	March 31,					​	March 31,
​	****	2024		****	2023		****	2024		****	2023
Net Income (Loss)	​	$	102	​	$	(47)	​	$	220	​	$	—
Other comprehensive income (loss) net of tax:	​			​			​			​
Unrealized gain (loss) on securities:	​			​			​			​
Unrealized holding gain (loss) arising during period	​		(542)	​		771	​		2,224	​		2,077
Deferred Tax expense (benefit)	​		(114)	​		162	​		467	​		436
Unrealized holding gain (loss), net of deferred taxes	​	​	(428)	​	​	609	​	​	1,757	​	​	1,641
​	​	​	​	​	​	​	​	​	​	​	​	​
Post-retirement benefit	​		3	​		46	​		62	​		92
Deferred Tax expense	​		1	​		10	​		13	​		19
Post-retirement benefit, net of deferred taxes	​	​	2	​	​	36	​	​	49	​	​	73
​	​	​	​	​	​	​	​	​	​	​	​	​
Total other comprehensive income (loss)	​		(426)	​		645	​		1,806	​		1,714
Total comprehensive income (loss)	​	$	(324)	​	$	598	​	$	2,026	​	$	1,714

​

See accompanying notes to consolidated financial statements.

​ 5

Table of Contents GOUVERNEUR BANCORP, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

Three Months Ended March 31, 2024 and 2023

(In thousands, except share and per share data) (Unaudited)

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	****	​	​		​	​		Unearned			​	​		​	​		Accumulated			​	​
​	​	​	​	​	Additional		​	Common		​	​	​	​	​	​	​	Other		​	Total
​	​	Common		​	Paid-in		​	Stock		​	Retained		​	Treasury		​	Comprehensive		​	Shareholder’s
​	****	Stock		****	Capital		****	held by ESOP		****	Earnings		****	Stock		****	Income (Loss)		****	Equity
Balance at December 31, 2022 (unaudited)	​	$	24	​	$	5,035	​	$	—	​	$	28,174	​	$	(4,070)	​	$	(3,219)	​	$	25,944
Comprehensive income:	​			​			​	​	​	​			​			​			​
Net loss	​		—	​		—	​	​	—	​		(47)	​		—	​		—	​		(47)
Net pension and postretirement benefit, net of taxes	​		—	​		—	​	​	—	​		—	​		—	​		36	​		36
Change in unrealized losses on securities available-for-sale, net of reclassification adjustment and tax effects	​	​	—	​	​	—	​	​	—	​		—	​		—	​		609	​		609
Total comprehensive income	​	​	​	​			​	​	​	​			​			​			​		598
Cash dividends declared, $0.10 per share	​	​	​	​	​	​	​	​	​	​	​	(203)	​	​	​	​	​	​	​	​	​
Balance at March 31, 2023 (unaudited)	​	$	24	​	$	5,035	​	$	—	​	$	27,924	​	$	(4,070)	​	$	(2,574)	​	$	26,339
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Balance at December 31, 2023 (unaudited)	​	$	11	​	$	6,487	​	$	(540)	​	$	27,992	​	$	—	​	$	(1,891)	​	$	32,059
Comprehensive income (loss):	​			​			​	​	​	​			​			​			​
Net income	​		—	​		—	​	​	—	​		102	​		—	​		—	​		102
Net pension and postretirement benefit, net of taxes	​		—	​		—	​	​	—	​		—	​		—	​		2	​		2
Change in unrealized losses on securities available-for-sale, net of reclassification adjustment and tax effects	​		—	​		—	​	​	—	​		—	​		—	​		(428)	​		(428)
Total comprehensive loss	​		​	​			​	​	​	​			​			​			​		(324)
Balance at March 31, 2024 (unaudited)	​	$	11	​	$	6,487	​	$	(540)	​	$	28,094	​	$	—	​	$	(2,317)	​	$	31,735

​

See accompanying notes to consolidated financial statements. 6

Table of Contents G OUVERNEUR BANCORP, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

Six Months Ended March 31, 2024 and 2023

(In thousands, except share and per share data) (Unaudited)

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​			​			​		Unearned			****				​	****	Accumulated				​
​	​	​	​	​	Additional		​	Common		​	​		​	​	​	​	Other		​	Total
​	​	Common		​	Paid-in		​	Stock		​	Retained		​	Treasury		​	Comprehensive		​	Shareholder’s
​	****	Stock		****	Capital		****	held by ESOP		****	Earnings		****	Stock		****	Income (Loss)		****	Equity
Balance at September 30, 2022	​	$	24	​	$	5,035	​	$	—	​	$	28,128	​	$	(4,070)	​	$	(4,288)	​	$	24,829
Comprehensive income:	​			​			​		​	​			​			​			​
Net income	​		—	​		—	​		—	​		—	​		—	​		—	​		—
Net pension and postretirement benefit, net of taxes	​		—	​		—	​		—	​		—	​		—	​		73	​		73
Change in unrealized losses on securities available-for-sale, net of reclassification adjustment and tax effects	​		—	​		—	​		—	​		—	​		—	​		1,641	​		1,641
Total comprehensive income	​		​	​		​	​		​	​			​			​			​		1,714
Cash dividends declared, $0.10 per share	​		—	​		—	​		—	​		(204)	​		—	​		—	​		(204)
Balance at March 31, 2023 (unaudited)	​	$	24	​	$	5,035	​	$	—	​	$	27,924	​	$	(4,070)	​	$	(2,574)	​	$	26,339
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Balance at September 30, 2023	​	$	24	​	$	5,035	​	$	—	​	$	28,242	​	$	(4,070)	​	$	(4,123)	​	$	25,108
Comprehensive income:	​			​			​		​	​			​			​			​
Net income	​		—	​		—	​		—	​		220	​		—	​		—	​		220
Net pension and postretirement benefit, net of taxes	​		—	​		—	​		—	​		—	​		—	​		49	​		49
Change in unrealized gain (losses) on securities available-for-sale, net of reclassification adjustment and tax effects	​		—	​		—	​		—	​		—	​		—	​		1,757	​		1,757
Total comprehensive income	​		​	​		​	​		​	​		​	​			​			​		2,026
Net proceeds from stock offering and holding company conversion	​	​	—	​	​	4,932	​	​	—	​	​	—	​	​	—	​	​	—	​	​	4,932
Common stock issued in stock offering (1,107,134 shares)	​	​	11	​	​	(11)	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—
Cancellation of common stock (2,031,377 shares)	​	​	(20)	​	​	20	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—
Cancellation of treasury stock (352,231 shares)	​	​	(4)	​	​	(4,066)	​	​	—	​	​	—	​	​	4,070	​	​	—	​	​	—
Purchase of ESOP shares (57,845 shares)	​	​	—	​	​	578	​	​	(578)	​	​	—	​	​	—	​	​	—	​	​	—
ESOP shares committed to be released (3,856 shares)	​	​	—	​	​	(1)	​	​	38	​	​	—	​	​	—	​	​	—	​	​	37
Adoption of ASU 2016-13 Current Expected Credit Losses	​	​	—	​	​	—	​	​	—	​	​	(368)	​	​	—	​	​	—	​	​	(368)
Balance at March 31, 2024 (unaudited)	​	$	11	​	$	6,487	​	$	(540)	​	$	28,094	​	$	—	​	$	(2,317)	​	$	31,735

​

See accompanying notes to consolidated financial statements.

​ 7

Table of Contents GOUVERNEUR BANCORP, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands) (Unaudited)

​	​	​	​	​	​	​
​	****	Six Months Ended
​	​	March 31,
​	****	2024		****	2023
​	​	​	​	​	​	​
Cash flows from operating activities:		​			​
Net Income	​	$	220	​	$	—
Adjustments to reconcile net income to net cash and cash equivalents provided by operating activities:	​			​
Provision for credit loss	​		70	​		62
Net amortization of deferred fees on loans	​		37	​		50
Net amortization of securities premiums and discounts	​	​	(332)	​	​	(352)
Depreciation	​		128	​		111
Net realized losses on securities available for sale	​		—	​		661
Net amortization of core deposits intangible	​		208	​		231
Loss on subsequent write-downs of REOs	​	​	—	​	​	23
Net realized losses on sale of foreclosed assets	​	​	2	​	​	—
ESOP committed to be released	​	​	37	​	​	—
Earnings on investment in life insurance	​	​	(75)	​	​	(70)
(Increase) decrease in accrued interest receivable and other assets	​		(4)	​		84
Decrease in accrued interest payable and other liabilities	​		(3,843)	​		(156)
Net cash (used in) provided by operating activities	​		(3,552)	​		644
Cash flows from investing activities:	​			​
Securities available for sale:	​			​
Proceeds from sales of securities Available for Sale (AFS)	​		—	​		4,988
Proceeds from maturities and principal reductions of securities (AFS)	​		3,784	​		2,008
Purchases of securities (AFS)	​		(2,266)	​		(5,035)
(Purchases) redemptions of FHLB stock	​		426	​		(382)
Net decrease in loans receivable	​		1,257	​		546
Additions to premises and equipment	​		(6)	​		(148)
Proceeds from the sale of foreclosed assets	​		33	​		52
Net cash provided by investing activities	​		3,228	​		2,029
Cash flows from financing activities:	​			​
Net increase (decrease) in deposits	​		3,989	​		(18,055)
Net increase (decrease) in short-term borrowings	​	​	(8,990)	​	​	8,900
Advance payments by borrowers for property taxes and insurance, net	​		99	​		71
Net stock offering proceeds	​	​	4,932	​	​	—
Cash dividends paid to common stock shareholders	​		—	​		(204)
Net cash provided by (used in) financing activities	​		30	​		(9,288)
Net decrease in cash and cash equivalents	​		(294)	​		(6,615)
Cash and cash equivalents – Beginning of Period	​		10,407	​		14,344
Cash and cash equivalents – End of Period	​	$	10,113	​	$	7,729
Supplemental disclosures:	​			​
Cash paid during the period for interest	​	$	686	​	$	110
Loans receivable transferred to foreclosed assets during the period	​		—	​		58
Write-downs on foreclosed assets through the allowance for credit losses on loans	​		(27)	​		—

​

See accompanying notes to consolidated financial statements.

​ 8

Table of Contents NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Note 1:  Basis of Presentation

The accompanying consolidated financial statements include the accounts of Gouverneur Bancorp, Inc. (“Bancorp”) and Gouverneur Savings and Loan Association (the “Bank”), the wholly owned and only direct subsidiary of  Bancorp, and GS&L Municipal Bank, the wholly owned and only subsidiary of the Bank, (collectively referred to as the “Company”) as of March 31, 2024 (unaudited) and September 30, 2023 and for the three and six-month periods ended March 31, 2024 and 2023 (unaudited). These consolidated financial statements were prepared in accordance with instructions for Form 10-Q and, therefore, do not include information or footnotes necessary for a complete presentation of financial condition, results of operations, and cash flows in conformity with generally accepted accounting principles in the United States of America.

Bancorp is a Maryland corporation that was incorporated in June 2023 to be the successor to Gouverneur Bancorp, Inc., a federally chartered corporation (the “Mid-Tier Holding Company”), upon completion of the second-step conversion of the Bank from the two-tier mutual holding company structure to the stock holding company structure.  Cambray Mutual Holding Company (“Cambray”) was the former mutual holding company for the Mid-Tier Holding Company prior to the completion of the second-step conversion.  In conjunction with the second-step conversion, each of Cambray Mutual Holding Company and the Mid-Tier Holding Company merged out of existence and now cease to exist.  The second-step conversion was completed on October 31, 2023, at which time the Company sold, for gross proceeds of $7.2 million, a total of 723,068 shares of common stock at $10.00 per share, including 57,845 shares sold to the Bank’s employee stock ownership plan.  As part of the second-step conversion, each of the existing outstanding shares of Mid-Tier Holding Company common stock owned by persons other than Cambray Mutual Holding Company was converted into 0.5334 shares of Bancorp common stock.  As a result of the second-step conversion, all share information has been subsequently revised to reflect the 0.5334 exchange ratio, unless otherwise noted.

On September 16, 2022, the Bank completed its acquisition of Citizens Bank of Cape Vincent (“CBCV”), Cape Vincent, New York, a commercial bank with full-service offices in the villages of Cape Vincent, Chaumont and LaFargeville.  At the effective time of the acquisition, CBCV was merged with and into Gouverneur Savings and Loan Association and each CBCV stockholder became entitled to receive $1,056.11 in cash for each share of CBCV common stock that they held at the effective time of the merger.

​

In conjunction with the acquisition of CBCV in September 2022, the Bank formed the limited purpose GS&L Municipal Bank in order to continue to hold CBCV’s roughly $24,187,000 in municipal deposits and continue to compete for such deposits in the future. GS&L Municipal Bank is a limited purpose commercial bank that is a wholly owned subsidiary of the Bank and operates under the same regulatory and operating framework as the Bank. The formation of GS&L Municipal Bank included an initial $2.5 million contribution from the Bank. GS&L Municipal Bank is a New York chartered limited purpose commercial bank organized to solicit municipal deposits from local government entities such as towns, cities, school districts, fire districts and other municipalities. The Bank views GS&L Municipal Bank as a source of low cost and stable source of funds that will further the Bank’s commitment to the communities in which the Bank operates.

​

In the opinion of management, all adjustments, consisting of only normal recurring adjustments or accruals, which are necessary for a fair presentation of the consolidated financial statements have been made at and for the three-month and six-month periods ended March 31, 2024 and 2023.  The results of operations for the three and six-month periods ended March 31, 2024 are not necessarily indicative of the results which may be expected for an entire fiscal year or any other period.

The data in the consolidated statements of financial condition for September 30, 2023 was derived from the Company’s audited consolidated financial statements for the year ended September 30, 2023.  That data, along with the interim financial information presented in the consolidated statements of financial condition, earnings, comprehensive income 9

Table of Contents (loss), shareholders’ equity and cash flows should be read in conjunction with the Company’s audited consolidated financial statements as of and for the year ended September 30, 2023, including the notes thereto.  Certain amounts for the three-month and six-month periods ended March 31, 2023 were reclassified to conform to the presentation of March 31, 2024.

Note 2:  Summary of Significant Accounting Policies

Principles of Consolidation

The consolidated financial statements of the Company include the accounts of Bancorp and its wholly-owned subsidiary, the Bank, and the Bank’s wholly owned subsidiary, GS&L Municipal Bank.

​

At March 31, 2024, GS&L Municipal Bank held $27.6 million of the Bank’s $47.9 million investment securities portfolio and $25.6 million of the Bank’s deposits.

All significant intercompany accounts and transactions have been eliminated in consolidation.

Use of Estimates in Preparation of Financial Statements

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Material estimates that are particularly susceptible to significant change relate to the determination of the allowance for loan losses. In connection with the determination of the estimated loan losses, management obtains independent appraisals for significant properties.

The Company’s loans are generally secured by specific items of collateral including real property, consumer assets, and business assets. Although the Company has a diversified portfolio, a substantial portion of its debtors’ ability to honor their contracts is dependent on local economic conditions. While management uses available information to recognize losses on loans and foreclosed assets, further reductions in the carrying amounts of loans and foreclosed assets may be necessary, based on changes in local economic conditions. In addition, regulatory agencies, as an integral part of their examination process, periodically review the estimated losses on loans and foreclosed assets. Such agencies may require the Company to recognize additional losses based on their judgments about information available to them at the time of their examination. Because of these factors, it is reasonably possible that the estimated losses on loans and foreclosed assets may change materially in the near term. However, the amount of the change that is reasonably possible cannot be estimated.

Recent Accounting Pronouncements

The Company’s significant accounting policies followed in the preparation of the unaudited consolidated financial statements are disclosed in Note 2 of the audited financial statements and notes for the year ended September 30, 2023 and are contained in the Company’s Annual Report on Form 10-K for the year ended September 30, 2023. There have been no significant changes to the application of significant accounting policies since September 30, 2023, except for the following:

On October 1, 2023, the Company adopted ASU 2016-13 Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (ASC 326). This standard replaced the incurred loss methodology with an expected loss methodology that is referred to as the current expected credit loss (“CECL”) methodology. CECL 10

Table of Contents required an estimate of credit losses for the remaining estimated life of the financial asset using historical experience, current conditions, and reasonable and supportable forecasts and generally applies to financial assets measured at amortized cost, including loan receivables and held-to-maturity debt securities, and some off-balance sheet credit exposures such as unfunded commitments to extend credit. Financial assets measured at amortized cost will be presented at the net amount expected to be collected by using an allowance for credit losses.

In addition, CECL made changes to the accounting for available for sale debt securities. One such change is to require that credit losses be presented as an allowance rather than as a write-down on available for sale debt securities if management does not intend to sell and does not believe that it is more likely than not that the Company will be required to sell.

The Company adopted ASC 326 and all related subsequent amendments thereto effective October 1, 2023 using the modified retrospective approach for all financial assets measured at amortized cost and off-balance sheet credit exposures. The transition adjustment of the adoption of CECL included an increase in the allowance for credit losses on loans of $436,000, which is presented as a reduction to net loans outstanding, and an increase in the allowance for credit losses on unfunded loan commitments of $29,000, which is recorded within Other Liabilities on the accompanying statements of financial condition. The Company recorded a net decrease to retained earnings of $368,000 as of October 1, 2023 for the cumulative effect of adopting CECL, which reflects the transition adjustments noted above, net of the applicable deferred tax assets recorded. Results for reporting periods beginning after October 1, 2023 are presented under CECL while prior period amounts continue to be reported in accordance with previously applicable accounting standards (“Incurred Loss”).

The Company adopted ASC 326 using the prospective transition approach for purchased credit deteriorated (“PCD”) assets that were previously classified as PCI under ASC 310-30. The Company did not have any PCD assets that were previously classified as purchased credit impaired. Therefore, upon adoption of ASC 326, the Company determined that an allowance for credit losses on PCD assets was not deemed material.

The Company adopted ASC 326 using the prospective transition approach for debt securities for which other-than-temporary impairment had been recognized prior to October 1, 2023. As of March 31, 2024, the Company did not have any other-than-temporarily impaired investment securities. Therefore, upon adoption of ASC 326, the Company determined that an allowance for credit losses on available for sale securities was not deemed material.

Recently Issued Accounting Standards

On October 1, 2023, the Company adopted ASU 2019-12, Income Taxes Topic 740. This update simplifies and improves accounting for income taxes by eliminating certain exceptions to the general rules and clarifying or amending other current guidance. The scope of FASB ASC Subtopic 740-10, Income Taxes -Overall, has been amended to require that, if a franchise (or similar tax) is partially based on income, (1) deferred tax assets and liabilities should be recognized and accounted for pursuant to FASB ASC 740, as should the amount of current tax expense that is based on income, and (2) any incremental amount incurred should be recorded as a non-income-based tax. Note that under the amended guidance, the effect of potentially paying a non-income-based tax in future years need not be considered in evaluating the realizability of deferred tax assets. The amendments in this ASU were effective for the Company for the fiscal year beginning October 1, 2023 and there was no impact to the consolidated financial statements.

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848). The amendments in this update provide optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments in this update apply only to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. The amendments (1) apply to contract modifications that replace a reference rate affected by reference rate reform, (2) provide exceptions to existing guidance related to changes to the critical terms of a hedging relationship due to reference rate reform (3) provide optional expedients for fair value hedging relationships, cash flow hedging relationships, and net investment hedging relationships, and (4) provide a onetime election to sell, transfer, or 11

Table of Contents both sell and transfer debt securities classified as held to maturity that reference a rate affected by reference rate reform and that are classified as held to maturity before January 1, 2020. The amendments in this ASU are effective for all entities as of March 12, 2020 through December 31, 2022. The amendments for contract modifications can be elected to be applied as of any date from the beginning of an interim period that includes or is subsequent to March 12, 2020, or prospectively from a date within an interim period that includes or is subsequent to March 12, 2020. The amendments for existing hedging relationships can be elected to be applied as of the beginning of the interim period that includes March 12, 2020 and to new eligible hedging relationships entered into after the beginning of the interim period that includes March 12, 2020. In January 2021, the FASB issued ASU 2021-01, Reference Rate Reform to clarify that all derivative instruments affected by changes to the interest rates used for discounting, margining or contract price alignment are in scope of Topic 848. ASU 2021-01 expands the scope of ASU 2020-04 by allowing an entity to apply the optional expedients, by stating that a change to the interest rate used for margining, discounting or contract price alignment for a derivative is not considered to be a change to the critical terms of the hedging relationship that requires dedesignation. The Company has signed an amended agreement with Federal Home Loan Bank of New York for the transition to SOFR which began July 1, 2023

​

​

​

​

​

​

​

​ 12

Table of Contents The following table illustrates the impact on the allowance for credit losses from adoption of ASC 326:

​

​	​	​	​	​	​	​	​	​	​	​
​	​	October 1, 2023		​	September 30, 2023		​	​		​
​	​	As Reported Under		​	Pre-ASC 326		​	Impact of ASC		​
(dollars in thousands)	​	ASC 326		​	Adoption September		​	326 Adoption		​
Assets:		​			​			​
Held to maturity securities, at amortized cost	​	$	—	​	$	—	​	$	—	​
​	​	​	​	​	​	​	​	​	​	​
Allowance for credit losses on held to maturity securities:	​	​	​	​	​	​	​	​	​	​
Mortgaged-backed securities	​	$	—	​	$	—	​	$	—	​
​	​	​	​	​	​	​	​	​	​	​
Loans, at amortized cost	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​
Allowance for credit losses on loans:	​	​	​	​	​	​	​	​	​	​
Residential mortgages	​	$	779	​	$	527	​	$	252	​
MAP & MPF secondary market mortgages	​		14	​		14	​		—	​
Commercial mortgages	​	​	160	​	​	55	​	​	105	​
Commercial loans - secured	​	​	31	​	​	4	​	​	27	​
Commercial loans - unsecured	​	​	—	​	​	2	​	​	(2)	​
Consumer loans	​	​	75	​	​	21	​	​	54	​
Allowance for credit losses on loans	​	$	1,059	​	$	623	​	$	436	​
​	​	​	​	​	​	​	​	​	​	​
Liabilities:	​			​			​			​
Allowance for credit losses for unfunded commitments	​	$	29	​	$	—	​	$	29	​

​

Allowance for Credit Losses – Available for Sale Securities

For available for sale securities, management evaluates all investments in an unrealized loss position on a quarterly basis, and more frequently when economic or market conditions warrant such evaluation. If the Company has the intent to sell the security or it is more likely than not that the Company will be required to sell the security, the security is written down to fair value and the entire loss is recorded in earnings.

If either of the above criteria is not met, the Company evaluates whether the decline in fair value is the result of credit losses or other factors. In making the assessment, the Company may consider various factors including the extent to which fair value is less than amortized cost, performance on any underlying collateral, downgrades in the ratings of the security by a rating agency, the failure of the issuer to make scheduled interest or principal payments and adverse conditions specifically related to the security. If the assessment indicates that a credit loss exists, the present value of cash flows expected to be collected are compared to the amortized cost basis of the security and any excess is recorded as an allowance for credit loss, limited by the amount that the fair value is less that the amortized cost basis. Any amount of unrealized loss that has not been recorded through an allowance for credit loss is recognized in other comprehensive income.

Changes in the allowance for credit loss are recorded as provision for (benefit from) credit loss expense. Losses are charged against the allowance for credit loss when management believes an available for sale security is confirmed to be uncollectible or when either of the criteria regarding intent or requirement to sell is met. At March 31, 2024, there was no allowance for credit loss related to the available for sale securities portfolio.

Accrued interest receivable on available for sale debt securities totaled $277,000 at March 31, 2024 and was excluded from the estimate of credit losses.

​ 13

Table of Contents Loans

Loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoff are reported at amortized cost. Amortized cost is the principal balance outstanding, net of purchase premiums and discounts and deferred fees and costs. Accrued interest receivable related to loans totaled $376,000 at March 31, 2024 and was reported in accrued interest receivable on the consolidated balance sheets. Interest income is accrued on the unpaid principal balance. Loan origination fees, net of certain direct origination costs, are deferred and recognized in interest income using methods that approximate a level yield without anticipating prepayments.

The accrual of interest is generally discontinued when a loan becomes 90 days past due and is not well collateralized and in the process of collection, or when management believes, after considering economic and business conditions and collection efforts, that the principal or interest will not be collectible in the normal course of business. Past due status is based on contractual terms of the loan. A loan is considered to be past due when a scheduled payment has not been received 30 days after the contractual due date.

All accrued interest is reversed against interest income when a loan is placed on nonaccrual status. Interest received on such loans is accounted for using the cost-recovery method, until qualifying for return to accrual. Under the cost-recovery method, interest income is not recognized until the loan balance is reduced to zero. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current, there is a sustained period of repayment performance, and future payments are reasonably assured.

Allowance for Credit Losses – Loans

The allowance for credit losses on loans is a valuation account that is deducted from the loans’ amortized cost basis to present the net amount expected to be collected on the loans. Loans are charged off against the allowance when management believes the uncollectibility of a loan balance is confirmed. Expected recoveries do not exceed the aggregate of amounts previously charged-off and expected to be charged-off.

The allowance for credit losses on loans represents management’s estimate of lifetime credit losses inherent in loans as of the balance sheet date. The allowance for credit losses on loans is estimated by management using relevant available information, from both internal and external sources, relating to past events, current conditions, and reasonable and supportable forecasts.

The Company measures expected credit losses for loans on a pooled basis when similar risk characteristics exist. The Company has identified the following portfolio segments and calculates the allowance for credit losses for each using a discounted cash flow and remaining life methodology. The segments using a discounted cash flow methodology are as follows:

Real Estate Residential

-	1-4 family residential construction loans
-	Other construction loans and all land development and other land loans
---	---
-	Revolving, open-end loans secured by 1-4 family residential properties and extended under lines of credit
---	---
-	Secured by first liens
---	---
-	Secured by junior liens
---	---

​

Real Estate Commercial

​

-	Commercial and industrial loans – commercial mortgage
-	Loans secured by owner-occupied, nonfarm nonresidential properties
---	---

14

Table of Contents

-	Loans secured by other nonfarm nonresidential properties
-	Loans secured by multifamily (5 or more) properties
---	---

​

Commercial Secured

​

-	Loans to finance agricultural production and other loans to farmers
-	Commercial and industrial loans
---	---
-	Obligations (other than securities and leases) of states and political subdivisions in the US
---	---

​

Commercial Unsecured

​

-	Commercial and industrial loans – unsecured
-	Unsecured other loans
---	---

​

Consumer

​

-	Other revolving credit plans
-	Automobile loans
---	---
-	Other consumer loans
---	---

​

The discounted cash flow method calculates the expected cash flows to be received over the life of each individual loan in a pool.

​

The segments using a remaining life methodology are as follows:

​

Commercial Unsecured

​

-	Other loans (commercial overdraft loans)

​

Consumer

​

-	Other loans (consumer overdraft loans)

​

The remaining life methodology uses average annual charge-off rates and the remaining life of the loan to estimate the allowance for credit losses. The average annual charge-off rate is applied to the amortization adjusted remaining life of the loan to determine the unadjusted lifetime historical charge-off rate.

​

Additionally, the allowance for credit losses calculation includes subjective adjustments for qualitative risk factors that are likely to cause estimated credit losses to differ from historical experience. These qualitative adjustments may increase or reduce reserve levels and include adjustments for lending management experience and risk tolerance, asset quality and portfolio trends, loan review and audit results, loan portfolio growth, industry concentrations, trends in underlying collateral, external factors and economic conditions not already captured.

​

Loans that do not share risk characteristics are evaluated on an individual basis. When management determines that foreclosure is probable and the borrower is experiencing financial difficulty, the expected credit losses are based on the fair value of collateral at the reporting dated unadjusted for selling costs as appropriate.

​

Allowance for Credit Losses – Unfunded Commitments

Financial instruments include off-balance sheet credit instruments, such as commitments to make loans and commercial letters of credit issued to meet customer financing needs. The Company’s exposure to credit loss in the event of 15

Table of Contents nonperformance by the other party to the financial instrument for off—balance sheet loan commitments is represented by the contractual amount of those instruments. Such financial instruments are recorded when they are funded.

The Company records an allowance for credit losses on off-balance sheet credit exposures, unless the commitments to extend credit are unconditionally cancelable, through a charge to provision for unfunded commitments in the Company’s statements of earnings. The allowance for credit losses on off-balance sheet credit exposures is estimated by loan segment at each balance sheet date under the current expected credit loss model using the same methodologies as portfolio loans, taking into consideration the likelihood that funding will occur as well as any third-party guarantees. The allowance for unfunded commitments is included in other liabilities on the Company’s consolidated statements of financial condition.

Revenue Recognition

​

The majority of the Company’s revenue stream is generated from interest income on loans which are outside the scope of “Revenue from Contracts with Customers” (Topic 606).

The Company’s sources of income that fall within the scope of Topic 606 include service charges on deposits, interchange fees and gains and losses on sales of other real estate, all of which are presented as components of noninterest income on the accompanying statements of earnings. Below is a summary of the revenue streams that fall within the scope of Topic 606.

Service charges on deposits, ATM, and interchange fees – Fees from these services are either transaction-based, for which the performance obligations are satisfied when the individual transaction is processed, or set periodic service charges, for which the performance obligations are satisfied over the period the service is provided. Transaction-based fees are recognized at the time the transaction is processed, and periodic service charges are recognized over the service period.

​

Gains and losses on sales of other real estate (“OREO”) – The Company records a gain or loss from the sale of OREO when control of the property transfers to the buyer, which generally occurs at the time of the executed deed. When the Company finances the sale of OREO to the buyer, the Company assesses whether the buyer is committed to perform their obligations under the contract and whether collectability of the transaction price is probable. Once these criteria are met, the OREO asset is derecognized and the gain or loss on sale is recorded upon the transfer of control of the property to the buyer.

​

​

Note 3:  Earnings Per Common Share

Basic earnings per common share represent income available to common shareholders divided by the weighted average number of common shares outstanding during the period.  Diluted earnings per share reflect additional common shares that would have been outstanding if dilutive potential common shares had been issued, as well as any adjustment to income that would result from the assumed issuance. Unallocated common shares held by the ESOP are not included in the weighted-average number of common shares outstanding for purposes of calculating basic earnings per common share until they are committed to be released. 16

Table of Contents The table below sets forth the computation of basic and diluted earnings per common share for the three and six-month periods ending March 31, 2024 and 2023 (In thousands, except per share data) (unaudited).

​	​	​	​	​	​	​	​	​	​	​	​	​
​		Three Months Ended					****	Six Months Ended
​	​	March 31,					​	March 31,
Basic earnings per share:		2024		****	2023		****	2024		****	2023
Net income (loss)	​	$	102	​	$	(47)	​	$	220	​	$	—
Weighted average common shares outstanding used to calculate	​	​	​	​	​	​	​	​	​	​	​	​
basic and diluted earnings per common share	​		1,053	​		2,031	​		1,052	​		2,031
Basic and diluted earnings per common share	​	$	0.10	​	$	(0.02)	​	$	0.21	​	$	—

​

There were no dilutive or antidilutive shares at March 31, 2024 or 2023.

​

Note 4:  Comprehensive Income (Loss)

Comprehensive income (loss), presented in the consolidated statements of shareholders’ equity, consists of net income and the net change for the period in after-tax unrealized gains or losses on securities available for sale and post-retirement benefits.

The following table shows the components of accumulated other comprehensive loss at March 31, 2024 (unaudited) and September 30, 2023:

​

​	​	​	​	​	​
​	​	​	​	​	​
​	March 31,		​	September 30,
​	2024		​	2023
​	(In thousands)
Accumulated Other Comprehensive Loss by Component	​	​	​	​	​
​	​	​	​	​	​
Unrealized Loss for Other Postretirement Obligations	$	(264)		$	(326)
Tax Effect		55	​		69
Net Unrealized Loss for Other Postretirement Obligations	​	(209)	​	​	(257)
​	​	​	​	​	​
Unrealized Loss on Available-for-Sale Securities, net	​	(2,669)		​	(4,890)
Tax Effect		561	​		1,024
Net Unrealized Loss on Available-for-Sale Securities		(2,108)	​		(3,866)
​	​	​	​	​	​
Total Comprehensive Loss	$	(2,317)	​	$	(4,123)

​

​

​

​ 17

Table of Contents Note 5:  Investment Securities

The amortized cost of debt securities and their approximate fair value at March 31, 2024 (unaudited) is represented in the table below:

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	Gross		​	Gross		​	Allowance		​	​	​
​	​	Amortized		​	Unrealized		​	Unrealized		​	for Credit		​	Fair
​	​	Cost		​	Gains		​	Losses		​	Losses		​	Value
AVAILABLE FOR SALE		​			​			​		​	​	​		​
U.S. Government Treasuries	​	$	2,313	​	$	—	​	$	(47)	​	$	—	​	$	2,266
U.S. Government Agencies	​		11,681	​		—	​		(156)	​		—	​		11,525
Mortgaged-Backed Securities	​		9,076	​		1	​		(490)	​		—	​		8,587
Municipal Securities	​		25,332	​		124	​		(2,070)	​		—	​		23,386
SBA Securities	​		2,168	​		4	​		(34)	​		—	​		2,138
​	​	$	50,570	​	$	129	​	$	(2,797)	​	$	—	​	$	47,902

​

The amortized cost of debt securities and their approximate fair value at September 30, 2023 is represented in the table below.

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	Gross		​	Gross		​	Allowance		​	​	​
​	​	Amortized		​	Unrealized		​	Unrealized		​	for Credit		​	Fair
​	​	Cost		​	Gains		​	Losses		​	Losses		​	Value
AVAILABLE FOR SALE		​			​			​		​	​	​		​
U.S. Government Treasuries	​	$	3,766	​	$	—	​	$	(86)	​	$	—	​	$	3,680
U.S. Government Agencies	​		12,025	​		—	​		(363)	​		—	​		11,662
Mortgaged-Backed Securities	​		8,726	​		1	​		(812)	​		—	​		7,915
Municipal Securities	​		24,571	​		2	​		(3,578)	​		—	​		20,995
SBA Securities	​		2,426	​		—	​		(54)	​		—	​		2,372
​	​	$	51,514	​	$	3	​	$	(4,893)	​	$	—	​	$	46,624

​

The amortized cost and fair value of debt securities, by contractual maturity, at March 31, 2024 (unaudited) is as shown below. Expected maturities will differ from contractual maturities call or prepay obligations with or without call or prepayment penalties.

​

​	​	​	​	​	​	​
​	​	Debt Securities
​	​	Available-for-Sale
​	​	Amortized		​	​	​
​	​	Cost		​	Fair Value
​	****	​	(In Thousands)
Due Within One Year		$	4,983		$	4,969
Due After One Year Through Five Years	​		12,968	​		12,842
Due After Five Years Through Ten Years	​		5,657	​		5,437
Due After Ten Years	​		15,718	​		13,929
​	​		39,326	​		37,177
Mortgage-Backed & SBA Securities with no set maturitiy	​		11,244	​		10,725
​	​	$	50,570	​	$	47,902

​ 18

Table of Contents The amortized cost and fair value of debt securities, by contractual maturity, at September 30, 2023 is as shown below.

​

​	​	​	​	​	​	​
​	​	Debt Securities
​	​	Available-for-Sale
​	​	Amortized		​	​	​
​	​	Cost		​	Fair Value
​	​	(In Thousands)
Due Within One Year		$	6,585		$	6,548
Due After One Year Through Five Years	​		13,789	​		13,474
Due After Five Years Through Ten Years	​		4,437	​		4,127
Due After Ten Years	​		15,551	​		12,188
​	​		40,362	​		36,337
Mortgage-Backed & SBA Securities with no set maturitiy	​		11,152	​		10,287
​	​	$	51,514	​	$	46,624

​

The realized gains and losses from the sale of available-for-sale investments for the three and six-month periods ending March 31, 2024 and 2023 (unaudited) is as shown in the table below:

​

​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Three Months Ended					​	Six Months Ended
​	​	March 31,					​	March 31,
​	​	2024		​	2023		​	2024		​	2023
​	​	(unaudited)
​	​	(In Thousands)
Proceeds		$	—		$	3,324		$	—		$	4,988
Cost	​		—	​		(3,643)	​		—	​		(5,649)
Net Realized Gains (Losses)	​	$	—	​	$	(319)	​	$	—	​	$	(661)
Gross Realized Gains	​	$	—	​	$	2	​	$	—	​	$	—
Gross Realized Losses	​	​	—	​	​	(321)	​	​	—	​	​	(661)
Net Realized Gains (Losses)	​	$	—	​	$	(319)	​	$	—	​	$	(661)

​

Information pertaining to securities with gross unrealized losses at March 31, 2024 (unaudited), aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position are as follows:

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Less than Twelve months					​	Over Twelve Months					​	Total
​	​	Gross		​	​	​	​	Gross		​	​	​	​	Gross		​	​	​
​	​	Unrealized		​	​	​	​	Unrealized		​	​	​	​	Unrealized		​	​	​
​	​	Losses		​	Fair Value		​	Losses		​	Fair Value		​	Losses		​	Fair Value
​	​	(In Thousands)
March 31, 2024		​			​			​						​			​
Securities Available-for-Sale:	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
US Treasuries & Agencies	​	$	9	​	$	597	​	$	194	​	$	13,194	​	$	203	​	$	13,791
Mortgage-backed & SBA Securities	​	​	64	​	​	3,066	​	​	460	​	​	7,112	​		524	​		10,178
Municipal Securities	​	​	25	​	​	2,593	​	​	2,045	​	​	10,183	​		2,070	​		12,776
​	​	$	98	​	$	6,256	​	$	2,699	​	$	30,489	​	$	2,797	​	$	36,745

​ 19

Table of Contents Information pertaining to securities with gross unrealized losses at September 30, 2023 aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position are as follows:

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​		Less than Twelve months						Over Twelve Months						Total
​	​	Gross			​	​		Gross			​	​		Gross			​	​
​	​	Unrealized		​	​	​	​	Unrealized		​	​	​	​	Unrealized		​	​	​
​	​	Losses		​	Fair Value		​	Losses		​	Fair Value		​	Losses		​	Fair Value
​	​	(In Thousands)
September 30, 2023	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Securities Available-for-Sale:	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
US Treasuries & Agencies	​	$	368	​	$	9,143	​	$	81	​	$	6,199	​	$	449	​	$	15,342
Mortgage-backed & SBA Securities	​	​	852	​	​	9,899	​	​	14	​	​	340	​		866	​		10,239
Municipal Securities	​	​	480	​	​	11,357	​	​	3,098	​	​	8,061	​		3,578	​		19,418
​	​	$	1,700	​	$	30,399	​	$	3,193	​	$	14,600	​	$	4,893	​	$	44,999

​

In management’s opinion, the unrealized losses primarily reflect changes in interest rates subsequent to the acquisition of specific securities. The Company had 25 and 106 securities in an unrealized loss position of less than twelve months at March 31, 2024 and September 30, 2023, respectively, which included 10 and 74 securities acquired from Citizens Bank of Cape Vincent in September 2022, and 112 and 76 securities in an unrealized loss position of 12 months or more at March 31, 2024 and September 30, 2023, respectively. Because the unrealized losses are due to current interest rate levels relative to the Company’s cost and not credit quality, and because the Company does not intend to sell the investments and it is not more likely than not that the Company will be required to sell these investments before recovery of its amortized cost, which may be at maturity, the Company does not consider the unrealized losses to be credit losses at March 31, 2024, and the Company does not consider these investments to be other-than temporarily impaired at September 30, 2023.

​

NOTE 6: LOANS RECEIVABLE AND ALLOWANCE FOR LOAN LOSSES

The components of loans receivable at March 31, 2024 (unaudited) are as shown in the table below:

​

​	​	​	​
​	​	As of March 31, 2024
​	​	​
​	​	Total Loans
​	​	(unaudited)
​	​	(In Thousands)
Real Estate Mortgages			​
Residential	​	$	102,956
Commercial	​		10,948
Construction	​		2,455
Home Equity	​		1,624
Other Loans:	​
Commercial Non-Mortgage	​		1,534
Automobile	​		2,903
Passbook	​		410
Consumer	​		2,446
Total Loans	​		125,276
Net Deferred Loan Costs	​		415
Net Discounts on Acquired Loans	​		(907)
Allowance for Credit Losses	​		(1,062)
Loans Receivable, Net	​	$	123,722

​ 20

Table of Contents The components of loans receivable at September 30, 2023 are as shown in the table below:

​

​	​	​	​	​	​	​	​	​	​
​	​	Year Ended September 30,
​	​	2023
​	​	​	​	​	​	​	​	​
​	​	Originated		​	Acquired		​	Total Loans
​	​	(In Thousands)
Real Estate Mortgages:		​			​			​
Residential	​	$	74,918	​	$	27,333	​	$	102,251
Commercial	​		7,647	​		3,843	​		11,490
Construction	​		2,265	​		—	​		2,265
Home Equity	​		2,552	​		411	​		2,963
Other Loans:	​			​			​		​
Commercial Non-Mortgage	​		1,046	​		455	​		1,501
Automobile	​		2,793	​		234	​		3,027
Passbook	​		43	​		224	​		267
Consumer	​		2,175	​		666	​		2,841
Total Loans	​		93,439	​		33,166	​		126,605
Net Deferred Loan Costs	​		437	​		—	​		437
Net Discounts on Acquired Loans	​		—	​		(992)	​		(992)
Allowance for Loan Losses	​		(623)	​		—	​		(623)
Loans Receivable, Net	​	$	93,253	​	$	32,174	​	$	125,427

​

The outstanding principal balance and the related carrying amount of the Company’s loans acquired in the Citizens Bank of Cape Vincent acquisition were as shown in the table below at March 31, 2024 (unaudited) and September 30, 2023:

​

​	​	​	​	​	​	​
​	​	March 31, 2024		​	September 30, 2023
​	​	(unaudited)		​	​	​
​	​	(in thousands)
Acquired Credit Impaired Loans	****	​	****		​
Outstanding Principal Balance	​	$	—	​	$	—
Carrying Amount	​	$	—	​	$	—
Acquired Non-Credit Impaired Loans	​			​
Outstanding Principal Balance	​	$	30,521	​	$	33,166
Carrying Amount	​	$	29,614	​	$	32,174
Total Acquired Loans	​			​
Outstanding Principal Balance	​	$	30,521	​	$	33,166
Carrying Amount	​	$	29,614	​	$	32,174

​

The Company had not acquired any loans with deteriorated credit quality as of March 31, 2024 and September 30, 2023. The Company did acquire a commercial secured performing loan which has been classified as substandard to ensure proper oversight and monitoring of the credit. The credit has performed in accordance with its modified terms for over two years. This loan was restructured in the fourth quarter of fiscal 2023. Proceeds paid off current principal and interest due in the amount of $505,000. The borrower retained the same interest rate of 6.00% and received a 5-year callable note with 25-year amortization in exchange for extra real estate collateral. A $108,000 second position commercial mortgage was placed on the guarantor’s primary residence behind the Bank’s first position residential mortgage. The restructuring enhances the Bank’s loan-to-value position while providing the borrower with a lower payment than the original contractual terms. The capitalization of interest, interest rate below market terms, and extension of the maturity date were concessions made to the borrower in exchange for additional collateral. The loan remains in non-accrual. Interest income on a restructured loan is accrued once the borrower demonstrates the ability to pay under the restructured terms for sustained period of repayment performance, which is generally six consecutive months. This loan has a fair value adjustment as a result of purchase price accounting of $103,000 at March 31, 2024. 21

Table of Contents The Company sells first mortgage loans to third parties in the ordinary course of business, principally to the FHLB, a large purchaser of loans. These serviced loans are not included in the balances of the accompanying statements of financial condition, but the Company continues to collect the principal and interest payments for a servicing fee. At March 31, 2024 and September 30, 2023, the total outstanding principal balance on serviced loans was $11.9 million and $12.4 million, respectively.  Citizens Bank of Cape Vincent did not sell residential mortgage loans to third parties.

The tables below present, by portfolio segment, the changes in the allowance for credit losses and the recorded investment in loans for the three and six-months ended March 31, 2024 and 2023 (unaudited) and the year ended September 30, 2023.

Allowance for loan losses and recorded investment in loans for the six months ended March 31, 2024 was as follows:

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	****	Real Estate		****	Real Estate		****	Commercial		****	Commercial		****	****	​	****	****	​
​	​	Residential		​	Commercial		​	Secured		​	Unsecured		​	Consumer		​	Total
​	​	(In Thousands)
Allowance for Credit Losses:		​			​			​			​			​		​	​
Beginning Balance	​	$	541	​	$	55	​	$	4	​	$	2	​	$	21	​	$	623
Charge-offs	​		(63)	​		—	​		—	​		—	​		(8)	​		(71)
Recoveries	​		1	​		—	​		—	​		—	​		5	​		6
Transfer	​		3	​		(10)	​		1	​		—	​		6	​		—
Provisions	​		68	​		—	​		—	​		—	​		—	​		68
Adoption of new accounting standard	​	​	252	​	​	105	​	​	27	​	​	(2)	​	​	54	​	​	436
Ending Balance	​	$	802	​	$	150	​	$	32	​	$	—	​	$	78	​	$	1,062
Ending Balance: Individually	​			​			​			​			​			​
Evaluated	​	$	—	​	$	—	​	$	—	​	$	—	​	$	—	​	$	—
Ending Balance: Collectively	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Evaluated	​	$	802	​	$	150	​	$	32	​	$	—	​	$	78	​	$	1,062
Loans Receivable:	​			​			​			​			​			​
Ending Balance	​	$	107,035	​	$	10,948	​	$	1,522	​	$	12	​	$	5,759	​	$	125,276
Ending Balance: Individually	​			​			​			​			​			​
Evaluated	​	$	—	​	$	693	​	$	—	​	$	—	​	$	—	​	$	693
Ending Balance: Collectively	​			​			​			​			​			​
Evaluated	​	$	107,035	​	$	10,255	​	$	1,522	​	$	12	​	$	5,759	​	$	124,583

​

Allowance for loan losses and recorded investment in loans for the three months ended March 31, 2024 was as follows:

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	****	Real Estate		****	Real Estate		****	Commercial		****	Commercial		****	****	​	​	****	​
​	​	Residential		​	Commercial		​	Secured		​	Unsecured		​	Consumer		​	Total
​	​	​	​	​	​	​	​	(In Thousands)		​	(Unaudited)	​	​	​	​	​	​	​
Allowance for Credit Losses:		​			​			​			​			​		​	​
Beginning Balance	​	$	799	​	$	157	​	$	28	​	$	—	​	$	77	​	$	1,061
Charge-offs	​		(1)	​		—	​		—	​		—	​		(2)	​		(3)
Recoveries	​		1	​		—	​		—	​		—	​		3	​		4
Transfer	​		3	​		(7)	​		4	​		—	​		—	​		—
Provisions	​		—	​		—	​		—	​		—	​		—	​		—
Ending Balance	​	$	802	​	$	150	​	$	32	​	$	—	​	$	78	​	$	1,062
Ending Balance: Individually	​			​			​			​			​			​
Evaluated	​	$	—	​	$	—	​	$	—	​	$	—	​	$	—	​	$	—
Ending Balance: Collectively	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Evaluated	​	$	802	​	$	150	​	$	32	​	$	—	​	$	78	​	$	1,062

​ 22

Table of Contents Allowance for loan losses and recorded investment in loans for the six months ended March 31, 2023 was as follows:

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	****	Real Estate		****	Real Estate		****	Commercial		****	Commercial		****	****	​	​	****	​
​	​	Residential		​	Commercial		​	Secured		​	Unsecured		​	Consumer		​	Total
​	​	(In Thousands)
Allowance for Credit Losses:		​			​			​			​			​		​	​
Beginning Balance	​	$	548	​	$	55	​	$	4	​	$	—	​	$	14	​	$	621
Charge-offs	​		—	​		—	​		—	​		—	​		(10)	​		(10)
Recoveries	​		1	​		—	​		—	​		—	​		1	​		2
Transfer	​		(13)	​		1	​		—	​		—	​		12	​		—
Provisions	​		62	​		—	​		—	​		—	​		—	​		62
Ending Balance	​	$	598	​	$	56	​	$	4	​	$	—	​	$	17	​	$	675
Ending Balance: Individually	​			​			​			​			​			​
Evaluated	​	$	107	​	$	—	​	$	—	​	$	—	​	$	—	​	$	107
Ending Balance: Collectively	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Evaluated	​	$	491	​	$	56	​	$	4	​	$	—	​	$	17	​	$	568

​

Allowance for loan losses and recorded investment in loans for the three months ended March 31, 2023 was as follows:

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	****	Real Estate		****	Real Estate		****	Commercial		****	Commercial		****	****	​	****	****	​
​	​	Residential		​	Commercial		​	Secured		​	Unsecured		​	Consumer		​	Total
​	​	(In Thousands)
Allowance for Credit Losses:	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Beginning Balance	​	$	561	​	$	55	​	$	4	​	$	1	​	$	13	​	$	634
Charge-offs	​		—	​		—	​		—	​		—	​		(6)	​		(6)
Recoveries	​		—	​		—	​		—	​		—	​		—	​		—
Transfer	​		(10)	​		1	​		—	​		(1)	​		10	​		—
Provisions	​		47	​		—	​		—	​		—	​		—	​		47
Ending Balance	​	$	598	​	$	56	​	$	4	​	$	—	​	$	17	​	$	675
Ending Balance: Individually	​			​			​			​			​			​
Evaluated	​	$	107	​	$	—	​	$	—	​	$	—	​	$	—	​	$	107
Ending Balance: Collectively	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Evaluated	​	$	491	​	$	56	​	$	4	​	$	—	​	$	17	​	$	568

​

Allowance for loan losses and recorded investment in loans for the year ended September 30, 2023 was as follows:

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	****	Real Estate		****	Real Estate		****	Commercial		****	Commercial		****	****	​	​	****	​
​	​	Residential		​	Commercial		​	Secured		​	Unsecured		​	Consumer		​	Total
​	​	(In Thousands)
Loans Receivable:	​			​			​			​			​			​
Ending Balance	​	$	107,479	​	$	11,490	​	$	1,501	​	$	—	​	$	6,135	​	$	126,605
Less: Acquired Loans	​		27,744	​		3,843	​		455	​		—	​		1,124	​		33,166
Ending Balance: Individually	​			​			​			​			​			​
Evaluated	​	$	—	​	$	298	​	$	—	​	$	—	​	$	—	​	$	298
Ending Balance: Collectively	​			​			​			​			​			​
Evaluated	​	$	79,735	​	$	7,349	​	$	1,046	​	$	—	​	$	5,011	​	$	93,141

​

The following table presents performing and nonperforming real estate loans based on payment activity as of March 31, 2024 and September 30, 2023. Real estate loans include residential and commercial mortgages, construction loans and home equity loans. Payment activity is reviewed by management on a quarterly basis to determine how loans are performing. Loans are considered to be nonperforming when the number of days delinquent is greater than 89 days. The 23

Table of Contents loan may only be returned to performing status after considering the borrower’s sustained repayment performance for a reasonable period, generally twelve consecutive months of current payments with no past due occurrences.

Prior to October 1, 2023, nonperforming loans also include certain loans that have been modified in troubled debt restructuring (“TDR”) where economic concessions have been granted to borrowers who have experienced or are expected to experience financial difficulties. These concessions typically result from the Company’s loss mitigation and could include reductions in the interest rate, payment extensions, forgiveness of principal, forbearance or other actions. Certain TDRs are classified as nonperforming at the time of restructure and may only be returned to performing status after considering the borrower’s sustained repayment performance for a reasonable period, generally six consecutive months. Performing and nonperforming real estate loans as of March 31, 2024 and September 30, 2023 were as follows:

​

​	​	​	​	​	​	​
​	​	As of March 31,		​	As of September 30,
​	​	2024		​	2023
​	​	(unaudited)		​	​	​
​	​	(In Thousands)
Performing		$	116,789		$	118,269
Nonperforming		​	1,194	​		700
Total	​	$	117,983	​	$	118,969

​

Credit quality indicators as of March 31, 2024 and September 30, 2023 are as follows:

Internally assigned grade as a subsection of the “Pass” (ratings 1 – 4) credit risk profile:

1 — Good

Loans in this category are to an individual or a well-established business in excellent financial condition with strong liquidity and a history of consistently high levels of earnings and cash flow and debt service capacity. Supported by high quality financial statements (including recent statements and sufficient historical fiscal statements), borrower has excellent repayment history and possesses a documented source of repayment. Industry conditions are favorable and business borrower’s management is well qualified with sufficient debt.  Borrower and/or key personnel exhibit unquestionable character. Good loans may be characterized by high quality liquid collateral and very strong personal guarantors.

2 — Satisfactory

Loans in this category are to borrowers with many of the same qualities as a good loan, however, certain characteristics are not as strong (i.e. cyclical nature of earnings, lower quality financial statements, less liquid collateral, less favorable industry trends, etc.). Borrower still has good credit, will exhibit financial strength, excellent repayment history, and good present and future earnings potential. The primary source of repayment is readily apparent with strong secondary sources of repayment available. Management is capable, with sufficient depth, and character of borrower is well established.

3 — Acceptable

Loans in this category are to borrowers of average strength with acceptable financial condition (businesses fall within acceptable tolerances of other similar companies represented in the RMA annual statement studies), with satisfactory record of earnings and sufficient historical and projected cash flow to service the debt. Business borrower’s management is capable and reliable. Borrower has satisfactory repayment history, and primary and secondary sources of repayment can be clearly identified. Acceptable loans may exhibit some deficiency or vulnerability to changing economic or industry conditions. 24

Table of Contents 4 — Watch

Loans in this category have a chance of resulting in a loss. Characteristics of this level of assets include, but are not limited to; the borrower has only a fair credit rating with minimal recent credit problems, cash flow is currently adequate to meet the required debt repayments, but will not be sufficient in the event of significant adverse developments, borrower has limited access to alternative sources of finance, possibly at unfavorable terms, some management weaknesses exist, collateral, generally required, is sufficient to make likely the recovery of the value of the loan in the event of default, but liquidating the collateral may be difficult or expensive. In addition, the guarantor would achieve this credit rating if it borrowed individually from the Bank.

5 — Special Mention

Loans in this category are usually made to well-established businesses with local operations. Special Mention loans have potential weaknesses that deserve management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or in the institution’s credit position at some future date. Special Mention loans are not adversely classified and do not expose an institution to sufficient risk to warrant adverse classification. The special mention category is not to be used as a means of avoiding a clear decision to classify a loan or pass it without criticism. Neither should it include loans listed merely “for the record” when uncertainties and complexities, perhaps coupled with large size, create some reservations about the loan. If weaknesses or evidence of imprudent handling cannot be identified, inclusion of such loans in Special Mention is not justified. Special mention loans have characteristics which corrective management action would remedy. Loans in this category should remain for a relatively short period of time.

6 — Substandard

Loans classified as substandard are inadequately protected by the current sound net worth or paying capacity of the borrower or the collateral pledged, if any. Loans in this category have well-defined weaknesses that jeopardize the repayment. Loans which might be included in the category have potential for problems due to weakening economic or market conditions. They are characterized by the distinct possibility that the Bank will sustain some loss if the deficiencies are not corrected. Substandard loans may include loans which are likely to require liquidation of collateral to effect repayment, and other loans where the character or ability to repay has become suspect. Loss potential, while existing in the aggregate amount of the substandard assets, does not have to exist in individual assets classified as substandard.

7 — Doubtful

Loans classified as doubtful have all the weaknesses in those classified as substandard with the added characteristics that the weaknesses make collection or liquidation in full on the basis of current existing facts, conditions, and value highly questionable and improbable. Although possibility of loss is extremely high, classification of these loans as loss has been deferred to specific pending factors or events, which may strengthen the loan value (i.e., possibility of additional collateral, injection of capital, collateral liquidation, debt structure, economic recovery, etc.).

8 — Loss

Loans classified as loss are considered uncollectible and of such little value that their continuance as bankable assets is not warranted. This classification does not mean that the asset has absolutely no recovery or salvage value, but rather it is not practical or desirable to defer writing off this basically worthless asset even though partial recovery may be affected in the future.

The information for each of the credit quality indicators is updated on a quarterly basis in conjunction with the determination of the adequacy of the allowance for loan losses. 25

Table of Contents Credit risk profile for loans receivable held in portfolio by internally assigned grade as of March 31, 2024:

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Pass		​	Special Mention		​	Substandard		​	Doubtful		​	Total
​	​	(unaudited)
​	​	(In Thousands)
Mortgage Loans on Real Estate		​			​			​			​			​
Residential, One to Four Family	​	$	105,411	​	$	—	​	$	—	​	$	—	​	$	105,411
Home Equity	​		1,624	​		—	​		—	​		—	​		1,624
Commercial	​		10,096	​		159	​		693	​		—	​		10,948
Total Mortgage Loans on Real Estate	​		117,131	​		159	​		693	​		—	​		117,983
Commercial	​		1,510	​		24	​		—	​		—	​		1,534
Consumer	​		5,759	​		—	​		—	​		—	​		5,759
Total Loans	​	$	124,400	​	$	183	​	$	693	​	$	—	​	$	125,276

​

​

Credit risk profile for originated loans held in portfolio by internally assigned grade as of September 30, 2023:

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Pass		​	Special Mention		​	Substandard		​	Doubtful		​	Total
​	​	(In Thousands)
Mortgage Loans on Real Estate		​			​			​			​			​
Residential, One to Four Family	​	$	77,183	​	$	—	​	$	—	​	$	—	​	$	77,183
Home Equity	​		2,552	​		—	​		—	​		—	​		2,552
Commercial	​		7,349	​		—	​		298	​		—	​		7,647
Total Mortgage Loans on Real Estate	​		87,084	​		—	​		298	​		—	​		87,382
Commercial	​		1,046	​		—	​		—	​		—	​		1,046
Consumer	​		5,011	​		—	​		—	​		—	​		5,011
Total Loans	​	$	93,141	​	$	—	​	$	298	​	$	—	​	$	93,439

​

Credit risk profile for acquired loans by internally assigned grade as of September 30, 2023:

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Pass		​	Special Mention		​	Substandard		​	Doubtful		​	Total
​	​	(In Thousands)
Mortgage Loans on Real Estate		​			​			​			​			​
Residential, One to Four Family	​	$	27,333	​	$	—	​	$	—	​	$	—	​	$	27,333
Home Equity	​		411	​		—	​		—	​		—	​		411
Commercial	​		3,231	​		210	​		402	​		—	​		3,843
Total Mortgage Loans on Real Estate	​		30,975	​		210	​		402	​		—	​		31,587
Commercial	​		423	​		32	​		—	​		—	​		455
Consumer	​		1,124	​		—	​		—	​		—	​		1,124
Total Loans	​	$	32,522	​	$	242	​	$	402	​	$	—	​	$	33,166

​

Aging Analysis of Past Due Financing Receivables by Class

Following are tables which include an aging analysis of the recorded investment of past due financing receivables as of March 31, 2024 and September 30, 2023. Also included are loans that are greater than 89 days past due as to interest and principal still accruing, because they are (1) well secured and in the process of collection or (2) real estate loans or loans exempt under regulatory rules from being classified as nonaccruals.

An aged analysis of past due financing receivables by class of financing receivable for loans held in portfolio as of March 31, 2024 are as follows:

​ 26

Table of Contents

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	90 Days or		​	​	​	​	​	​	​	Total		​	90 Days or
​	​	30 – 59 Days		​	60 – 89 Days		​	Greater		​	Total		​	​	​	​	Financing		​	Greater and
​	​	Past Due		​	Past Due		​	Past Due		​	Past Due		​	Current		​	Receivable		​	Still accruing
​		(In Thousands)
Residential Mortgage		$	836		$	204		$	239		$	1,279		$	105,756		$	107,035		$	—
Commercial Mortgage	​		198	​		—	​		30	​		228	​		10,720	​		10,948	​		—
Commercial	​		—	​		—	​		—	​		—	​		1,534	​		1,534	​		—
Consumer	​		42	​		15	​		9	​		66	​		5,693	​		5,759	​		—
Total Loans	​	$	1,076	​	$	219	​	$	278	​	$	1,573	​	$	123,703	​	$	125,276	​	$	—

​

An aged analysis of past due financing receivables by class of financing receivable for originated loans held in portfolio and loans held for sale as of September 30, 2023, are as follows:

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	90 Days or
​	​	​	​	​	​	​	​	Greater		​	​	​	​	​	​	​	Total		​	Greater
​	​	30 – 59 Days		​	60 – 89 Days		​	90 Days or		​	Total		​	​	​	​	Financing		​	and Still
​	​	Past Due		​	Past Due		​	Past Due		​	Past Due		​	Current		​	Receivable		​	accruing
​		(In Thousands)
Residential Mortgage		$	810		$	5		$	138		$	953		$	78,782		$	79,735		$	—
Commercial Mortgage	​		—	​		—	​		66	​		66	​		7,581	​		7,647	​		—
Commercial	​		—	​		—	​		—	​		—	​		1,046	​		1,046	​		—
Consumer	​		84	​		11	​		—	​		95	​		4,916	​		5,011	​		—
Total Originated Loans	​	$	894	​	$	16	​	$	204	​	$	1,114	​	$	92,325	​	$	93,439	​	$	—

​

An aged analysis of past due financing receivables by class of financing receivable for acquired loans as of September 30, 2023, are as follows:

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	90 Days or
​	​	​	​	​	​	​	​	Greater		​	​	​	​	​	​	​	Total		​	Greater
​	​	30 – 59 Days		​	60 – 89 Days		​	90 Days or		​	Total		​	​	​	​	Financing		​	and Still
​	​	Past Due		​	Past Due		​	Past Due		​	Past Due		​	Current		​	Receivable		​	accruing
​		(In Thousands)
Residential Mortgage		$	33		$	—		$	62		$	95		$	27,649		$	27,744		$	—
Commercial Mortgage	​		—	​		—	​		—	​		—	​		3,843	​		3,843	​		—
Commercial	​		—	​		—	​		—	​		—	​		455	​		455	​		—
Consumer	​		—	​		—	​		—	​		—	​		1,124	​		1,124	​		—
Total Acquired Loans	​	$	33	​	$	—	​	$	62	​	$	95	​	$	33,071	​	$	33,166	​	$	—

​

Modifications Made to Borrowers Experiencing Financial Difficulty

The allowance for credit losses incorporates an estimate of lifetime expected credit losses and is recorded on each asset upon asset origination or acquisition. The starting point for the estimate of the allowance for credit losses is historical loss information, which includes losses from modifications of receivables to borrowers experiencing financial difficulty. The Company uses a probability of default/loss given default model to determine the allowance for credit losses. An assessment of whether a borrower is experiencing financial difficulty is made on the date of a modification. 27

Table of Contents Because the effect of most modifications made to borrowers experiencing financial difficulty is already included in the allowance for credit losses because of the measurement methodologies used to estimate the allowance, a change to the allowance for credit losses is generally not recorded upon modification.

There were no loans made to borrowers experiencing financial difficulty during the three and six months ended March 31, 2024.

Impaired Loans

There were no recorded investment balances for impaired financing receivables at September 30, 2023.

Troubled Debt Restructurings (“TDR”)

There were two new loans modified as TDR during the fiscal year ended September 30, 2023. The Company acquired a commercial secured performing loan which has been classified as substandard to ensure proper oversight and monitoring of the credit. The credit has performed in accordance with its modified terms for over two years.  This loan was restructured in the fourth quarter of fiscal 2023. Proceeds paid off current principal and interest due in the amount of $505,000. The borrower retained the same interest rate of 6.00% and received a 5-year callable note with 25-year amortization in exchange for extra real estate collateral. A $108,000 second position commercial mortgage was placed on the guarantor’s primary residence behind the Bank’s first position residential mortgage. The other loan modified as a TDR during fiscal year 2023 was a one-to-four-family adjustable-rate residential loan with a pre-modified balance of $11,000 and a 7.25% interest rate. Proceeds paid off current principal, taxes and closing costs when this loan modified into a fixed-rate one-to-four-family residential loan with a balance of $16,000 and a 6.50% interest rate. The maturity date of September 2023 was extended to October 2028 under the new terms. There were no TDRs in payment default that were previously classified as a TDR in the previous twelve months. At September 30, 2023 there were no commitments to lend additional funds to any borrower whose loan terms had been modified in a troubled debt restructuring. 28

Table of Contents Vintage Analysis

The following table presents the Company’s recorded investment in loans by credit quality indicators by year of origination as of March 31, 2024:

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	****	​		****	​		****	​		****	​		****	****	​	****	​		****	​	​	****	****	​
​	​	Term Loans by Fiscal Year of Origination																	​	​	​	​	​	​
(in thousands)	​	2024		​	2023		​	2022		​	2021		​	2020		​	Prior		​	Revolving		​	Total
​	​	​
​		​			​			​			​			​		​	​	​	​	​	​		​
Real Estate - Residential	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Pass	​	$	4,220	​	$	11,511	​	$	15,446	​	$	18,256	​	$	9,402	​	$	46,576	​	$	1,624	​	$	107,035
Special Mention	​		—	​		—	​		—	​		—	​		—	​		—	​	​	—	​		—
Substandard	​		—	​		—	​		—	​		—	​		—	​		—	​	​	—	​		—
Doubtful	​		—	​		—	​		—	​		—	​		—	​		—	​	​	—	​		—
Total Real Estate - Residential	​	$	4,220	​	$	11,511	​	$	15,446	​	$	18,256	​	$	9,402	​	$	46,576	​	$	1,624	​	$	107,035
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Current period gross write-offs	​	$	63	​	$	—	​	$	—	​	$	—	​	$	—	​	$	—	​	$	—	​	$	63
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Real Estate - Commercial	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Pass	​	$	290	​	$	2,212	​	$	596	​	$	2,359	​	$	1,938	​	$	2,701	​	$	—	​	$	10,096
Special Mention	​		—	​		—	​		—	​		—	​		—	​		159	​	​	—	​		159
Substandard	​		—	​		429	​		—	​		197	​		67	​		—	​	​	—	​		693
Doubtful	​		—	​		—	​		—	​		—	​		—	​		—	​	​	—	​		—
Total Real Estate - Commercial	​	$	290	​	$	2,641	​	$	596	​	$	2,556	​	$	2,005	​	$	2,860	​	$	—	​	$	10,948
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Current period gross write-offs	​	$	—	​	$	—	​	$	—	​	$	—	​	$	—	​	$	—	​	$	—	​	$	—
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Commercial - Secured	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Pass	​	$	219	​	$	420	​	$	100	​	$	204	​	$	303	​	$	252	​	$	—	​	$	1,498
Special Mention	​		—	​		—	​		—	​		—	​		—	​		24	​	​	—	​		24
Substandard	​		—	​		—	​		—	​		—	​		—	​		—	​	​	—	​		—
Doubtful	​		—	​		—	​		—	​		—	​		—	​		—	​	​	—	​		—
Total Commercial - Secured	​	$	219	​	$	420	​	$	100	​	$	204	​	$	303	​	$	276	​	$	—	​	$	1,522
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Current period gross write-offs	​	$	—	​	$	—	​	$	—	​	$	—	​	$	—	​	$	—	​	$	—	​	$	—
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Commercial - Unsecured	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Pass	​	$	1	​	$	—	​	$	—	​	$	—	​	$	—	​	$	11	​	$	—	​	$	12
Special Mention	​		—	​		—	​		—	​		—	​		—	​		—	​	​	—	​		—
Substandard	​		—	​		—	​		—	​		—	​		—	​		—	​	​	—	​		—
Doubtful	​		—	​		—	​		—	​		—	​		—	​		—	​	​	—	​		—
Total Commercial - Unsecured	​	$	1	​	$	—	​	$	—	​	$	—	​	$	—	​	$	11	​	$	—	​	$	12
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Current period gross write-offs	​	$	—	​	$	—	​	$	—	​	$	—	​	$	—	​	$	—	​	$	—	​	$	—
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Consumer	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Pass	​	$	1,044	​	$	2,235	​	$	1,212	​	$	664	​	$	309	​	$	295	​	$	—	​	$	5,759
Special Mention	​		—	​		—	​		—	​		—	​		—	​		—	​	​	—	​		—
Substandard	​		—	​		—	​		—	​		—	​		—	​		—	​	​	—	​		—
Doubtful	​		—	​		—	​		—	​		—	​		—	​		—	​	​	—	​		—
Total Consumer	​	$	1,044	​	$	2,235	​	$	1,212	​	$	664	​	$	309	​	$	295	​	$	—	​	$	5,759
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Current period gross write-offs	​	$	8	​	$	—	​	$	—	​	$	—	​	$	—	​	$	—	​	$	—	​	$	8

​ 29

Table of Contents Nonaccrual Loans

The following table is a summary of the Company’s nonaccrual loans by major categories for the periods indicated:

​

​	​	​	​	​	​	​	​	​	​	​	​	​
​	****	CECL								****	Incurred Loss
​	​	March 31, 2024								​	September 30, 2023
​	​	Nonaccrual loans		​	Nonaccrual loans		​	Total Nonaccrual		​	​
(in thousands)	​	with No Allowance		​	with an Allowance		​	Loans		​	Nonaccrual Loans
Real Estate - Residential	​	$	—	​	$	651	​	$	651	​	$	153
Real Estate - Commercial	​		—	​		465	​		465	​		468
Commercial - Secured	​		—	​		30	​		30	​		—
Commercial - Unsecured	​	​	—	​	​	—	​	​	—	​	​	—
Consumer	​		—	​		9	​		9	​		9
Total Loans	​	$	—	​	$	1,155	​	$	1,155	​	$	630

​

The Company recognized no interest income on nonaccrual loans during the three and six months ended March 31, 2024 or 2023.

The following table represents the accrued interest receivable written off by reversing interest income during the six months ended March 31, 2024:

​

​	​	​	​
​	****	​
​	​	​
​	​	For the Six Months
​	​	Ended March 31, 2024
​	​	(in thousands)
Real Estate - Residential	​	$	18
Real Estate - Commercial	​		18
Commercial - Secured	​		1
Commercial - Unsecured	​	​	—
Consumer	​		—
Total Loans	​	$	37

​

​

NOTE 7: GOODWILL AND INTANGIBLE ASSETS

The goodwill and intangible assets arising from the acquisition of Citizens Bank of Cape Vincent is accounted for in accordance with the accounting guidance in FASB ASC Topic 350 for Intangibles — Goodwill and Other. The Company recorded goodwill of $4.2 million and core deposit intangibles of $2.5 million in connection with the acquisition. As of March 31, 2024 (unaudited) and September 30, 2023, intangible assets consisted of $1.9 million and $2.1 million, respectively, of core deposit intangibles, which are amortized over an estimated useful life of ten years.

The Company performs its annual impairment evaluation on September 30 or more frequently if events and circumstances indicate that the fair value is less than its carrying value. 30

Table of Contents Goodwill and core deposit intangibles at March 31, 2024 (unaudited) and September 30, 2023 are summarized as follows:

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Six Months Ended March 31,								​	Year ended September 30,
​	​	2024								​	2023
​	​	Gross		​	​	​	​	Net		​	Gross		​	​	​	​	Net
​	​	Carrying		​	Accumulated		​	Carrying		​	Carrying		​	Accumulated		​	Carrying
​	​	Amount		​	Amortization		​	Amount		​	Amount		​	Amortization		​	Amount
​	​	(In Thousands)
Goodwill		$	4,237		$	—		$	4,237		$	4,237		$	—		$	4,237
Core Deposit Intangible	​		2,542	​		670	​		1,872	​		2,542	​		462	​		2,080
​	​	$	6,779	​	$	670	​	$	6,109	​	$	6,779	​	$	462	​	$	6,317

​

No impairments of goodwill were recognized for the fiscal year ended September 30, 2023. Amortization expense for other intangible assets was $208,000 and $462,000 for the six months ending March 31, 2024 and the fiscal year ended September 30, 2023, respectively, as well as the estimated aggregate amortization expense for each of the five succeeding fiscal years as summarized below:

​

​	​	​	​
​
Fiscal Year Ended
September 30,
(in thousands)
2024		$	416
2025	​		370
2026	​		323
2027	​		277
2028	​		231
​	​	$	1,617

​

​

NOTE 8: FINANCIAL INSTRUMENTS WITH OFF-BALANCE-SHEET CREDIT RISK

The Bank is a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit and to sell loans. Those instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the consolidated statements of financial condition.

The Bank’s exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit is represented by the contractual amount of those instruments. The Bank uses the same credit policies in making commitments and conditional obligations as it does for on- balance sheet instruments.

A summary of financial instrument commitments at March 31, 2024 (unaudited) and September 30, 2023 is shown below.

​

​	​	​	​	​	​	​
​		March 31,		****	September 30,
​		2024		****	2023
​		(unaudited)		****	​	​
​	​	(in thousands)
Commitments to Grant Loans	​	$	929	​	$	1,089
Unfunded Commitments Under Lines of Credit	​	$	5,827	​	$	6,022

​

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since some of the commitments are expected to expire without being drawn upon, the total commitment amount does not necessarily represent future cash requirements. 31

Table of Contents The Bank evaluates each customer’s credit worthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Bank upon extension of credit, is based on management’s credit evaluation of the customer and generally consists of real estate.

​

Commitments and Contingencies

Outstanding letters of credit written are conditional commitments issued by the Company to guarantee the performance by a customer to a third party.  The Company’s exposure to credit loss in the event of nonperformance by the other party to the financial instrument for standby letters of credit is represented by the contractual amount of those instruments.  The Bank uses the same credit policies in making conditional obligations as it does for on-balance sheet instruments.  The Company had four standby letters of credit totaling $176,000 as of March 31, 2024 and September 30, 2023.

The credit risk involved in issuing letters of credit is essentially the same as that involved in extending other loan commitments.  The Company requires collateral and personal guarantees supporting these letters of credit as deemed necessary.  Management believes that the proceeds obtained through a liquidation of such collateral in the event of a default, and the enforcement of personal guarantees would be sufficient to cover the maximum potential amount of future payments required under the corresponding guarantees.

Unfunded Commitments

The Company maintains an allowance for off-balance sheet credit exposures such as unfunded balances for existing lines of credit, commitments to extend future credit, as well as both standby and commercial letters of credit when there is a contractual obligation to extend credit and when this extension of credit is not unconditionally cancellable (i.e. commitment cannot be canceled at any time). The allowance for off-balance sheet credit exposures is adjusted as a provision for credit loss expense. The estimate includes consideration of the likelihood that funding will occur, which is based on a historical funding study derived from internal information, and an estimate of expected credit losses on commitments expected to be funded over its estimated life, which are the same loss rates that are used in computing the allowance for credit losses on loans, and are discussed within this note. The allowance for credit losses for unfunded loan commitments of $31,000 at March 31, 2024 is separately classified on the balance sheet within Other Liabilities.

The following table presents the balance and activity in the allowance for credit losses for unfunded loan commitments for the three months ended March 31, 2024.

​

​	​	​	​
​	​	Total Allowance for Credit
​	​	Losses - Unfunded
(in thousands)	​	Commitments
​	​	​	​
Balance, December 31, 2023		$	31
Provision for unfunded commitments	​		—
Balance, March 31, 2024	​	$	31

​

The following table presents the balance and activity in the allowance for credit losses for unfunded loan commitments for the six months ended March 31, 2024.

​

​	​	​	​
​	​	Total Allowance for Credit
​	​	Losses - Unfunded
(in thousands)	​	Commitments
​	​	​	​
Balance, September 30, 2023		$	—
Adjustment to allowance for unfunded commitments for adoption of ASU 2016-13	​		29
Provision for unfunded commitments	​		2
Balance, March 31, 2024	​	$	31

​ 32

Table of Contents NOTE 9: REGULATORY CAPITAL REQUIREMENTS

The Bank is subject to regulatory capital requirements administered by banking regulators. Failure to meet minimum capital requirements can trigger certain mandatory — and possibly additional discretionary — actions by regulators that, if undertaken, could have a direct material effect on the Company’s consolidated financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Bank must meet specific capital guidelines that involve quantitative measures of the Bank’s assets, liabilities, and certain off-balance sheet items as calculated under regulatory accounting practices. The Bank’s capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors.

U.S. Basel III Capital Rules

In July 2013, the Federal Reserve Board approved final rules (the “U.S. Basel III Capital Rules”) establishing a new comprehensive capital framework for U.S. banking organizations and implementing the Basel Committee on Banking Supervision’s December 2010 framework for strengthening international capital standards. The U.S. Basel III Capital Rules substantially revised the risk-based capital requirements applicable to bank holding companies and depository institutions.

The minimum regulatory capital requirements established by the U.S. Basel III Capital Rules became effective for the Bank on January 1, 2016 and become fully phased in on January 1, 2019. The U.S. Basel III Capital Rules require the Bank to:

●	Meet a minimum Common Equity Tier 1 Capital ratio of 4.50% of risk-weighted assets and a minimum Tier 1 Capital of 6.00% of risk-weighted assets;
●	Continue to require a minimum Total Capital ratio of 8.00% of risk-weighted assets and a minimum Tier 1 Leverage Capital ratio of 4.00% of average assets;
---	---
●	Maintain a “capital conservation buffer” of 2.50% above the minimum risk-based capital requirements, which must be maintained to avoid restrictions on capital distributions and certain discretionary bonus payments; and
---	---
●	Comply with a revised definition of capital to improve the ability of regulatory capital instruments to absorb losses. Certain non-qualifying capital instruments, including cumulative preferred stock and TruPS, will be excluded as a component of Tier 1 capital for institutions of the Company’s size.
---	---

The U.S. Basel III Capital Rules use a standardized approach for risk weightings that expand the risk- weightings for assets and off-balance sheet exposures from the previous 0%, 20%, 50% and 100% categories to a much larger and more risk-sensitive number of categories, depending on the nature of the assets and off- balance sheet exposures, resulting in higher risk weights for a variety of asset categories.

The capital conservation buffer at March 31, 2024 and September 30, 2023 is 2.50%. The Bank exceeded these “well-capitalized” and “capital conservation buffer” ratios for all periods presented.

As of March 31, 2024 and September 30, 2023, the Bank’s capital levels meet the fully phased-in minimum capital requirements, including the new capital conservation buffers, as prescribed in the U.S. Basel III Capital Rules.

As of March 31, 2024 and September 30, 2023, the most recent notification from Federal Deposit Insurance Corporation (“FDIC”) categorized the Bank as well capitalized under the regulatory framework for prompt corrective action. There are no conditions or events since the most recent notification that management believes have changed the Bank’s prompt corrective action category. 33

Table of Contents There are no comparable minimum capital requirements that apply to the Company as a savings and loan holding company. The Bank’s actual and required capital amounts and ratios are presented in the table below:

​

​	​	​	​	​	​	​	​	​	​	​	​	​
​		​	​	​	****	​	​	​	****	Minimum to be Well
​	​	​	​	​	​	​	​	​	​	Capitalized Under Prompt
​	​	​	​	​	​	Minimum Capital			​	Corrective Action
​		Actual				Requirement				Provisions
​		Amount ()		Ratio (%)		Amount ()		Ratio (%)		Amount ()		Ratio (%)
​	​	(In Thousands)
As of March 31, 2024 (unaudited)		​		​	​	​	​	​	​	​	​	​
Total Capital (to Risk-Weighted Assets)	​			23.7	≥		≥	8.0	≥		≥	10.0
Tier 1 Capital (to Risk-Weighted Assets)	​			22.7	≥		≥	6.0	≥		≥	8.0
Tier 1 Common Equity (to Risk-Weighted Assets)	​			22.7	≥		≥	4.5	≥		≥	6.5
Tier 1 Leverage Ratio (to Adjusted Total Assets)	​			12.5	≥		≥	4.0	≥		≥	5.0
Capital Conservation Buffer on Tier 1 Common Equity	​			15.7	≥		≥	7.0	≥		≥	N/A
​	​	​	​	​	​	​	​	​	​	​	​	​
As of September 30, 2023	​
Total Capital (to Risk-Weighted Assets)	​			19.4	≥		≥	8.0	≥		≥	10.0
Tier 1 Capital (to Risk-Weighted Assets)	​			18.9	≥		≥	6.0	≥		≥	8.0
Tier 1 Common Equity (to Risk-Weighted Assets)	​			18.9	≥		≥	4.5	≥		≥	6.5
Tier 1 Leverage Ratio (to Adjusted Total Assets)	​			10.6	≥		≥	4.0	≥		≥	5.0
Capital Conservation Buffer on Tier 1 Common Equity	​			11.4	≥		≥	7.0	≥		≥	N/A

All values are in US Dollars.

​

GS&L Municipal Bank’s actual and required capital amounts and ratios are as follows:

​

​	​	​	​	​	​	​	​	​	​	​	​	​
​		​	​	​	****	​	​	​	****	Minimum to be Well
​	​	​	​	​	​	​	​	​	​	Capitalized Under Prompt
​	​	​	​	​	​	Minimum Capital			​	Corrective Action
​	​	Actual			​	Requirement			​	Provisions
​		Amount ()	****	Ratio (%)	​	Amount ()	​	Ratio (%)	​	Amount ()	​	Ratio (%)
​	​	(In Thousands)
As of March 31, 2024 (unaudited)		​		​	​	​	​	​	​	​	​	​
Total Capital (to Risk-Weighted Assets)	​			120.4	≥		≥	8.0	≥		≥	10.0
Tier 1 Capital (to Risk-Weighted Assets)	​	​		120.4	≥	​	≥	6.0	≥	​	≥	8.0
Tier 1 Common Equity (to Risk-Weighted Assets)	​	​		120.4	≥	​	≥	4.5	≥	​	≥	6.5
Tier 1 Leverage Ratio (to Adjusted Total Assets)	​	​		39.8	≥	​	≥	4.0	≥	​	≥	5.0
Capital Conservation Buffer on Tier 1 Common Equity	​	​		112.4	≥	​	≥	7.0	≥	​	≥	N/A
​	​	​	​	​	​	​	​	​	​	​	​	​
As of September 30, 2023	​
Total Capital (to Risk-Weighted Assets)	​			245.8	≥		≥	8.0	≥		≥	10.0
Tier 1 Capital (to Risk-Weighted Assets)	​	​		245.8	≥	​	≥	6.0	≥	​	≥	8.0
Tier 1 Common Equity (to Risk-Weighted Assets)	​	​		245.8	≥	​	≥	4.5	≥	​	≥	6.5
Tier 1 Leverage Ratio (to Adjusted Total Assets)	​	​		37.4	≥	​	≥	4.0	≥	​	≥	5.0
Capital Conservation Buffer on Tier 1 Common Equity	​	​		237.8	≥	​	≥	7.0	≥	​	≥	N/A

All values are in US Dollars.

​

​

​ 34

Table of Contents NOTE 10: RETAINED EARNINGS

Cambray Mutual Holding Company (“Cambray”) received full dividends paid by the Company on shares owned in fiscal year 2023. The total cumulative dividends waived by Cambray was $6,384,000 as of September 30, 2023. The dividends waived by Cambray were considered a restriction on the retained earnings of the Company.

​

NOTE 11: INTEREST RATE DERIVATIVES

Derivative instruments are entered into primarily as a risk management tool of the Company. The Company has entered into several interest rate swap agreements whereby it pays a fixed rate and receives a variable rate on a notional amount. The Company enters into these arrangements to hedge the cost of certain borrowings and to increase the interest rate sensitivity of certain assets. Financial derivatives are recorded at fair value as other assets or liabilities. The accounting for changes in the fair value of a derivative depends on whether it has been designated and qualifies as a part of a hedging relationship. For a fair value hedge, changes in the fair value of the derivative instrument and changes in the fair value of the hedged asset or liability are currently recognized in current year earnings. Amounts recognized in earnings as noninterest loss for the six months ended March 31, 2024 and 2023 were $181,000 and $823,000, respectively. The gain/loss is the result of the swaps market value fluctuations with long-term bond rates and projected short-term rates. See Note 12 for further discussion on the fair value of the interest rate derivative.

On December 9, 2022, the Company unwound two off-balance sheet swaps, with $6.0 million in notional value, for a realized gain of approximately $343,000. On December 14, 2022, the Company sold four investments totaling $2.0 million for a total loss of approximately $342,000, which closely matched the realized gain on the unwound swaps, and $2.0 million was reinvested into two new securities.

On February 14, 2023, the Company unwound two off-balance sheet swaps, with $5.0 million in notional value, for a realized gain of approximately $310,000. On February 14, 2023, the Company sold ten underperforming investments totaling $3.65 million for a total loss of approximately $318,000, which closely matched the realized gain on the unwound swaps, and $3.09 million was reinvested into three new securities.

On December 29, 2023, the Company unwound two off-balance sheet swaps, with $2.5 million in notional value, for a realized gain of approximately $75,000.

Information about interest rate swap agreements at March 31, 2024 (unaudited) and September 30, 2023 is as shown on the following table:

​

​	​	​	​	​	​	​	​	​	​	​
​	****	​	​	****	Weighted	****	​	****	Estimated
​	​	​	​	​	Average Rate	​	Weighted	​	Fair Value
​	​	Notional		​	Contract	​	Average Rate	​	(Liability)
​	​	Amount		​	Pay Rate	​	Received Rate	​	Asset
​	​	(In Thousands)		​	****	​	****	​	(In Thousands)
March 31, 2024 (unaudited)		​							​
Interest Rate Swaps on Mortgage Loans	​	$	—		—	%	—	%	$	—
Interest Rate Swaps on FHLB Borrowings and Bank Deposits	​	$	3,000		1.56	%	5.60	%	$	68
​	​	​	​	​	​	​	​	​	​	​
September 30, 2023	​							​
Interest Rate Swaps on Mortgage Loans	​	$	—		—	%	—	%	$	—
Interest Rate Swaps on FHLB Borrowings and Bank Deposits	​	$	5,500		2.04	%	5.35	%	$	250

​ 35

Table of Contents The following table is a summary of the fair value of outstanding derivatives and their presentation in the consolidated statements of financial condition as of March 31, 2024 (unaudited) and September 30, 2023:

​

​	​	​	​	​	​	​	​
​	​	As of March 31,		​	As of September 30,		​
​	****	2024		****	2023		****
​	​	(unaudited)		​	​	​	​
​	​	(In Thousands)
Fair Value Hedge – Interest Rate Swap	​	​	​	​	​	​	​
Accrued Interest Receivable and Other Assets	​	$	68	​	$	250	​

​

The notional amount of interest rate swap agreements entered into, that were outstanding at March 31, 2024 (unaudited) and September 30, 2023, mature as follows for the years ended September 30:

​

​	​	​	​	​	​	​
​	****	March 31,		****	September 30,
​	****	2024		****	2023
​	****	(unaudited)		​	​	​
​	****	(in thousands)
2024	​	$	—	​	$	—
2025	​		3,000	​		4,500
2026	​		—	​		1,000
​	​	$	3,000	​	$	5,500

​

​

NOTE 12: FAIR VALUE MEASUREMENTS

Determination of Fair Value

The Company uses fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures. In accordance with the Fair Value Measurements and Disclosures topic of FASB ASC 820, the fair value of a financial instrument is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is best determined based upon quoted market prices. However, in many instances, there are no quoted market prices for the Company’s various financial instruments. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. Accordingly, the fair value estimates may not be realized in an immediate settlement of the instrument.

Recent fair value guidance provides a consistent definition of fair value, which focuses on exit price in an orderly transaction (that is, not a forced liquidation or distressed sale) between market participants at the measurement date under current market conditions. If there has been a significant decrease in the volume and level of activity for the asset or liability, a change in valuation technique or the use of multiple valuation techniques may be appropriate. In such instances, determining the price at which willing market participants would transact at the measurement date under current market conditions depends on the facts and circumstances and requires the use of significant judgment. The fair value, a reasonable point within the range, is most representative of fair value under current market conditions. 36

Table of Contents Fair Value Hierarchy

In accordance with this guidance, the Company groups its financial assets and financial liabilities generally measured at fair value in three levels, based on the markets in which the assets and liabilities are traded and the reliability of the assumptions used to determine fair value.

●	Level 1 — Valuation is based on quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. Level 1 assets and liabilities generally include debt and equity securities that are traded in an active exchange market. Valuations are obtained from readily available pricing sources for market transactions involving identical assets or liabilities.
●	Level 2 — Valuation is based on inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly or indirectly. The valuation may be based on quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the asset or liability.
---	---
●	Level 3 — Valuation is based on unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which determination of fair value requires significant management judgment or estimation.
---	---

The types of instruments valued based on quoted market prices in active markets include most U.S. government and agency securities, liquid mortgage products, active listed equities and most money market securities. Such instruments are generally classified within Level 1 or Level 2 of the fair value hierarchy. As required by this guidance, the Company does not adjust the quoted price for such instruments.

The types of instruments valued based on quoted prices in markets that are not active, broker or dealer quotations, or alternative pricing sources with reasonable levels of price transparency include most investment- grade and high-yield corporate bonds, less liquid mortgage products, less liquid equities, state, municipal and provincial obligations, and certain physical commodities. Such instruments are generally classified within Level 2 of the fair value hierarchy.

The Company utilizes interest rate swap agreements based on the Secured Overnight Financing Rate (SOFR). The Company generally determines the fair value of its interest rate swap agreements using externally developed pricing models based on market observable inputs and therefore classifies such valuations as Level 2.

Level 3 is for positions that are not traded in active markets or are subject to transfer restrictions. Valuations are adjusted to reflect illiquidity and/or non-transferability, and such adjustments are generally based on available market evidence. In the absence of such evidence, management’s best estimate is used.

Individually evaluated loans are evaluated and valued at the time the loan is identified as not having risk characteristics common with other loans within its pool. In these instances, impairment is measured on a case-by-case basis.  The fair value of the loan is determined using either present value of the expected future cash flows discounted at the loan’s effective interest rate or, for collateral dependent loans, the fair value of the collateral less the selling, administrative costs, and other expenses necessary to liquidate the collateral. Collateral may be real estate and/or business assets including equipment, inventory and/or accounts receivable. Market value is measured based on the value of the collateral securing these loans and is classified at a Level 3 in the fair value hierarchy.  The value of business equipment, inventory and accounts receivable collateral is based on the net book value on the business’ financial statements and, if necessary, discounted based on management’s review and analysis. Appraised and reported values may be discounted based on management’s historical knowledge, changes in market conditions from the time of valuation and/or management’s 37

Table of Contents expertise and knowledge of the client’s business. Individually evaluated loans are reviewed and evaluated on at least a quarterly basis for additional impairment and adjusted accordingly, based on the same factors identified previously.

Foreclosed properties are adjusted to fair value upon transfer of the loans to foreclosed properties. Subsequently, foreclosed properties are carried at the lower of carrying value or fair value. The estimated fair value for foreclosed properties included in Level 3 is determined by independent market-based appraisals and other available market information, less costs to sell, that may be reduced further based on market expectations or an executed sales agreement. If fair value of the collateral deteriorates subsequent to initial recognition, the Company records the foreclosed properties as a nonrecurring Level 3 adjustment. Valuation techniques are consistent with those techniques applied in prior periods.

The following table present the assets required to be measured and reported on a recurring basis on the Company’s Consolidated Statements of Financial Condition at their fair value as of March 31, 2024 (unaudited) and September 30, 2023 by level within the fair value hierarchy. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.

​

​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	Quoted Prices in		​	​	​	​	​	​
​	​	​	​	****	Active Markets		****	​	​	****	​	​
​	​	​	​	****	for Identical		****	Significant Other		****	Significant
​	​	Total		****	Assets/Liabilities		​	Observable		​	Unobservable
​	****	Fair Value		****	(Level 1 )		****	Inputs (Level 2)		****	Inputs (Level 3)
​	****	(In Thousands)
March 31, 2024 (unaudited)		​			​		​	​	​		​
​	​	​	​	​	​	​	​	​	​	​	​	​
U.S. Government Treasuries	​	$	2,266	​	$	—	​	$	2,266	​	$	—
U.S. Government Agencies	​	​	11,525	​	​	—	​	​	11,525	​	​	—
Mortgaged-Backed Securities	​	​	8,587	​	​	—	​	​	8,587	​	​	—
Municipal Securities	​	​	23,386	​	​	—	​	​	23,386	​	​	—
SBA Securities	​	​	2,138	​	​	—	​	​	2,138	​	​	—
Available-for-Sale Securities	​	$	47,902	​	$	—	​	$	47,902	​	$	—
​	​	​	​	​	​	​	​	​	​	​	​	​
Interest Rate Swap Derivative	​	$	68	​	$	—	​	$	68	​	$	—
​	​	​	​	​	​	​	​	​	​	​	​	​
September 30, 2023	​			​			​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​
U.S. Government Treasuries	​	$	3,680	​	$	—	​	$	3,680	​	$	—
U.S. Government Agencies	​	​	11,662	​	​	—	​	​	11,662	​	​	—
Mortgaged-Backed Securities	​	​	7,915	​	​	—	​	​	7,915	​	​	—
Municipal Securities	​	​	20,995	​	​	—	​	​	20,995	​	​	—
SBA Securities	​	​	2,372	​	​	—	​	​	2,372	​	​	—
Available-for-Sale Securities	​	$	46,624	​	$	—	​	$	46,624	​	$	—
​	​	​	​	​	​	​	​	​	​	​	​	​
Interest Rate Swap Derivative	​	$	250	​	$	—	​	$	250	​	$	—

​

Certain assets and liabilities may be required to be measured at fair value on a nonrecurring basis in periods subsequent to their initial recognition. Generally, nonrecurring valuation is the result of the application of other accounting pronouncements which require assets and liabilities to be assessed for impairment or recorded at the lower of cost or fair value. 38

Table of Contents Fair values of assets and liabilities measured on a nonrecurring basis at March 31, 2024 (unaudited) and September 30, 2023  are shown in the following table:

​

​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​		​	Quoted Prices in		​	​		​	​
​	​	​		​	Active Markets		​	​		​	​
​	​	​		​	for Identical		​	Significant Other		​	Significant
​	​	Total		​	Assets/Liabilities		​	Observable		​	Unobservable
​	****	Fair Value		****	(Level 1 )		****	Inputs (Level 2)		****	Inputs (Level 3)
​	​	(In Thousands)
March 31, 2024 (unaudited)	​	​	​	​	​	​	​	​	​	​	​	​
Foreclosed Real Estate, Net	​	$	39	​	$	—	​	$	—	​	$	39
​	​	​	​	​	​	​	​	​	​	​	​	​
September 30, 2023	​	​	​	​	​	​	​	​	​	​	​	​
Foreclosed Real Estate, Net	​	$	101	​	$	—	​	$	—	​	$	101

​

The table below presents additional quantitative information about assets measured at fair value on a nonrecurring basis and for which Level 3 inputs were used to determine fair value at March 31, 2024 (unaudited) and at September 30, 2023.

​

​	​	​	​	​	​	​
​	​	Valuation Techniques	​	Unobservable Inputs	​	Weighted Average Range
​	​	​	​	​	​	​
Individually Evaluated Loans		Appraisal of Collateral		Appraisal Adjustments		25% - 25% (25%)
​	​	(Sales Approach)	​	Costs to Sell	​	6% - 10% (8%)
​	​	Discounted Cash Flow	​	​	​	​
Foreclosed Assets	​	Appraisal of Collateral	​	Appraisal Adjustments	​	25% - 25% (25%)
​	​	(Sales Approach)	​	Costs to Sell	​	6% - 10% (8%)

​

Accounting guidance requires disclosures of the estimated fair value of certain financial instruments and the methods and significant assumptions used to estimate their fair values. Certain financial instruments and all non-financial instruments are excluded from the scope of the guidance.

The estimated fair values of financial instruments at March 31, 2024 (unaudited) and at September 30, 2023 are as follows:

​

​	​	​	​	​	​	​
​	​	March 31, 2024
​	****	Carrying Value		****	Fair Value
​	****	(unaudited)
​	​	(In Thousands)
Financial Assets	​	​	​	​	​	​
Cash and due from banks	​	$	8,357	​	$	8,357
Interest bearing deposits with banks	​		1,756	​		1,756
Time deposits in other financial institutions	​		245	​		245
Available for sale debt securities	​		47,902	​		47,902
Acquired loans	​		29,614	​	​	29,614
Portfolio loans, net of deferred fees	​		94,108	​		78,137
Investment in restricted stock	​		1,045	​		1,045
Accrued interest receivable	​		679	​		679
Interest rate swap derivative	​		68	​		68
Financial Liabilities	​	​	​	​	​	​
Deposits	​	$	162,767	​	$	121,591
Accrued interest payable	​		13	​		13

​ 39

Table of Contents Accounting guidance requires disclosures of the estimated fair value of certain financial instruments and the methods and significant assumptions used to estimate their fair values. Certain financial instruments and all non-financial instruments are excluded from the scope of the guidance.

The estimated fair values of financial instruments at September 30, 2023 are as follows:

​

​	​	​	​	​	​	​
​	​	September 30, 2023
​	****	Carrying Value		****	Fair Value
​	****	(In Thousands)
Financial Assets	​	​	​	​	​	​
Cash and due from banks	​	$	9,306	​	$	9,306
Interest bearing deposits with banks	​		1,101	​		1,101
Time deposits in other financial institutions	​		484	​		484
Available for sale debt securities	​		46,624	​		46,624
Acquired loans	​		32,174	​		32,174
Portfolio loans, net of deferred fees	​		93,253	​		69,608
Investment in restricted stock	​		1,471	​		1,471
Accrued interest receivable	​		630	​		630
Interest rate swap derivative	​		250	​		250
Financial Liabilities ****	​	​	​	​	​	​
Deposits	​	$	158,778	​	$	119,212
Accrued interest payable	​		67	​		67

​

The methods and assumptions that were used to estimate the fair value of financial assets and financial liabilities that are measured at fair value on a recurring and non-recurring basis have been previously disclosed. A description of the valuation methodologies used for instruments measured at fair value, as well as the general classification of such instruments pursuant to the valuation hierarchy, is set forth below:

Cash and due from banks — Due to their short-term nature, the carrying amount of cash and due from banks approximates fair value and is categorized in Level 1 of the fair value hierarchy.

Interest bearing deposits with banks — Due to their short-term nature, the carrying amount of interest- bearing deposits in other financial institutions approximates fair value and is categorized in Level 1 of the fair value hierarchy.

Time deposits in other financial institutions — Fair values are calculated based on market prices of similar securities and, therefore, are classified as Level 2 within the valuation hierarchy.

Available for sale securities — For those available for sale debt securities where quoted prices are unavailable, fair values are calculated based on market prices of similar securities and, therefore, are classified as Level 2 within the valuation hierarchy.

Loans receivable — The fair value loans is estimated by discounting future cash flows using current rates at which similar loans would be made to borrowers with similar credit ratings and is categorized in Level 3 of the fair value hierarchy. Acquired loans (impaired and non-impaired) are initially recorded at their acquisition-date fair values using Level 3 inputs. Fair values are based on a discounted cash flow methodology that involves assumptions and judgments as to credit risk, expected life time losses, environmental factors, collateral values, discount rates, expected payments and expected prepayments.

Investments in restricted stock — No secondary market exists for FHLB or Atlantic Community Bankers Bank stock. The stock is bought and sold at par and management believes the carrying amount approximates fair value and is categorized in Level 2 of the fair value hierarchy. 40

Table of Contents Accrued interest receivable — Due to their short-term nature, the carrying amount approximates fair value and is categorized in Level 1 of the fair value hierarchy.

Deposits — Fair value of deposits with no stated maturity, such as demand deposits, savings, and money market accounts, is estimated using discounted cash flows applying short-term interest rates currently offered on FHLB advances. Fair value of fixed rate time deposits is estimated using discounted cash flows applying interest rates currently offered on similar time deposits. Deposits are categorized in Level 2 of the fair value hierarchy.

Accrued interest payable — Due to their short-term nature, the carrying amount approximates fair value and is categorized in Level 1 of the fair value hierarchy.

Interest Rate Swap Derivative — Fair values are calculated based on market prices of similar securities and, therefore, are classified as Level 2 within the valuation hierarchy.

​

NOTE 13: LEASES

A lease is defined as a contract, or part of a contract, that conveys the right to control the use of identified property, plant or equipment for a period of time in exchange for consideration.

The leases in which the Company is the lessee include real estate property for a branch office facility under a noncancelable operating lease arrangement, whose maturity date was November 2023, at which point, it automatically renewed for a three-year term at the end of that renewal. The Bank also leases a postage machine which will expire in June 2025 and a copier which will expire in June 2026.

All of the Company’s leases are classified as operating leases. Topic 842 requires the Company to recognize a right-of-use (“ROU”) asset and corresponding lease liability included in other assets and other liabilities, respectively, on the Company’s consolidated statements of financial condition.

​ 41

Table of Contents The Company’s real estate lease agreements include an option to renew at the Company’s discretion, which is included in the maturity schedule below. Future maturities of lease liabilities with initial or remaining terms of one year or more as of March 31, 2024 are as follows:

​

​	​	​	​
​	****	(unaudited)
2024	​	$	11,000
2025	​		21,000
2026	​		14,000
2027	​		13,000
2028	​		13,000
​	​	$	72,000

​

Lease expense for the branch office amounted to $8,000 for the six months ended March 31, 2024. Lease expense for the equipment was approximately $3,000 for the six months ended March 31, 2024. The following tables present information about the Company’s leases as of and for the three and six months ended March 31, 2024:

​

​	​	​	​
Operating lease right of use assets		$	55,000
Operating lease liability	​	$	55,000
Weighted average remaining lease term, in years:	​	​	4.09
For the three months ended March 31, 2024:	​	​	​
Operating lease expense:	​	$	6,000
Short-term lease expense:	​		—
Total lease expense:	​	$	6,000
Cash paid for amounts included in measurement of lease liabilities:	​	$	6,000
For the six months ended March 31, 2024:	​	​	​
Operating lease expense:	​	$	11,000
Short-term lease expense:	​		—
Total lease expense:	​	$	11,000
Cash paid for amounts included in measurement of lease liabilities:	​	$	11,000

​

​ 42

Table of Contents NOTE 14: PARENT COMPANY FINANCIAL INFORMATION

​

​	​	​	​	​	​	​
Gouverneur Bancorp, Inc.
​
CONDENSED STATEMENTS OF FINANCIAL CONDITION PARENT COMPANY ONLY
As of March 31, 2024 (unaudited) and September 30, 2023
​	​	​	​	​	​	​
​		March 31, 2024			September 30, 2023
​	​	(unaudited)		​	​	​
​	​	(In Thousands, Except Share and Per Share Amounts)
Assets	​	​	​	​	​	​
Cash and Cash Equivalents:	​	​	​	​	​	​
Cash and due from banks	​	$	2,431	​	$	19
Interest bearing deposits with banks	​	​	153	​	​	4,575
Total Cash and Cash Equivalents	​	​	2,584	​	​	4,594
​	​	​	​	​	​	​
ESOP loan receivable	​	​	522	​	​	—
​	​	​	​	​	​	​
Accrued interest receivable and other assets	​	​	115	​	​	11
Investment in subsidiary	​	​	29,246	​	​	23,865
​	​	​	​	​	​	​
Total Assets	​	$	32,467	​	$	28,470
​	​	​	​	​	​	​
Liabilities and Stockholders' Equity	​	​	​	​	​	​
Accrued interest payable and other liabilities	​	$	732	​	$	3,362
​	​	​	​	​	​	​
Total Liabilities	​	​	732	​	​	3,362
​	​	​	​	​	​	​
Stockholders' Equity	​	​	​	​	​	​
Preferred stock, $.01 par value: March 31, 2024: 25,000,000 shares authorized; none issued	​	​	​	​	​	​
September 30, 2023: 1,000,000 shares authorized; none issued	​	​	—	​	​	—
Common stock, $.01 par value: March 31, 2024: 75,000,000 shares authorized; 1,107,134 shares issued	​	​	​	​	​	​
September 30, 2023: 9,000,000 shares authorized; 2,031,377 shares issued	​	​	11	​	​	24
Additional paid-in capital	​	​	6,487	​	​	5,035
Retained earnings	​	​	28,094	​	​	28,242
Treasury Stock, at cost, (shares March 31, 2024: 0: September 30, 2023: 352,231)	​	​	—	​	​	(4,070)
Accumulated other comprehensive loss	​	​	(2,317)	​	​	(4,123)
Unearned common stock held by employee stock ownership plan	​	​	(540)	​	​	—
Total Stockholders' Equity	​	​	31,735	​	​	25,108
​	​	​	​	​	​	​
Total Liabilities and Stockholders' Equity	​	$	32,467	​	$	28,470
​	​	​	​	​	​	​
​	​	​	​	​	​	​

​

​ 43

Table of Contents

​	​	​	​	​	​	​	​	​	​	​	​	​
Gouverneur Bancorp, Inc.
​
CONDENSED STATEMENTS OF EARNINGS - PARENT COMPANY ONLY
For the Three and Six Months Ended March 31, 2024 and 2023 (unaudited)
​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Three Months Ended March 31,					​	Six Months Ended March 31,
​		2024			2023			2024			2023
​	​	(unaudited)
​	​	(In Thousands, except per share data)
Interest Income:	​	​	​	​	​	​	​	​	​	​	​	​
Loans receivable, including fees	​	$	—	​	$	—	​	$	8	​	$	—
​	​	​	​	​	​	​	​	​	​	​	​	​
Total Interest Income	​	​	—	​	​	—	​	​	8	​	​	—
​	​	​	​	​	​	​	​	​	​	​	​	​
Net Interest Income	​	​	—	​	​	—	​	​	8	​	​	—
​	​	​	​	​	​	​	​	​	​	​	​	​
Non-interest Income:	​	​	​	​	​	​	​	​	​	​	​	​
Dividend Income	​	​	—	​	​	—	​	​	—	​	​	203
Earnings (loss) on deferred fees plan	​	​	17	​	​	—	​	​	11	​	​	—
Earnings (losses) from subsidiaries	​	​	206	​	​	(13)	​	​	385	​	​	46
​	​	​	​	​	​	​	​	​	​	​	​	​
Total Non-interest Income (Loss)	​	​	223	​	​	(13)	​	​	396	​	​	249
​	​	​	​	​	​	​	​	​	​	​	​	​
Non-interest Expenses:	​	​	​	​	​	​	​	​	​	​	​	​
Directors' fees	​	​	22	​	​	—	​	​	36	​	​	—
Earnings (losses) on deferred fees plan	​	​	17	​	​	—	​	​	11	​	​	—
Professional fees	​	​	29	​	​	7	​	​	63	​	​	7
Other non-interest expenses	​	​	53	​	​	27	​	​	74	​	​	38
​	​	​	​	​	​	​	​	​	​	​	​	​
Total Non-interest Expenses	​	​	121	​	​	34	​	​	184	​	​	45
​	​	​	​	​	​	​	​	​	​	​	​	​
Income (Loss) before Income Tax Expense	​	​	102	​	​	(47)	​	​	220	​	​	204
​	​	​	​	​	​	​	​	​	​	​	​	​
Income Tax Expense	​	​	—	​	​	—	​	​	—	​	​	—
​	​	​	​	​	​	​	​	​	​	​	​	​
Net Income (Loss)	​	$	102	​	$	(47)	​	$	220	​	$	204
​	​	​	​	​	​	​	​	​	​	​	​	​
Basic and Diluted Earnings Per Share	​	$	0.10	​	$	(0.02)	​	$	0.21	​	$	—
​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​

​

​ 44

Table of Contents

​	​	​	​	​	​	​	​
Gouverneur Bancorp, Inc.
​
CONDENSED STATEMENTS OF CASH FLOWS - PARENT ONLY
​							​
​	​	​	​	​	​	​	​
​	​	Six Months Ended March 31,					​
​		2024			2023
​	​	(unaudited)					​
​	​	(In Thousands)					​
Cash Flows from Operating Activities:	​	​	​	​	​	​	​
Net income	​	$	220	​	$	204	​
Adjustments to reconcile net income (loss) to net cash and cash equivalents provided by operating activities:	​	​	​	​	​	​	​
Equity in undistributed net earnings of subsidiaries	​	​	(385)	​	​	(46)	​
ESOP committed to be released	​	​	37	​	​	—	​
Change in other Assets	​	​	(3,662)	​	​	245	​
Change in other Liabilities	​	​	(2,630)	​	​	(252)	​
​	​	​	​	​	​	​	​
Net Cash (Used in) Provided by Operating Activities	​	​	(6,420)	​	​	151	​
​	​	​	​	​	​	​	​
Cash Flows from Investing Activities:	​	​	​	​	​	​	​
ESOP loan issued	​	​	(578)	​	​	—	​
Net decrease in loans receivable	​	​	56	​	​	—	​
​	​	​	​	​	​	​	​
Net Cash Used in Investing Activities	​	​	(522)	​	​	—	​
​	​	​	​	​	​	​	​
Cash Flows from Financing Activities:	​	​	​	​	​	​	​
Net stock offering proceeds	​	​	4,932	​	​	—	​
Cash dividends paid	​	​	—	​	​	(204)	​
​	​	​	​	​	​	​	​
Net Cash Provided by (Used in) Financing Activities	​	​	4,932	​	​	(204)	​
​	​	​	​	​	​	​	​
Net Decrease in Cash and Cash Equivalents	​	​	(2,010)	​	​	(53)	​
​	​	​	​	​	​	​	​
Cash and Cash Equivalents - Beginning of Period	​	​	4,594	​	​	107	​
​	​	​	​	​	​	​	​
Cash and Cash Equivalents - End of Period	​	$	2,584	​	$	54	​
​	​	​	​	​	​	​	​

​

​

NOTE 15: SUBSEQUENT EVENT

​

On April 19, 2024, the Bank filed an application with the Office of the Comptroller of the Currency (the “OCC”) to convert from a New York chartered stock savings and loan association to a national banking association.  In connection with the charter conversion application, the Company will also file an application with the Federal Reserve Bank of New York to convert from a savings and loan holding company to a bank holding company.  The charter conversion remains subject to regulatory approval by the OCC and the Federal Reserve, and no timeline has been established for the completion of the conversion.  If the charter conversion is ultimately approved by the OCC and the Federal Reserve, the Company currently intends to file an application to merge GS&L Municipal Bank with and into the Bank following the completion of the charter conversion.

​

​ 45

Table of Contents

ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-Looking Statements

Statements contained in this report that are not historical facts may constitute forward-looking statements (within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended), which involve significant risks and uncertainties. The Company intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and is including this statement for purposes of invoking these safe harbor provisions. Forward-looking statements, which are based on certain assumptions and describe future plans, strategies and expectations of the Company, are generally identifiable by the use of the words “believe,” “expect,” “intend,” “anticipate,” “estimate,” “project,” “plan,” or similar expressions. The Company’s ability to predict results or the actual effect of future plans or strategies is inherently uncertain and actual results may differ from those predicted. The Company undertakes no obligation to update these forward-looking statements in the future.

The Company cautions readers of this report that a number of important factors could cause the Company’s actual results to differ materially from those expressed in forward-looking statements. Factors that could cause actual results to differ from those predicted and could affect the future prospects of the Company include, but are not limited to: (i) general economic conditions, either nationally or in our market areas, that are worse than expected including as a result of employment levels and labor shortages, and the effects of inflation, a potential recession or slowed economic growth caused by supply chain disruptions or otherwise; (ii) changes in the level and direction of loan delinquencies and write-offs and changes in estimates of the adequacy of the allowance for loan losses; (iii) our ability to access cost-effective funding; (iv) fluctuations in real estate values and both residential and commercial real estate market conditions; (v) demand for loans and deposits in our market area; (vi) deposit outflows and our ability to successfully manage liquidity; (vii) our ability to implement and change our business strategies; (viii) competition among depository and other financial institutions; (ix) inflation and changes in the interest rate environment that reduce our margins and yields, the fair value of financial instruments or our level of loan originations or prepayments on loans we have made and make; (x) adverse changes in the securities or secondary mortgage markets; (xi) changes in laws or government regulations or policies affecting financial institutions, including changes in regulatory fees and capital requirements and insurance premiums; (xii) changes in the quality or composition of our loan or investment portfolios; (xiii) technological changes that may be more difficult or expensive than expected; (xiv) the inability of third-party providers to perform as expected; (xv) our ability to manage market risk, credit risk and operational risk in the current economic environment; (xvi) our ability to enter new markets successfully and to capitalize on growth opportunities; (xvii) our ability to successfully integrate into our operations any assets, liabilities, customers, systems and management personnel we may acquire, including those recently acquired from Citizens Bank of Cape Vincent, and our ability to realize related revenue synergies and cost savings within expected time frames and any goodwill charges related thereto; (xviii) our ability to receive all required regulatory approvals necessary for the Bank to convert from a New York chartered stock savings and loan association to a national banking association, and for the currently contemplated subsequent merger of GS&L Municipal Bank with and into the Bank; (xix) changes in consumer spending, borrowing and savings habits; (xx)  changes in accounting policies and practices, as may be adopted by the bank regulatory agencies, the Financial Accounting Standards Board, the Securities and Exchange Commission or the Public Company Accounting Oversight Board; (xxi) our ability to attract and retain key employees; and (xxii) changes in financial condition, results of operations or future prospects of issuers of securities that we own.

Critical Accounting Policies

We consider accounting policies involving significant judgments and assumptions by management that have, or could have, a material impact on the carrying value of certain assets or on income to be critical accounting policies. We consider these accounting policies to be our critical accounting policies. The judgments and assumptions we use are based on 46

Table of Contents historical experience and other factors, which we believe to be reasonable under the circumstances. Actual results could differ from these judgments and estimates under different conditions, resulting in a change that could have a material impact on the carrying values of our assets and liabilities and our results of operations.

Allowance for Credit Losses

We consider the allowance for credit losses to be a critical accounting policy. Note 2 to the Company’s Consolidated Financial Statements for the three and six months ended March 31, 2024 discusses significant accounting policies, including the allowance for credit losses and the adoption of ASC 326, which changes the methodology under which management calculates its reserve for loans and investment securities, now referred to as the allowance for credit losses. Please refer to Note 2 to the Company’s Consolidated Financial Statements for detail regarding the Company’s adoption of ASU 206-13: Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments and the allowance for credit losses. Although we believe that we use the best information available to establish the allowance for credit losses, future adjustments to the allowance may be necessary if economic conditions differ substantially from the assumptions used in making the evaluation.

Our financial results are affected by the changes in and the level of the allowance for credit losses. This process involves our analysis of complex internal and external variables, and it requires that we exercise judgement to estimate an appropriate allowance for credit losses. As a result of the uncertainty associated with this subjectivity, we cannot assure the precision of the amount reserved, should we experience sizeable loan losses in any particular period. For example, changes in the financial condition of individual borrowers, economic conditions, or the condition of various markets in which collateral may be sold could require us to significantly decrease or increase the level of the allowance for credit losses. Such an adjustment could materially affect net income as a result of the change in provision for credit losses. We also have approximately $1.2 million as of March 31, 2024 in non-performing assets consisting of non-performing loans and one property held in other real estate owned. We continue to assess the collectability of these loans and update our appraisals on these loans as appropriate.

To determine the total allowance for credit losses, management estimates the reserves needed for each segment of the portfolio, including loans analyzed individually and loans analyzed on a pooled basis. The allowance for loan losses consists of amounts applicable to: (1) the commercial portfolio; (2) the real estate portfolio; and (3) the consumer portfolio.

Management monitors differences between estimated and actual credit losses. This monitoring process includes periodic assessments by senior management of loan portfolios and the models used to estimate the expected credit losses in those portfolios. Additions to the allowance for credit losses are made by changes to the provision for loan losses. Credit exposures deemed to be uncollectible are charged against the allowance for loan losses. Recoveries of previously charged off amounts are credited to the allowance for credit losses. 47

Table of Contents Specific Allowances for Identified Problem Loans

We establish a specific allowance when loans are determined to not share common risk characteristics with pooled loans. Loss is measured by determining the present value of expected future cash flows or, for collateral-dependent loans, the fair value of the collateral less estimated selling expenses. Factors in identifying a specific problem loan include: (1) the strength of the customer’s personal or business cash flows; (2) the availability of other sources of repayment; (3) the amount due or past due; (4) the type and value of collateral; (5) the strength of our collateral position; (6) the estimated cost to sell the collateral; and (7) the borrower’s effort to cure the delinquency. In addition, for loans secured by real estate, we consider the extent of any past due and unpaid property taxes applicable to the property serving as collateral on the mortgage.

General Valuation Allowance on the Remainder of the Loan Portfolio

We establish a general allowance for loans that share common risk characteristics to recognize the expected lifetime credit losses associated with lending activities, but which, unlike specific allowances, has not been allocated to particular problem assets. This general valuation allowance is determined by segregating the loans by loan category and using historical experience, current conditions, and reasonable and supportable forecasts to estimate the expected lifetime credit losses inherent. The allowance may be adjusted for significant factors that, in management’s judgment, affect the collectability of the portfolio as of the evaluation date. These significant factors may include changes in lending policies and procedures, changes in existing general economic and business conditions affecting our primary market area, credit quality trends, collateral value, loan volumes and concentrations, seasoning of the loan portfolio, recent loss experience in particular segments of  the portfolio, duration of  the current business cycle and bank regulatory examination results. The applied loss factors are re-evaluated quarterly to ensure their relevance in the current real estate environment.

Although we believe that we use the best information available to establish the allowance for credit losses, future adjustments to the allowance for credit losses may be necessary and any material increase in the allowance for credit losses may adversely affect our financial condition and results of operations.

Furthermore, while we believe we have established our allowance for credit losses in conformity with accounting principles generally accepted in the United States of America, as an integral part of their examination process, regulators will periodically review our allowance for credit losses. The regulators may have judgments different than management’s, and we may determine to increase our allowance as a result of these regulatory reviews.

Fair Value Measurements

We follow the guidance of FASB ASC 820, Fair Value Measurements and Disclosures. This guidance permits entities to measure many financial instruments and certain other items at fair value. The objective is to improve financial reporting by providing entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. This guidance clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. Under this guidance, fair value measurements are not adjusted for transaction costs. The guidance establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).

Goodwill

Goodwill represents the excess cost of the acquisition of Citizens Bank of Cape Vincent over the fair value of acquired tangible assets and liabilities and identifiable intangible assets. When calculating goodwill in accordance with FASB ASC 805-30-55-3, we evaluate whether the fair value of equity of the acquired company is a more reliable measure than the fair 48

Table of Contents value of the equity interests transferred. We consider the assumptions required to calculate the fair value of equity of an acquired company using discounted cash flow models (income approach) and/or change of control premium models (market approach) which are generally based on a higher level of market participant inputs and therefore a lower level of subjectivity when compared to the assumptions required to calculate the fair value of equity interests transferred under a fair value pricing model. As a result, we consider the calculation of the fair value of the equity of an acquired company to be more reliable than the calculation of the fair value of the equity interests transferred. Goodwill is assessed at least annually for impairment and any such impairment will be recognized in the period identified. Goodwill is not amortized but is evaluated annually for impairment.

Comparison of Financial Condition at March 31, 2024 and September 30, 2023

Total assets decreased by $2.2 million, or 1.06%, to $203.7 million at March 31, 2024 from $205.9 million at September 30, 2023. The decrease in assets was primarily due to decreases in acquired loans of $2.6 million and cash and due from banks of $949,000, partially offset by an increase in originated loans of $1.3 million and an increase in securities available for sale of $1.3 million.

Cash and cash equivalents decreased by $294,000, or 2.83%, to $10.1 million at March 31, 2024 from $10.4 million at September 30, 2023. The decrease in cash and cash equivalents can be primarily attributed to a repayment of Federal Home Loan Bank borrowings of $8.9 million, partially offset by an increase in deposits of $4.0 million and the funding of loans.

Loans receivable, net of the allowance for credit losses, decreased by $1.7 million, or 1.36%, to $123.7 million at March 31, 2024 from $125.4 million at September 30, 2023. The decrease in loans receivable, net of the allowance for credit losses, was primarily due to a decrease in net loans acquired from Citizens Bank of Cape Vincent of $2.6 million and the transition adjustment of the adoption of CECL, which resulted in an increase in the allowance for credit losses on loans of $436,000, partially offset by an increase in newly originated loans of $1.3 million.

Securities available for sale increased by $1.3 million, or 2.74%, to $47.9 million at March 31, 2024 from $46.6 million at September 30, 2023. The increase was primarily due to an increase in the market value on the portfolio, partially offset by principal paydowns and maturities.

Foreclosed real estate decreased to $39,000 at March 31, 2024 from $101,000 at September 30, 2023 due to the write-down and sale of a foreclosed property.

Total deposits increased by $4.0 million, or 2.51%, to $162.8 million at March 31, 2024 from $158.8 million at September 30, 2023. The increase in deposits can primarily be attributed to a $5.8 million increase in time deposits, partially offset by a $1.8 million decrease in non-maturing deposits. The increase in time deposits can primarily be attributed to an increase in offering rates as market and competitor rates have increased. Uninsured deposits, which are the portion of deposit accounts that exceed the FDIC insurance limit, currently set at $250,000 per insured account, were approximately $42.9 million at March 31, 2024 and $42.3 million at September 30, 2023. Municipal deposits held at GS&L Municipal Bank accounted for approximately $23.4 million and $17.5 million of the uninsured deposits at March 31, 2024 and September 30, 2023, respectively. At March 31, 2024, we had $57.1 million in available liquidity with the Federal Home Loan Bank of New York and $10.1 million in cash and cash equivalents, which was sufficient to cover 100% of our uninsured and uncollateralized deposits. Municipal deposits held by GS&L Municipal Bank are fully collateralized by available for sale government and collateralized mortgage obligation securities.

Federal Home Loan Bank advances decreased to $5.0 million at March 31, 2024 from $14.0 million at September 30, 2023. The decrease in advances was primarily due to principal maturities, increase in total deposits and increase in the Bank’s internal accounts from the net stock offering proceeds. 49

Table of Contents Shareholders’ equity increased by $6.6 million, or 26.39%, to $31.7 million at March 31, 2024 from $25.1 million at September 30, 2023. The increase in shareholders’ equity was primarily a result of the completion of the second-step conversion on October 31, 2023, at which time the Company sold, for gross proceeds of $7.2 million, a total of 723,068 shares of common stock at $10.00 per share, including 57,845 shares sold to the Bank’s employee stock ownership plan. There was also a $1.8 million increase to the market value adjustment on the securities portfolio included in the accumulated other comprehensive income component.

Results of Operations for the Three Months Ended March 31, 2024 and 2023

Financial Highlights

Net income for the three months ended March 31, 2024 was $102,000 compared to a net loss of $(47,000) for the three months ended March 31, 2023. Net income for the three months ended March 31, 2024 was higher than the three months ended March 31, 2023 primarily due to a $349,000 increase in the unrealized loss on interest rate swap agreements as of March 31, 2024. The Company also recognized $319,000 in realized losses on sales of securities which closely matched the realized gain of $310,000 on swaps unwound for the three months ended March 31, 2023. Interest expense for the three months ended March 31, 2024 was $337,000 compared to $69,000 for the three months ended March 31, 2023. Interest expense was higher for the three months ended March 31, 2024 primarily due to a $270,000 increase in interest expense on deposits.

Net Interest Income

Net interest income totaled $1.8 million for the three months ended March 31, 2024, as compared to $1.9 million for the three months ended March 31, 2023. The decrease in net interest income of $141,000, or 7.23%, was primarily due to an increase in deposit interest expense of $270,000 and an increase in borrowing interest expense of $28,000, partially offset by an increase in interest income on loans of $143,000 and $30,000 of income earned on the swap agreements hedged against borrowings.

Interest income increased by $127,000, or 6.29%, for the three months ended March 31, 2024 due to an increase in market rates resulting in higher interest rates on loan originations and loan repricing.

Interest expense increased by $268,000, or 388.41%, due to the increase in interest expense on deposits and Federal Home Loan Bank borrowings offset by the income earned on swap agreements hedged against certain borrowings.

Net interest margin decreased by 28 basis points, to 4.06% compared to 4.34% for the three months ended March 31, 2024 driven primarily by an increase in interest bearing liability costs resulting from the increase in market rates over the prior year.

Provision for Credit Losses

Management recorded no credit loss provisions for the three months ended March 31, 2024 and loan loss provisions of $47,000 on loans for the three months ended March 31, 2023. Based on a review of the loans that were in the loan portfolio at March 31, 2024, management believes that the allowance is maintained at a level that represents its best estimate of inherent credit losses in the loan portfolio that were both probable and reasonably estimable.

Non-performing loans were $1.2 million and $700,000 at March 31, 2024 and September 30, 2023, respectively. At March 31, 2024, non-performing loans consisted primarily of residential and commercial mortgage loans with the increase attributed to seasonal fluctuations. Non-performing loans included troubled debt restructurings of $435,000 at September 30, 2023. 50

Table of Contents Non-Interest Income

The following table sets forth a summary of non-interest income (loss) for the periods indicated:

​	​	​	​	​	​	​	​	​	​	​	​	​
​	****	Three Months Ended March 31,						Change
​	****	2024		****	2023			Amount			Percent	****
​	​	(Dollars in thousands)
​	​	(unaudited)
Service charges	​	$	75	​	$	77	​	$	(2)	​	2.60	%
Realized loss on sales of securities - AFS	​	​	—	​	​	(319)	​	​	319	​	100.00	%
Realized gain on swap unwound	​	​	—	​	​	310	​	​	(310)	​	100.00	%
Earnings on investment in life insurance		​	38		​	35	​	​	3		8.57	%
Earnings on deferred fees plan		​	33		​	14	​	​	19		135.71	%
Unrealized loss on swap agreement		​	(38)		​	(387)	​	​	349		90.18	%
Earnings on MPF & MAP programs		​	9		​	11	​	​	(2)		18.18	%
Other non-interest income		​	79		​	78	​	​	1		1.28	%
Total non-interest income (loss), net	​	$	196	​	$	(181)	​	​	377			​

​

The increase in total non-interest income was primarily due to the reduction in the unrealized loss on swap agreements resulting from fluctuations with long term bond rates and projected short-term rates. The unrealized loss on swap agreements was $38,000 at March 31, 2024 compared to an unrealized loss of $387,000 at March 31, 2023. For the three months ended March 31, 2023, the Company unwound two off-balance sheet swaps for a realized gain of $310,000 and sold ten investments for a loss of $319,000.

Non-Interest Expense

The following table sets forth an analysis of non-interest expense for the periods indicated:

​	​	​	​	​	​	​	​	​	​	​	​	​
​	****	Three Months Ended March 31,						Change
​		2024		****	2023			Amount			Percent	****
​	​	(Dollars in thousands)
​	​	(unaudited)
Salaries and employee benefits	​	$	880	​	$	874	​	$	6	​	0.69	%
Directors fees	​	​	90		​	72	​	​	18		25.00	%
Earnings on deferred fees plan	​	​	33		​	14	​	​	19		135.71	%
Building, occupancy and equipment	​	​	258		​	270	​	​	(12)		4.44	%
Data processing	​	​	120		​	119	​	​	1		0.84	%
Postage and supplies	​	​	47		​	36	​	​	11		30.56	%
Professional fees	​	​	192		​	120	​	​	72		60.00	%
Foreclosed assets, net	​	​	5		​	8	​	​	(3)		37.50	%
Intangibles & deposit premium expense	​	​	104		​	114	​	​	(10)		8.77	%
Other non-interest expense	​	​	190		​	213	​	​	(23)		10.80	%
Total non-interest expense	​	$	1,919	​	$	1,840	​	$	79			​

​

The increase in total noninterest expense included a $72,000 increase in professional fees for the three months ended March 31, 2024, as compared to the three months ended March 31, 2023, due to ongoing professional services resulting from the Bank’s second step conversion, which was completed during the first quarter of fiscal year 2024, and expenses related to the Company’s operations as a public company.

​ 51

Table of Contents Income Taxes

The Company recorded income tax benefit of $17,000 for the three months ended March 31, 2024 and income tax benefit of $72,000 for the three months ended March 31, 2023. The decrease in income tax benefit resulted from an increase in pre-tax book income. The Company’s effective income tax rates were (20.00)% and 60.50% for the three months ended March 31, 2024 and 2023, respectively.

Results of Operations for the Six Months Ended March 31, 2024 and 2023

Financial Highlights

Net income for the six months ended March 31, 2024 was $220,000 compared to $0 for the six months ended March 31, 2023. Net income for the six months ended March 31, 2024 was higher than the six months ended March 31, 2023 primarily due to a $642,000 increase in the unrealized loss on interest rate swap agreements as of March 31, 2024. The Company also recognized $661,000 in realized losses on sales of securities which closely matched the realized gain of $654,000 on swaps unwound for the six months ended March 31, 2023. Interest expense for the six months ended March 31, 2024 was $661,000 compared to $99,000 for the six months ended March 31, 2023. Interest expense was higher for the six months ended March 31, 2024 primarily due to a $489,000 increase in interest expense on deposits.

Net Interest Income

Net interest income totaled $3.6 million for the six months ended March 31, 2024, as compared to $3.9 million for the six months ended March 31, 2023. The decrease in net interest income of $321,000, or 8.16%, was primarily due to an increase in deposit interest expense of $489,000 and an increase in borrowing interest expense of $153,000, partially offset by an increase in interest income on loans of $262,000 and $80,000 of income earned on the swap agreements hedged against borrowings.

Interest income increased by $241,000, or 5.98%, for the six months ended March 31, 2024 due to an increase in market rates resulting in higher interest rates on loan originations and loan repricing.

Interest expense increased by $562,000, or 567.68%, due to the increase in interest expense on deposits and Federal Home Loan Bank borrowings offset by the income earned on swap agreements hedged against certain borrowings.

Net interest margin decreased by 29 basis points, to 4.03% compared to 4.32% for the six months ended March 31, 2024 driven primarily by an increase in interest bearing liability costs resulting from the increase in market rates over the prior year.

Provision for Credit Losses

Management recorded loan loss provisions of $68,000 on loans and $2,000 on unfunded commitments and $62,000 on loans for the six months ended March 31, 2024 and 2023, respectively. Based on a review of the loans that were in the loan portfolio at March 31, 2024, management believes that the allowance is maintained at a level that represents its best estimate of inherent credit losses in the loan portfolio that were both probable and reasonably estimable.

​

​ 52

Table of Contents Non-Interest Income (Loss)

The following table sets forth a summary of non-interest income (loss) for the periods indicated:

​	​	​	​	​	​	​	​	​	​	​	​	​
​	****	Six Months Ended March 31,						Change
​		2024		****	2023			Amount			Percent	****
​	​	(Dollars in thousands)
Service charges	​	$	161	​	$	169	​	$	(8)	​	4.73	%
Realized loss on sales of assets, net	​	​	—		​	(661)	​	​	661		100.00	%
Realized gain on swap unwound	​	​	75		​	654	​	​	(579)		88.53	%
Earnings on investment in life insurance	​	​	75		​	70	​	​	5		7.14	%
Earnings on deferred fees plan	​	​	45		​	41	​	​	4		9.76	%
Unrealized loss on swap agreements	​	​	(181)		​	(823)	​	​	642		78.01	%
Earnings on MPF & MAP programs	​	​	20		​	21	​	​	(1)		6.25	%
Other non-interest income	​	​	148		​	158	​	​	(10)		6.33	%
Total non-interest income (loss)	​	$	343	​	$	(371)	​	$	714			​

​

The increase in total non-interest income (loss) was primarily due to the reduction in the unrealized loss on swap agreements resulting from fluctuations with long term bond rates and projected short-term rates. The unrealized loss on swap agreements was $181,000 at March 31, 2024 compared to an unrealized loss of $823,000 at March 31, 2023. For the six months ended March 31, 2023, the Company unwound four off-balance sheet swaps for a realized gain of $661,000 and sold fourteen investments for a loss of $654,000.

Non-Interest Expense

The following table sets forth an analysis of non-interest expense for the periods indicated:

​	​	​	​	​	​	​	​	​	​	​	​	​
​	****	Six Months Ended March 31,						Change
​	****	2024		****	2023			Amount			Percent	****
​	​	(Dollars in thousands)
Salaries and employee benefits	​	$	1,743	​	$	1,676	​	$	67	​	4.00	%
Directors fees	​	​	176		​	143	​	​	33		23.08	%
Earnings on deferred fees plan	​	​	45		​	41	​	​	4		9.76	%
Occupancy expense	​	​	497		​	511	​	​	(14)		2.74	%
Data processing	​	​	226		​	228	​	​	(2)		0.88	%
Postage and supplies	​	​	71		​	81	​	​	(10)		12.35	%
Professional fees	​	​	341		​	226	​	​	115		50.88	%
Foreclosed assets, net	​	​	9		​	31	​	​	(22)		70.97	%
Intangibles & deposit premium expense	​	​	208		​	229	​	​	(21)		9.17	%
Other non-interest expense	​	​	383		​	442	​	​	(59)		13.35	%
Total non-interest expense	​	$	3,699	​	$	3,608	​	$	91			​

​

The increase in total noninterest expense included a $115,000 increase in professional fees for the six months ended March 31, 2024, as compared to the six months ended March 31, 2023, due to professional services resulting from the Bank’s second step conversion, which was completed during the first quarter of fiscal year 2024, and expenses related to the Company’s operations as a public company. 53

Table of Contents Income Taxes

The Company recorded income tax benefit of $34,000 for the six months ended March 31, 2024 and income tax benefit of $108,000 for the six months ended March 31, 2023. The decrease in income tax benefit resulted from an increase in pre-tax book income. The Company’s effective income tax rates were (18.28)% and 100.00% for the six months ended March 31, 2024 and 2023, respectively.

Asset Quality

Non-performing loans were $1.2 million and $700,000 at March 31, 2024 and September 30, 2023, respectively. At March 31, 2024, non-performing loans consisted primarily of residential and commercial mortgage loans with the increase attributed to seasonal fluctuations. Non-performing loans included troubled debt restructurings of $435,000 at September 30, 2023.

From time to time, as part of our loss mitigation strategy, we may renegotiate the loan terms based on the economic or legal reasons related to the borrower’s financial difficulties. There were no loans modified to borrowers experiencing financial difficulty during the six months ended March 31, 2024. Loans modified to borrowers experiencing financial difficulty may be considered to be non-performing and, if so, are placed on non-accrual, except for those that have established a sufficient performance history (generally a minimum of six consecutive months of performance) under the terms of the restructured loan. 54

Table of Contents Average Balances and Yields

The following tables set forth average balance sheets, average yields and costs, and certain other information for the periods indicated.  No tax-equivalent yield adjustments have been made, as the effects would be immaterial. All average balances are daily average balances. Non-accrual loans were included in the computation of average balances only. The yields set forth below include the effect of deferred fees, discounts, and premiums that are amortized or accreted to interest income or interest expense. Deferred loan fees totaled $415,000 and $540,000 for the three and six months ended March 31, 2024 and 2023, respectively.

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	****	For the Three Months Ended March 31,
​	​	2024							​	2023
​	​	Average		​	​	​	​	​	​	Average		​	​	​	​	​	****
​	​	Outstanding		​	​	​	​	Average	​	Outstanding		​	​	​	​	Average	​
​	****	Balance		****	Interest		****	Yield/Rate	****	Balance		****	Interest		****	Yield/Rate
​	​	(Dollars in thousands)															​
​	​	(unaudited)															​
Interest-earning assets^(1)^:	​	​		​	​		​		​	​		​	​		​
Loans	​	$	124,524	​	$	1,630	​	5.26	%	$	124,298	​	$	1,500	​	4.89	%
Securities		​	53,069	​	​	498		3.77	%	​	54,743		​	487		3.61	%
Other short term investments		​	1,375	​	​	17		4.97	%	​	2,904		​	31		4.33	%
Total interest-earning assets		​	178,968	​	​	2,145		4.82	%	​	181,945		​	2,018		4.50	%
Noninterest-earning assets		​	26,057	​	​	​		​	​	​	25,162		​	​		​	​
Total assets		$	205,025	​	​	​		​	​	$	207,107		​	​		​	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Interest-bearing liabilities^(1)^:		​	​	​	​	​		​	​	​	​		​	​		​	​
Interest-bearing demand deposits		​	​	​	​	​		​	​	​	​		​	​		​	​
Regular savings and club deposits		​	64,466	​	​	18		0.11	%	​	81,534		​	22		0.11	%
Money market and NOW deposits^(2)^	^^​	​	49,665	​	​	22	^^​	0.18	%	​	53,515	^^​	​	(40)	^^​	(0.30)	%
Certificates of deposit		​	30,137	​	​	252		3.36	%	​	20,641		​	40		0.79	%
Total interest-bearing deposits		​	144,268	​	​	292		0.81	%	​	155,690		​	22		0.06	%
Federal Home Loan Bank advances and other borrowings^(3)^		​	5,615	​	​	45		3.22	%	​	3,999		​	47		4.77	%
Total interest-bearing liabilities		​	149,883	​	​	337		0.90	%	​	159,689		​	69		0.18	%
Noninterest-bearing demand deposits		​	23,179	​	​	​		​	​	​	20,463		​	​		​	​
Other noninterest-bearing liabilities		​	185	​	​	​		​	​	​	513		​	​		​	​
Total liabilities		​	173,247	​	​	​		​	​	​	180,665		​	​		​	​
Total shareholders’ equity		​	31,778	​	​	​		​	​	​	26,442		​	​		​	​
Total liabilities and shareholders’ equity		$	205,025	​	​	​		​	​	$	207,107		​	​		​	​
Net interest income		​	​	​	$	1,808		​	​	​	​		$	1,949		​	​
Net interest rate spread^(4)^		​	​		​			3.92	%	​	​		​			4.32	%
Net interest-earning assets^(5)^		$	29,085		​			​	​	$	22,256		​			​	​
Net interest margin^(6)^		​			​			4.06	%	​			​			4.34	%
Average interest-earning assets to interest-bearing liabilities		​			​			1.19	x	​			​			1.14	x
(1)	The following table provides a reconciliation of the impact of swap agreements in the table above with respect to the following items:
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55

Table of Contents

​	​	​	​	​	​	​
​	​	For the Three Months Ended March 31,
​	****	2024		****	2023
​	​	(Dollars in thousands)
Interest on loans, net of deferred fees		$	1,630		$	1,500
Impact of swap agreements		​	—		​	13
Interest on loans, excluding impact of swap agreements		$	1,630		$	1,487
​	​	​	​	​	​	​
Interest on money market and NOW deposit accounts		$	22		$	(40)
Impact of swap agreements		​	—		​	(45)
Interest on deposits, excluding impact of swap agreements		$	22		$	5
​	​	​	​	​	​	​
Interest on borrowings		$	45		$	47
Impact of swap agreements		​	(30)		​	—
Interest on borrowings, excluding impact of swap agreements		$	75		$	47
(2)	Interest on money market and NOW deposit accounts includes net interest on swap agreements hedged against deposits.
---	---
(3)	Interest on Federal Home Loan Bank advances includes net interest on swap agreements hedged against borrowing.
---	---
(4)	Net interest rate spread represents the difference between the weighted average yield on interest-earning assets and the weighted average rate of interest-bearing liabilities.
---	---
(5)	Net interest-earning assets represent total interest-earning assets less total interest-bearing liabilities.
---	---
(6)	Net interest margin represents net interest income divided by average total interest-earning assets.
---	---

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​ 56

Table of Contents

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	****	For the Six Months Ended March 31,
​	​	2024							​	2023
​	​	Average		​	​	​	​	​	​	Average		​	​	​	​	​	****
​	​	Outstanding		​	​	​	​	Average	​	Outstanding		​	​	​	​	Average	​
​	​	Balance		****	Interest		****	Yield/Rate	****	Balance		****	Interest		****	Yield/Rate	​
​	​	​	(Dollars in thousands)														​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Interest-earning assets^(1)^:	​	​	​	​	​	​	​		​	​		​	​		​
Loans	​	$	124,790	​	$	3,231	​	5.18	%	$	124,626	​	$	3,009	​	4.84	%
Securities		​	53,095		​	1,001		3.77	%	​	55,250		​	969		3.52	%
Other short term investments		​	1,533		​	41		5.35	%	​	2,660		​	54		4.07	%
Total interest-earning assets		​	179,418		​	4,273		4.76	%	​	182,536		​	4,032		4.43	%
Noninterest-earning assets		​	25,499		​	​		​	​	​	23,855		​	​		​	​
Total assets		$	204,917		​	​		​	​	$	206,391		​	​		​	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Interest-bearing liabilities^(1)^:		​	​		​	​		​	​	​	​		​	​		​	​
Regular savings and club deposits		​	65,726		​	40		0.12	%	​	83,012		​	48		0.12	%
Money market and NOW deposits^(2)^	^^​	​	48,443	^^​	​	45	^^​	0.19	%	​	53,110	^^​	​	(65)	^^​	(0.25)	%
Certificates of deposit		​	28,454		​	450		3.16	%	​	20,254		​	63		0.62	%
Total interest-bearing deposits		​	142,623		​	535		0.75	%	​	156,376		​	46		0.06	%
Federal Home Loan Bank advances and other borrowings^(3)^		​	7,492		​	126		3.36	%	​	2,266		​	53		4.69	%
Total interest-bearing liabilities		​	150,115		​	661		0.88	%	​	158,642		​	99		0.13	%
Noninterest-bearing demand deposits		​	25,080		​	​		​	​	​	21,483		​	​		​	​
Other noninterest-bearing liabilities		​	—		​	​		​	​	​	747		​	​		​	​
Total liabilities		​	175,195		​	​		​	​	​	180,872		​	​		​	​
Total shareholders’ equity		​	29,722		​	​		​	​	​	25,519		​	​		​	​
Total liabilities and shareholders’ equity		$	204,917		​	​		​	​	$	206,391		​	​		​	​
Net interest income		​	​		$	3,612		​	​	​	​		$	3,933		​	​
Net interest rate spread^(4)^		​	​		​			3.88	%	​	​		​			4.30	%
Net interest-earning assets^(5)^		$	29,303		​			​	​	$	23,894		​			​	​
Net interest margin^(6)^		​			​			4.03	%	​			​			4.32	%
Average interest-earning assets to interest-bearing liabilities		​			​			1.20	x	​			​			1.15	x

________________________________________

(1)The following table provides a reconciliation of the impact of swap agreements in the table above with respect to the following items: 57

Table of Contents

​	​	​	​	​	​	​
​	​	For the Six Months Ended March 31,
​	****	2024		****	2023
​	​	​	(Dollars in thousands)
Interest on loans, net of deferred fees		$	3,231		$	3,009
Impact of swap agreements			—			40
Interest on loans, excluding impact of swap agreements		$	3,231		$	2,969
​	​	​	​	​	​	​
Interest on money market and NOW deposit accounts		$	45		$	(65)
Impact of swap agreements			—			(76)
Interest on deposits, excluding impact of swap agreements		​	45		$	11
​	​	​	​	​	​	​
Interest on borrowings		$	126		$	53
Impact of swap agreements			(80)			—
Interest on borrowings, excluding impact of swap agreements		$	206		$	53
(2)	Interest on money market and NOW deposit accounts includes net interest on swap agreements hedged against deposits.
---	---
(3)	Interest on Federal Home Loan Bank advances includes net interest on swap agreements hedged against borrowing.
---	---
(4)	Net interest rate spread represents the difference between the weighted average yield on interest-earning assets and the weighted average rate of interest-bearing liabilities.
---	---
(5)	Net interest-earning assets represent total interest-earning assets less total interest-bearing liabilities.
---	---
(6)	Net interest margin represents net interest income divided by average total interest-earning assets.
---	---

58

Table of Contents Rate/Volume Analysis

The following table presents the effects of changing rates and volumes on our net interest income for the periods indicated. The rate column shows the effects attributable to changes in rate (changes in rate multiplied by prior volume). The volume column shows the effects attributable to changes in volume (changes in volume multiplied by prior rate). The total column represents the sum of the prior columns. For purposes of this table, changes attributable to both rate and volume, which cannot be segregated, have been allocated proportionately based on the changes due to rate and the changes due to volume. There were no out-of-period items or adjustments required to be excluded from the table below.

​	​	​	​	​	​	​	​	​	​	​	​	​
​	****	Three Months Ended March 31, 2024						Six Months Ended March 31, 2024
​	​	Compared to					​	Compared to
​	​	Three Months Ended March 31, 2023					​	Six Months Ended March 31, 2023
​	​	Increase (Decrease) Due to			​	Total Increase	​	Increase (Decrease) Due to			​	Total Increase
​	****	Volume	****	Rate	****	(Decrease)	****	Volume	****	Rate	****	(Decrease)
​	​	(In thousands)					​	(In thousands)
Interest-earning assets:	​		​		​	​	​		​	​	​
Loans	​	3	​	127	​	130	​	4	​	218	​	222
Securities		(13)		24	​	11	​	(37)		69	​	32
Other short term investments		(18)		4	​	(14)	​	(27)		14	​	(13)
Total interest-earning assets		(28)		155	​	127	​	(60)		301	​	241
​	​	​	​	​	​	​	​	​	​	​	​	​
Interest-bearing liabilities:		​		​	​	​	​	​		​	​	​
Regular savings and club deposits		(4)		—	​	(4)	​	(8)		—	​	(8)
Money market and NOW deposits		3		59	​	62	​	5		105	​	110
Certificates of deposit		26		186	​	212	​	35		352	​	387
Total deposits		25		245	​	270	​	32		457	​	489
Federal Home Loan Bank advances and other borrowings		2		(4)	​	(2)	​	6		67	​	73
Total interest-bearing liabilities		27		241	​	268	​	38		524	​	562
​	​	​	​	​	​	—	​	​	​	​	​	—
Change in net interest income		(55)		(86)	​	(141)	​	(98)		(223)	​	(321)

​

​

Liquidity and Capital Resources

Liquidity describes our ability to meet the financial obligations that arise in the ordinary course of business. Liquidity is primarily needed to meet the borrowing and deposit withdrawal requirements of our customers and to fund current and planned expenditures. Our primary sources of funds are deposits, principal and interest payments on loans and securities, proceeds from the sale of loans and proceeds from sales and maturities of securities. We also rely on borrowings from the Federal Home Loan Bank as supplemental sources of funds. At March 31, 2024, there were $5.0 million in outstanding advances from the Federal Home Loan Bank, and we had the ability to borrow $57.1 million. Additionally, at March 31, 2024, we had a line of credit with the Federal Reserve Discount Window totaling $5.0 million and a second line of credit with Atlantic Community Banker’s Bank totaling $4.0 million. At March 31, 2024, there were no outstanding balances under any of these additional credit facilities.

While maturities and scheduled amortization of loans and securities are predictable sources of funds, deposit flows and loan prepayments are greatly influenced by general interest rates, economic conditions and competition. Our most liquid assets are cash and cash equivalents and available-for-sale investment securities. The levels of these assets are dependent on our operating, financing, lending and investing activities during any given period. 59

Table of Contents Our cash flows are comprised of three primary classifications: cash flows from operating activities; investing activities and financing activities. Net cash (used in) provided by operating activities was $(3.6) million and $0.6 million for the six months ended March 31, 2024 and 2023, respectively. Net cash provided by investing activities, which consists primarily of disbursements for loan originations and purchases and the purchase of securities available-for-sale, offset by principal collections on loans, proceeds from sales, maturities and principal payments received on securities available-for-sale, was $3.2 million and $2.0 million for the six months ended March 31, 2024 and 2023. Net cash provided by (used in) financing activities, consisting primarily of activity in deposit accounts and Federal Home Loan Bank advances, was $30,000 for the six months ended March 31, 2024 and was $(9.3) million for the six months ended March 31, 2023.

We are committed to maintaining a strong liquidity position. We monitor our liquidity position on a daily basis. We anticipate that we will have sufficient funds to meet our current funding commitments. We have no material commitments for capital expenditures as of March 31, 2024. **** Our current strategy is to increase core deposits and utilize FHLB advances and brokered deposits to fund loan growth. We did not have any brokered deposits as of March 31, 2024 or September 30, 2023.

Bancorp is a separate legal entity from the Bank and must provide for its own liquidity to pay its operating expenses and other financial obligations and to fund repurchases of shares of common stock. Bancorp’s primary source of income is dividends received from the Bank. The amount of dividends that the Bank may declare and pay to Bancorp is governed by applicable bank regulations. At March 31, 2024 and September 30, 2023, Bancorp (on an unconsolidated basis) had liquid assets of $2.6 million and $4.6 million, respectively.

At March 31, 2024 and September 30, 2023, the Bank exceeded all of its regulatory capital requirements. Management is not aware of any conditions or events that would change the Bank’s categorization as well-capitalized.

ITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest rate risk is defined as the exposure to current and future earnings and capital that arises from adverse movements in interest rates. Depending on a bank’s asset/liability structure, adverse movements in interest rates could be either rising or falling interest rates. For example, a bank with predominantly long-term fixed-rate assets and short-term liabilities could have an adverse earnings exposure to a rising rate environment. Conversely, a short-term or variable-rate asset base funded by longer-term liabilities could be negatively affected by falling rates. This is referred to as re-pricing or maturity mismatch risk.

Interest rate risk also arises from changes in the slope of the yield curve (yield curve risk), from imperfect correlations in the adjustment of rates earned and paid on different instruments with otherwise similar re-pricing characteristics (basis risk), and from interest rate related options embedded in our assets and liabilities (option risk).

Our objective is to manage our interest rate risk by determining whether a given movement in interest rates affects our net interest income and the market value of our portfolio equity in a positive or negative way and to execute strategies to maintain interest rate risk within established limits. The results at March 31, 2024 indicate the level of risk within the parameters of our model. Our management believes that the March 31, 2024 results indicate a profile that reflects interest rate risk exposures in both rising and declining rate environments for both net interest income and economic value.

Economic value of equity, or “EVE,” is an economic concept that gauges the impact of interest rate changes on fair market values of assets, liabilities, and equity. EVE captures the change in economic value of Gouverneur Savings and Loan Association even though that change may not be reflected in our accounting books and records. EVE shows management the “capital at risk” of Gouverneur Savings and Loan Association based on the underlying values of all components of the balance sheet. As a measure of interest rate risk, it is separate and distinct from earnings at risk. EVE is a measure of long-term interest rate risk, and earnings at risk is a measure of short-term interest rate risk. 60

Table of Contents The table below sets forth, as of March 31, 2024, the calculation of the estimated changes in our net interest income that would result from the designated immediate changes in the United States Treasury yield curve.

​	​	​	​	​
At March 31, 2024
Change in Interest Rates		Net Interest Income	****	Year 1 Change
(basis points)^(1)^	​	Year 1 Forecast	​	from Level
​	​	(Dollars in thousands)	​	​
+400	​	6,904		(353)
+300	​	6,975	​	(282)
+200	​	7,065		(192)
+100	​	7,154		(103)
Level	​	7,257		—
-100	​	7,240		(17)
-200	​	7,096		(161)
-300	​	6,860	​	(397)
-400	​	6,657	​	(600)
(1)	Assumes an immediate uniform change in interest rates at all maturities.
---	---

The tables below set forth, as of March 31, 2024, the calculation of the estimated changes in our EVE that would result from the designated immediate changes in the United States Treasury yield curve.

​	​	​	​	​	​	​	​	​	​	​	​
At March 31, 2024
Change in Interest	​	Estimated	​	Estimated Increase (Decrease) in			​	EVE as a Percentage of Present			****
Rates (basis points)^(1)^	****	EVE^(2)^	****	EVE				Value of Assets^(3)^			​
​	​	​	​	​	​	​	​	​	​	Increase
​		​		​		​	​	EVE	​	(Decrease)
​	​	​	​	Amount	​	Percent	​	Ratio^(4)^		(basic points)	​
​	​	​	​	(Dollars in thousands)			​	​	​	​
+400	​	41,048	​	(15,845)	​	(27.85)	%	26.23	%	(4.08)	%
+300	​	44,959	​	(11,934)	​	(20.98)	%	27.48	%	(2.83)	%
+200	​	48,136	​	(8,757)	​	(15.39)	%	28.25	%	(2.06)	%
+100		51,480		(5,413)		(9.51)	%	28.96	%	(1.35)	%
—		56,893		—		—	​	30.31	%	—	​
-100		61,434		4,541		7.98	%	31.03	%	0.72	%
-200		62,155		5,262		9.25	%	30.23	%	(0.08)	%
-300		60,258		3,365		5.91	%	28.50	%	(1.81)	%
-400		57,476		583		1.02	%	26.43	%	(3.88)	%
(1)	Assumes an immediate uniform change in interest rates at all maturities.
---	---
(2)	EVE is the discounted present value of expected cash flows from assets, liabilities and off-balance sheet contracts.
---	---
(3)	Present value of assets represents the discounted present value of incoming cash flows on interest-earning assets.
---	---
(4)	EVE ratio represents EVE divided by the present value of assets.
---	---

​

ITEM 4.CONTROLS AND PROCEDURES

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) as of the end of the period covered by this report. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective to ensure (1) that information required to be disclosed in the reports that the Company files or submits under the Securities Exchange Act of 1934, is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms; 61

Table of Contents and (2) that they are alerted in a timely manner about material information relating to the Company required to be filed in its periodic Securities and Exchange Commission filings.

During the quarter ended March 31, 2024, there were no changes in the Company’s internal controls over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal controls over financial reporting.

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Table of Contents PART II – OTHER INFORMATION

ITEM 1.LEGAL PROCEEDINGS

The Company is involved in various legal actions and claims, from time to time, arising in the normal course of business. In the opinion of management, these legal actions and claims are not expected to have a material adverse impact on the Company’s financial condition.

ITEM 1A.RISK FACTORS

For information regarding the Company’s risk factors, refer to the “Risk Factors” in Item 1A of the Company’s Annual Report on Form 10-K for the year ended September 30, 2023, filed with the Securities and Exchange Commission on December 26, 2023. As of March 31, 2024, the risk factors of the Company have not changed materially from those disclosed in the Form 10-K.

ITEM 2.UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Not applicable.

ITEM 3.DEFAULTS UPON SENIOR SECURITIES

Not applicable.

ITEM 4.MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5.OTHER INFORMATION

During the fiscal quarter ended March 31, 2024, none of our directors or officers informed us of the adoption of or termination of a “Rule 10b5-1 trading agreement” or non-Rule 10b5-1 trading agreement, as those terms are defined in Item 408 of Regulation S-K.

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Table of Contents

ITEM 6.EXHIBITS

​	​	​
Exhibit No.		Description
​	​	​
3.1	​	Articles of Incorporation of Gouverneur Bancorp, Inc. (Incorporated by reference to Exhibit 3.1 to Gouverneur Bancorp, Inc.’s Registration Statement on Form S-1 (Registration No. 333-272548)
​	​	​
3.2	​	Bylaws of Gouverneur Bancorp, Inc. (Incorporated by reference to Exhibit 3.2 to Gouverneur Bancorp, Inc.’s Registration Statement on Form S-1 (Registration No. 333-272548)
​	​	​
10.1	​	Change in Control Agreement by and between Gouverneur Bancorp, Inc. and Robert W. Barlow+
​	​	​
31.1	​	Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer of Gouverneur Bancorp, Inc.
​	​	​
31.2	​	Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer of Gouverneur Bancorp, Inc.
​	​	​
32.0	​	Certification of Chief Executive Officer and Chief Financial Officer of Gouverneur Bancorp, Inc. Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
​	​	​
101.0	​	The following materials from the Company’s Quarterly Report to Stockholders on Form 10-Q for the quarter ended March 31, 2024, inline formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Financial Condition, (ii) the Consolidated Statements of Income, (iii) the Consolidated Statements of Comprehensive Income, (iv) the Consolidated Statements of Changes in Stockholder’s Equity, (v) the Consolidated Statements of Cash Flows and (vi) the Notes to Consolidated Financial Statements.
​	​	​
104.0	​	Cover Page Interactive Data File (embedded within the Inline XBRL document and included in Exhibit 101)
​	​	​

• Management contract or compensatory plan, contract or arrangement.

​

​

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Table of Contents

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.

​	​	​	​	​
​				GOUVERN BANCORP, INC.
​			​	​
​			​	​
Date:	May 10, 2024	​	​	By:
​			​	​
​			​	​
​			​	​
​			​	​
​			​	​
Date:	May 10, 2024	​	​	By:
​			​	​
​			​	​
​			​	​

All values are in Euros.

​

​

​

​ 65

Exhibit 10.1

​

CHANGE IN CONTROL AGREEMENT

​

This Change in Control Agreement (this "Agreement") is made effective as of April 1, 2024 (the "Effective Date") by and between Gouverneur Bancorp, Inc. (the "Holding Company") and Robert Barlow (the "Executive"). The Holding Company referred to herein as the "Employer".

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Background

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A.   To encourage the Executive's dedication to the Executive's assigned duties in the face of potential distractions arising from the prospect of the Change in Control (as defined herein), the Employer wishes to provide benefits to the Executive in the event the Executive's employment is terminated involuntarily without cause (as defined herein) or voluntarily for good reason (as defined herein) concurrent with or within twenty-four (24) months after a Change in Control.

​

B.    The Executive is employed in a position of trust and confidence, and the Executive has become acquainted with the business of the Employer, its officers and employees, its strategic and operating plans, its business practices, processes, and relationships, the needs and expectations of its customers and prospective customers, and its trade secrets and other property, including Confidential Information (as such capitalized te1ms are defined herein).

​

NOW, THEREFORE, in consideration of the promises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement agree as follows:

​

1. Term. The initial term of this Agreement shall begin on the Effective Date and continue for one (1) year [twelve (12) months]. Beginning on the first anniversary of the Effective Date, and on each anniversary of the Effective Date thereafter (each, an "Anniversary Date"), the term of this Agreement shall be extended by twelve (12) months unless, at least sixty (60) days prior to the Anniversary Date, either the Executive or the Holding Company provides written notice of non-renewal to the other party, in which case this Agreement shall terminate twelve (12) months following such Anniversary Date. Notwithstanding the preceding provisions of this Section 1, if the Holding Company  has entered  into an Agreement  to effect a transaction  which would be considered a Change in Control as defined herein (a "Transaction Agreement"), then this Control is consummated, the term of the Agreement shall be extended to the date that is twenty-four (24) months  following  the  date of  consummation  of  the  Change  in  Control,  at  which  point  the Agreement shall be extended to the First Anniversary Date that is more than twelve (12) months following the date on which the Transaction Agreement is terminated and the renewal provisions of this Section 1  shall apply as if the Holding Company had not entered into the Transaction Agreement. The initial term of this Agreement and all renewals thereafter shall be referred to as the "Term".  This Agreement shall apply only to the first Change of Control that occurs during the Term; any subsequent Change in Control shall not be recognized under this Agreement.

​

​ 1

​

2. Certain Definitions. For purposes of this Agreement: (a) "Accrued Rights" means:

(i)    Any earned but unpaid base salary through the Termination Date, payable in accordance with the Employer's standard payroll practices for the payment of base salary to executives; and

​

(ii)   Any benefits payable to the Executive under any of the Holding Company's incentive compensation or employee benefit plans or programs, payable in accordance with the provisions of those plans or programs.

​

(b) "Cause" means the occurrence of any of the following:

​

(i)     The Executive's personal dishonesty, act or failure to act constituting willful misconduct or gross negligence, that is materially injurious to the Holding Company or their reputation, breach of fiduciary duty involving personal profit, or willful violation of any law, rule, regulation (other than traffic violations or similar offenses), or final cease and desist order;

​

(ii)       The Executive's material failure to perform the duties of the Executive's employment with the Holding Company (except in the case of a termination of the Executive's employment for Good Reason or on account of the Executive's physical or mental inability to perform such duties) and the failure to correct such failure within thirty (30) days after receiving written notice from the Holding Company specifying such failure in detail;

​

(iii)     The Executive's willful failure to comply with any valid and legal written directive of the CEO and the failure to correct such failure within thirty (30) days after receiving written notice from the Holding Company specifying such failure in detail;

​

(iv)      The Executive's willful and material violation of the Holding Company's code of ethics or conduct policies which results in material harm to the Holding Company;

​

(v)       The Executive's failure to follow the policies and standards of the Holding Company or any affiliate of the Holding Company as the same shall exist from time to time, provided that the Executive shall have received written notice from the Holding Company of such failure and such failure shall have continued or recurred for ten (10) days following the date of such notice;

​

(vi)      The written requirement or direction of a federal or state regulatory agency having jurisdiction over the Holding Company or any other affiliate of the Holding Company that the Executive's employment with the Holding Company or Bank be terminated;

​

​ 2

​

(vii)    The Executive's conviction of or plea to (i) a felony or (ii) a lesser criminal offense involving dishonesty, breach of trust, or moral turpitude; or (iii) the Executive's intentional breach of a term, condition, or covenant of this Agreement that results in material harm to the Holding Company or the Bank and the failure to correct such violation within thirty (30) days after receipt of written notice from the Holding Company specifying such breach in detail.

​

For purposes of this definition, no act or failure to act shall be considered "willful" if the Executive acted or failed to act either (i) in good faith or (ii) with a reasonable belief that the Executive's act or failure to act was not opposed to the Holding Company's and Bank's best interests.

​

(c) "Change in Control" means the occurrence of one of the following events:

​

(i)        If any person or group, as those terms are used in the Securities Exchange Act of 1934, as amended ("Person" and "Exchange Act", respectively), other than any employee benefit plan of the Employer or a trustee or other administrator or fiduciary holding securities under an employee benefit plan of the Employer ("Exempt Person"), is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Holding Company representing greater than 50% of the combined voting power of the Holding Company's then-outstanding securities, whether or not the Board of Directors of the Holding Company ("Board") shall have first given its approval to such acquisition; or

​

(ii)      If any Person, other than an Exempt Person, is or becomes the "beneficial owner" (as defined in Rule 12d-3 under the Exchange Act), directly or indirectly, of securities of the Holding Company representing at least 25% but not more than 50% (the "CIC Percentage") of the combined voting power of the Holding Company's then-outstanding securities; provided, however, that if such Person first obtains the approval of the Board to acquire the CIC Percentage, then no Change in Control shall be deemed to have occurred unless and until such Person obtains a CIC Percentage ownership of the combined voting power of the Holding Company's then­ outstanding securities without having first obtained the approval of the Board; or

​

(iii)    During any period of two consecutive years, individuals who at the beginning of such period constitute the Board (the "Incumbent Directors") cease for any reason to constitute a majority of the Board; provided, however, that any new directors whose election, nomination for election by the Holding Company's shareholders or appointment was approved by a vote of at least one-half of the directors then still in office who either were directors at the beginning of the period or whose election, nomination or

​

​ 3

​

appointment was previously so approved shall be considered Incumbent Directors; and further provided, however, that no individual shall be considered an Incumbent Director if such individual's election, nomination or appointment to the Board was in connection with an actual or threatened "election contest" (as described in Rule 14a-12(c) under the Exchange Act) with respect to the election or removal of directors (an "Election Contest") or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board (a "Proxy Contest") including by reason of any agreement intended to avoid or settle any such Election Contest or Proxy Contest; or

​

(iv)      The consummation of a merger or consolidation of the Holding Company with any other corporation; provided, however, a Change in Control shall not be deemed to have occurred; (i) if such merger or consolidation would result in all or a portion of the voting securities of the Holding Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) either directly or indirectly more than 50% of the combined voting power of the securities of the Holding Company or such surviving entity outstanding immediately after such merger or consolidation in substantially the same proportion as their ownership immediately prior to the merger or consolidation, or (ii) if the corporate existence of the Holding Company is not affected and following the merger or consolidation, the directors of the Holding Company prior to such merger or consolidation constitute at least a majority of the Board of the Holding Company or the entity that directly or indirectly controls the Holding Company after such merger or consolidation; or

​

(v)	The sale or disposition by the Holding Company of all or substantially all the Holding Company's assets, other than a sale to an Exempt Person; provided, however, that in no event shall a reorganization of the Holding Company or the Bank solely, within its corporate structure constitute a Change in Control.

​

(d) "Change in Control Date" means the effective date of a Change in Control.

​

(e)  The Executive will incur a "Disability" on the date on which the insurer or administrator of the Bank's program of long-term disability insurance determines that the Executive is eligible to commence benefits under such insurance.

​

(f)   "Good Reason" means the occurrence of any of the following without the express written consent of the Executive:

​

(i) A material reduction in the Executive's base salary;

(ii)	A material change in the primary location at which the Executive is required to perform the duties of the Executive's employment with the Employer (for

​

​ 4

​

this purpose, a change in such location that results in an increase in the Executive's one-way commute by twenty-five (25) or more miles (or such longer distance as is necessary to be considered a material change for purposes of Section 409Aofthe Internal Revenue Code of 1986, as amended (the "Code"), and the guidance thereunder) shall be deemed to be a material change);

​

(iii)  A material diminution in the Executive’s authorities, duties or responsibilities; or

​

(iv)       A material breach by the Holding Company or the Bank of this Agreement, unless arising from the Executive's inability to materially perform the Executive's duties contemplated hereunder.

​

If an event of Good Reason occurs, the Executive may, at any time within the ninety (90) day period following the initial occurrence of such event, provide the Board of Directors of the Bank with a written notice of termination specifying the event of Good Reason and notifying the Bank of the Executive's intention to terminate the Executive's employment with the Employer upon the Employer's failure to correct the event of Good Reason within thirty (30) days following receipt of the Executive's notice of termination. If the Employer fails to correct the event of Good Reason and provide the Executive with notice of such correction within such thirty (30) day period, the Executive's employment with the Holding Company and the Bank and this Agreement shall terminate as of the end of such period.

​

(g)	"Termination Date" means the effective date of the Executive's termination of employment with the Employer.

​

3. Change of Control Severance Benefit.  If during the Term and concurrent with or within twenty-four (24) months after the Change of Control Date, either (A) the Employer terminates the Executive's employment without Cause (which shall not include a termination that occurs by reason of the Executive's death or following the Executive's Disability), or (B) the Executive terminates the Executive's employment with the Employer for Good Reason, then subject to Section 4:

​

(a) The Executive shall be entitled to the Accrued Rights.

​

(b)  Within thirty (30) days following the Termination Date, the Holding Company shall pay to the Executive a single lump sum cash payment in an amount equal to two and one-half (2 1/2) times the sum of (i) the Executive's annual base salary at the greater of the Executive's base salary in effect on the Change in Control Date or the Termination Date, and (ii) the highest annual cash bonus paid to the Executive during the two-year period prior to the year in which the Termination Date occurs.

​

​ 5

​

(c) Within thirty (30) days following the Termination Date, the Bank shall pay to the Executive a single lump sum cash payment equal to twenty-four (24) times the Bank's monthly COBRA charge in effect on the Termination Date for the type of Bank­ provided group health plan coverage in effect for the Executive (e.g., family coverage) on the Termination Date.

​

(d)  If,  under  the  Bank's  annual  cash  bonus  program,  the  Executive  would  forfeit Executive's  right to earn an annual cash bonus for the fiscal year of the Bank in which the Termination date occurs, the Bank will pay the Executive a single lump sum cash payment equal to the product of (i) the annual cash bonus, if any, that the Executive would  have  earned  for  such  fiscal  year  after  taking  into  account  the  degree  of achievement of the applicable performance goals for such fiscal year, and (ii) a fraction, the numerator of which is the number of days the Executive was employed by the Bank during such fiscal year (rounded up to the next highest number of days in the case of a partial day of employment) and the denominator of which is the number of days in such fiscal year (the "Pro-Rata Bonus"). The Bank will pay the Pro-Rata Bonus to the Executive on the date on which the annual cash bonus would have been paid to the Executive but for the Executive’s termination of employment.

​

(e) The treatment of any outstanding awards under an equity compensation plan maintained by the Holding Company shall be determined in accordance with the terms of the applicable equity compensation plan and the applicable award agreements evidence such awards.

​

The Executive's employment with the Employer shall not be deemed to have been terminated for Cause unless and until the Holding Company delivers to the Executive a written notice that indicates the specific provision in the definition of "Cause" relied upon for such termination and sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination for the Executive’s employment under the provision so indicated.

​

(f)  If an event of Good Reason occurs, the Executive may initiate the termination of the Executive's employment with the Employer on account of such Good Reason event only by, at any time within the ninety (90) day period following the initial occurrence of such event, providing to the Board of Directors of the Bank a written notice of termination specifying the event of Good Reason and notifying the Bank of the Executive's intention to  terminate  the  Executive's  employment  with  the  Employer  upon  the  Employer's failure to correct the event of Good Reason within thirty (30) days following receipt of the Executive's  notice of termination. If the Employer fails to correct the event of Good Reason and provide the Executive with notice of such correction within such thirty (30) day period, the Executive’s employment shall terminate as of the end of such period.

​

4. Limitations on Benefits under Certain Circumstances.   Notwithstanding any contrary provisions in any plan, program or policy of the Employer, if all or any portion of the compensation or benefits payable under this Agreement, either alone or together with other payments and benefits that the Executive receives or is entitled to receive from the Employer, would constitute a

​

​ 6

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"parachute payment" within the meaning of Code Section 280G, the Bank shall reduce the Executive's payments and benefits payable under this Agreement to the extent necessary so that no portion thereof, after the application of all reasonable exceptions permitted under the Code, shall be subject to the excise tax imposed by Code Section 4999 (the "Excise Tax"), but only if, by reason of such reduction, the net after-tax benefit to the Executive shall exceed the net after-tax benefit if such reduction were not made. "Net-after-tax benefit" for these purposes shall mean the sum of (i) the total amount payable to the Executive under this Agreement, plus (ii) all other payments and  benefits which the Executive receives or is then entitled to receive from the Employer that, alone or in combination with the payments and benefits payable under this Agreement, would constitute a "parachute payment" within the meaning of Code Section 280G, less (iii) the amount of federal income taxes payable with respect to the foregoing calculated at the maximum marginal income tax rate for each year in which the foregoing shall be paid to the Executive (based upon the rate in effect for such year as set forth in the Code at the time of the payment under this Agreement), less (iv) the amount of excise taxes imposed with respect to the payments and benefits described in (i) and (ii) above by Code Section 280G. All determinations required to be made under this Section 4 shall be made by an independent accounting firm, law firm or compensation consultant selected by the Bank ("Advisor"). The parties will provide the Advisor access to the copies of any books, records, and documents in their respective possession as reasonably requested by the Advisor, and otherwise cooperate with the Advisor in connection with the preparation and issuance of the determinations and calculations contemplated by this Section 4. The Advisor shall be required, in part, to evaluate the extent to which payments are exempt from Code Section 280G as reasonable compensation for services rendered before or after the Change in Control. In making the calculations required by this Section 4, the Advisor may rely on reasonable, good faith interpretations concerning the application of Code Sections 280G and 4999. The Bank will direct the Advisor to submit any determination it makes under this Section 4 and detailed supporting calculations to both the Executive and the Bank as soon as reasonably practicable prior to or following the Change of Control Date. All fees and expenses incurred in connection with the calculation required under this Section 4 shall be borne solely by the Bank. If the Advisor determines that reductions are required under this Section 4, the Payments shall be reduced in the order that would provide the Executive with the largest amount of after-tax proceeds (with such order, to the extent permitted by Code Sections 280G and 409A designated by the Executive, or otherwise determined by the Advisor) to the extent necessary so that no portion thereof shall be subject to the Excise Tax. As a result of the uncertainty in the application of Code Section 280G at the time that the Advisor makes its determinations under this Section 4, it is possible that amounts will have been paid or distributed to the Executive that should not have been paid or distributed (collectively, the "Overpayments"), or that additional amounts should be paid or distributed to the Participant (collectively, the "Underpayments"). If the Advisor determines, based on either the assertion of a deficiency by the Internal Revenue Service against the Bank or the Executive, which assertion the Advisor believes has a high probability of success or is otherwise based on controlling precedent or substantial authority, that an Overpayment had been made, the Executive must repay the Overpayment to the Bank, without interest; provided, however, that no loan will be deemed to have been made and no amount will be payable by the Executive to the Bank unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which the Executive is subject to tax under Code Section 4999 or generate a refund of tax imposed under Code Section 4999. If the Advisor determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the Advisor will notify the

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​ 7

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Executive and the Holding Company of that determination, and the Holding Company will promptly pay the amount of that Underpayment to the Executive without interest.

​

5. Withholding and Taxes.  The Executive shall have to withhold from any payment made under this Agreement (i) any taxes that the Employer reasonably determines are required to be withheld under federal, state, or local tax laws or regulations, and (ii) any other amounts that the Employer is authorized to withhold. Except for employment taxes that are the obligation of the Employer, the Executive shall pay all federal, state, local, and other taxes (including, without limitation, interest, fines, and penalties) imposed on him under applicable law by virtue of or relating to the payments and/or benefits contemplated by this Agreement.

​

6. Use and Disclosure of Confidential Information.

​

(a)  The  Executive  acknowledges   and  agrees  that  (i)  by  virtue  of  the  Executive's employment  with the Employer, the Executive will be given access to, and will help analyze, formulate or otherwise use, Confidential Information, (ii) the Employer has devoted (and will devote) substantial time, money, and effort to develop Confidential Information and maintain the proprietary and confidential nature thereof, and (iii) Confidential Information is proprietary and confidential and, if any Confidential Information were disclosed or became known by persons engaging in a business in any way competitive with the business of the Employer, such disclosure would result in hardship,  loss, irreparable  injury, and damage to the Employer, the measurement  of which would be difficult, if not impossible, to determine. Accordingly, the Executive agrees that (i) the preservation and protection of Confidential Information is an essential part of the Executive's duties of employment and that, as a result of the Executive’s employment with the Employer, the Executive has a duty of fidelity, loyalty, and trust to the Employer and the Bank in safeguarding Confidential Information. The Executive further agrees that the Executive will use the Executive's best efforts, exercise utmost diligence, and take all reasonable steps to protect and safeguard Confidential Information, whether such information derives from the Executive, other employees of the Holding Company, Bank, Customers, Prospective Customers, or vendors or suppliers of the Holding Company or the Bank, and that the Executive will not, directly or indirectly, use, disclose, distribute, or disseminate to any other person or entity or otherwise employ Confidential Information, either for the Executive's own benefit or for the benefit of another, except as required in the ordinary course of the Executive's employment by the Employer. The Executive shall follow all Holding Company and Bank policies and procedures to protect all Confidential Information and shall take all reasonable precautions necessary under the circumstances to preserve and protect against the prohibited use or disclosure of any Confidential Information.

​

(b) For purposes of this Agreement, "Confidential Information" means the following:

​

(i) Materials, records, documents, data, statistics, studies, plans, writings, and information (whether in handwritten, printed, digital, or electronic form) relating to the business of the Employer that are not generally known or available to the

​

​ 8

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Employer's business, trade, or industry or to individuals who work therein other than through a breach of the Agreement, or;

​

(ii) Trade secrets of the Holding Company or the Bank.

​

Confidential Information also includes, but is not limited to: (1) information about Holding Company or Bank employees; (2) information about the Holding Company's or the Bank's compensation policies, structure, and implementation; (3) hardware, software, and computer programs and technology used by the Holding Company or the Bank; (4) Customer and Prospective Customer identities, lists, and databases, including private information related to customer history, loan activity, account balances, and financial information; (5) strategic, operating, and marketing plans; (6) lists and databases and other information related to the Holding Company's or the Bank's vendors; (7) policies, procedures, practices, and plans related to pricing of products and services; and (8) information related to the Holding Company's or the Bank's acquisition and divestiture strategy. Information or documents that are generally available or accessible to the public shall be deemed Confidential Information, if the information is retrieved, gathered, assembled, or maintained by the Holding Company or the Bank in a manner not available to the public or for a purpose beneficial to the Holding Company or the Bank.

​

(c)   For purposes of this Agreement, "Customer" means a person or entity with whom the Executive had direct contact on behalf of the Holding Company or the Bank at any time during the period of the Executive's employment with the Holding Company and the Bank.

​

(d) For purposes of this Agreement, "Prospective Customer" means a person or entity who was the direct target of sales or marketing activity by the Executive or whom the Executive knew was a target of the Holding Company or the Bank's sales or marketing activities during the one-year period preceding the termination of the Executive's employment with the Employer.

​

(e) The confidentiality obligations contained in this Agreement shall continue as long as Confidential Information remains confidential (except that the obligations shall continue, if Confidential Information loses its confidential nature through improper use or disclosure is known to the Executive) and shall survive the termination of this Agreement and/or termination of the Executive's employment with the Employer.

​

(f) Pursuant to the Defend Trade Secrets Act of 2016, Executive understands that:

​

(i) Executive may not be held criminally or civilly liable under any federal or state trade secret that is made in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney and solely for the purpose of reporting or investigating a suspected violation of law; or is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding; and

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​ 9

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(ii) If Executive files a lawsuit for retaliation by Employer for reporting a suspected violation of law, Executive may disclose the Employer's trade secrets to Executive's attorney and use the trade secret information in the court proceeding if Executive files each document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order.

​

7. Nondisparagement.      The Executive agrees not to make any oral or written statement or take any other action that disparages or criticizes the Employer or their management or practices, that damages the good reputation of the Employer, or that impairs the normal operations of the Employer. The Executive understands that this non-disparagement provision does not apply on occasions when the Executive is subpoenaed or ordered by a court or other governmental authority to testify or give evidence and must, of course, respond truthfully, to conduct otherwise protected by the Sarbanes-Oxley Act, or to conduct or testimony in the context of enforcing the terms of this Agreement or other rights, powers, privileges, or claims. The Executive also understands that the foregoing non-disparagement provision does not apply on occasions when the Executive provides truthful information in good faith to any federal, state, or local governmental body, agency, or official investigating an alleged violation of any antidiscrimination or other employment-related law or otherwise gathering information or evidence pursuant to any official investigation, hearing, trial, or proceeding.   Nothing in this non-disparagement provision is intended in any way to intimidate, coerce, deter, persuade, or compensate the Executive with respect to providing, withholding, or restricting any communication whatsoever to the extent prohibited under 18 U.S.C. §§ 201, 1503 or 1512 or under any similar or related provision of state or federal law. In addition, nothing in this provision is intended to require the Executive to provide notice to the Holding Company or Bank or their attorneys before reporting any possible violations under federal law or regulation to any governmental agency or entity ("Whistleblower Disclosures"), and the Executive is not required to notify the Holding Company or the Bank or their attorneys that the Executive has made any such Whistleblower Disclosures.  The Holding Company and the Bank agree not to make any oral or written statement or take any other action that disparages or criticizes the Executive or the Executive’s good reputation both during the period of employment of the Executive with the Employer and at any time thereafter.

​

8. Ownership of Documents and Return of Materials At Termination of Employment.

​

(a) Any and all documents, records, and copies thereof, including but not limited to hard copies stored digitally or electronically, pertaining to or including Confidential Information (collectively "Bank Documents”) that are made or received by the Executive during the Executive’s employment with the Employer shall be deemed to be property of the Employer. The Executive shall use Bank Documents and information contained therein only in the course of the Executive's employment with the Employer and for no other purpose. The Executive shall not use or disclose Bank Documents to anyone except as authorized in the course of the Executive's employment and in furtherance of the business of the Employer.

​

(b) Upon termination of employment, the Executive shall deliver to the Bank, as soon as practicably possible (with or without request), all Holding Company and Bank

​

​ 10

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Documents and all other Employer property in the Executive's possession or under the

Executive's custody or control.

​

9. Remedies.     The Executive agrees that the Holding Company and the Bank will suffer irreparable damage and injury and will not have an adequate remedy at law if the Executive breaches any provision of the restrictions contained in Sections 6, 7, and 8 (the "Restrictive Covenants"). Accordingly, if the Executive breaches or threatens or attempts to breach the Restrictive Covenants, in addition to all other available remedies, the Holding Company and the Bank shall be entitled to seek injunctive relief, and no or minimal bond or other security shall be required in connection therewith. The Executive acknowledges and agrees that in the event of tern1ination of this Agreement for any reason whatsoever, the Executive can obtain employment not competitive with the business of the Bank or the Holding Company (or, if competitive, outside of the geographic and customer-specific scope described herein) and that the issuance of an injunction to enforce the provisions of the Restrictive Covenants shall not prevent the Executive from earning a livelihood. The Restrictive Covenants are essential terms and conditions to the Employer entering into this Agreement, and between the Executive and the Employer. The existence of any claim or cause of action that the Executive has against the Employer, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Employer of the Restrictive Covenants.

​

10. Cooperation.     The parties agree that certain matters in which the Executive will be involved during the Term may necessitate the Executive's cooperation in the future. Accordingly, following the termination of the Executive's employment with the Employer for any reason, to the extent reasonably requested by the Employer and subject to the Executive's professional commitments, the Executive shall cooperate with the Employer in connection with matters arising out of the Executive’s service to the Employer. The Bank shall reimburse the Executive for reasonable expenses incurred or compensation not received by the Executive due to such cooperation.

​

11. Reimbursement of Certain Costs.  If the Holding Company or the Bank brings a cause of action to enforce the Restrictive Covenants or to recover damages caused by the Executive's breach of the Restrictive Covenants, the substantially prevailing party in such action shall be entitled to reasonable costs and expenses.

​

12. Required Provision.    In the event any of the provisions of this Section 12 are in conflict with the other terms of this Agreement, this Section 12 shall prevail. Any payments made to the Executive pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with 12 U.S.C. §1828(k) and FDIC regulation 12 C.F.R. Part 359, Golden Parachute and Indemnification Payments.

​

13. Section 409A.

​

(a) It is intended that this Agreement comply with the requirements of Code Section 409A and all guidance issued thereunder by the U.S. Internal Revenue Service with respect to any nonqualified deferred compensation subject to Section 409A.  This Agreement shall be interpreted and administered to maximize the exemptions from Section 409A

​

​ 11

​

and, to the extent this Agreement provides for deferred compensation subject to Section 409A, to comply with Section 409A and to avoid the imposition of tax, interest and/or penalties upon Executive under Section 409A.  The Employer does not, however, assume any economic burdens associated with Section 409A.  Although the Employer intends to administer this Agreement to prevent taxation under Section 409A, it does not represent or warrant that this Agreement complies with any provision of federal, state, or local law. The Holding Company, the Bank, other affiliates of the Bank, and their respective directors, officers, employees and advisers will not be liable to the Executive (or any other individual claiming a benefit through the Executive) for any tax, interest, or penalties the Executive may owe as a result of this Agreement.  Neither the Holding Company, the Bank, nor any other affiliate of the Holding Company has any obligation to indemnify or otherwise protect the Executive from any obligation to pay taxes under Section 409A.

​

(b) The right to a series of payments under this Agreement will be treated as a right to a series of separate payments. Each payment under this Agreement that is made within 2 ½ months following the end of the year that contains the Termination Date is intended to be exempt from Section 409A as a short-term deferral within the meaning of the final regulations under Section 409A. Any payment under this Agreement that is made later than 2 ½ months following the end of the year that contains the Termination Date is intended to be exempt from Section 409A under the two-times exception of Treasury Reg. §1.409A-l(b)(9)(iii), up to the limitation on the availability of that exception specified in the regulations. Each payment that is made after the two-times exception ceases to be available shall be subject to delay, as necessary.

​

14. Miscellaneous Provisions.

​

(a)  Further Assurances.    Each of the parties hereto shall do, execute, acknowledge, and deliver or cause to be done, executed, acknowledged, and delivered at any time and from time to time upon the request of any other party hereto, all such further acts, documents, and instruments as may be reasonably required to effect any of the transactions contemplated by this Agreement.

​

(b)  Binding Effect; Assignment.    This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns; provided, however, that neither party hereto may assign this Agreement without the prior written consent of the other party. Notwithstanding the foregoing, (i) the Holding Company or the Bank, as applicable, shall require any successor or assign (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Holding Company or the Bank, as applicable, to expressly assume, in writing,  all  of  Holding  Company's  or  the  Bank's,  as  applicable,  obligations  to  the Executive  hereunder  and  the  Executive  hereby  consents  to  the  assignment  of  the Restrictive  Covenants under this Agreement to any successor or assign of the Holding Company or the Bank, as applicable, (ii) any reference to the Holding Company or the Bank or the Employer, as applicable, shall be deemed to include a reference to any successor  or assign (whether direct or indirect, by purchase, merger, consolidation  or

​

​ 12

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otherwise) to all or substantially all of the business or assets of the Holding Company or the Bank or the Employer, as applicable; and (iii) upon the Executive's death, this Agreement shall inure to the benefit of and be enforceable by the Executive's executors, administrators, representatives, heirs, distributees, devisees, and legatees and all amounts payable to the Executive hereunder shall be paid to such persons or the estate of the Executive.

​

(c) Waiver; Amendment.   No provision or obligation of this Agreement may be waived or discharged unless such waiver or discharge is agreed to in writing and signed by a duly authorized officer of the Holding Company and the Bank and the Executive. The waiver by any party hereto of a breach of or noncompliance with any provision of this Agreement shall not operate or be construed as a continuing waiver or a waiver of any other or later breach or noncompliance. Except as expressly provided otherwise herein, this Agreement may be amended or supplemented only by a written agreement executed by a duly authorized officer of the Holding Company, a duly authorized officer of the Bank and the Executive.

​

(d) Headings.    The headings in this Agreement have been inserted solely for ease of reference and shall not be considered in the interpretation or enforcement of this Agreement.

​

(e) Severability.  Should any provision of this Agreement be held by a court of competent jurisdiction to be enforceable only if modified, or if any portion of this Agreement shall be held as unenforceable and thus stricken, such holding shall not affect the validity of the remainder of this Agreement, the balance of which shall continue to be binding upon the parties with any such modification to become a part hereof and treated as though originally set forth in this Agreement. The parties further agree that any such court is expressly authorized to modify any such unenforceable provision of this Agreement in lieu of severing such  unenforceable provision from this Agreement in  its entirety, whether by rewriting the offending provision, deleting any or all of the offending provision, adding additional language to this Agreement or by making such other modifications as it deems warranted to carry out the intent and agreement of the parties as embodied herein to the maximum extent permitted by law. The parties expressly agree that this Agreement as so modified by the court shall be binding upon and enforceable against each of them.   In any event, should one or more of the provisions of this Agreement be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provisions hereof, and if such provision or provisions are not modified as provide above, this Agreement shall be construed as if such invalid, illegal, or unenforceable provisions had not been set forth herein.

​

(f) Notice. Any notice, request, instruction, or other document to be given hereunder to any party shall be in writing and delivered by hand, registered or certified United States mail, return receipt requested, or other form of receipted delivery, with all expenses of delivery prepaid, at the address specified for such party below (or such other address as specified by such party by like notice):

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​ 13

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If to the Executive: At the address maintained in the personnel records of the Bank

​

If to the Holding Company: Gouverneur Bancorp, Inc.

Attn: Board of Directors

20 John Street

PO Box297

Gouverneur, New York 13642

​

(g)  Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which taken together shall constitute one and the same instrument.

​

(h)  Governing Law; Jurisdiction and Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without reference to the choice of law principles or rules thereof. Any action or proceeding by either of the parties to enforce this Agreement shall be brought only in state courts in St. Lawrence County and the United States District Court for the State of New York. The parties hereby irrevocably submit to the exclusive jurisdiction of such courts and waive the defense of inconvenient forum to the maintenance of any such action or proceeding in such venue.

​

(i)   Entire Agreement.  This Agreement constitutes the entire and sole agreement between the Holding Company and the Bank and the Executive with respect to the benefits that the Employer or its successor shall provide to the Executive in the event of the Executive’s termination of employment following a Change in Control, and there are no other agreements or understandings either written or oral with respect thereto. The parties agree that any and all prior Severance and/or Change of Control Agreements between the parties have been terminated and are of no further force or effect.

​

15. Review and Consultation.     THEEXECUTIVE HEREBY ACKNOWLEDGES AND AGREES THAT THE EXECUTIVE (I) HAS READ THIS AGREEMENT IN ITS ENTIRETY PRIOR TO EXECUTING IT, (II) UNDERSTANDS THE PROVISIONS AND EFFECTS OF THIS AGREEMENT, (III) HAS CONSULTED WITH SUCH ADVISORS AS THE EXECUTIVE HAS DEEMED APPROPRIATE IN CONNECTION WITH THE EXECUTIVE'S EXECUTION OF THIS AGREEMENT, AND (IV) HAS EXECUTED THIS AGREEMENT VOLUNTARILY. THE EXECUTIVE HEREBY UNDERSTANDS, ACKNOWLEDGES, AND AGREES THAT THIS AGREEMENT HAS BEEN PREPARED BY COUNSEL FOR HOLDING COMPANY AND THE BANK AND THAT THE EXECUTIVE HAS NOT RECEIVED ANY ADVICE, COUNSEL, OR RECOMMENDATION WITH RESPECT TO THIS AGREEMENT FROM THE HOLDING COMPANY OR THE BANK OR THEIR COUNSEL.

​

16. Survival.  Upon any expiration or other termination of this Agreement: (i) each of Sections 6-8 (Restrictive Covenants), 10 (Cooperation), 12 (Required Provisions), 13 (Section 409A) and 15 (Review and Consultation) shall survive such expiration or other termination; and (ii) all of the other respective rights and obligations of the parties hereto shall survive such expiration or other termination to the extent necessary to carry out the intentions of the parties under this Agreement.

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IN WITNESS WHEREOF, the Holding Company and the Bank have caused this Agreement to be executed by its duly authorized officer, and the Executive has signed this Agreement, all on the dates specified below and effective as of the Effective Date.

​

EXECUTIVE

​

______________________________

Robert Barlow

​

Date: April 15, 2024_______________

​

GOUVERNEUR BANCORP, INC.

​

By:________________________________

​

Name: Henry J. Leader​ ​​ ​

Title: Secretary​ ​​ ​​ ​

Date: April 15, 2024​ ​​ ​​ ​ 15

Exhibit 31.1

Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer

CERTIFICATION

I, Robert W. Barlow, certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q of Gouverneur Bancorp, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
---	---
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
---	---
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15)(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
---	---
(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
---	---
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
---	---
(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
---	---
(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
---	---
5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
---	---
(a)	All significant deficiencies and material weakness in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
---	---
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
---	---
​	​	​	​
---	---	---	---
Date:	May 10, 2024	​	/s/ Robert W. Barlow
​			Robert W. Barlow
​			President and Chief Executive Officer
​			(principal executive officer)

​

Exhibit 31.2

Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer

CERTIFICATION

I, Kimberly A. Adams, certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q of Gouverneur Bancorp, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
---	---
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
---	---
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15)(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
---	---
(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
---	---
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
---	---
(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
---	---
(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
---	---
5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
---	---
(a)	All significant deficiencies and material weakness in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
---	---
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
---	---
Sep	​	​	​
---	---	---	---
Date:	May 10, 2024	​	/s/ Kimberly A. Adams
​			Kimberly A. Adams
​			Vice President and Chief Financial Officer
​			(principal financial and chief accounting officer)

​

Exhibit 32.0

Certification of Chief Executive Officer and Chief Financial Officer of Gouverneur Bancorp, Inc. Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADDED BY

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Gouverneur Bancorp, Inc. (the “Company”) on Form 10-Q for the period ended March 31, 2024 as filed with the Securities and Exchange Commission (the “Report”), the undersigned hereby certify, pursuant to 18 U.S.C. §1350, as added by § 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the period covered by the Report.
---	---

​

​	​	​	​
​			/s/ Robert W. Barlow
​			Robert W. Barlow
​			President and Chief Executive Officer
​			​
​			​
​			/s/ Kimberly A. Adams
​			Kimberly A. Adams
​			Vice President and Chief Financial Officer
​			​
​			​
Date:	May 10, 2024	​	​

​