8-K
Gouverneur Bancorp, Inc./MD/ (GOVB)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) ofthe Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
August 18, 2025
GOUVERNEUR BANCORP, INC.
(Exact Name of Registrant as Specified in Its Charter)
| Maryland | 000-56605 | 37-2102925 |
|---|---|---|
| (State or other jurisdiction of<br><br>incorporation or organization) | (Commission<br><br>File Number) | (IRS Employer<br><br>Identification No.) |
42 Church Street, Gouverneur, New York 13642
(Address of principal executive offices) (Zip Code)
(315) 287-2600
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant<br>to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ¨ | Soliciting material pursuant to<br>Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ¨ | Pre-commencement communications<br>pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ¨ | Pre-commencement communications<br>pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol(s) | Name of each exchange on which registered |
|---|---|---|
| None |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;Compensatory Arrangements of Certain Officers. |
|---|
On August 18, 2025, the Board of Directors of Gouverneur Bancorp, Inc. (the “Company”) and its wholly owned subsidiary, Gouverneur Savings and Loan Association (the “Bank”), appointed Duane M. Pelkey to serve as a director of the Company and the Bank. In connection with his appointment as a director, Mr. Pelkey will receive the Company’s standard director compensation, which currently consists of a $27,600 annual cash retainer. Mr. Pelkey was not appointed to serve on any committee of the Board of Directors in connection with his appointment as a director.
There are no arrangements or understandings with any person pursuant to which Mr. Pelkey has been selected to serve as a director of the Company and the Bank. There have been no transactions directly or indirectly involving Mr. Pelkey that would be required to be disclosed pursuant to Item 404(a) of Regulation S-K of the Securities and Exchange Commission.
SIGNATURE
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: August 21, 2025 | By: |
All values are in Euros.