Gouverneur Bancorp Bolsters Capital Post-Conversion, Focuses on Mortgages

TL;DR

**GOVB's post-conversion capital raise and strong residential mortgage focus make it a stable, albeit small, regional play in the competitive New York market.**

AI Summary

Gouverneur Bancorp, Inc. (GOVB) reported a market value of common stock held by nonaffiliates at $12.7 million as of March 31, 2025, with 1,050,546 shares outstanding on December 18, 2025. The company completed its second-step conversion on October 31, 2023, selling 723,068 shares of common stock at $10.00 per share, generating gross proceeds of $7.2 million. Its primary lending activity is one- to four-family residential mortgage loans, which constituted $109.7 million, or 82.6%, of its total loan portfolio at September 30, 2025. Commercial real estate loans accounted for $10.8 million, or 8.1%, of the total loan portfolio on the same date. The company operates Gouverneur Savings and Loan Association, a New York-chartered stock savings and loan association, and GS&L Municipal Bank, a limited-purpose commercial bank subsidiary formed in September 2022, which held $20.0 million in municipal deposits at September 30, 2025. The largest one- to four-family residential loan was $630,000, with $601,000 outstanding, secured by a single-family residence in Chaumont, New York.

Why It Matters

Gouverneur Bancorp's successful second-step conversion and $7.2 million capital raise in October 2023 provides a stronger foundation for its community banking operations in Jefferson and St. Lawrence Counties. For investors, this indicates a more streamlined corporate structure and increased public float, potentially improving liquidity for its OTCQB-listed shares. Employees and customers benefit from a stable local institution focused on residential and commercial lending, while the unique GS&L Municipal Bank subsidiary, holding $20.0 million in municipal deposits, highlights a strategic niche in a competitive market dominated by larger financial institutions.

Risk Assessment

Risk Level: medium — The company operates in a highly competitive financial services industry with larger competitors, as noted on page 2. Its significant concentration in one- to four-family residential loans, comprising 82.6% of its loan portfolio at September 30, 2025, exposes it to fluctuations in local real estate values and interest rate changes, which could increase delinquencies and defaults, as stated on page 3.

Analyst Insight

Investors should monitor GOVB's loan portfolio quality, particularly its residential mortgage segment, for any signs of increased delinquencies in a rising interest rate environment. Given its small size and OTCQB listing, liquidity may be a concern, so consider this a long-term, regional-focused investment rather than a short-term trade.

Revenue Breakdown

Key Numbers

• $12.7 million — Aggregate market value of common stock held by nonaffiliates (as of March 31, 2025)
• 1,050,546 shares — Common stock outstanding (as of December 18, 2025)
• $7.2 million — Gross proceeds from common stock sale (from 723,068 shares at $10.00 per share on October 31, 2023)
• $109.7 million — One- to four-family residential loans (82.6% of total loan portfolio at September 30, 2025)
• 82.6% — Percentage of total loan portfolio (represented by one- to four-family residential loans at September 30, 2025)
• $10.8 million — Commercial real estate loans (8.1% of total loan portfolio at September 30, 2025)
• 8.1% — Percentage of total loan portfolio (represented by commercial real estate loans at September 30, 2025)
• $20.0 million — Deposits at GS&L Municipal Bank (as of September 30, 2025)
• $630,000 — Largest one- to four-family residential loan (secured by a single-family residence in Chaumont, New York)
• 1892 — Year Gouverneur Savings and Loan Association was founded (demonstrates long-standing community presence)

Key Players & Entities

• Gouverneur Bancorp, Inc. (company) — registrant
• Gouverneur Savings and Loan Association (company) — Bank subsidiary
• GS&L Municipal Bank (company) — limited-purpose commercial bank subsidiary
• Board of Governors of the Federal Reserve System (regulator) — regulates the Company
• New York State Department of Financial Services (regulator) — regulates the Bank and GS&L Municipal Bank
• Federal Deposit Insurance Corporation (regulator) — regulates the Bank and GS&L Municipal Bank
• Jefferson County (location) — primary market area
• St. Lawrence County (location) — primary market area
• Fort Drum (location) — major U.S. Army military installation in market area
• Chaumont, New York (location) — location of largest residential loan collateral

FAQ

Risk Factors

• Savings and Loan Holding Company Regulation [medium — regulatory]: The Company is a savings and loan holding company regulated by the Federal Reserve Board. Changes in regulations or increased compliance burdens could impact operations and profitability.
• Interest Rate Sensitivity [medium — market]: The Bank's primary business involves originating mortgage loans and offering retail deposits. Fluctuations in interest rates can impact net interest margin and the value of its loan and investment portfolios.
• Cybersecurity Threats [high — operational]: As a financial institution, the Company is exposed to cybersecurity risks, including data breaches and system disruptions, which could lead to financial losses and reputational damage.
• Loan Portfolio Concentration [high — financial]: The loan portfolio is heavily concentrated in one- to four-family residential mortgage loans (82.6% as of September 30, 2025). A downturn in the residential real estate market could disproportionately affect the Company.
• Credit Risk in Real Estate Loans [medium — financial]: The largest single loan is $630,000 secured by a single-family residence. While diversified, the concentration in residential real estate exposes the company to credit risk associated with this asset class.

Industry Context

Gouverneur Bancorp, Inc. operates within the community banking sector, which is characterized by local market focus and relationship-based lending. The industry faces ongoing competition from larger banks, credit unions, and increasingly, fintech companies. Trends include digital transformation, evolving regulatory landscapes, and the persistent impact of interest rate environments on net interest margins.

Regulatory Implications

As a savings and loan holding company regulated by the Federal Reserve Board, Gouverneur Bancorp, Inc. is subject to capital requirements, lending regulations, and consumer protection laws. Changes in monetary policy and banking regulations can significantly impact its profitability and operational flexibility.

What Investors Should Do

1. Monitor loan portfolio performance, particularly the concentration in one- to four-family residential mortgages.
2. Assess the impact of interest rate changes on net interest margin and investment portfolio valuations.
3. Evaluate the growth and deposit strategy of GS&L Municipal Bank.

Key Dates

• 2023-10-31: Completion of second-step conversion — Transitioned to a stock holding company structure and raised $7.2 million in gross proceeds from the sale of 723,068 shares.
• 1892-01-01: Founding of Gouverneur Savings and Loan Association — Establishes a long-standing community presence and operational history of over a century.

Glossary

Second-step conversion

A process where a mutual holding company converts to a stock holding company, allowing it to issue stock to the public. (This was a pivotal event for Gouverneur Bancorp, Inc., enabling it to raise capital and change its corporate structure.)

Savings and loan holding company

A company that controls one or more savings and loan associations and is regulated by the Federal Reserve Board. (Defines the regulatory framework under which Gouverneur Bancorp, Inc. operates.)

One- to four-family residential mortgage loans

Loans secured by properties with one to four residential units, a common type of mortgage lending. (This is the primary lending activity for Gouverneur Savings and Loan Association, representing 82.6% of its loan portfolio.)

OTC Market

Over-the-Counter market, a decentralized market where securities are traded directly between parties without a central exchange. (Gouverneur Bancorp, Inc.'s common stock is quoted on the OTCQB Marketplace under the symbol 'GOVB'.)

Year-Over-Year Comparison

Information comparing key metrics to the previous year, such as revenue growth, margin changes, and new risks, is not available in the provided text excerpt. The text focuses on the company's business description and recent conversion event.

Key Financial Figures

• $0.01 — ) of the Act: Common Stock, par value $0.01 per share (Title of Class) Indicate
• $7.2 m — the Company sold, for gross proceeds of $7.2 million, a total of 723,068 shares of com
• $10.00 — al of 723,068 shares of common stock at $10.00 per share, including 57,845 shares sold
• $20.0 million — ember 30, 2025, GS&L Municipal Bank had $20.0 million in deposits. GS&L Municipal Bank is not
• $109.7 m — o four-family residential loans totaled $109.7 million, or 82.6% of our total loan portf
• $630,000 — ne- to four-family residential loan for $630,000 secured by a single-family residence lo
• $601,000 — esidence located in Chaumont, New York, $601,000 of which is outstanding. This loan is p
• $10.8 m — cial real estate loan portfolio totaled $10.8 million, or 8.1% of our total loan portfo
• $487,000 — 30, 2025 had an outstanding balance of $487,000. This loan is secured by a grocery stor
• $3.3 m — residential construction loans totaled $3.3 million, or 2.5% of our total loan portfo
• $356,000 — g residential construction loan was for $356,000, with $354,000 disbursed and outstandin
• $354,000 — onstruction loan was for $356,000, with $354,000 disbursed and outstanding, and was made
• $0.1 m — r commercial construction loans totaled $0.1 million, or 0.1% of our total loan portfo
• $217,000 — ng commercial construction loan was for $217,000, with $140,000 disbursed and outstandin
• $140,000 — onstruction loan was for $217,000, with $140,000 disbursed and outstanding, and was made

Filing Documents

• tmb-20250930x10k.htm (10-K) — 5018KB
• tmb-20250930xex10d5.htm (EX-10.5) — 96KB
• tmb-20250930xex10d6.htm (EX-10.6) — 96KB
• tmb-20250930xex10d7.htm (EX-10.7) — 97KB
• tmb-20250930xex21.htm (EX-21) — 7KB
• tmb-20250930xex23.htm (EX-23) — 2KB
• tmb-20250930xex31d1.htm (EX-31.1) — 15KB
• tmb-20250930xex31d2.htm (EX-31.2) — 15KB
• tmb-20250930xex32.htm (EX-32) — 12KB
• 0001104659-25-123106.txt ( ) — 21466KB
• tmb-20250930.xsd (EX-101.SCH) — 91KB
• tmb-20250930_cal.xml (EX-101.CAL) — 144KB
• tmb-20250930_def.xml (EX-101.DEF) — 359KB
• tmb-20250930_lab.xml (EX-101.LAB) — 873KB
• tmb-20250930_pre.xml (EX-101.PRE) — 706KB
• tmb-20250930x10k_htm.xml (XML) — 5246KB

Business

Business 1 Item 1A

Risk Factors

Risk Factors 18 Item 1B Unresolved Staff Comments 28 Item 1C Cybersecurity 28 Item 2

Properties

Properties 30 Item 3

Legal Proceedings

Legal Proceedings 30 Item 4 Mine Safety Disclosures 31 PART II Item 5 Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 32 Item 6 [Reserved] 34 Item 7

Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations 34 Item 7A

Quantitative and Qualitative Disclosures About Market Risk

Quantitative and Qualitative Disclosures About Market Risk 58 Item 8

Financial Statements and Supplementary Data

Financial Statements and Supplementary Data 58 Item 9 Changes in and Disagreements With Accountants on Accounting and Financial Disclosure 58 Item 9A

Controls and Procedures

Controls and Procedures 58 Item 9B Other Information 59 Item 9C Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 59 PART III Item 10 Directors, Executive Officers and Corporate Governance 60 Item 11

Executive Compensation

Executive Compensation 60 Item 12

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 60 Item 13 Certain Relationships and Related Transactions, and Director Independence 60 Item 14 Principal Accountant Fees and Services 60 PART IV Item 15 Exhibits and Financial Statement Schedules 61 Item 16 Form 10-K Summary 63

Signatures

Signatures 65 Table of Contents CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This Annual Report on Form 10-K contains forward-looking statements, which can be identified by the use of words such as "believes," "expects," "anticipates," "estimates" or similar expressions. Forward-looking statements include, but are not limited to: estimates of our risks and future costs and benefits. These forward-looking statements are based on current beliefs and expectations of our management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control. In addition, these forward-looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change. The following factors, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in the forward-looking statements: 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; changes in the level and direction of loan delinquencies and write-offs and changes in estimates of the adequacy of the allowance for credit losses; our ability to access cost-effective funding; our ability to pay future dividends at currently expected rates; fluctuations in real estate values and both residential and commercial real estate market conditions; demand for loans and deposits in our market area; deposit outflows and our ability to successfully manage liquidity; our

BUSINESS

ITEM 1. BUSINESS General Gouverneur Bancorp, Inc. Gouverneur Bancorp, Inc. (the "Company") 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 Gouverneur Savings and Loan Association (the "Bank") from the two-tier mutual holding company structure to the stock holding company structure. Cambray Mutual Holding Company 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 Company 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. The Company is a savings and loan holding company regulated by the Board of Governors of the Federal Reserve System (the "Federal Reserve Board"). The shares of the Company's common stock are quoted on the OTCQB Marketplace (OTCQB) under the symbol "GOVB." Gouverneur Savings and Loan Association. The Bank is a New York-chartered stock savings and loan association headquartered in Gouverneur, New York. The Bank has provided community banking services to individuals, families and businesses since 1892. The Bank currently conducts business thr

View Full Filing

View this 10-K filing on SEC EDGAR